REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is basically related to the principles of integrity, fairness, equity, transparency & commitment to the organisation. Corporate Governance is a journey for constantly improving sustainable value creation and is an upward moving target. The Company's philosophy on Corporate Governance is guided by the Company philosophy of knowledge, action and care. The company strongly believes on Corporate Governance and endeavors to continuously take initiatives to strengthen areas of Corporate Governance. The Company's philosophy on Corporate Governance is to practice transparency in operation and maintain a professional approach in dealing with its stakeholders.
In the conduct of the Company's business and its dealings, it abides by the principles of honesty, openness and doing what is right and fair. The Company is committed to doing things right way which means taking business decisions and acting in a way that is ethical and is in compliance.
The Company looks upon good Corporate Governance as a key driver of sustainable corporate growth and long term stakeholder value creation. Good Corporate Governance Practices enables a Company to attract high quality financial and human capital.
During the year, the Company has taken all steps to bring its corporate practices in line with the revised Clause 49 of the Listing Agreement. The Company will continue to focus its resources, strengths and strategies for creation and safeguarding of the shareholders' wealth and at the same time protect the interests of all its shareholders.
The cardinal principles of the Corporate Philosophy of Oswal Agro Mills Limited on the Corporate Governance can be summarized in the words -Transparency, Professionalism and Accountability with an ultimate aim of value creation.
1. BOARD MEETINGS, BOARD COMMITTEE MEETINGS AND PROCEDURES
The Board of Directors is the apex body constituted by shareholders for overseeing the Company's overall functioning. The Board provides and evaluates the Company's strategic direction, management policies and their effectiveness and ensures that shareholders' long-term interests are being served.
At present, there are 6 Directors on the Board of the Company. The Board comprises of Executive and Non-Executive Non-Independent Directors and Non-Executive Independent Directors including Women Director. None of the Directors of the Company's Board is a member of more than 10 committees and Chairman of more than 5 committees across all the companies in which they are Director. All the Directors have made necessary disclosures regarding positions held by them in other companies. Further, none of the Board of Directors of the Company holds office of Directorship in more than 15 companies. The required information as enumerated in Annexure 1A of Clause 49 of the Listing Agreement is made available to the Board of Directors for discussions and consideration at the Board Meetings.
c) Number of Board Meetings held and the dates of the Board Meetings
During the year under review Seven Board Meetings were held on 30/05/2014, 27/06/2014, 24/07/2014, 13/08/2014, 13/11/2014, 12/02/2015 and 07/03/2015. The maximum time gap between two consecutive Board Meetings are not more than four calendar months.
d) Board's Procedures
It has always been the Company's policy and practice that apart from matters requiring Board's approval by statute, all major decisions including quarterly results of the Company, financial restructuring, capital expenditure proposals, collaborations, material investment proposals in joint venture/promoted companies, sale and acquisitions of material nature of assets, mortgages, guarantees, donations etc. are regularly placed before the Board. This is in addition to information with regard to actual operations, major litigation feedback reports, information on senior level appointments just below the Board level and minutes of all Committee Meetings.
COMMITTEES OF THE BOARD
Oswal Agro Mills Limited has the following Committees of its Directors for the compliance with various Corporate Governance requirements:
1) Audit Committee
2) Stakeholders' Relationship Committee
The Constitution, functions and terms of reference of the Audit Committee are in conformity with Section 177 of Companies Act, 2013 read with Rules and clause 49 of the Listing Agreement with the Stock Exchanges. Your company has an audit committee at the board level which acts as a link between the management, the statutory and internal auditors and the Board of Directors and overseas the financial reporting process.
(a) The objects of constitution of the Audit Committee include:
i. Oversight of the Company's financial reporting process, and disclosure of financial information, so as to ensure accuracy of information.
ii. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditors and the fixing of audit fees.
iii. Approval of payment to statutory auditors for any other service rendered.
iv. Reviewing, with the Management, the annual financial statements before submission to the Board for approval, with particular reference to:
• Matters required to be included in the Directors' Responsibility Statement that is a part of the Directors' Report under Section 134 (5) of the Companies Act, 2013 ;
• Changes, if any, in accounting policies and practices and the reasons for the same;
• Major accounting entries involving estimates based on the exercise of judgement by the Management;
• Significant adjustments made in the financial statements arising out of audit findings;
• Compliance with listing and other legal requirements relating to financial statements;
• Disclosure of any related-party transactions; and
• Qualifications in the draft Audit Report.
