CORPORATE GOVERNANCE REPORT
HSIL has always maintained an integrated way of thinking, which is reflected in the functioning of the Board and corporate governance framework. A company's relationship with its investors is an important component of corporate governance. The Board of Directors believes in upholding the highest standards of accountability and actively participates in overseeing risks and strategic management. The board fully supports and endorses corporate governance practices in accordance with the provisions of Clause 49 of the listing agreements. The primary objective of corporate governance is to create and adhere to a corporate culture of conscience and consciousness, transparency and openness, to develop capabilities and identify opportunities that best serve the goal of value creation. Our corporate governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company. Over the years, we have strengthened governance practices. These practices define the way business is conducted and value is generated.
The Securities and Exchange Board of India (SEBI) amended the Listing Agreement effective I October 20I4, to bring in additional corporate governance norms for listed entities. The norms provide for stricter disclosures and protection of investor rights, including equitable treatment for minority and foreign shareholders.
Our corporate governance framework has helped us to be aligned with the new guidelines of the Companies Act, 20I3. We believe that an active, well informed and independent board is necessary to ensure the highest standards of corporate governance.
A. Board Of Directors
The Company is managed and controlled by a professional Board comprising a blend of Executive and Non-executive professional Directors. As on 31 March 2015, the
Board of Directors consisted of nine Directors, including Chairman and Managing Director, Joint Managing Director and others.
As on 3I March 20I5, none of the Directors on the Company's Board was a Director in more than 20 Companies, neither a Chairman of more than five Committees nor a member of more than I0 Committees in accordance with Companies Act, 20I3. Further, all the Directors have made necessary disclosures regarding their Directorship and Chairmanship/Committee Membership in other Companies as per the requirement of Companies Act, 20I3.
No Director is related to any other Director on the Board, except Mr. Rajendra Kumar Somany, Mr. Sandip Somany (Son of Mr. Rajendra Kumar Somany) and Mrs. Sumita Somany (Wife of Mr. Sandip Somany).
The appointment of the Chairman and Managing Director and Joint Managing Director including the tenure and terms of remuneration, are approved by the members at their general meetings.
Four Board meetings were held during 20I4-I5 and the gap between two meetings did not exceed I20 days. The dates, on which the Board meetings were held, are as follows: 29 May 2014, II August 2014, 29 October 2014 and I5 January 20I5.
Dates for the Board meetings are decided well in advance and the Agenda, along with the supporting documents, explanatory notes and information, as enumerated under Clause 49 of the Listing Agreement, are made available to the Board along with the notice of respective meetings. The Board periodically reviews compliance reports of all laws applicable to the Company. The Company undertakes steps to rectify instances of non-compliance, if any.
B. Committees of the Board
The Board of Directors has constituted the following Committees of Directors with adequate delegation of powers to discharge the Company's requisite business:
© Audit Committee
© Corporate Affairs Committee
© Corporate Social Responsibility Committee
© Nomination and Remuneration Committee
© Stakeholder Relationship (Shareholders'/
Investors' Grievance) Committee © Share Transfer Committee
The minutes of the meetings of all such committees are placed before the Board for discussion/noting.
Detail of the composition, number of meetings held during the year, attendance of members and scope of the committees are as below:
Audit Committee Composition
The Committee comprises of four Non-executive Independent Directors. Mr. V. K. Bhandari, an ex-banker and financial expert, is the Chairman of the Committee. The quorum of the Committee is two members or one-third of the members, whichever is higher. The Chairman and Managing Director, Presidents of Divisions, Finance Head, Statutory Auditors and the Internal Auditors are invitees to the meetings of the Audit Committee. The business and operation heads are invited to the meetings, as and when required. The Company Secretary acts as the Secretary to the Committee.
Meetings and Attendance
During the year, four meetings of the Audit Committee were held on 29 May 20I4,
II August 20I4, 29 October 20I4 and I5 January 20I5. The Chairman of the Audit Committee also attended the Company's last Annual General Meeting
The Committee's existing composition meets with requirements of Section I77 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise / exposure.
