CORPORATE GOVERNANCE REPORT
I. Company's philosophy on Corporate Governance:
Ethical dealings, transparency, fairness, disclosure and accountability are the main thrust to the working of the Ruby Mills. The Company believes in adopting and adhering to the best standards of corporate governance to all the stakeholders. The Company's corporate governance is, therefore based on the following principles:
• Appropriate composition, size of the Board and commitment to adequately discharge its responsibilities and duties.
• Transparency and independence in the functioning of the Board.
• Availability of information to the members of the Board and Board Committee to enable them to discharge their fiduciary duties.
• Adequate risk management and Internal Control.
• Protection of shareholders' rights and priority for investor relations.
• Timely and accurate disclosure on all matters concerning operations and performance of the Company.
The Company understands and respects its fiduciary role and responsibility to shareholders. The report on the Company's corporate governance, as per the applicable provisions of the Clause 49 is as under
II. Board of Directors :
Your Company's Board is a professionally managed Board, consisting of 11 Directors, in all, categorized as under:
I. Composition of Board of Directors:
For the financial year 2014-15, the Board of Directors comprised of Executive Chairman, Managing Director, Jt. Managing Director and an Executive Director along-with seven non-executive Directors.
Since the Chairman is an Executive Chairman the requirement of half of the Board of Directors as Independent Directors is met with by the Company in view of six Independent directors out of a total of eleven directors. The non-executive independent directors are eminent professionals and have experience in the field of finance, taxation, management, administration and law, bringing a wide range of expertise and experience to the Board.
II. Board Procedure and Access to information
The Board of Directors is responsible for the management of the business of the Company and meets regularly for discharging its role and functions.
The Board of Directors of the Company review all information provided periodically for discussion and consideration at its meetings in terms of Clause 49 of the Listing Agreement.
Detailed Agenda are circulated to the Directors in advance. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meetings. Where it is not practicable to enclose any document to the agenda, the same is placed before the meeting. In special and exceptional circumstances, additional item(s) on the agenda are permitted to be discussed at the Meeting.
During the year 2014-15, the Board met five times on the following dates 17th May, 2014, 14th August, 2014, 24th September, 2014, 14th November, 2014 and 5th February, 2015.
1. The Directorships held by Directors mentioned above; do not include Alternate Directorship and Directorship in Foreign Companies, Private Companies and Section 8 Companies.
2. In accordance with Clause 49, Memberships/Chairmanships of only the Audit Committees and Shareholders/Investors Grievance Committee in all Public Limited Companies (excluding The Ruby Mills Limited) have been considered.
3. *Shri Dilip J. Thakkar and Shri Shaunak J. Thacker independent directors of the Company had resigned from the Board w.e.f. 14th August, 2014.
III. Inter-se relationships among Directors
Shri M.C. Shah is the father of Shri Hiren M. Shah, Shri Bharat M. Shah & Shri Viraj M. Shah and husband of Smt. Aruna M. Shah. Except the above, there are no inter-se relationships among the Directors.
IV. Code of Conduct
The Company has adopted a Code of Conduct for the members of the Board and the Senior Executives in compliance with the provision of Clause 49 of the Listing Agreement. All the members of the Board and the Senior Management Personnel have affirmed compliance to the Code of Conduct as on 31st March, 2015 and a declaration to that effect signed by the Managing Director is given below.
I hereby confirm that:
"The company has obtained from all the members of the Board and senior management, affirmation that they have complied with the code of conduct for directors and senior management in respect of the financial year 2014-15"
V. Details of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting:
The provisions of Section 149 and 152(6) of the Companies Act, 2013 and rules made thereunder, stipulate that at least 1/3rd of the 2/3rd of the Directors of the Company other than independent directors, are liable to retire by rotation every year. Accordingly, Shri Bharat M. Shah, Shri V.M. Shah and Smt. A.M. Shah retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.
The brief profile of Shri Deepak R. Shah and their other relevant particulars are furnished in the Notice convening the 99th Annual General Meeting of the Company .
