Report on Corporate Governance
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
1) Company's philosophy on code of Governance
The Company's philosophy on Corporate Governance envisages attainment of the highest levels of transparency, empowerment, accountability, motivation in all operations and all interactions with its shareholders, investors, lenders, employees and customers.
The Company believes that all its operations and actions must serve the underlying goal of enhancing overall stakeholders value, over a sustained period of time.
2) Board of Directors
A) Composition of the Board of Directors as at 31st March, 2016 is as follows:
The Board of Directors of the Company have an optimum combination of Executive, Non-Executive and Independent Directors who have an in-depth knowledge of business, in addition to the expertise in their areas of specialization. The Board of the Company comprises often Directors that includes one Woman Director.
No Director is a member of more than ten Committees or Chairman of more than five Committees across all companies in which they are Directors.
No Director is related to any other Director on the Board except Mr. Bijon Nag and Mr. Bikram Nag in terms of the definition of "Relative" given under the Companies Act, 2013.
C) Board Meetings held in the financial year 2015-2016
The Board meets at least once in a quarter in order to consider amongst other business, the quarterly performance of the Company and its financial results. The gap between any two meetings does not exceed 4 months.
During the year under review six meetings were held on following dates:
30th May 2015, 29th July 2015, 23rd September 2015, 31st October 2015, 30th January 2016 and 29th March 2016.
3) Audit Committee Terms of Reference:
The Audit Committee reviews the Audit Reports submitted by the Internal Auditors, Statutory Auditors, financial results, effectiveness of internal audit process and the Company's risk management strategy and to establish the vigil mechanism. It reviews the Company's established systems and the Committee is governed by provisions of the Companies Act, 2013 and Listing Agreement with Stock Exchanges and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review four meetings were held of the members of the Committee which are as follows:
30th May 2015, 29th July 2015, 31th October 2015 and 30th January 2016. The Company Secretary acted as the 'Secretary' to the Audit Committee.
4) Nomination and Remuneration Committee Terms of reference:
This Committee identifies the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also carries out evaluation of each director's performance. The Committee also formulate the criteria for determining qualifications, positive attributes, independence of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
During the year under review three meetings were held on the following dates:
30th May 2015, 23rd September 2015 and 29th March 2016.
Nomination and Remuneration Policy:
The Nomination and Remuneration policy may be referred to at the Company's official website at the weblink : <http://www.ifbagro.in/pdf/Nomination-and-remuneration-policy.pdf>2019.
• Mr. Arup Kumar Banerjee was appointed as Managing Director for a period of three years w.e.f 30th July 2014 till 29* July, 2017. Further during the year the Board of Directors at their meeting held on 23rd September, 2015 elevated Mr. Arup Kumar Banerjee as Vice Chairman and Managing Director.
• Mr. Indranil Goho was appointed as the Joint Managing Director by the Board of Directors at its meeting held on 23rd September, 2015 subject to the approval of the members at the ensuing Annual General Meeting.
• No severance fee is payable and no stock option has been given.
• Other than sitting fees, there is no other pecuniary relationship or transactions with any of the Non Executive Directors.
5) Stakeholder's Relationship Committee: Terms of reference:
The Committee focuses primarily on monitoring expeditious redressal of investors /stakeholders grievances and also function in an efficient manner that all issues /concerns stakeholders are addressed / resolved promptly.
In view of compulsory trading of shares in dematerialized form and consequent lowering of volume of physical transfers there were very few complaints which were sufficiently addressed to at the level of the Compliance Officer and CB Management Services (P) Ltd., the Registrar & TransferAgent of the Company for shares both in physical and demat modes.
During the year under review two meetings were held on the following dates:
31st October, 2015 and 29* March, 2016.
No. of shareholders complaints received so far - 2
No. of complaints not solved to the satisfaction of shareholders - Nil }
No. of pending complaints - Nil
Name, Designation & Address of the Compliance Officer:
Mr. Ritesh Agarwal, Company Secretary
IFB Agro Industries Limited
Plot No- IND 5, Sector-1,
East Kolkata Township, Kolkata-700 107
Tel: (033) 39849524 • Fax: (033) 24421003 E-Mail: email@example.com
a. Disclosure on materially significant related party transactions that may have potential conflict with the interests of the Company at large.
None of the transactions with any of the related parties were in conflict with interests of the Company. Transactions with the related parties are disclosed in Note No. 35 "Notes to Financial Statements" annexed to the Financial Statements for the year.
The Board has adopted a policy for related party transactions which has been uploaded on the Company's website of the following link <http://www.ifbagro.in/pdf/Policy-on-Related-Party-Transactions.pdf>.
b. Details of non-compliance by the Company, penalties, and strictures imposed on the Company by the Stock Exchanges, SEBI or any statutory authorities on any matter related to capital markets during the last 3 years: None.
c. The financial statements for the year 2015-16 have been prepared in accordance with the applicable accounting standards prescribed by the Institute of Chartered Accountants ofIndia and there are no deviations.
d. The Board has noted and reviewed the Compliance Reports of all laws applicable to the Company, which were placed before each of its meeting held during the year 2015-2016.
e. The Company has adopted Whistle Blower/Vigil Mechanism Policy for Directors and employees which has been placed in the website of the Company at www.ifbagro.in . No personnel has been denied access to the Audit Committee.
f. The Company has periodically reviewed and reporting to the Board of Directors ofrisk assessment by senior executives with a view to minimise risk.
g. Reconciliation of Share Capital Audit
A Qualified Practicing Company Secretary carried out a Share Capital Audit during the financial year 2015-16 on quarterly basis to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total Paid up Share Capital is in agreement with the total No. of Shares in physical form and the total number of Dematerialized shares held with NSDL and CDSL.
h. Separate Meeting of the Independent Directors
As per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors are required to hold at least one meeting in a year. Accordingly, a meeting had been held on 29th March, 2016.
i. Code of Conduct for Board members and Senior Management
The Board of Directors has laid down the 'Code of Conduct' for all the Board members and members of the Senior Management of the Company. All the Board members and Senior Management Personnel have affirmed compliance with the code of conduct. The Code is available on the Company's Official website under the weblink: <http://www.ifbagro.in/code->conduct.php
j. Familiarisation Programme for Independent Director
To provide insights into the Company to enable the Independent Directors to understand the Company's business in depth the Company through its Managing Director / Executive Director / Key Managerial Personnel conducts programmes / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. The programmes/presentations also familiarises the Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business operates, business model of the Company etc. through various programmes.
