CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of Listing Agreement entered into with the Stock Exchanges)
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company's philosophy on Corporate Governance is aimed at assisting the management of the Company in the efficient conduct of its business and in meeting its obligations to stakeholders, and is guided by a strong emphasis on transparency, accountability and integrity. The demands of Corporate Governance become crucial to foster and sustain a culture that integrates all components of good governance by carefully balancing the complex inter-relationship among the Board of Directors, Committee's, Finance and Compliance teams, Auditors and the Senior Management.
The Company follows best practices of corporate governance which meets all the relevant legal and regulatory requirements. All Directors and employees are bound by Code of Conduct that sets out the fundamental standards to be followed in all actions carried out on behalf of the Company.
DISCLOSURES AND TRANSPARENCY
The Company ensures timely and accurate disclosure on all material matters including the financial situation, performance, ownership and governance of the Company.
Some aspects of Corporate Governance related to the year 2014-2015 are appended below:
(A) BOARD OF DIRECTORS:
The Board of Directors comprises of 8 (Eight) Directors that includes one Woman Director. All the Directors of the Company, except the Managing Director are Non-Executive Directors. The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors during the period under review. During the year, none of the Directors of the Company was a member of more than 10 Committees or Chairman of more than 5 Committees in companies in which he/ she was a Director. Company's Directors promptly notify any change(s) in the committee positions as and when they take place.
The composition of the Board of Directors with their shareholdings as on 31st March, 2015 and their attendance at the Board Meetings held during the year and also at the last Annual General Meeting along with the number of other Directorship and Committee Membership, as required under Clause 49 of the Listing Agreement are given below. Other directorships/committee positions do not include directorships of private limited companies, Section 8 companies and of companies incorporated outside India.
(ii) Meetings of the Board of Directors
The Agenda for every meeting is prepared and the same is circulated in advance to every Director. The Board meets at least once in every quarter to review the quarterly results and other items on the Agenda. The details as required in Annexure X to Clause 49 of the Listing Agreement are made available periodically to the Board. Details of Directors seeking re-appointment in the 42nd Annual General Meeting are being circulated with the Notice convening the Annual General Meeting. The Board periodically reviews the compliance reports of various laws applicable to the Company and takes steps to rectify instances of non-compliance, if any. Copies of Minutes of the Board Meetings are circulated among the members of the Board for their comments, if any.
Company appointed Independent Directors having expertise/experience in their respective field/profession. None of the Independent Directors are Promoters or related to Promoters. They do not have pecuniary relationship with the Company and further do not hold two percent or more of the total voting power of the Company.
Every Independent Director, at the first meeting of the Board in which he/she participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he/she meets the criteria of independence as required under Section 149(7) of the Companies Act, 2013.
All Independent Directors maintain their limits of directorships as required under Clause 49 of the Listing Agreement. The maximum tenure of the independent directors is in compliance with the Companies Act, 2013. The Company had issued a formal letter of appointment to all Independent Directors and the terms and conditions of their appointment have been disclosed in the website of the Company.
PERFORMANCE EVALUATION OF DIRECTORS
The Nomination and Remuneration Committee of the Board laid down the criteria for performance evaluation of all Directors. The performance evaluation has been done by the entire Board of Directors, except the Director concerned being evaluated. The criteria for performance evaluation are as follows:
Role & Accountability
- Understanding the nature and role of Independent Directors' position.
- Understanding of risks associated with the business.
- Application of knowledge for rendering advice to management for resolution of business issues.
- Offer constructive challenge to management strategies and proposals.
- Active engagement with the management and attentiveness to progress of decisions taken.
- Non-partisan appraisal of issues.
- Own recommendations given professionally without tending to majority or popular views.
Leadership & Initiative
- Heading Board Sub-committees.
- Driving any function or identified initiative based on domain knowledge and experience.
- Commitment to role & fiduciary responsibilities as a Board member.
- Attendance and active participation.
- Proactive, strategic and lateral thinking.
