30 Apr 2017 | Livemint.com

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Diamines & Chemicals Ltd.

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Diamines & Chemicals Ltd. Accounting Policy

CORPORATE GOVERNANCE

Your Company has always followed fair business and corporate practices. The Company believes that good Corporate Governance is a key factor in achieving long-term growth and success and helps build the confidence in the Company's integrity.

BOARD OF DIRECTORS AND ITS COMPOSITION:

As on 31st March, 2015, the Board of Directors of the Company, comprises of Eight (8) Non-Executive Directors and One (1) Executive Director and amongst them Four (4) are Independent Directors, who brings in a wide range of skills and experience. The Board Members consists of persons with professional expertise and experience in various fields of Chemicals, Marketing, Finance, Management, Accountancy, etc. and the composition of the Board is in conformity with the amendments in the Listing Agreement. The Board members are not inter-sers related to each other.

The Chairman of the Board is a non-executive promoter Director.

Details of the Composition of the Board of Directors as on 31st March, 2015, are as under:

1. Mr. Yogesh M. Kothari Chairman, Non-Executive Director

2. Mr. Amit M. Mehta Vice Chairman, Non-Executive Director

3. Mr. G.S.Venkatathalan Executive Director*

4. M- Darshana Mankad Non-Executive Independent Director**

5. Mr. Kirat Patel Non-Executive Director

6. Mr. Dhruv Kaji Non-Executive Independent Director

7. Mr. Rajendra Chhabra Non-Executive Independent Director

8. Dr. Ambarish Dalal Non-Executive Independent Director

9. Mr. Shreyas Mehta Non-Executive Director

* Mr. G S Venkatachalam was appointed as an Executive Director w.e.f. 7th February, 2015 ** M- Darshana Mankad was appointed as (Woman Director) Non-Executive Independent Director w.e.f. 5th November, 2014.

Mr. Girish R Satarkar has resigned as an Executive Director from the Board w.e.f. 6th February, 2015 Mr. G. G. Chendwankar expired on 5th July, 2014.

RESPONSIBILITIES OF BOARD OF DIRECTORS:

The Board has a variety of matters related to the operations of the Company for its consideration and decision, which includes reviewing corporate performance, ensuring adequate availability of financial resources and reporting to Shareholders During the year under review, the Board met Four (4) times. The maximum gap between any two meetings was not more than one hundred and twenty days.

The Board of Directors ensures that their other responsibilities do not materially impact their responsibility as Directors of the Company. The Company has not entered into any materially significant transactions with its Directors or their relatives, etc. which affects the interest of the Company.

ROLE OF INDEPENDENT DIRECTORS:

The Independent Directors play an important role in deliberations at the Board Meetings and bring to the Company their wide experience in the fields of Chemicals, Technology, Management, Finance, Accountancy, etc.

SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held during the year on 5th February, 2015 without the attendance of non-independent Directors and members of management, inter alia to:

a. Review the performance of the non-independent Directors and the Board as a whole;

b. Review the performance of the Chairman of the Company, taking into account the views of the executive directors and non-executive directors; 

c. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting was attended by all independent directors- Mr. Rajendra Chhabra,who is an Independent Director, was the Chairman of the meeting of Independent Directo- The Independent Directors discussed matters pertaining to the Company's affairs and functioning of the Board and presented their views to the Managing Director for appropriate action.

TENURE OF BOARD OF DIRECTORS:

As per the provisions under section 152 of the Companies Act, 2013 and the Companies (Appointment and qualifications of Directors) Rules, 2014 as amended from time to time, Every year one third of the total strength of the Board, liable to retire by rotation. The Directors, who are required to retire every year and if eligible, they qualify for re-appointment.

Mr. Yogesh M Kothari and Mr. Amit M Mehta, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

BOARD MEETINGS:

The meetings of the Board of Directors are generally held at Mumbai & Vadodara. Meetings are scheduled well in advance. The Board meets at regular intervals to review the quarterly performance and the financial results of the Company. The Members of the Board have access to all information on the Company and are free to recommend inclusion of any matter in the agenda for discussion. Senior Management persons are also invited to attend the Board meetings and provide clarifications as and when required.

During the year under review, Four (4) Board Meetings were held respectively on 6th May, 2014, 12th August, 2014, 5th November, 2014 and 6th February, 2015.

None of the Directors of the Company was a member of more than ten Committees of Boards as stipulated under Clause 49 of the Listing Agreement nor was a Chairman of more than five such committees across all Companies in which he/she was a director.

