REPORT ON CORPORATE GOVERNANCE
1. A brief statement on Company's philosophy on code of governance:
The Company believes in transparency, professionalism and accountability, which are basic principles of corporate governance and would constantly endeavor to improve on these aspects.
2. Corporate Ethics:
The Company adheres to the highest standards of business ethics, transparency in all its dealings and timely compliance with statutory and legal requirements.
2.1 Code of Conduct of Board Members and Senior Management:
The Board of Directors of the Company has adopted Code of Conduct for its Members and Senior Management and it is reviewed and modified periodically as per changes in applicable laws. The Code highlights Corporate Governance as the cornerstone for sustained management performance and for serving all the stakeholders and for instilling pride of association. The code has been posted on the website of the Company i.e. www.hindcompo.com
2.2 Code of Conduct for Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading for its management, directors, employees and other connected persons. The Code lays down guidelines and procedures to be followed and disclosures to be made by directors, top level executives and employees whilst dealing in shares. The Company Secretary has been appointed as the Compliance Officer and is responsible for adherence to the Code.
2.3 Vigil Mechanism :
The Company has established a vigil mechanism for employees, officers and directors, which encourage them to report any suspected violation promptly and intend to investigate any report of violations made in good faith.
2.4 SHE (Safety, Health & Environment) System:
The Company has adopted Safety, Health and Environment (SHE) System with a commitment to provide a safe and healthy working environment.
3. Secretary's Responsibility Statement:
The Company Secretary confirms that the Company has:
¦ Maintained all the Statutory Registers required to be maintained under theCompanies Act, 2013 ("the Act") and the rules made thereunder.
¦ Filed all the forms and returns and furnished necessary particulars in time with the Registrar of Companies (ROC), Maharashtra, Mumbai, Ministry of Corporate Affairs (MCA) and/or Authorities as required under the Act.
¦ Issued all notices as required to be given for convening the meeting of the Board of Directors and General Meetings of the shareholders within the time limit prescribed by law.
¦ Conducted the meetings of the Board of Directors and Annual General Meeting as per the provisions of the Act and the Listing Agreement.
¦ Complied with all the requirements relating to the minutes of the proceedings of the meeting of the Directors and the Shareholders.
¦ Made due disclosures under the requirements of the Act including the requirements in pursuance to the disclosures made by the Directors.
¦ Obtained necessary approvals of the Directors, Shareholders, Central Government and other authorities as per the statutory requirements.
¦ Given loans and made investments in accordance with the requirements of the Act.
¦ Not exceeded the borrowing powers of the Company.
¦ Registered all the particulars relating to the creation, modification and satisfaction of the charges with the Registrar of Companies, (ROC), Maharashtra, Mumbai.
¦ Effected share transfers and dispatched the certificates within the time prescribed under the Act and the rules made thereunder.
¦ Complied with all the requirements of the Listing Agreement entered into with the Stock Exchanges wherever the Company's shares are listed.
The Company has also complied with the requirements prescribed by Securities and Exchange Board of India (SEBI) and other statutory authorities and also the requirements under the Act and related statutes in force.
As on 31st March 2015, the Audit Committee comprised of Mr. A. B. Vaidya, Mr. Raghu Mody, and Lt. Gen. (Retd.) K. S. Brar as its members. Mr. Brijmohan Rai Bahl, Chairman of the Committee ceased to be so due to his death on 24th January, 2015.
The Company Secretary acts as the Secretary to the Committee.
Brief description of terms of reference:
The Broad terms and reference of Audit Committee are to review the financial statements before submission to Board, to review reports of the Internal Auditors and to review the weakness in internal controls reported by Internal and Statutory Auditors and to review the remuneration of Internal and Statutory Auditors. In addition, the powers and role of the Audit Committee are as laid down under clause 49(III)(C) and 49(III)(D) of the Listing Agreement read with Section 177 of the Companies Act, 2013.
