CORPORATE GOVERNANCE REPORT
Your Company has been following the principles of good Corporate Governance, which comprise activities that result in the control of the Company in a regulated manner, aiming to achieve transparent, accountable and fair management. The details of the Corporate Governance compliance by the Company as per Clause 49 of the Listing Agreement with Stock Exchanges are as under:
1. THE COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Corporate Governance philosophy of the Company is to achieve excellence in business for enhancing the long-term shareholders' wealth, keeping in view the needs and interest of all the stakeholders. Himadri Chemicals follows the principles of good Corporate Governance, which is an essential ingredient of good business. This relates to a system or processes that direct corporate resources and management strategies towards maximization of stakeholders' confidence while ensuring transparency and accountability in the conduct of business within legal and ethical framework. To the Company, Corporate Governance means ensuring good governance through disclosures, transparency, integrity, accountability, responsibility and fairness in all its dealings with employees, shareholders, customers, suppliers and society at large. The Company has always set high benchmarks for its' growth plans, profitability, customer satisfaction, increasing the shareholders wealth and continues its commitments to highest standards of Corporate Governance. The Board considers itself as trustee of its shareholders, acknowledging its responsibilities to the shareholders for creating and safeguarding their wealth. The Board during FY2015 continued its endeavors for achieving these objectives by adopting and monitoring corporate strategies, prudent business plans, and major risks and ensured that the
Company pursues policies and procedures to satisfy its ethical responsibilities. The Company adopts the best practices in the area of Corporate Governance, thereby protecting the interest of all its stakeholders.
The Company is in compliance with all the requirements of the Corporate Governance code as stipulated in Clause 49 of the Listing Agreement.
2. BOARD OF DIRECTORS
a) Composition of Board
The Company has an appropriate composition of Executive, Non-Executive and Independent NonExecutive Directors. As on 31 March 2015, the Board consisted of 12 (Twelve) directors, out of which three Directors are Executive, three are Nominee Directors including one Woman director (non-executive) and Six are Independent Non-Executive Directors. The composition of the Board is in compliance with the requirements of Clause 49(II) (A) of the Listing Agreement with the stock exchange(s).
The Company had no pecuniary relationship or transactions with the Independent Non-Executive Directors during FY 2015 except payment of sitting fees and reimbursement of expenses incurred for attending the Board/Committee meetings. All the Independent Directors satisfied the criteria/ conditions of Independence as laid down in Clause 49 (II) B of the Listing Agreement.
None of the Directors on the Board is a Member of more than 10 (ten) Committees and Chairman of more than five Committees as specified in Clause 49 of the Listing Agreement, across all the companies in which he/she is a Director. For assessment of these criteria, the limit under Clause 49, the membership / chairmanship of the Audit Committee and the Stakeholders' Relationship Committee alone has been considered.
b) Board procedure and Access to information
The Board of Directors (the "Board") is responsible for the management of the business of the Company and meets regularly for discharging its role and functions.
The Board of the Company reviewed all information provided periodically for discussion and consideration at its meetings as provided under the Companies Act, 2013 (including any amendment and re-enactment thereof) and Clause 49 of the Listing Agreement.
Detailed Agenda is circulated to the Directors in advance. All material information is incorporated in the agenda for facilitating meaningful and focused discussion at meetings. Where it is not practicable to enclose any document to the agenda, the same is placed before the meeting. In special and exceptional circumstances, additional item(s) on the agenda are permitted to be discussed at the Meeting.
Board makes timely strategic decisions, to ensure operations are in line with strategy; to ensure the integrity of financial information and the robustness of financial and other controls; to oversee the management of risk and review the effectiveness of risk management processes; and to ensure that the right people are in place and coming through. Non-executive directors are expected to provide an effective monitoring role and to provide help and advice as a sounding board for the executive directors. All this is in the long term interest of the Company and should be based on the optimum level of information, through smooth processes, by people with the right skills mix and in a constructive manner. The Independent Directors play an important role in deliberations at the Board and Committee meetings and bring to the Company their expertise in the fields of business, commerce, finance, management and law.
