24 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:57 PM
Elpro International Ltd.

BSE

  • 54.90 -0.15 (-0.27%)
  • Vol: 7816
  • BSE Code: 504000
  • PREV. CLOSE
    55.05
  • OPEN PRICE
    54.15
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    54.90(100)

NSE

  • 0.00 0.00 (0%)
  • Vol: 0
  • NSE Code: ELPROINTL
  • PREV. CLOSE
    0.00
  • OPEN PRICE
    0.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    0.00(0)

Elpro International Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1) Company's Philosophy:

The Company has been following Corporate Governance through implementing good governance policies at the organizational level to ensure transparency, integrity and accountability to meet its obligations towards all stakeholders in a balanced and accountable manner. The company undertakes good corporate governance policies to ensure long term value creation for its stakeholders. The Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder's expectations. Your company has fulfilled all the existing guidelines under Clause 49 of the Listing Agreement.

2) Board of Directors:

a) Composition of Board:

As on March 31, 2015, there are 7 (Seven) Directors on the Board of the Company of which 1(One) is a Promoter Director, 2 (Two) Executive Directors and 4 (Four) Non-Executive Independent Directors.

b) Number of shares held by Non-Executive and Independent Directors as at 31st March, 2015: -NIL-

3) Audit Committee:

a) Composition:

The Audit Committee of the Company is comprised of 3(three) directors, out of which all are Independent, Non-Executive Directors.

c) Terms of Reference:

The terms of reference of this Committee are wide and cover the matters specified under the Listing Agreement. Apart from all the matters provided in Clause 49 of Listing Agreement and Section 177 of the Companies Act, 2013, the Audit Committee reviews reports of the Internal Auditors, meets Statutory Auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

The powers, role and terms of reference of the audit committee are as under -

I. Powers -

(a) To investigate any activity within its terms of reference;

(b) To seek information from any employee

(c) To obtain outside legal or other professional advice;

(d) To secure attendance of outsiders within relevant expertise, if it considers necessary;

II. Role -

(e) Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(f) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

(g) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(h) Receiving / examining, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

• Matters required to be included in the director's responsibility statement to be included in the Board's Report in terms of section 134(3)(c) of the Companies Act, 2013.

• Changes, if any, in accounting policies and practices and practices and reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgment by management.

• Significant adjustments made in the financial statements arising out of audit findings.

• Compliance with listing and other legal requirements relating to financial statements.

• Disclosure of any related party transactions.

• Qualifications in the draft audit report;

(i) Reviewing/examining, with the management, the quarterly financial statements before submission to the board for approval;

(j) Reviewing/examining/monitoring, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer documents/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

(k) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

(l) Approval or any subsequent modification of transactions of the Company with related parties;

(m) Scrutiny of inter-corporate loans and investments;

(n) Valuation of undertakings or assets of the Company, wherever it is necessary; (o) Evaluation of internal financial controls and risk management systems:

(p) Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems;

(q) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure converted and frequency of internal audit;

(r) Discussion with internal auditors of any significant findings and follow up there on;

(s) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

(t) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(u) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(v) To review the functioning of the whistle blower mechanism;

(w) Approval of appointment of CFO (i.e. the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc., of the candidate;

III. Review of information -

(x) To mandatorily review the following information -

• Management discussion and analysis of financial condition and results of operations.

• Statement of significant related party transactions (as defined by the audit committee), submitted by management.

• Management letters/letters of internal control weaknesses issued by the statutory auditors

• Internal audit report relating to internal control weaknesses.

• The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

(y) To deal with such matters as may be delegated / referred to by the Board of directors from time-to-time;

(z) To delegate any of the above matters to any executive of the Company/sub-committee except those not allowed to be delegated under law:

4) Nomination and Remuneration Committee:

c) Terms of Reference:

The terms of reference of this Committee are wide enough covering the matters specifiedas per Section 178 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

Scope and Duties

a. The Scope of work of Nomination and remuneration Committee will include:

(i) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

(ii) The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

(iii) To oversee and monitor the Familiarization Programme for Independent Directors.

b. The Nomination and Remuneration Committee shall, while formulating the policy as above shall ensure that—

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

c. Duties of Nomination and Remuneration Committee

(i) The duties of the Committee in relation to nomination matters include:

• Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;

• Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

• Identifying and recommending Directors who are to be put forward for retirement by rotation.