BOARD COMMITTEES:

To enable better and more focused attention on the affairs of the Company, the Board has appointed the following Committees:

Audit Committee:

The Company has an adequately qualified Audit Committee and its composition meets the requirement of Section 177 of the Companies Act, 2013 and Clause 49 of the listing agreement. The Audit Committee was formed on 14th March, 2001. The quorum of the said Audit Committee Meetings is Two (2) membe-

Mr. G G Chendwankar expired on 5th July, 2014.

Mr. G S Venkatachalam was appointed as Executive Director of the Company w.e.f. 7th February, 2015 and he has resigned from the Committee with that effect.

The terms of the reference of the Audit Committee include approving and implementing the audit procedures and techniques, reviewing the financial reporting systems, internal control systems and control procedures and ensuring compliance with the regulatory guidelines as amended from time to time. 

The Chief Financial officer (CFO) and Internal Auditor are permanent invitees to the Committee Meetings. The Statutory Auditors are also invited to attend the Meetings. The Company Secretary acts as the Secretary of the Committee.

The Committee members are paid a sitting fee of - 10,000/- for each meeting attended by them. Meetings and attendance during the year:

Mr. G G Chendwankar expired on 5th July, 2014.

Mr. G S Venkatachalam was appointed as Executive Director of the Company w.e.f. 7th February, 2015 and he has resigned from the Committee with that effect. (He has attended all the meeting of Audit Committee during the year)

The Minutes of Audit Committee Meetings are noted by the Board of Directors at the Board Meetings. The Chairman of the Audit Committee (Mr. Rajendra Chhabra) was present at the 38th Annual General Meeting held on 12th August, 2014.

Stakeholders Relationship Committee of Directors:

Stakeholders'/Relationship Committee comprises of Three (3) members who are Non-Executive Directors among them one One (1) is Non-Executive & Independent Director of the Company. Mr. Yogesh M. Kothari who is the Chairman of the Company also chairs the Meeting. During the year under review, the Committee met as and when required.

Nomination and Remuneration Committee:

The erstwhile Remuneration Committee is reconstituted as Nomination and Remuneration Committee, as per the requirements of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company has adopted a Remuneration Policy for its Directors, Key Managerial Personnel and other employees. The Remuneration Policy has laid down the criteria for determining qualifications, positive attributes, independence of Director and Board diversity. The Policy lays down the factors for determining remuneration of Whole-time Directors, Non-Executive Directors, Key Managerial Personnel and other employees. The policy also lays down the evaluation criteria of the Independent Directors and the Board.The Nomination and Remuneration Committee consists of Dr. Ambarish Dalal, Chairman, Mr. G.S. Venkatachalam*, Mr. Rajendra Chhabra and Mr. Kirat Patel** whose function is to approve remuneration policy of Directors- During the year the committee meeting were held on 30-04-2014 to consider and approve the remuneration to be paid to Mr. Girish R Satarkar, Executive Director of the Company and on 05.02.2015 to take note of the resignation of Mr. Girish R Satarkar and also to nominate the appointment of Mr. G. S. Venkatachalam, as Executive Director of the Company subject to approval of the Board members and recommend the remuneration of Mr. G S Venkatachalam.

DISCLOSURES:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on arm's length basis and do not attract provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year that may have potential conflict with the interests of the Company at large. Related party transactions have been disclosed in Note 31 to the financial statements. A statement in summary form of transactions with related parties in the ordinary course of business and arm's length basis is periodically placed before the Audit Committee for its review. Omnibus approval was obtained for transactions which were repetitive in nature. Transactions entered into pursuant to omnibus approval were placed before the Audit Committee for its review during the year. Segment Reporting as per Accounting Standard AS 17 applicable to the Company is given in note no.30.

Material Subsidiaries: The Company does not have a material subsidiary as defined under Clause 49 of the Listing Agreement.

CEO/CFO Certification: A certification from the CEO and CFO in terms of Clause 49(IX) of the Listing Agreement was placed before the Board Meeting held on 8th May, 2015 to approve the Audited Annual Accounts for the year ended 31st March, 2015.

REGULATORY COMPLIANCES:

The Company has complied with all the requirements of regulatory authorities on capital markets and no penalties; strictures have been imposed against it by the Stock Exchange or SEBI or any other regulatory authorities for the time being in force.

POLICES:

Whistle Blower Policy

Your company has established a Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy.

The detail of establishment of such mechanism is disclosed on the company's website http://www.dacl.co.in/ investors/discl.htm#discl .

Related party Transaction policy

Your company has established a Related Party Transaction policy (RPT) to disclose materiality of related party transactions and dealing with related party transactions to be entered into by individual or taken together with previous transaction during a financial year. 

