CORPORA TE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
Corporate Governance is not only about complying the law but adopting its principles as an integral part of business. In accordance with the clause 49 of the Listing Agreement with BSE Limited (BSE), the report containing the details of Corporate Governance is as follows:
Corporate Governance is the interaction of the management, Members and the Board of Directors to help ensure that all stake holders are protected against managers acting solely their own best interest. The Corporate Governance process has to ensure that the societal measures employed by the Company are utilized in a manner that meets with the stakeholders' aspirations and societal expectations. Corporate Governance consists of laws, policies, procedures and, most importantly, practices that ensure the well being of the assets of the Company. Corporate Governance is at its highest levels when the Management is acting as if they are long-term investors in the Company.
Your company has a strong history of operating with integrity- at all levels, both internally and externally. We have a highly experienced Board of Directors, which helps us maintain the highest standards of Corporate Governance. Our Audit Committee is comprised of Independent and Executive Directors, with appropriate financial skills to provide good oversight. We have in place strong internal controls, to ensure compliance with all relevant regulations and standards. Our rigorous business process controls include ongoing programs of self-assessment, controls, as well as internal and external audits.
Your company has adopted a Code of Conduct for its Directors, which is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct.
BOARD OF DIRECTOR
The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the Company and has been vested with requisite powers, authorities and duties.
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management.As on March 31, 2015, the Board consists of 6 (Six) members. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to business.
The number of Directorships, Committee Memberships/Chairmanships of all Directors is within respective limits prescribed under the Companies Act, 2013 and Listing Agreement.
Attendance of each Director at Board Meetings and last Annual General Meeting:
During the financial year 2014-15, 5 (five) Board Meetings were held on May 27, 2014, August 11, 2014, September 03, 2014, November 13, 2014 and February 12, 2015. The last Annual General Meeting of the Company was held on September 30, 2014.
The normal business of the Board includes:
• Framing and overseeing progress of the company's annual plan and operating framework;
• Framing strategies for shaping of portfolio and direction of the Company and for corporate resource allocation;
• Reviewing financial plans of the company;
• Reviewing quarterly and annual business performance of the Company;
• Reviewing the Annual Report and accounts for adoption by the members;
• Reviewing the progress of various functions and businesses of the Company;
• Reviewing the functioning of the Board and its Committees;
• Reviewing the functioning of the subsidiary companies;
• Considering and approving declaration/recommendation of dividend;
• Reviewing and resolving fatal or serious accidents or dangerous occurrences, any materially significant effluent or pollution problems or significant labour issues, if any;
• Reviewing the details of significant development in human resources and industrial relations front;
• Reviewing details of foreign exchange exposure and steps taken by the management to limit the risks of adverse exchange rate movement;
• Reviewing compliance with all relevant legislations and regulations and litigation status, including materially important show cause, demand, prosecution and penalty notices, if any;
• Reviewing board remuneration policy and individual remuneration packages of Directors;
• Advising on corporate restructuring such as merger, acquisition, joint venture or disposals, if any;
• Appointing directors on the Board and Members of Management Committee;
• Reviewing Corporate Social Responsibility policy of the Company and monitoring implementation thereof;
Reviewing details of risk evaluation and internal controls;
• Reviewing reports on progress made on the ongoing projects;
• Monitoring and reviewing Board Evaluation framework.
COMMITTEES OF THE BOARD Audit Committee:
The Company has an adequately capable Audit Committee and its composition meets the requirements of section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement. As on 31st March, 2015, the Committee comprised of 3 (Three) Directors viz.Mr. Nikhil Pednekar, Mr. Rajgopalan Iyengar and Mr. KiranThakore. All the members of the Committee are financially literate and have accounting or related financial management expertise as mandated by clause 49 of the Listing Agreement. During the year ended on 31st March, 2015 the Audit Committee met 5 (Five) times viz. May 16, 2014, July 30, 2014, September 01, 2014, October 31, 2014 and January 30, 2015. The attendance record of the Audit Committee meetings is given in the table below:
The Terms of reference of the Audit Committee include:
• To review any change in accounting policies and practices;
• To confirm whether major accounting entries are based on exercise of judgments by management;
• To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
• To recommend the appointment, remuneration and terms of appointment of auditors of the Company;
• To check whether there are any significant adjustments arising out of audit;
• To confirm whether the accounts are prepared on going concern basis;
• To confirm whether the accounts are prepared by applying applicable accounting standards;
• To review whether the financial statements comply with the Stock Exchange and Legal requirements.
• To check whether there are nay related party transactions which may have potential conflict with interests of Company.
• To discuss with auditors on whether they have any post audit concerns;
• To check whether there are any defaults in payment to creditors and shareholders;
• To evaluate internal financial controls and risk management systems of the Company;
• To review 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 value and reporting the matter to the Board;
Nomination and Remuneration Committee:
The Company has a duly constituted Nomination and Remuneration Committee, which amongst others is responsible for identifying and recommending persons who are qualified to become Directors or appointed as part of senior management of the Company and laying down remuneration policy.
