REPORT ON CORPORATE GOVERNANCE
(As required under Clause 49 of the Listing Agreement with the Stock Exchanges)
A. MANDATORY REQUIREMENTS
1.COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
•The Company's focus on Corporate Governance is to attain highest level of transparency and accountability.
•The Company sincerely believes that all its operations should serve towards its main object of attaining optimum level of financial stability thereby enhancing the shareholders' value, over a sustained period of time.
2.BOARD OF DIRECTORS
a) Composition and Category of Directors :
The Board consisting of four Non-Executive Directors, functions as a full Board and through Committees. The Board of Directors and its Committees meet at regular intervals. Policy formulation, setting up of goals and evaluation of performance and control functions vest with the Board, while the Committees oversee operational issues.
The Board has the following Committees :
1 Audit Committee.
2 Share Transfer Committee.
3 Stakeholders Relationship Committee.
4 Nomination and Remuneration Committee.
5 Committee of Independent Directors
All the Directors on the Board other than Independent Directors are liable to retire by rotation.
The Composition of the Board and Committees are in compliance with Clause 49 of the Listing Agreement. All the Independent Directors qualify the conditions for being independent directors as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. No Director is related to any other Director.
The Board has framed Code for Independent Directors as required under the Companies Act, 2013 at their meeting held on 7th August 2014. The Company has familiarisation programme for Independent Directors with regard to roles, rights, responsibilities in the company, nature of industry in which the Company operates, the business models of the company etc.
3. AUDIT COMMITTEE:
a) Composition and Meetings :
Four Audit Committee Meetings were held during the financial year on 26th May 2014, 7th August 2014, 12th November 2014 and 11th February 2015. The composition of the Audit Committee and the number of meetings attended during the financial year 2014 - 2015 are given below:
*ceased to be a member w.e.f. 01.10.2014 consequent to his resignation. The Company Secretary is also Secretary to the Audit Committee.
b) The terms of Reference of Audit Committee:
The role and terms of reference of the Audit Committee cover the areas mentioned under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.
4. NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to Section 178 of the Companies Act, 2013 and clause 49 of the Listing Agreement the existing Remuneration Committee was reconstituted as Nomination and Remuneration Committee on 26.05.2014. The chairman of the Nomination and Remuneration Committee is an Independent Director.
The role of Nomination and Remuneration Committee is to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal and shall evaluate the performance of every director. It shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees. It shall also carry out such other functions as may be required under the Companies Act, 2013 and Clause 49 of the Listing Agreement.
a) Composition & Meetings :
Three Nomination and Remuneration Committee Meetings were held during the financial year on 7th August 2014, 12th November 2014 and 11th February 2015. The composition of the Nomination and Remuneration Committee and the number of meetings attended during the financial year 20142015 are given below:
There are no stock options available/issued to any Director of the Company.
There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors during the year 2014-2015.
There are no convertible instruments issued to any of the Non-Executive Directors of the Company during the year 2014-2015.
Sitting fees for attending Board/Committee Meetings is paid to non-executive Directors. No remuneration other than sitting fees is paid to Non-Executive Directors.
5. Independent directors:
During the financial year 2014 - 15, Independent directors met once on 06.03.2015, inter alia, to:
a.Appraise the performance of Non Independent Directors and the Board as a whole;
b.Appraise the performance of the chairman of the company taking into account the views of the non executive directors; and
c.Assess the quality, quantity content and timelines of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.
6 SHARE TRANSFER COMMITTEE: a) Composition and Meetings:
All shares received for physical transfers and transmissions were registered in favour of transferees/ claimants and certificates despatched within reasonable time from the date of receipt, provided the documents received were in order.
During the year 2014-2015, 1200 Equity Shares were transferred and Transmissions involving 3700 shares were effected in physical mode in favour of transferees/claimants and relative share certificates were despatched within reasonable time from the date of receipt.