• Determining the appropriate size, diversity and composition of the Board;

• Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

• Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

• Evaluating the performance of the Board members and Senior Management in the context of the Company's performance from business and compliance perspective;

4) Nomination and Remuneration Committee: a) Composition:

The Nomination and Remuneration Committee is comprise of 3 (three) Independent, Non-Executive Directors.

c) Terms of Reference:

The terms of reference of this Committee are wide enough covering the matters specifiedas per Section 178 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

Scope and Duties

a. The Scope of work of Nomination and remuneration Committee will include:

(i) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

(ii) The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

(iii) To oversee and monitor the Familiarization Programme for Independent Directors.

b. The Nomination and Remuneration Committee shall, while formulating the policy as above shall ensure that—

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

c. Duties of Nomination and Remuneration Committee

(i) The duties of the Committee in relation to nomination matters include:

• Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;

• Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

• Identifying and recommending Directors who are to be put forward for retirement by rotation.

• Determining the appropriate size, diversity and composition of the Board;

• Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

• Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

• Evaluating the performance of the Board members and Senior Management in the context of the Company's performance from business and compliance perspective;

• Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

• Delegating any of its powers to one or more of its members or the Secretary of the Committee;

• Recommend any necessary changes to the Board; and

• Considering any other matters, as may be requested by the Board.

(ii) The duties of the Committee in relation to remuneration matters include:

• to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.

• to approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

• to delegate any of its powers to one or more of its members or the Secretary of the Committee.

• to consider any other matters as may be requested by the Board.

e) Remuneration to Non-Executive Directors consists of sitting fees:

The Non-Executive Directors are entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings. Payments for the period 1st April, 2014 to 31st March, 2015to Non-Executive Directors are as follows:

f) Nomination and Remuneration Policy: The Nomination and Remuneration Committee has adopted a Policy which, inter alia, deals with the manner of selection of Board of Directors, Senior Management and Key Managerial Persons and their remuneration. The same is annexed to the Directors' Report.

g) Criteria of selection of Non-Executive Directors

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

In case of appointment of Independent Directors, the Committee shall satisfy itself with regards to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

The Committee shall ensure that the candidate identified for the appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

The Committee will also ensure that the incumbent fulfils such other criteria with regards to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

5) Stakeholders Relationship Committee:

The Committee is renamed from Shareholders/Investors Grievance Committee to Stakeholders Relationship Committee as per requirement of Section 178(5) of the Companies Act, 2013 w.e.f. 13th August, 2014.

a) Composition:

Stakeholders Relationship Committee comprises of following Directors as its members. There were 25 (Twenty Five) meetings held during the year 2014-15to approve transfer, transmission, consolidation, sub­division, issue of duplicate Share Certificates, request for dematerialization of the Company's shares, redressing of investors' complaints, etc.

b) Complaints:

3 investor complaintswere received and 2 were resolved during the year. There is one claim pending to be resolved as at 31st March, 2015 which has since been resolved.

c) Pending share transfer:

The number of share transfers received during the year under review and which are pending are Nil.

d) Name and Designation of Compliance Officer:

Mrs. Rashmi Patkar, Company Secretary and Compliance Officer

6) Corporate Social Responsibility (CSR) Committee:

7) Subsidiary Company:

The minutes of the Board Meeting and Financial Statement of Elpro Estates Limited were periodically placed before the Board.

8) Disclosures regarding materially significant related party transactions:

Transactions of inter- corporate deposits, investments, etc. are entered with related parties that do not have any potential conflict with the interest of the Company at large. However, the Company has taken approval from the Audit Committee for all the related party transactions during the year. Full disclosures as per Accounting Standard 18 issued by the Institute of Chartered Accountants of India on related party transactions, is given in theNote No.37of Notes to Accounts.

9) Disclosures regarding non-compliance:

There were no instances of non-compliance or penalty, strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to capital markets during the last three years.

10) Vigil Mechanism:

Your Company has in place a Vigil Mechanism for Directors and employees to report concern about the unethical behaviour, actual or suspected fraud and violation of the Code of Conduct or Ethics Policy. The Policy is in line with your Company's Code of Conduct, Vision and Values and forms part of good Corporate Governance.