As on 31st March, 2015, the Committee comprised of 3 (Three) Non-Executive Directors viz. Mr. Nikhil Pednekar, Ms. Kaveeta Aanaand* and Mr. KiranThakore. During the year ended 31st March, 2015, the Nomination and Remuneration Committee met once on August 27, 2014 and all the members of the Committee were present at the meeting.
*Appointed in place of Mangesh Gurav in meeting 13.11.2014
Terms of Reference:
• Reviewing the structure, size and composition of the Board, and making recommendations to the Board with regards to changes, if any.
• Evaluating the balance of skills, knowledge and experience of the Board and, in light of this evaluation, preparing a description of the roles and capabilities required for particular appointments.
• Reviewing time required from each Non-Executive Director, and assessing whether he or she has given sufficient commitment to the role.
• Considering succession planning taking into account the challenges and opportunities faced by the Company, and what skills and expertise are needed from members of the Board in the future.
• Ensuring that on appointment to the Board, the non-executive Directors receive formal letter of appointment setting out clearly what is expected of them in terms of time commitment.
• Identifying persons who are qualified to become Directors and who may be appointed in senior management and recommending to the Board their appointment and removal.
• Formulating criteria for determining qualifications, positive attributes and independence of a Director.
• Carrying out evaluation of the performance of the Board, individual Directors and of various Board Committees.
• Devising a policy on Board Diversity.
• Recommending to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. While formulating the policy, Committee must ensure that:
a 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. b Relationship of remuneration to performance benchmarks.
c The remuneration of Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long performance objectives appropriate to the working of the Company and its goals.
d A significant proportion of Directors Remuneration is structured so as to link rewards to corporate and individual performance.
e Taking into account factors it deems relevant and gives due regard to the interests of shareholders and to the financial and commercial health of the Company.
• Overseeing the company's Share option schemes and long term incentive plans, which include determination of the eligibility for benefits and approval of total annual payments.
Stakeholders Relationship Committee:
In accordance with the provisions of section 178 of the Companies Act, 2013 and clause 49 of the Listing Agreement, the erstwhile Investor Grievance Committee has been reconstituted as Stakeholders Relationship Committee (SR Committee) by the Board of Directors at its meeting held on May 27, 2014.
The SR Committee takes note of the minutes of the Share Transfer as well as other important shareholders matters which require attention of the committee members.
As on 31st March, 2015, the Committee comprised of 2 (Two) Non-Executive Directors viz. Mr. Nikhil Pednekar and Mr. Kiran Thakore and 1 (One) Executive Director viz. Mr. Mangesh Gurav. During the year ended 31st March, 2015, the Stakeholders Relationship Committee met 4 (Four) times viz May
All complaints have generally been resolved to the satisfaction of the complainants except for disputed cases and subjudice matters, which would be resolved upon final disposal by the Courts or by authorities before whom they are pending.
Terms of Reference:
• To approve/refuse/reject registration of transfer/transmission/transposition of shares.
• To allot shares on exercise of stock option and to authorize issue of share certificates.
• To monitor redressal of investors/shareholders/security holders grievances.
• To oversee the performance of the Company's Registrar and Share Transfer Agent.
• To recommend methods to upgrade the standard of services to investors.
• To authorize:
a Issue of duplicate share certificates and issue of share certificates after
split/consolidation/rematerialization of shareholding. b Printing of share certificates.
c Affixation of common seal on share certificates of the Company. d Directors/Managers/Officers/Signatories for signing/endorsing share certificates. e Necessary applications/corporate actions to stock exchanges and depositories arising out of and incidental to the exercise of options by the employees.
Risk Management Committee:
The Board constituted a Risk Management Committee on November 13, 2014. The Committee consists of three Directors viz. Mr. Mangesh Gurav, Mr. Kiran Thakore and Mr. Nikhil Pednekar. During the Financial Year 2014-15, 1 (One) meeting of the committee were held on February 16, 2015 in which all the members were present.
Terms of Reference:
• To ensure there is an embedded, robust process in place throughout the company to identify, assess, mitigate and report business risks with clear lines of ownership.
• To drive and co-ordinate risk management process covering all areas of risk (including operational, strategic, financial, commercial, regulatory, reputational, etc.) through an appropriate business risk management organization.
• To ensure that the business risk strategy and management processes comply with applicable regulatory requirements and corporate governance principles.
• To ensure that the business risk management principles and processes are widely understood across the Company through adequate induction, training and awareness programs.
• To periodically monitor and review Company's key business risks and risk mitigation plans, and advise the Board of business risks which could materially impact the Company's delivery of its business plans, strategy, and reputation, if left untreated.
• To monitor external developments in the business environment which may have an adverse impact on the Company's risk profile, and make recommendations, as appropriate.
• To sponsor specialist reviews of key risk areas as appropriate.
• To report to the Board on key risks, risk management performance and the effectiveness of internal controls.