The familiarisation programme is available on the Company's official website of the following link <http://www.ifbagro.in/pdf/Familarisation-programme2015-16.pdf>
k. The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This Corporate Governance Report of the Company for the financial year 2015-2016 as on 31st March, 2016 are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.
7) Means of communication:
The quarterly and half yearly results of the Company are forthwith communicated to the Stock Exchanges with whom the Company has listing agreements as soon as the results are approved and taken on record by the Board of Directors of the Company. Further, the results are generally published in leading newspapers such as Business Standard (English) and Aajkal (Bengali). No presentation was made to the institutional investors/analysts during the year 2015-2016.
The quarterly, half-yearly and annual financial results and Official News releases are posted in respective Stock Exchange websites and also on the website of the Company.
8) General Shareholder information:
i) 34th AGM date, time and venue
: 22nd day of July, 2016, At 12.30 PM Club Ecovista, Ecospace Business Park, Premises No. 2F/11, Action Area II, Rajarhat, New Town, Kolkata 700156.
ii) Financial year :
1st April, 2015 to 31st March, 2016.
iii) Book closure date :
16th July, 2016 to 22nd July, 2016 (both days inclusive)
iv) Dividend Payment date :
v) Listing on Stock Exchanges
a) Bombay Stock Exchange Limited
b) National Stock Exchange of India Limited
vi) Stock Code:
NSE : IFB Agro EQ
NSDL & CDSL : ISIN No. INE 076C01018
vii) Registrar & Share Transfer Agent :
CB Management Services (P) Ltd.
P-22, Bondel Road, Kolkata - 700 019
Tel : (033) 4011 6700/2280 6692/2282 3643/2287 0263 Fax : (033) 4011 6739
E-mail : firstname.lastname@example.org Website :www.cbmsl.com
viii) Share Transfer System
M/s CB Management Services (P) Ltd. of P-22, Bondel Road, Kolkata - 700 019, a SEBI registered Registrar is the Registrar of the Company both in physical and dematerialised segment.
Since the Company's shares can be traded only in demat mode, shareholders would be required to send their physical shares certificates, Demat Request Forms (DRF) etc. directly to the Share Transfer Agent, CB Management Services (P) Ltd. Shareholders would also have to ensure that their respective Depository Participant do not delay in sending the DRF and physical share certificates to the aforesaid Share Transfer Agents so that no Demand requests from any shareholder remains pending with the Share TransferAgent beyond a period of 30 days.
ix) Dematerialization of shares:
As on 31st March 2016, 94.6% of the Company's total shares representing 8861440 shares were held in dematerialised form and the balance 5.4% representing 505671 shares were held in physical form.
x) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely likely impact on equity:
The Company has not issued any Convertible instruments, conversion any GDRs / ADRs/Warrants or date and likely impact on equity any convertible instruments.
xi) Commodity price risk/foreign exchange risk and hedging activities.
The Company is exposed to the foreign exchange risk for ECB Loan, import of Capital Goods and export of finished goods and engages in foreign currency hedging with banks by way of currency forward contracts in order to protect its foreign currency exposure from exchange fluctuations in terms of the foreign exchange risk management policy of the Company.
xii) Plant Locations :
A. Owned Plant Locations
Noorpur, P.S. Diamond Harbour, South 24-Parganas, West Bengal - 743 386
IMIL Bottling plant
1) Panagarh, Dist. Burdwan, West Bengal - 713 148
2) Dankuni, Dist. Hooghly, West Bengal - 712 306
Marine Product Processing plant
IFB Agro Industries Limited, Plot No.IND-5, Sector-1 East Kolkata Township, Kolkata - 700 107
B. Tie-up Plant Locations
IMIL Bottling Plant
1) Prasanta Kumar Dutta, Kandi, Murshidabad, West Bengal - 742137
2) Singh Fisher N, Purulia, West Bengal - 723102
Marine Product Processing plant
Neeli Aqua Pvt Ltd., Ongole, Andhra Pradesh -523212
xiii) Address for correspondence :
IFB Agro Industries Limited
CIN : L01409WB1982PLC034590
Plot No.IND-5, Sector-1 East Kolkata Township Kolkata - 700 107
Tel. : (033) 3984 9675 Fax : (033) 2442 1003
E-mail: email@example.com Website : www.ifbagro.in
9. Requirement under PART E of Schedule II
i) Audit Opinion
The Company has moved toward a regime of Financial Statement with unmodified Audit Opinion.
ii) Separate Posts of Chairman and Managing Director
Mr. Bijon Nag is the Chairman of the Company and Mr. Arup Kumar Banerjee is the Vice Chairman and Managing Director of the Company. The Company has complied with the requirement of having separate persons to the Post of Chairman and Managing Director.
iii) Reporting of Internal Auditor
The Company's Internal Auditor reports directly to the Audit Committee.
On behalf of the Board
Bikram Nag Arup Joint Executive Chairman
Kumar Banerjee Vice Chairman and Managing Director
Kolkata, 14th May, 2016