CORPORATE GOVERNANCE REPORT
1. PHILOSOPHY ON CODE OF GOVERNANCE
The Company firmly believes in and continues to practice good corporate governance. Corporate governance seeks to raise the standards of corporate management, strengthens the Board systems, significantly increase its effectiveness and ultimately serve the objective of maximizing the shareholders' value. The philosophy of the Company is in consonance with the accepted principles of good governance.
2. BOARD OF DIRECTORS
3. AUDIT COMMITTEE
i) Terms of reference - The role and terms of the reference of the Audit Committee covers the areas mentioned in Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. The Audit Committee reviews the Management Audit reports, Internal Audit reports and Action Taken reports of the Management thereupon, periodically. It also reviews the Annual Accounts and Quarterly Results of the Company before they are placed before the Board of Directors. The Audit Committee also meets the Statutory Auditors and Internal Auditors periodically and discusses the findings, suggestions and reviews the major accounting policies followed by the Company. The Minutes of the Audit Committee meetings are circulated to the Board.
The Audit Committee reviews the audited financial statements with reference to the Director's Responsibility Statement in terms of Section 134(3) (c) of the Companies Act, 2013. In addition to the above, the Committee also reviews the following: -
• Management discussion and analysis of financial conditions and results of operations.
• Statement of significant related party transactions submitted by the Management.
• Management letters/letters of internal control weaknesses, if any, issued by the statutory auditors.
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of the Chief Internal Auditor.
• The recommendation for appointment, remuneration and terms of appointment of auditors of the company;
• Review and monitor the auditor's independence and performance, and effectiveness of audit process;
• Examination of the financial statement and the auditor's report thereon;
• Approval or any subsequent modification of transactions of the company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the company, wherever it is necessary;
• Evaluation of internal financial controls and risk management system;
• Monitoring the end use of funds raised through public offers and related matters.
ii) Composition of Audit Committee - The Audit Committee comprised of three Members Shri D. N. Davar as its Chairman and Dr. S. R. Jain and Dr. R. C. Vaish, all of whom were Independent Directors. In view of resignation of Dr. S. R. Jain from the Board of Directors with effect from March 31, 2015 and resignation of Dr. R. C. Vaish from the Audit Committee with effect from May 02, 2015 and from the Board of Directors with effect from May 10, 2015, respectively, Shri Mahendra Singhi and Shri V.P. Sood have been inducted as members of the Audit Committee with effect from April 01, 2015 and May 04, 2015 respectively.
iii) Meetings and attendance - The meetings of the Audit Committee are usually held before the Board Meetings where the Financial Results of the Company are considered. The particulars of Audit Committee meetings held during the year 20142015 and the attendance of the members are as follows:
4. NOMINATION AND REMUNERATION COMMITTEE
i) Terms of reference -The terms of the reference of the Nomination and Remuneration Committee in brief are as under:
• Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board, Policy relating to the remuneration for the directors, key managerial personnel and other employees.
• Identify 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.
• Formulation of criteria for evaluation of Independent Directors and the Board.
• Devising a policy on Board diversity.
• Recommend to the Board, remuneration including salary, perquisite and commission to be paid to the Company's Managing Director, Joint Managing Director & Whole Time Director on an annual basis as well on their reappointment, wherever applicable.
• Recommend to the Board, the Sitting Fee (including any change) payable to the NonExecutive Directors for attending the meetings of the Board Committee thereof, and, any other benefits such as Commission, if any, payable to the Non-Executive Directors.
• Setting the overall Remuneration Policy and other terms of employment of Directors, wherever required.
ii) Composition of Nomination and Remuneration Committee - The Nomination and Remuneration Committee, constituted by the Board on May 13, 2014, comprised of Shri D. N. Davar as its Chairman, Dr. S. R. Jain, Dr. R. C. Vaish and Shri V.P. Sood as its members. Shri D. D. Atal was inducted as a member of the said Committee by the Board at its meeting held on July 24, 2015. In view of resignation of Dr. S. R. Jain, Shri D. D. Atal and Dr. R. C. Vaish from the Board of Directors with effect from March 31, 2015 and May 10, 2015, respectively, Shri Gautam Dalmia has been inducted as member of the Nomination and Remuneration Committee with effect from May 11, 2015.