Scope of the Audit Committee
The Audit Committee, inter alia, supports the Board to ensure an effective internal control environment. The Committee discharges such duties and functions with powers generally indicated in Clause 49 of the Listing Agreement with the Stock Exchanges.
With the applicability of Companies Act, 20I3, scope of the Audit Committee has been widened as follows:
Powers of Audit Committee
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Term of Reference
© Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, adequate and credible;
© Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditors and the fixation of audit fee;
© Approving payment to Statutory Auditors for any other services rendered by them;
© 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 subsection 3 of section 134 of the Companies Act, 20I3 (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, if any.
© 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 funds raised through an issue (public issue, rights issue, 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 agency monitoring the utilisation of proceeds of a public or rights issue, if any, and making appropriate recommendations to the Board to take up steps in this matter;
© Reviewing and monitoring the auditor's independence and performance and effectiveness of audit process;
© Approval or any subsequent modification of transactions of the company with related parties;
© Scrutiny of inter-corporate loans and investments;
© Valuation of undertakings or assets of the company, wherever it is necessary;
© Reviewing and evaluation, with the management,the performance of Statutory and Internal Auditors and adequacy of the internal control system;
© Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, reporting structure coverage and frequency of internal audit;
© 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;
© Reviewing reports of internal audit and discussing with Internal Auditors on any significant findings of any internal investigations by the Internal Auditors and the executive management's response on matters and follow-up thereon;
© Reviewing reports of Cost audit, if any, and discussion with Cost Auditors on any significant findings by them;
© 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;
© To review the functioning of the Vigil (Whistle Blower) mechanism;
© 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;
© Recommending to the Board, the appointment and fixation of remuneration of Cost Auditors, if applicable;
© Evaluating Internal Financial Controls and Risk Management Systems and reviewing the Company's financial and risk management policies;
© Looking into the reasons for substantial defaults, if any, in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
Reviewing the Management Discussion and Analysis of financial condition and results of operation;
Reviewing the statement of significant related-party transactions;
Reviewing the Management letters/letters of internal control weaknesses issued by the Statutory Auditors.
To review the appointment, removal and terms of remuneration of the Chief internal auditor.
To review the internal audit report relating to internal control weaknesses
Corporate Affairs Committee Composition
The Company's Corporate Affairs Committee comprises of two Executive Directors and two Nonexecutive Directors. Mr. Rajendra Kumar Somany, Chairman and Managing Director of the Company, is Chairman of the Committee. The Company Secretary acts as the Secretary to the Committee.
Meetings and Attendance
The Corporate Affairs Committee met on fourteen occasions during 20I4-I5, on 26 April 20I4,
8 May 20I4, I8 July 20I4, 22 August 20I4, 24 September 20I4, 30 October 20I4,
18 November 2014, 19 December 2014, 9 January
20I5, 9 March 20I5 (2 meetings), I2 March 20I5, I6 March 20I5 and 30 March 20I5.
Scope of the Corporate Affairs Committee
The Corporate Affairs Committee's terms of reference include providing authorisation to the Company's Executives on account of banking operations, taxation, corporate and financial management issues arising in the Company's day-today operations. The Committee's powers are revised from time to time by the Board of Directors to facilitate seamless operations of the Company.
Corporate Social Responsibility (CSR)
The Company's Corporate Social Responsibility Committee comprises of two Executive Directors and an Independent Director. Mr. Salil Bhandari, Independent Director of the Company is Chairman of the Committee. The Company Secretary acts as the Secretary to the Committee.
Meetings and Attendance
During the year, the Corporate Social Responsibility Committee met twice on II August 20I4 and I5 January 20I5. The following table summarises the attendance details of the Corporate Social Responsibility Committee members:
Scope of the Corporate Social Responsibility Committee
The above constituted Corporate Social Responsibility Committee formulated the Corporate Social Responsibility Policy to achieve its objective that being a corporate entity, HSIL acknowledges its obligation to contribute to the economic development of the State and the country while improving the quality of life of its workforce and their immediate families as well as of the community and society at large. While undertaking statutorily required CSR projects / programmes within India, the Company will consistently strive for opportunities to meet the expectation of its stake holders by pursuing the concept of sustainable development with focus on improving the quality of life. The Company also places emphasis on development of knowledge and skills in the young, both male and female, in order to make them economically productive.
