CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges)
The Company has complied in all material aspects with the Corporate Governance in terms of clause 49 of the listing agreement. The Company endeavors to maintain the highest business ethics and complies with all statutory and regulatory requirements. The Company believes that all the operations and actions must serve the underlying goal of enhancing the interest of all its stakeholders.
Board of Directors
The Company believes that an active, independent and participative board is a pre-requisite to achieve and maintain the highest level of Corporate Governance. At RPML, the Board approves and reviews strategy and oversees the actions and results of Management.
The management team of the Company is headed by the Managing Director Sh. Pramod Agarwal & Executive Director Sh. Arun Goel.
Composition of the Board
At present, the Board comprises of a total of Six Directors, out of which four are Non- Executive Directors.
Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. The meetings of the Board are usually held at RPML Works. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to ensure transparent decision making process by the Board.
Number of Board Meetings
During the financial year 2014-15, the Board of Directors of the Company met thirteen times on 14.04.2014, 30.05.2014, 14.07.2014, 14.08.2014, 04.10.2014, 14.11.2014, 18.11.2014, 19.11.2014, 16.12.2014,
Information provided to the Board
- Annual operating plans, budgets and any update thereof;
- Capital budgets and any update thereof;
- Minutes of the meetings of the Committees of the Board.
- Non-compliance of any regulatory/statutory nature of listing requirements and shareholder services such as non-payment of dividend, delay in share transfer, etc.
Details of Directors being appointed / re- appointed
Pursuant to the applicability of Section 149, 150 and 152 of the Companies Act, 2013 and all other rules, regulations made there under as well as the Listing Agreement with the Stock Exchange, the Board of Directors of the Company needs to be restructured in such a way that all the regulatory laws should be complied. In this context, the Board of Directors of the Company recommend to the members of the Company to appoint Smt. Amarjeet Sandhu to be appointed as the Independent Director on the Board of Directors of the Company as she qualify the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and she has also produced the certificate to this effect before the Board of Directors of the Company for meeting the criteria of independence as defined under Section 149(6) of the Companies Act, 2013. Shri Gyanveer Singh, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for the re-appointment. His Directorship and membership in other Public Limited Companies and/or its Committees are reported to be NIL. Shri Gyanveer Singh was appointed as an Additional Director at meeting of the Board held on 30th May, 2014. A notice under section 160 of the Companies Act’ 2013 has been received from a member in writing; proposing his candidature for office of Director, liable to retire at the ensuing annual general meeting and now put before the members for their approval.
Code of Conduct
RPML Board has adopted a Code of Conduct for members of the Board and senior management. The Code lays down, in detail, the standard of conducting business, its ethics and corporate governance.
The Non-Executive Independent Directors fulfill the conditions of Independence as specified in Section 149(6) of Companies Act, 2013 and rules made there under and meet with the requirements of Clause 49 of Listing
Agreement entered into with the Stock Exchanges.
A formal letter of appointment was issued to the Independent Directors of the company in the manner as provided under the Companies Act, 2013 and disclosed on the website of the Company.
Further, the details regarding programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are updated on the website of the Company (www.ramapaper.com) which is also explained in the Director’s Report.
COMMITTEES OF BOARD
A. AUDIT COMMITTEE
The Audit Committee of the Board was first constituted in the year 2001 with Shri Pramod Agarwal as the Chairman. The terms of reference of the Audit Committee are as per the guidelines set out in the listing agreement with the Stock Exchange that inter alia include the overview of the company's financial reporting process, review of the quarterly and annual financial statements, review of adequacy of internal control system, review of the financial and risk management policies and review of significant findings and adequacy of internal function etc.
During the financial year 2014-15, the Audit Committee met four times on 30.5.2014, 14.08.2014, 14.11.2014 and 14.02.2015.
Composition and Attendance
The Audit Committee consists of three Directors namely Shri Pramod Agarwal (Managing Director), Shri Prabhat Agarwal and Shri Manish Garg (Independent Directors). Sh. Manish Garg is the Chairman of the committee. During the year ended 31st March, 2014, four meetings of Audit Committee were held.
Terms of Reference:
The Audit Committee shall have powers, which should include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
ROLE OF AUDIT COMMITTEE
The role of Audit Committee includes the review of the following:
1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee
B. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of three Directors including two independent Directors.
During the year ended March 31st, 2015, One Meeting of Remuneration Committee was held.
TERMS OF REFERENCE
The role of Nomination and Remuneration Committee includes the following:
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 Remuneration Policy of the Company for Directors, Key Managerial Personnel and Senior Management is annexed to the Director’s Report. The Company’s remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in accordance with the existing industry practice.
C. STAKEHOLDER RELATIONSHIP COMMITTEE
The members of the committee are Shri Gyanveer Singh, Shri H S Bhimrao, Shri Prabhat Agarwal and Shri Himanshu Duggal. During the year ended March 31, 2015, one meeting of Committee were held. The attendance of each member of the committee at the Investors Grievance Committee meeting held is as under
The Stakeholders Relationship Committee is entrusted with the responsibility to resolve the grievances of security holders. The Committee monitors and reviews the performance and service standards of the Registrar and Share Transfer Agents of the Company i.e. Indus Portfolio Private Limited and provides continuous guidance to improve the service levels for investors. The Committee received and redresses the complaints of the shareholders in respect of matters pertaining to transfer of shares, non-receipt of Annual Report, dematerialization of shares, non-receipt of declared dividend etc
During the period under review, no resolution was passed through Postal Ballot.