MEETING OF INDEPENDENT DIRECTORS
During the year, a meeting of Independent Directors was held on 14th November, 2014 to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board. Mr. M.P Jhunjhunwala, Chairman of the Meeting, in the presence of all other directors, presented the views of the Independent Directors on matters relating to Board processes and the overall affairs of the Company.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization of the Independent Directors is done by the Managing Director/Executive Director/Senior Management Personnel who conducts presentations/ programmes to familiarize the Independent Directors with the operations and functioning of the Company.
The details of familiarisation programme have been posted in the website of the Company under the web link <http://www.iclbelting>. com/resources/reports/gnrl/Familarisation%20Programme%20for%20Independent%20Director.pdf .
(B) COMMITTEES OF THE BOARD OF DIRECTORS
The Board's Committees include Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee.
(i) AUDIT COMMITTEE
The broad terms and references of Audit Committee are to oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible and to review the remuneration of Internal Auditors and Statutory Auditors.
Composition and Meetings
The Company Secretary acts as the Secretary to the Committee. The Statutory Auditor, the Internal Auditor, the Cost Auditor, President, General Manager-Works, Chief Financial Officer, Company Secretary, Senior Manager-Accounts & Finance, of the Company are invitees at the Meetings of the Committee. During the year under review, the Committee met on 30.05.2014, 08.08.2014, 14.11.2014 and 12.02.2015 and the gap between two meetings did not exceed four months. Each member had attended all Committee Meetings held at the above mentioned dates except Mr. M. P. Jhunjhunwala who was not present in one Meeting held on 08.08.2014 and Mr. J. S. Vanzara who was not present in 1 Meeting held on 12.02.2015.
The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements entered into with the stock exchanges read with Section 177 of the Act.
The terms and reference of the audit committee are broadly as under:
1. Overseeing of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees and confirm their independence.
3. Approval of payment to statutory auditors for any other services rendered, if authorized by the Board.
4. Reviewing, with the management, the annual financial statements before submission to the board.
5. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
6. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
(ii) NOMINATION AND REMUNERATION COMMITTEE
In accordance with Section 178(1) of the provisions of the Companies Act, 2013, the Board of Directors decided to rename "Remuneration Committee" to "Nomination and Remuneration Committee", in their Meeting held on 30th May, 2014.
Terms of Reference of the Committee
1. Formulation of criteria for determining qualifications, positive attributes and independence of a Director
2. Recommending to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and Executive Directors remuneration and incentive
3. Devising a policy on Board diversity
4. Recommending to the Board appointment and removal of Director and Senior Management Personnel
During the year under review the Committee met on 30.05.2014 and 12.02.2015. Each member had attended all Committee meeting held at the above mentioned dates except Mr. J. S. Vanzara who was not present in one meeting held on 12.02.2015.
The remuneration payable to the Executive Directors is determined by the Board on the recommendation of the Nomination and Remuneration Committee. This is subject to the approval of the shareholders at the Annual General Meeting. The Non-Executive Directors do not draw any remuneration from the Company except sitting fees for attending the meeting of the Board and the Committee.
iii) STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholder's Relationship Committee has been constituted pursuant to section 178 of the Companies Act 2013 and as per the requirements under clause 49 of the Listing Agreement to look into all types of grievances from shareholders and redress them expeditiously.
The Board of Directors in order to align with the Companies Act, 2013, decided to rename "Shareholder Committee" to "Stakeholder's Relationship Committee", in their meeting held on 30th May, 2014.
The Committee looks into redressal of shareholder's complaints like transfer and transmissions of shares, issue of duplicate shares certificate, demat and remat of shares, redressal of shareholders/investors grievances
(iv) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee was constituted by the Board considering requirements of the Companies Act, 2013. The Board also empowered the Committee to look into matters related to sustainability and overall governance. The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of 'Corporate Social Responsibility Policy', observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary. The CSR policy was reviewed by the Board at its meeting dated November 14, 2014
(i) Disclosure by Key Managerial Persons about Related Party Transactions
During the year, the company had not entered into any transaction of material nature, with its promoters, Directors and the management, their relatives or subsidiaries etc., which were in conflict with the interest of the Company. The Details of related party transactions are given in the Notes to Accounts (Note) of the Annual Report which have been reviewed / approved by the Audit Committee.
