1. Company's Philosophy on Corporate Governance
The salient features of the philosophy on Company's Corporate Governance hinges upon transparency and ethical practices in professional working environment conducive to optimal performance with focus on achieving shareholder's long term value growth through constant innovation, commitment to quality and customer satisfaction whilst exploring new avenues of growth.
2. Board of Directors
a) The Board of Directors consists of nine Directors out of which seven are non-executive Directors. All the Directors are eminent professionals with experience in Business, Industry, Finance and Law of which five are Non-Executive Independent and one Nominee Director. The Company has a non-executive Chairman.
The composition of the Board satisfies the requirement of Section 149 of the Companies Act, 2013 ("the Act") and Regulation 17(1) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
3. Audit Committee
The Company has a qualified and independent Audit Committee comprising of three Non-executive Independent Directors. The Managing Director, Jt. Managing Director, CFO, the Statutory Auditors, Cost Auditors and Internal Auditors are permanent invitees to the Committee meetings. The Terms of Reference of the Committee include the powers stipulated in Regulation 18(2)(c), the role of the Audit Committee and review of information pursuant to Regulation 18(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (referred as LODR) . The terms of reference also confirm to the requirements of Section 177 of the Companies Act, 2013.
There were four meetings of the Committee during the year ended March 31, 2015 on May 14, 2015, July 31, 2015, November 09, 2015 and February 09, 2016 respectively
4. Stakeholders' Relationship Committee
The Company has a three member Stakeholders' Relationship Committee of the Board of Directors under the Chairmanship of a Non-Executive Director to specifically look into the redressal of grievances of the investors namely shareholders and fixed deposit holders. The Committee deals with grievances relating to transfer of shares, non receipt of Balance Sheet or dividend, dematerialisation of shares, complaint letters received from Stock Exchanges, SEBI etc. The Board of Directors has delegated power of approving transfer/transmission of shares to the Committee. During the year, the Committee met ten times on May 05, 2015, May 14, 2015, June 17, 2015, July 31, 2015, August 19, 2015, September 17, 2015, October 29, 2015, November 09, 2015, December 14, 2015 and February 09, 2016
5. Corporate Social Responsibility Committee
As required under Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility Committee of the Board of Directors, which comprises of two Non-Executive Independent Directors and one Executive Director under the Chairmanship of a Non-Executive Independent Director. The terms of reference of this Committee are to comply with the requirements of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility Policy) Rules, 2014 and other relevant compliances. During the year Committee met twice on May 14, 2015 and November 09, 2015.
The details of the Members, their attendance and fees paid are as follows
6. Nomination & Remuneration Committee
The Nomination and Remuneration Committee of the Board of Directors of Company comprises of three Non-Executive Independent Directors. The terms of reference of this Committee include the role of Committee as stipulated in Regulation 19(4) of LODR and also confirm the requirement of Section 178 of the Companies Act, 2013. The broad terms of reference of the Nomination and Remuneration Committee therefore include recommending a policy relating to remuneration and employment terms of whole time directors, senior managerial personnel, identify persons who may be appointed as directors or in position of senior management of the Company, preliminary evaluation of every Director's performance, approval of remuneration and performance bonus of Directors and KMPs, Board diversity, compliance of the code of conduct for Independent Directors referred to in Schedule IV of the Companies Act, 2013, Compliance with the Company's Code of Conduct by Directors and employees of the Company, reporting non-compliance to the Board of Directors and any other matters which the Board of Directors may direct from time to time.
