(As required under Clause 49 of the Listing Agreement with the Stock Exchange)
The Directors present the Company' s report on Corporate Governance for the financial year ended March 31,2015.
1. Company's Philosophy on Code of Governance :
The Company's Corporate Governance principles have a strong pedigree of fairness, transparency, ethical processes and good practices. The core values of the organization include Quality, Trust, Leadership and Excellence. At RSFL, Governance has been a journey and we are continuously benchmarking our governance standards to global practices. These efforts give us the confidence of having put in place the right building blocks for future growth in prudent and sustained manner. This emanates from our strong belief that sound governance is integral to creating value on a sustainable basis.
2. Board of Directors : I) Composition:
The Board of Directors consists of professionals drawn from diverse fields, who bring in a wide range of skills and experience to the Board. The Board is broad-based and consists of eminent individuals drawn from management, echnical, financial and marketing fields. The Company is managed by the Board of Directors in coordination with the senior management team. The day-to-day operations of the Company are conducted by the Chairman and Managing Director, subject to overall supervision and control of the Board of Directors. The Non-Executive Directors and Indepen dent Directors bring external and wider perception and independence in the decision making process.
Board Procedures :
The Board generally meets once in quarter to review the quarterly business and financial performance of the Company. These Meetings are scheduled well in advance and the notice of each Board Meeting is given in writing to each Director. All the items on the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial / business plans and financial results, the same are tabled at the meeting.
The Agenda and the relevant notes are sent in advance separately to each Director and only in exceptional cases, the same is tabled at the meeting. The Minutes of the Board Meetings are also circulated in advance to all Directors and confirmed at subsequent meeting. The Board reviews the performance of the Company every quarter vis-a-vis the targets set by them and helps in a major strategic decisions and policy formulation. The Members of the Board are also free to recommend the inclusion of any matter for discussion in consultation with the Chairman.
The Board members are briefed at every Board Meeting, on overall performance of the Company, with presentations by Business Heads and Senior Management. The performance vis-a-vis budgets are also presented to the Members of the Board.
V) Profile of Board of Directors :
Brief resume of all the Directors, nature of their expertise in the specific functional areas, memberships/chairmanships of Board Committees and their shareholding in the company is given hereunder :
1. Mr. Harshavardhan B. Doshi - Chairman & Managing Director
Mr. Harshavardhan B. Doshi is a science graduate from University of Mumbai. He is son of late Mr. Bharat Gulabchand Doshi, one of the founder members of the company. He joined the Board in 1984. He has been associated with Sugar Industry for over three decades.
Mr. Harshavardhan B. Doshi is also Chairman of Acrow India Limited.
Mr. Harshavardhan B. Doshi is the promoter of the company and holds 2070 shares of the company in his name as on 31st March 2015.
2. Mr. Yazdi P. Dandiwala - Independant Director
Mr. Yazdi P. Dandiwala is a senior partner of M/s Mulla & Mulla & Craigie Blunt & Caroe, a leading firm of Advocates and Solicitors in Mumbai. He has been in practice for over three decades and has vast experience in the legal field and in particular on matters relating to corporate laws, banking and taxation. He joined the Board in 1991. He is a member of Audit Committee, the Stakeholders Relationship Committee and Nomination and Remuneration Committee. He does not hold any share of the company in his name as on 31 st March 2015.
3. Mr. Moorad Fazalbhoy - Independant Director
Mr. Moorad Fazalbhoy, is B.A (Hons) from York University, Toronto. He has been associated with the company since 1992. He has held several senior positions in his career including Chairman & Managing Director of Photophone Limited and Chairman of Photophone Cornel Private Limited. He is a member of Audit Committee, the Stakeholders Relationship Committee and Nomination and Remuneration Committee. He does not hold any share of the company in his name as on 31 st March 2015.
