REPORT ON CORPORATE GOVERNANCE 2014-2015
1. Company's philosophy on Code of Governance
Your Company strongly believes that its system of Corporate Governance protects the interests of all the stakeholders by inculcating transparent business operations and accountability from management. The Core Values viz. Customer Focus, Team Work, Leadership, Innovation, Respect for People, Integrity and Performance guide the Company towards fulfilling the consistently high standard of Corporate Governance in all facets of the Company's operations. Accordingly, your Company has been practicing the broad principles of Corporate Governance over the years by placing strong emphasis on transparency, empowerment, accountability and integrity so as to continuously enhance values for stake holders -the shareholders, the customers, the employees and the creditors.
2. Governance Structure
The Corporate Governance structure of the Company is as follows:
i. Board of Directors: The Board is entrusted with the ultimate responsibility of the management, directions and performance of the Company. As its primary role is fiduciary in nature, the Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its responsibilities, thus ensuring that the management adheres to ethics, transparency and disclosure.
ii. Committees of the Boards( hereinafter called "Committees ": The Board has constituted the following Committees viz. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Independent Directors Committee, Stakeholder/Investor and Grievance Committee. Each of the said Committee has been mandated to operate within a given framework.
3. Board of Directors Composition & Size of the Board
Your Board comprises of an optimal complement of independent professionals having in-depth knowledge of the business and the industry. The size and composition of the Board conforms with the requirements of the Corporate Governance code under the Listing Agreement with the Stock Exchange, Mumbai. The Board is headed by the Non Executive Chairman, Shri Laxmikumar Narottam Goculdas. As on 31 March, 2015 the Board comprised of 6 Directors, all of whom were Non-Executive Directors. The Non-Executive Directors are eminent industrialists and professionals with experience in over-all management and finance, who bring a wide range of skills and experience to the Board. Out of these 6 Non - Executive Directors, 4 were Independent Directors, thereby complying with the requirements of the Companies Act, 2013 and the Clause 49 of the Listing agreement. None of the Directors has materially significant pecuniary or business relationship with the Company.
The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The Board Meetings are pre-scheduled and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules. In case of business exigencies the Board's approval is taken through circular resolutions. The circular resolutions are noted at the subsequent Board meeting.
The notice of each Board Meeting is given in writing to each Director. The Agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the meeting. This ensures timely and informed decisions by the Board. The Board reviews the performance of the Company.
Intimation given to the Board
The Company provides the information as set out in Clause 49 of the Listing Agreement to the Board and the Board committees to the extent it is applicable and relevant. Such information is submitted either as part of the respective meetings or by way of presentations and discussions during the meeting.
Post Meeting Mechanism
The important decisions taken at the Board/Committee meetings are communicated to the concerned departments/divisions.
The Company Secretary attends the Board/Committee meetings and advises on Compliances with applicable laws and governance.
The information as required under Annexure 1A to Clause 49 is being made available to the Board
None of the Directors was a member of more than 10 Board- level committees nor a Chairman of more than 5 such committees, across all Companies in which he was a Director.
Number of Board Meetings held during the year along with the dates of the Meetings.
Five Board Meetings were held during the financial year ended 31st March, 2015. The interval between two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and the Listing Agreement. The dates on which the said meetings were held are as follows:
28th May, 2014, 13th August, 2014, 18th September, 2014, 12th November, 2014 and 10th February, 2015.
Ms Mitika Laxmikumar Goculdas
Ms Mitika Laxmikumar Goculdas, is MBA (Finance) from Pennsylvania State University, USA. She has total work experience of 19 years including her stint as Vice President with Merrill Lynch both at USA and Dubai. She has experience in Finance, Industry and International Trade.
The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Rules made there under and meet with requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchange. A Formal letter of appointment to independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company viz. www.dmcc.com
4. Familiarisation Programme for Directors
At the time of appointing a Director, a formal letter or appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations and affirmation taken with respect to the same. The Chairman and Manager also has one to one discussion with the newly appointed Director to familiarise him with the Company's operations. Further the Company has put in place a system to familiarise the Independent Directors about the Company, its products, business and the ongoing events relating to the Company.
5. Audit Committee Composition, Terms and Reference
The Audit Committee comprises of three Non-Executive Directors of which two are Independent Directors viz. Shri H. T. Kapadia as the Chairman (Independent Director) and Shri M. T. Ankleshwaria (Independent Director) as member. Shri Laxmikumar Narottam Goculdas, Chairman, NonExecutive Promoter Director is also a member of the Audit Committee. Shri D. T. Gokhale, Company Secretary, acts as the Secretary to the Committee.
