REPORT ON CORPORATE GOVERNANCE
1. Company's philosophy on Corporate Governance
Your Company believes that good corporate governance is an important constituent in enhancing stakeholder value. Your Company has in place processes and systems whereby the Company complies with the requirements of Corporate Governance under Clause 49 of the Listing Agreement and the corresponding Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) effective
1st December, 2015. Your Company is committed in its responsibility towards the community and environment in which it operates, towards its employees and business partners and towards society in general.
2. (i) Board of Directors
The Board has an optimum combination of Executive and Non-Executive Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement and the corresponding Listing Regulations, 2015. As on date the Company has eight (8) Directors with a NonExecutive Chairman. Of the eight (8) Directors, seven (7) are Non- Executive Directors out of which four (4) are Independent Directors.
(iii) Number of Board meetings held, dates on which held
Eight (8) meetings of the Board were held during the financial year ended 31st December, 2015. The dates on which the meetings were held are as follows: 2nd February, 24th February, 12th March, 30th April, 13th May, 5th August, 6th October and 5th November, 2015.
(iv) Code of Conduct
The Company has adopted Codes of Ethical Conduct for (a) Directors and Senior Management Personnel and (b) Executive Directors and Employees of the Company. As per Clause 49 of the Listing Agreement and the corresponding Listing Regulations, 2015 the same have been posted on the Company's website. The Managing Director of the Company has given a declaration to the effect that all the Directors and Senior Management personnel of the Company have given their affirmation of compliance with the Codes of Ethical Conduct.
(v) During the year, information as mentioned in Annexure X to the Listing Agreement and the corresponding Regulation 17(7) read with Part A of Schedule II of the Listing Regulations, 2015 had been placed before the Board and the Company has complied with the same.
(vi) There are no relationships between Directors inter-se.
(vii) Non-Executive Directors do not hold any shares in the paid-up share capital of the Company.
(viii) Familiarisation Programme imparted to the Independent Directors is disclosed on the Company's website www.itdcem.co.in
3. Audit Committee
Audit Committee of the Directors was constituted by the Company in March 1994. The terms of reference of the Audit Committee were last amended on 6th August, 2014.
(i) Composition, number of meetings held and attendance of Directors thereat
The Audit Committee comprises of four (4) NonExecutive Directors of which three, namely Mr Per Hofvander, Mr D. E. Udwadia and Mr D. P. Roy are Independent Directors. During the financial year ended 31st December, 2015 the Audit Committee held five (5) meetings on 24th February, 13th May, 5th August, 6th October and 5th November, 2015. Attendance of the Directors was as under:
Mr Per Hofvander, the Chairman of Audit Committee, was present at the last Annual General Meeting.
Mr R.C. Daga, Company Secretary, attended the meetings of the Audit Committee held during the year 2015.
(ii) Terms of reference, role and scope of the Audit Committee are in line with those prescribed by Clause 49 of the Listing Agreement and the corresponding Regulation 18(3) read with Part C of Schedule II of the Listing Regulations, 2015. The Company has also complied with the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder pertaining to the Audit Committee and its functioning.
Minutes of the Audit Committee meeting will be placed before the meeting of the Board of Directors following that of the Audit Committee meeting.
4. Nomination and Remuneration Committee
Remuneration Committee of Directors was constituted by the Company in March 1994 and the Company renamed the Remuneration Committee as Nomination and Remuneration Committee (NRC) on 8th May, 2014.
Terms of reference of the NRC were adopted on 6th August, 2014.
(i) Composition, names of members and Chairman and attendance during the year
The NRC comprises of four (4) Non-Executive Directors namely Mr D.E. Udwadia, Mr Premchai Karnasuta, Mr Pathai Chakornbundit and Mr Per Hofvander. Mr D.E. Udwadia and Mr Per Hofvander are Independent Directors. The Committee held five (5) meetings during the financial year ended 31st December, 2015 on 24th February, 13th May, 5th August, 6th October and 5th
(ii) Brief description of terms of reference
Terms of reference are as under:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of Independent Directors and the Board;
• Devising a policy on Board diversity;
• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.
Minutes of the NRC meeting will be placed at the meeting of the Board of Directors following that of the NRC meeting.
(iii) The Board of Directors had evaluated performance of the Independent Directors based on the time spent and input and guidance given by the Independent Directors to the Board and Management of the Company.
5. Remuneration of Directors
a) None of the Non-Executive Directors had any pecuniary relationship or transaction with the Company other than the sitting fees and commission received by them.
b) Criteria of making payments to Non-Executive Directors:
Non-Executive Directors in India are paid remuneration by way of sitting fees for attending the meetings of the Board and Committees thereof. In addition to sitting fees, they are also compensated by way of commission based on input given and the number of Board / Committee Meetings attended by them.