4. Mr. Nihal H. Doshi - Executive Director
Mr. Nihal H. Doshi joined the Board of Directors in 2008. Prior to joining Ravalgaon on an executive basis in 2011, Mr. Doshi was an Associate at Quadrangle Group, a private equity firm headquartered in New York, USA, focused on investments in media, communications and information services. Prior to joining Quadrangle Group, Mr. Doshi worked for Credit Suisse in the Mergers and Acquisitions group. Mr. Nihal Doshi graduated with a Bachelor of Science, Magna Cum Laude, inEeconomics from the Wharton School at the University of Pennsylvania. He is son of Mr. H. B. Doshi. Mr Nihal Doshi holds 291 shares of the company in his name as on 31 st March 2015.
5. Mr. H. P. Gandhi - Director
Mr. Gandhi is a BE Mechanical and Diploma in Electrical Engineering and has an experience of over 46 years in various industries including Sugar Industry in India and Abroad. Mr. H. P. Gandhi is appointed by the Board of Directors in their meeting held on 9th February 2015. He does not hold any shares in the company in his name as on 31 st March 2015
6. Mrs Ramola Mahajani - Independant Director
Mrs Ramola Mahajani has done Master of Arts in Applied Psychology, University of Bombay and Master of Science with Advanced Applied Psychology, University of Aston in Birmingham, UK. She is an Associate Fellow of the British Psychological Society and a Chartered Psychologist. Her areas of expertise include application of the principles of Occupational Psychology in Employee Selection, Training, Management Development and HR Planning. She has over 40 years of experience in Human Resources Development and is a Management Professional. Mrs Ramola Mahajani is appointed by the Board of Directors in their meeting held on 9th February 2015. She does not hold any shares in the company in her name as on 31 st March 2015.
3. Audit Committee :
The composition, quorum, powers, role, review of information, scope, etc., of the Audit Committee is in accordance with the Section 179 of the Companies Act, 2013 and the provisions of Clause 49 of the Listing Agreement. The Audit Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors. The Audit Committee inter-alia provides assurance to the Board on the adequancy of the internal control systems and financial disclosures. The Terms of Reference of the Audit Committee are as per the provisions and requirements of the Listing Agreements with the Stock Exchanges and in accordance with the Section 179 of the Companies Act, 2013. These broadly include approval of Annual Internal Audit Plan, review of financial reporting system, internal controls system, discussion on quartely, half-yearly and annual financial results, interaction with Statutory and Internal Auditors, In-camera meeting with Statutory and Internal Auditors, recommendation for the appointment of Statutory and Cost Auditors and fixing their remuneration, appointment and remuneration of Internal Auditors, Review of Business Risk Management Plan, Management Discussions & Analysis, Review of Internal Audit Reports, significant related party transactions. The Company has framed the Audit Committee Charter for the purpose of effective compliance of Clause 49 of the Listing Agreement. In fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice. Additionally, the following terms of reference were issued to the Audit committee by the Board of Directors:
(a) to consider and recommend to the Board the following:
i) Investment guidelines for treasury operations;
ii) Capital expenditure for enhancemen t of production capacity (excluding capital expenditure for normal maintenance / repairs / replacement).
(b) to review the Annual Budget.
(c) to take note of the significant decisions taken, or important developments considered at the various committee meetings and the Board meetings:
(d) to carry out any other duties that may be delegated to the Audit Committee by the Board of Directors from time-to-time.
The Audit Committee, while reviewing the Annual Financial Statements also reviewed the applicability of various Accounting Standards (AS) referred to in Section 129 & 133 of the Companies Act, 2013. Compliance of the Accounting Standards as applicable to the company has been ensured in the preparation of the Financial Statements for the period of 12 months ended 31 st March 2015.
4. Nomination and Remuneration Committee :
The terms of reference are :
1. Reviewing the overall compensation policy, service agreements and other employment conditions of Managing / Whole Time Director(s).
2. Reviewing the performance of the Managing / Whole time Director(s) and recommending to the Board the quantum of annual increments and annual commission.
I) Composition, Meetings and Attendance :
The Nomination and Remuneration Committee comprises of 4 directors, all of whom are Independent Non Executive Directors, the Chairman of the Committee is an Independent Non Executive Director nominated by the Board. The composition is as follows.
