1. Your Company is committed to good Corporate Governance in all its activities and processes. The Directors' endeavour is to create an environment of fairness, equity, accountability and transparency in transactions with the underlying objective of securing long-term shareholder value and wealth generation, while, at the same time, protecting the rights of all stakeholders.
2. BOARD OF DIRECTORS
A. Composition of Board
In terms of the Corporate Governance philosophy all statutory and other significant material information is placed before the Board of Directors to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the Shareholders.
The Board of Directors currently consists of six members. Mr Rohit Gambhir was appointed as the Executive Director and Chief Executive for a period of five years effective 1 November, 2013. He was later re-designated as Managing Director with effect from 1 November, 2014. The Board of Directors at present consists of 4 Independent Directors and 2 Non-independent Directors. Other than the Managing Director, all the other members of the Board are Non-executive Directors, including the four Independent Directors.
All Independent Directors possess the requisite qualifications and are very experienced in their own fields. None of the Directors is a member of more than ten committees or Chairman of more than five committees in public limited companies in which they are Directors. Necessary disclosures have been obtained from all the Directors regarding their Directorship and have been taken on record by the Board at its meeting held on 19 May, 2016.
B. Attendance of Director at the Board Meetings and the last Annual General Meeting
During the period 1 April, 2015 to 31 March, 2016 five Board Meetings were held on 26 May, 29 June, 6 August, 5 November, 2015 and on 4 February, 2016; not more than four months elapsed between any two meetings.
The details of the Directors' attendance at the Board Meetings during the year and at the last Annual General Meeting held on 7 August, 2015 and particulars of their other Company Directorships and Committee Memberships / Chairmanships are given below:
E. None of the Directors is related to each other on the Board of the Company and to the Key Managerial Personnel of the Company.
F. None of the Directors holds any shares or convertible instruments in the Company.
G. The Independent Directors are issued a Letter of Appointment setting out therein details of the terms of appointment, duties, responsibilities and expected time commitments. This letter is available at the website of the Company www.esabindia.com Each newly appointed Independent Director is introduced to the Company's practices by way of a booklet and other communication giving details about the Company. The Directors are also taken around the plants of the Company to understand the Company's consumables and equipment production and other processes. The Company Secretary / Statutory Auditors brief the Directors about legal and regulatory updates on a quarterly basis. The details of the familiarization program of the Independent Directors are given in the website of the Company www.esabindia.com
3. AUDIT COMMITTEE
The terms of reference of the Committee are governed by a Charter, covering all applicable matters specified under Part C of Schedule II of Regulation 18 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 dealing with Corporate Governance and Section 177 of the Companies Act, 2013. The Members of the Committee are:
More than two-thirds of the members are Independent Directors and all the members of the Audit Committee are financially literate. The Company's Managing Director, Chief Financial Officer, its Statutory Auditors and its Internal Auditors are permanent invitees to the Committee's meetings held on a quarterly basis. The Company Secretary is Secretary to the Committee. The Cost Auditors are invited for the meetings as and when the Cost Audit Report is considered by the Audit Committee. The Members of the Audit Committee are also given free access to other executives of the Company and such executives attend the meeting at the behest of the Audit Committee. The quorum for Committee meetings is two members or one third of the total strength of the Committee, whichever is higher, but a minimum of two Independent Directors presence is required to constitute a quorum.
Mr K Vaidyanathan the Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on 7 August, 2015 to answer queries from shareholders. The text of the Charter which describes the terms of reference of the Audit Committee is available on the Company's website www.esabindia.com
The Audit Committee assists the Board in the dissemination of financial information and in overseeing the financial and accounting processes in the Company. The terms of reference of the Audit Committee covers all matters specified in Part C of Schedule II of Regulation 18 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also those specified in Section 177 of the Companies Act, 2013. The terms of reference broadly include the following:
• Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statements is correct, sufficient and credible.
• Recommendation for appointment, remuneration and terms of appointment of auditors.
Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
• Reviewing with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval.
• Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
• Reviewing and monitoring the auditor's independence and performance and effectiveness of audit process.
• Approval of any subsequent modification of transactions of the Company with related parties.