The Committee oversees the activities /functioning in identifying the area of Corporate Social Responsibility activities as specified in our CSR Policy in accordance with schedule VII of the Companies Act, 2013 and execution of initiative as per pre-defined guidelines. The Corporate Social Responsibility Policy of the Company is available on www.hindwarehomes.com <http://www.hindwarehomes.com>.
Nomination and Remuneration Committee
The Committee comprises of four members, three of them being Non-executive Independent Directors and one is Non-executive Non-Independent Director.
Mr. Salil Bhandari was appointed as chairman of the Committee w.e.f. 29 October 2014. The Company Secretary acts as the Secretary to the Committee.
Term of reference
The Nomination and Remuneration Committee is empowered to review and recommend to the Board of Directors, remuneration and commission of the Company's Executive Directors with the guidelines laid down under the statute. With the applicability of Companies Act, 20l3, scope of the Remuneration Committee has been widened as follows: 0 formulating criteria for determining qualifications, positive attributes and independence of Directors; 8 i dentifying and recommending individuals who are qualified to become Directors, and who may be appointed as Senior Management in accordance with the criteria laid down; O recommending appropriate training program for new Directors, Key Managerial Personnel and
Senior Management and periodically reviewing the same;
O formulating criteria for evaluation of independent Directors and the Board;
O evaluating the performance of the Directors based on the evaluation criteria and furnishing the Board with the necessary report for further evaluation;
O recommending to the Board a Policy, relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management, and while formulating such Policy ensuring that:
(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, of the quality required to run the Company successfully;
(ii) the relationship of remuneration to performance is clear and meets the appropriate performance benchmarks; and
(iii) remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between the fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals;
•assisting the Board, as and when required, in relation to matters relating to remuneration and incentives payable to Directors, Key Managerial Personnel and Senior Management, including increments to the compensation structure;
•preparing a policy on diversity of the Board;
•recommending to the Board the re-appointment and removal of any individuals holding the office of a Director, Key Managerial Personnel or Senior Management, subject to the provision of the law and their service contract;
•reviewing remuneration of the Directors, Key Managerial Personnel and Senior Management based on performance criteria and recommending any changes thereto to the Board;
•determining whether the relevant Director has the requisite qualifications for practice of a profession in terms of section 197 of the Companies Act, 20l3 in relation to payment of remuneration for services rendered by such Director;
•undertaking such other functions as may be determined by the Board or required under the provisions of the Companies Act or the Listing Agreement; and
•undertaking such other actions as may be necessary or appropriate for performance of the aforementioned functions
Directors with materially significant, pecuniary or business relationship with the Company.
The transactions with related parties are furnished in note no. 39 to Annual Accounts, as stipulated under Accounting Standard l8 (AS-l8). Apart from related party transactions furnished in note no. 39, there are no transactions of material nature with Directors or their relatives and others, which may have potential conflict with the Company's interest. The Register of Contracts required to be maintained under Sectionl89(l) and rule l6(l) of the Companies Act, 20l3, containing the contracts, in which the Directors are concerned or interested, is placed at the meeting of the Board of Directors for their approval and noting, on a periodical basis.
During the year no pecuniary or business relationship existed between the Non-executive and Independent Directors and the Company. M/s G. L. Sultania & Co., Proprietor Mr. G. L. Sultania, Non-executive Director of the Company, was paid consultancy fees for rendering professional services, which is approved by Audit committee and Board of Directors and further by shareholders in the Annual General Meeting of the Company held on 27 September 20l4 and payment of professional fee to Dr. Rainer S. Simon in accordance with approval of Central Government, which is not to be construed as material transaction with the Company as per the provisions of Companies Act, 20l3 and clause 49 of the Listing Agreement.
With the applicability of Companies Act, 20l3, transactions attracting provisions of section 188 which are in ordinary course of business and are at arm's length have been entered into after being reviewed, scrutinized and approved by the Audit Committee and with approval of the Board.
No transactions which are not in ordinary course of business and are not at arm's length have been entered into with any related party.
