CORPORATE GOVERNANCE REPORT
1. Company's Philosophy on the Code of Governance
Corporate Governance primarily involves transparency, complete disclosure, independent monitoring of the state of affairs and being fair to all stakeholders.
The objective of your Company is not only to meet the statutory requirements of the code but to go well beyond it by instituting such systems and procedures as are in accordance with the latest global trend of making management completely transparent and institutionally sound.
Your Company has always believed in the concept of good Corporate Governance involving transparency, empowerment, accountability and integrity with a view to enhance stakeholder value. The Company has professionals on its Board of Directors who get actively involved in the deliberations of the Board as well as Committees of Directors on all important policy matters.
2. Board of Directors
For the year 2015-16, the Board of Directors comprised of three Whole-time Directors and nine Non-Executive Directors.
The Company has obtained the requisite disclosures from the Directors in respect of their directorship in other companies and membership in committees of other companies. Composition of the Board of Directors and their attendance at the Board Meetings during the year and at the last Annual General Meeting as also number of other directorships/memberships of committees of other companies are as under
5. Audit Committee
The role of the Audit Committee is to supervise the Company's financial reporting process and disclosure of its financial information, to approve appointment of CFO, to recommend the appointment of Statutory Auditors, Cost Auditors and Internal Auditors and fixation of their remuneration, to review and discuss with the Auditors about internal control systems, the scope of audit including observations of the Auditors, adequacy of the internal control systems, major accounting policies and practices, compliances with Accounting Standards, Listing Regulations and other legal requirements concerning financial statements and related party transactions. The Committee also reviews the Company's risk management systems and the Quarterly, Half Yearly and Annual financial statements before they are submitted to the Board of Directors.
The Minutes of the Audit Committee Meetings are circulated to the Members of the Board, discussed in the Board meetings and taken on record.
The Company has complied with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as regard to the composition of the Audit Committee.
6. Nomination and Remuneration Committee Terms of reference and composition:
The Broad terms of reference of the Company's Nomination and Remuneration Committee are to identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down
and to recommend to the Board their appointment/removal, to formulate the criteria for evaluation of independent Directors and the Board, to determine and recommend to the Board the remuneration payable to Whole-time Directors, to determine and advise the Board for the payment of annual increments and commission to the Whole-time Directors and to determine and recommend policy for remuneration to directors, key managerial personnel and other employees.
8. Corporate Social Responsibility Committee (CSR):
The Board of Directors of the Company in its meeting held on 28th March, 2014 constituted the Corporate Social Responsibility Committee.
The role of the Committee is to formulate and recommend to the Board, a Corporate social responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in schedule VII of the Companies Act, 2013, to recommend the amount to be spent on the Csr activities, and institute a transparent monitoring mechanism for implementation of the CsR Projects undertaken by the Company, and to review and amend, the Corporate social Responsibility Policy of the Company whenever required.
11. Remuneration of Directors:
The Non Executive Directors are paid sitting fees for meetings of the Board and Committees of Directors and commission, if any. There is no other pecuniary relationship or transaction of the non executive directors with the Company.
The Company pays remuneration to its Chairman & Managing Director, Executive Vice Chairperson and Executive Director by way of salary, commission, perquisites and allowances. salary is paid within the range as approved by the shareholders. The Board, on the recommendations of the Nomination and Remuneration Committee, approves annual increments to the Whole-time Directors. Commission of Whole-time Directors is range bound not exceeding 24 months salary and is calculated with reference to the net profits of the Company in a particular financial year and is determined by the Board of Directors at the end of the financial year based on the recommendations of the Remuneration Committee, subject to the overall ceiling as stipulated in section 197 of the Companies Act, 2013.
The employment of the Chairman & Managing Director, Executive Vice Chairperson and Executive Director is contractual. The employment is for a period of five years and terminable by either party giving 3 months notice.
severance compensation is payable to the Whole-time Directors, if their employment is terminated before the contractual period, subject to the provisions and limitations specified in the Companies Act, 2013. There are no stock options or performance linked incentive to the Directors.
The Company offers benefits to retiring Whole-time Directors as per a scheme in force duly approved by the shareholders. The quantum of benefits in each individual case is decided by the Board of Directors at their discretion.
*Commission to the Non-Executive Directors pertains to the year 2014-15, which has been paid in the year 2015-16.
Familiarization Programme: The Company has conducted familiarization Programme during the year for Independent Directors so as to assist them in performing their role as Independent Directors. Details of the Programme is available on Company's website at <http://www.excelind.co.in/downloads/Familiarisation%20Programme%20for%20independent%20Directors.pdf>.
Performance evaluation criteria for Independent Directors:
The Company has laid down evaluation criteria separately for Independent Directors. The criteria for evaluation of Directors includes parameters such as attendance, maintaining effective relationship with fellow Board members, providing quality and valuable contribution during meetings, successfully bringing their knowledge and experience for formulating strategy of the company etc. Based on such criteria, the evaluation is done in a structured manner through consultation and discussion
i) Related Party Transactions:
Related party transactions are entered in the Register of Contract under section 189 of the Companies Act, 2013 and the register is placed before the Board. All related party transactions entered into during the year 2015-16 were at arm's length and in the ordinary course of business.
