Governance report for the period 2010-11
As required under Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Limited, the report on Corporate Governance is given below:
1. Company's philosophy on Code of Corporate Governance:
Our Company is committed to achieving high standards of corporate governance recognising the fact that management is accountable to all stakeholders for good governance. Some of the essential elements of good governance are fairness, ethics, transparency, accountability and responsibility.
Consistent with this commitment, our Company's practices and policies continue to meet the above attributes in all spheres of production, operations and services.
World, over corporate governance structures are dynamic, evolve over a period of time and keep changing in the light of new developments. Ours too is an ever-evolving process. We will make every effort in raising the standards of corporate governance and will constantly review systems and procedures in order to keep pace with the changing economic environment.
2. Board of Directors:
a) Composition of Board:
The Board of Directors comprises of 5 Directors of which 2 are Executive and 3 are non-executive Directors. Directors include Chairman & Managing Director and a Nominee Director from IDBI Bank Ltd.
The Directors are eminent industrialists / professionals with experience in industry / business / finance and bring with them the reputation of independent judgment and experience, which they exercise, and also satisfy the criteria of independence. However, the Board of Directors, adopting a more exact view, has decided to treat only the directors, as indicated in para 2(b) below as independent directors.
b) Number of Board Meetings:
Seven Board Meetings were held during the Period on 29/04/2010, 18/05/2010. 11/8/2010, 8/9/2010, 12/11/2010, 11/2/2011, and 12/05/2011.
c) Details of Directors seeking Re-appointment as required under clause 49 IV(G)(i) of the Listing Agreement entered into with the Stock Exchange:
As required under the Listing Agreement, the particulars of Directors who are proposed to be appointed / reappointed are given in the Notes to the Notice on page no. 4.
d) Code of Conduct:
The Board has laid down a code of conduct for all Board members and senior management of the Company which is posted on the website of the Company.
All Board members and senior management personnel have affirmed compliance with the code on an annual basis. A declaration to this effect signed by the CEO forms part of this Annual Report.
3. Committees of the Board
3.1 Audit Sub Committee:
The Audit Sub Committee constituted in accordance with the Listing Agreement comprises of Mr. K. V. K. Murthy, Mr. M. Saravanan and Mr. Shyam Sundar Sami. Mr. Sami was Chairman of the Committee upto 11 August, 2010 and thereafter Mr. K. V. K. Murthy was appointed chairman of the committee.
a) The Terms of reference:
The terms of reference of the Audit Sub Committee include the matters specified under Clause 49 (II) (D) of the Listing Agreement as well as in Section 292A of the Companies Act, 1956.
b) Composition and Category:
The Company has complied with the requirements of Clause 49 (II) (A) as regards the composition of the Audit Sub Committee.
The Audit Sub Committee is in existence since 1986 and presently comprises of 3 directors. All its present members are Non-executive Independent directors and amongst them Mr. M. Saravanan is nominee Director of IDBI Bank Limited. Mr. S. B. Chatteijee, Executive Director & President (Finance) of the Company, a representative of Statutory Auditors and Cost Auditors are invited to attend its meetings. Mr. S. Ramachandran, Company Secretary acts as the Secretary of the Committee.
c) Number and attendance at each Audit Sub Committee Meetings:
During the financial Period 2010-2011 Six Audit Sub Committee Meetings were held; (he dates of the meetings were 18/05/2010, 11/8/2010, 12/11/2010, 29/01/2011, 11/2/2011 and 12/05/2011.
3.2 Remuneration Committee:
a) Terms of reference:
To periodically review in accordance with law the remuneration packages of executive whole -time directors and recommends suitable revision to the Board.
b) Composition and Category:
The remuneration committee has three directors; all are non-executive independent directors, viz; Mr. K. V. K. Murthy, Mr. M. Saravanan, Mr. Shyam Sunder Sami (Chairman).
c) Number and attendance at each Remuneration Committee Meetings:
No meeting was held during the Period. No revision is made in Managerial Remuneration during the Period.
d) Remuneration policy:
The remuneration policy takes into account Company's financial position, the grade and the position held by the incumbent concerned and his overall performance.
3.3. Shareholder’s Information & Investor's Grievance Committee:
The Committee reviews and deals with complaints and queries received from the investors. It also reviews and deals with responses to letters received from the Ministry of Company Affairs, the Stock Exchange and Securities and Exchange Board of India.