Stakeholder Relationship (Shareholders'/ Investors' Grievance) Committee Composition
The Committee comprises of four members, three of them being Independent Directors and one is Nonexecutive Non-Independent Director. The Chairman of the Committee is Mr. N. G. Khaitan. The Company Secretary of the Company acts as the Secretary to the Committee and is also the Company's Compliance Officer.
Meetings and Attendance
During the year, four meetings of the Committee were held on 29 May 20l4, ll August 20l4, 29 October 20l4 and l5 January 20l5.
Scope of Stakeholders Relationship (Shareholders' / Investors' Grievance) Committee
© Reviewing and redressing Shareholders' and Investors' complaints / grievances concerning transfer of shares, non-receipt of dividends and non-receipt of Annual Reports, among others;
© Recommending measures for overall improvement in the quality of services being provided to the Shareholders / Investors.
During the year, 51 complaints were received and duly resolved by the Company.
Share Transfer Committee Composition
The Committee comprises of three members. The Chairman of the Committee is Mr. G. L. Sultania, who is a Non-executive Non-Independent Director, and the other two members are the Company's Executives.
Meetings and Attendance
The Committee conducts monthly meetings for the approval of transfer of shares lodged with the Company. As on 31 March 2015, no request for transfer of shares was pending. The Committee met 12 times during the year under review and all the members were present at the meetings. consolidation, splitting and issue of share certificates, in exchange of sub-divided / consolidated and others, and overseeing the performance of the Company-appointed Registrar and Transfer Agent.
C. Other Meeting
Independent Directors Meeting
During the year under review, the Independent Directors met on 15 January 2015 inter alia, to discuss:
© Evaluation of the performance of Non Independent Directors; © Evaluation of the Board of Directors as a whole;
© Evaluation of the performance of the Chairman of the Company, taking into account the view of the Executive and Non-executive Directors;
© The quality, quantity and time lines of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform their duties.
All the Independent Directors were present at the meeting except Mr. Ashok Jaipuria.
Disclosure of Accounting Treatment
The Company followed the guidelines of Accounting Standards laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.
The Company has an effective risk management procedure in place.The Company has formulated Risk Management Policy which was approved by the Board of Directors in their meeting held on 29 October 20I4. In accordance with the Risk Management Policy, the Company has constituted a Risk Management Committee. Members of the Committee comprise of Mr. Rajendra Kumar Somany as Chairman and other executives of the Company as members of the Committee. This committee regularly analyses the risks and takes corrective actions for managing/mitigating the same. The internal control system also provides support for the Company's risk management at various levels of operations of business. The Company also has a Foreign Exchange Risk Management Policy in place to effectively monitor and mitigate Foreign Exchange Risk.
No strictures/penalties were imposed on the Company by Stock Exchanges or SEBI or any statutory authority, or any matter related to capital markets during the last three years.
Proceeds from public issues, right issues, preferential issues
During financial year 2014-15, the Company has raised Rs. 250 crores through Qualified Institutional Placement (QIP) by allotting 62,50,000 Equity Shares of Rs. 2/- each at a premium of Rs. 398/- per share to Qualified
Institutional Buyers. Pursuant to clause 43 of the Listing Agreement with the stock exchanges, the proceeds from the aforementioned QIP has been utilised for incurring/accruing share issue expenses and reduction in loan.
The Management Discussion and Analysis Report forms a part of the Annual Report and is in accordance with the requirements laid down in Clause 49 of the Listing Agreement.
No material transaction was entered into by the Company with the Promoters, Directors or the Senior Management that may have a potential conflict with the Company's interest
Vigil mechanism (Whistle Blower Policy)
It is a recognised and globally accepted fact that a genuine whistle blower can safeguard a company against any fraud, malpractice or wrong doing.
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal, unethical behavior, malpractice, impropriety, abuse or wrongdoing. The Company has a Vigil Mechanism (Whistle Blower) Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct.
The email id where employees can post their complaints / observations is 'firstname.lastname@example.org'. During the year under review, no employee was denied access to Audit Committee.
Pursuant to the provision 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, Chairman as well as the evaluation of the working of its Nomination and Remuneration Committee. A structured questionnaire was prepared after taking into consideration 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, obligation and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director and the Directors expressed their satisfaction with the evaluation process.
