Report On Corporate Governance
REPORT & OVERVIEW
1. Company's philosophy on Code of Governance
Corporate Governance refers to, but not limited to, a set of laws, regulations and good practices and systems that enable an organization to perform efficiently and ethically to generate long.term wealth and create value for all its stakeholders. The Board and Management of your Company believe that operating to the highest level of transparency and integrity in everything we do is integral to the culture of our Company. We ensure that all our activities are for the mutual benefit of the Company and all our stakeholders, our customers, our regulators, our employees, our shareholders and the communities in India of which we are an integral part and are privileged to serve. The Board and management of your Company are committed to the highest standards of accountability, transparency, social responsiveness, operational efficiency and good ethics.
Adherence to transparency, accountability, fairness and ethical standard are integral part of the Company's function. The Company is committed to sound Corporate Governance practices and compliance with all applicable laws and regulations. The Board believes that combining the highest levels of ethical principles with our unmatched brand name, experience and expertise, will ensure that we continue to be the leading Company in Building India.
The Company aims to increase and sustain its corporate value through growth and innovation.
2. Code of Ethics
The Board of directors has approved and implemented a Code of Conduct and Ethics for the Board of Directors and Senior Management and the same has been posted on the website of the Company. The confirmation from the Managing Director regarding compliance with the code by all the Directors and senior management.
The Company has instituted a comprehensive code of conduct for prevention of insider trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992.
3. Board of Directors
Your Company has a broad based Board of Directors, constituted in compliance with the Companies Act 2013, Listing Agreement with the stock exchange(s) and in accordance with best practices in corporate Governance. The Board comprises 7 Directors. 2 Executive Directors and 5 Nonexecutive Directors including 4 Independent Directors.
Sh. Kunal Yadav, Managing Director, is the Chairman of the Board. The Committees have oversight of operational issues assigned to them by them by the Board.
The Board met Fifteen (15) times in the year ended 31st March 2015 viz. on 7th May 2014, 30th May 2014, 11th July 2014, 4th August
2014, 14th August 2014, 22nd August 2014, 15th October 2014, 14th November 2014, 29th December 2014, 1st January 2015,12th February 2015, 13th February 2015, 14th February 2015, 12th March 2015, 25th March 2015 The maximum interval between any two meetings did not exceed 120 days. The name of the members of the Board, their status, their attendance at the Board Meeting and the last Annual General Meeting (AGM), number of the other Directorship and Committee membership/Chairmanship of each Director are as under:
4. Audit & Compliance Committee Terms of Reference
The Audit Committee acts as the link between the Statutory and the Internal Auditors and the Board of Directors. The present terms of reference of the Audit Committee includes the powers as laid out in
Clause 49(III)(C) and role as stipulated in Clause 49(III)(D) of the Listing Agreement with the Stock Exchanges. The Audit Committee also reviews information as per the requirement of Clause 49(III)(E) of the Listing Agreement. The Audit Committee monitors and provides re. assurance to the Board on the existence of an effective internal control environment by supervising the financial reporting process, timely and proper disclosures and transparency, integrity and quality of financial reporting.
The composition of the Audit Committee is in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Audit & Compliance Committee comprises of Four Directors, out of which three are Independent Directors. The Committee is chaired by Sh. Prakash Chandra Gupta, Independent Director. Four meetings were held during the financial Year ended March 31, 2015. The Composition and attendance details are given below:
Name of the members No. of meetings attended
Sh. Prakash Chandra Gupta 4
Sh. Pawan Dewan 4
Sh. Sheoraj Singh Ahlawat 4
Sh. Kunal Yadav 4
5. Nomination and Remuneration Committee Terms of Reference
The Nomination and Remuneration Committee identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the board their appointment and removal and carry out evaluation of every director's performance. The Nomination and Remuneration Committee formulated the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to 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.
The Board Remuneration Committee comprises of three members. All the members of the Nomination and Remuneration Committee are nonexecutive and Independent Directors. The composition and attendance details of the remuneration committee are as follows:
The Remuneration Policy is designed to attract, motivate and retain talented employees in a competitive market. The purpose of the
remuneration policy are to motivate employees to excel in their performance, recognise their contribution, retain talent in the organisation, reward merits and protect organisational stability & flexibility and create sustainable long term value for the shareholders. Therefore, the Company formulated the Remuneration Policy with the following objectives:
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 Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
iii Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
The Company pays remuneration by way of salary, perquisites, allowances, retiral benefits that are fixed and a variable component which is linked directly to Company and individual performance which is measured through a comprehensive annual appraisal process.
