01 May 2017 | Livemint.com

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Hemadri Cements Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Company's Philosophy on Corporate Governance:

Your Board of Directors view their role as trustees for various stakeholders and the society at large and it is their endeavour to observe the best corporate governance practices which inter alia include transparency,accountability and fairness in all dealings and pursuing a policy of corporate disclosures and communication.

BOARD OF DIRECTORS

Your Board consists of 9 Directors and is in conformity with clause 49 of the Listing Agreement The composition of the Board is given below 

Shri P.Ravi Promoter /Non - executive Chairman 

 Shri K.Gopi Prasad Promoter/ Executive Managing Director 

 Shri Gopalsamy Rajan Independent/Non - executive Director 

 Shri P.Satyanarayanan Promoter/Non - executive Director 

 Shri D.B.N.Rao Independent/Non - executive Director 

 Shri B.Ramachandra Rao Independent/Non - executive Director 

 Shri R.A.Nadesan Independent/Non-executive Director 

 Shri. Vivek Sivaraman Non-Independent/Executive Director & CEO 

 Smt. R. Ananda Priya Independent/Non-executive Addl. Director 

Shri P.Ravi and Shri P.Satyanarayanan are related as brothers

BOARD MEETINGS AND ATTENDANCE

The Board of the Company met 4 times during the year under review on

a) 29th April 2014

b) 18th July 2014

c) 30th October 2014 and

d) 7th February 2015 

COMMITTEES OF THE BOARD

The following are the composition of various committees. 

1. AUDIT COMMITTEE 

 a) Shri Nadesan R.A. - Chairman 

 b) Shri K.Gopi Prasad 

 c) Shri G. Rajan 

 d) Shri B.Ramachandra Rao 

 II. SHARE TRANSFER & STAKE HOLDERS RELATIONSHIP COMMITTEE 

 a) Shri K.Gopi Prasad - Chairman 

 b) Shri Nadesan R.A. 

 c) Shri G.Rajan 

 III. NOMINATION & REMUNERATION COMMITTEE 

 a) Shri G.Rajan - Chairman 

 b) Shri Nadesan R.A. 

 c) Shri B.Ramachandra Rao 

 IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE 

 a) Shri P.Ravi - Chairman 

 b) Shri Vivek Sivaraman. 

 c) Shri Nadesan R.A. 

 V. MANAGEMENT COMMITTEE 

 a) Shri P.Ravi - Chairman 

 b) Shri K.Gopi Prasad 

 c) Shri P.Sathyanarayanan 

 d) Shri Nadesan R.A. 

 e) Shri Vivek Sivaraman 

 VI. TECHNICAL COMMITTEE 

 a) Shri P.Ravi - Chairman 

 b) Shri Nadesan R.A. 

 c) Shri D.B.N. Rao 

 d) Shri Vivek Sivaraman 

Mr. Velli Paramasivam, Company Secretary would be the convener and Compliance Officer

Audit Committee:

The function of the Audit committee is to review the accounting policies and to oversee the process of Financial Reporting by the Company so as to ensure that the financial statements are correct and credible. 

The responsibility of the Audit committee, inter alia,

1. Reviewing with the management-

i. The Annual financial statements before submission to the Board for approval with particular reference to:

* Matters required to be included in the Directors' Responsibility Statement

* Changes, if any, in the accounting policies and practices and reason for the same

* Major accounting entries involving estimates based on judgement by the management •k Significant adjustments made in the financial statements arising out of audit findings.

* Compliance with listing and other legal requirements relating to financial statements

* Disclosure of any related party transactions and

* Qualifications in the draft audit report

ii. The quarterly financial statements before submission to the Board for approval

iii. The statement of uses and application of funds

iv. Performance of statutory and internal auditors and adequacy of the internal control systems.

2. Discussion with

* Internal Auditors on any significant findings and follow up thereon

* 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.

The Audit committee met 4 times during the year on 29th April 2014,18th July 2014,30th October 2014 and 7th February 2015

PARTICULARS OF DIRECTORS SEEKING REAPPOINTMENT AND NEW DIRECTOR APPOINTMENT

A brief profile of the directors proposed for reappointment are, furnished in the explanatory statement to the "Notice" of this annual report. The proposed appointment of new independent director profile too  furnished. 

DISCLOSURES:

Related Party Disclosures:

During the year under review, certain transaction of material nature has been entered into by the Company with its promoters and Directors interested companies. Such contracts have been entered into, for the beneficial interest of the company in the competitive environment. The register of contracts containing transactions in which directors are interested, is placed before the Board regularly.

The particulars of transactions between the Company and its related parties as per Accounting Standard 18(AS 18) is set out in the Annual Report.

Compliance by the Company:

There has been no instance of non-compliance by the Company on any matter relating to Capital Markets during the last three financial years. The Bombay Stock Exchange had suspended trading of the shares of the Company for non-payment of listing fee, which has since been paid with interest. The Company already initiated efforts to restore the trading.

Compliance of Mandatory requirements :

The Company has complied with all major mandatory requirements as per clause 49 of the Listing Agreement.

SHAREHOLDERS' GENERAL INFORMATION:

a) Date, time and venue of the Annual General Meeting:

Date: 23rd Sep 2015

Time: 12.30 p.m

Venue : Regd. Office of the Company at Vedadri Village, . Jaggayyapet Mandal, Krishna District.A.P.State.

b) Financial Calender :

 Financial Year : April - March

Quarterly Results: 14th August IQ

14th November HQ

14th February I HQ

15th May IVQ

c) Arrangements for Share Transfers: Registrars & Share Transfer Agents:

XL SOFTECH SYSTEMS LIMITED,

#3,Sagar Society, Road No.2 Banjara Hills, Hyderabad 500 004

Phones : 23545913/14/15 Fax 040-23553214

Email: xlfield@rediffmail.com

Share transfers are generally done within 30 days of receipt of the Transfer Deeds.