CORPORATE GOVERNANCE REPORT
1. A BRIEF STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company believes in employing the highest standards of corporate governance practices and policies by upholding the principles of transparency in transactions, disclosure of information, integrity, social accountability and statutory compliance. The Company also endeavors to provide quality service and feedback to its investors, customers, business associates and the statutory agencies.
2. BOARD OF DIRECTORS
The Company has a non-executive chairman. The number of non-executive directors are 5 out of total board strength. The total board strength is Six out of which two are independent directors. The chairman is non executive and not related to the promoter. As required, independent directors constitute 1/3 of the board strength. None of the directors on the board is a member of more than 10 committees and chairman of more than 5 committees across all the companies in which he is a director. The necessary disclosure regarding committee positions has been made by the directors.
The names and categories of the directors on the board, their attendance at board meetings held during the year & at the last annual general meeting and the number of directorships and committee chairmanships/memberships held by them in other companies are given herein below. Other directorships do not include alternate directorships, directorships of private limited companies and companies incorporated outside India. Chairmanships/memberships of board committees include only audit and stakeholders relationship committees.
3. AUDIT COMMITTEE
The Company had re-constituted an audit committee pursuant to Section 177 of the Companies Act, 2013 on 06 August 2015 which comprises of two non-executive independent directors and one Non Executive Director. The broad terms of reference of audit committee are
a. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;
b. review and monitor the auditor's independence and performance, and effectiveness of audit process;
c. examination of the financial statement and the auditors' report thereon;
d. approval or any subsequent modification of transactions of the company with related parties;
e. scrutiny of inter-corporate loans and investments;
f. valuation of undertakings or assets of the company, wherever it is necessary;
g. evaluation of internal financial controls and risk management systems;
h. monitoring the end use of funds raised through public offers and related matters
i. oversee the vigil mechanism
j. other matters as provided in the clause 49 of the listing agreement.
k. Any other matter specifically prescribed by the Act, Rules and Board of Directors.
The scope and activities of the audit committee include the areas prescribed under clause 49 III (D) of the listing agreement with the stock exchanges. The audit committee has been granted powers as prescribed under the clause 49 III (C).
Pursuant to the Section 177 (9) of the Companies Act 2013, every listed company shall establish a vigil mechanism for their directors and employees to report their genuine concerns. Apart from the Vigil Mechanism listed company has to establish / update it's whistle blower mechanism enabling stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices.
Accordingly company has established VIGIL MECHANISM / WHISTLE BLOWER POLICY that has approved by the Board of Directors wide their meeting held on 06 August 2014.
A vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism via Vigilance Office and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The detailed process is described in the policy it self that is hosted and available at the company website as well as at the registered office of the company.
4. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of the companies Act, 2013 company has renamed it's remuneration Committee vide meeting of the Board of Directors of the company held on 27 May 2014. The name has changed to Nomination and Remuneration Committee from Remuneration Committee.
The remuneration committee was re-constituted on 06 August 2015 comprising of Mr Pundarik Sanyal, Mr R S Bajoria and Mr. Hemul Shah all being non-executive directors. Two meetings of the remuneration committee were held during the year on 06 August 2014 and 30 March 2015.
5. SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE
Pursuant to the provisions of the Companies Act, 2013 company has renamed it's SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE vide meeting of the Board of Directors of the company held on 27 May 2014. The name has changed to Stakeholders Relationship Committee.
The Committee will look into the redressal of investor complaints regarding transfer of shares, non-receipt of annual reports, bonus, dividend etc. During the year 2014-2015, 4 meeting of the Stakeholders Relationship Committee were held.
- Disclosure on related party transactions i.e. transactions of the Company with its promoters, directors or the management, relatives, bodies corporate in which the directors are interested etc. is appearing under note no. 26 (Notes to the Financial Statements) of the annual accounts. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large.
- Details of non-compliance by the Company, penalties, restrictions/strictures imposed by the stock exchanges and the SEBI and any other statutory authority on any matter related to the capital markets, during the last three years is NIL.
- The Company has at present not adopted the non mandatory requirements of corporate governance except for certain clauses regarding remuneration committee. However in line with its policy to ever improve the good corporate governance practices it is proposed to adopt all such practices in due course of time.
8. MEANS OF COMMUNICATION OF FINANCIAL STATEMENTS ETC., NEWSPAPERS WHERE PUBLISHED.
- Quarterly Financial statements are normally published in the Business Standard.