Corporate Social Responsibility (CSR):
As per the provisions of section 135 of the Companies Act, 2013 a Company having turnover of Rs. 1000 Crores and more or Networth of Rs. 500 Crores and more or net profit of Rs. 5 crores and more is required to spend 2% of its average net profit in the previous three years on CSR activities
As your Company does not fall within the prescribed criteria, no separate Committee is formed for undertaking CSR activities. The Board of Directors periodically review the applicability of CSR rules to the Company.
Lead Independent Director
The Company's Board of Directors has designated Mr. Kiran Thakore as the Lead Independent Director. The Lead Independent Director's role is as follows:
• To preside over all meetings of Independent Directors.
• To ensure there is an adequate and timely flow of information to Independent Directors.
• To liaise between the Chairman and Managing Director, the Management and the Independent Directors.
• To preside over meetings of the Board and Shareholders when the Chairman and Managing Director is not present, or where he is an interested party.
• To perform such other duties as may be delegated to the Lead Independent Director by the Board/Independent Directors.
Meeting of Independent Directors:
During the year under review, the Independent Directors held on separate meeting on March 17, 2015 to discuss the process of evaluation of the performance of the Board, its Committees, Chairman and the individual Directors of the Company. The meeting was attended by all the Independent Directors.
1. Disclosures on materially significant Related Party Transactions:
There are no materially significant related party transactions that may have potential conflict with the interests of the company at large. Attention is drawn to Note No. 26(2) to the Financial Statements.
2. The Company has complied with the requirement of regulatory authorities on capital markets and no penalty/stricture was imposed on the company during the last three years.
3. The Company has adopted a Code of Conduct for its Directors and Employees. This code of Conduct has been communicated to each of them. The Code of Conduct has also been put up on the Company's website at the link http://www.empowerindia.in/investor.html.
The Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct of the Company serves as a guide for daily business interactions, reflecting your Company's standard for appropriate behavior and living corporate values.
4. Adoption of non-mandatory requirements under clause 49 of the Listing Agreement is being reviewed by the Board when called for.
5. Whistle Blower Policy:
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a vigil mechanism and Whistle Blower policy under which the employees are free to report violations of applicable laws and regulations and Code of Conduct. The reportable matters may be disclosed to the Audit Committee. The Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.
GENERAL SHAREHOLDER INFORMATION:
Annual General Meeting:
Date,Time and Venue: September 258, 2015; 9:30 a.m;
#97, Mhada, Jankidevi School Road, Four Bungalow, Andheri (West), Mumbai - 400 058. Financial Calendar:
The Company follows April-March as its financial year. The financial results for every quarter beginning from April are declared within 45 days from the end of the quarter except for the last quarter, for which the results are declared within 60 days from the end of the quarter as permitted under Listing Agreement.
Dates of Book Closure: September 19, 2015 to September 25, 2015 (both days inclusive) Listing on Stock Exchanges : BSE Limited Scrip Code : 504351 CIN :L51900MH1981PLC02393 ISIN: INE507F01023
Means of Communication:
The quarterly results are published in Financial Express and Aplamahanagaras required under clause 49 of the Listing Agreement. The Company results and official news releases are displayed on the Company website at the link http://www.empowerindia.in/investor.html
Presentations are made from time to time to analysts and institutional investors and the same are displayed on the Company's website www.empowerindia.in.
Share Transfer System:
Applications for transfer of shares held in physical form are received at the office of the Registrar and Share Transfer Agents of the Company. All valid transfers are processed and registered within 15 days from the date of receipt.
Shares held in dematerialized form are electronically traded in the Depository and the Registrar and Share Transfer Agents of the Company periodically receive from the depository the beneficial holdings so as to enable them to update their records and send all corporate communications, dividend warrants,etc.
Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt, provided they are in order in every respect. Bad Deliveries are immediately returned to Depository Participants under advice to shareholders.
Registrar and Share Transfer Agent:
PurvaSharegistry (India) Private Limited
Unit no. 9, Shiv Shakti Industrial EstateJ.R. BorichaMarg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai- 400011.Email:firstname.lastname@example.org < >Website:www.purvashare.com SEBI Regn. No. : INR000001112
Outstanding GDR's/ADR's/W arrants or any Convertible Instruments:
There were no outstanding GDR's/ADR's/Warrants or any Convertible Instruments as at end March 31, 2015.
Address for Investor Correspondence:
For assistance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt of dividend or any query relating to shares, please write to:
PurvaSharegistry (India) Private Limited
Unit no. 9, Shiv Shakti Industrial EstateJ.R. BorichaMarg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai- 400011.Email:email@example.com < Website:www.purvashare.com
For other grievances you can send us an email at firstname.lastname@example.org >or <mailto:email@example.com> write to the Company at its Registered Office address.
As provided under clause 49 of the Listing Agreement with the Stock Exchange, the Board Members and the Senior Management Team have confirmed compliance with the Code of Conduct for the Financial Year ended March 31, 2015.
For Empower India Limited
Sd/- Vinod Shinde
Chairman & CEO
Place : Mumbai,
Date : September 2, 2015.