The Remuneration Policy recommended by the Nomination and Remuneration Committee has been accepted by the Board of Directors of the Company. The Committee also decides on payment of Performance Bonus and Commission to executive directors and non-executive directors respectively. The performance evaluation criteria for non-executive including independent directors are laid down by the Committee and taken on record by the Board of Directors. The brief outlines of the Remuneration Policy of the Company are as follows:
The objective of the Company's remuneration policy is to ensure that Company's Directors, Key Managerial Personnel and other senior management employees are sufficiently incentivised for enhanced performance. Following criteria shall be followed to determine the remuneration payable to Directors, Key Managerial personnel (KMP) and other Employees. Remuneration to Executive Directors may be linked with some or all of the following :-
• Increase in stakeholder's wealth
• Target achievement in term of sales, margin vis-a-vis industry bench mark
• Overall health of organization
• New initiatives taken and diversification by the organization
• Optimum utilization of resources of the organization
• Long term goal setting of the organization
• Industry Pattern
• Risk Mitigation
• Remuneration should be reasonable and sufficient to attract and retain directors of quality. Remuneration to Independent Directors:-
• Independent Directors are entitled for sitting fees and commission based on the performance of the Company. Remuneration to KMP may be linked with some or all of the following:-
• Achievement of given targets
• Increase in stakeholder's wealth
• Improvement made in the processes of the organization
• People management
• Optimum utilization of resources of the organization
• Industry pattern
• New Initiatives taken
Remuneration to other employees may be linked with some or all of the following:-
• Qualification, Experience and merits
• Initiative in optimization/increase in performance efficiencies
• Achievements of given target
• Industry Pattern
Remuneration of Executive Directors and KMPs shall be within such limits as prescribed by the Companies Act, 2013 and other statutes as applicable from time to time. In addition to the fixed monthly remuneration Executive Directors and KMPs shall be entitled to commission/performance bonus as determined by the Board from time to time based on the performance parameters set in this regard.
As a prudent practice at least 25% of the salary of KMP will be performance linked bonus to be paid at the end of the year based on the performance during the year.
The aggregate value of salary, perquisites, commission, performance bonus paid to Mr Arvind Goenka Managing Director is:
Salary: Rs. 51,00,000/-, Perquisites: Rs. 50,65,635/-, Contribution to PF and other Fund: Rs.13,77,000/-, Performance Bonus :Rs.42,00,000/-, Total : Rs.1,57,42,635/-.
The aggregate value of salary, perquisites, commission, performance bonus paid to Mr. Akshat Goenka Jt. Managing Director is:
Salary: Rs. 39,67,400/-, Perquisites: Rs.39,48,802/-, Contribution to PF and other Fund: Rs.10,71,198/-, Performance Bonus :Rs.34,70,000/-, Total : Rs.1,24,57,400/-.
Sitting fees paid to Non-Executive Directors for the year 2015 -2016 are as follows:
Mr. J P Goenka, Chairman - Rs.1,20,000/-, Mr. S J Khaitan - Rs. 4,10,000/-, Mr. B B Tandon - Rs. 2,90,000/-, Mr. O P Dubey
- Rs. 2,90,000/-, Mr. K Raghuraman - Rs. 2,30,000/-, Mrs. Runa Mukherjee - Rs.1,70,000 and Mr. H. S. Shashikumar - Rs. 1,20,000 (paid to LIC).
The Commission paid to Non-executive Directors for the year 2015 - 2016, which is within the limit prescribed in the Companies Act, 2013, is as below
Mr. J P Goenka, Chairman - Rs.2,00,000/-, Mr. S J Khaitan - Rs.12,30,000/-, Mr. B B Tandon - Rs.8,70,000/-, Mr. O P Dubey - Rs.8,70,000/-, Mr. K Raghuraman - Rs.6,90,000/-, Mrs. Runa Mukherjee - Rs.5,10,000/- and Mr. H S Shashikumar
- Rs.3,60,000/- (paid to LIC).
7. Risk Management Committee
As per the provision of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Risk Management Committee of the Board of Directors, which comprises of two Non-Executive Independent Directors and one Executive Director and two senior employees of the Company under the Chairmanship of a Non-Executive Independent Director. During the year Committee met once on November 09, 2015.
