CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON THE CODE OF CORPORATE GOVERNANCE
The Company's philosophy on Corporate Governance is to strive to do the right things. We explore innovative ideas and thinking with positive outlook. We stand and deliver our promises by adhering to highest standard of business ethics. We believe integrity is the foundation of our individual and corporate actions which drive our organization to make it vibrant. Our organization is based on trust between the different element of our organization with honesty and credibility. In its endeavor to achieve the higher standards of governance by adopting the best emerging practices, the Company not only adheres to the prescribed corporate governance practices in terms of the regulatory requirements but is also committed to sound corporate governance principles and practices.
2. BOARD COMPOSITION
The Board of Directors of the Company (Board) has optimum combination of Executive, Non-Executive Independent Directors as provided in the Listing Agreement to ensure independency and transparency in managerial decision making in Board and Committee Meetings, to secure the interest of the company, its employees, stakeholders and creditors. As on 31st March 2015 Board comprises One Executive Director, One Promoter Director and two Independent Non Executive Directors.
During the Financial Year 2014-15, Six Meetings of the Board of Directors were held on the following dates :
1) 30th May, 2014 2) 31st July, 2014 3) 31st Aug 2014 4)30th October, 2014 5) 30th January, 2015 6) 31st March, 2015
3. Audit Committee:
The Board has reconstructed the Audit Committee to meet the requirement of Section 177 of the Companies Act, 2013 read with clause 49 of Listing Agreement. The Audit Committee of Rama Pulp & Papers Limited consists of Two Independent Directors and One Executive Director of the Company. All the Directors have good knowledge of Finance, Accounts and Company Law. Majority of the members of the committee are Independent Directors as required under Section 177 of the Companies Act, 2013 and clause 49 of Listing Agreement.
During the financial year 2014-15, five meetings of Audit Committee were held on following dates:
1) 30th May, 2014 2) 31st July, 2014 3) 31st August 2015 4) 30th October, 2014 5) 30th January, 2015
The Terms of reference of the Audit Committee are in accordance with all the items listed in Clause 52 (II) (D) and (E) of the Listing Agreement which are as follows:
Power of Audit Committee
a. Investigating any activity within its terms of reference;
b. Seeking information from any employee;
c. Obtaining outside legal or other professional advice; and
d. Securing attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit Committee
a. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
b. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
d. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particulars reference to:
i. Matter required being included in the Directors 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
ii. Changes, if any, in accounting policies and practices and reasons for the same.
iii. Major accounting entries involving estimates based on the exercise of judgment by management.
iv. Significant adjustments made in the financial statements arising out of audit findings.
v. Compliance with listing and other legal requirements relating to financial statements.
vi. Disclosure of any related party transactions.
vii. Qualifications in the draft audit report.
viii. Reviewing, with the management, the quarterly and annual financial statements before submission to the board for approval.
ix. 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.
x. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
xi. 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.
xii. Discussion with internal auditors on any significant findings and follow up there on.
xiii. Reviewing the findings of any internal investigations by the internal auditors into matter 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.
xiv. 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.
xv. 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.
xvi. To review the functioning of the Whistle Blower Mechanism, in case the same is existing.
xvii Approval of appointment of CFO after assessing the qualifications, experience & background etc. of the candidate.
Review of information by Audit Committee
a. Management discussion and analysis of financial condition and results of operations.
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.
c. Management letters / letters of internal control weaknesses issued by the statutory auditors.
d. Internal audit reports relating to internal control weaknesses.
e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
4. NOMINATION AND REMUNERATION COMMITTEE:
In compliance with provisions of Section 178 of the Companies Act, 2013 your Board of Directors has reconstituted the Remuneration Committee as Nomination and Remuneration Committee consists of two Independent Directors namely Shri Mahesh Mehta, Chairman and Shri Ramniklal Salgia, Member.
Meetings and Attendance during the year
During financial year 2014-15, there were two meetings of the Committee held on 31.08.2014 and 30.01.2015 which were attended by both the Members.
Terms of reference
The role of the committee shall, inter-alia include the following:
a. 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.
b. Formulation of criteria for evaluation of Independent Directors and the Board.
c. Devising a policy on Board diversity.
d. 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 formal annual evaluation of the Board and its committees and Individual Directors is done on the basis of the criteria formulated by the Nomination and Remuneration committee.
5. STAKEHOLDERS, RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprise of two Independent Directors, viz Shri Mahesh Mehta and Shri Ramniklal Salgia.
Name & Designation and Address of the Compliance Officer
Ramesh Sidram Phadatare - Deputy General Manager, Rama Pulp & Papers Ltd. Office: 1, Chateau Windsor, 86, Veer Nariman Road, Churchgate, Mumbai - 400 020
Meetings and attendance during the year
During financial year 2014-15, there were two meetings of the Committee held on 31.07.2014 and 30.01.2015 which were attended by both the Members.