The Board meets at least once in a quarter to review the quarterly results and other items on the agenda. Additional meetings are held, when necessary. The meetings of the Board are generally convened at the Company's Registered Office at Kolkata. In case of urgency or when the Board meeting is not practicable to be held, the matters are resolved via Resolution by circulation, which is then noted by the Board in its next meeting.
Video conferencing facilities are also used to facilitate Directors travelling/residing at other locations to participate in the meetings.
The minutes of the Board Meetings are circulated in advance to all Directors and confirmed at subsequent Meeting.
The Board also reviews the declarations made by the Managing Director / Chief Financial Officer / Unit Heads of the Company regarding compliance of all applicable laws on a quarterly basis.
c) Meetings of the Board of Directors
During FY2015, the Board met 5 (five) times, i.e. on 22 April 2014, 27 May 2014, 11 August 2014, 13 November 2014, 12 February 2015. The maximum time in between two meetings was not more than 120 days and the required information were made available to the Board. The dates for the Board Meetings were decided well in advance and communicated to the Directors and stock exchange(s). The agenda along with the explanatory notes were usually sent in advance to each Director. Further the option of attending the Board/Committee meetings through video conference was also given to all the Directors.
d) Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders' Relationship Committees. A discussion was done considering the inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the board and committees are usually carried out on the basis of questionnaires devised in house.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on the basis of questionnaire, devised for this purpose. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the director being evaluated). The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Non -executive Directors. The Directors expressed their satisfaction with the evaluation process.
e) Criteria for Performance Evaluation of Independent Directors
The Nomination and Remuneration Committee laid down the criteria for performance evaluation of Independent Non-Executive Directors. They are enumerated as below:
1. Frequency of Attendance and contribution to the Board and Committee meetings of Directors;
2. Appropriate mix of expertise, skills, behavior, experience, leadership qualities, and understanding of business, strategic direction to align Company's value and standards;
3. Adequate understanding and knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes and Corporate Governance.
4. Ability to create a performance culture that add value creation and a high quality of discussions.
5. Effectiveness to respond positively and constructively to implement the same and to encourage more transparency.
6. Recognize the role which is expected to be played, internal Board Relationships to make decisions objectively and collectively in the best interest of the Company and to achieve organizational successes and harmonizing the Board.
7. Represent presence, rational, physical and mental fitness, broader thinking, vision on corporate social responsibility
8. Adhere to quality of decision and discussion for sourcing of raw material/procurement, export marketing, understanding financial statements and business performance, raising of finance, best source of finance, working capital requirement, forex dealings, geopolitics, human resources etc.
9. To monitor the performance of management and satisfy himself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.
10. Contribution towards overall enhancement of brand image of the Company.
f) Familiarization Programmer for Independent Directors:
The Company, during the year, in terms of Clause 49(II)(B)(7) of the Listing Agreement, conducted a Familiarisation Programme for Independent Directors to familiarize them about their roles, rights and responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company etc. The details of the familiarisation programme is available on the website of the Company and the web link of the same is: <http://www.himadri.com/Familiarisation%20> Programme%20of%20Independent%20Directors.pdf
g) Code of Conduct for all Directors and Senior Management
The Company has prescribed Code of Conduct for its Board members and Senior Management. All the Board members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. The declaration from the Managing Director stating that as on 31 March 2015 all the board members and the senior management personnel of the Company have adhered to the code of conduct for FY2015 and the same has been included in this report. The Code of Conduct of the Company has also been placed on the Company's website of the Company and the web link for the same is at: www.himadri.com/CodeofConductHCIL.pdf
h) Brief Note on the Directors seeking appointment / re-appointment at the 27th Annual General Meeting
The Company furnished information as required by Clause 49(VIII)(E) of the Listing Agreements, of the stock exchange(s) relating to the Directors retiring by rotation and seeking re-appointment including re-appointment of executive / whole time directors upon expiry of the tenure in the Notes appended to the Notice convening the 27th Annual General Meeting. Shareholders may kindly refer the same. The names of the companies in which the persons also hold directorship and membership of committees of the Board are given separately.
