CORPORATE GOVERNANCE REPORT for the year ended 31.03.2014
(As required under Clause 49 of the Listing Agreement entered into with the Stock Exchange)
1. Company's philosophy on the Code of Corporate Governance
Your Company believes that good Corporate Governance contemplates that corporate actions balance the interests of all shareholders and satisfy the tests of accountability, transparency and fair play. Further, your company firmly believes that a sound governance process represents the foundation of corporate excellence.
2. Board of Directors Composition
As on 31st March, 2014, your Company's Board comprises five directors headed by a Non-Executive Chairman as below:
• One Non-Executive Director representing Promoter Director.
• Three Non-Executive independent Directors.
• One Executive Director.
During the financial year ended 31st March 2014, four Board Meetings were held on 30th May 2013, 14th August 2013, 14th November 2013 and 14th February 2014.
Information supplied to the Board of Directors :
During 2013-14, all necessary information, as required under the applicable provisions of the Companies Act, 1956, the Companies Act, 2013, Listing Agreement and other applicable laws and rules were placed and discussed at the board meetings.
3. Code of conduct
Pursuant to Clause 49(I)(D) of the Stock Exchange Listing Agreement, the Board of Directors has adopted the Code of Conduct for the directors and senior management ("the Code"). The Code has been made available on the Company's website www.hgl.co.in . A declaration signed by the Managing Director & CEO of the Company, is attached with the Annual Report.
4. Audit Committee Composition:
The Company's Audit Committee comprises two non-executive independent directors, and one executive non-promoter director.
Mr. Mahesh Kumar Malpani, Chairman
Mr. Beni Gopal Saraf, Member
Mr. Ramesh Kumar Haritwal, Member
The members of the committee are well versed in matters relating to finance, accounts and general management practices.
The Powers and Role of the Audit Committee:
• To investigate into any activity within its terms of reference.
• To seek information from any employee.
• To obtain external legal or other professional advice.
• To secure attendance of outsiders with relevant expertise, if it considers necessary.
• 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.
• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
• Approval of payment to statutory auditors for any other services rendered by them.
• Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
a) Matters required in the Director's Responsibility Statement to be included in the Board's report in terms of section 217 (2AA) of the Companies Act, 1956.
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 the 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.
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
• Reviewing, with the management, the statement of uses/application of fund raised through an issue (public issue, right issues, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public/rights issue, and making the appropriate recommendation to the Board to take up steps in this matter.
• Reviewing, with the management, performance of statutory and internal auditors, the adequacy of the internal control systems.
• 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.
• Discussion with internal auditors any significant finding and follow up there on.
• 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.
• 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.
• 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.
• To review the functioning of the Whistle Blower mechanism, in case it is existing.
• 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 & background, etc. of the candidate.
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Review of information by the Audit Committee :
The Audit Committee will mandatorily review the following information :
• Management discussion and analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the audit committee), submitted by management;
• Management letters/letters of internal control weaknesses issued by the statutory auditors
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
Meetings and Attendance during the year :
During 2013-14, four meetings were held on 30th May 2013, 14th August 2013, 14th November, 2013 and 14th February, 2014. The meetings are generally held before finalisation of quarterly and annual accounts.
5. Subsidiary Companies
The Company does not have any subsidiaries.
6. Remuneration Committee Composition:
Mr. Pradip Manharlal Domadia, Chairman Mr. Mahesh Kumar Malpani, Member Mr. Beni Gopal Saraf, Member
All the above member directors are Non-executive Independent Directors
Terms of reference:
• To determine the Company's policy on the remuneration package for Executive Directors and any compensation payment.
• To discuss, approve the remuneration package of Executive Directors.
Meetings and attendance:
There was no meeting of the Committee during 2013-14.
Remuneration Policy, details of remuneration and other terms of appointment of Directors
In framing the remuneration policy, the committee takes into consideration the remuneration practices prevailing in the industry and performance of the concerned executives. The remuneration package is as per the provisions of the Companies Act, 1956. No sitting fees are paid to the Executive Directors for attending the Board meetings or committee meetings. The necessary approvals were obtained from the shareholders wherever required.
There was no materially relevant pecuniary relationship or transactions of the non-executive directors vis-a'-vis the company, which may affect the independence of the directors. The Company has not granted any stock option to its directors.
7. Share Transfer and Investors' Grievance Committee Composition:
The Share Transfer and Investors Grievance Committee comprise of two Non-Executive independent directors.
