REPORT ON CORPORATE GOVERNANCE
A. MANDATORY REQUIREMENTS
1. A Brief Statement on Company’s Philosophy on Code of Governance
The Company aims to achieve good corporate governance practice and to ensure compliance with the relevant laws and regulations. The Company is conducting its business efficiently, professionally and in the manner which is fair and transparent. It always strives to meet its obligations to all stakeholders in a balanced and accountable manner.
2. Board of Directors
(i) Composition and Category of Directors
The Board of Directors comprises of five directors.
Key Managerial Personnel (KMP)
(a) Mr G. Swarup – Managing Director
(b) Mr. A. K. Singhania – Chief Financial Officer
(c) Mr. Hirak Ghosh – Company Secretary
These KMPs are already KMPs of the Company’s holding company viz. Paharpur Cooling Towers Limited (PCTL). They have been appointed under section 203(3) of the Companies Act, 2013. PCTL (unlisted public company) is a holding company in accordance with section 2(87)(i) of the Companies Act, 2013.
The Chairman of the Board is a Non-executive Director. The composition of the Board of Directors is in conformity with the Companies Act, 2013 (the Act) and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (LODR).
There has been no change in the Directors during the financial year.
None of the Directors of the Company and KMP are inter se related.
Independent Directors play an important role in the governance process of the Board by bringing their expertise and experience. Each Independent Director has been appointed by the members at the general meeting for a period of five years from the date of appointment by the members.
None of the Independent Directors serves as “Independent Director” in more than seven listed companies.
The Independent Directors have confirmed that they meet the criteria of Independence laid down under the Act and LODR.
During the financial year under review, the Independent Directors met on 11th February, 2016 in accordance with the Act and LODR to
• review the performance of non-independent directors and the Board as a whole;
• review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
• assess 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
All the Independent Directors were present throughout the meeting. They expressed satisfaction on all the issues which were reviewed and assessed.
All the Independent Directors are fully familiarised with the Company’s business and the regulatory framework in which the Company operates.
3. Audit Committee
(i) Brief Description of Terms of Reference:
The terms of reference of this Committee are wide enough covering the matters specified under the Act and LODR.
4. Nomination and Remuneration Committee
(i) Brief Description of Terms of Reference
The Remuneration Committee has the power to perform the role and functions laid down in the Act and LODR.
(iv) Remuneration policy
The Board of Directors decide the remuneration of non-executive directors which consists of a sitting fee as well as commission based on the net profits of the Company. The members have approved payment of commission within the limit laid down in the Companies Act, 2013.
(v) Details of remuneration to all the directors (including KMPs)
Except Mr. G Swarup who is Managing Director all other Directors are non-executive. The Nonexecutive Directors are paid sitting fees as well as commission based on the net profits of the Company within the limit approved by the members. Mr. G. Swarup is paid sitting fees for attending the Board Meetings and Committee Meetings
5. Stakeholders’ Relationship Committee
Members of the Committee are:
(a) Mr. A R Broacha, Chairman ( NED – I)
(b) Mr. A V Setalvad
(ii) Compliance Officer:
Mr. Hirak Ghosh, Company Secretary is a compliance officer.
(iii) One meeting was held on 11th February, 2016 which was attended by both the members.
13 complaints were received during the year under review. All the complaints have been resolved to the satisfaction of the shareholders. There were no pending transfers as on 31.03.2016.
6. Subsidiary Company
The Company has one non-material unlisted subsidiary, viz. New Holding and Trading Company Limited Mr A. V. Setalvad and Mr. A. R. Broacha are also the directors of the subsidiary company. Ms. Devina Swarup is also a director of the subsidiary company.
The Company’s policy on “material subsidiary” is placed on the Company’s website www.industrialprudential.com
The Audited Financial Statement of the Subsidiary Company is tabled at the Audit Committee Meeting and Board Meeting.
(i) The particulars of transactions between the Company and its related parties in accordance with the Accounting Standard 18 are set out in Note no 18 to the Accounts. These transactions are in the ordinary course of business and are not likely to have any conflict with the interest of the Company.
(ii) There were no material pecuniary relationships or transactions of the directors other than payment of sitting fees, commission and investments, if any, in shares/securities of the Company.