There were no materially significant related party transactions that had potential conflict with the interest of the Company. The Company has adopted a Related party transaction policy and it is available on its website at <http://www.excelind.co.in/downloads/Related%20Party%20Transaction%20Policy.pdf>.
ii) Whistle Blower Policy:
The Board of Directors of the Company has approved and adopted a Whistle Blower Policy of the Company for establishing a vigil mechanism for directors and employees to report genuine concerns regarding fraud or unethical behavior as required under the Companies Act, 2013 and sEBi (Listing obligations and Disclosure Requirements) Regulations, 2015. in appropriate cases any personnel of the Company can have direct access to the audit committee. We affirm that no personnel has been denied access to the Audit Committee. The Whistle Blower Policy is posted on the website of the Company at <http://www.excelind.co.in/downloads/Whistle%20Blower%20Policy.pdf>.
iii) Particulars of Cost Auditor:
iv) Statutory Compliance, Penalties and Strictures:
The Company has complied with the requirements of the stock Exchanges/sEBi and statutory Authorities on all matters related to capital markets during the last year. There are no penalties or strictures imposed on the Company by the stock Exchange or sEBi or any statutory Authorities relating to the above compliance.
The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 of sEBi (Listing obligations and Disclosure Requirements) Regulations, 2015.
14. Means of Communication:
• The financial results of the Company are published in the newspapers viz. DNA (English) and Daily Sagar (Marathi).
• The financial results are also displayed on the Company's Website: <http://www.excelind.co.in>
• NEAPS and BSE Listing are web-based application designed by NSE and BSE respectively for corporate filing. All periodical compliance filings, inter alia, shareholding pattern, corporate governance report, corporate announcements, amongst others are also filed electronically through their portal.
No presentation has been made by the Company to Institutional investors or analysts.
The Company has adopted a Policy for determining 'Material Subsidiaries' and its available on its website at <http://www.excelind.co.in/downloads/Policy%20to%20Determine%20Material%20Subsidiary.pdf>
Commodity Price Risk or Foreign Exchange Risk and Hedging Activities: As such, the Company is not exposed to any commodity price risk.
15. Management Discussion and Analysis forms part of the Annual Report.
16. General Shareholder Information
Annual General Meeting
Date and Time : Tuesday, the 26th July, 2016 at 3.00 p.m.
Venue : Rama and Sundri Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wachha Road, Churchgate, Mumbai-400 020.
Financial Year : Year ended March 31, 2016
Dates of Book Closure: Monday, 18th July, 2016 to Tuesday, 26th July, 2016 (both days inclusive).
The Company's Equity shares are listed on the following Stock Exchanges:
1) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
2) National Stock Exchange of India Ltd. (NSE) Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai 400 051
The Company has paid the listing fees to these Stock Exchanges for the year 2015-16.
Listing on Stock Exchanges
Dividend payment date :
Stock Codes (for shares):
The Stock Exchange, Mumbai (Physical Segment) : 650
The Stock Exchange, Mumbai (Demat Segment) : 500650
National Stock Exchange of India Limited : EXCELINDUS
Demat ISIN Number in NSDL and CDSL : INE 369A01029
Share Transfer System: The share transfer function is carried out by the Registrar and Transfer Agent-Link Intime India Pvt. Ltd. Share transfers in physical form can be lodged at their office at C-13, Pannalal Silk Mill Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078 (Tel: 2596 3838 & 25946970).
Share transfers and other share related requests are considered for approval every fortnight by the Company's Officials who are authorized in this behalf.
• Dematerialisation of Shares and Liquidity:
97.19% of the Company's share capital is held in dematerialised form as on March 31, 2016. The Company's shares are regularly traded on the Bombay stock Exchange Ltd., (BsE) and the National stock Exchange of india Ltd., (NsE).
• Unclaimed Shares
During the year, as per Regulation 39(4) of sEBi (Listing obligations and Disclosure Requirements) Regulations, 2015, the Company has, after completing all the procedures, transferred the unclaimed shares to "Excel industries Limited unclaimed share suspense Account". status of account is as under:
(a) Plot No.112, M.I.D.C. Industrial Area, Dhatav, Roha, Dist. Raigad-402 116.
(c) Narol Sarkhej Octroi Naka, Near Sewage Farm, Baherampura, Ahmedabad-380 022.
(b) D-9, M.I.D.C., Lote Parshuram, Tal: Khed, Dist. Ratnagiri-415 722.
• Address for correspondence:
Excel Industries Limited, 184-87, Swami Vivekanand Road, Jogeshwari (West), Mumbai-400 102. Tel.: 6646 4200, 2678 4255 & 2678 8258 Fax.: 6696 3514 / 2678 3657 firstname.lastname@example.org
• Address for correspondence for share related work:
LINK INTIME INDIA PVT. LTD. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai 400 078 Tel: 91 22 2596 3838 / 91 22 2594 6970
Help Desk contact
E-mail : email@example.com
E-mail Address for Investor Grievances:
17. Managing Directors Declaration on Code of Conduct and Ethics:
The Board of Directors of the Company has laid down Code of Conduct and Ethics (The Code) for the Company's Directors and Senior Executives. All the Directors and the Senior Executives covered by the code have affirmed compliance with the code on an annual basis.
For and on behalf of the Board of Directors
ASHWIN C. SHROFF
Chairman & Managing Director DIN: 00019952
Date: 5th June, 2016