HSIL Code of Conduct for the Prevention of Insider Trading
The Company implemented a Code of Conduct for the Prevention of Insider Trading, in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, I992, as amended till date.
The Code of Conduct for Prevention of Insider Trading, inter alia, prohibits purchase/ sale of Company's shares, while in possession of Company's unpublished and price-sensitive information and accordingly necessary procedures have been laid down for the Promoters, Directors, designated employees, Key Managerial Personnel, connected persons and others as prescribed under the said code for trading in the Company's securities.
HSIL-code of practices and procedures for fair disclosures is available on the Company's website 'www.hindwarehomes.com'
HSIL does not have any material non-listed Indian subsidiary, whose turnover or net worth (i.e. paid-up capital and free reserves) exceeds 20% of the consolidated turnover or net worth, respectively, of the Company and its subsidiaries in the immediately preceding accounting year. The minutes of the Board meetings as well as statements of all significant transactions of the unlisted subsidiary companies are circulated with the agenda of the Board meeting to the Company's Board of Directors
Particulars of Director seeking re-appointment
Pursuant to provisions of Companies Act, 20I3, Mrs. Sumita Somany shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment
For detailed particulars on the Director seeking re-appointment, please refer to Notice dated 18 May 2015 of the Annual General Meeting scheduled to be held on 23 September 2015
Training of Independent Directors
As per Clause 49 of Listing Agreement, the Company shall provide suitable training to the Independent Directors to familiarise them with the Company, their roles, nature of the industry in which the Company operates, business model of the Company etc. The details of such training imparted are also required to be disclosed in the Annual Report.
The Company provides an orientation and business overview to all its new Directors and provides materials and briefing sessions periodically to all Directors which assist them in discharging their duties and responsibilities.
The details of programmes conducted for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www. hindwarehomes.com/training_of_directors.aspx Further, the Company issues a formal letter of appointment to Independent Directors outlining their roles, responsibilities, functions and duties as an Independent Director. The format of the letter of appointment is available on the Company’s website at the link: http:// www.hindwarehomes.com/appointment_ letter_independent_director.aspx
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 requirement of Clause 49 of the Listing Agreement:
The Company is in the regime of unqualified financial statements.
Reporting of Internal Auditor
The Internal Auditor directly reports to the Audit Committee.
Means of Communication Results
The Quarterly, Half yearly and Annual results are submitted to the Stock Exchange(s) in accordance with Listing Agreement. Further, the quarterly/half yearly/annual results in the prescribed format, are published within 48 hours in any prominent daily newspaper, such as The Economic Times,The Financial Express, English Dailies and Kalantar vernacular newspaper. All vital information of the Company's performance, including Financial Results, Annual Reports of the last three years and Shareholding Pattern have been posted on the Company's website, 'www.hindwarehomes.com'
News releases, presentations, among others
Official news releases and official media releases etc. are displayed on the Company's website viz. www.hindwarehomes.com
HSIL makes financial presentations to institutional investors, mutual funds and others who have invested or intends to invest in the Company's share capital and such presentations are available on the website of the Company.
The Company's website 'www.hindwarehomes com' contains a separate dedicated section 'Investors' where shareholders' information is available. The Company's Annual Report is also available in a user-friendly and downloadable form.
The Annual Report containing, inter alia, Audited Financial Statement, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to members and others entitled thereto. The Management's
Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website www.hindwarehomes.com
NSE Electronic Application Processing
The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, results and other requirement of Listing Agreement, media releases, among others are filed electronically on NEAPS, by the Company.
BSE Corporate Compliance & Listing Centre (the 'Listing Centre')
BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, result media releases, among others are also filed electronically on the Listing Centre by the Company.
SEBI Complaints Redress System (SCORES)
The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
Designated Exclusive email-id
The Company has designated the email-id 'email@example.com' exclusively for investor servicing.
