CORPORATE GOVERNANCE REPORT
1. Company's philosophy on code of Governance
The Company believes that good corporate governance is essential to achieve long term corporate goals and enhance shareholder value. The company is committed to produce sugar and value added by-products of good quality and strive for continuous improvement in all spheres of its activities to create value that can be sustained over a long term for all its shareholders, employees, customers, government and lenders. The Company endeavours to ensure that high standards of ethical conduct are maintained throughout the organization.
The terms of reference of Audit Committee includes matters specified in section 147 of the Companies Act 2013 and Clause 49 of the Listing Agreement ( as revised with effect from 1.10.2014). The brief description of such terms of reference are as follows:
Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
Recommendation for appointment, remuneration and terms of appointment of auditors of the company; Approval of payment to statutory auditors for any other services rendered; Review of accounting and financial policies and practices;
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
Evaluation of internal financial controls and risk management systems;
Reviewing with the management, the quarterly / annual financial statements and Auditors' Report before submission to the Board for approval;
Approval or any subsequent modification of related party transactions; - Other terms of reference included from time to time based on provisions of Clause 49 of the Listing Agreement / Companies Act 2013.
4. Nomination and Remuneration Committee (NR Committee) The NR Committee consists of the following Directors as members: Mr.G.R.Karthikeyan (Chairman) Independent Director Mr.R.C.H.Reddy (Member) Independent Director
Mr.Raja M.J.Abdeen (Member) Non-Executive and Non-Independent Director
Terms of reference:
- To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal.
- To carry out evaluation of every Director's performance
- To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees
- To formulate the criteria for evaluation of Independent Directors and the Board
- To devise a policy on Board diversity
- To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria
- To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable;
- To perform such other functions as may be necessary or appropriate for the performance of its duties.
The Nomination & Remuneration Policy is annexed with Board's report.
During the year, three meetings of the NR Committee were held respectively on 14th May 2014, 24th July 2014 and 13th February 2015 and all the Members attended the meetings.
5. Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee is headed by Mr. Raja M.J. Abdeen, Non-Executive Director. Mr. M. Ponraj, Company Secretary is the Compliance Officer. During the year 2014-15, one complaint was received and the same has been resolved to the satisfaction of the shareholder/s. As of 31st March 2015, there are no complaints/queries pending reply. An exclusive email ID for addressing shareholders grievances, viz., firstname.lastname@example.org is already available.
6. Corporate Social Responsibility Committee ('CSR Committee')
The Company is not required to constitute a CSR Committee u/s 135(1) of the Companies Act, 2013. However, the Company has voluntarily constituted a CSR Committee. The CSR Committee constituted consists of the following Directors as members:
Dr. K. Mohan Naidu Chairman (Independent Director)
Mr. Raja M.J. Abdeen Member (Non-executive & Non-Independent Director)
Mr. R. Varadarajan Member (Executive Director)
A broad term of reference of the CSR Committee is furnished hereunder:
a) To formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;
b) To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;
c) To monitor the CSR policy of the company from time to time.
The Company was not required to incur any expenditure on CSR u/s135 of the Act. 7. Remuneration of Directors
8. Policy on Related Party Transactions
The Company has a policy on Related Party Transaction and the same has been displayed on the website of the Company. The web-link is furnished hereunder: <http://www.rajshreesugars.com/images/stories/policy1.pdf>
9. Policy on Material Subsidiaries
The Company has a policy on material subsidiaries and the same has been displayed on the website of the Company. The web-link is furnished hereunder: <http://www.rajshreesugars.com/images/stories/Policy_on_Material_Subsidiaries.pdf>
10. Familiarisation Program for Independent Directors
The Company has formulated a Familiarisation Program for its Independent directors to familiarize them 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 familiarisation programmes are disclosed on the company's website and a web link thereto is furnished hereunder: <http://www.rajshreesugars.com/images/stories/Familiarisation_Program_for_Independent_Directors.pdf>
11. A Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors
Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feed back forms for evaluation of the Board, Independent Directors and Chairman.
Independent Directors at a meeting without attendance of non-independent directors and anyone from the management, considered/evaluated the Board's performance, performance of the Chair person and individual Directors.
The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant director).
There are no materially significant transactions with related parties viz. promoters, directors or the management, their subsidiaries or relatives that have potential conflict with company's interests.
No penalty or strictures have been imposed on the company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
The Company has formulated the Whistle Blower Policy. Access to the Audit Committee has not been denied to any personnel.
The Company has complied with all the mandatory requirements of Clause 49 of the Listing agreement.
Investor complaints of non-receipt of dividends, non-receipt of annual reports, etc. forwarded by SEBI are periodically resolved and uploaded into SCORES (SEBI Complaints Redressal System) website and no complaints were pending during the year under review.
The Company has fulfilled non-mandatory requirement, namely, the Financial Statements are unqualified under Annexure XIII to the Listing Agreement.
14. Means of Communication
The company is publishing audited financial results / quarterly unaudited financial results and notice advertisements in The Hindu-Business Line and Dinamani (vernacular language) regularly. The Company is proposing to publish the financial results / notice advertisements in the Business Standard daily, in lieu of the Hindu Business Line.The company has also posted the corporate governance report, quarterly/annual results, shareholding pattern, and such other details as required under the Listing Agreement / Companies Act, 2013 in the Company's website www.rajshreesugars.com
The Company has not made any presentations to institutional investors or to the analysts.
15. General shareholder information
i. AGM Date, time and venue
Monday, the 10th August 2015 at 10.00 A.M Chamber Hall, Indian Chamber of Commerce and Industry, Avanashi Road, Coimbatore 641 018.
ii. Financial year : 12 Months ending 31st March
iii. Financial calender 2015-16
First quarterly results Before 15th August 2015
Second quarterly results Before 15th November 2015
Third quarterly results Before 15th February 2016
Audited yearly results Before end of May 2016
iv. Book Closure Date : 3rd August 2015 to 10th August 2015
v. Listing on Stock Exchange :
National Stock Exchange of India Limited
vi. Stock Code
BSE Limited 500354
National Stock Exchange of India Limited : RAJSREESUG
ix. Registrars and Share Transfer Agents (for physical & demat shares)
M/s SKDC Consultants Limited Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road Ganapathy, Coimbatore 641 006.
x. Share transfer system
Share transfers are registered and returned within a period of 30 days from the date of receipt, if the documents are clear in all respects by the Committee which meets every week.
xiii. Dematerialisation of shareholding and liquidity
87.889% of total equity share capital is held in dematerialized form with NSDL and CDSL.
xiv. Outstanding GDR/ADR/ Warrants or any convertible instruments, conversion date and impact on equity : Nil
xv. Plant locations
Unit I - Sugar, Cogeneration & Distillery Varadarajnagar PO, PIN 625 562. Periakulam Taluk, Theni District
Unit II - Sugar & Cogeneration Mundiampakkam PO PIN 605 601. Vikravandi Taluk Villupuram District
Unit III - Sugar, Cogeneration & Distillery Semmedu Village,Gingee Taluk, PIN 604 153. Villupuram District
xvi. Address for correspondence
"The Uffizi", 338/8, Avanashi Road Peelamedu, Coimbatore 641 004. Email ID: email@example.com firstname.lastname@example.org