i) Committees of Board
The Board constituted various committees as mandated under Clause 49 of the Listing Agreement to function in specific areas and to take informed decisions within delegated powers. Each Committee exercises its functions within the scope and area as defined in its constitution guidelines. These Committees are constituted in conformity of the Listing Agreement and mentioned as follows:-
Nomination and Remuneration Committee Stakeholders' Relationship Committee
j) Other Board Committees
The board in addition to the mandatory Committees under Clause 49 constituted various other committees namely:
Share Transfer Committee
Finance & Management Committee
Corporate Social Responsibility (CSR) Committee
Internal Complaint Committee
3. AUDIT COMMITTEE
a. Composition, Meetings and Attendance
During the year the Committee was reconstituted by the Board from time to time. At present the Audit Committee comprised of three (3) Non-Executive Directors, of which all three are Independent Directors. Mr. Hanuman Mal Choraria, Chairman of the Committee is an Independent and Non-Executive Director with over three decades of experience in Corporate Law, Accounting and Taxation. All the members of the Audit Committee have adequate accounting and financial knowledge and the composition of the Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.
The Managing Directors, Statutory Auditors, Internal Auditors and Chief Financial Officer are invited to attend meetings of the Audit Committee. The key managerial personnel and departmental heads are also invited from time to time to provide feedback on the observation of the Internal Auditors. The Company Secretary acts as the Secretary to the Audit Committee.
The Audit Committee met 4 (four) times during the year with a maximum time in between two meetings was not exceeding four months, i.e., on 27 May 2014, 11 August 2014, 13 November 2014 and 12 February 2015. The Committee reviewed the results of operation and the statement of significant related party transactions submitted by management. The composition of the Audit Committee and the details of meetings attended by each of the members are given below:
b. Terms of reference
The terms of reference of Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement which are given hereunder:
(i) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
(ii) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
(iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(iv) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
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) Disclosure of any related party transactions
g) Qualifications in the draft audit report
(v) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
(vi) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
(vii) Review and monitor the auditor's independence and performance, and effectiveness of audit process;
(viii) Approval or any subsequent modification of transactions of the Company with related parties;
(ix) Scrutiny of inter-corporate loans and investments;
(x) Valuation of undertakings or assets of the Company, wherever it is necessary;
(xi) Evaluation of internal financial controls and risk management systems;
(xii) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
(xiii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
(xiv) Discussion with internal auditors of any significant findings and follow up there on;
(xv) 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 systems of a material nature and reporting the matter to the board;
(xvi) Discussion with 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;
(xvii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
(xviii) To review the functioning of the Whistle Blower mechanism;
(xix) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
(xx) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
4. NOMINATION AND REMUNERATION COMMITTEE
a. Composition, Meetings and Attendance
The Nomination and Remuneration Committee of the Company has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 as well as in terms of Clause 49 of the Listing agreement comprised of requisite number of Independent Non-Executive Directors. During the year, the Committee was re-constituted by the Board from time to time due to casual vacancy caused or otherwise. Mr Santimoy Dey, the Independent Non- executive Director is the Chairman of the Committee. The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.
The Committee met five (5) times during the year i.e. on 30 April 2014, 19 July 2014, 30 August 2014, 31 December 2014 and 26 March 2015 and reviewed the remuneration paid/payable to its Whole-time Directors, Key Managerial Personnel and Senior Executives. The details of meetings attended by each of the members are given below:
b. Terms of Reference
i) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board there appointment and removal and shall carry out evaluation of every Director's performance.
ii) To formulate the criteria for determining qualifications, positive attitudes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees
iii) To formulate criteria for independent directors and the Board
iv) To Devise a policy on Board Diversity
c. Remuneration policy
The Board at its meeting held on 27 May 2014 has delegated the authority in favour of Nomination and Remuneration Committee to formulate a Remuneration Policy for determining the remuneration of Directors, Key managerial Personnel and other employees of the Company. Accordingly, the Committee at its meeting held on 30 August 2014 formulated the Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Remuneration Policy is attached to the Report of the Board of Directors and the shareholders may refer the same.