1. Disclosures on materially significant related party transactions that may have potential conflict with the interests of company at large.
There were no transactions of materially significant nature with the promoters, the Directors or the Management or their subsidiaries or relatives that may have potential conflict with the interest of the Company at large. All the trasactions with the related parties were on arm’s length basis and are done under the ordinary course of business. However, the disclosure of related party transactions has been made in the Auditor’s Report. The transactions as stated in the Auditor Report were done in the Ordinary Course of business of the Company and are at the arm length price. These transactions don’t affect the interest of the Company and its stakeholders in any manner whatsoever.
2. Details of non-compliance by the company, penalties and strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
During the last three years, there has been no instance of non-compliance by the Company on any matter related to capital market. The management of the Company persue its best efforts to comply all the legal and statutory requirements as applicable to the Company
3. Whistle Blower policy and affirmation that no personnel have been denied access to the audit committee.
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has a Whistle Blower Policy for Directors & employees to report to the management about the unethical behavior, fraud or violation of Company’s Code of Conduct. The mechanism provides for adequate safeguards against victimization of employees and directors who use such mechanism and makes provision for direct access to the Chairperson of Audit Committee. None of the personnel of the Company has been denies access to the Audit Committee.
4. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause
The Company has complied with all the mandatory requirements of Clause 49. As regard the nonmandatory requirements, Company tries to implement them to the extent possible.
Means of Communication of Financial Results
The Quarterly Financial Results are uploaded at the Listing Centre portal of the Bombay Stock Exchange, where the Company's Shares are listed, after the conclusion of the Board Meeting at which the results are taken on record. The Company also publishes its Financial Results in the Newspaper (HINDI+ENGLISH) having a nationwide circualtion in compliance to the Listing Agreement entered into by the Company with the Stock Exchange.
Declaration under Clause 49-II (E) of the Listing Agreement
The Members of Rama Paper Mills Ltd.
I hereby declare that all Board Members and Senior Management Personnel of the Company have affirmed compliance with the provisions of the CODE OF CONDUCT during the financial year ended 31st March, 2015.
FOR AND ON BEHALF OF THE BOARD OF
RAMA PAPER MILLS LTD.
Sd/- PRAMOD AGARWAL
Date: 13th August, 2015
General Shareholders Information
The Annual General Meeting Date & Time : Wednesday, the 30th September 2015 at 11:00 A.M.
Venue : Rama Paper Mills Ltd. 4th Km. Stone, Najibabad Road; Kiratpur- 246 731, Distt. Bijnor (U.P)
Financial Calendar : 1st April 2014 to 31st March 2015
Adoption of Quarterly Results for the Quarter ending
1st Quarter ended 30th June, 2014 : 14th August 2014 (6th Week)
2nd Quarter ended 30th September, 2014 : 14th November 2014 (6th Week)
3rd Quarter ended 31st December, 2014 : 14th February, 2015 (6th Week)
Year ended 31st March, 2015 : 30th May 2015 (8th Week)
Book Closure Date : Friday the 25th September, 2015 to Wednesday the 30th September, 2015 both the days inclusive.
Name of the Stock Exchange where Company shares are listed
Mumbai Stock Exchange In Demat Mode as per the particulars mentioned below:
ISIN No. : INE 425E01013
Scrip Code : 500357 (BSE)
Registrar and Transfer Agents
M/s Indus Portfolio Pvt. Ltd. continue to be the Registrar and Transfer Agents for processing transfer, subdivision, consolidation, splitting of shares and for rendering depository services such as dematerialization and rematerialization of the Company's shares.
As the Company's shares are compulsorily to be traded in dematerialized form, members holding shares in physical form are requested to send the share certificate directly to the Registrar and Transfer Agents of the Company for dematerialization. Members have the option to open their accounts in Central Depository Services (India) Limited (CDSL) or National Services Depository Limited (NSDL) as the company has entered into agreements with both the depositories.
The Address of the Registrar and Transfer Agents is as under.
M/s Indus Portfolio (P) Limited G-65, Bali Nagar New Delhi-110 015. Tel No. 011-47671200 DP ID 12026000
Person to contact: Mr. Bharat Bhushan
Connectivity in National Services Depository Limited (NSDL)
The company has got connectivity from NSDL for activation of ISIN under the ISIN No. INE425E01013, which company already possess, dated 12th May, 2005.
Share Transfer System
All Physical share transfers are effected within 15 days of lodgment, subject to the documents being in order. The Investor Grievance Committee meets as and when required.
Communication regarding share transfer, change of address, dividend, etc. can be addressed to the RTA at the address given above. Shareholders’ correspondence/communication is acknowledged and attended to within the stipulated time, as applicable.
Dematerialization of Shares & liquidity
84.04% of the shares of the company have been dematerialized as on 31.03.2015 out of the Shares Listed with the BSE. However, the 208.33 Lacs Equity Shares held with the Promoter and Promoter Group are held in the Physical form