REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY
Your Company strives to conduct business with sound Corporate Governance practices. The management and employees of the company constantly endeavor to improve the value of good business practices in achieving higher standards of corporate governance.
The report covers the corporate governance aspects in your company relating to the period ended 31 March 2015.
2. BOARD OF DIRECTORS
1. Composition and membership in other Boards.
As on 31 March 2015, the Board of Directors of the Company comprised of 4 Directors. All information as required under Annexure 1A to Clause 49 are being made available to the Board.
No Director of the Company is a Chairman of more than five Board-Committees or a Member of more than ten Board-Committees as stipulated under the Corporate Governance Code.
Number of other Directorships held and Board-Committee Memberships of the Company's Directors, as 31 March 2015 are given below:
Committees of Board of Directors
The Board has constituted various Committees to discuss, deal with the matters in detail and to monitor the activities falling within the terms of reference and discharge the roles and responsibilities as prescribed under Listing Agreement and/or the Companies Act, 2013, from time to time.
3. AUDIT COMMITTEE
Terms of reference
The role of the Audit Committee shall include the following:
1. Oversee the Company's financial reporting process and review its financial statements.
2. In addition to the normal overall review of the financial performance, Audit Committee will also recommend the quarterly results, appointment of auditors, recommendation of dividend, application of Accounting Standards, discussion on financial audit reports, etc.
3. Recommend the appointment, re-appointment and if required, the replacement or removal of the statutory auditors and fixation of their fees.
4. Review of internal control and internal audit system.
The Audit Committee met 6 times during the period ended 31.03.2015 viz., on October 04 2013, January 30 2014, May 28 2014, August 08 2014, November 12 2014, November 14 2014(adjourned meeting) & February 6 2015.
NOMINATION & REMUNERATION COMMITTEE
Terms of reference and composition
The Remuneration Committee of the Company was renamed as Nomination & Remuneration Committee in the Board Meeting of the Company held on 12 November 2014 in compliance with Companies Act 2013, and clause 49 of the Listing Agreement. The Remuneration committee shall recommend to the Board on Nomination and appointment of Directors & Key Managerial Personnel of the company and matters relating to fixation and payment of remuneration to them.
The Remuneration Policy is applicable to the employees of the Company, including Executives, Non-Executives and Board of Directors of the Company. The Policy is primarily focused on the employees of the Company other than Directors and Senior Executives to provide a competitive attractive remuneration to retain, protect and develop competent personnel the pay package shall be based on the rolls and reponsibilities. The Pay Package shall comply with general industrial practices and shall reflect the cost of living and also should take into account ability of the Company to sustain and pay such packages.
Executive Pay Package
Since the Company was referred to BIFR, no sitting fee was paid to any of the Directors during the period.
Deviations wherever necessary from the approved policy, can be made for individual cases and later ratified by the Board.
Other General Issues
Notice pay, Gratuity, etc., will be as per the various statutory regulations/ Company's approved policy from time to time.
The Nomination and Remuneration Committee of the Board will meet from time to time, discuss, review and approve the pay packages suggested by the executives of the Company for implementation. The pay packages of the Whole-time Director, other members of the Board and the Key Managerial Personnel would be fixed by the Nomination and Remuneration Committee and recommend to the Board for implementation.
The Policy permits publication of the gross pay of the Executives and key Managerial Personnel, as statutorily required in the Company's Annual Report.
The Company's Remuneration Policy has been uploaded in the Web Site of the Company
Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the directors, the subsidiaries or relatives, etc. that may have potential conflict with interest of the Company at large:-
a) There are no transactions with the related party viz. Promoters, Directors or the Management, their subsidiaries or relatives that may have potential conflict with the interest of the Company at large.
b) There are no pecuniary relationships or transactions with the Non-executive Directors of the Company.
c) The Company has complied with various rules and regulations prescribed by stock exchanges, SEBI or any other statutory authority relating to capital markets and no penalties or strictures have been imposed by them on the Company.
d) There is a qualified opinion in the auditor's report and the same is addressed in the Board report.
e) Management discussion analysis report forms part of the Director's Report
Whistle Blower Policy
The Company's paid up capital is less than Rs. 10 Crore and networth is less than X 25 Crore and hence adoption of Whistle Blower Policy is not mandatory,
8. COMMUNICATION WITH SHAREHOLDERS
As stipulated under Clause 41 of the Listing Agreement, the quarterly results are intimated to the Bombay Stock Exchange Ltd (BSE) and the same will be displayed in the BSE website. The results will also be displayed in the website of the company viz. www.indiaradiators.com The information stipulated in Clause 54 of the Listing Agreement will be made available in the website of the company.
9. CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct for all Board Members and Senior Management of the Company who have affirmed compliance with the Code of Conduct. A declaration signed by the Whole-time Director to this effect is enclosed at the end of this Report.
10. INSIDER TRADING
Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has prescribed a Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices.'
11. SECRETARIAL AUDIT
A secretarial audit was carried out by a qualified Practising Company Secretary for reconciling the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The audit confirms that the total issued/paid up capital is in agreement with the total number of shares held in physical form and the total number of dematerialised shares held with NSDL and CDSL.
Secretarial Audit was conducted by Mr. R. Kannan, Practising Company Secretary for the period ended 31 March 2015. Secretarial Audit Report forms part of the Annual Report.
12. GENERAL SHAREHOLDERS INFORMATION
a) Ensuing AGM
Date: 23 September 2015 Time: 10.00 AM
Venue: ICSA Programme, Centre, Jivana Jyothi Building,No.107, Pantheon Road, Egmore, Chennai -600008 20 India Radiators Limited
b) Financial Calendar for 2015-16 (Tentative)
The financial year of the Company is April to March of every year and the tentative financial calendar for publication of quarterly/annual results is as under
1. 1st quarter ending 30 June 2015 : Before 14 August, 2015
2. 2nd quarter ending 30 September 2015 : Before 14 November, 2015
3. 3rd quarter ending 31 December 2015 : Before 14 February, 2016
4. Last quarters year ending 31 March 2016 : Before 30 May, 2016
c) Book Closure Date: 17 September 2015 to 23 September 2015
d) Dividend Payment Date: Not Applicable
e) Registrar and Share Transfer Agents (RTA)
The Company has appointed M/s. Cameo Corporate Services Limited, as its Registrar and Share Transfer Agent both for electronic and physical transactions of the shares. The shareholders are therefore requested to send all documents, correspondences, queries, intimations on any matters relating to transfer/transmission/demat/remat of shares, issue of duplicate share certificates, change of address etc., to the following address. M/s.Cameo Corporate Services Limited Unit: India Radiators Limited
No.:1, Club House Road,"Subramanian Building", 5 Floor Chennai - 600 002 Tel: 044-28460390 Fax: 044-28460129 e-mail: cameoocameoindia.com
The Compliance Officer of the Company is appointed for redressal of investors'grievances. The shareholders may correspond to csiaindiaradiators.com for redressal of grievances if any.
f) Share Transfer & Depository System
The physical share transfers, transmissions, transpositions etc., are processed on number of requests received and the documents duly completed in all respects are registered within the time limit as specified by the listing agreement.
g) Listing of Equity Shares on Stock Exchanges
The equity shares of the Company got listed with BSE Limited but the same is suspended from trading since the year 2000. Stock Code: indradia
h) Market / Share Price Data
The Company's Shares were suspended from trading and hence no data relating to market price is available,
(i) Distribution of shareholding as on 31 March 2015:
i) Dematerialisation of Equity Shares
As on 31 March 2015 the company is not registered with CDSIV NSDL for dematerializing the shares,
j) Registered Office
The Registered office of the Company is located at 36-40, Armenian street, Chennai- 600 001.
k) Communication through electronic mode
As per the earlier circular issued by the Ministry of Corporate Affairs, all the companies have been allowed / permitted to send its annual report comprising of Notice, Directors' Report, Auditors' Report, Balance Sheet, Profit & Loss account etc. by email to its members after giving an advance opportunity to register their Email address with the Company or with the concerned depository. In order to implement the above practice, the shareholders are hereby requested to register your email ID with the Company/RTA by submitting EARF (Email Address Registration Form), a copy of which is available with the RTA/Company.
I) Nomination of physical shares
Members holding shares in physical form are encouraged to nominate a person to whom the shares in the Company shall vest in the event of death. Nomination forms will be sent to the Members on request.
m) CEO and CFO Certification
As required by Clause 49 (V) of the Listing Agreement, certificate from WTD and CFO was submitted to the Board.
n) Certificate on Corporate Governance
The Company has obtained a certificate from a Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of ttie listing agreement and the same has been annexed at the end of this report