REPORT ON CORPORATE GOVERNANCE
PHILOSOPHY ON CODE OF GOVERNANCE
Lakshmi Mills is committed to sound practice of corporate functioning and maximise Customer satisfaction by offering the Quality Products at the right time at the reasonable price with the right service and comply with all regulations as applicable from time to time. At Lakshmi Mills the pursuit of perfection is an on-going process enabling it to look back with immense satisfaction on its past achievements and look forward with confidence to a promising and challenging future. The strategy is always to maintain the position of leadership through a systematic initiative in the product development giving the customers a quality product and to ensure high ethical standard in all its business activities.
BOARD OF DIRECTORS
In order to enable the Board to discharge its responsibilities and to have the operations effectively all statutory, significant and material information are placed before the Board on a quarterly basis.
BOARD MEETINGS AND ATTENDANCE
Four Board meetings were held on 26.05.2014, 25.07.2014, 10.11.2014 and 11.02.2015 during the period 1st April 2014 to 31st March 2015.
The figures within brackets denote the number of meetings held during the period 1st April 2014 to 31st March, 2015.
Directors' Induction and Familiarization
The Management ensures that induction and familiarization programmes are provided to Directors. The management provides information such as specific project, activity or process of the Company at the meeting of Board of Directors or otherwise.
The induction process is designed to:
a. build an understanding of businesses and the markets and regulatory environment in which it operates;
b. provide an appreciation of the role and responsibilities of the Director;
c. fully equip Directors to perform their role on the Board effectively; and
d. develop understanding of Company's people and its key stakeholder relationships.
Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The letter of appointment of Independent Directors has been posted on the Company's website - www.lakshmimills.com
In addition to the extensive familiarization programme, the Independent Directors are also taken through various business and functional sessions in the Board meetings including the Board meetings to discuss strategy.
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on 11.02.2015, inter alia, to discuss:
1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;
2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
3. 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.
COMMITTEE OF DIRECTORS
The Board has constituted the following Committee of Directors to deal with matters referred to it for timely decisions:
Apart from all the matters provided in clause 49 of the Listing Agreement and Section 177 of the Companies Act 2013, the Audit committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the company, compliance of adequate internal control system, Accounting Standards and financial disclosure and other issues conforming to the requirements specified by the Companies Act, 2013 and by the Stock Exchanges in terms of Listing Agreement.
The Committee comprises of the following four Non-Executive Directors as members:
1. Sri Satish Ajmera - Chairman
2. Sri D. Rajendran - Member
3. Sri R. Santharam - Member
4. Sri V.S. Velayutham - Member
Sri N. Singaravel, Company Secretary is the Secretary of the Audit Committee.
Four meetings were held on 26.05.2014, 25.07.2014, 10.11.2014 and 11.02.2015 during the financial year ended 31st March 2015 and details of attendance were furnished elsewhere in this Report.
Nomination and Remuneration Committee
The terms of reference of the committee are as follows:
1. 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;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Devising a policy on Board diversity;
4. 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 remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. The remuneration policy of the company has been annexed to the Boards' Report and can be accessed on the website of the Company at the link <http://www.lakshmimills.com/policies.html>
The Committee comprises of the following four Non-Executive Directors as members and the committee has met 3 times on 25.07.2014, 10.11.2014 and 11.02.2015 during the financial year ended 31st March 2015. The details of attendance were furnished elsewhere in this Report.
1. Sri D. Rajendran - Chairman
2. Sri Satish Ajmera - Member
3. Sri R. Santharam - Member
4. Sri V.S. Velayutham - Member
Stakeholders Relationship Committee
In compliance with SEBI guidelines on Corporate Governance as well as clause 49 of the Listing Agreement, the Committee was reconstituted on 30.07.2010 to specifically look into redressal of shareholders/Investors complaints, regarding transfer of shares, non-receipt of annual reports, dividend warrants, share certificates etc., and also the action taken by the Company on the above matters.
The Committee comprises of the following three Non-Executive Directors as its members and the committee met on 11.02.2015 during the financial year ended 31st March 2015. All the members were present for the meeting.
1. Sri R. Santharam - Chairman
2. Sri V. Jagannathan - Member
3. Sri Satish Ajmera - Member Sri N. Singaravel, Company Secretary is the Compliance Officer.
During the year the company has not received any complaints from the investors and there was no outstanding complaint as on 31.03.2015.
Share Transfer Committee
The Share Transfer Committee has been formed from the members of the Board, representatives of the Registrar and Share Transfer Agent and the Company Secretary and there are 5 members. During the year the Committee met
18 times and approved Transfer, Transmission of Shares and issuance of Duplicate Share Certificates. There were no pending share transfers as on 31.03.2015.
Corporate Social Responsibility (CSR) Committee
As required under section 135 of the Companies Act, 2013 the company has formed a CSR committee consisting of the following members from March 29, 2014.
1. Sri S. Pathy - Chairman
2. Sri Aditya Krishna Pathy - Member
3. Sri D. Rajendran - Member
The committee met on 11.02.2015 during the financial year ended 31st March 2015. All the members were present for the meeting.