Remuneration to Directors and Disclosures
i) Non-Executive Directors
The Non-Executives / Independent Directors are not being paid any remuneration by the Company, except sitting fee for attending the meetings. Further, the Company has not entered into any pecuniary relation or transaction with non-executive directors during FY2015 save and except as provided hereunder.
5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE
a) Composition, Meetings and Attendance
The Stakeholders' Relationship Committee comprise of three (3) Members. The Board, due to the resignation of Mr. Sushil Kumar Saraf, re-constituted the Committee at its meeting held on 11 August 2014 comprising of Mr. Santimoy Dey, as the Chairman, Mr. S.S. Choudhary and Mr. S.K. Banerjee as its members.
The Committee reviewed the status of Investors' Complaints periodically relating to transfer and transmission of shares, non-receipt of Dividend, among others.
b) Terms of Reference
• To review the issue of Duplicate Shares.
• To review the Status of Unpaid Dividend.
• To review the pending Investors Complaint.
• To review the Secretarial Audit report
• To review the periodical Compliance with Stock Exchange(s).
• To monitor expeditious redressal Investor's Grievances.
• All other matters relating to Shares.
c) Name and Designation of Compliance Officer
Mr. B.L. Sharma, Company Secretary has been designated as Compliance Officer in terms of Clause 47(a) of the Listing Agreement with stock exchange(s). The shareholders may send their complaints directly to the Company Secretary, Himadri Chemicals & Industries Limited, "Ruby House", 8, India Exchange Place, 2nd Floor, Kolkata - 700 001 or may email at: email@example.com Those members who desire to contact over telephone may do so at 91- 033- 2230 9953 / 4363.
d) Status of Investors' Grievances
There was 1 pending complaint at the beginning of the year and during FY2015, total of 29 complaints were received from investors, and all the complaints including the pending one at the beginning of the year were replied/ resolved to the satisfaction of the investors.
The Company regularly updates the status of Investors Complaints on "SCORES", an online portal introduced by SEBI for resolving Investors complaints. There is no complaint pending on this portal.
6. SHARE TRANSFER COMMITTEE
The Share Transfer Committee comprises of Mr. S.S. Choudhary, as the Chairman, and Mr. B.L. Choudhary as its members. The Committee approves transfer of shares, consolidation /sub-division of shares/ Re-materialization and other related matters.
I n accordance with Cause 49 VIII(E)(5) of the Listing Agreement of the Stock exchanges, and in order to expedite the process of share transfer and the redressal of investors' grievances, the Board has delegated its powers with a senior employee, who periodically visits the office of the Company's Registrar and Share Transfer Agent M/s S. K. Infosolutions Pvt. Ltd and monitors the activities.
The Committee holds periodical meetings for transfer and transmission of shares and co-ordinates with Company's Registrar & Share Transfer Agents. During FY 2015, the committee met 17 (Seventeen) times.
The Company confirms that there were no share transfers lying pending as on 31 March 2015 and all request for de-materialization and re-materialization of shares as on that date were confirmed / rejected into the NSDL / CDSL system.
7. FINANCE AND MANAGEMENT COMMITTEE
The Finance and Management Committee comprises of Mr. S.S. Choudhary and Mr. B.L. Choudhary as its members. During the FY2015, the committee met 29 (twenty nines) times.
Terms of reference
The terms of reference of Finance Committee include the following:
• Giving authority to Employees for representing the Company at various Court of Law
• To Sign and execute documents, letters on behalf of the Company in compliance with the various rules and regulations made under the various enactments
• To sign and execute documents, letters, agreements on behalf of the Company other matters incidental to the business of the Company in ordinary course of business
• Borrow money (otherwise than issue of debentures) from time to time for its' projects expansion and working capital and providing security;
• Execution of documents with banks and financial institutions;
• Opening of banking accounts with banks; Investing the funds of the Company
• Making loans in ordinary course of business;
• All other day-to-day operations of the Company.
