CORPORATE GOVERNANCE REPORT 2015
Ion Exchange applies the principles of sound corporate governance as an instrument to maintain an efficient organizational structure with clear areas of responsibility, that financial reporting is transparent and that the Company in all respects maintains good corporate citizenship. The Company's philosophy on corporate governance is to ensure that adequate control systems exist to enable the Board in effectively discharging its responsibilities to all the stakeholders of the Company, oversee the business strategies, ensuring fiscal accountability, ethical corporate behavior and fairness to all stakeholders comprising of regulators, employees, customers, vendors, investors and the society at large.
The Company focuses its resources, strengths and strategies to achieve its vision while upholding the core values of excellence integrity and responsibility which are fundamental to the Group. At Ion Exchange, the Board is at the core of our corporate governance practice and oversees how the management serves and protects the long-term interest of stakeholders.
The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements entered with the Bombay Stock Exchange with regard to Corporate Governance.
Board of Directors (The Board)
i. Composition & Category of Directors [as on 31st March, 2015]
The Board comprises of ten directors, of whom seven directors are non - executive and six directors are independent. The Composition of Board is given below:
The Company held seven Board Meetings on 28.05.2014, 29.07.2014, 26.09.2014, 16-10-2014, 29.10.2014, 21.01.2015 and 17.03.2015. At every board meeting, the matters specified under clause 49(IV), Annexure 1 of the Listing Agreement were placed and discussed.
The notice of each Board meeting is given in writing to each Director. The Agenda along with relevant notes and others material information are sent in advance separately to each Director and in exceptional cases tabled at the meeting. This ensures timely and informed decision by the Board. The Board reviews the performance of the Company vis a vis the budget/targets.
The previous Annual General Meeting (AGM) of the Company was held on 26th September, 2014 was attended by all ten Directors.
iii. Code of Conduct
The Board of Directors has laid down code of conduct for all Board members and senior Management of the Company. A copy of the code has been put on the Company's website www. ionindia.com
A declaration signed by the Managing Director is given below:
I hereby confirm that:
The Company has obtained from all the members of the Board and Senior Management, affirmation that they have complied with the code of conduct in respect of the Financial Year 2014-15.
3. Audit Committee
The Audit Committee regularly reviews and analyses the adequacy of internal control system, the financial and risk management policies of the Company and other matters as laid down under clause 49(II) of the Listing Agreement with the Stock Exchange. The Internal Auditor submits reports periodically to the Committee and suggestions are given for effective functioning of the internal control system.
4. Nomination and Remuneration Committee
The remuneration policy of the company determines the remuneration package of the directors (executive and non-executive) and statutory compensation payment. The Remuneration Committee is headed by Dr.V.N.Gupchup (Non-executive and independent) along with the members of the Committee are Mr. Abhiram Seth (Non Executive & Independent) and Mr.M.P. Patni (Non-executive).
(I) Criteria for Determining Qualifications, Positive Attributes & Independence of Director:
1. Qualifications of Independent Director:
An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing ,administration, research, corporate governance, operations or other disciplines related to the company's business.
2. Positive attributes of Independent Directors:
An independent director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the best corporate governance practices.
3. Independence of Independent Directors:
An Independent director should meet the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement concerning independence of directors.
(II) Remuneration Policy for Directors, Key Managerial Personnel and other employees
A. NON-EXECUTIVE DIRECTORS (NEDs)
NEDs shall be paid a sitting fee of Rs. 50,000/- for every meeting of the board, Rs. 25,000 for other committees thereof and Rs. 10,000/- for Stakeholders Relationship Committee attended by them as member.
NEDs may be paid commission upto an aggregate amount not exceeding 1% of the net profits of the company forthe year subject to availability of profits. The payment of commission shall be based on their attendance at the board and the committee meetings as member.
Additional commission, apart from commission referred to above, may be paid to non-executive directors as may be decided by the board of directors of the company from time to time, depending on the extra time and effort as may be devoted and contribution as may be made by the non-executive directors.