The Nomination and Remuneration Committee was previously known as Remuneration Committee
5 STAKEHOLDERS' RELATIONSHIP COMMITTEE
i) Name of Non-Executive Director heading the Committee: Dr. S. R. Jain, Non-Executive and Independent Director was the Chairman of the
Stakeholders' Relationship Committee till March 31, 2015. After his resignation from the Board, Shri V. P. Sood, Non-Executive and Independent Director is the Chairman of the Committee with effect from April 01, 2015
i) Material Related Party Transactions: There has been no materially significant related party transactions that may have potential conflict with the interests of the Company at large.
ii) There has been no non-compliance by the Company and no penalties, strictures have been imposed on the Company by the stock exchanges or SEBI or any statutory body on any matters related to capital markets during the last 3 years.
iii) Whistle Blower Policy:
The Company has made a Whistleblower Policy for Directors &Employees on the recommendation ofAudit Committee and approval by the Board of Directors. The same is disclosed on the Company's website www.oclindialtd.com
No person has been denied access to the Audit Committee in terms of the said policy.
iv) Details of compliance with mandatory requirements and adoption of non-mandatory requirements
The Company has complied with all mandatory requirements of clause 49 of the Listing Agreement.
CEO and CFO Certificate in compliance with clause 49 is attached and forms part of this report.
The Company has three different persons appointed to the post of Chairman and Managing Director and CEO.
8. MEANS OF COMMUNICATION
The Company apprises the shareholders through Annual reports, publication of un-audited quarterly results and audited financial results in Economic Times (English) and in Oriya language newspaper. The Company is also giving information about its products through its Web site www.oclindialtd.in and www.ocl.in
GENERAL SHAREHOLDER INFORMATION
: Rajgangpur - 770 017 (Odisha)
Corporate Office: : 17Th Floor, Narain Manzil 23, Barakhamba Road New Delhi-110 001
Details of Plant location
: Cement and Refractory At/PO: Rajgangpur Dist: Sundargarh Odisha 770017.
Kapilas Cement Manufacturing Works At: Biswali, P.O.: Barunia, Dist: Cuttack Odisha-754082
OCL Bengal Cement Works At Village: Kulapachuria, PO: Beuncha, Via: Godapiasal, PS: Salboni, Dist: Paschim Midnipur, West Bengal, Pin-721 129
Financial year : 1st April to 31st March
Annual General Meeting Date, time and Venue
: 18th September, 2015 at 3.30 PM, Rest House of the Company at Rajgangpur-770017, Dist. Sundargarh (Odisha State).
Book Closure : 12th September 2015 to 18th September 2015 (both days inclusive).
: Dividend will be paid after 18th September, 2015 subject to declaration by the shareholders at the Annual General Meeting.
ii) Share Transfer system and Registrars & share Transfer Agents
Pursuant to directions of SEBI the facility to hold the Company's shares in electronic form is made available to the shareholders as the Company has joined both Depositories namely NSDL and CDSL. Share Transfer Documents for physical transfer and requests for dematerialization of shares are sent to the Company's Registrars M/s C B Management Services (P) Limited at P-22 Bondel Road, Kolkata- 700 019.
iii) Listing on Stock Exchanges
The Company's equity shares continue to be listed and actively traded on National Stock Exchange of India Limited and Bombay Stock Exchange Limited
Name of the Stock Exchange Code for Equity shares
The Bombay Stock Exchange Limited : 502165
The National Stock Exchange of India Limited : OCL
There are no outstanding GDRs/ADRs/Warrants or any convertible instruments.