8. Independent Directors Meeting
During the year under review the Independent Directors met on February 9, 2016, interalia to discuss:
i. To review the performance of non-independent directors and the Board as a whole.
ii. To review the performance of the Chairperson of the company, taking into account the views of executive directors and non - executive directors.
iii. To assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties
Mr. H S Shashikumar was appointed as Nominee Director by LIC of India on the Board of Directors of the Company on 11.11.2013. Mr. Shashikumar retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume of Mr. H S Shashikumar is given below:
Mr. Shashikumar aged about 54 years is Director (Management Development Centre) of LIC of India, Mumbai. His career in LIC started in 1984 when he joined as a Direct Recruit Officer and has since worked on various assignments in different verticals and across geographies. He has worked as Sr. Divisional Manager of MDO 2 & MDO 3, General Manager LIC HFIL, Secretary (Mktg.) Central Office, Chief (P&GS), Central Office, Chief (SBU-Estate), Central Office and Executive Director, Health Insurance, Central Office, Hyderabad. He is not a Director in any other company.
(i) Disclosure on materially significant related party transactions, i.e. transaction of the Company of material nature, with its promoters, the Directors, or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interest of the Company at large:
No such transaction took place during the year ended 31st March, 2016.
(ii) Disclosure by Senior Management in accordance with Regulation 26(5) of LODR:
The Senior Management of the Company has confirmed to the Board of Directors that they do not have any personal interest relating to material, financial and commercial transactions entered into with the Company that may have a potential conflict with the interests of the Company at large.
(iii) Disclosure on compliance of law:
The Company has complied with the mandatory requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters related to capital markets during the last three years. No penalties or strictures were imposed by SEBI, Stock Exchanges, or any statutory authorities on any matter related to capital markets during the last three years.
(iv) Vigil mechanism / Whistle Blower Policy:
The Company has a Vigil mechanism/ Whistle Blower Policy which is posted on the website of the Company for its directors and employees to report their concerns about the Company's working or about any violation of its policies and no personnel are being denied any access to the Audit Committee.
(v) Code for prevention of Insider Trading Practices
In compliance with SEBI (Prohibition of Insider Trading) Regulation, 2015 (hereinafter referred to as "Regulation"), the Company has in place a comprehensive code of conduct for its Directors and Senior Management Personnel. Thecode lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company. Also the Board has adopted Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information as required under Regulation 8 read with Schedule A of Regulation.
Mr. Pranab Kumar Maity, Company Secretary, is the Compliance Officer who also acts as the Chief Investor Relations Officer.
(vi) Certificate from the Managing Director and Chief Financial officer
In terms of Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a Certificate from Mr. Arvind Goenka, Managing Director and Mr. Anurag Jain, Chief Financial Officer for the financial year ended 31st March, 2016 was placed before the Board of Directors of the Company in its meeting held on 30th May, 2016.
(vii) Sexual Harassment Policy
The Company has in place an Anti Sexual Harassment policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all employees of the Company. Internal Complaint Committee set up for the purpose did not receive any complaints for redressal during the year.
(viii) Details of compliance with mandatory requirements and adoption of non-mandatory requirement.
The Company has complied with all the Mandatory Requirements. The applicable Non Mandatory Requirements will be implemented by the Company as and when required and/or deemed necessary by the Board.
13. Means of Communication
In compliance with Clause 47 of the SEBI (Listing Obligation and Disclosure Requirements) 2015, the Company sends the quarterly / half yearly / audited results to the Stock Exchanges. Results are published in the Business Standard (all editions) and Arthik Lipi (Bengali). Quarterly Information and details of the Company in all respects are posted on the Company's website: www.occlindia.com The Company has made several presentations to Investor, which were informed to the Stock Exchanges as well as posted on the Company's website.
The Company has only one listed subsidiary company namely Schrader Duncan Limited with its Board having the rights and obligations to manage the Company in the best interest of their stakeholders.
Management Discussion & Analysis Report forms part of the Annual Report. SHAREHOLDER INFORMATION
a. Annual General Meeting :
Date and Time : 22nd July, 2016 at 10.30 A.M.
