CORPORATE GOVERNANCE REPORT FOR THE YEAR 2013-2014
(Pursuant to clause 49 of the Listing Agreement)
1. Company’s Philosophy
The Company’s philosophy on Corporate Governance endeavors the attainment of the highest level of transparency, accountability, motivation in all interactions with its shareholders, investors, lenders, employees and customers.
The Company believes that all its operation and action must serve the underlying goal of enhancing overall shareholder’s value, over a sustained period of time.
2. Board of Directors
The Board comprises of Six Directors. The Chairman of the Board is a Executive Director and the number of Independent Directors is half of the total number of Directors. The number of Non Executive Director is half of the total number of Directors.
None of the Directors on the Board is a member of more than 10 Committee and Chairman of more than 5 Committees (as specified under the clause 49 of the Listing Agreement), across all the Companies in which they are Directors. The necessary disclosures in this regard have been made by the Directors.
Five Board Meetings were held during the year ended 31st March, 2014 and the gap between two Board Meetings did not exceed four months. The dates of the Board Meetings were as follows :
19th April 2013; 30th May 2013; 14th August 2013; 13th November 2013 & 14th February 2014.
All the Board Meeting dates are decided in advance and sufficient notice along with the Agenda are sent in advance to the Directors at their Residential Addresses.
The information as required under Annexure IA to clause 49 is being made available to the Board.
The Board has periodically reviewed compliance reports of all laws applicable to the company, prepared by the company.
During the year the company did not have any material pecuniary relationship or transaction with any Non Executive Directors.
3. Audit Committee
The Audit Committee consists of three Directors. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise.
The primary purpose of the Audit Committee is to assist the Board of Directors (the “Board”) of IAG Glass Company Ltd. (the “Company”) in fulfilling its oversight responsibilities with respect to (a) the accounting and financial reporting processes of the Company, including the integrity of the audited financial results and other financial information provided by the Company to its stockholders, the public, stock exchanges and others, (b) the Company’s compliances with legal and regulatory requirements, (c) the Company’s independent auditors’ qualification and independence, (d) the audit of the Company’s Financial statements, and the performance of the Company’s internal audit function and its Independent Auditors.
Terms of Reference
The terms of reference of the Audit Committee are as under :
a) 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.
b) Recommending to the Board, the appointment, reappointment and, if required the replacement or removal of the statutory auditor and fixation of audit fees.
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
d) Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to –
(i) Matters required being included in the Directors’ Responsibility Statement to be included in the Board’s report in terms of section 134 of the Companies Act, 2013.
(ii) Changes, if any, in accounting policies and practices and reasons for the same.
(iii) Major accounting entries involving estimates based on the exercise of judgment by management.
(iv) Significant adjustments made in the financial statements arising out of audit findings.
(v) Compliance with listing and other legal requirements relating to financial statements.
(vi) Disclosure of any related party transactions.
(vii) Qualifications in the draft audit report.
e) Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
f) Reviewing with the management performance of statutory and internal auditors, adequacy of internal control systems.
g) Reviewing with the adequacy of internal audit function, reporting structure, coverage and frequency of internal audit.
h) Discussion with internal auditors any significant findings and follow-up thereon.
i) 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 system of a material nature and reporting the matter to the Board.
j) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any areas of concern.
k) To look into the reasons for substantial defaults in the payment to shareholders (in case of nonpayment of declared dividend) and creditors.
Authority and Responsibilities
The Audit Committee has power to investigate any activity within its terms of reference, call upon any of the Employees of the Company, to obtain outside legal or other professional advice as and when the same is being required and to secure attendance of outsiders with relevant expertise, if it considers necessary.
Following are the Role of Audit Committee –
1. 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.
2. 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.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements 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 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.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
6. 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
8. 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.
9. Discussion with internal auditors any significant findings and follow up there on.
10. 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.
11. 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.
12. 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.
13. To review the functioning of the Whistle Blower mechanism.
14. Approval of appointment of CFO (i.e., the Wholetime Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
15. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
In addition to the above, Audit Committee reviews the followings :
i Management discussion and analysis of financial condition and results of operations;
ii Statement of significant related party transactions submitted by management;
iii Management letters / letters of internal control weaknesses issued by the statutory auditors and qualification in draft audit report;
iv Internal audit reports relating to internal control weaknesses;
v To review the annual financial statements and to recommend their adoption to the Board,
with particular reference to disclosure of any related party transaction;
vi To review the Quarterly financial statements and recommend their adoption to the Board; and
vii The appointment, removal and terms of remuneration of the Chief internal auditor.