II) Remuneration Policy :
i) Remuneration to Non-Executive Directors :
The Non Executive Directors are paid sitting fees @ Rs. 2000/- for each meeting of the Board or any committee thereof attended by them. The compensation of Non Executive Directors is approved unanimously by the Board. None of the Non Executive Directors has no material pecuniary relationship or transactions with the company.
ii) Remuneration to Chairman and Managing Director and Whole Time Diretor(s): *
The appointment of Chairman & Managing Director and Whole Time Director(s) is governed by resolutions passed by the Board by Directors and shareholders of the company, which covers the terms of such appointment and remuneration read with service rules of the company. Payment of remuneration to Chairman and Managing Director and Whole Time Director(s) is governed by the respective agreements executed between them and the company. Remuneration paid to Chairman and Managing Director and Whole Time Director(s) is recommended by the Remuneration Committee, approved by the board and is within the limits set by the shareholders at the Annual General Meetings.
The remuneration package of Chairman and Manging Director and Whole Time Director(s) comprises of salary, perquisites and allowances, commission and contribution to Provident and other retirement benefit funds as approved by the shareholders at the Annual General Meetings. Annual increments are linked to performance and are decided by the Remuneration Committee and recommended to the Board for approval thereof.
The remuneration policy is directed towards rewarding performance, based on review of achievements, it is aimed at attracting and retaining high caliber talent. There is no separate provision for payment of severance fees under the resolutions governing the appointment of Chairman and Managing Director and Whole time Director(s).
Presently the company does not have a scheme for grant of stock options or performance-linked incentives for its Directors.
III) Remuneration to Directors :
i) Details of remuneration paid to Chairman & Manging Director, Mr. H. B. Doshi, and Executive Director, Mr. Nihal H. Doshi, for the year ended 31st March 2015 please refer to Annexture 1 Schedule 6 (I) of Directors Report
ii) a) Severance f ees not applicable b) Service contract for three years c) N otice period 6 months. No remuneration was paid to any non-executive director.
iii) Sitting fees aggregating Rs.52,000/-paid to Non executive Directors for attending the Board Meetings and Committee Meetings, please refer to Annexture 1 Schedule 6 (II) of Directors Report
5. Stakeholders Relationship Committee :
As a measure of good Corporate Governance and to focus on the investors' grievances and to expedite the transfer process in the physical segment, the Board has constituted a Stakeholders Relationship Committee, which comprises of three non-executive Directors Mr. Y. P. Dandiwala, Mr. Moorad Fazalbhoy, Mr. H. P. Gandhi, Mrs Ramola Mahajaniand and Mr Nihal Doshi.
During the year no complaint was received from Shareholders / Investors. The letters relating to dividend warrant, etc. were also attended to promptly. On periodical basis a report on share transfers and complaints were submitted to the Committee Members. No complaints were pending at the end of the period.
DETAILS OF SHAREHOLDERS' COMPLAINTS RECEIVED, NOT SOLVED AND PENDING SHARE TRANSFERS.
Number of Shareholders complaints received during the year Nil
Number of complaints not solved to the satisfaction of shareholders Nil
Number of pending share transfer: Nil (Except those rejected on technical grounds)
Shareholder's General Information :
Date, Time and Venue of AGM
Dates of Book Closure
Stock Exchanges & Scrip code ISIN NO.
Registered office and plant location Registered & Share transfer Agents: Company's E-Mail ID Share transfer agent's Email address Compliance Officer
: Monday, 7th September 2015at 4.00 P.M.
: Krida Mandal Hall, Ravalgaon-423108, Taluka: Malegaon, Dist. Nasik
: Tuesday, 1st September 2015 to Monday, 7th September 2015 (both days inclusive)
: The Bombay Stock Exchange, Mumbai. Scrip code is 507300 :INE615A01017
: P. O. Ravalgaon, Taluka-Malegaon, Dist. Nasik, Ravalgaon-423 108. Tel.: (02554)270238 / 270274 : Freedom Registry Ltd., Plot No. 101/102, 19th Street, MIDC Industrial Area, Satpur, Nasik-422007, Tel: (0253)235403 : firstname.lastname@example.org email@example.com: Mr. Snehal J Shah
Exclusive Email ID for redress of investor complaints : In terms of clause 47(f) of the Listing Agreement following email address is exclusive for shareholders complaints : firstname.lastname@example.org