REPORT ON CORPORATE GOVERNANCE
Hawkins Cookers Limited believes in corporate governance that optimises results in the present and the long-term, duly balancing the expectations of all major stakeholders, consumers, employees, associates and shareholders. It achieves the required results by focusing on technology, management and marketing in the area of durable products for consumers' kitchens. The Company is committed to transparency, fair dealings with all stakeholders and the creation of value on competitive merit,
Board of Directors
As on date, the Board of Directors consists of ten Directors: a Non-Executive Chairman, a Vice-Chairman & Chief Executive Officer, an Executive Director, five Independent Directors and two non-Executive Directors. During the year under report, four Board Meetings were held: on May 28, August 6, November 6, 2015, and February 4, 2016.
The role of the Audit Committee in the year under report was to oversee the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible; to recommend appointment, remuneration and terms of appointment of the statutory auditors; to approve payment to statutory auditors for any other services rendered by them; to examine and review, with the management, the quarterly and the annual financial statements and the auditor's report thereon before submission to the Board for approval with particular reference to (a) Matters required to be included in the Directors' Responsibility Statement in the Board's Report; (b) changes, if any, in accounting policies and practices and reasons for the same; (c) major accounting entries involving estimates based on the
exercise of judgment by management; (d) significant adjustments made in the financial statements arising out of audit findings; (e) compliance with listing and other legal requirements relating to financial statements; (f) required disclosure of any related party transactions; (g) qualifications in the draft audit report.
Further, the Audit Committee is required to review and monitor the statutory auditors' independence and performance and effectiveness of the audit process; to approve related party transactions as per the policy approved by the Board and any subsequent modifications thereof; to evaluate internal financial control and risk management systems; to review, with the management, the performance of statutory and internal auditors and adequacy of the internal control systems; to review the adequacy of internal audit function; to discuss with the internal auditor any significant findings and follow-up thereon; to review the findings of internal auditor into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; to discuss with statutory auditors about the nature and scope of audit and post-audit areas of concern; to look into the reasons for substantial defaults in the payment to the depositors, shareholders and creditors; to review the functioning of the Whistle Blower Mechanism; to approve the appointment of the Chief Financial Officer. Minutes of the Audit Committee Meetings are circulated to the Members of the Board, discussed and noted or acted upon, as required.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of three Independent Directors and one non-Executive Director: Mr. Shishir K. Diwanji, Chairman, Mr. Gerson da Cunha, General V. N. Sharma (Retd.) and Mr. Brahm Vasudeva. The Nomination and Remuneration Committee is charged with the responsibility to formulate the criteria for determining qualifications, positive attributes and independence of a director and to recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees; to formulate the criteria for evaluation of the Independent Directors and the Board; to devise a policy on Board diversity; to identify persons who are qualified to become Directors and/or who may be appointed as senior management just below the level of Executive Directors in accordance with the criteria laid down and to recommend to the Board their appointment and removal. During the year 2015-16, two meetings of the Nomination and Remuneration Committee were held, at which all the members of the Committee were present, except Mr. Gerson da Cunha and Mr. Shishir K. Diwanji who were present at one meeting each. The Remuneration Policy formulated by the Company has been stated in the Directors' Report.
Criteria for the Evaluation of the Individual Performance of Independent Directors (IDs) recommended by the Nomination and Remuneration Committee and accepted by the Board are as stated hereinbelow:
1. The time and attention the ID is able to give to the business of the Company. 2. The effectiveness and quality of the advice that the ID is able to contribute towards the functioning of the Board. 3. The objectivity and quality of the advice the ID is able to contribute to the governance of the Company. 4. The degree to which the ID is able to convey the concerns and needs of Society.
Criteria for the Evaluation of the Performance of the Board of Directors as a whole recommended by the Nomination and Remuneration Committee and accepted by the Board are as stated hereinbelow:
1. The level to which the Board has maintained and grown the reputation of the Company as well as the physical and financial assets of the Company. 2. The level to which the Board has developed and maintained good relations with all stakeholders in the Company such as employees, associates, vendors, customers, consumers, investors, shareholders and the government. 3. The level to which the Board has ensured that the Company is in compliance with all legal requirements,
As per the contracts entered into by the Company with the Vice-Chairman & Chief Executive Officer and the Executive Director-Finance and Administration, their services may be terminated by either party at three months' notice. There is no provision in their contracts for payment of severance fees.
Benefits extended to Mr. Brahm Vasudeva, Chairman of the Board, for his Advisory Services for the year 2015-16 were Rs. 6.46 lakhs (as per the contract approved by the Members at the 53^ Annual General Meeting held on July 30, 2013). In addition, an office has been provided to the non-Executive Chairman at the registered office of the Company,
During the year 2015-16, the Company paid Sitting fees to the Non-Executive Directors of Rs. 50,000 per Meeting of the Board and Rs. 25,000 per Meeting of the Committees of the Board for attending the Meetings. The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the Meetings.
The Shareholders have at the AGM of the Company held on August 6, 2015, approved payment of Commission to the Non-Executive Directors within the ceiling of 1 % of the Net Profits of the Company as computed under the applicable provisions of the Companies Act, 2013, for each year up to the next five years. For the year 2015-16, the Board has resolved to distribute the said Commission equally amongst the Non-Executive Directors.
