REPORT ON CORPORATE GOVERNANCE
1. Company's Philosophy on Code of Governance
The Company forming part of worldwide Norican Group continues to follow good practices of transparency and disclosure in its reporting. In addition to compliance with regulatory requirements, DISA India Limited endeavours to ensure that highest standards of ethical and responsible conduct are met throughout the organization.
The Company has adhered to Clause 49 of the Listing Agreement with the Stock Exchanges and also with the SEBI(LODR) Regulations, 2015 after the same became applicable.
2. Board of Directors: Composition & Size of the Board
As on March 31, 2016, the Board comprises of six Directors including three Non-Executive Independent Directors and two Non-Executive Directors who are professionals from varied fields and have high levels of education and in depth corporate experience.
The Board of Directors of the Company is headed by a Non-Executive and Non Independent Director.
As at the year ending March 31, 2016, the Board of Directors of the Company comprised of optimum combination of Executive and Non-Executive Directors including a Woman Director and not less than fifty percent (50%) of the Board of Directors comprised of Non-Executive Directors and is in conformity with the provisions of the Companies Act, 2013 and the SEBI(LODR) Regulations, 2015.
All the Independent Directors of the Company are in compliance with Companies Act, 2013 and the SEBI(LODR) Regulations, 2015.
The outside Directorships and Committee memberships are within the limit prescribed in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 There are no inter-se relationships between the Directors.
None of the Directors of the Company is related to each other and with any employees of the Company.
The Company issued letter of appointment to all the Independent Directors as per Schedule IV to the Companies Act, 2013 and the terms and conditions of their appointment have been disclosed on the website of the Company
The Company's familiarization program for Independent Directors is available on the website of the Company weblink <http://www.disagroup.com/> pdf/Familiarisation_program_for_Independent_Directors.pdf
The Board has laid down a code of conduct for all Directors and Senior Management of the Company. The code of conduct is available on the website of the Company:
As required, brief profiles and other particulars of the Directors seeking appointment/re-appointment are given in the Notice convening the 3ist Annual General Meeting.
Board Meetings held during the period along with the dates of the Meetings
The Meetings of the Board/Committees are normally planned a year in advance and the notice of each Board / Committee Meetings is issued 21 days ahead of the date of the Meetings. The Board meets at least once in a quarter to transact various businesses including the quarterly financial results of the Company. Detailed agenda with suitable explanatory notes are circulated to the Directors in advance to the Meetings.
During the period the Board met four times on the following dates:
May 28, 2015, August 6, 2015, November 5, 2015 and February 11, 2016
During the year, a separate meeting of the Independent Directors was held on February 11, 2016 without the attendance of non-independent Directors and members of the Management.
During the year a special Investment Committee meeting for approval of investment in a wholly owned subsidiary Bhadra Castalloys Pvt. Ltd. was held on February 19, 2016 comprising of Mrs. Deepa Hingorani and Mr. Viraj Naidu
The Board at its meetings reviewed compliance reports prepared by the Company on quarterly basis.
Compliance with the Code of Conduct
The Company has adopted "Norican Code of Conduct" and has framed a Whistle Blower Policy aimed at better Corporate Governance and continued
Vigil Mechanism which is available on the website of the Company. weblink <http://www.disagroup.com/pdf/DII>_CodeofConduct1.pdf
3. Audit Committee
The Audit Committee with powers, role and terms of reference as per the applicable Sections of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 is responsible for over-viewing the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible; recommending the appointment and removal of the Statutory and Internal Auditors, fixation of audit fees, the approval for payment for any other services and reviewing with the management the annual financial statements before submission to the Board, including evaluation of internal financial controls and risk management systems and reviewing the functioning of Whistle Blower Mechanism.
The Committee has three members with Mrs. Deepa Hingorani as the Chairperson.
The Internal Auditors and Statutory Auditors attend the meetings of the Audit Committee, by invitation.
Meetings and the attendance during the year
The Committee met four times during the year on the following dates:
May 28, 2015, August 6, 2015, November 5, 2015 and February 11, 2016
4. Nomination & Remuneration Committee Meetings and the attendance during the year
The Committee has three members with Mr. Sanjay Arte as Chairman. The Managing Director is invited to the Committee meetings whenever required.
The Committee met two times during the year on the following dates:
November 5, 2015 and February 11, 2016
The Nomination and Remuneration Committee has the objective of formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
The Committee reviews the following among others:
Formulation of criteria for evaluation of Independent Directors and the Board; Devising a policy on Board diversity;
Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal:
Various criteria including minimum and maximum age, minimum qualification, desired background, diversity evaluation and remuneration criteria for the Directors, KMPs and other employees.
Remuneration Policy, Performance Evaluation, Policy on Board Diversity
The Objective and broad frame work of the policy is to consider various criteria for the appointment and evaluation of Independent Directors, KMPs, and other employees, minimum and maximum age, minimum qualification, desired background, diversity evaluation. Following is the broad framework established by the Committee for this purpose:
5. Remuneration paid to Directors
Non-Executive Non Independent Directors
There was no compensation paid to any of Non Executive, Non Independent Directors during the year. The Sitting fees indicated above indicate payment for participation in the Board and Committee Meetings. The total amount of commission payable
to Independent Directors is Rs.300,000/- p.a. (Rupees Three Lakhs only) in respect of any one financial year for the proportionate period of their Board membership with the Company, subject to approval by the Board and shareholders, if required. The Company reimburses all expenses incurred for participation in the Board/Committee Meetings and expenses in connection with performing the duties as a Director.