11) Code of conduct for the Board of Directors -

The Company has the Code of Conduct for its Directors and Senior Management in place. The Code of Conduct helps to maintain high standards of ethical business conduct for the Company. In terms of the Code of Conduct, Directors and Senior Management must act within the boundaries of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company.

12) Shareholders:

a) Means of Communication:

The Quarterly Un-Audited (Provisional) Results and the Annual Audited Financial results of the Company are sent to the Stock Exchange immediately after they are approved by the Board and are also published in one vernacular newspaper vis. "Navshakti" and one English newspaper viz. "Free Press Journal". Also, they are uploaded on the Company's website www.elpro.co.in . The results are published in accordance with the guidelines of the Stock Exchange.

The Company has not made any presentations to any institutional Investors/Analyst during the year.

b) Share Transfer Agents:

M/s. Sharex Dynamics (India) Pvt. Ltd., Unit - 1, Luthra Indl. Premises, Safed Pool, Andheri-Kurla Road, Andheri (E), Mumbai - 400 072.

c) Share Transfer System:

All physical share transfers are effected within 15 days of lodgement, subject to the documents being in order.

d) Management Discussion and Analysis:

The Management Discussion and Analysis giving an overview of the Company's business and its financials is provided as part of this Annual Report.

13) General Shareholder Information:

AGM: Date, Time and Venue

26-09-2015 at 9.30 A.M at National Sports Club of India, Lala Lajpat Rai Marg, Worli, Mumbai

Financial Calendar (Tentative) 2015-2016

First Quarter Results - 12th August, 2015

Half - Yearly Results - 2nd Week of November, 2015

Third Quarter Results - 2nd Week of February, 2016

Results for the year ending on 31st March -3rd week of May, 2016

Book Closure Date: 10th September, 2015

Dividend payment date :Not applicable

Transfer of unclaimed amount to Investor Education and Protection Fund

 No transfer was required as per Investor Education andProtection Fund (Awareness and Protection of Investors)Rules, 2001

Listing Status

BSE Limited (BSE), Mumbai

The Company has paid the listing fees for the period 1st April, 2015 to 31st March, 2016 to BSE Limited.

Pune Stock Exchange Limited (PSE), Pune

The Company is voluntarily delisted w.e.f January 9, 2015 from PSE in the year 2014-15 in accordance with the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 for Voluntary Delisting of Shares from the Stock Exchanges and SEBI circular CIR/MRD/DDS/18/2014 dated May 22, 2014.

Stock Code-Physical 504000 on BSE Limited, Mumbai.

ISIN Number for NSDL & CDSL INE579B01021

Registrar and Transfer Agents

Sharex Dynamic (India) Private Limited

Unit – 1, Luthra Indl. Premises, Safed Pool,Andheri-Kurla Road, Andheri (E), Mumbai – 400 072.

Share Transfer System

All the transfers received are processed by Registrar and Transfer Agents and approved by the Shareholders’ /Investors’ Grievances Committee of the Company

Dematerialization of Shares and Liquidity

97.32% of paid up capital has been dematerialized as on 31st March, 2015

Outstanding GDRs/ ADRsl Warrants or any Convertible Instruments, conversion date and likely impact on equity

Not Issued

Plant Location

The Company's plant were located at Chinchward, Pune

Address for correspondence

Regd. Office:

"NIRMAL' 17th Floor, Nariman Point, Mumbai - 400021

Annexure - A

1) Compliance Certificate

Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed to the Directors' Report forming part of the Annual Report. This Certificate is also being forwarded to the Stock Exchange along with the Annual Report of the Company.

2) Audit Qualification:

The Company is in the regime of unqualified financial statements.

3) Address for Correspondence:

The Company Secretary

Elpro International Limited

17th Floor, Nirmal, Nariman Point, Mumbai - 400 021

Phone: 022 22023075 / 40299000 Email: investor@elpro.co.in   

4) Green Initiative in the Corporate Governance:

As part of the green initiative process, the Company has taken initiative of sending documents like notice calling Annual General Meeting, Corporate Governance Report, Directors Report, Audited Financial Statements, auditors Report, etc. by email. Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases. Shareholders are requested to register their email id with Registrar and Share Transfer Agent / concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode.