CORPORATE GOVERNANCE REPORT (2015-2016)
I. Statement on Company's philosophy on code of governance:
The Company's philosophy on corporate governance is to attain high level of transparency and accountability in the functioning of the Company and in its relationship with employees, shareholders, creditors, lenders and ensuring high degree of regulatory compliances.
The Company also believes that its systems and procedures will enhance corporate performance and maximize shareholder value in the long term.
II. Board of Directors:
The Board of Directors comprises of eight members out of them one is a woman director. They are responsible for management of the Company's business. The Board's role, functions, responsibility and accountability are clearly defined.
The Composition of the Board of Directors, attendance of each Director at the Board Meeting, last AGM, sitting fees paid and Number of other Directorship and Chairmanship/Membership of Committee of each Director in various companies is given below. Other directorships do not include alternate directorships, directorships of private limited companies, Section 8 companies and of companies incorporated outside India. Chairmanship/ Membership of Board Committees includes only audit and Stakeholders Relationship Committee.
2. Number of Board Meetings held and dates on which held:
During the financial year 2015-16, five Board meetings were held on the following dates: (a) 11th May, 2015 (b) 27th July, 2015 (c) 13th August, 2015 (d) 30th October, 2015 and (e) 2nd February, 2016
3. Disclosure of Relationships between directors inter-se:
Mr. P. T. Kilachand, Managing Director and Mr. N. T. Kilachand, Director are sons of Mr. T. R. Kilachand, Chairman of the Company.
4. Separate Meeting of Independent Director:
As stipulated by the code of Independent Directors under the Companies Act, 2013, the listing agreement and under regulation 25(3) of SEBI (LODR) Regulations, 2015, a separate meeting of the Independent director of the company was held on 22nd February, 2016 to review the performance of Non - Independent Directors and the Board as a whole, review of the performance of the Chairperson of the Company, assessment of the quality, quantity and timeliness of the flow of information between the Company's management and the Board and its committees.
5. Evaluation of Independent Directors and Boards Performance:
In compliance with the companies Act, 2013 and SEBI (LODR) Regulations 2015, the performance evaluation of the Independent Directors and Board as a whole was carried out during the year, the details of the same has been already given under directors' report.
6. Familiarization Program:
The Company has taken up the initiative to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the Company, etc. The details of such familiarization program has been disclosed on the company's website <http://www.polychemltd.com/Download/Polychem-%20Familiarisation%20Programme.pdf>
7. Details of Director appointed and re-appointed during the year:
The details of Director being appointed and re-appointed in the ensuing Annual General Meeting has been given in the 'Notice' calling the Fifty Ninth Annual General Meeting of the Company.
8. Code of Conduct:
The Company has framed and adopted a Code of Conduct, which is applicable to all the directors and members of the senior management in terms of Regulation 17(5)(a) of SEBI (LODR) Regulations, 2015. The said code, which came into effect from January 1, 2006, lays the general principles designed to guide all directors and members of the senior management in making ethical decisions.
All Directors and members of the senior management have confirmed their adherence to the provisions of the said code.
III. Audit Committee:
Audit committee has been reconstituted on 5th February, 2015 pursuant to the requirements of Section 177 of the Companies Act, 2013.
The Audit Committee comprises of the following Directors:
- Mr. V. V. Sahasrabudhe - Chairman
- Mr. P. T. Kilachand
- Mr. C. R. Desai
- Mr. Y. S. Mathur
Three members of the Audit Committee are independent. All members of the Audit Committee have knowledge of finance, accounts, company law. The quorum for audit committee meeting is minimum of two members.
Terms of reference of the Audit Committee are as per the guidelines set out in the listing agreement and Regulation 18 of SEBI (LODR) Regulations, 2015 that interalia, include overseeing financial reporting process, reviewing with the management the financial statements and adequacy of internal control systems.
Powers of Audit Committee:
The Audit committee shall have the following powers, which should include the following
(i) To investigate any activity within its terms of reference;
(ii) To discuss any related issues with the internal and statutory auditors and the management of the company;
(iii) To seek information from any employee;
(iv) To obtain outside legal or other professional advice;
(v) To secure attendance of outsiders with relevant expertise, if it considers necessary.
Review of information by Audit Committee:
The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Verify with regard to related party transactions, whether Committee laid down parameters for determining a particular transaction as significant and reviewed the necessity of such transactions;
3. Management letters / letters of internal control weaknesses issued by the statutory auditor;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
IV. Nomination and Remuneration Committee :
The Company had formed Remuneration Committee which is now re-constituted as Nomination and Remuneration Committee. It comprises of three Directors, All of them are Non-executive Independent Directors.
Terms of Reference of Nomination and Remuneration Committee :
The Committee is empowered -
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.
2. Formulation of criteria for evaluation of Independent Directors and the Board.
3. Devising a policy on Board diversity.
4. Identifying 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. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.
V. Stakeholders Relationship Committee :
The Shareholders'/Investors' Grievance Committee has been constituted as Stakeholders Relationship Committee with effect from 5th February, 2015 as per requirement of Section 178(5) of the Companies Act, 2013. The Committee has been delegated the power of attending to share transfers.
There are no transfers pending as at the date of certification of compliance of conditions of corporate governance.
The Committee would look into the redressal of the shareholders' complaints in respect of all matters including transfer of shares, non-receipt of Annual Report, non-receipt of Share Certificates and investors complaints etc.
Share Transfer formalities are attended to at least once a fortnight.
Ms. D.V.Chauhan, Company Secretary & Compliance Officer provided secretarial support to the Committee and was also the designated Compliance Officer of the Company.