The company has no stock options plans and no payment by way of bonus, pension, incentives etc. shall be paid.
B. MANAGING DIRECTOR & KEY
MANAGERIAL PERSONNEL & OTHER EMPLOYEES
The objective of the policy is directed towards having a compensation philosophy and structure that will reward and retain talent.
The Remuneration to Managing Director shall take into account the Company's overall performance, MD's contribution for the same & trends in the industry in general, in a manner which will ensure and support a high performance culture.
The Remuneration to others will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
Remuneration to Directors, Key Managerial Personnel and Senior Management will involve 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 above criteria and policy are subject to review by the Nomination & Remuneration committee & the Board of Directors of the Company.
The remuneration paid to Managing Director Mr.Rajesh Sharma and Executive Directors Mr. Dinesh Sharma and Mr. Aankur Patni during the financial year 2014- 2015 is given hereunder.
5. Employee Stock Option Compensation Committee (ESOCC)
The Employee Stock Option Compensation Committee (ESOCC) of the company administers the Employee Stock Option Schemes. The ESOCC is headed by Mr. M. P. Patni (Non-Executive) along with the members of the Committee are, Dr. V. N.Gupchup, Mr. T. M. M. Nambiar and Mr. P. SampathKumar (independent).
7. Corporate Social Responsibility (CSR) Committee
The Board of Directors, at their meeting held on 28th May, 2014, constituted "Corporate Social Responsibility Committee" pursuant to the provisions of Section 135 of the Companies Act, 2013. 9.
The Company Secretary acts as the Secretary to the Committee.
The brief Terms of Reference of the CSR Committee are as under:
a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013;
b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
c) Monitor the Corporate Social Responsibility Policy of the Company from time to time.
Risk Management Committee
The Board of Directors at its Meeting held on 29th October, 2014 constituted a "Risk Management Committee", as required under the revised Clause 49 of the Listing Agreement. The Committee comprises of 3 Members viz. Mr. Shishir Tamotia (Non - Executive and Independent Director), Mr. Abhiram Seth (Non -Executive and Independent Director) and Mrs. K.J. Udeshi (Non - Executive and Independent Director).
The purpose of the risk management committee of the Board of Directors shall be to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The Committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company.
The risk management committee is also responsible for reviewing and approving risk disclosure statements in any public documents or disclosures.
The Company Secretary acts as the Secretary to the Committee.
Independent Directors' Meeting
During the year under review, the Independent Directors met on March 18, 2015, inter alia, to discuss:
Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;
Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting
a. Transactions with related parties, as per requirements of Accounting Standard 18, are disclosed in notes to accounts annexed to the financial statements. As required under clause 49, the Company. As required under clause 49, the Company has formulated a policy on dealing with Related Party Transaction. The policy is available on the website of the Company (Weblink : <http://> www.ionindia.com/pdf/ionindia/Related%20
b. The Company has not entered into any transaction of a material nature with the Promoters, Directors or Management, their subsidiaries or relatives, etc. that may have a potential conflict with the interests of the Company at large.
c. With regard to matters related to capital markets, the Company has complied with all requirements of the Listing Agreement as well as SEBI regulations and guidelines. No penalties were imposed or strictures passed against the Company by the Stock Exchanges, SEBI or any other statutory authority during the last three years in this regard.
d. Disclosures have also been received from the senior management personnel relating to the financial and commercial transactions in which they or their relatives may have a personal interest. However, none of these transactions have potential conflict with the interests of the Company at large.
12 Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistleblowers (the Whistleblower Policy)
The Company is committed to provide an open, honest and transparent working environment and seeks to eliminate fraudulent activities in its operations. To maintain high level of legal, ethical and moral standards and to provide a gateway for employees to report unethical behaviour and actual or suspected frauds, the Company has adopted the Whistleblower Policy with Clause 7 of Annexure I D to Clause 49 of the Listing Agreement. No personnel have been denied access to the Audit Committee.