• Evaluation of internal financial controls and risk management systems.
• Reviewing with the management, the performance of statutory and internal auditors, adequacy of the internal control systems.
• Discussions with internal auditors on any significant findings and follow up thereon.
• 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 system of a material nature and reporting the matter to the Board.
• Discussions with the 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.
• To look into the reasons, if any, for substantial default in the payment to the shareholders and creditors.
• To review the functioning of the whistle blower mechanism.
• Approval of appointment of Chief Financial Officer.
• Carrying out any other function as is mentioned in the charter of the Audit Committee.
• Management discussion and analysis of financial condition and results of operations.
• Statement of significant related party transactions submitted by the management.
• Management letters / letters of internal control weaknesses issued by the statutory auditors.
• Internal audit reports relating to internal control weaknesses.
The Committee Members have also reviewed the performance of the Committee and the performance of its members at its meeting held on 19 May, 2016.
4. NOMINATION AND REMUNERATION COMMITTEE
a. The Company, to comply with the requirements of Section 178 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has constituted a Nomination & Remuneration Committee. Mr K Vaidyanathan the Chairman of the Nomination & Remuneration Committee was present at the Annual General Meeting of the Company held on 7 August, 2015 to respond to queries from the shareholders. The terms of reference of the Committee are as stipulated under Schedule II Part (D) of the Regulation 19 (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which inter alia includes the following:
• Formulation of criteria for determining qualifications, positive attributes and independence of a director and to recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key Managerial Personnel and Other employees.
• Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.
• Devising a policy on diversity of Board of Directors.
• 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 of Directors their appointment and removal.
• To extend or continue the terms of appointment of the Independent Directors on the basis of the report of performance evaluation of Independent Director.
• Determination of the remuneration / incentives of Managing Director(s) / Executive Director(s) /
Whole time Director(s) / Key Managerial Personnel / Senior Management Personnel and review of the remuneration policy of the Company.
• The Committee also reviews recruitments one level below the Board of Directors and Direct reports to Key Managerial Personnel.
• The Committee also reviews the KPIs / KRAs of the Managing Director and its Direct Reports.
b. There were three meetings held during the year 2015-2016. The details of the composition of the Committee and the attendance of the members
c. Remuneration Policy
The salient features of the policy inter alia are to:
(i) attract, recruit and retain good and exceptional talent
(ii) list down the criteria for determining the qualifications, positive attributes and independence of the Directors of the Company;
(iii) ensure that the remuneration of the Directors, Key Managerial Personnel and other employees is performance driven, motivates them, recognises their merits and achievements and promotes excellence in their performance;
(iv) motivate such personnel to align their individual interests with the interests of the Company, and further the interests of its stakeholders;
(v) ensure a transparent nomination process for Directors with the diversity of thought, experience, knowledge, perspective and gender in the Board; and
(vi) fulfill the Company's objectives and goals, including in relation to good corporate governance, transparency, and sustained long-term value creation for its stakeholders.
d. Performance Evaluation of Independent Directors
As required under Section 134 (p) of the Companies Act, 2013 and Regulation 17 (10) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors assessed the performance of the Independent Directors as per the criteria laid down and have recommended their continuation on the Board of the Company.
The Board of Directors assessed the performance of the Independent Directors on the Board based on parameters such as, relevant experience and skills, ability and willingness to speak up, focus on shareholder value creation, high governance standards, knowledge of business, processes and procedures followed, openness of discussion / integrity, relationship with management, impact on key management decisions etc. The Members of the Committee of audit, nomination & remuneration, a stakeholders relationship, corporate social responsibility and risk management were also assessed on the above parameters and also in the context of the committee's effectiveness vis-a-vis the Act and the SEBI regulation requirements.
The Directors were satisfied with the evaluation results, which reflected the overall engagement and the effectiveness of the Board and its Committees.
5. REMUNERATION OF DIRECTORS AND DISCLOSURES
A sitting fee of Rs.12,500/- per meeting is paid to the Non-executive Independent Directors for attending one meeting of the Board / Audit Committee / Nomination and Remuneration Committee / Corporate Social Responsibility Committee, Independent Director's Meeting and Rs.2,500/- per meeting is paid to them for the meetings of Stakeholders Relationship Committee.