During the financial year 2014-2015, the Committee met 9 times on 04.04.2014, 09.05.2014, 05.06.2014, 15.07.2014, 26.09.2014, 12.11.2014, 26.12.2014, 11.02.2015 and 13.03.2015. The composition and attendance at the meeting are given below :
b) STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to Section 178 of the Companies Act, 2013 the Shareholders' / Investors' Grievance Committee was reconstituted as Stakeholders Relationship Committee on 26.05.2014 to resolve the grievances of security holders of the company.
During the financial year 2014-2015, the Stakeholders Relationship Committee met on 7th August, 2014 to review the Investors' grievances. The composition and attendance at the Committee meeting is given below:
During the year 2014-2015, no investor complaints were received from shareholders. There was no outstanding complaint either at the beginning or at the end of the financial year 2014-2015.
b) Postal Ballot :
No item of business relating to matters specified under Clause 49 of the Listing Agreement with the Stock Exchanges and/or the provisions contained in Section 110 of the Companies Act, 2013, requiring voting by postal ballot is included in the Notice convening the 29th Annual General Meeting of the Company.
7 DISCLOSURES :
a)There are no significant related party transactions during the year of material nature with the Company's Promoters, Directors or the Management or their Subsidiaries or relatives etc., which may have potential conflict with the interest of the Company at large. Related party transactions are disclosed in Notes to the Annual Accounts forming part of this annual report.
In accordance with Clause 49(VIII) (A) (2) of the Listing Agreement, the Company has formulated a Policy on Related Party Transactions' and the same is available on the website of the Company.
b)As per Clause 49(IX) of the Listing Agreement, Mr.K.Suresh, President of the Company, designated as Chief Executive officer (CEO) and also heading the finance function and discharging that function
in his capacity as "Chief Financial Officer" (CFO), has certified to the Board on his review of Financial Statements and Cash Flow Statements for the year ended 31st March 2015 in the form prescribed by Clause 49 of the Listing Agreement which is annexed.
c)There are no instances of non-compliance by the Company on any matters related to the capital markets, nor have any penalties/strictures been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter relating to capital markets during the last three years.
d)The Company in compliance with Section 177(9) of the Companies Act, 2013 read with Rules framed thereunder and revised clause 49(II) (F) of the Listing Agreement, has established a vigil mechanism for directors and employees to report genuine concerns. The mechanism provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases.
e)The Company has complied with all Mandatory requirements of the Clause 49 of the listing agreement. Details of information on re-appointment of directors:
A brief resume, nature of expertise in specific functional areas, number of equity shares held in the Company by the Director or for other person on a beneficial basis, names of companies in which the person already holds directorship, membership of committees of the Board and relationship with other directors, forms part of the Notice convening the 29th Annual General Meeting.
f)ICCL Code of Conduct for prevention of Insider Trading :
The Company has adopted and implemented an ICCL Code of Conduct for Prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended. The code prohibits purchase/sale of securities of the Company by 'insider' including Directors, Designated employees etc., while in possession of unpublished price sensitive information.
g)ICCL Code of Conduct for Directors and Senior Management :
The Company has framed and implemented ICCL Code of Conduct for its Directors and Senior Management. The code of conduct has also been posted on the Company's website "www.iccaps. com". Affirmation on compliance of Code of Conduct for the financial year 2014-2015 has been received from all the Directors and Senior Management personnel of the Company. The Company has also framed and implemented ICCL Code of Conduct for its Independent Directors.
h)Transfer to Investor Education and Protection Fund:
The company has transferred a sum of Rs. 0.03 Lakh during the financial year to Investor Education and Protection Fund established by the Central Government. The said amount represents interest on fixed deposits which remained unclaimed with the Company for a period of 7 years from their respective due dates of payment.
i) Unclaimed Shares :
The Company does not have any share(s) remaining unclaimed, issued pursuant to public/ other issues. j) Subsidiary Company :
In accordance with Clause 49V(D) of the Listing Agreement the Company has formulated a policy for determining 'material subsidiary and the same is available on the company's website. The Company has a 'material non-listed Indian Subsidiary as defined in Clause 49(v) of the Listing Agreement.