The policy on Related Party Transaction is available on the website of the Company at <http://www.iclbelting.com/resources/> reports/gnrl/Related%20Party%20Policy.pdf .
(ii) Disclosure of Accounting Treatment
The applicable accounting standards as issued by the Institute of Chartered Accountants of India and notified by the Central Government under the Companies Act, 2013 have been followed in preparation of the financial statements of the Company.
(iii) Board Disclosures - Risk Management
During the year ended 31st March 2015, the Company continues to follow the established risk assessment / minimization procedure. The procedures for risk assessment and minimization are being updated/formalized at regular intervals.
(iv) Matters related to Capital Market
The Company has complied with all the requirements of the Listing Agreement of the Stock Exchanges as well as regulations and guidelines of SEBI. No penalties/ strictures have been imposed on the Company by SEBI, Stock Exchanges or any other Statutory Authority on any matter relating to capital markets during the last three years.
(v) Management Discussion and Analysis Report
The Management Discussion and Analysis Report is attached and forms part of the Directors' Report.
(vi) Code of Conduct
Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Senior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. Company has received confirmations from all concerned regarding their adherence to the said Code. Pursuant to Clause 49(II)(E) of the Listing Agreement, the Managing Director of the Company confirmed compliance with the Code by all members of the Board and the Senior Management. The full text of the Code has been disclosed on the Company's website under the <http://www.iclbelting.com/resources/reports/gnrl/Code%20of%20Conduct%20for%20Directors.pdf> .
(vii) Code of Conduct for prohibition of insider trading
Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 1992. All Directors, Designated Employees who could have access to the Unpublished Price Sensitive Information of the Company are governed by the Code. During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992.
(viii) Whistle Blower Policy/Vigil Mechanism
Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders (including Directors and employees) to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any, reported under this Policy will be appropriately and expeditiously investigated.
Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
The Whistle Blower Policy has been disclosed on the Company's website under the <http://www.iclbelting.com/resources/> reports/gnrl/Vigil%20Mechanism.pdf and circulated to all the Directors/ employees.
(ix) Status of Non-Mandatory Requirements
Non-mandatory requirements on Corporate Governance as prescribed in Annexure XIII to the clause 49 of the listing agreement will be implemented by the Company when required and/or deemed necessary by the Board.
(x) CEO/CFO Certification
The CEO of the Company has given a certificate to the Board of Directors as per Clause 49(V) of the Listing Agreement for the year ended 31st March 2015.
(xi) Subsidiary companies
The Company has 4 (four) wholly owned subsidiaries. The audit committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the board of directors of the Company.
The Company does not have any material, non listed Indian subsidiary company.
The Company has a policy for determining 'material subsidiaries' which is disclosed on its website at the following link-<http://www.iclbelting.com/resources/reports/gnrl/Material%20Subsidiaries.pdf>
(xii) Means of Communication
The Company's quarterly/yearly financial results are published in widely circulated national and local dailies like Business Standard and Kaalantar (Regional).The Company's results and official news releases were displayed on the Company's website www.iclbelting.com <http://www.iclbelting.com>
(E) GENERAL SHAREHOLDERS' INFORMATION
i) Annual General Meeting
42nd Annual General Meeting
Date : Friday, 26h September, 2015
Time 2:00 P.M.