The payment of Commission to Non Executive Directors up to 1% of the profit as calculated under the applicable provisions of the Companies Act, 1956 was approved by the Members at the Annual General Meeting held on 27 April 2011 for a period of five years. The approval was based on their roles and responsibilities and their contribution to the Company in their respective capacities. Based on the above principle, Commission has been individually determined for each Non-executive Director based on their varying commitments of time and effort to the Board and to its Committees. Commission to Managing Director is based on performance and contribution to Company's performance. The approval of the shareholders for payment of such profit based commission not exceeding 1% of the profit as calculated under the applicable provisions of the Companies Act, 2013 is being placed at the forthcoming Annual General Meeting.
During the year, the Company did not have any transaction material or otherwise with any of the Non-executive Independent Directors and with the Key Managerial Personnel. None of the Directors holds any equity shares of the Company. None of the Directors is related to each other and there are no other pecuniary relationships or transactions of the Non-executive Directors vis-a-vis of the Company.
The Company has not granted any stock options to any of its Directors or employees during the year under review.
Criteria for making payments to Non-executive Directors
The Company has laid down the criteria for making payments to the Non-executive Directors. The details of such criteria are available in the Remuneration Policy. The said policy is available and can be viewed under the weblink of the Company www.esabindia.com
6. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee functions under the Chairmanship of Mr V Tandon, a Non-executive Independent Director. The other members of the Committee are Mr S Chand, Mr Daniel A Pryor and Mr Rohit Gambhir.
Mr S Venkatakrishnan, Company Secretary is the Compliance Officer of the Company.
The Directors review the position on all major investors' grievances at meetings of the Board of Directors and the Stakeholders Relationship Committee
All the complaints were responded to as per applicable guidelines and regulations. As at 31 March, 2016 there were no pending share transfers (other than transfers sent under objections). All requests for dematerialization of shares were carried out within the stipulated time period and no share certificate was pending for dematerialization as on 31 March, 2016.
SEBI vide circular Ref CIR/OIAE/2/2011 dated June 3, 2011 informed the Company that they had commenced processing of investor complaints in a web based complaints redress system viz. SCORES. Under this system all complaints pertaining to companies are electronically sent through SCORES and the companies are required to view the complaints pending against them and submit action taken report along with supporting documents electronically in SCORES.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with Section 135 (1) of the Companies Act, 2013 the Company has constituted a Corporate Social Responsibility Committee consisting of one Independent Director, one Non-executive Director and the Managing Director. Ms Sabitha Rao is the Chairperson of the said Committee, Mr Daniel A Pryor, Chairman of the Board and Mr Rohit Gambhir, Managing Director are the Members of the said Committee.
The said Committee was newly constituted under the Act with effect from 31 July, 2014.
The Committee had laid down the Policy on Corporate Social Responsibility stating therein the strategy, objectives, funding & allocation for the CSR projects implementation strategy and steps involved in achieving the CSR objectives. The Policy on Corporate Social Responsibility of the Company can be viewed under the weblink www.esabindia.com
8. RISK MANAGEMENT COMMITTEE
In compliance with Regulation 21 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee consisting of Mr Daniel A Pryor, Chairman of the Board, Mr Rohit Gambhir, Managing Director and Mr B Mohan, Vice President -Finance and Chief Financial Officer. The said Committee was constituted under the Act with effect from 6 November, 2014.
The Committee had laid down the Policy on Risk Management and its mitigation. The Policy on Risk Management of the Company can be viewed under the weblink www.esabindia.com
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company had met during the year on 4 February, 2016 to review the performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company and had assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.
The Board of Directors had reviewed the individual performance of all the Independent Directors as per the standard criteria laid down. The Independent Director whose performance was reviewed by the Board excused themself from attending that part of the meeting as required under the statute.
10. CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL & POLICY ON ANTI BRIBERY AND CORRUPTION
The Board of Directors has adopted Code of Conduct, applicable to Directors and to Senior Management Personnel of the Company. The said Code of Conduct have been posted on the Company's website www.esabindia.com. The Company has obtained declarations from all its Directors and Senior Management Personnel affirming their compliances with the applicable Codes of Conduct. The declaration by the Managing Director under Schedule V sub-clause (D) Regulation 34 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 affirming compliance of the Code of Conduct by all members of the Board and the Senior Management Personnel for the year ended 31 March, 2016 is attached to this Corporate Governance Report.
Being a subsidiary of Colfax Corporation, the Board of Directors of the Company has also adopted a Guideline on Business Conduct to prevent Bribery and Corruption and all the employees of the Company are bound to comply with the provisions of this policy. The details of this policy are also available on the Company's website www.esabindia.com
11. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF EMPLOYEES
IN ESAB INDIA LIMITED
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was enacted by the Parliament for protection of women against sexual harassment at workplace. In accordance with the provisions of the Act, the Company has formulated a policy on prevention of sexual harassment of women employees at workplace and has constituted an Internal Complaints Committee to consider and redress complaints on sexual harassment, if any.
The Committee did not receive any complaint under the legislation during the year under review.
12. SUBSIDIARY COMPANIES
There were no Subsidiary Companies of the Company as on 31 March, 2016.
13. RECONCILIATION OF SHARE CAPITAL AUDIT
A qualified practising Company Secretary carries out an audit on a quarterly basis to reconcile the total admitted capital with National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the total issued and listed capital and the reports are placed before the Board of Directors for its perusal. The said report confirms that the total issued and listed capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
As required under Regulation 7 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted a compliance certificate to the exchange duly signed by the Compliance Officer and the authorized representative of the Share Transfer Agent viz. M/s Integrated Enterprises (India) Limited to both the stock exchanges on 6th of April, 2016 for the half year ended 31 March, 2016 certifying compliance that all activities in relation to both physical and electronic share transfer facility are maintained by Registrar and Share Transfer Agent registered with SEBI.
1. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India ('Indian GAAP'). The Company has prepared these financial statements to comply in all material respects with the accounting standards specified under the Companies Act, 2013, read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.
2. There were no instances of non-compliances by the Company, penalties and strictures imposed on the Company by the Stock Exchanges or SEBI or any other statutory authorities on any matter related to the capital markets during the last three years.
3. There has been no public, rights or preferential issues during the year.
4. The Key Managerial Personnel / Senior Management Personnel have made disclosures to the Board relating to all material, financial and other transactions stating that they did not have any personal interest that could result in conflict with the interest of the Company at large. The Company did not have any materially significant related party transactions that may have potential conflict with the interests of the Company at large. All the other related party transactions which are in the ordinary course of business and at arms' length basis are approved by the Audit Committee and the Board of Directors of the Company on a regular basis.
5. In compliance with the SEBI (Prevention of Insider Trading) Regulations 2015, the Board of Directors had at its meeting held on 26 May, 2015 approved a Code of Conduct for prevention of Insider Trading and the same has been strictly adhered to by the Directors and the designated employees. The Company informs the Directors and the designated employees, about the date of the board meeting to consider any Unpublished Price Sensitive Information and advising them not to trade in Company's shares, during the closure of the Trading Window Period. The Company also obtains a declaration from the Directors and the Senior Management Personnel with regard to their compliance with the Code of Conduct under SEBI's (Prevention of Insider Trading) Regulations.
The Code of Practices, Procedure for Fair disclosure of unpublished price sensitive information and the
Code of Internal Procedure and conduct for Regulation, Monitoring and Reporting of Trading in the securities for the designated employees and the connected persons have been adopted and have been posted on the Website of the Company viz www.esabindia.com All the other compliance requirements under the said statute have been adhered to. All contracts entered into by the Company now specify the need for the contracting third party to adhere to the Company's policy on SEBI (Prevention of Insider Trading) Regulations and advises the third party to desist from dealing with the shares of the Company without prior intimation.