• Compliance with listing and other legal requirements relating to financial statements;
• Disclosure of any related-party transactions; and
• Qualifications in the draft audit report.
v. Reviewing with the Management the quarterly financial statements before submission to the Board for approval, performance of the statutory and internal auditors, and adequacy of internal control.
vi. Reviewing, the functioning of the Whistle Blower Mechanism.
vii. Mandatorily reviewing the following information:
• Management discussion and analysis of financial condition and results of operations;
• Statement of significant related-party transactions;
• Management letters/letters of internal control weakness issued by the statutory auditors;
• Internal Audit Report relating to internal control weakness; and
• Appointment, removal and terms of remuneration of the Internal Auditor(s).
(b) Composition, Names of Members and Chairman
The Audit Committee comprises of Executive, Non-Executive and Independent Directors viz. Shri Abhey Kumar Oswal, Shri Anuj Sharma, Shri Harnish Bindra, Shri Bhola Nath Gupta and Shri Sunil Kumar Kulshrestha. The Audit Committee Meeting is chaired by an Independent Director in respective meeting.
Mr. Sunil Kumar Kulshrestha has resigned from the Directorship of the Company w.e.f. 25th June, 2014, Mr, Harnish Bindra has Appointed as Director and Member of the Audit Comittee w.e.f. 7th March, 2015, and Mr. Anuj Sharma has resigned from the Directorship of the Company w.e.f. 20th July, 2015.
All the members of the Audit Committee are highly knowledgeable in the Corporate, Finance, Accounts and Company Law matters. The Statutory Auditors are invited at the Audit Committee Meetings of the Company whenever required by the Committee. The Company Secretary acts as the Secretary of the Committee.
STAKEHOLDERS' RELATIONSHIP COMMITTEE a) Terms of Reference
The terms of reference of the Stakeholders' Relationship Committee is to look into the redressel of shareholders and investors complaints relating to transfer, transmission, Demat/Remat requests of shares, non-receipt of Annual Reports, non-receipt of declared dividends and other related matters.
(b) Composition and names of members
The Stakeholders' Relationship Committee consists of Executive, Non-Executive and Independent Directors viz. Shri. Abhey Kumar Oswal, Shri Anil Bhalla, Shri Bhola Nath Gupta, Shri Anuj Sharma and Shri Harnish Bindra.
i. None of the transaction with any of related parties was in conflict with the interest of the Company. Attention of Members is drawn to the disclosure of transactions with the related parties set out in the Notes on Account, forming part of Annual Report.
ii. During the last three years the company has not made any non compliance, no penalties were levied, no structure imposed on the company by the Stock Exchange or SEBI or any Statutory Authority on any matter related to the capital markets except a notice for non appointment of women director whereby the company has appointed a women director and informed to the exchange.
iii. The Company has complied with all the Mandatory requirements of Clause 49 of the Listing Agreement with Stock Exchanges on Corporate Governance. As regards the Non-mandatory requirements, the Company will endeavor to implement them to the extent possible.
iv. The Company has complied with all applicable accounting standards.
v. The Company has one subsidiary namely M/s. 'Oswal Overseas Ltd.' at UAE.
v. Board Disclosures (Risk Management)- The company has laid down procedures to inform the Board of Directors about Risk Management and its minimization procedures. The Audit Committee and Board of Directors review these procedures periodically.
vi. Whistle Blower Policy: The Company has adopted a Whistle Blower Policy and has established the necessary mechanism for employees to report to the management, concerns, about ethical behavior or actual or suspected fraud or violation of the company's code of conduct or ethics policy and compliance mechanism under SEBI(Insider Trading)Regulation 1992 and 2015. Further no member of staff has been denied access to the Audit Committee.
6. CHAIRMAN'S CERTIFICATE
Chairman of the Company has furnished the requisite certificate to the Board of Directors under revised clause 49 of the Listing Agreement.
7. CODE OF CONDUCT
The Company has adopted a Code of Conduct for all Board Members and Senior Management of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis in compliance with the applicable laws, rules and regulation and the Articles of Association of the Company.
