CORPORATE GOVERNANCE REPORT
(As required by Clause 49 of the Listing Agreement)
I. Company's Philosophy on Corporate Governance
Hindustan Dorr-Oliver Limited (hereinafter referred to as "the Company") is committed to corporate transparency and lays emphasis on business ethics in all its dealings. The Company believes in meeting its obligations to all its stakeholders, including amongst others, shareholders, customers, employees and the community in which the Company operates.
The Company's existing practices and policies are in conformity with the requirements stipulated by Stock Exchanges and SEBI and has gone well beyond simple statutory compliance by instituting such systems and procedures as are required to make the management completely transparent and institutionally sound.
II. Board of Directors (Board) * Composition of the Board
The Board comprises of experts drawn from diverse fields/professions. It consists of total of Six (6) Directors. The Chairman of the Board is a Non-Executive and Independent Director. The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges.
None of the directors on the board hold directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director. Necessary disclosures regarding committee positions in other public companies as on March 31, 2015 have been made by the directors. None of the directors are related to each other.
Independent directors are non-executive directors as defined under Clause 49(II)(B)(1) of the Listing Agreements entered into with the Stock Exchanges. The maximum tenure of the independent directors is in compliance with the Companies Act, 2013 ("Act"). All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act.
III. Committees of Directors under Corporate Governance Code
a. Audit Committee
The Audit Committee of the Board of Directors was constituted in conformity with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
(i) Brief description of terms of reference
The role of the Audit Committee is as prescribed under the Act and Listing Agreement and includes the following:
(a) Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
(b) Recommendation of appointment etc., of the Statutory Auditors and their fee for audit and other services;
(c) Review of Annual Financial Statements with particular reference to Directors' Responsibility Statement, changes in accounting policies, major accounting entries involving estimates, disclosure of related party transactions, qualifications in the draft audit report, etc.;
(d) Discussions with Internal Auditors on significant findings and with Statutory Auditors of the nature and scope of audit and on areas of concern;
(e) Review of quarterly financial statements, uses and application of funds raised, performance of Statutory and Internal Auditors, adequacy of internal control system and internal audit function; and
(f) Review of Management Discussion and Analysis Report on financial condition, operations, significant related party transactions, internal control weaknesses reported by the Statutory Auditors and Internal Auditors and the appointment and remuneration of Internal Auditor.
Composition, Names of Members and Chairperson
The Audit Committee presently comprises of 3 Independent Directors and one Non-Executive Director, having rich accounting/financial management expertise. The present composition of the Audit Committee is as follows:
a. Mr. Prabhakar Ram Tripathi, Chairman
b. Mr. Ramendra Gupta, Member
c. Mr. R. Balarami Reddy, Member
The Executive Director, Head Accounts and Finance, Internal and Statutory Auditors attend the Meeting of the Committee as and when invited.
The Company Secretary acts as Secretary to the Committee.
The Audit Committee met 4 times during the period of 2014-2015 and the gap between two meetings did not exceed 4 months. The details of the attendance of the Members are as follows:
*Appointed as Independent Director w.e.f. November 13. 2014 @Resigned as Director w.e.f August 13, 2014 $Resigned as Director w.e.f August 16, 2014
The Minutes of the Audit Committee Meetings are noted at the Board Meetings.
The Chairman of the Audit Committee Meeting was present at the 39th Annual General Meeting held on September 22, 2014.
b. Nomination and Remuneration Committee Composition
The Nomination and Remuneration Committee comprises of two Independent Directors and one Non-Executive Director. The present composition of the Nomination and Remuneration Committee is as follows:
* Mr. Prabhakar Ram Tripathi, Chairman
* Mr. R. Balarami Reddy, Member
* Mr. Ramendra Gupta, Member
The Company Secretary acts as Secretary to the Committee.
Terms of reference
(a) to determine on behalf of the Board the Company's Policy on remuneration package for Executive Directors including pension rights and compensation payments.
(b) to administer the Employee Stock Option Scheme of the Company
(c) to decide any other related matters.
The Minutes of the Nomination and Remuneration Committee Meetings are noted at the Board Meetings.
The Remuneration policy of the Company is performance driven and is structured to motivate employees, recognize their merits and achievements and promote excellence in their performance. The Company follows a compensation mix of fixed pay, benefits and perquisites besides Employee Stock Options.
c. Stakeholders Relationship Committee Composition
The Stakeholders Relationship Committee comprises of the following members of the Board:
* Mr. P. R. Tripathi, Chairman
* Mr. E. Sudhir Reddy, Member
* Mr. S. C. Sekaran, Member
The Company Secretary is the Compliance Officer nominated for this purpose under Clause 47(a) of the Listing Agreement.
The Committee meets at frequent intervals to consider, inter alia, share transfers, shareholders'/ Investors' complaints and coordinates with the Registrar & Transfer Agent, M/s Karvy Computershare Pvt. Limited for redressal of grievances.
During the year, 19 complaints were received from Shareholders. All complaints have been resolved to the satisfaction of the Complainants.