No complaints were received during the year ended on 31st March, 2016 and no complaints were pending as on 31st March, 2016.
Mr. P. T. Kilachand, Managing Director, Mr. A.H.Mehta, Dy. Managing Director and Ms. K.V.Panchasara, Manager, Finance and Taxation & CFO, constitutes 'Management'.
1. Disclosures on materially significant related party transactions that may have a potential conflict with the interest of company at large.
The Board noted that certificate has been received from the management that there have not been any material financial or commercial transactions during the year where management has personal interest that may have a potential conflict with the interest of company at large.
The details of transactions of the company with the related parties have been disclosed as Note No.28 of the Notes on Accounts.
2. Details of Non-Compliance by the company, penalties, strictures :
There were no instances of non-compliance and no strictures or Material penalties imposed on the Company either by SEBI, Stock Exchange or any statutory authorities on any matter related to capital markets during the last three years.
3. Whistle Blower Mechanism:
The Company has adopted the whistle blower policy and has establish a vigil mechanism under Regulation 22 of SEBI (LODR) Regulations 2015, the details of mechanism and policy has been disclosed on the website.
It is hereby affirm that no person has been denied access to the audit committee.
4. Details of Compliance with Mandatory Requirements :
a) The company has complied with all the mandatory requirements as mention in clause 49 of the Listing Agreement as applicable till 30th November, 2015 and SEBI (LODR) Regulations, 2015 from 1st December, 2015 onwards.
b) The Company has executed the fresh Agreement with Stock Exchange as required under SEBI (LODR) Regulations, 2015 on February 10, 2016.
5. Web Link of Policies:
a) The Company has no subsidiary and hence there is no need to frame any policy for determining "material" subsidiary.
b) The Company is not dealing in commodity and hence disclosure relating to commodity price risks and commodity hedging activities not required.
6. There is no Non-Compliance of any requirement of Corporate Governance Report of sub-para (2) to (10) of the Part C of Schedule V of the SEBI (LODR) Regulations, 2015.
VIII. CEO/CFO Certification:
Mr. A.H.Mehta, Dy. Managing Director and Ms. K.V.Panchasara, Manager, Finance and Taxation & CFO, of the Company has certified to the Board that:
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief:-
1. These statements do not contain any materially untrue statements or omit any material fact or contain statements that might be misleading.
2. These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of their knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's code of conduct.
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee those deficiencies of which they are aware, in the design or operation of such internal control and that they have taken the required steps to rectify these deficiencies.
(d) They further certify that they have indicated to the Auditors and Audit Committee -
(i) there have been no significant changes in internal control over financial reporting during the year.
(ii) there have been no significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements.
(iii) there have been no instances of significant fraud of which they have become aware and the involvement therein, of management or an employee having significant role in the Company's internal control system over financial reporting.
IX. Discretionary Requirements under regulation 27(1) of SEBI (LODR) Regulations, 2015:
The company has complied with all the Mandatory requirements, apart from it the company has also adopted some non-mandatory requirements as follows
1. Audit Qualifications:
(a) The Company's financial statement for the year ended 31st March, 2016 does not contain any qualification.
(b) Secretarial Audit Report for the year ended 31st March, 2016 does not contain any qualifications.
2. Separate posts of Chairman and CEO : The Chairman of the Board's position is separate from that of Managing Director.
3. Reporting of Internal Auditor : The Internal Auditor reports to the Audit Committee.
X. Means of Communications:
The quarterly results are communicated to Bombay Stock Exchange Ltd., Mumbai. These results are also published in the one English Newspaper i.e The Free press Journal and one Regional language newspaper i.e Navshakti times. Results of 4th quarter i.e Quarter ended 31st March, 2016 has been uploaded on the website of the company i.e www.polychemltd.com
XI. General Shareholder Information:
AGM: date Time: 10th August, 2016. 11 a.m.
Maharashtra Chamber of Commerce, Industry & Agriculture Oricon House, 6th Floor, 12 K. Dubash Marg, Fort, Mumbai - 400 001.
Financial Year ; April 2015 to March 2016
e-voting period : From 9.00 a.m, Saturday, 6th August, 2016 to 5 p.m, Wednesday, 9th August, 2016.
Cut-off date for e-voting : 3rd August, 2016
Dates of Book Closure : Tuesday 12th July, 2016 to Tuesday 19th July, 2016 (both days inclusive)
Dividend Payment Date : Dividend will be paid within 30 days of approval of the same in the Annual General Meeting.
Listing on Stock Exchange
Bombay Stock Exchange Ltd. Mumbai
Demat ISIN Numbers in NSDL & CDSL for Equity Shares : INE 752B01024
Stock Code : Mumbai 506605
Market price Data: High, Low during each Month in the financial year 2015-16
See Table No. 1 below
Registrar and Share Transfer Agents
M/s. LINK Intime India Pvt Ltd.
C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078. Telephone: 022 25963838 Fax: 022 25946969 Email: email@example.com Website: www.linkintime.co.in
Share Transfer System
Share Transfers are registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects.
Distribution of shareholding & Category-wise distribution
See table No. 2 & 3
De-materialisation of shares and liquidity
See table No. 4
W91, MIDC Phase II,Dombivali (E ) 421 203.
Address for correspondence
Registered Office: 7, J.Tata Road, Churchgate Reclamation, Mumbai 400 020. Telephone: 022 22820048 Fax: 022 22850606 Email: firstname.lastname@example.org Website: www.polychemltd.com < CIN: L24100MH1955PLC009663