G. Shareholder Information Company Registration Details
The Company is registered in the State of West Bengal, India.The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is
2, Red Cross Place Kolkata - 700 00I Phone: +91 - 33 -2248 7406/07 Fax: + 91 - 33 - 2248 7045 email: firstname.lastname@example.org
301-302, Park Centra Sector-30, National Highway - 8 Gurgaon, Haryana Phone: +91- 124-477 9200 Fax: +91-124-429 2898-99 Email: email@example.com
Division and Plant locations
Bahadurgarh, District Jhajjar – 124507
Somanypuram, Brahmanapally, Bibinagar, District Nalgonda – 508126
i) G 470-471, Phase I, RIICO Industrial Area, Bhiwadi – 301019
ii) Plot No. SPI - 254, RIICO Industrial Area, Kaharani, Bhiwadi – 301019
Packaging Products Division Telangana
i) Glass Factory Road, Off Motinagar, P. B No. 1930, Sanathnagar, P.O. Hyderabad – 500 018
ii) Glass Factory Road, Thukkapur Road, Bhongir, District Nalgonda – 508116
KIADB Industrial Area, Lakamanhalli, Dharward – 580004
F-86, UPSIDC, Industrial Area, Selaqui, Dehradun – 248197
Ms. Payal M. Puri
Annual General Meeting
The 55th Annual General Meeting is scheduled to be held on 23 September 20I5, at II:00 a.m. at Sripati Singhania Hall, Rotary Sadan, 94/2, Chowringhee
Road, Kolkata -700 020.
The Company follows April to March as its financial year. The results for every quarter, beginning from April, will be declared within 45 days of the end of quarter, except for the last quarter, which will be submitted, along with the annual audited results within 60 days of the end of the last quarter, as permitted under the Listing Agreement.
Date of Book Closure
I6 September 20I5 to 23 September 20I5 (both days inclusive)
Dividend Payment Date
Latest by 28 September 20I5
Listing on Stock Exchanges
The Stock Exchanges, at which the Company's equity shares are listed, and the respective stock codes are: National Stock Exchange of India Ltd. (NSE): HSIL BSE Ltd. (BSE): 500187.
International Securities Identification Number (ISIN) of the Company's equity shares, having face value of X 2 each, is INE 4I5A 01038.
Listing fees for the financial year 2015-16, have been paid to the Stock Exchanges.
Registrar and Transfer Agent
M/s. Maheshwari Datamatics Private Limited is the Company's Registrar and Share Transfer Agent (RTA) for its equity shares. The contact details of RTA are:
Maheshwari Datamatics Private Limited 6, Mangoe Lane, Kolkata - 700 001 Phone +9I-33- 2243 5809/5029 Fax +91-33- 2248 4787 Email: firstname.lastname@example.org
Share Transfer System
The Company has constituted a Share Transfer Committee to approve the transfer of securities. Share transfers, which are received in physical form, are processed and the share certificates returned within 15 days from the date of receipt, subject to the documents being valid and complete in all respects. The dematerialised shares are transferred directly to the beneficiaries through the depositories.
Market Price Data
Monthly stock market data of the Company's high-and-low prices of equity shares during 20I4-I5 and their performance, in comparison with the broad-based index, comprise:
The Company has not issued any GDRs/ADRs/ Warrants or any convertible instruments.
H. Code of Conduct
The Company's Board of Directors laid down and adopted a Code of Conduct under Corporate Governance for all the Directors and the Senior Management Personnel of the Company. The said Code of Conduct has also been posted on the Company's website. The Board members and Senior Management Personnel have affirmed their compliance with the Code of Conduct for 20I4-I5.
A declaration signed by the Company's Chairman and Managing Director to this effect is enclosed at the end of this report.
I. CEO and CFO Certification
The Certificate, as required under Clause 49 of the Listing Agreement with the Stock Exchanges, duly signed by the Chairman and Managing Director and Chief Financial Officer, was placed before the Board, and the same is provided as Annexure to this report.
J. Certification by Auditors
As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Company's Statutory Auditors, M/s Walker Chandiok & Co LLP, have verified the compliances of the Corporate Governance by the Company. We have obtained a Certificate affirming the compliance from M/s Walker Chandiok & Co LLP, the Company's Statutory Auditors, and the same is annexed to this Report and forms a part of the Annual Report.