6. The Managing Director and the Chief Financial Officer of the Company certify to the Board every quarter on matters related to the financial statements and other matters in accordance with Regulation 33 (2) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Key Managerial Personnel of the Company also certify on a quarterly basis to the Audit Committee and the Board of Directors on the statutory compliances under various statutes applicable to the Company. The Key Managerial Personnel also certify on an annual basis to the Board of Directors on the existence of adequate Internal Financial Controls commensurate with the size of the Company as required under the Section 134 (5) of the Companies Act, 2013 to enable the Board of Directors to confirm to the shareholders that the Company has laid down Internal Financial Controls and that the same are adequate and such controls are operating effectively.
7. The Independent Directors have confirmed that they meet the criteria of "Independence" as stipulated under the Companies Act, 2013 and the Listing Regulations.
8. The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As a part of the compliance requirements with the said Regulations, the Company has executed a fresh listing agreement with the National Stock Exchange of India Limited and the BSE Limited on 9 November, 2015. All other regulations have also been complied with from the third quarter of 2015 since these regulations were effective from 1 December, 2015.
9. To enhance standards of corporate governance and strengthen controls, the Company has setup a whistleblower policy which can be seen on the Company's website www.esabindia.com In terms of such whistleblower policy, it is affirmed that the employees have been given free access to the Audit Committee.
10. In compliance with Regulation 46 (2) (j) & (k) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and as required under the listing agreement entered into with the stock exchanges in compliance of Regulation 109 (2) of the said SEBI regulations, the Company has designated the mail id email@example.com < and firstname.lastname@example.org These mail-ids have been posted on the Company's website and also on the websites of the stock exchanges where the Company's shares are listed. The investors can send their grievances, if any, to these designated mail ids. Mr S Venkatakrishnan is the Company Secretary and the Compliance Officer of the Company.
11. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have vide Regulation 46 (1) stipulated that the Company should maintain a functional website containing basic information about the Company and to update the contents of the said website periodically. In pursuance of this Clause the Company updates its website with all the relevant information as envisaged in the said regulation and as per the provisions of the Companies Act, 2013 and they are now available in its official website www.esabindia.com
12. In line with the circular no.CIR/OIAE/2/2011 dated June 3, 2011 from SEBI, the Investor Complaints are now centrally monitored through web based complaints redressal system called SCORES. The Company processes the investor complaints through this system and updates status periodically.
13. In pursuance of the Regulation 31 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 100% of shareholding of the promoter group Companies has been dematerialized and all the shares are held in dematerialized mode to allow the shares of the Company to be traded in the stock exchanges in the normal segment.
14. In line with the circular no. NSE/CML/2015/23 dated December 28, 2015 from the National Stock Exchange Limited, the Company now intimates the Board Meeting dates, uploads its quarterly shareholding pattern, Corporate Governance Report, and the quarterly / Annual results, reconciliation of share capital audit report, certification under SEBI Regulation 40 (9) & (10) intimation of postal ballot results through a web based application designed for corporates by NSE called as NEAPS.
15. In line with the circular no.DCS/COMP/33/2015-16 from the Bombay Stock Exchange, the Company now intimates the stock exchanges on Compliance
Certificate by Share Transfer Agent, Statement of Investor Complaints, Corporate Governance report, Notice for Board Meeting, Outcome of board Meeting, Shareholding Pattern, Financial results, Annual report, Compliance Certificate Notice for Record Date, Voting Results, Disclosure under SAST and PIT Regulations and Reconciliation of Share Capital Audit Report through an online portal called as BSE Corporate Compliance & Listing Centre.
16. In line with the notification no. G S R 352 (E) dated the 10 May, 2012 from the Ministry of Corporate Affairs, the Company has uploaded in its website the information regarding the unpaid and unclaimed dividends as on the date of the last AGM i.e. 7 August, 2015, including the name and address, of the shareholders who haven't claimed the dividend, the amount to which the shareholders are entitled and the due date of transfer to IEPF.
17. In terms of Section 173 (2) of the Companies Act, 2013 and in terms of the provisions of the Articles of Association of the Company, the Company now allows the option to the Directors of the Company to attend / participate in a meeting of Board / Committee of Directors through electronic mode using Video conference facility.
