Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company submits the report on matters mentioned in the said Regulation and the practices followed by the Company.
1. COMPANY'S PHILOSOPHY ON THE CODE OF GOVERNANCE
The basic objective of the Corporate Governance Policies adopted by the Company is to attain the highest levels of transparency, accountability and integrity. Your Company believes that Good Corporate Governance enhances the trust and confidence of all the stake holders
3. AUDIT COMMITTEE
The Audit Committee presently consists of three Independent Directors.
Name of the Members:-
Mr.S.Rajasekar (expired on 24.03.2016)
Mr.G.Vijayaraghavan ( upto 22.07.2015)
Mr. Raghu Bhale Rao (w.e.f20.10.2015)
Mr. F.S.Mohan Eddy ( w.e.f 14.03.2016)
All members of the Audit Committee are financially literate. The terms of reference stipulated by the Board to the Audit Committee cover the matters specified for Audit Committee under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year the Committee met four times on 27.05.2015, 22.07.2015, 20.10.2015 and 28.01.2016.
4. NOMINATION & REMUNERATION COMMITTEE
The constitution of the Nomination & Remuneration Committee are given as follows:-
Mr. A.D.Bopana - Independent Director
Mr. G.Vijayaraghavan (upto 22.07.2015) - Independent Director
Mr.S.Rajasekar (expired on 24.03.2016) - Non-executive Non-Independent Director
Mr. Raghu Bhale Rao (w.e.f 20.10.2015) - Independent Director
Mr. F.S.Mohan Eddy ( w.e.f 14.03.2016) - Independent Director
Role of Nomination & Rémunération Committee
¦ To formulate criteria for determining qualifications, positive attributes and independence of a Director.
¦ To formulate criteria for evaluation of Independent Directors and the Board.
¦ To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
¦ To carry out evaluation of Director's performance.
¦ To recommend to the Board the appointment and removal of Directors and Senior Management
¦ To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
¦ To devise a policy on Board diversity, composition, size etc.,
¦ Succession planning for replacing Key Executives and overseeing.
¦ To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
¦ To perform such other functions as may be necessary or appropriate for the performance of its duties.
NOMINATION & REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management, Key Managerial Personnel and their remuneration.
Contents of Nomination & Remuneration Policy
Executive Directors including Managing Director (MD) and Whole time Director (WTD) shall be paid remuneration comprising of several components (including fixed as well as variable), as may be decided and approved by the Board from time to time, on the recommendation of the Committee and also approved by the shareholders and the Central Government, if so required.
Such remuneration will be determined according to industry standards, experience, laws and regulations, prevailing market conditions and scale ofCompany's business relating to the position. The policy also contains the scope and criteria for evaluation ofindependent directors and the Board as a whole. Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) shall be paid such remuneration as recommended by the Committee and approved by the Board from time to time. However, for all KMPs (except for the MD/WTD) and/or SMP or other employees the Committee / Board may also authorize the person in charge of day-to-day affairs of the company to decide their remuneration based on their qualification, experience, expertise and their performance.
Details of Payments made to Non-executive Directors — In order to retain seasoned professional on the Board & to receive their valuable guidance, the non-executive directors may be paid such remuneration as permissible under the applicable provisions of the Companies Act, 2013 as amended from time to time.
5. DETAILS OF REMUNERATION PAID TO ALL THE DIRECTORS
The Company pays sitting fees to all non- Executive Directors at the rate of Rs. 10,000/- for each meeting of the Board and Rs. 5,000/- for each Audit Committee meeting attended by them. The Company also pays sitting fee to Independent Directors at the rate ofRs. 5000/- for each meeting of the Independent Directors attended by them. Sitting Fee at the rate of Rs. 3000/- is paid to Directors for attending the meetings of Nomination & Remuneration Committee.
6. STAKE-HOLDERS' RELATIONSHIP COMMITTEE
The Board has constituted a Stakeholders Relationship Committee comprising of Mr.Ajit Thomas, as Chairperson and MrA.D.Bopana as Member of the Committee. The Board has designated Mr.T.M.Hari Kumar, Company Secretary & CFO of the Company as the Compliance Officer.
(i) Related party transactions during the year have been disclosed in notes forming part of accounts as required under the Accounting Standard 18 issued by the Institute of Chartered Accountants of India. There were no materially significant related party transactions with Directors/Promoters/Management which had potential conflict with the interests of the Company at large.
(ii) There are no non-compliances by the Company and no penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to Capital Markets during the last three years.
9. MEANS OF COMMUNICATION
The Unaudited quarterly and Audited Annual Financial results are sent to the BSE Ltd., where the shares of the Company are listed. The results are also published in Trinity Mirror in English and Makkal Kural in Tamil.
10. GENERAL SHAREHOLDER INFORMATION
Annual General Meeting -Date and Time -Venue : August 08, 2016 at 10.00 a.m. Katary Estate, Katary Post, Coonoor, The Nilgiris - 643213
(ii) Financial Calendar (Tentative)
Unaudited Results for the
quarter ending 30.06.2016 : Before 15.08.2016
quarter ending 30.09.2016 : Before 15.11.2016
quarter ending 31.12.2016: Before 15.02.2017
Audited Financial Results for the year ending 31.03.2017 : Before end of May, 2017
(iii) Dates of Book Closure
02.08.2016 to 08.08.2016 (both days inclusive)
(iv) Dividend Payment Date : Within 25 days from the date of AGM
(v) Listing on Stock Exchanges : BSE Ltd
The Annual Listing Fees prescribed has been paid to the above Stock Exchange.
(vi) a) Stock Code: BSE Ltd NEAGI
b) Demat ISIN Number in CDSL for equity shares : INE 605D01012
(vii) Stock Market Data
BSE Ltd Rs. 842 (last traded price - April 21, 2016)
11. TRANSFER AGENTS
M/s. CAMEO CORPORATE SERVICES LIMITED Subramanian Building, No.1, Club House Road Chennai - 600 002.
12. SHARE TRANSFER SYSTEM
The Company's shares are traded in the Bombay stock exchange in demat mode. The transfer of physical shares of the company are now handled by our Transfer Agent M/s Cameo Corporate Services Limited, Chennai. Shares in physical mode, which are lodged for transfer either with the Company or with the Share Transfer Agent, are processed and the share certificates are returned to the transferees within 15 days of lodgement in case of Transfer and within 21 days in case ofTransmission, as per the listing agreement.
c. Dematerialisation of Shares
The shares of this Company are partially in demat form.
13. The Company has not issued any Global Depository Receipts/ Warrants and Convertible Bonds
14. PRODUCTION CENTRES
TEA : Katary & Sutton Estates, Katary Post Coonoor, The Nilgiris - 643 213
15. ADDRESS FOR CORRESPONDENCE P.B. No. 4260, Panampilly Nagar P. O., Kochi - 682 036 Telephone : 0484 - 2315312 Fax : 0484 - 2312541 E mail : firstname.lastname@example.org Website : www.neelamalaiagro.com
Declaration under Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding adherence to the Code of Conduct
In accordance with Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby confirm that, all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them for the Financial Year ended 31st March 2016.
For Neelamalai Agro Industries Ltd.,
DIN : 00018691
Place : Chennai
Date ; 30.05.2016