The Company has acted upon all valid transfers received during the period ended March 31, 2015 and no transfers were pending as on March 31, 2015.
d. Executive Committee
The Board has constituted an Executive Committee to exercise certain powers as to borrow upto certain limits, as delegated by the Board from time to time; opening and closing of bank accounts and authorizing the Directors and officers of the Company for operating the accounts; investment of surplus funds of the company upto certain limits; besides exercising such other powers as may be delegated by the Board from time to time.
The Executive Committee comprises of the following Members of the Board:
* Mr. E. Sudhir Reddy
* Mr. R. Balarami Reddy
* Mr. S. C. Sekaran
The Company monitors the performance of its subsidiaries, HDO Technologies Limited, and DavyMarkham (India) Private Limited i nteralia, by the following means:
* The financial statements, in particular the investments made by the unlisted subsidiary, are reviewed by the Audit Committee as well as by the Board.
* The minutes of the Board Meetings of the subsidiary are noted at the Board Meetings of the Company
During the year, there were no transactions of material nature with the Promoters, Directors or the management, their subsidi aries or relatives that had potential conflict with the interests of the Company. Register of Contracts containing the transactions in which Directors are interested is placed before the Board regularly. Transactions with related parties are disclosed in note no. 44.2 to the Financial Statements in the Annual Report.
There were no instances of non-compliance of any matter related to the Capital markets nor have any penalty/strictures been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on such matters.
VII Means of Communication
(i) Quarterly results- : Free Press Journal+ and Navshakti which news papers normally published in
(ii) Any web site where displayed : www.bseindia.com www.nseindia.com
(iii) Whether it also displays official : Yes News release and presentations made to Institutional Investors / Analysts
(iv) Whether Management Discussion : Yes and Analysis Report forms a part of the Annual Report.
In compliance with the Listing Agreement the Company has designated a separate e-mail address for the convenience of the investors for redressal of investor grievances which is email@example.com
VIII General Shareholders' information
* Annual General Meeting:
Annual General Meeting is proposed to be held on Wednesday, September 23, 2015 at 2:00 p.m. at All India Plastic Manufacturers Association, AIPMA, House, A-52, Street No. 1, MIDC, Andheri (East), Mumbai - 400093.
* Financial Calendar
(a) Financial year - April 1 to March 31
(b) Results will be published for the Quarter ended:
(i) June 30, 2015 - on or before August 15, 2015
(ii) September 30, 2015 - on or before November 15, 2015
(iii) December 31, 2015 - on or before February 15, 2016
(iv) March 31, 2016 - in May, 2016
* Date of Book Closure September 20, 2015 to September 25, 2015 (both days inclusive).
* Listing on Stock Exchanges
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.
Listing fee has been paid to above Stock Exchanges for the year 2014-2015.
* Stock Code
Bombay Stock Exchange Limited : 509627
National Stock Exchange of India Limited : HINDDORROL ISIN allotted to the Company : INE551A01022
Registrar and Transfer Agents
Karvy Computershare Pvt. Limited 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad - 500034
Address for correspondence by the investors/shareholders:
Karvy Computershare Pvt. Limited 17-24, Vittal Rao Nagar, Madhapur, Hyderabad - 500 081 Ph.: 040-44655178 Share holding pattern as on March 31, 2015
* Share Transfer System
Application for transfer of shares held in physical form is received at the office of the Registrar and Share Transfer Agents of t he Company. Stakeholders Relationship Committee approves valid transfers of shares and share certificates duly endorsed are dispatched within the time prescribed under the Listing Agreement/SEBI Guidelines.
Shares held in dematerialised form are electronically traded in the Depository and the Registrars and Share Transfer Agents of the Company periodically receive from the Depository the beneficiary holdings so as to enable them to update the records and to send all corporate communications, dividend warrants, etc.
The Company also offers the facility of transfer-cum-demat as per SEBI guidelines.
Any complaints by investors/shareholders may be communicated through the designated e-mail id viz. firstname.lastname@example.org
* Dematerialization of shares and liquidity
Shares aggregating to 98.93 percent of the share capital have been dematerialized as on March 31, 2015.
Trading in Equity Shares of the Company is permitted only in dematerialised form with effect from December 26, 2000 as per the Circular SMDRP/POLICY/CIR-23/2000 dated May 29, 2000 issued by the Securities and Exchange Board of India.
IX Address for correspondence:
The Company is operating from various work sites spread throughout the country and the operations are controlled by the Head office at Dorr-Oliver House, Chakala, Andheri East, Mumbai - 400 099 and through various Regional offices
Hindustan Dorr-Oliver Limited 30-A South Phase, 6th Cross Road Thiru-vi-ka Indl. Estate, Guindy, Chennai - 600 032
Hindustan Dorr-Oliver Limited, "COREANTHUM", A-41, Tower B, First Floor, Lobe - 4, Sector- 62, Noida - 201307 (U.P)
Hindustan Dorr-Oliver Limited, Flat No.1A, 1st Floor 8C Queens Park, Ballygunge Kolkata - 700 019
X Code of Business Conduct and Ethics for Directors and Senior Management
The Board at its meeting held on March 27, 2006 adopted the Code of Business Conduct for the purpose of clause 49 applicable to the Directors and Senior Management Personnel. This Code of Conduct has been put on the website of the Company i.e. www.hdo.in