8. Corporate Social Responsibility (CSR) Committee
During the FY2015, the Company in terms of Section 135(1) of the Companies Act 2013 has constituted Corporate Social Responsibility Committee Consisting following Directors as members:
a. Mr. Shyam Sundar Choudhary, (Whole Time Director)
b. Mr. Santimoy Dey (Independent Committee)
c. Mr. Sakti Kumar Banerjee (Independent Director)
Terms of reference
The terms of reference of Corporate Social Responsibility include the following:
• To Formulate and recommend to the Board a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act 2013;
• To recommend the amount of expenditure to be incurred on the activities referred above and
• To monitor the Corporate Social Responsibility Committee from time to time.
During the FY2015, the committee met 2 (two) times.
9. Internal Complaint Committee
During the FY2015, the Company has constituted Internal Complaint Committee Consisting following members
Terms of reference
The terms of reference of Internal Complaint Committee include the following:
i) The Committee shall act in accordance with the Provisions of the Act and rules (including any statutory modifications, alteration or re-enactment thereon for the time being in force) made there under including the service rules, if any made applicable on the employee of the Company;
ii) The Committee shall follow the service rules while dealing with the complaints in case the complaints is against the employee of the Company and deal with the matter keeping in view the principal of natural justice;
iii) The Committee shall maintain all records relating to Complaints received and their redressal;
iv) The Committee shall hold such meetings as may be required from time to time for redressal of the Complaints made under the provisions of the Act.
v) The Committee shall ensure to maintain high degree of confidentiality with regards to the aggrieved person as well as the respondent;
vi) The Committee shall organise such number workshops or awareness programme from time to time for educating the employees of the Company in this regard;
vii) The Committee shall prepare an Annual Report ending 31 December each year in terms of Section 21 of the Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 containing the following details:
a) Number of complaints of sexual harassment received in the year;
b) Number of complaints disposed off during the year;
c) Number of cases pending for more than ninety days;
d) Number of workshops or awareness programme against sexual harassment carried out;
e) Nature of action taken by the employer or District Officer
The Committee shall submit the Annual Report to the Employer and District Officer in terms of Provisions of the Act. There was no complaint received by the Committee during FY2015.
i. Related party transactions
The Company has not entered into any materially significant related party transaction during the year with any of the related parties which may have potential conflict with the interest of the Company.
Related party transactions are defined as the transactions of the Company of a material nature, with its promoters, directors or the management, or their subsidiaries or relatives, among others, that may have potential conflict with the interest of the Company at large.
Among the related party transactions are the contracts or arrangements, made by the Company from time to time, with Companies in which Directors are interested. The Audit Committee reviews periodically the significant related party transactions and the Committee provided omnibus approval for related party transaction which are in ordinary course of business (repetitive in nature) and are on Arm's Length basis. All transactions covered under the related party transactions are regularly ratified and / or approved by the Board. There were no material transactions during FY2015 that were prejudicial to the Company's interest.
The Board has obtained certificates / disclosures from key management personnel and senior management personnel confirming that they did not have any material, financial and commercial interest in transactions with the Company that may have a potential conflict with the Company's interest at large.
There are no materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the directors or the management and their subsidiaries or relatives that may have potential conflict with Company's interest at a large.
Related party transactions as per requirements of Accounting Standard 18 (AS18) "Related Party Disclosures" are disclosed in the Notes to the Annual Accounts of the Company for the year ended 31March 2015.