Meetings and attendance during the year:
During the year 2014-2015 the Audit Committee met four times on 29th May, 2014, 11th August, 2014, 7th November, 2014 and 13th February, 2015. The attendance at the Committee meetings was as follows:
6. Nomination and Remuneration Committee:
As on 31st March 2015, the Nomination and Remuneration Committee comprised of Mr. A. B. Vaidya, Mrs. Sakshi Mody and Lt. Gen. (Retd.) K. S. Brar as its members. Mr. Brijmohan Rai Bahl, Chairman of the Committee ceased to be so upon his death on 24th January, 2015.
The Company Secretary acts as the Secretary to the Committee.
• Brief description of terms of reference:
The terms of reference of this committee are wide enough covering the matters specified for Remuneration to the Directors under Clause 49 of the Listing Agreement.
• Meetings and attendance during the year:
During the year 2014-2015 the Nomination and Remuneration Committee met three times on 29th May, 2014, 2nd September, 2014 and 13th February, 2015. The attendance at the Committee meeting was as follows:
The Company has formulated a policy on remuneration of Directors and Senior Management Employees. The Remuneration Policy is appended as Annexure with this report.
Details of remuneration / fees paid / payable to the Directors are as under
The Non-Executive Directors did not draw any remuneration from the Company. Sitting fees to Non-executive Independent Directors is being paid at the rate of Rs. 5,000/- for each meeting of the Board and Committees attended by them.
The tenure of office of the Mr. P. K. Choudhary, Managing Director and Mr. Raghu Mody, Executive Chairman is for three years whereas for Mr. Varunn Mody, Executive Director, Treasury and Strategy is for five years, from their respective dates of appointment, and can be terminated by either party by giving one months' notice in writing. There is no separate provision for payment of severance fees.
• Shareholding of Non-Executives Directors:
As on 31st March, 2015, no Non-Executive Director held any share in the Company.
7. Stakeholders Relationship Committee:
As on 31st March, 2015, the Stakeholders' Relationship Committee comprised of Mr. A. B. Vaidya, Mr. Raghu Mody, Mr. K. M. Robinson and Lt. Gen. (Retd.) K. S. Brar. Mr. A. B. Vaidya, Non-Executive Independent Director is the Chairman of the Committee. The Company Secretary acts as Secretary to the Committee.
Mr. Amit Goenka - V. P. Finance and Company Secretary is the Compliance Officer of the Company. His address and contact details are given below:
Address : Peninsula Business Park, 'A' Tower, 8th Floor, Senapati Bapat Marg, Lower Parel, Mumbai 400013 Phone : 022 66880100 Fax : 022 66880105 Email : firstname.lastname@example.org
8. Corporate Social Responsibility (CSR) Committee:
As on 31st March, 2015, the Corporate Social Responsibility Committee comprises of Mr. Varunn Mody, Lt. Gen. (Retd.) K. S. Brar and Mr. P. K. Choudhary. Mr. Brijmohan Rai Bahl, Chairman of the Committee ceased to be so due to his death on 24th January, 2015.
The Company Secretary acts as the Secretary to the Committee.
i. Related Party Transactions:
None of the related party transactions was in conflict with the interests of the Company. Details on materially significant related party transactions are given in the appended financial statements under notes to the accounts. The policy on dealing with Related Party Transactions is available on Company's website at <http://> www.hindcompo.com/investor-relations/documents/ related-party-transaction-policy.pdf
11. Code of Conduct:
The Board of Directors has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel of the Company. All Board members have affirmed their compliance with the Code of Conduct. A declaration by the Managing Director of the Company affirming the compliance of the same in respect of the financial year ended on 31st March, 2015 by the members of the Board, as applicable to them, is also annexed separately in this Annual Report. The code of conduct for Board of Directors and senior management is disclosed in details on the Company's website <http://www.hindcompo.com/investor->relations/default.htm
iii. Compliance by the Company:
The Company has complied with all the requirements of the Listing Agreements entered into with the Stock Exchange, as well as the regulations and guidelines of SEBI. Consequently there were no strictures or penalties imposed by either SEBI or the Stock Exchange or any other statutory authorities for non-compliance of any matters related to the capital markets during the last three years.