8. BRIEF RESUME OF DIRECTOR (S) TO BE APPOINTED/RE-APPOINTED
Details of the Director(s) seeking Appointment/Reappointment in the forthcoming Annual General Meeting pursuant to Clause 49 of the Listing Agreement, is given in the notes to the notice of the forthcoming Annual General Meeting.
9. MEANS OF COMMUNICATION
The Quarterly Financial Results of the Company are published in Newspapers in terms of Clause 41 of the Listing Agreement. The quarterly financial results are generally published in Ajit (Punjabi Edition) and The Pioneer (English Edition). Company has also displays its quarterly/annual results on its website on www.oswalagromills.com
10. GENERAL SHAREHOLDERS INFORMATION
Annual General Meeting is propose to be held
Date : 30th September, 2015
Day : Wednesday
Venue : Near Jain Colony, Vijay Inder Nagar, Daba Road, Ludhiana, Punjab.
Book Closure Date : 24th September, 2015 to 30th September, 2015 (both days Inclusive)
Dividend Payment : The directors have not proposed any dividend for the financial year ended 31st March, 2015
14. (a) Financial Calendar
Un-audited Financial Results
For the quarter ended Tentative Dates
30.06.2015 : 2nd Week of Aug, 2015
30.09.2015 : 2nd Week of Nov, 2015
31.12.2015 : 2nd Week of Feb, 2016
31.03.2016 : 2nd Week of May, 2016/4th Week of May 2016.
Next Annual General Meeting : Last week of September 2016
b) Listing at Stock Exchanges
The shares of the Company are listed on the following Stock Exchanges:
Stock Exchange Scrip Code
Bombay Stock Exchange Ltd. : 500317
The National Stock Exchange of India Ltd. : Oswal Agro
The Delhi Stock Exchange Ltd. : 00037
The U.P Stock Exchange Association Ltd. : Not Available
The Calcutta Stock Exchange Association Ltd. : Not Available
Madras Stock Exchange Ltd. : Oswal Agro
The Ahmedabad Stock Exchange Ltd. : Not Available
The Annual Listing Fee for the year 2015-16 has been paid to The National Stock Exchange of India Limited and Bombay Stock Exchange Limited.
f) Registrar & Share Transfer Agent
The Company has appointed M/s Skyline Financial Services Private Limited as Registrar & Share Transfer Agent for maintaining all the work related to share registry of both physical and electronic form. In case of any requirements for lodgement of transfer deeds and other queries shareholders can communicate at the following address: M/s Skyline Financial Services Private Limited D-153/A, First Floor, Okhla Industrial Area, Phase-I New Delhi-110020 Ph: 011-64732681-88, Fax-011-26812683 Email: firstname.lastname@example.org Website: www.skylinerta.com
g) Compliance Officer
Shri R P Jolly, Company Secretary is Compliance Officer of the Company. Email: email@example.com Web site: www.oswalagromills.com
h) Share Transfer System
The Shares of the Company fall under the Category of compulsory demat form for all the investors. The Share Transfer requests received in physical/demat form are processed and returned to the shareholders within stipulated time by the Registrar and transfer Agent of the Company.
i) Dematerialization of Shares
Trading in Shares of the company is permitted only in dematerialized form as per the circular issued by SEBI & 75.27% of the Equity shares of the company have been dematerialized up to 31st March, 2015. The ISIN No is INE-142A01012 for both NSDL and CDSL.
j) 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 other Convertible Instruments. k) Details of public funding obtained in last three years
The Company has not raised any Public funding in last three years.
l) Address for Correspondence
Oswal Agro Mills Limited Near Jain Colony, Vijay Inder Nagar, Daba Road, Ludhiana - 141 003 (Punjab) Phone No. 0161- 2544313 Website: www.oswalagromills.com
Oswal Agro Mills Ltd 7th Floor, Antriksh Bhawan, 22, K.G. Marg, New Delhi – 110001 Phone No. +9111-23715242 Fax No. +9111- 23716276 Email ID : firstname.lastname@example.org
For and on behalf of Board
OSWAL AGRO MILLS LIMITED
Date : 20. 07. 2015
Place : New Delhi