Due to loss or inadequacy of profits, the Company did not pay any commission for the years 2014 and 2015 to the Non-Executive Directors in India.
The remuneration of the Non-Executive Directors by way of commission was determined by the Board in terms of the special resolution passed by the shareholders at the Annual General Meeting held on 4th May, 2012.
During the financial year 1st January, 2015 to 31st December, 2015, the Company paid as fees for professional services that were provided to the Company on specific legal matters that were entrusted by the Company from time to time to M/s Udwadia Udeshi & Argus Partners, H364,450/-, to M/s Udwadia & Udeshi, H833,060/-, where Mr Udwadia was Senior Partner and to the firm M/s Udwadia & Co., Solicitors & Advocates, Mumbai, H95,000/- where he is the Sole Proprietor. The Board does not consider the association of the above with the Company to be of a material nature so as to affect or impair the independence of judgement of Mr D. E. Udwadia as an Independent Director of the Company.
c) Disclosure with respect to remuneration:
Executive Directors are paid remuneration by way of salary, commission, perquisites and retirement benefits as recommended by the NRC and approved by the Board and shareholders of the Company.
Notice period is six months and no severance pay is payable on termination of appointment.
The Company does not have any Stock Option Scheme
A. Stakeholders Relationship Committee
Shareholders / Investors' Grievance Committee was constituted in March, 2001 and the Company renamed the Shareholders/ Investors Grievance Committee as Stakeholders Relationship Committee (SRC) on 8th May, 2014.
Terms of reference of the SRC were adopted on 6th August, 2014.
(i) Composition, names of members and attendance during the year
The SRC comprises of two (2) Directors and the Committee is headed by Mr Pathai Chakornbundit, a Non-Executive Director. The Committee held four (4) meetings during the financial year ended 31st December, 2015 on 24th February, 13th May, 5th August and 5th November, 2015. Attendance of the Directors was as under
ii) Brief description of terms of reference
SRC considers and resolves the grievances, if any, of all security holders of the Company.
Minutes of the SRC meeting will be placed at the meeting of the Board of Directors following that of the SRC meeting.
(iii) Number of shareholders' complaints received and resolved to the satisfaction of the shareholders
During the financial year ended 31st December, 2015, thirty six (36) complaint letters were received from the shareholders which were replied/resolved to the satisfaction of the shareholders. No complaints remained unresolved at the end of the year.
(iv) Name and designation of Compliance Officer Mr R.C. Daga, Company Secretary, is the Compliance Officer. 6 B. Share Transfer Committee
Share Transfer Committee was constituted in 1980. The terms of reference of Share Transfer Committee were last amended on 11th January, 2010. During the financial year ended 31st December, 2015, the Committee had thirty four (34) meetings.
Pursuant to Clause 49 (VIII) (E) of the Listing Agreement and corresponding Regulation 40 (2) of the Listing Regulations, 2015, Share Transfer Committee Meetings are regularly held at least once a fortnight.
(i) Terms of reference
(a) The Committee is authorised to approve share transfers and transmissions, change and transposition of names, demat / remat of shares, rectification of entries, renewal/split/consolidation of share certificates and issue of duplicate share certificates and also to issue share certificates in respect thereof under the Common Seal of the Company.
(b) Quorum for a meeting shall be any two members present, except that the quorum for the purpose of authorising issue of duplicate certificates shall be any three (3) members present at the meeting.
(ii) Number of pending share transfers
As on 31st December, 2015, there was no pending request/letter involving transfer of shares.
(iii) Pursuant to Regulation 36 (3) of the Listing Regulations, 2015, the particulars of Directors who are proposed to be appointed / re-appointed at the 38th Annual General Meeting ('AGM') have been provided in the notice of the AGM.
7. Subsidiary Company
As on 31st December, 2015 the Company has one wholly owned, non- material and unlisted subsidiary, namely ITD Cementation Projects India Limited. The Financial Statements of the subsidiary are reviewed by the Audit Committee. All minutes of the meetings of the subsidiary are placed before the Company's Board regularly.
9. Means of Communication
(i) The quarterly Consolidated Unaudited Financial Results and Consolidated Audited Financial Results are published in prominent daily newspapers. Such Financial Results were published in the Financial Express and Dainik Mumbai Lakshadweep. Quarterly Standalone Unaudited Financial Results and Annual Standalone Audited Financial Results are available on Company's website, www.itdcem.co.in
(ii) Codes of Ethical Conduct, Whistle Blower Policy, Corporate Social Responsibility Policy, Nomination and Remuneration Policy, Related Party Transactions Policy, Board Diversity Policy, Prevention of Insider Trading Policy, Preservation of Documents Policy, Policy on Determination and Materiality of an Event/ Information and Archival Policy are available on the Company's website www.itdcem.co.in
(iiii) Copy of the Chairman's Statement circulated to the members of the Company at the Annual General Meeting of the shareholders is sent to all shareholders after the meeting for information.