Venue Falta SEZ, Sector-II, Near Pump House No. 3, Village and Mouza - Akalmegh, Dist. 24 Parganas (s), West Bengal-743504
Financial Calendar Year April 1, 2015 to March 31, 2016
(iii) For Adoption of Quarterly Results Expected Date
¦ Quarter ending 30th June, 2015 : 2nd Week of August, 2015
¦ Quarter ending 30th September, 2015 : 2nd Week of November, 2015
¦ Quarter ending 31st December, 2015 : 2nd Week of February, 2016
- Year and quarter ending 31st March, 2016 : Last week of May, 2016
(iv) Book Closure
22nd September, 2015 to 26th September, 20145 (both days inclusive)
(v) Expected Dividend Payment Date
1st October, 2015
(vi) Listing on Stock Exchange
The Company's shares are listed at :
(i) The Calcutta Stock Exchange Ltd.
7, Lyons Range, Kolkata - 700 001
(ii) BSE Ltd.
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 Listing fees for the year 2015 -2016 have been paid to all the aforesaid Stock Exchanges.
(vii) Stock Codes
10019039 (CSE) 509709 (BSE)
(ix) Registrar and Share Transfer Agents:
The Company has engaged Maheshwari Datamatics Pvt. Ltd., 6, Mangoe Lane, Kolkata - 700001 (MDPL), a SEBI registered Share Transfer Agent for processing transfer, sub-division, consolidation, splitting of securities, etc. Since the trading of Company's shares can be done in the dematerialized form, requests for dematerialization of shares should be sent directly to MDPL who after processing, give confirmation to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL).
(x) Unclaimed Dividend/ Shares:
Pursuant to Sections 123 of the Companies Act, 2013, the Company is required to transfer the amount of dividend remained unclaimed for a period of seven years from the date of transfer to the Investor Education and Protection Fund (IEPF).
Accordingly detailed information in respect of the relevant financial years is provided for the benefit of the Company's Investors.
(xi) Share Transfer System
Share transfers are registered and the certificates are returned within a period of 15 days from the date of lodgement if the documents are complete in all respects. As per directives issued by the SEBI, it is compulsory to trade in the Company's equity shares in dematerialized form. The Company offers the facility of transfer cum dematerialization to its shareholders.
xiv) Dematerialisation of Shares
99.585% of the Company's total shares representing 67220120 shares were held in dematerialized form as on 31st March, 2015 and the balance 0.415% representing 279880 shares were in physical form
(xvii) Factory Locations
(a) M.I.D.C. Area, Chikalthana, Auragabad - 431 006, Maharashtra (India).
(b) Falta SEZ, Sector-II, Near Pump House No. 3, Village and Mouza - Akalmegh, Dist. : 24 Parganas(S), West Bengal-743504.
(xviii) Shareholders' Correspondence
For transfer/dematerialization of shares and any other query relating to the shares of the Company, please contact : Maheshwari Datamatics Private Limited
(Registrar and Share Transfer Agent of our Company) 6, Mangoe Lane, Kolkata - 700001 Tele Nos. 033 2243 5809 / 5029 E-mail : firstname.lastname@example.org
(xix) Reconciliation of Share Capital and Audit Report
As stipulated by SEBI, a qualified Practicing Company Secretary carried out the reconciliation of share capital and prepares her Audit Report to reconcile the total admitted share capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and the total issued and listed capital on quarterly basis. The report thereon is submitted to the Stock Exchanges where the Company's shares are listed. The audit confirms that the total issued / paid-up capital is in agreement with total number of shares in physical forms and total number of dematerialized shares held with NSDL and CDSL.
(xx) Service of documents through electronic mode
As a part of Green Initiative, the members who wish to receive the notice/documents through e-mail, may kindly intimate their e-mail address to the Company's Registrar and Share Transfer Agent, M/s. Maheshwari Datamatics Pvt. Ltd., 6, Mangoe Lane, Kolkata-700001.
(xxi) Outstanding GDR/ADR Warrants or Convertible Bonds
The Company has not issued any of the securities mentioned above. For any query on Annual Report etc. please contact :
International Conveyors Limited
10, Middleton Row, Kolkata - 700 071 Telephone : 033- 2229 6033 Fax : 033-2217 2269 Designated e-mail ID for Investor Services: email@example.com Website : www.iclbelting.com