iv. Disclosure of accounting treatment:
In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.
v. Whistle Blower policy /Vigil Mechanism and affirmation that no personnel have been denied access to the Audit Committee:
The Company has established a mechanism for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the audit committee in the exceptional cases. We affirm that during the financial year 2014-15, no employee was denied access to the Audit Committee.
vi. Risk Management:
The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Company has framed the risk assessment and minimization procedure, which is periodically reviewed by the Board.
vii. CEO / CFO Certification:
A certificate from Mr. P. K. Choudhary, Managing Director and Mr. Sunil Jindal, CFO of the Company on the financial statements of the Company was placed before the Board.
viii. Review of Directors' Responsibility Statement:
The Board in its report has confirmed that the annual accounts for the year ended 31st March, 2015 have been prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records.
General Shareholder information:
Annual General Meeting: Friday, 18th September, 2015 at 11.30 a.m. at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018
Financial Year: April 1 to March 31
Financial Calendar 2015-16:
Result for the quarter ending June, 2015 - by 14th August, 2015
Result for the quarter ending September, 2015 - by 14th November, 2015
Result for the quarter ending December, 2015 - by 14th February, 2016
Audited Result for the year ending March, 2016 - by 30th May, 2016.
Date of Book closure: 12th September, 2015 to 18th September, 2015 (both days inclusive)
Dividend Payment Date: Credit / Dispatch between 28th September, 2015 to 30th September, 2015
Cut-off date: The cut-off date for remote e-voting is 11th September, 2015.
Listing on Stock Exchanges: Equity Shares
a) BSE Limited
b) National Stock Exchange of India Limited
h) Stock Code
BSE : 509635
NSE : HINDCOMPOS
ISIN : INE310C01011
i) Listing Fees:
The Company has paid the listing fees for the year 201516 to all the stock exchanges where the shares are listed.
Registrar and Transfer Agents: Link Intime India Pvt. Ltd, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai-400 078 Phone: (022)-25946970 Fax: (022)-2594 6969 e-mail: rnt.helpdesk@linkintime. co.in
Share Transfer System:
All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agent (RTA) within 15 days of the lodgment, if documents, are found to be in order. Shares under objection are returned within two weeks. All requests for dematerialization of shares processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within 21 days.
o) Dematerialization of Shares:
As on 31st March, 2015, 92.50% of the total shares of the Company were in dematerialized form.
p) Convertible instruments:
The Company has not issued any Global Depository Receipts (GDRs)/American Depository Receipts (ADRs)/ warrants or any convertible instrument, which is likely to have impact on the Company's Equity.
q) Plant Locations:
Paithan: D-2/1, MIDC Industrial Area, Paithan, Dist. Aurangabad-431107
Bhandara: C-10/1, Bhandara Industrial Area, Gadegaon, Dist. Bhandara-441904
r) Regd. Office & Address for Correspondence:
Hindustan Composites Limited, Peninsula Business Park, 'A' Tower, 8th Floor, Senapati Bapat Marg, Lower Parel, Mumbai 400013 Telephone: 022 66880100; Fax: 022 66880105 E-mail: email@example.com
s) Compliance Certificate by Auditors:
The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49, which is annexed herewith and forming part of Annual Report.
t) Compliance Certificate for Code of Conduct:
The declaration by Managing Director affirming compliance of Board and Senior Management Personnel to the Code of Conduct is also annexed herewith and forms part of Annual Report.
u) Adoption of mandatory and non-mandatory requirements of Clause 49:
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement. The Company has adopted following non-mandatory requirements of Clause 49 of the Listing Agreement:
(a) Audit Qualification - The Company is in the regime of unqualified financial statements.
(b) Separate posts of Chairman and CEO - The Company has separate Chairman and Managing Director.
(c) Reporting of Internal Auditor - The Internal Auditor directly reports to the Audit Committee.