The Whistleblower Policy broadly covers a detailed process for reporting, handling and investigation of fraudulent activities and providing necessary protection to the employees who report such fraudulent activities / unethical behaviour.
13 Means of Communication
As per the requirements of listing agreement with The Stock Exchange, Mumbai, the quarterly, half yearly and annual financial results of the Company are faxed & sent to the Stock Exchange immediately after the same are approved by the Board. The same is published in
English (Free press journal) and regional language (Navshakti) newspapers, within 48 hours of approval by the Board and uploaded on our company's website (www.ionindia.com).
The Management Discussion and Analysis forms part of this annual report.
14. Risks and concerns and their management
The Company has successfully implemented risk management framework to achieve the following objectives.
Strategic : High - level goals, aligned with and supporting its mission.
Operations : Effective and efficient use of its resources
Reporting : Reliability offlnancial reporting.
Compliance : Compliance with applicable laws and regulations.
Risk are assessed and ranked according to the likelihood and impact of them occurring. Existing controls are assessed and mitigation measures discussed.
15. General Shareholder Information
i) Annual General Meeting
Date : Wednesday, 16th September 2015
Time : 11.00 a.m.
Venue : Ravindra Natya Mandir, P.L.
Deshpande, Maharashtra Kala Academy, Near Siddhivinayak Temple, Sayani Raod, Prabhadevi, Mumbai - 400 025
ii) Financial calendar year 2015-16
Financial year : 1st April to 31st March : LastweekofJuly, 2015
Quarter ending June 30, 2015
Quarter ending September 30, 2015 : Last week of October, 2015
Quarter ending December 31, 2015 : Lastweek of January, 2016
Year ending March 31, 2016 : Lastweek of January, 2016
iii) Book closure date
The Register of Members and the Share Transfer Books of the Company will remain closed from Tuesday, 8th September 2015 to Wednesday, 16th September 2015 (both days inclusive) for determining the entitlement of shareholders to receive dividend for the year ended 31st March, 2015, if declared at the Annual general meeting.
iv) Dividend payment date
Dividend, if declared shall be paid on or before 21st September 2015
v) Listing on Stock Exchange
The Company's equity shares are listed at The Stock Exchange, Mumbai.
vi) Stock code and ISIN Number
The Stock Exchange, Mumbai - 500214. ISIN Number - INE570A01014.
The Stock Exchange, Mumbai
Dematerialisation of Shares and Liquidity
The Company's Equity Shares are in compulsory demat i.e. electronic mode and as on 31st March, 2015, 76.31 % of the equity capital were held in dematerialised form.
GDR / ADR / Warrants - Not applicable as not issued.
Resin manufacturing plant : Unit II - 5811-12-13, GIDC Ankleshwar Industrial Estate Ankleshwar - 393 002 Bharuch, Gujarat
Assembly Centre for Local and Export of Water Treatment Plants
: R-14, TTC, MIDC Nr. Thane Belapur Road Rabale, Navi Mumbai - 400 701
Manufacture & Assembly : 105, SIPCOT Industrial of Standard Plants Complex, Dharmapuri, Tamilnadu, Hosur - 635 126
Water Treatment Chemicals, : Sugar Treatment Chemicals, Polymer products 19/A, Phase II Industrial Development Area, Medak Andhra Pradesh Patancheru - 502 319
Consumer Products : Plot Nos. L48 & L49 Verna Electronics City Phase II, Verna, Salcette Goa - 403 722
Address for correspondence:
All investor related queries should be addressed to our Registrar & Transfer Agent.
M/s. TSR Darashaw Limited Unit : Ion Exchange (India) Ltd. 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011 Tel No.: 6656 8484 Fax No.: 6656 8494 Email: firstname.lastname@example.org Website: www.tsrdarashaw.com