Mr. Beni Gopal Saraf, Chairman
Mr. Mahesh Kumar Malpani, Member
Mr. Ramesh Kumar Haritwal, Managing Director & CEO of the Company designated as Compliance Officer. The Committee deals with matters relating to approval of transfers and transmissions, issue of duplicate share certificates, split and consolidation of certificates, dematerialization and rematerialisation requests and monitoring of shareholder complaints.
a) The company does not have related party transactions, which may have potential conflict with the interest of the company at large. Further, the statutory disclosure requirements relating to related party transactions have been complied with the Annual Accounts.
b) The financial statements have been made in accordance with the accounting standards so as to represent a true and fair view of the state of affairs of the company.
c) The company laid down procedures to inform Board members about the risk assessment and minimization procedures, which are periodically reviewed.
d) No penalties or strictures have been imposed on the company by the stock exchange or SEBI, or any statutory authority on any matter related to the capital market during the last three years.
e) The company complied with all the mandatory requirements as prescribed except that the company has not filled up the vacancy caused by resignation of the Chief Financial Officer during 2010-11 as required by Clause 49(II)(D)(12A) as stipulated in the Listing Agreement and made considerable progress towards adopting the non-mandatory requirements. The Company does not have a whistleblower policy. However, no person has been denied access to the Audit Committee.
f) In addition to Directors report, a Management Discussion and Analysis Report form part of the Annual Report to the shareholders. All Key Managerial Personnel and Senior Management have confirmed that they do not have any material, financial and commercial interest in transactions with the Company that may have a potential conflict with the interest of the Company at large.
9. Adoption of non-mandatory requirements
The Company has complied with the non-mandatory requirements of Clause 49 of the Listing Agreement with regards to constitution of Remuneration Committee.
10. Means of Communication
The quarterly/half yearly/annual financial results of the company are sent to the Stock Exchange immediately after they are approved by the Board of Directors. These are also published in the prescribed per forma within 48 hours of the conclusion of the meeting of the Board in which they are considered in English Newspaper circulating in the whole or substantially the whole of India, and in one vernacular newspaper of the state where the registered office of the Company is situated. In addition, these results are simultaneously posted on Company's website www.hgl.co.in
Details about the means of communication :
Quarterly/Annual results :Published in leading newspapers
Newspapers wherein results are normally published :Business Standard/Financial Express (English daily) and Dinamalar/Malai Murasu/Tamil Sudar/Makkal Kural (Tamil daily).
Any website, where displayed :www.hgl.co.in
Whether it also displays official news releases and presentation made to Institutional Investors and analysts :No specific presentatiWon was made to analysts during the year.
11. General Shareholders' Information
i. Date, Wme & venue of the Annual General Meeting
Tuesday, 30th September, 2014
At 1:00 P.M. at the Registered Office of the Company at Panchalam Village Melpettai Post, Tindivanam Tamilnadu-604 307
ii. Financial Year
Financial year of the company is from 1st April to 31st March.
Publication of results for the financial year 2014-15 (tentative and subject to change)
First quarter results: On or before 14th August, 2014
Second quarter and half year results: On or before 14th November, 2014
Third quarter results: On or before 14th February, 2015
Fourth quarter results and results for the year ending 31st March, 2015 : On or before 30th May, 2015.
iii. Book Closure Period
From 2nd September, 2014 to 4th September, 2014 (both days inclusive)
iv. Listing of equity shares at stock exchange
BSE Limited (BSE)
Floor 25, P. J. Towers Dalal Street, Fort, Mumbai-400001
v. Stock code BSE :
vi. E-mail ID for Investors:
vii. Corporate Identity Number (CIN) :
viii. Registrars & Share Transfer Agents
M/s. S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata - 700 006 Phone: (033) 2219-4815/6797 Fax: (033) 2219-4815
ix. Share Transfer System
The Company has a committee of the Board of Directors called Share Transfer and
Investors' Grievance Committee, which meets as and when required to approve the transfer of shares. The formalities for transfer of shares in the physical form are completed and the share certificates are dispatched to the transferee within 15 days of receipt of the transfer documents, provided the documents are complete and the shares under transfer are not under dispute.
x. Dematerialisation of Shares and Liquidity
The Company's equity shares are tradable compulsorily in electronic form and are available for trading in the depository systems of both National Securities Depository Ltd.(NSDL) and Central Depository Services (India) Ltd. (CDSL). The International Securities Identification Number (ISIN) of the Company, as allotted by NSDL and CDSL is INE 464C01016. Nearly 97.10% of total equity shares have been dematerialized as on 31st March, 2014
xi. Outstanding ADRs/GDRs
xii. Plant Location:
Panchalam Village Melpettai Post Tindivanam-604 307
xiii. Address for correspondence:
M/s. S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata - 700 006
Phone:(033)2219-4815/6797 Fax-(033) 2219-4815
Contact Person: Mr. Dilip Bhattacharya, Director Email: firstname.lastname@example.org
On behalf of the Board of Directors
For Himalaya Granites Limited
Place : Kolkata
Dated : 30th May, 2014