6. Stakeholders Relationship Committee
The Stakeholders Relationship Committee considers and resolves the grievances of security holders of the Company. The Stakeholders Relationship Committee shall also oversee the redressal of shareholders' and investors' grievances in relation to the transfer of shares, non.receipt of annual report, non.receipt of dividend, among others. During the year ended 31st March, 2015, two Stakeholders Relationship Committee meetings were held on 7th August, 2014 and 6th February, 2015. The composition and attendance of the members of the Stakeholders Relationship Committee are as follows:
The Company has its in House Share Transfer department, at Regd. Office of the company, G. T. Road, Mukerian. M/s MCS Ltd., New Delhi is acting as Registrar for Electronic connectivity with NSDL & CDSL for the dematerialization of its shares. The Committee inter.alia, oversees and reviews all matters connected with transfer of shares, approve issue of duplicate and split of share certificates, redressal of shareholders'/ investors' complaints/grievances including transfer of shares, non.receipt of annual report and dividend etc. The Committee also reviews performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of investor services. With a view to expedite the process of share transfer/transmission etc., on fast track basis, the Board has empowered the Company Secretary for approving share transfer, transmission etc.
Separate meeting of Independent Directors'
During the year ended 31st March, 2015, the Independent Directors met on 6th February, 2015, inter alia, to review performance of non. independent Directors & the Board as a whole, to review performance of the Chairman of the Company and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.
Mr. Manish Kumar Dixit, Company Secretary is the Compliance Officer of the Company.
During the Financial Year ended March 31, 2015:
a) There was no materially significant related party transactions with the Directors that have a potential conflict with the interests of the Company.
b) The Company has followed the prescribed guidelines of Accounting Standards in preparation of its financial statements.
c) The related party transactions have been disclosed in the notes to accounts forming part of the annual financial statements.
d) There were no instances of non.compliance by Company, penalties, strictures imposed by Stock Exchange and SEBI on any matter related to capital markets, since the incorporation of the Company.
e) The Company has laid down a Code of Conduct for all Board Members and Senior Executives of the Company. The Code of Conduct is available on the Company's website www.isgec.com . The Managing Director has given a declaration that all the Directors and concerned Executives have affirmed compliance with the Code of Conduct.
f) Whistle Blower Policy framed by the Company to deal with unethical behavior, victimisation, fraud and other grievances or concerns, if any, is available on Company's website. During the financial year 2014.15 no person has been denied access to the committee.
g) The company has adhered to all the mandatory requirements of Corporate Governance norms as prescribed by the clause 49 of on the Listing Agreement to the extent applicable to the Company.
8. Means of Communication
Quarterly Results are communicated through newspaper advertisement.
The results are generally published in the The Financial Express (English), Jansatta (Hindi)
10. General Shareholders Information
Day, Date, Time and Venue of the Annual General Meeting
Wednesday, September 30, 2015, 11:00 A.M., Regd.Off. & work at Mukerian
April 1, 2014 to March 31, 2015
Date of Book Closure
Sept. 24, 2015 to Sept. 30, 2015 (Both days inclusive)
Dividend Payment Date
Listing on Stock Exchanges
1.Bombay Stock Exchange Limited
2.Calcutta Stock Exchange Asso.Ltd*
* The Delisting Application made by the Company is pending with these Stock Exchanges.
Listing fee to BSE has been paid till 31st March, 2015.
e) Dematerialization of Equity Shares and Liquidity
The Company shares are currently traded only in dematerialized forms. To facilitate trading in dematerialized form, there are two depositories i.e. NSDL & CDSL. The Company has entered into tripartite agreements with both these depositories. The shareholders can open account with any of Depository Participants registered with any of these depositories. None of the company's share is under lock in period for any purpose.
f) Plant Location (Manufacturing Unit)
G.T. Road, Mukerian Distt. Hoshiarpur (Pb.)-144211
Item / Products White Crystal Sugar
By products Molasses and Bagasse
g) Address for Correspondence:
For matters related to Shares/Queries/Demat/Transfer/Transmission request:
Regd. Office & Works : Indian Sucrose Limited,
G.T. Road, Mukerian Distt. Hoshiarpur (Pb.) - 144211 Ph. No. 01883-249002-5 Fax.-244532
Email: - email@example.com