REPORT - CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) the report containing the details of corporate governance system and its process at Indo National Limited (INL) is as follows:
Your company is in full compliance of the Corporate Governance principles enunciated in clause 49 of the Listing Agreement, in terms of structure, composition of Board and its committees and other disclosure requirements. The Company is regular in complying with the mandatory requirements of the Corporate Governance Code.
1) COMPANY'S PHILOSOPHY
Indo National Ltd. has always believed that Good corporate Governance is more a way of business life than a mere legal compulsion. Corporate Governance enhances the trust and confidence of all the stakeholders. Good practice in corporate behaviour helps to enhance and maintain public trust in companies and stock market. It is the application of best management practices, compliances of law in true letter and spirit and adherence to ethical standards for effective management discharge of social responsibilities for sustainable development of all stakeholders. In this pursuit, your Company's philosophy on Corporate Governance is lead by strong emphasis on transparency, fairness, independence, accountability and integrity. The Board of Directors of the Company is at the centre of the Governance system of the Company.
2) BOARD OF DIRECTORS
The composition of Board of Directors of the Company meets the stipulated requirements. The Board of Directors comprises of Two Executive Directors, Three Non-Executive Directors and Three Independent / Non - Executive Directors. The Chairman of the Board is an Independent, Non Executive Director. To be in line with the company's philosophy on Corporate Governance, all statutory subjects are placed before the Board to discharge its responsibilities as trustees of the shareholders.
a. BOARD MEETINGS, ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETING AND THE LAST AGM:
During the year under review six Board Meetings were held and the gap between two Board meetings did not exceed four months. Among other things, key matters like periodic financial results, Company's Annual Financial Results, Financial Statements, Auditor's report and Board's Report, diversify the business of the company, Terms of reference of Board Committees, capital/ operating budgets and risk management are brought to the Board. In case of business exigencies or urgency of matters, resolutions are passed by circulation.
b. DATE OF BOARD MEETINGS:
07th May 2014, 17th July, 2014, 14th August 2014, 26th September 2014, 31st October 2014, and 06th February 2015.
3) AUDIT COMMITTEE:
As a measure of good Corporate Governance and to provide assistance to the Board of Directors in fulfilling the Board's responsibilities, an Audit Committee has been constituted consisting of only Independent Directors. The statutory/internal auditors are permeneant invitees to the audit committee meetings. The functions of the Audit Committee include:
- Reviewing the adequacy of internal control systems and the internal audit reports, and their compliance thereof.
- Overview of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
- Recommending the appointment of external auditors and fixation of their audit fee, and also approval for payment for any other services.
- Reviewing with Management the quarterly and annual financial statements before submission to the Board.
- Approval or subsequent modification and review of related party transactions, scrutiny of inter corporate loans and investments, to review the functioning of the whistle blower mechanism statutory compliance etc.,
- Approval of extension of Retirement age of CFO after assessing age, and experience etc.,
4) STAKEHOLDER RELATIONSHIP AND SHARE TRANSFER COMMITTEE:
The Committee oversees share transfers and monitor investors' grievances such as complaints on transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc. and redressal thereof within the purview of the guidelines set out in the listing agreement. The Committee also look into the matters of issue of duplicate share certificates, approval / reject application for re-materialisation, subdivision, consolidation transposition and thereupon issue of share certificates to the shareholders etc., The committee also monitors the implementation and compliance with the Company's Code of conduct for prohibition of Insider Trading.
No complaints of material nature were received during the year under review. As on 31st March 2015 no complaints were outstanding. The committee consists of the following Directors:
1. Mr. N. Ramesh Rajan, Chairman
2. Mrs. Lakshmmi Subramanian, Member
3. Mr. P. Dwaraknath Reddy, Member
4. Mr. R.P. Khaitan, Member
The Company Secretary is the Compliance Officer of the Committee. The company has created separate e-mail id (firstname.lastname@example.org ) for grievance redressal.
5) NOMINATION AND REMUNERATION COMMITTEE:
The main agenda of the committee is to identify persons who are qualified to become directors in accordance with the criteria laid down and to recommend to the Board their appointment and / or removal. The committee also formulate the criteria for evaluation of independent directors and to determine the Company's policy on specific remuneration packages for Executive Directors and any compensation payments etc.,
1. Mrs. Lakshmi Subramanian, Chairman
2. Mr. S. Obul Reddy, Member and
3. Mr. N. Ramesh Rajan, Member
The Company Secretary is the Compliance Officer of the Committee.