The Shareholders/Investors Grievance Committee comprises of three (3) members, Mr. Shyam Sunder Sami is the Chairn ,an of the Committee and Mr. S. B. Ghia & Mr. M. D. Dalai, are ihe members of Committee. The Company Secretary Mr. S. Ramachandran functions as the Secretary of the Committee. During the financial Period ended 30'r' June, 201 ], meetings of the Shareholders / Investors Grievance Committee were held on 29th April, 2010, ll,h August 2010, 12th November, 2010, 11th February, 2011 and 12th May, 2011.
Disclosure on Materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives, etc. that may have material conflict with the interest of the Company at large.:
Details are provided in Note no 18 under Schedule 18 of the Notes forming part of the accounts in accordance with provisions of Accounting Standard 18.
Details of non-compliance by the Company, penalties, and strictures imposed on the Company by the Bombay Stock Exchange Ltd. or SEBI or any Statutory Authorities on any matter related to capital markets during the last 3 years. :
None in last three years
Disclosure of Risk management:
The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risks through means of a properly defined framework.
Disclosure of Accounting Standards:
The Company has followed the Accounting Standards prescribed by the Companies (Accounting Standard) Rules 2006 referred to in sub section (3C) of Section 211 of the Companies Act, in the preparation of the financial statements.
The Company has complied with the mandatory requirements of Clause 49.
5. CEO / CFO Certification:
Certificate from Mr. S. B. Ghia, Chairman & Managing Director and Mr. S. B. Chatterjee, Chief Financial Officer in terms of Clause 49 (V) of the Listing Agreement with the Stock Exchanges for the financial Period ended 30th June, 2011 was placed before the Board of Directors of the Company in its meeting held on 25th October, 2011
6. Means of Communication:
The results of the Company are published in newspapers as per the Listing Agreement as well as on Company's website.
Any website, where displayed. : www.futurapolyesters.Com
Email - id for investors Grievance: Investorrelations@futurapolyesters.com
Whether it also displays official news releases.: No
The presentations made to Institutional Investors or to the analysts. :
No presentations were made to institutional investors or to the analysts during the period under review.
Newspapers in which results are normally published in.: Free Press Journal/Nav Shakti
Whether MD & A is a part of Annual Report or not.:
Management Discussion and Analysis Report forms part of this Annual Report
7. General Shareholder Information:
AGM: Date. Time and Venue:
On Monday,5th December, 201] at 11.00 a.m. At M. C. Ghia Hall, 4thfloor, Bhogilal Hargovindas Bldg', 18/20, K. Dubash Marg, Kalagoda, Mumbai 400 001.
1. July, 2011 to March, 2012.
2. First Quarterly Result - November, 2011.
3. Second Quarterly Result - February 2012
4. Last Quarterly Result - May 2012.
Date of Book Closure:
25th November 2011 to 2nd December 2011. (both days inclusive)
Dividend payment date:
Listing on Stock Exchange:
Bombay Stock Exchange Limited
Stock Code (Physical & Demat):
Monthly Highest & Lowest Closing quotations of the Equity shares for the period 2010-2011.
Registrar and Transfer Agents:
Satellite Corporate Services Pvt. Ltd.' B-302, Sony Apartments, Opp St. Jude's High School, Off Andheri - Kurla Road, Jarimari, Mumbai - 400 072. Phone: 28520461, 28520462. Fax: 28511809. E-mail: firstname.lastname@example.org Collection Centre: Shop No.9, 66/74, Chandanwadi, Near Marine Lines Station, Mumbai - 400 002.
Share Transfer System:
Transfer of shares held in physical mode is processed by M/s SatelliteCorporate Services Pvt. Ltd. and approved by the Company Secretary and Jt. Managing Director pursuant to the powers delegated to them by the Board of Directors of the Company.
The total numbers of share transfers during the Period were 34,693 with an average interval of 30 days between approvals.
Dematerialization of shares and liquidity:
86.11% of the value of the paid-up Share Capital comprising of 47250172 no of shares have been dematerialised as on June 30, 2011.
Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely impact on equity:
Manali, Chennai in the State of Tamil Nadu
Address for Correspondence:
Limited Futura Polyesters, Paragon Condominium, 3rd Floor, Pandurang Budhkar Marg, Mumbai - 400 013