18. In terms of the Circular No. DBOD no. BP. BC.46/ 08.12.001/2008-09 issued by the Reserve Bank of India dated September 19, 2008, the Company is required to obtain regular certification by a professional, preferably a Company Secretary in practice, regarding compliance of various statutory prescriptions that are in vogue and submit the same to the Banks with whom the Company has credit facilities. Accordingly, a due diligence was carried out by a qualified Company Secretary in Practice and reports dated 07.03.2016 were submitted to Axis Bank Ltd. and HDFC Bank Ltd. being the bankers to the Company.
19. Maharashtra Weldaids Limited (MWL) merged with the Company with effect from 12 January, 1994. The Company had issued equity shares to the shareholders of MWL in the ratio of 1 : 2. These shares were issued in physical mode and were to be exchanged on submission of the old MWL share certificate. Some of these share certificates were not yet claimed by the shareholders of the Company. As required under Regulation 39 (4) Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company after complying with the necessary procedural requirements have now dematerialized and transferred the remaining unclaimed shares to a single demat account titled "ESAB India Limited -Unclaimed Suspense Account" opened with M/s Integrated Enterprises (India) Limited.
16. MEANS OF COMMUNICATION
The Company's quarterly financial results, after their approval by the Board of Directors, are promptly issued to all the Stock Exchanges with whom the Company has listing arrangements. These financial results, in the prescribed format, as per Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are published in leading local language and national newspapers in compliance with Regulation 47 (1) (b) of the said Regulations. These results are not sent individually to the shareholders.
The results are normally being published in "The Business Standard" in English and in the regional language newspaper "Makkal Kural" in Tamil.
The Company has in place a website viz. www.esabindia.com The quarterly financial results, shareholding pattern, corporate governance report, the details on the Board of Directors, Senior Management Personnel, the composition of the Board of Directors / Committee of Directors, the various policies adopted by the Company viz. Whistle Blower Policy, Risk Management Policy, Policy on Corporate Social Responsibility, Related Party Transactions Policy, Remuneration Policy, Policy on disclosure of material events, Policy on document retention, Policy on Board diversity are published in the Company's website. The Company makes use of its website for publishing official news release.
The Company as a part of its code of conduct adopted under the SEBI's (Prevention of Insider Trading) Regulations, does not meet any institutional investors or analysts. Only the Chairman of the Company is authorized to meet them and there have been no occasions in the past 12 months where the Chairman met the institutional investors or the analysts.
A Management Discussion and Analysis Report, forming part of the Directors' Report, is included in the Annual Report.
17. GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date & Time : 4 August, 2016 at 10.00 a.m.
Venue :P Obul Reddy Hall, Vani Mahal, 103, G.N. Road, Financial Year of the Company 1 April, 2015 to 31 March, 2016
Approval of financial results proposed
Quarter ending 30 June, 2016 :Within 45 days from the end of the quarter
Quarter ending 30 September, 2016 :- do -
Quarter ending 31 December, 2016 : - do -
Year ending 31 March, 2017 : Within 60 days from the end of the Financial Year
Particulars of Dividend Payment for the year ended 31.03.2016
Date of declaration : 4 August, 2016
Rate of Dividend : Re. 1/- per share (10%)
Book Closure Date : 27 July, 2016 to 4 August, 2016 (Both days inclusive)
Date of payment of Dividend : 16 August, 2016
Amount of Dividend Paid : Rs.185 lakhs (Inclusive of Dividend Distribution Tax)
Share capital : 1,53,93,020 equity shares of Rs.10/- each
Listing of shares
Name and address of the stock exchange
BSE Limited 25th Floor, P.J. Towers, Dalal Street, Fort, Mumbai 400 001.
Stock Code : 500133
The National Stock Exchange of India Limited "Exchange Plaza" BKC, Bandra (E), Mumbai 400 051.
Stock Code : ESABINDIA
ISIN allotted by Depositories (Company ID Number) : INE284A01012
The listing fees for the financial year 2016-17 were duly paid to the above stock exchanges
Registrar and Share Transfer Agent
Integrated Enterprises (India) Ltd 2nd Floor, 'Kences Towers' No.1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai 600 017. Contact Person: Suresh Babu K, Vice President
Tel : 044-28140801-03, Fax : 044-28142479, 28143378 E-mail: email@example.com firstname.lastname@example.org
Shareholders are requested to correspond with the share transfer agent for transfer / transmission of shares, change of address, queries pertaining to their shareholding, dividend etc., at their address given above.