(iv) Presentations on Quarterly Business Operations Overview were intimated to the Stock Exchanges and were made available on the Company's website www.itdcem.co.in These presentations were also shared with Institutional Investors/Analysts.
(v) Management Discussion and Analysis (MD&A)
The statement on Management Discussion and Analysis forms part of the Annual Report to the shareholders of the Company.
10. General Shareholders' information
(i) Annual General Meeting
Date: 12th May, 2016
Time: 3.00 p.m.
Venue: Rama and Sundri Watumull Auditorium, Kishinchand Chellaram College, Vidyasagar Principal K.M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai- 400 020
(ii) Financial Year of the Company
1st January to 31st December.
(iii) Stock Exchanges
The equity shares of the Company are listed on:
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 023
National Stock Exchange of India Limited Exchange Plaza, C-1, Block 'G' Bandra-Kurla Complex, Bandra (East), Mumbai 400 051
The listing fees for the financial year 2015-2016 (upto 31.03.2016) of the above mentioned stock exchanges have been paid.
(iv) Stock Code
BSE Limited (BSE): 509496
The National Stock Exchange of India Limited (NSE): ITDCEM
(vi) Registrars and Share Transfer Agents
M/s. Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 008, Tel: +91 40 67162222, Fax : +91 40 23420814 email ID : firstname.lastname@example.org are the Registrars and Share Transfer Agents of the Company.
(vii) Share Transfer Systems
Shares lodged for transfers are registered and duly transferred Share Certificates are despatched to the lodger within a period of fifteen days from the date of receipt, if the documents are otherwise in order.
The Share Transfer Committee meets as often as possible to approve transfers and related matters as may be required by the Registrars and Share Transfer Agents.
(x) Dematerialisation of Shares
The shares of the Company are in compulsory demat segment and are available for trading in the Depository System. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's name is INE686A01026. As on 31st December, 2015, out of the 12,943 shareholders, 11,047 shareholders have opted for dematerialisation of their shares aggregating to 153,610,500 shares i.e. around 99.00% of the total paid - up capital of the Company.
(xi) Dates of Book Closure
The Company's Register of Members and Share Transfer Books will remain closed from Friday, 6th May, 2016 to Thursday, 12th May, 2016 (both days inclusive).
(xii) Registered Office
National Plastic Building, A- Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai - 400 057
(xii) Investor correspondence
All enquiries, clarifications and correspondence should be addressed to the Registrars and Share Transfer Agents or to the Compliance Officer at the following addresses
Registrars and Share Transfer Agents:
Karvy Computershare Private Limited Unit: ITD Cementation India Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 008 Tel: +91 40 67162222, Fax: +91 40 23420814 Emails: email@example.com firstname.lastname@example.org
and / or
Branch Office at: 24-B Raja Bahadur Mansion, Ground Floor, Ambalal Doshi Marg, Behind BSE, Fort, Mumbai – 400023 Tel: +91 22 66235454 Email: email@example.com Compliance Officer:
Mr R.C. Daga Company Secretary ITD Cementation India Limited National Plastic Building, A- Subhash Road, Paranjape B Scheme, Vile Parle (East), Mumbai - 400 057. Tel : + 91 22 66931600/67680600 Fax: + 91 22 66931628/67680841 Emails: firstname.lastname@example.org email@example.com
11. Other Disclosures
(i) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the Company at large
There were no materially significant related party transactions having potential conflict with the interests of the Company at large during the financial year ended 31st December, 2015.
(ii) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange(s) or SEBI or any statutory authority on any matter related to capital markets, during the last three years: None
(iii) Whistle Blower Policy
The Company has adopted a Whistle Blowing and Prevention of Sexual Harassment Policy and Procedures and it affirms that no personnel has been denied access to the Audit Committee.
(iv) The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement and the corresponding Listing Regulations, 2015.
The Company has constituted a Risk Management Committee on 24th February, 2015.
(v) Policy dealing with Related Party Transactions is displayed on the Company's website www.itdcem.co.in
(vi) CEO/CFO Certification
A Certificate from the CEO/CFO of the Company in terms of Regulation 17 (8) read with Part B of Schedule II of the Listing Regulations, 2015, was placed before the Board at its meeting held on 24th February, 2016 to approve the Audited Financial Statements for the financial year ended 31st December, 2015.
12. Discretionary Requirements
(i) The Chairman of the Company is a Non-Executive Director.
(ii) Internal Auditor reports directly to the Audit Committee.
13. The Company has complied with corporate governance requirements as specified in Regulations 17 to 27 of Listing Regulations, 2015, regarding Board of Directors, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, etc. and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Listing Regulations, 2015 pertaining to certain data on the Company's website.