The role, terms of reference, authority and power of Audit Committee are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Rules 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement with the Stock Exchange.
Meeting and the attendance during the financial year ended 31st March, 2015.
6. Nomination and Remuneration Committee Composition
The Nomination and Remuneration Committee comprises of three Non-Executive, Independent Directors. Shri Haridas Tricumdas Kapadia, Non-Executive, Independent Director, is the Chairman of the Committee. The other members of the Nomination and Remuneration Committee include Shri Arvind Wasudeo Ketkar and Shri Madhu Thakorlal Ankleshwaria. The Composition of Nomination and Remuneration Committee is pursuant to the provisions of Sections 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Meeting and Attendance
The Nomination and Remuneration Committee members held their meetings on 09th May, 2014 and 27th March, 2015. The necessary quorum was present, since all the members attended the meetings The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company. The table below provides the attendance of the Nomination and Remuneration Committee members:
Relation of the Chief Executive Officer and Manager with Directors
Shri Bimal Lalitsingh Goculdas, Chief Executive Officer and Manager of the Company is related to Shri Laxmikumar Narottam Goculdas and Ms. Mitika Laxmikumar Goculdas.
Subject to the approval of the Board and of the Company in General Meeting and such other approvals as may be necessary, the Chief Executive Officer is paid remuneration as per the Agreements entered into between him and the Company. The remuneration structure of the Chief Executive Officer comprises of Salary, H.R.A., Commission, Perquisites, Contribution to Provident Fund & Superannuation and Gratuity.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees.
The performance evaluation of the Chairman, Manager and the Non-Independent Director were carried out by the independent Directors. The Directors express their satisfaction with the evaluation process.
8. Shareholder/Investor Grievance Committee
Details of the Directors and Compliance Officer
The Shareholder/Investor Grievance Committee comprises of Shri Laxmikumar Narottam Goculdas, (Non-Executive Chairman) as Chairman of the Committee with Shri. H. T. Kapadia, Director as other member. The Committee is vested with the requisite powers and authorities. In addition to the Share Transfer related matters, the committee specifically looks into the redressing of shareholders' and investors' complaints, if any, like delayed transfer of shares, non-receipt of annual reports, non-receipt of declared dividends etc. Shri D.T.Gokhale, Company Secretary has been appointed as the Compliance Officer.
Details of Shareholders' Complaints Received, solved and pending Share Transfer
The total number of complaints received and replied to the shareholders during the year ended March 31, 2015 were 2 as per details given below. There were no complaints outstanding as on 31st March, 2015. The number of pending share transfers and pending requests for dematerialization as on 31st March, 2015 were Nil. Shareholders'/Investors' complaints and other correspondence are normally attended to within seven working days except where constrained by disputes or legal impediments. No investor grievances remained unattended/pending for more than thirty days as on 31st March, 2015.
Corporate Social Responsibility Committee
Pursuant to Section 135 of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee was constituted, which comprises of four Directors, Shri Laxmikumar Narottam Goculdas is the Chairman of the Committee. The other members of the CSR Committee include Shri Haridas Tricumdas Kapadia, Shri Madhu Thakorlal Ankleshwaria and Shri Arvind Wasudeo Ketkar. The Composition of CSR Committee is pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as per Section 135 of the Companies Act, 2013.
The Company has formulated a CSR Policy and the same has been uploaded on the website of the Company (www.dmcc.com) The terms of reference of the Corporate Social Responsibility Committee broadly comprises:
To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
a) Code of Conduct
The Board of Directors has adopted the Code of Business Conduct and Ethics for the Directors and the members of the Senior Management. The said Code has been communicated to the Directors and the Members of the Senior Management. The Code has also been posted on the Company's website www.dmcc.com
b) At every Board Meeting and Audit Committee Meeting, the Register of Contracts maintained Under Section 189 of the Companies Act, 2013 is tabled and signed by the Directors.
c) Transactions with the related parties are disclosed in Note No. XIII 7(E) of the Notes to the Accounts in the Annual Report. None of the related parties transactions are in conflict with the interests of the Company at large.
d) There was no non-compliance during the last three years by the Company on any matter related to Capital Market. Consequently, no penalties were imposed nor any strictures were passed on the Company by the Stock Exchange, Mumbai (on which the Company's equity shares are listed), SEBI or any other statutory authority.
e) The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement.
f) Related Party Transactions - There were no materially significant related party transactions that may have potential conflict with the interest of the Company at large. The Register of Contracts for the transactions in which Directors are interested is placed before the Board regularly for its approval. Transactions with related parties are disclosed in note number XIII(7) (E) of the notes forming part of Accounts, as per Accounting Standard Number AS 18.
g) The Company has adopted Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about unethical behavior. No person has been denied access to the Audit Committee.
