CORPORATE GOVERNANCE REPORT
1. Company's philosophy on Code of Corporate Governance.
At LCAL- Corporate Governance philosophy essentially is the system by which the company is directed and controlled by the management in the best interest of the stakeholders and others. Corporate Governance ensures fairness, transparency and integrity of the management. Corporate Governance is a way of life, rather than a mere legal compulsion. It further inspires and strengthens investor's confidence and commitment to the Company. The Company's Corporate Governance principles are fair, transparent, ethical processes and good practices.
LCAL recognizes the importance of transparency and integrity in dealings at all levels. The Company believes that the goodwill resulting from implementing a code of business ethics will, in due course, translate into economic gains. Stakeholders rate the companies that are managed properly and also have better Corporate Governance higher, which also ensures the optimum use of the human, physical and financial resources of an enterprise. The Company has integrated ethics into its corporate culture and concentrates on putting appropriate Corporate Governance mechanisms in place.
2. Board of Directors Composition of Board
i) At present the Board has an optimum combination of executive and non-executive directors, comprising of experts from various fields/ professions, the Board consisting of 11 Directors. 9 Directors are Non Executive out of which 6 Directors are Independent Directors.
ii) The composition of the Board of directors of the Company is in accordance with clause 49 of the Listing Agreement.
The Meeting of the Board of Directors and its Committees were scheduled well in advance and generally held at the company's corporate office in New Delhi. The Board meets atleast once a quarter to review the quarterly performance and financial results.
During the financial year 2014-15, Six (6) Board Meetings were held on 30.05.2014, 14.08.2014, 17.11.2014, 15.12.2014, 12.02.2015 and 20.03.2015. Membership, Attendance and Other Directorship
The composition of the Board and attendance of each director at Board Meetings held during the financial year ended on 31.03.2015 and last Annual
To enable better and more focused attention on the affairs of the company, the Board delegate particular matters to Committees of the Board set up for the purpose. These committees prepare the ground work for decision making and report at the next Board Meeting.
3. Audit Committee:
The Committee's composition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise / exposure.
A. Powers of Audit Committee
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
B. Role of Audit Committee
The role of the Audit Committee shall include the following:
1. Oversight ofthe company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions ofthe company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism.
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee of Directors ofthe Company comprised of three Directors including Independent Directors and Executive Directors.
Composition & Meetings:
The constitution of the Audit Committee are as follows:
1. Shri Rajbir Singh Makhni Chairman
2. Shri Chandra Shakher Pathak Member
3. Shri Ajay Virmani Member
During the financial year 2014-15, Five (5) Audit Committee Meetings were held on 30.05.2014, 14.08.2014, 17.11.2014, 15.12.2014 and 12.02.2015.
4. Nomination and Remuneration Committee (NRC)
Remuneration of Whole Time/Executive Directors, KMPs is considered by the Board of Directors, based on the recommendations of the Nomination and Remuneration Committee.
The terms of reference of NRC shall, inter-alia, include the following:
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 for their appointment and removal.
Composition & Meetings:
Presently Committee consists of three Directors and all of them are Independent Directors and Non-Executive Directors.
The constitution of the Nomination and Remuneration Committee are as follows:
1. Shri Sandeep Chaudhari Chairman
2. Shri Rajbir Singh Makhni Member
3. Mrs. Poonam Rawat Member
5. Stakeholders Relationship Committee
The Shareholder's/Investor's Grievance Committee renamed as Stakeholders Relationship Committee by the Board of Directors. The Committee also looks into the Redressal of shareholder's complaint like transfer of shares, non-receipt of annual report, dividend/ warrant etc.
Terms of Reference of the Committee, inter alia, includes the following:
• Oversee and review all matters connected with the transfer of the Company's securities.
• Approve issue of the Company's duplicate share / debenture certificates.
• Consider, resolve and monitor redressal of investors' / shareholders' / security holders' grievances related to transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend etc.
• Oversee the performance of the Company's Registrars and Transfer Agents.
• Perform such other functions as may be necessary or appropriate for the performance of its duties.
Composition & Meetings:
Presently Stakeholders and Relationship Committee is consisting of three Directors including Independent Directors.
1. Shri Rakesh Ahuja Chairman
2. Shri Rajbir Singh Makhni Member
3. Shri Ajay Virmani Member
During the financial year 2014-15, Four (4) Shareholder's/Investor's Grievance Committee were held on 30.05.2014, 12.08.2014, 14.11.2014 and 12.02.2015.