Share Transfer System
a. Integrated Enterprises (India) Limited, Chennai is the Registrar & Share Transfer Agent for the Company
b. Share transfers are processed and approved, subject to receipt of all requisite documents.
c. The Company seeks to ensure that all transfers are approved for registration within the stipulated period. Pursuant to Regulation 40 (9) & (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certificates on half-yearly basis have been issued by a Company Secretary-in-practice for due compliance of share transfer formalities by the Company.
d. Pursuant to SEBI (Depositories and Participants) Regulations, 2015, certificates have also been received from a Company Secretary-in-practice for timely dematerialization of the shares of the Company and for conducting a secretarial audit on a quarterly basis for reconciliation of the share capital of the Company.
e. The Company, as required under Regulation 46 (2) (j) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has designated two mail ids viz. email@example.com and firstname.lastname@example.org for the purpose ofregistration of complaints, if any, by the investors and expeditious redressal of their grievances and the same has already been hosted on the Company's website.
f. With a view to expediting the approval process, the Board of Directors has severally authorized the Chairman of the Board of Directors, the Chairman of the Stakeholders Relationship Committee and the Company Secretary to approve the transfer of shares.
Dematerialisation of shares and liquidity
As on 31 March, 2016, 98.21% of the total paid-up equity capital was held in dematerialised form. The Company has entered into agreements with National Securities Depository Limited and Central Depository Services (India) Limited to offer shareholders the option to dematerialise their shares with these depositories. The ISIN number of the Company's shares in demat form is INE284A01012.
Outstanding GDRs / ADRs
The Company has not issued any Global Depository Receipt / American Depository Receipt / Warrant or any convertible instruments which is likely to have an impact on Company's equity.
Commodity Price Risk or Foreign Exchange Risk and Hedging Activities
The Company does not have any activity towards Commodity Price Risk. The Company imports raw materials and traded goods and exports finished goods and traded goods to companies resident outside India. This acts as a natural hedge to some extent for the Company and hence the Company neither has any hedging activity nor has any cover for foreign exchange risks
Plant No.1 Plot No.13, 3rd Main Road, Industrial Estate, Ambattur, Chennai 600 058.
Plant No.2 G22, Sipcot Industrial Park, Irungattukottai, Sriperumbudur, Kancheepuram Taluk,
Chengalput District, Tamilnadu - 602 105. Plant No.3 P-41, Taratala Road, Kolkata 700 088.
Plant No.4 B-28, MIDC Industrial Area, Kalmeshwar, Nagpur - 441 501.
Address for Company Secretary correspondence ESAB India Limited Plot No.13, 3rd Main Road, Industrial Estate, Ambattur, Chennai 600 058. Tel : 044 42281100 Fax: 044 42281150 E-mail email@example.com firstname.lastname@example.org
18. OTHER DISCLOSURE
1. Materially Significant Related Party Transactions
The Company did not have any materially significant related party transactions to disclose during the year under review.
2. Details of Non-compliance
The Company had no occasions to disclose regarding non-compliance during the last three years. There were no penalties, strictures imposed by stock exchange or the board of any statutory authority on any matter related to capital markets during the last three years.
3. Vigil Mechanism
The Company has established a Whistle Blower Policy and the same has been uploaded in the Company's website www.esabindia.com The said policy has also been made available at the Offices / Plants of the Company at conspicuous places to enable the employees to report concerns, if any, directly to the Chairman of the Board and to the Chairman of the Audit Committee. All the employees are given direct access to the Audit Committee Chairman to report their concerns, if any. The employees are also apprised of the availability of the whistle blower policy at the time of their induction into the Company. There were no occasions during the year under review where any concerns were reported under the said policy.
4. Compliance with the Mandatory and Non-Mandatory Requirements
The Company has complied with all the Mandatory requirements stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company has also adopted the non-mandatory requirements to the extent and in the manner as stated hereinabove.