11. CEO/CFO Certification
The Chief Executive Officer and the Chief Finance Officer of the Company have furnished a certificate to the Board of Directors of the Company with respect to accuracy of financial statements for the financial year ended 31st March, 2015 and adequacy of internal controls as required under Clause 49 of the Listing Agreement.
12. Means of Communications
a) Quarterly Financial Results of the Company are forwarded to the Stock Exchange, Mumbai and published in "Free Press Journal" and "Navshakti" newspapers.
b) Company has its own web site and all the vital information relating to the Company, its products and its financial results are displayed at the web site. Address of the web site is www.dmcc.com
c) Management Discussion & Analysis Report forms part of Directors' Report. No presentations were made to the institutional investors or analysts during the year.
13. General Shareholder Information
94th Annual General Meeting
Date : Wednesday, 23rd September, 2015
Time : 11.00 a.m.
Venue : Indian Merchants' Chambers, Walchand Hirachand Conference Hall, Churchgate, Mumbai 400 020. Financial Calendar for the year 2015-16 (Provisional)
a. Results for the first quarter ending 30th June, 2015 : By 14th August, 2015
b. Results for the second quarter ending 30th September, 2015 : By 14th November, 2015
c. Results for the third quarter ending 31st December, 2015 : By 14th February, 2016
d. Results for the year ending 31st March, 2016 (Audited) : By end of May, 2016
e. Annual General Meeting for the year ending March, 2016 : In September, 2016
Date of Book Closure : 17th September, 2015 to 23rd September, 2015 (both days inclusive)
Stock Code : 506405, The Stock Exchange, Mumbai (BSE)
Demat ISIN : INE505A01010
Equity Dividend Payment Date : Not Applicable
Registrar & Transfer Agents
Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup-(W), Mumbai-400 078. Tel : 022-2596 3838, Fax : 2594 6969 Email : firstname.lastname@example.org Share Transfer System
Share Transfers are registered and duly transferred share certificates are dispatched within 30 days of receipt, if the transfer documents are otherwise in order. The total number of shares transferred in the Non-dematerialised segment during the financial year ended 31st March, 2015 were 102573.
In terms of the Notification No. SMDRP/POLIC Y/CIR/23/2000 dated 29th May, 2000, issued by Securities and Exchange Board of India, the Equity System of your Company are under compulsory demat trading by all investors, with effect from 28th August, 2000.
Note: The total Foreign Shareholding as on 31st March, 2015 was 8182018 shares, which in, percentage terms was 38.49 % of the issued and subscribed capital, out of which 78,39,377 shares aggregating 36.88 % of the capital represent Promoters' Holding and hence are included in Promoters' category.
The Indian public shareholding includes Non-Executive Independent Director shareholding as under: Shri. H. T. Kapadia 11,448 Shri. A. W. Ketkar 324
Dematerialisation of Shares and liquidity
As on 31st March, 2015, out of 2,12,57,821 Equity Shares of the Company, 19522467 Equity Shares representing 91.84% Equity Shares, have been dematerialized by 6132 shareholders. The total number of shareholders of the Company are 14,138.
The Company has not issued any GDRs, Warrant or any convertible instruments, the conversion of which will have an impact on equity shares of the Company.
The address of the correspondence : The Company Secretary The Dharamsi Morarji Chemical Co. Ltd. Prospect Chambers, 317/21, Dr. D. N. Road, Fort, Mumbai 400 001. Tel : 022 2204 8881/2/3; Fax : 022 2281 3657 E-mail : dgokhale@dmcc.
(1) Roha : 105, MIDC Industrial Area, Audyogik Vasahat Post Office, Dhatav, Roha 402116, Dist. Raigad, Maharashtra.
(2) Jhar : Jhar Village, Taluka - Dhari, Dist. Amreli 365630, Gujarat.
(3) Khemli : Khemli Village, Tehsil, Mavli, Dist. Udaipur, Rajasthan.
Date : 12th. August, 2015.