(iii) There were no material pecuniary transactions of the Company with its promoters, directors, KMP or their relatives other than investments, if any, in shares/securities of the Company that may have potential conflict with the interest of the Company at large.
(iv) In compliance with the Act and LODR, the Company has framed the other following policies which are placed on the Company’s website www.industrialprudential.com
a. Related Party Transactions
b. Determination of materiality of events or information
c. Code of Fair Disclosure under PIT Regulations, 2015
d. Code of conduct
e. Preservation of documents
f. Archival of documents
(v) The Company has complied with the requirements of regulatory authorities on capital markets except payment of penalty of Rs. 50,000 for late appointment of woman director.
(vi) With regard to compliance with the non-mandatory requirements the same have been disclosed separately.
(vii) The financial statements of the Company are prepared in accordance with the relevant Accounting Standards.
(viii) The principal business of the company is dealing in investments and securities which are subject to market risks. The Board of Directors/Committee of Directors take policy decision on deployment of funds of the Company in securities market based on investment climate and economic conditions in the country and movement in the stock markets. The investment portfolio is periodically reviewed by the Board of Directors/Committee of Directors and cautious approach is a key note of the policy to mitigate the risks.
10. General Shareholder Information
AGM: Date, Time and Venue: On Friday 8th July, 2016 at 2.00 pm at Indian Merchant Chambers, Walchand Hirachand Hall, IMC Marg, Churchgate, Mumbai 400020
Financial Year The financial year under review covers the period
1st April, 2015 to 31st March, 2016.
Date of Book Closure From Wednesday, 15th June, 2016 to Thurdsay, 16th June, 2016 (both days inclusive)
Dividend Payment date 18th July, 2016 onwards
Listing on Stock Exchanges
1. BSE Limited
2. The Company has paid the listing fees for the period 1st April 2016 to 31st March 2017
Stock Code and ISIN
1. BSE : 501298
2. ISIN : INE 620D01011
Market Price Data: High, Low during Please see Annexure ‘A’ each month in last Financial year Performance in comparison to The performance of the Company’s share relative to the broad-based indices such as BSE sensitive index is given in Annexure ‘B’ BSE Sensex, CRISIL index etc.
Registrar and Transfer Agent : Link Intime India Pvt. Ltd.
Share Transfer System
All the transfers received are processed by the Registrar and Transfer Agent and approved by committee of directors at regular intervals.
Distribution of Shareholding and Share holding pattern as on 31.03.2016 : Please see Annexure ‘C’
Dematerialisation of shares and liquidity : 5,21,837 shares were dematerialised as on 31.03.2016, representing 89.70% of the total share capital.
Outstanding GDRs/ADRs/ Warrants or any Convertible instruments conversion date and likely impact on equity : Not issued
Plant Locations The Company’s main business is dealing in investments and securities
Address for correspondence
Shareholders should address correspondence to: Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai 400 078 Phone 022-25946970 E-mail: firstname.lastname@example.org
Transfer of “Underlying Shares” into Investor Education and Protection Fund (IEPF)
Members are requested to note that in accordance with the Regulation 39(4) read with the Schedule VI of LODR, the Company has transferred unclaimed equity shares to a separate account titled “Industrial Prudential Unclaimed Securities Suspense Account” on 5th May, 2016 and the said shares are being dematerialized
As and when the relevant sections of the Act shall come into force, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund along with a statement containing such details as may be prescribed. Provided that any claimant of shares transferred above shall be entitled to claim the transfer of shares from Investor Education and Protection Fund in accordance with such procedure and on submission of such documents as may be prescribed.
B. NON-MANDATORY REQUIREMENTS UNDER REGULATION 27(I) READ WITH PART E OF SCHEDULE II OF LODR
a. The Board
A non-executive Chairman has been provided with the office at the company’s expense and is also allowed reimbursement of expenses incurred in performance of his duties.
b. Shareholders’ Rights Under review
c. Audit Qualifications The financial statements of the Company are unqualified.
d. Separate Posts of Chairman and CEO
The Company has a separate post of the Chairman and the Managing Director
e. Reporting of Internal Auditor
The Internal Auditor is an employee of the Company and he reports directly to the Audit Committee Management Discussion and Analysis