Report on Corporate Governance in terms of Clause 49 of the Listing Agreement
1. Company's Philosophy on Corporate Governance
The Company firmly believes that good corporate governance is the foundation of corporate excellence. A sound governance process consists of a combination of business practices which result in enhancement of shareholder value and enable the Company to fulfill its obligations to customers, employees, financiers and to the society in general. The Company aims to increase and sustain its corporate value through growth and innovation. Your Company has been observing the key principles of the code and is committed to take adequate measures towards achieving full compliance of the Corporate Governance code. The areas where the Company is observing the recommendation of SEBI code are given below:
2. Board of Directors
Board of Directors of the Company consists of an Executive Director and five Non-Executive Directors. Three Non-Executive Directors are independent and they have no pecuniary relationship with the Company in their capacity as Director. During the year ended 31.03.2015, the Board met five times and the maximum gap between two meetings was not more than 120 days. The above composition of the Board meets the requirements of the Listing Agreement and the Companies Act, 2013.
Board and Committee Memberships
As mandated by the revised Clause 49 which has become applicable to the Company with effect from 1 October, 2014, none of the Directors on the Board is a Member of more than ten (10) Committees and none is a Chairman of more than five (5) Committees across all the Indian Public Limited Companies in which they are Directors. All the Directors have made necessary disclosures regarding Committee positions held by them in other Companies. The table below gives the details of Directorships, Committee Memberships and Chairmanships in Indian Companies as on 31st March 2015. It excludes Directorships of Private Limited Companies, Foreign Companies and Section 8 Companies. For the purpose of reckoning the limit, the Chairmanship / Membership of the Audit Committee and the Stakeholders' Relationship Committeealone has been considered.
During the year, Board Meetings were held on 26.5.2014, 09.8.2014, 26.9.2014, 25.10.2014 and 11.02.2015.
Inter-se relationship of Directors :
1. Mr. M.P.Purushothaman, Mr.SheejuPurushothaman and Ms. NishaPurushothaman are relatives as per the provisions of the Companies Act.
2. Mr. T.S.Raghavan, Mr.M.K.Mohan and Mr.M.P.Mehrotra are not relatives under the provisions of the Companies Act.
3. Audit Committee
The Audit Committee of the Company comprises of the following Directors as members of the Committee. Mr. T.S.Raghavan Independent Non-Executive (Chairman)
Mr. M.P.Mehrotra Independent Non-Executive (Member)
Ms. NishaPurushothaman Promoter - Executive (Member)
The terms of reference of the audit committee cover the matters specified under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.
4. Nomination and Remuneration Committee
The Nomination and Remuneration Committee, comprising of Mr.M.K.Mohan, Mr.T.S.Ragavan and Ms.NishaPurushothaman, has been constituted under the Chairmanship of Mr.M.K.Mohan to determine the quantum and components of the remuneration to be paid to the Whole-time Directors/KMPs.
In the meeting held on 11.02.2015, The Nomination and Remuneration Committee formulated a policy on remuneration to be paid to the Whole time Directors / KMPs. The Non-Executive/independent Directors of the Company are paid sitting fees for attending Board/Committee meetings and reimbursement of expenses towards travel, and miscellaneous expenses.
The terms of reference of the Nomination and Remuneration Committee cover the matters specified under Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.
Nomination and Remuneration Policy of the Company is annexed to the Board's Report as an annexure.
5. Stakeholders' Relationship Committee
The Committee, inter alia, approves share transfers, transmissions and also requests for issue of duplicate certificates, split/consolidation of shares etc and oversees all matters connected with securities transfers and other processes and meetings are held frequently. The Committee also looks into redressal of shareholders' complaints related to share transfers, non receipt of balance sheets, non-receipt of dividend etc. The committee oversees the performance of the RTA and recommends overall improvement of the quality of investor services. A meeting of this Committee was held on 11.02.2015 during the period under review. During the year 2014-15, no complaints were received and no investor complaint was pending as on 31.03.2015.
6. CSR Committee -
8. Composite Scheme of Arrangement Subsequent to the withdrawal of Composite Scheme of amalgamation of Empee Distilleries Ltd. and Appllo Wind Energy Pvt Ltd with the Company, necessary applications were made before the Hon'ble High Court of Andhra Pradesh and the same is pending for Orders.