8 MEANS OF COMMUNICATION :
a) The quarterly results are published in the proforma prescribed by the Stock Exchanges, in one of the English and regional language newspapers. As the Company publishes the audited annual results within the stipulated period of sixty days from the close of the financial year as required by the Listing Agreement with Stock Exchanges, the unaudited results for the last quarter of the financial year are not published.
b)The annual financial results of the Company are also communicated in the prescribed pro-forma to Stock Exchanges and also published in the newspapers.
c)The financial results are displayed on the Company's web site www.iccaps.com
GENERAL INFORMATION FOR SHAREHOLDERS :
29th Annual General Meeting:
- Date and Time : 23rd September 2015 at 3.00 P.M.
- Venue : Sathguru Gnanananda Hall, Narada Gana Sabha, No.314, T.T.K.Road, Alwarpet, Chennai _ 600 018.
ii. Financial Calendar (tentative):
-Results for the quarter ending June 30, 2015. : 14th August, 2015.
-Results for the quarter ending September 30, 2015. : 14th November, 2015
-Results for the quarter ending December 31, 2015 : 14th February, 2016
-Results for quarter ending March 31, 2016 (audited) : 30th May, 2016
iii. Book Closure Date : 16.09.2015 to 23.09.2015 (both days inclusive).
iv. Dividend Payment Date : Not Applicable
v. Listing on Stock Exchanges :
a The CompanyEs Equity Shares are listed on the following Stock Exchanges:
i) BSE Limited,1st Floor, New Trading Ring, Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai _ 400 001.[Scrip Code = 511355 Scrip ID : INDCEMCAP].
ii) Ahmedabad Stock Exchange Limited - Kamadhenu Complex, Ist Floor, Opp.Sahajanand College, Panjarapole, Ahmedabad _ 380 015. [Scrip Code = 05120 Code : INDIACEMEN].
b CompanyEs equity shares are traded in T Group in BSE Limited.
c The Company has paid the Listing Fee for the year 2015-2016 to BSE Limited where the CompanyEs shares are listed.
vi. Demat ISIN Number in NSDL & CDSL : INE429D01017
viii. Registrar and Transfer Agent [RTA]:
The Company has engaged the services of Cameo Corporate Services Limited (Cameo), Chennai, a SEBI registered Registrar, as its Registrar and Transfer Agent [RTA] for both physical and electronic segment and can be contacted by the investors/shareholders/depository participants at the following address :
CAMEO CORPORATE SERVICES LIMITED V Floor, "Subramanian Building", No.1, Club House Road Chennai - 600 002 Phone : 044 - 28460390 (5 lines) Fax :044 – 28460129 E-Mail : firstname.lastname@example.org Contact Person : Ms. K.Sreepriya Designation : Head - Registry
ix. Share Transfer and Dematerialisation of shares:
Shares lodged in physical form with the Company/RTA are processed and returned, duly transferred, within reasonable time from the date of receipt, if the documents submitted are in order. In case of shares in electronic form, the transfers are processed by NSDL/CDSL through the respective Depository Participants.
xi. Dematerialisation of Equity Shares :
As on 31st March, 2015, 92.06% of equity shares have been dematerialised.
During the year, 26 demat requests involving 5775 shares of NSDL and 9 demat requests for 1870 shares of CDSL have been processed and dematerialised. 6 remat requests involving 208 shares of NSDL have been processed and rematerialised.
xii Outstanding GDRs/ADRs/Warrants or any other convertible Debenture, Conversion date and likely impact on equity shares as on 31st March, 2015: N.A
xiii. Address for Correspondence:
Registered Office : Dhun Building, 827, Anna Salai, Chennai _ 600 002. Email Id email@example.com website www.iccaps.com
Corporate Identity Number (CIN) L65191TN1985PLC012362
Investor complaints under Clause 47(f)of the Listing Agreement
Contact person Smt. E.Jayashree
Email Id firstname.lastname@example.org