Shri Sandeep Singh, Company Secretary, is the Compliance Officer for complying with requirements of Securities Laws and Listing Agreements with Stock Exchanges.
6. Risk Management Committee -
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.
The objectives and scope of the Risk Management Committee broadly comprises:
• Oversight of risk management performed by the executive management;
• Reviewing the risk & its mitigation plans within framework and in line with local legal requirements and SEBI guidelines;
• Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;
• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.
Within its overall scope as aforesaid, the Committee reviews risks trends, exposure, potential impact analysis and mitigation plan. The Committee comprises Mrs. Poonam Rawat, Independent Director as its Chairman and Mr. Ajay Virmani, Managing Director and Shri Deepak Mathur, Director (Technical) as its member.
1. There are no materially significant related party transactions i.e. transactions material in nature having potential conflict with the interest of the company at large. Details of related party transactions are furnished under schedule to the 'Notes to Accounts' of the Financial Statement as at 31/03/2015.
2. There is no non-compliance, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
3. The company has established a Whistle Blower Policy and Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy
The Whistle Blower Policy and Vigil Mechanism are available at the website of the company www.lordschloro.com.
4. The Company has complied with all the mandatory requirements of Clause 49. As regard the non-mandatory requirements, Company tries to implement them to the extent possible.
9. Compliance Certificate
Certificate from the Practising Company Secretary, Mr. L. N. Taparia, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report
10. Means of Communications
The Unaudited Quarterly / Half Yearly Financial Results of the Company are published in English and local language news papers as required under the Listing Agreement and intimation of the same also sent to Stock Exchanges from time to time. The aforesaid results are also available on the Website of the Company www.lordschloro.com . Management discussion and analysis form a part of annual report and is given in a separate chapter thereto.
Day, Date & Time of AGM: Wednesday, 30th September, 2015 at 10.30 A.M,
Venue of AGM : Regd. Off. - SP-460, MIA, Alwar (Raj.)
Financial Year: 1st April, 2014 to 31st March, 2015
Book closure period: 28th September, 2015 to 30st September, 2015 (Both days Inclusive)
e- voting period : 26th September, 2015 (9.00 a.m) to 29th September, 2015 (5.00 p.m)
listing of shares : Bombay Stock Exchange, Delhi Stock exchange
STOCK CODE: 500284 (BSE)
SCRIP ID : LORDSCHLO
ISIN NO : : INE846D01012
vii) Registrar & Share Transfer Agents
M/s. Alankit Assignments Limited, " Alankit Height" 1E/13, Jhandewalan Extension, New Delhi - 110 055. Phone No. 011-42541234, 23541234 Fax No. 011-41543474. Email: email@example.com.
PLANT LOCATION : SP-460MATSYA INDUSTRIAL AREA, ALWAR (RAJ) -301030
ix) Addresses for Correspondence
1) SP-460, Matsya Industrial Area, Alwar (Raj.)- 301030
2) A-264, 1st Floor, Defence Colony, New Delhi - 110024.
x) Company Secretary & Compliance Officer : Shri Sandeep Singh
Email id : firstname.lastname@example.org
xi Share Transfer System & Dematerialization of Shares
The Company appointed M/s. Alankit Assignments Ltd. as Registrar and Share Transfer Agent (RTA) for share transfer work. The process for transfer/ transmission, on weekly basis and are complete in all respects, are processed within 15 days.
The Company's shares are traded in the Stock Exchanges compulsorily in demat modes. Therefore, for DEM AT, Shareholders are requested to kindly note that physical documents, viz Demat Request Forms (DRF) and Share Certificates etc. should be sent by their Depository Participants (DP's) directly to the Registrar and Transfer Agents (RTA). NSDL and CDSL, (Depositories) Mumbai have allotted ISIN INE 846D01012 for dematerialization of equity shares of the Company.
The Equity Shares ofthe Company is listed with Bombay Stock Exchange and Delhi Stock Exchange.
The Company has paid listing fees to the exchange namely Bombay Stock Exchange upto the year 2015-2016. The Company is regularly complying with all the compliances of listing agreements with the stock exchanges.Annual Custodial fees for the year 2015-16 has been paid by the Company to NSDL/CDSL
xiii MD and CFO Certification
As required under Clause 49 of the listing agreement, necessary certificate, obtained from Managing Director and CFO of the Company for the financial year ended on 31st March, 2015 was placed before the Board of Directors of the Company.