9. Code of Conduct
In consonance with the requirements of the amended Clause 49 of the listing agreement, Board of Directors has laid down a code of conduct for the Board members and senior management of the Company. The said code of conduct has also been posted on the Website of the company, www. empeegroup.co.in. The directors and senior management are committed to strict adherence of the code and to conduct the business in an ethical and transparent manner.
10. Risk Management
The company has laid down procedures to inform board members about the risk assessment and minimization procedures. The Board periodically discusses the significant business risks identified by the management and the mitigation process being taken up.
11. Prevention of Insider Trading
The company has framed a code of conduct for prevention of Insider Trading based on SEBI (Insider Trading) Regulations, 1992. This code is applicable to all directors/officers/designated employees. The code ensures the prevention of dealing in company's shares by persons having access to unpublished price sensitive information.
i. There were no materially significant related party transactions that may have potential conflict with the interests of company at large.
ii. There are no non-compliances by the Company on any matter related to capital markets, during the last three years. There were no penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
iii. The Company has a Whistle Blower policy. No personnel has been denied access to the audit committee.
iv. The Company has complied with all the mandatory requirements of this clause. With regard to adoption of non mandatory requirements, the non-Executive Chairman has been provided with a Chairman's office at the Company's expense. A remuneration committee has been formed to determine the remuneration of executive directors.
v. Investor complaints of non-receipt of dividends, non-receipt of annual report etc., forwarded by SEBI are periodically resolved and updated into SCORES (SEBI Complaints Redress System) website and no complaints is pending during the year under review.
vi. Performance Evaluation of Directors, Board and Committees are given in the Directors report.
vii. policy on dealing with Related Party Transactions has been disclosed on the website of the Company, which can be accessed at the weblink ww.empeegroup.co.in.
viii. Pecuniary relationship or transactions of the non-executive directors vis-a-vis the company.- Nil
ix. Number of shares and convertible instruments held by non-executive directors - Nil
13. Subsidiary Companies
The minutes of the board meetings of the subsidiary companies namely, M/s.Empee Power Company (India) Ltd. and M/s.Appollo Wind Energy Pvt Ltd. is placed before the Board of Directors of the Company for their review.
14. Compliance with Corporate Governance Norms
The Company has complied with the mandatory requirements of the code of corporate governance as stipulated in clause 49 and 54 of the listing agreement with the stock exchanges. The certificate from statutory auditors is annexed to the Directors' Report.
15. Means of communication
The Company is publishing quarterly unaudited / annual audited financial results in the Business Standard and Andhra Jothi (vernacular language). The Company has posted the quarterly/ annual results in the Company's website www.empeegroup.co.in. No presentations were made to institutional investors or to the analysts during the period.
16. General Shareholder Information
i. AGM Date, time and venue
22.09.2015 at 11.30 a.m.
Ayyapareddipalem Village Naidupet-524 126 Nellore District, Andhra Pradesh
ii. Financial year
iii. For the year ended 2015-16
First quarter result Before 14th August, 2015
Second quarter result Before 14th November, 2015
Third quarter results Before 14th February, 2016
Fourth quarter results Before 14th May, 2016
iii. Date of Book closure
16th September 2015 to 22nd September 2015 (both days inclusive)
iv. Listing on Stock Exchanges
v. Stock Code
vi Registrars and Share Transfer Agents
M/s.Cameo Corporate Services Limited
No.1, Subramaniam Building,Club House Road, Chennai - 600 002
vii Share Transfer system
Share transfers are registered and returned within a period of 30 days from the date of receipt, if the documents are clear in all respects, by the Committee which meets every week.
viii. Dematerialisation of shareholding and liquidity
94.11% of total equity share capital is held in dematerialized form with NSDL and CDSL.
ix. Outstanding GDR/ADR/Warrants or any convertible instruments, conversion date and impact on equity
xiv. Plant locations
1.Andhra Pradesh Unit :Ayyapareddipalem Village Naidupet-524 126 Nellore District, Andhra Pradesh.
2. Tamilnadu Unit: Idaikkai Village Ambasamudram Taluk Tirunelveli District Tamilnadu.
x. Address for correspondence
Empee Tower, No.59, Harris Road Pudupet, Chennai - 600 002 E-mail ID: email@example.com