Terms of reference
The Committee has been constituted to resolve the complaints and grievances of the investors/stakeholders and also to function in an efficient manner that all issues / concerns of stakeholders are addressed / resolved promptly.
Related Party Transaction
The Company has no material significant transactions with its related parties which may have potential conflict with the interest of the Company at large.
Statutory Compliance, Penalties and Structures
The Company has complied with the requirements of the Stock Exchange / Securities and Exchange Board of India (SEBI / and Statutory Authorities to the extent applicable, and accordingly no penalties have been levied or strictures have been imposed on the Company on any matter related to capital markets during the last three years.
Whisle Blower Policy/Vigil Mechanism Policy
The Company has framed a Code of Conduct for Directors and Senior Management. At present, the Company has a formal Whistle Blower Policy / Vigil Mechanism Policy. The Directors of the Company affirms that no personnel have been denied access to the Audit Committee.
Reconciliation of Share Capital Audit
In line with the requirements stipulated by SEBI, Reconciliation of Share Capital Audit is carried out on a quarterly basis by a Practicing Company Secretary to confirm that the aggregate number of equity shares of the Company held in national Securities Depository Limited (NSDL). Central Depository Services (India) Limited (CDSL) and in physical form tally with the total number ofissued, paid-up, listed and admitted capital of the Company.
8 MEANS OF COMMUNICATION
The quarterly/half yearly/yearly financial results are regularly submitted to the Stock Exchange in accordance with the listing Agreement and also uploaded on the Company's will be posted on the Company's website - www.ramapulp.com
In addition to the financial results, we publish/upload (on Company's Website) the other information too, as required to be published/upload (on Company's Website) under the Companies Act, 2013 or The Listing Agreement or any other Laws applicable or as may be required in the public interest.
9. GENERAL SHAREHOLDER MEETING
a Date, Time and Venue
28th September, 2015 11.00 a.m. at Nath House, Nath Road, Aurangabad - 431 005.
b Financial Year
The Financial Year of the Company is from April 1 to March 31 of the following year.
c Date of Book Closure
25th September, 2015 to 27th September, 2015 (both days inclusive).
d Listing on Stock Exchanges
BSE and ASE
e Scrip Code/ID
f Financial Calendar (Tentative) :
Annual General Meeting
Results for quarter ending 30th June 2015 Last week of July, 2015
Results for quarter ending 30th Sep. 2015 Last week of Oct. 2015
Results for quarter ending 31st Dec. 2015 Last week of Jan. 2016
Results for quarter ending 31st March 2016 Last week of April 2016
Annual General Meeting September 2016
g Status of listing fees:
Paid for the year 2015-16.
h Registrar & Share Transfer Agents:
Bigshare Services Private Limited E/2-3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai - 400 072
i Demat ISIN Number in NSDL & CDSL for
Equity Shares: INE777A01015
10 Corporate Identification Number:
k Share Transfer System:
The Company's Shares are covered under compulsory dematerialization and are transferable through the Depository System. Shares sent for transfer in physical form are registered & returned within a period of thirty days from the date of receipt of the documents, provided the documents are valid and complete in all respects.
m Dematerialization of Shares and Liquidity:
The shares are compulsorily traded in de-materalised from and available for trading system at both National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
n Plant Location:
Plot No. 293-296, Phase II, G.I.D.C., Vapi - 396 195 Gujarat.
Address for Correspondence:
Bigshare Services Private Limited (Registrar and Share Transfer Agents) E/2-3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai - 400 072 Tel.No. +91-22-40430200 Email: email@example.com
Rama Pulp & Papers Limited
Nath House, Nath Road, Aurangabad - 431 005
Tel. No. +91-240-2376315/16/17
Email : firstname.lastname@example.org Website : www.ramapulp.com
Rama Pulp & Papers Limited
1, Chateau Windsor, 86, Veer Nariman Road, Churchgate, Mumbai - 400 020
Tel. No. +91-22-22875653/54/55
Email : email@example.com Website: www.ramapulp.com
Compliance Certificate of The Auditors
Certificate from the Company's Auditors, M/s. N.R.Agrawal & Company, Chartered Accountants confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.
CEO and CFO Certification
The Executive Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The annual certificate given by the Executive Director and the Chief Financial Officer is attached to this Report.
Compliance with Code of Conduct
As stipulated under the provisions of sub-clause (II) E(2) of Clause 49 of the Listing Agreement with stock exchanges, all the Directors and the designated personnel in the Senior Management of the Company have affirmed compliance with the said code for the financial year ended on March 31, 2015.
For and on behalf of the Board,
Place : Mumbai
Date : 28th August, 2015