5. The Company does not have any subsidiary for the financial year ended 31 March, 2016.
6. The Company has formulated a policy on Related Party Transactions in terms of Regulation 23 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee accorded its omnibus approval for the said related party transactions at its meeting held on 26 May, 2015 in terms of Regulation 23 (3) of the said Regulations. The said policy and the list of related parties have been uploaded in the Company's website viz. www.esabindia.com The transactions with the related parties are being placed before the audit committee and the board on a quarterly basis for it to review the same in terms of Regulation 23 (3) (d) of the said Regulations.
19. DISCRETIONARY REQUIREMENTS
As required under Part E of Schedule II the details of discretionary requirements are given below :
1. The Board
The Company has not set up any office for the Non-executive Chairman and no expenses and reimbursement of expenses are incurred in the performance of his duties.
2. Shareholder rights
The quarterly / half yearly un-audited results of the Company after being subjected to a Limited Review by the Statutory Auditors, are published in newspapers viz. Business Standard in English and Makkal Kural in Tamil and on the Company's website www.esabindia.com These results are not sent to shareholders individually.
3. Modified Opinion(s) in Audit Report
The Auditors have issued an unqualified opinion on the statutory financial statements of the Company.
4. Separate posts of Chairman and CEO
The Company's Chairman is a Non-executive Chairman duly appointed as its nominee by ESAB Holdings Limited in terms of Articles 111 of the Articles of Association of the Company. Mr Daniel A Pryor, is the Nominee Director appointed as Chairman of the Board for the year ended 31 March, 2016. Mr Rohit Gambhir is a Director liable to retire by rotation and has been appointed as the Managing Director of the Company with effect from 1 November, 2013 for a period of five years.
5. Reporting of Internal Auditor
The Company has appointed M/s PKF Sridhar & Santhanam, LLP, Chennai, as Internal Auditors to do the internal audit of the Company and they report directly to the Audit Committee on a quarterly basis on their findings and corrective actions taken.
Request to Investors
• Investors are requested to communicate change of address, if any, directly to the registrar and share transfer agent of the Company.
• As required by SEBI, investors shall furnish details of their respective bank account number and name and address of the bank for incorporating in the dividend warrants to reduce the risk to them of fraudulent encashment.
• Investors holding shares in electronic form are requested to deal only with their respective depository participant for change of address, nomination facility, bank account number, etc.
• Electronic Clearing Service (ECS) helps in quick remittance of dividend without possible loss / delay in postal transit. Shareholders, who have not earlier availed this facility, are requested to register their ECS details with the Share Transfer Agent or their respective Depository Participants.
• In terms of SEBI circular no.MRD/DoP/Cir-05/1009 dated 20 May 2009 the shareholders are requested to note that it has now become mandatory to furnish a copy of Permanent Account Number (PAN) for registration of transfer of shares in physical mode.
• Shareholders who have multiple folios in identical names, are requested to apply for consolidation of such folios and send the relevant share certificates to the Company.
• Investors are requested to note that National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) have announced the launch of SMS alert facility for demat account holders whereby shareholders will receive alerts for debits / credits (transfers) to their demat accounts a day after the respective transfers. These alerts will be sent to those account holders who have provided their mobile numbers to their Depository Participant(s) (DPs) and made a request for such services. No charge will be levied by NSDL / CDSL on DPs for providing this facility to investors. Further information is available on the website of NSDL and CDSL viz. www.nsdl.co.in and www.cdslindia.com respectively.
• The Ministry of Corporate Affairs has undertaken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies and issued circulars stating that service of notice, annual report, etc., can be sent by email to their members. Accordingly, the annual report for the year 1 April, 2015 to 31 March, 2016, notice of AGM etc., would be sent by electronic mode only to such members who so desire and whose email addresses are available and registered with the Company / Depository participant and for those who have not opted to receive the same through e-mail, are being sent in physical form.
Members interested in receiving the documents from the Company by email are requested to register their email address, with the Depository Participant(s) (DPs) in case shares are held in dematerialized form and with the share transfer department, in case the shares are held in physical form and also intimate changes, if any, in their registered email addresses to the Company / DPs from time to time.
For and on behalf of the Board of Directors
Daniel A Pryor
Date :19 May, 2016