The Board of Directors shall decide the remuneration of Non-Executive/Independent Directors. The Non-Executive/Independent Directors are paid sitting fees of Rs.20,000/- each per meeting of the Board / Committee attended by them. Further commission upto one percent of net profits of the Company in each Financial year for a period of three financial years commencing from the financial year ending March 31, 2014 is being paid to them in such a manner as determined by the Board of Directors of the Company. The Commission payable to each Non - Executive / Independent Directors for the financial year ending March 31, 2015 amounting to Rs.3,00,000/-. In total the sitting fees of Rs.5.20 lakhs for attending Board Meetings and attending Audit committee meetings were paid to Non- Executive/Independent Directors during the financial year 2014-2015. The Company has not granted any Stock Option to Non-Executive/Independent Directors. There is no differential accounting treatment followed in the Company during the Financial Year 2014-2015. There is no pecuniary relationship or transactions of Non-Executive / Independent Directors in the Company. The NonExecutive / Independent Directors are not holding any shares in the Company.
6) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The Board of Directors at its Meeting held on 7th May, 2014 constituted "Corporate Social Responsibility Committee" (CSR) as required under Section 135 of the Companies Act, 2013. The Committee comprises of three Members. The Chairman of the Committee is a Non - Executive and Independent Director.
7) RISK MANAGEMENT COMMITTEE:
In accordance with the requirement of Listing Agreement, your Company constituted a Risk Management Committee during the year. The Committee comprises Mr. N.Ramesh Rajan as the
Chairman and Mr. M. Subramanyam, Mr. S.Obul Reddy, Directors and Mr. M. Sankara Reddy, Chief Financial Officer and J. Srinivasan, Company Secretary as members of the Committee.
The role of Risk Management Committee is as follows:
• Implementation of Risk Management Systems and Framework;
• Reviewing the Company's financial and risk management policies; •Assessing risk and minimizing the proceedures;
• Framing, implementing and monitoring the risk management plan for the Company. The Committee met once during the Financial Year ended 31st March, 2015 ‘
i) Related Party Transactions: There have been no materially significant related party transactions,monetary transactions or relationships between the Company and directors, the Management, subsidiaries or relatives, except for those disclosed in the Board's report. The detailed information on materially significant related party transactions is annexed to the Board's report. The transactions are not prejudicial to the interest of the Company.
ii) Compliances by the Company: The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory Authorities on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority.
iii) Whistle Blower Policy: The Company has established a mechanism for Whistle Blower Policy.
iv) We affirmed that no personnel have been denied access to the audit committee.
v) Compliance with mandatory requirements: The Company has complied with all Mandatory requirements as mentioned in clause 49(VI) (i) of the Listing Agreement.
vi) Adoption of Non- Mandatory requirements: The Company is in the process of adopting other non - mandatory requirements in future as mentioned in clause 49 VII) (ii) of the Listing Agreement.
vii) The Chief Executive Officer and the Chief Financial Officer have issued the necessary certificate to the Board of Directors in compliance with clause 49 of the Listing Agreement.
WHISTLE BLOWER POLICY/VIGIL MECHANISIM:
As part of corporate governance and as per companies act 2013, the company has adopted Vigil Mechanism / Whistle blower policy that covers our directors and employees.The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The employees are free to report violations of applicable laws and regulations and the Code of Conduct.
The mechanism provides for adequate safeguards against victimization of Directors and employees and also provide for direct access to the Chairman of the Audit Committee. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation. During the year under review, no employee was denied access to the Audit Committee.
The company's independent directors meet atleast once in a year without the presence of Executive / Non- Executive Directors. The Indpendent Directors met once during the year under review on 06th February 2015 and inter - alia discussed:
1. the performance of non-Independent Directors and the Board as a whole;
2. the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- Executive Directors; and
3. the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
12) MEANS OF COMMUNICATION:
The Board of Directors of the Company approves and takes on record the financial results in the proforma prescribed by the Stock Exchanges within the statutory period and announces forthwith the results to all the stock exchanges where the shares of the company are listed and also publishes the financial results in The Business Line and Makkal Kural newspapers.
These results are promptly submitted to the Stock Exchanges to enable them to display the same on their website. The financial results are also made available at the website of the Company www.nippobatteries.com
13) MANAGEMENT DISCUSSION AND ANALYSIS:
Appended to this Report.