Corporate Governance Report (Continued)
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee consists of two Independent Directors, Mr. Shishir K. Diwanji, Chairman, and Mr. Gerson da Cunha and two Executive Directors, Mr. Subhadip Dutta Choudhury and Mr. Sudeep Yadav. Mrs. Hutoxi Bhesania, Company Secretary, is the Compliance Officer. The Committee met seventeen times in 2015-16. The number of shareholders' complaints received during the year 2015-16 are 44 (previous year: 32) and all have been satisfactorily resolved within the year except one which has been subsequently resolved.
The Related Party Transactions Policy duly approved by the Board of Directors has been placed on the Companys website at <http://www.hawkinscookers.com/Rpt.aspx>. There were no transactions of a material nature during the year 2015-16 with the Promoters, the Directors or the Management or relatives that may have any potential conflict with the interest of the Company at large. Transactions with related parties as per the requirements of Accounting Standard 18 are disclosed in Point 14 in Note 23 forming part of the accounts,
There was one instance of delay in filing the Corporate Governance Report for the quarter ended December 31, 2015, due to an inadvertent incorrect interpretation of Regulation 15 of the newly-promulgated SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for which a fine of Rs. 14,885 (including service tax) was paid to BSE Ltd. Apart from the one instance mentioned above, there was no other instance of non-compliance nor has any penalty or stricture been imposed by BSE Ltd. or SEBI or any other statutory authority during the last three years on any matter related to the capital markets.
The details of the establishment of Vigil Mechanism/Whistle Blower Policy have been stated in the Directors' Report. It is affirmed that no person has been denied access to the Chairman of the Audit Committee under the Vigil MechanismAVhistle Blower policy.
The details of the familiarization programmes for the Independent Directors are available at www.hawkinscookers.com/idfp .
The Company is in compliance with all the applicable requirements of the Listing Agreement with BSE Ltd. and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The principal commodity used by the Company is aluminium. The globally accepted benchmark for aluminium prices is the price quoted on the London Metal Exchange. The monthly average of the LME quotations in April 2015 was US $ 1,817 per tonne and in March 2016 was US $ 1,531 per tonne. In the year 2015-16, the highest monthly average of the LME quotations was 8.5% higher than the average of the said averages for April 2015 and March 2016 and the lowest monthly average was 12.4% lower than the said average of the opening and closing months of the year. The Company does not undertake any commodity hedging activity,
Means of Communication
During the year, quarterly results were approved by the Board of Directors and submitted to BSE Ltd. in terms of the requirements of Clause 41 of the Listing Agreement and of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Quarterly results are published as required in prominent local daily newspapers, namely. The Economic Times and Maharashtra Times. The results are displayed on the Companys website www.hawkinscookers.com . No presentations have been made to institutional investors or to analysts. Management Discussion and Analysis is stated in the Directors' Report,
The Annual General Meeting is to be held on Thursday, August 4,2016, at 4:00 pm at Jai Hind College, 'A' Road, Churchgate, Mumbai 400020.
The Financial Calendar in the year 2016-17 is as follows:
May 19: Approval of Annual Results of 2015-16 July 11: Mailing of Annual Report July 28 to August 4: Dates of Book Closure
August 4: Approval of First Quarter Results
August 4: Annual General Meeting
By September 2: Payment of Dividend of Rs. 60 per share (Subject to approval of the shareholders).
By November 14: Approval of Second Quarter Results
By February 14: Approval of Third Quarter Results
Stock Market Price data for the year 2015-2016
The equity shares of the Company are listed on BSE Ltd., P. J. Towers, Dalai Street, Mumbai - 400001. Stock Code: 508486. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has executed a fresh Listing Agreement with BSE Ltd. and annual listing fees as applicable have been paid to BSE Ltd.
The Company’s Registrar and Share Transfer Agent (RTA) is Link Intime India Pvt. Ltd (registered office at C-l 3, Pannalal Silk Mills Compound, LBS Marg, Bhandup West, Mumbai 400078). The RTA acknowledges and executes transfer of shares, arranges for issue of dividend, processes dematerialisation and rematerialisation of shares, receives and deals with complaints from investors under the supervision and control of the Company.
The Companys shares are traded on BSE Ltd. in dematerialised mode. Shares in physical mode which are lodged for transfer with the Company or the RTA are processed and returned to the shareholders within the stipulated 15 days.
As on March 31, 2016,95.36% of the Companys total shares representing 50,42,335 shares were held in dematerialised mode and the balance 2,45,480 shares (4.64%) were held in physical mode.
Certain figures in certain tables that appear in this report apparently do not add up because of rounding off but are wholly accurate in themselves.
In 2015-16, the Companys exports were all on advance payment or Letters of Credit at sight. Therefore, the foreign exchange risk was minimal. The Company undertook no hedging activity.
The Companys plants are located at Thane (Maharashtra), Hoshiarpur (Punjab) and in Satharia, Jaunpur District (UP),
Address for Communication: The Companys registered office is situated at Maker Tower Fl 01, Cuffe Parade, Mumbai 400005. Shareholders holding shares in dematerialised mode should address their correspondence regarding change of address/ bank details to their respective Depository Participant. Shareholders holding physical shares should address their correspondence to the Company’s Registrar and Share Transfer Agent, Link Intime India Pvt. Ltd. at the address given in this report hereinabove or to the Company,