- The results are made available to the individual members through e-mail/courier/fax on specific requests.
- The results are also sent to the institutional investors/financial analysts on request.
- The financial results from the quarter ended December 31, 2004 onwards are also available on the Company's website - www.orientabrasives.com
- The Company does not send half year financial reports to the members individually.
- Management Discussion and Analysis Report forms an integral part of the Directors' Report.
Mr S G Rajgarhia, Director and Mr. Amar Singh Sihag, Chief Financial Officer have given the certificate pertaining to financial year 2014-15 to the board of directors which was taken note of at the board meeting held on May 16, 2015.
10. GENERAL SHAREHOLDER INFORMATION
Annual General Meeting
Date : 29 September 2015
Time : 12:30 P.M.
Venue : Sun Village Inn, A-14, Ring Road, Lajpat Nagar-IV, New Delhi – 110 024
Financial Year : March 31
AGM in : September
Quarterly Results :
1st quarter ended on June 30, 2015 : on or before August 15, 2015
2nd quarter ended on September 30, 2015 : on or before November 15, 2015
3rd quarter ended on December 31, 2015 : on or before February 15, 2016
4th quarter ended on March 31, 2016 : on or before May 15, 2016
Date of Book Closure/Record Date : from Wednesday, 23 September 2015 to Tuesday, 29 September 2015 (both days inclusive)
Dividend Payment Date : The final dividend, if declared, shall be paid/ credited by 02 November, 2015.
Listing on Stock Exchanges : National Stock Exchange of India Limited (NSE) Exchange Plaza, C-1, Block G, Bandra Kurla Complex Bandra (East), Mumbai 400 051
: Bombay Stock Exchange Limited (BSE) 25th Floor, P. J. Towers, Dalal Street, Mumbai 400 001
National Stock Exchange of India Limited : ORIENTABRA
Bombay Stock Exchange Limited : 504879
Listing Fees as applicable have been paid.
Corporate Identification Number (CIN) of the Company : L24299DL1971PLC005854
Registrar & Share Transfer Agents
Name and Address : Skyline Financial Services Private Limited D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi - 110 020 Telephone : +91 11-26812682,83, 30857575 (10 Lines) Fax : +91 11-30857562 E-mail : firstname.lastname@example.org, email@example.com Website : www.skylinerta.com
Share Transfer System
Transfer of these shares is done through the depositories with no involvement of the Company. Transfer of shares in physical form is normally processed within ten to twelve days from the date of receipt, if the documents are complete in all respects. The senior executives and the company secretary are severally empowered to approve transfers.
Dematerialisation of shares and liquidity
The Company's shares are compulsorily traded in dematerialized form and are available for trading on both the depositories in India viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Equity shares of the Company representing 97.71% of the Company's equity share capital are dematerialized as on March 31, 2015.
The Company's equity shares are regularly traded on the National Stock Exchange of India Limited and BSE Limited, in dematerialized form.
Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE569C01020.
Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity
The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence as on March 31, 2015, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments.
Transfer of Unpaid/Unclaimed amounts to Investor Education and Protection Fund
Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed/ unpaid dividend pertaining to the Company remaining unpaid or unclaimed for period of seven years from the date they became due for payment, have been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. No claim shall lie against the IEPF or the Company for the amounts so transferred nor shall any payment be made in respect of such claims. Members who have not yet encashed their dividend warrant(s) for the financial years 2007-08 and onwards, are requested to make their claims without any delay to the Company's Registrar and Transfer Agent, Skyline Financial Services Private Limited.
Unclaimed Suspense Demat Account
In accordance with Clause 5A of the Listing Agreement, an Unclaimed Suspense Demat Account has been opened with Stock Holding Corporation of India Limited and all equity shares in physical form lying unclaimed pursuant to Public/Rights/Bonus issued of the Company have been dematerialized and credited to said Demat Account. Whenever any request for said unclaimed shares is received, equity shares either in electronic or physical forms is issued to the claimant concerned after debiting said Demat Account
Abrasive Grains & Power Division
GIDC Industrial Area Porbandar Gujarat - 360 577
Address for correspondence:
Orient Abrasives Limited 1307, Chiranjiv Tower 43, Nehru Place New Delhi-110019 Telephone Fax e-mail website +91 11 26425446 / 7 +91 11 26443859 firstname.lastname@example.org www.orientabrasives.com
FCS 5651, CP 5236
Place : New Delhi
Date : May 16, 2015