The detail of establishment of such policy is disclosed on the company's website http://www.dacl.co.in/ investors/discl.htm#discl .

MEANS OF COMMUNICATION:

The Company has approx. Ten Thousand (10,000) shareholde- The main source of information to the Shareholders is Annual Report of the Company, which includes inter-alia, the Report of the Board of Directors, Operational and Financial Review and the Audited Financial Results. Shareholders are also informed through press publication about the quarterly financial performance of the Company.

Quarterly results of the Company have been announced within a period of Forty five (45) days of the respective quarter. Whenever, the audited results are published for the fourth quarter, they are announced within Sixty (60) days of the quarter as prescribed.

Quarterly and Half yearly financial results are published in the Business Standard (in English) or The Indian times (in English) and in Vadodara Samachar (Regional Language newspaper). These results are also immediately posted on the website of the Company at www.dacl.co.in.

GENERAL SHAREHOLDER INFORMATION: 

1. Book Closure Date

 06.08.2015 to 11.08.2015 (both days inclusive) 

 2. Date, Time and Venue of the 39th Annual General Meeting

11th August, 2015 at 12.00 noon at Plot No. 13, PCC Area, P.O. Petrochemicals, Vadodara - 391 346. 

 3. Listing on Stock Exchange

Bombay Stock Exchange Ltd.,

25th Floor, P. J. Towers, Dalal Street, Mumbai 400 001.

Tel: 022 - 2272 1233 / 34. Fax: 022 -2272 2082/3132. (Stock code: 500120) 

 4. Listing Fees

Paid to the above Stock Exchange for the Financial Year 2015 - 2016 

 5. Registered Office /Plant location and address for correspondence

Plot No. 13, PCC Area, P. O. Petrochemicals, Vadodara - 391 346. Tel: 0265 - 2230 305 / 406 / 929 Fax: 0265 - 2230 218

e-mail: info@dacl.co.in, Website: www.dacl.co.in 

 6. Place where Share Transfers are to be lodged:

In view of the SEBI circular, every listed company is required to appoint one common agency for handling both Physical & Demat related services in respect of its shares. Accordingly, your Company has continued with and appointed M/s. MCS Share Transfer Agent Ltd., Vadodara for the same w.e.f. 01.04.2003.

(a) In Physical form

 Branch Manager

MCS Share Transfer Agent Ltd.

10, Aram Apartment,12, Sampatrao Colony, Vadodara 390 007

Telephone (0265) 2339397 Fax: (0265) 2341639

(b) In Electronic form

-As above- 

 7. International Securities Identification Number (ISIN)

INE 591D01014 

 8. Compliance Officer

Ms. Dimple Mehta

Tel no: 0265 2230305 /406 e-mail:secretarial@dacl.co.in 

9. Date, Time and Venue for the last 3 A.G.M.'s.

38th A.G.M.- 12th August, 2014 at 12.00 noon held at the

Registered Office of the Company.

37th A.G.M.- 25th July, 2013 at 2.30 p.m. held at the

Registered Office of the Company.

36th A.G.M.- 9th August, 2012 at 3.00 p.m. held at the

Registered Office of the Company.

* No Postal Ballots were used/invited for voting at these meetings. 

 10. Special Resolutions passed

38th A.G.M- 2 Special Resolutions were passed 37th A.G.M. - 1 Special Resolution was passed

36th A.G.M. - No Special Resolution was passed

* No Postal Ballots were used/invited for voting at these meetings. 

 11. Closing Price of the Company's Shares on 31st March, 2015. - Bombay Stock Exchange Ltd. (BSE) ~ 27.20/- 

 12. Financial Year

1st April to 31st March each year. 

 13. Dividend declared for current and earlier years 

2014 - 15 2013 - 14 2012 - 13 

 Final Nil Nil 5% 

 14. Trading in Shares (Electronic Form) on Stock Exchange

SEBI has made trading in the Company's Shares compulsory in electronic form for all categories of Investors 

      

Details of Plant Locations/Address of Correspondence:

Plot No. 13, PCC Area, P. O. Petrochemicals, Vadodara - 391 346.

Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion dale and likely impact on Equity:

The Company has not issued any of these instruments.

Non-mandatory disclosures/requirements:

Reporting of Internal Auditor:

Internal Auditor of the Company is reporting directly to the Audit Committee on quarterly basis.

FOR DIAMINES AND CHEMICALS LTD.

CIN : L24110GJ1976PLC002905 

Yogesh M Kothari

Chairman 

Mumbai, Dated: May 8,2015.