Venue : ICC Auditorium (10th Floor), Indian Chamber of Commerce ICC Towers, 4, India Exchange place, Kolkata - 700 001
b. Financial Calendar (tentative and subject to change):
The unaudited / audited financial results of the Company for following quarters ending/year ending will be published on or before the dates mentioned against the respective period:
For the Quarter ending 30th June, 2016 (Unaudited) : 14th August, 2016
For the Quarter ending 30th September, 2016 (Unaudited) : 14th November, 2016
For the Quarter ending 31st December, 2016 (Unaudited) : 14th February, 2017
For the Year ending 31st March, 2017 (Audited) : 30th May, 2017
Annual General Meeting for the year ending 31st March, 2017 : End of July 2017
c. Date of Book Closure : 16th July, 2016 to 22nd July, 2016 (both days inclusive)
d. Dividend will be paid on and from : 2nd August, 2016.
e. List of Stock Exchanges where shares are listed :
The Shares of the Company are listed with the following Stock Exchanges with the stock code mentioned there against:
1. The Calcutta Stock Exchange Limited, 7, Lyons Range, Kolkata - 700 001 : 25065
2. BSE Limited Phiroze Jeejeebhoy Towers , Dalal Street, Mumbai - 400 001 : 506579
3. National Stock Exchange of India Ltd. Exchange Plaza, Badra Kurla Complex, Bandra (E), Mumbai - 400 051 : OCCL
The Equity Shares of the Company got listed and admitted for dealing on National Stock Exchange of India Limited with effect from January 27, 2016.
The Company is in process of delisting its equity shares from The Calcutta Stock Exchange Limited.
h. Address for Correspondence for Share transfer and related matters:
All application for Transfer of Shares, dematerialisation of shares and other related matters may be sent to
M/S LINK INTIME INDIA PRIVATE LIMITED, Registrar & Share Transfer Agent of the Company for both physical shares and electronic connectivity, at the following address : Link Intime India Private Limited 59 C Chowringhee Road, 3rd Floor, Kolkata - 700 020 Phone - 033-2289 0540 Telefax- 033-2289 0539 E - mail: kolkata @ linkintime.co.in
i. Share Transfer System
All physical shares lodged with the Company or the Registrar and Share Transfer Agent of the Company, M/s Link Intime India Private Limited for transfer together with valid transfer deed were processed and returned to the shareholders within the stipulated period. In case of bad deliveries, relevant documents were returned immediately.
j. Dematerialisation of shares
94.91% of total Subscribed & Paid-up Equity Shares are held in dematerialised form with NSDL and CDSL as at 31st March, 2016. The ISIN No. of the Company for the Company's shares in demat segment is INE 321D01016. Members can hold shares in electronic forms and trade the same in Depository system. However, they may hold the same in physical form also.
k. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity: Nil
n. Plants Location
1. Plot 3 & 4, Dharuhera Industrial Estate P.O. Dharuhera, Distt. Rewari - 122 106, Haryana
2. Survey No. 141, Paiki of Mouje SEZ Mundra, Village & Taluka - Mundra Dist. Kutch-370421, Gujarat
o. Address for Correspondence
Registrar and Share Transfer Agent (For share and dividend related queries)
Link Intime India Pvt. Ltd. 59C, Chowringhee Road, 3rd Floor, Kolkata - 700 020 Telephone Nos. (033) 2289 0539/40 Fax - (033) 22890539 Email: Kolkata@linkintime.co.in Company
(For any other matter and unresolved complaints)
Oriental Carbon & Chemicals Ltd Duncan House, 31, Netaji Subhas Road, Kolkata - 700 001 Phone No 033-22306831 Fax No 033-22434772 E-mail: email@example.com
p. E-mail of Compliance Officer of the Company which is designated exclusively for the purpose of registering complaints by investors firstname.lastname@example.org
q. Website <http://www.occlindia.com>