The members of Audit Committee met four times on 30th May, 14th August and 13th November in year 2013 and on 14th February in year 2014 during the financial year ended on 31st March 2014.
4. Investor Grievance Committee
The Board of IAG GLASS COMPANY LIMITED (Formerly known as IAG Company Limited) has constituted a Committee of Directors, which inter-alia also functions as “Shareholders/Investors” Grievance Committee, consisting of three members, chaired by a Non-Executive, Independent Director. The Committee meets once a two month and inter-alia, deals with various matter relating to :
- Transfer/transmission/transposition of shares;
- Consolidation/splitting of shares/folios;
- Issue of Share Certificates for lost, sub-divided, consolidated, rematerialize, defaced etc;
- Review of Shares dematerialized and all other related matters; and
- Investors’ grievances and redressal mechanism and recommend measures to improve the level of Investor Services.
The Share Department of the Company and the Registrar and Share Transfer Agent, CB Management Services Pvt. Ltd. attend to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges and Registrar of Companies etc.
The Minutes of Shareholders’/Grievances Committee are noted by the Board of Directors at the Board Meetings.
Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. Shareholders are requested to furnish their telephone numbers and email addresses to facilitate prompt action.
The Company has appointed Mr. N. Champati as a Compliance Officer within the meaning of Listing Agreement.
Details of Shareholders’ Complaints Received During the Year
During the year the Company did not receive any complaint from its Members and there were Nil Complaints at the end of Financial Year ending on 31st March 2014.
During the year, six meetings of the Committee of Directors were held on May 2, July 4, September 3, November 5 in year 2013 and on January 2, and March 5 in year 2014.
a) Due to Financial crisis and no person in the secretarial department it was not possible to comply with the requirements of the Stock Exchanges, SEBI and other authorities on all matters.
b) The Board has received disclosures from key managerial personals relating to material, financial and commercial transactions where they and/or their relatives are interested. Material significant related party transactions during the year 2013-2014 have been given in Note No.-35 of Notes to Accounts to the Annual Accounts for the year 2013-2014.
6. Means of Communication
During the period under review the quarterly results of the Company were not published.
Company’s Email ID :
7. General Shareholders Information
Annual General Meeting :
Date, Time & Venue : On 24th June, 2016 at 11:00 AM at 30 C.R. Avenue, Kolkata-700 012
Financial Year :
01-04-2013 to 31-03-2014
Book Closure Date:
From 18th June, 2016 to 24th June, 2016 Both days inclusive
Listing on Stock Exchanges :
1) The Calcutta Stock Exchange Association Ltd.
7, Lyons Range Kolkata - 700001
2) BSE Limited, Mumbai
Phiroze Jeejebhoy Towers Dalal Street, Mumbai - 400001
Stock Code : 502241
1) The National Securities Depository Ltd.
Trade World, 4th Floor Kamala Mills Compound Senapati Bapat Marg Lower Parel Mumbai - 400013
2) Central Depository Services (I) Ltd.
Phiroze Jeejebhoy Towers Dalal Street Mumbai - 400023
Share Transfer System :
Physical transfer is affected within due date through share transfer & Investor Grievance Committee.
Dematerialization of Shares & Liquidity :
As on 31st March, 2014, 80 % of Company’s shares are held in electronic form. Company’s ISIN is INE 831D01014.
Registrar and Share Transfer Agent :
CB Management Services (P) Ltd.
P-22, Bondel Road, Kolkata - 700 019
Tel No. : (033) 4011 6700 /4011 6715 Fax : (033) 4011 6739
Compliance Certificate from Auditors of the Company :
As required by clause 49 of the Listing Agreement, the Certificate from the Statutory Auditors is given as an appendix to the Report on Corporate Governance.
On Behalf of Board of Directors
DIN : 01420541
Registered Office : 3, Hungerford Street Kolkata-700017
Dated : 2nd March 2016