None of the Non-Executive Directors hold any equity shares or convertible instruments in the Company. The Company does not have any Stock Option Scheme.
6. Stakeholders' Relationship Committee:
The Stakeholders' Relationship Committee functions to consider and approve share transfers, transmissions, transposition of name, issue of split/ duplicate certificates, ratify confirmations made to the demat requests received by the Company and review the status report on redressal of shareholders' complaints received by the Company/ share transfer agents.
The Committee comprising of three Directors met fourteen(i4) times during the year on the following dates: May 14,2015,June 16, 2015,June 24, 2015, July 24, 2015, August 24, 2015, August 28, 2015, September 10, 2015, October 14, 2015, November 5, 2015, November 17, 2015, November 25, 2015, December 8, 2015, January 5, 2016 and February 29, 2016.
There was one complaint (June Qtr-Nil, Sep Qtr-1, Dec Qtr-Nil March Qtr-Nil) received and redressed during the period ended March 31, 2016. There was no pending share transfer as on March 31, 2016.
Name, Designation & Address of Compliance Officer
Mr. Ankit Surana
DISA INDIA LIMITED
5th Floor, Kushal Garden Arcade
1A, Peenya Industrial Area, 2nd Phase Bangalore 560 058
Phone: +91 80 4020 1450 Fax : +91-80-2839 1661
7. Corporate Social Responsibility Committee
The Company has complied with the provisions of Section 135 of the Companies Act, 2013; the Corporate Social Responsibility Committee has discharged its functions during the year under review. The CSR Policy of the Company is disclosed on the website of the Company
The CSR Committee met on Feb 11, 2016 during the year.
The Committee has formulated a CSR Policy detailing the activities to be undertaken by the Company with a broad objective to create a significant positive impact in the lives of a large number of people & society - beyond its normal course of business operations. Please refer Board's Report for more detailed information on the actions taken.
8. Risk Management
As an established practice, at each Meeting of the Board, the Directors are updated on Risks Identification and steps taken to mitigate the same. Risk Management Policy is hosted on the Company's Website; <http://www.disagroup.com/pdf/DII>_Risk_Management_Policy.pdf
9. CEO/CFO Certification
The Managing Director and the CFO of the Company have certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of Internal Controls for the financial reporting for the period ended March 31, 2016.
10. Related Party Transactions
The Company complied with the requirements of the Companies Act, 2013 and the Listing Agreements and SEBI(LODR) Regulations, 2015 on Related Party Transactions. Prior approvals for all Related Party Transactions (RPTs) are obtained from the Audit Committee.
The Company has disclosed the Policy on dealing with Related Party Transactions on its website.
a) Transactions with the related parties are disclosed in Notes forming part of the Financial Statements under Sl. No.24.2
The Register of Contracts containing the transactions, in which Directors are interested, is placed before the Board every quarter and approved. These transactions are in the normal course of business entered at arm's length price mechanism.
During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets.
It is affirmed that no person has been denied access to the Audit Committee.
12. Means of Communication
The quarterly/half year/ annual financial results are published in leading Newspapers such as Financial Express (in English) and Sanjevani (in Kannada) and also are displayed on BSE website and the Company's website hence are not individually sent to the Shareholders. The general information about the Company and the information as required under the Companies Act 2013, and SEBI (LODR) Regulations 2015 have been uploaded on the Company's website : <http://www.disagroup.com/en/sites/disa/content/about_us/investor_relations.aspx>
13. General Information to Shareholders
a) AGM :
Date: Friday, August 12, 2016
Time: 11:00 Hrs
Venue: Vivanta by Taj, Yeshwanthpur, Bangalore - 560022
Period 12 months : April 2015 to March 2016
Date of Book Closure : August 4, 2016 to August 12 ,2016 (both days inclusive)
Listing on Stock Exchange : BSE Ltd.
Scrip code is 500068 Date of payment of dividend: August 29, 2016
b) Registrar and Transfer Agents (RTA)
Integrated Enterprises (India) Limited, No. 30, Ramana Residency, Ground Floor, IV Cross, Sampige Road, Malleswaram, Bangalore -560 003, Tel : 23460815/816 is the Company's Registrar and Share Transfer Agents. They have the requisite registration with SEBI.
c) Share Transfer System
The Company's Share Transfer Committee meets regularly and expeditiously handles the procedures related to application for transfer of shares. The RTA has the requisite infrastructure to process all activities related to share transfers. The system is further audited by a Practising Company Secretary and the required certificates/ reports to this effect as also those related to dematerialisation, reconciliation of Shares etc. are issued and filed with the Stock Exchanges where the Company's Shares are enlisted.
The Company's Shares are compulsorily traded in the demat form and the ISIN No. allotted is INE 131CO1011.
d) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity. –
Plant Locations :
1) No. 28-32, Satyamangala Industrial Area Tumkur - 572 104 Tel: 0816 2211290 / 2211291
2) Plot No.50, KIADB Industrial Area Hosakote - 562 114 Tel: 080 27971310 / 27971516
e) Address for correspondence Registered & Corporate Office :
DISA INDIA LIMITED
5th Floor, Kushal Garden Arcade, 1A, Peenya Industrial Area, Peenya 2nd Phase, Bangalore 560 058
Phone: 91-80-4020 1400 to 04
14. Declaration by the Managing Director under SEBI(LODR) Regulations, 2015 regarding compliance with Code of Conduct.
I hereby confirm that all the Directors and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct as applicable to them, for the Financial Year ended March 31, 2016.
For DISA India Limited
Viraj Naidu Managing Director
DIN : 01284452
Place : Bangalore
Date : May 26, 2016