The Company has duly formulated a Policy on dealing with Related Party transactions. The Company recognizes that certain transactions present a heightened risk of conflicts of interest or the perception thereof and therefore has adopted this Policy to ensure that all Related Party Transactions with Related Parties shall be subject to this policy and approval or ratification in accordance with Applicable Law. This Policy contains the policies and procedures governing the review, determination of materiality, approval and reporting of such Related Party Transactions.The link for the same as placed on the website of the Company is www.himadri.com/ Himadri Policy on materiality of Related Party.pdf
ii. Reconciliation of Share Capital Audit Report
A qualified Practising Company Secretary has carried out exercise of Reconciliation of Share Capital to the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The Reconciliation of Share Capital confirms that the total issued / paid up capital was in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
iii. Statutory compliances, penalties & strictures related to capital markets
The Company complied with the requirements of the stock exchange(s)/ SEBI and statutory authorities on all matters related to capital markets. There were no instances of non-compliance on any matter relating to the capital market during the last three years. There were no penalties or strictures imposed on the Company by the stock exchange(s), SEBI or any statutory authority in any matter related to capital markets.
iv. Whistle Blower Policy
The Company has adopted a Vigil Mechanism and Whistle Blower Policy and the same is uploaded on the website of the Company. Mr. Bajrang Lal Sharma, Company Secretary is appointed as Vigilance Officer by the Board for this purpose. During the year, Vigilance Officer has conducted various workshops and awareness programmes for the employees of the Company working at various locations. The scope of the Vigil Mechanism and Whistle Blower Policy of the Company enable employees to access the Chairman of the Audit Committee in exceptional circumstances.
v. Mandatory and non-mandatory requirements
The Company has complied with the mandatory requirements and has adopted a few non-mandatory requirements under Clause 49 of the Listing Agreement, which are reviewed by the management from time to time.
vi. Non-Mandatory Requirements
a. Shareholders' Rights
The Company's financial results are published in the newspapers and also posted on its own website (www.himadri.com). Hence, the Financial Results deemed to be sent to the shareholders. However, the Company furnishes the financial results on receipt of request from the shareholders.
b. Audit Qualification
The Company, at present, does not have any audit qualification pertaining to the financial statements.
c. Reporting of Internal Auditor
The Company's Internal Auditor reports directly to the Audit Committee.
vii. Inter-se Relationship amongst Directors
Except the Promoter Director, the other Directors of the Company do not have any inter-se relationship amongst each other.
viii. Proceeds from Public Issues, rights issue, preferential issues, etc.
The Company has not raised any money through an issue of Securities by means of Public issue, Rights Issue, Preferential Issue, etc. during the financial year ended 31 March 2015
13. MEANS OF COMMUNICATION
a. Quarterly/Annual Financial Results: The unaudited quarterly financial results are announced within 45 days from the end of each quarter and the audited annual results are announced within 60 days from the end of the last quarter. These financial results, after being taken on record by the Audit Committee and Board of Directors, are communicated to the Stock Exchanges where the shares of the Company are listed. Any news, updates, or vital/useful information to shareholders are being intimated to Stock Exchanges and are being displayed on the Company's website: www.himadri.com
b. Newspapers: During FY2015, financial results (Quarterly & Annual) were published in newspapers viz. The Financial Express, Economic Times, Times of India, Business Standard in English (all editions), Jansatta (Hindi) and Arthik Lipi/ Ei Samay (Vernacular) in the format prescribed under Clause 41 of the Listing agreement with the Stock Exchanges where the shares of the Company are listed.
c. Website: The financial results are also posted on the Company's Website at www.himadri.com The Company's website provides information about its business and the section on "Investor Relations" serves to inform and service the Shareholders allowing them to access information at their convenience.
d. Annual Report: Annual Report is circulated to all the members within the required time frame, physically through post and via E-mail, wherever the E-mail ID is available in accordance with the "Green Initiative Circular" issued by MCA. The shareholders have been provided e-voting option for the resolutions passed at the general meeting to vote as per their convenience.
e. E-mail ID of the Registrar & Share Transfer Agent: All
the share related requests/queries/ correspondence, if any, are to be forwarded by the investors to the Registrar and Transfer Agent of the Company, M/s S.K. Infosolutions Pvt. Ltd 34/1A, Sudhir Chatterjee Street, Kolkata - 700 006 and/ or e-mail them to firstname.lastname@example.org
f. Designated E-mail ID for Complaints/ Redressal:
In compliance of clause 47(f) of the Listing Agreement entered into with the Stock Exchanges, the Company has designated an e-mail ID email@example.com exclusively for the purpose of registering complaints/ grievances by investors. Investors whose requests/ queries/correspondence remain unresolved can send their complaints/ grievances to the above referred e-mail ID and the same would be attended to promptly by the Company.
NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by NSE for Corporates. The Shareholding Pattern, Corporate Governance Report, Financial Results and Board Meeting / Corporate Action Announcements are filed electronically on NEAPS.
BSE Corporate Compliance & Listing Centre: The
Listing Centre is a web-based application designed by BSE for Corporates. The Shareholding Pattern, Corporate Governance Report, Financial Results, and other intimations are filed electronically on BSE's Listing Centre.
SEBI Complaints Redress System (SCORES): The
investor complaints are processed in a centralized web-based complaints redressal system through SCORES. The Action Taken Reports are uploaded online by the Company for any complaints received on SCORES platform, thereby making it convenient for the investors to view their status online.
News releases/Investor Updates and Investor presentations: The Company during the year has not made any specific presentation to any Investor, however, the Company usually uploads a general presentation, press release, earning release periodically about the Company and its business on the website for the benefit of all the stakeholders.
GENERAL SHAREHOLDER INFORMATION
i) Annual General Meeting for FY2015 is proposed to be held at "Kala Kunj Hall" 48, Shakespeare Sarani, Kolkata -700017 on Tuesday, 22 September 2015 at 10.00 am. The shareholders may exercise their right to vote through electronic means as provided in the notice convening the meeting.
) Financial Calendar for 2015-16 (tentative schedule)
Financial Year : 2015-16
Board meetings for approval of quarterly results :
- Quarter ended 30 June 2015 : Within 2nd Week of August 2015
- Quarter ended 30 September 2015 : Within 2nd week of November 2015
- Quarter ended 31 December 2015 : Within 2nd week of February 2016
- Annual Result for the year ended 31 March 2016 (Audited) : Within 60 days from the end of the financial year
Annual General Meeting for FY2016 : In accordance with Section 96 of the Companies Act, 2013
Posting of Annual Report : 21 (clear) days before the meeting
Receipt of proxy forms : At least 48 hrs before the meetin
i) Date of Book Closures
The Share Transfer and Register of Members of the Company will remain closed from 16 September 2015 to 22 September 2015 (both days inclusive).
i) Listing of Securities on stock exchange(s)
Equity Shares: The Company's shares are presently listed on the following stock exchange(s):
Sl. No. Stock exchange Listing code
1 BSE Limited P. J. Towers, Dalal Street, Fort Mumbai- 400 001 : : 500184
2 National Stock Exchange of India Ltd "Exchange Plaza" Bandra-Kurla Complex, Bandra ( E), Mumbai - 400 051: : HCIL
/i) Registrar and Share Transfer Agent
The Company engaged the services of M/s S.K. Infosolutions Pvt. Ltd of 34/1A, Sudhir Chatterjee Street, Kolkata - 700 006, a SEBI registered Registrar as its Share Transfer Agent for processing the transfer, sub-divisions, consolidation, splitting of securities among others. Since the shares are compulsorily required to be traded in dematerialized form, shareholders are requested to get their physical shareholdings converted into DEMAT form through their depository.
All the queries related with shares may be forwarded directly to the Company's Registrar. The Company has made necessary arrangements with Depositories NSDL/CDSL for Dematerialization of shares. M/s S.K. Infosolutions Pvt. Ltd was appointed as common agency to act as transfer agent for both physical and demat shares.
Shareholders are requested to surrender the old share certificates having Face Value of Rs. 10/- each to the Registrar and Share Transfer Agent for cancellation and issue of new certificates of face Value of each pursuant to stock split approved by the shareholders at the Annual General Meeting held on 28 September 2010, for which the Record Date was fixed on 9 November 2010.