14) GENERAL SHAREHOLDERS' INFORMATION
1. AGM date, time and venue
23rd September, 2015; Wednesay at 2.30 p.m. at Sri P. Obul Reddy Hall, Vani Mahal, No.103, G.N. Chetty Road, T. Nagar, Chennai - 600 017
2. Dates of Book Closure (Physical Tuesday, 17th September, 2015 to Wednesday, 23rd Septmber, 2015 (both days in clusive)
3. Financial Year : 01-04-2014 to 31-03-2015
4. Annual Results : 7th May, 2015
5. Posting of Annual Reports : 29th August, 2015
6. Last date of receipt of proxy Form s : 48 hrs before AGM
7. Dividend payment date : 29th September, 2015
8. Listing Fees : Paid to all the above stock exchanges for the year 2014-15.
. Address : Registered Office
No.609, Mount Road ,Lakshmi Bhavan ,IVth Floor, Chennai - 600 006.
Corporate / Head Office
'Pottipati Plaza', IV Floor, No.77, Nungambakkam High Road, Chennai - 600 034
10. Plant location : (i) Tada Kandriga Village, Nellore. (A.P.)
11. Postal ballot resolutions
Approval was sought by voting through Postal ballot in terms of the provisions of section 110 of the Companies Act, 2013 read with Rule 22 of the Company's (Management and Administration) Rules 2014 during the financial year 2014-15.
One special resolution through postal ballot was passed on 01.11.2014.
Alteration of the main objects under clause III (A) of the Memorandum of Association of the Company
12. Listing on Stock Exchanges :
(i) BSE Ltd. Floor 25, Phiroze Jheejibhoy Towers Dalal Street; Mumbai - 400 001 Tel : 91-22-2272 1233/ 22721234 Fax : 91-22-2272 2082/ 2061 Email : email@example.com
(ii) Madras Stock Exchange Ltd. Exchange Building, Post Box.183 30, Second Line Beach Road, Chennai - 1 Tel : 044-25228951 Fax : 044-25244897 Email : firstname.lastname@example.org
(iii) National Stock Exchange of India Ltd Exchange Plaza, Bandra-Kurla Complex Bandra (E); Mumbai - 400 051 Tel : 91-22-26598235/36, Fax : 91-22-26598237/38 Email : email@example.com
BSE Ltd. : 504058
National Stock Exchange of India Ltd : NIPPOBATRY
Madras Stock Exchange Limited * : INDONAT
16) REGISTRAR & SHARE TRANSFER AGENTS :
The address of the Registrar & Share Transfer Agents is as under: M/s. Cameo Corporate Services Ltd. Name of Contact person: Subramanian Building Mr. R.D. Ramasamy, Director No.1, Club House Road Phone No.: 044-28460390 (6 lines) Chennai - 600 002 Fax No.: 044-28460129 Email : firstname.lastname@example.org
1 7) SHARE TRANSFER SYSTEM :
Applications for transfer of shares held in physical form are received by the Registrar and Share Transfer Agent Cameo Corporate Services Ltd and all valid transfers are processed and effected immediately from the date of receipt. Shares held in the dematerialized form are electronically traded in the Depository and the Registrars and Share Transfer Agents of the Company periodically receive from the Depository the beneficiary holdings so as to enable them to update their records and to send all corporate communications, dividend warrants, etc.
Physical shares received for dematerialisation are processed and completed within a period of 7 days from the date of receipt, provided they are in order in every respect. Bad deliveries are immediately returned to Depository Participants under advice to the shareholders. However, the request for share transfers etc. will continue to be considered and approved by the share transfer committee. The Share Transfer Committee generally meets once in a month. There are no pending share transfers as on 31st March 2015.
18) NSE ELECTRONIC APPLICATION PROCESSING SYSTEM (NEAPS):
The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report,media releases, among others are filed electronically on NEAPS.
19) SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
20) DEMATERIALISATION OF SHARES:
The Company's shares are available for trading in the depository systems of both the National Securities Depository Limited and the Central Depository Services (India) Limited. The International Securities Identification Number (ISIN) allotted to the Company is INE567A01010. As on 31st March, 2015, 97.43% of the Company's total shares representing 3653889 shares are in dematerialized form.
21) OUTSTANDING GDR/ADR/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS:
The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.