CODE OF CONDUCT
The Code of Conduct for the Directors and Senior Management Personnel of the Company has been laid down and posted on the website of the company. The compliance of the said code of conduct by the Directors and Senior Management Personnel for the year 2014-15 has been affirmed by the Chairman and Managing Director.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company, as per SEBI (Prevention of Insider Trading) Regulations, 2015.
All the Directors and the designated employees have confirmed compliance with the Code. The Code has been
There are no materially significant related party transactions that would have potential conflict with the interests of the Company at large. Details of related party transactions are given elsewhere in the Annual Report. There has been no instance of non-compliance with any legal requirements nor have been any strictures imposed by any Stock Exchange, SEBI or any matters relating to the Capital Market.
The Company has complied with Accounting Standards in the preparation of Balance Sheet, Statement of Profit & Loss and Cash Flow Statement, as referred in the Directors' Responsibility Statement. The Company has not followed any, accounting treatment different from that prescribed in, any Accounting Standard. There is no pecuniary relationship or transactions by Non-Executive Directors with the Company. All the mandatory requirements have been complied with as stated in this report on Corporate Governance.
In accordance with requirement of Companies Act as well as listing agreement a Whistle blower mechanism (Vigil Mechanism) has been adopted by the Board of Directors and accordingly a whistle blower policy has been formulated with a view to provide a mechanism for employees of the company to approach the Chairman of the Audit Committee of the Company to report any grievance. The policy has also been posted on the website of the Company.
NON MANDATORY REQUIREMENTS
The company has adopted all the mandatory requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchanges.
The following non mandatory requirement is followed during the year under review:
The Internal auditors reports directly to the Audit Committee of the Board of the Company.
MEANS OF COMMUNICATION
The quarterly and annual financial results are published in the Business Line (English) and Dinamani (Tamil).
The Company Profile, Corporate information, Shareholding Pattern, Financial Statements, Code of Conduct for Directors and Officers and Product range are displayed in the Company's website www.lakshmimills.com
Quarterly Financial Results and Quarterly Shareholding Pattern are intimated to Stock Exchanges periodically and also posted in the portal hosted by BSE and www.corpfiling.co.in
There were no specific presentations made to Institutional Investors or to the analysts during the year
GENERAL SHAREHOLDERS INFORMATION ANNUAL GENERAL MEETING
Day & Date : Friday, 4th September, 2015
Time : 4.35 P.M.
Venue : Nani Palkhivala Auditorium, Mani Higher Secondary School, Pappanaickenpalayam, Coimbatore - 641 037.
Financial year : 1st April to 31st March
Announcement of Annual Results 2014-15 : 29.05.2015
Posting of Annual Reports 2014-15 : On or before 10th August, 2015
Evoting period : 01.09.2015 - 9.00 AM to 03.09.2015 - 5.00 PM
Last date of receipt of Proxy Forms : 02.09.2015
Date of Book Closure : 29.08.2015 Saturday to 04.09.2015 Friday (both days inclusive)
Date of payment of Dividend : On or before 03.10.2015
Announcement of Quarterly Results 2015-16 : July 2015, October 2015, January 2016 & May/June 2016
LISTING ON STOCK EXCHANGES
The equity shares of the Company are listed at : BSE Limited, Mumbai
Bombay Stock Exchange Limited, Stock Code : 502958
Listing fee for 2015-2016 have been paid in respect of BSE Ltd.
REGISTRAR & SHARE TRANSFER/DEMAT AGENT
M/s. SKDC Consultants Ltd., Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore-641 006.
SHARE TRANSFER SYSTEM
The share transfers are registered and share certificates returned within 20 days from the date of receipt if documents are in order. The share transfers are approved by the Share Transfer Committee. SHAREHOLDING PATTERN (as on 31.03.2015)
DEMATERIALISATION OF SHARES
The fully paid up Equity shares (ISIN No.INE938CO1019) of the Company are admitted in the demat mode by both the depositories of the country i.e. National Securities Depository Limited and Central Depository Services (India) Limited.
As on 31.3.2015, 5,93,732 Shares constituting 85.36% of the total paid up capital of the Company have been dematerialised. In view of the numerous advantages offered by the depository system, members have been requested to avail the facility of dematerialisation of the Company's shares.
The Company has not issued any ADR / GDR / Warrants or any Convertible instruments
The Companies Act, 2013 has provided the facility of nomination for the shares of the Company. The nomination form (Form SH-13) along with instructions is provided to the members on request.
The Company has 2 Plants situated at the following locations: Unit I : Lakshmipuram P.O., Kovilpatti. Unit II : Kuppuswamy Naidupuram, Palladam.
ADDRESS FOR CORRESPONDENCE
All correspondence from shareholders should be addressed to:
M/s. SKDC Consultants Limited Registrar and Share Transfer Agent Unit : The Lakshmi Mills Company Limited Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore-641 006. Phone : 0422-6549995, 2539835 - 36 Fax : 0422-2539837 Email : email@example.com Investors' grievances email id : firstname.lastname@example.org