/ii) Share Transfer System
The Company ensures that all transfers are duly affected within a period of fifteen days from the date of their lodgment. The Board constituted a Share Transfer Committee for approval of the Transfers, which meets on regular intervals. Share Transfer, Duplicate issue of shares and all other investors' related activities are attended to and processed at the office of the Registrar and Share Transfer Agent, M/s S.K. Infosolutions Pvt. Ltd, Kolkata.
Pursuant to Clause 47(c) of the Listing Agreement with the stock exchange(s), certificate on half-yearly basis is filed with the stock exchange(s) for due compliance of share transfer formalities by the Company.
viii) Nomination facilities
Section 72 of the Companies Act, 2013 read with Rule 19(1) of Companies (Share Capital and Debentures) Rules, 2014, provides for the facility of nomination to shares and debentures. This facility is mainly useful in case of those holders who hold their shares in single name. Investors are advised to avail of this facility, especially those holding shares in single name to avoid any complication in the process of transmission, in case of death of the holders.
I n case the shares are held in physical mode, the nomination form may be obtained from the Registrar & Share Transfer Agent. In case of shares held in Demat form, such nomination is to be conveyed to the D/P as per the formats prescribed by them.
ix) Unclaimed / Unpaid Dividend
The amount of unclaimed dividend are lying credit in separate bank accounts. Members may please note that pursuant to Section 125 of the Companies Act, 2013 the amount lying in credit of any unpaid dividend account if remained un-claimed for 7 years from the date they became due for payment shall be transferred to the Investor Education and Protection Fund. As on 31 March 2015, the following amounts are unclaimed and lying credit in separate bank accounts with various banks.
xi) Dematerialization of shares and liquidity
The shares of the Company are under compulsory demat list of SEBI and it hasjoined as a member of the Depository services with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as an Issuer Company for dematerialization of its' shares. Shareholders can get their shares dematerialized with either NSDL or CDSL.
Pursuant to stock split approved by the shareholders at the Annual General Meeting held on 28th September 2010, each equity shares of face value of Rs.10/- each has been sub-divided into ten equity shares of each and the depositories allotted the following new ISIN number to the Company:
NSDL - INE 019C01026 CDSL - INE 019C01026
As on 31 March 2015, out of the 38,57,32,570 equity shares of the Company 37,73,98,949 shares were held in Electronic form representing 97.84 % to the total paid up capital, whereas balance of 83,33,621 shares were held in physical form representing 2.16% to the total paid up share capital of the Company.
xii) Outstanding Foreign Currency Convertible Bonds
In the year 2009-10, the Company had issued to International Finance Corporation (IFC), 70 Foreign Currency Convertible Bonds (FCCBs) having a face value of USD 100,000 each aggregating to USD 7 million. FCCBs are hybrid instruments with an option of conversion into Equity shares and an underlying foreign currency liability with redemption in the event of non- conversion at the end of the period.
The bondholder has an option of converting these bonds into Equity shares at any time within a period of 7 years from the date of issue at an initial conversion price of Rs.13.50/- per share (face value of each) at the exchange rate prevailing on the date of conversion request. Unless the conversion option is exercised, the outstanding FCCBs will be redeemed in full at their par value together with interest @ 6 month LIBOR + 3.35% p.a. accrued on a compounded six monthly basis.
As at 31 March 2015 conversion option has not been exercised in respect of any Bond. The Company expects that the bondholder will opt for conversion rather than redemption
xiv) Address for correspondence
All communication may be sent to Mr. B.L. mpany Secretary and Compliance Officer at the following address:
Himadri Chemicals & Industries Limited,
'Ruby House', 8, India Exchange Place, 2nd floor, Kolkata - 700 001 Phone number: (033) 2230 9953/ 2230 4363 Fax No 91-33-2230-9051, e-mail: firstname.lastname@example.org
All shares related queries may be sent to the Company's Registrar and Share Transfer Agent, M/s S. K. Infosolutions Pvt. Ltd, 34/1A, Sudhir Chatterjee Street, Kolkata - 700 006. Ph No: 91-033- 22196797/ 4815
For and on behalf of the Board
Bankey Lal Choudhary
Shyam Sundar Choudhary
Date: 26 May 2015