VI. Board Committees
To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board has constituted a set of Committees with specific terms of reference/ scope. The Board has established various Committees such as Audit Committee, Share Transfer & Stakeholders Relationship/Shareholders/Investors Grievance Committee, Nomination and Remuneration Committee, Social Responsibility Committee & Risk Management Committee. The minutes of the meetings of all committees are placed before the Board for discussion/noting/ratification.
i. Audit Committee
a. The Audit Committee of the Company met five times during the year as per the dates mentioned below: 17th May, 2014, 14th August, 2014, 24th September, 2014, 14th November, 2014 and 5th February, 2015.
b. The Audit Committee of the Board comprises of one Joint Managing Director and three non-executive, independent Directors. Recommendations of the Audit Committee, if any, are considered and implemented by the Board from time to time.
The Representatives of Statutory Auditor and Internal Auditor and Chief Financial Officer were also invited to attend the Audit Committee meetings. Shri Anup P. Shah was present at 98th Annual General Meeting of the Company held on 24th September, 2014 to attend and reply to the shareholders queries. Shri Pankaj Parkhiya, Company Secretary acts as Secretary to the Committee.
d. The Company generally considers and reviews all items listed in Clause 49(II)(D) of the Listing Agreement. The Committee mandatorily reviews information as per the requirement of Clause 49(II)(E) of the Listing Agreement and such other matters as considered appropriate by it or referred to it by Board.
ii. Nomination and Remuneration Committee:
The Board of Directors of the Company has constituted the Nomination and Remuneration Committee in conformity with and keeping a good balancing with the requirements under provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreements to determine and review the remuneration package of Managing/Whole-time/Executive/Independent Directors, senior officers of the Company, evaluating performance of directors/senior officer and to deal with other matters related to appointment and removal of managerial/ directors/ senior personnel.
a. Brief description of Terms of Reference
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.
c. Meeting of committee was held on 14th November, 2014 during the financial year ended 31st March, 2015. Presently, the Company does not have any Stock Option Scheme.
d. Remuneration Policy
The remuneration policy for Working Directors is in line with the other peer Companies and reviewed periodically. The payment of remuneration is duly approved by the Board of Directors upon the recommendation of the Nomination and Remuneration Committee and the Shareholders.
iii. Share Transfer & Stakeholders Relationship/Shareholders/Investors Grievance Committee:
Th e Board of Directors of the Company has constituted the Share Transfer and Stakeholders Relationship/Shareholders/Investors Grievance Committee in conformity with and keeping a good balancing with the requirements under provisions of Companies Act, 2013 and provisions of Listing Agreement.
iv. Social Responsibility Committee
The Board of Directors of the Company has constituted Social Responsibility Committee pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.
a. Brief description of Terms of Reference
To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013 to recommend the amount of expenditure to be incurred on the activities; and monitor the Corporate Social Responsibility Policy of the Company from time to time."
v. Risk Management Committee
The Board of Directors of the Company has constituted Risk Management Committee pursuant to amended Clause 49(VI) of Listing Agreement.
a. Brief description of Terms of Reference
To identify the risks impacting the Company's business and minimize the same by implementing Risk Management Policy.
a. Disclosure regarding materially significant related party transactions :
During the year under review, besides the transactions reported in Directors' Report, there were no other related party transactions with the promoters, directors and management that had a potential conflict with the interest of the Company at large.
All the transactions with related parties are periodically placed before the Audit Committee. The Register of Contracts detailing transactions in which Directors are interested is placed before the Board at every meeting for its approval. Transactions with related parties, as per requirements of Companies Act, 2013 and Accounting Standard 18, are disclosed in Schedule 32 Note No. 32.1 to the Accounts and in the Directors' Report part of the Annual Report and they are not in conflict with the interest of the Company at large.
b. Disclosure of non-compliance by the Company
No penalties 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.
c. Whistle blower and Vigil Mechanism policy:
The company has put in place a mechanism of reporting illegal or unethical behavior. Employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor/notified persons. The reports received from any employee will be reviewed by the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee in this respect. The Directors and senior management are to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice.
d. The Company has complied with the Mandatory requirements regarding the Board of Directors, Audit Committees and other Board Committees and other disclosures as required under the provisions of the revised Clause 49 of the Listing Agreement. The status of compliance in respect of non-mandatory requirement of Clause 49 of Listing Agreement is as follows:
(a) Maintenance of the Chairman's Office: The Company has an Executive Chairman and the office provided to him for performing his executive duties is also utilized by him for discharging his duties as Chairman. No separate office is maintained for the non-executive Chairman of the Audit Committee but Secretarial and other assistance is provided to him whenever needed, in performance of his duties
(b) Tenure of Independent Directors: Tenure of independent directors has been fixed for 5 years from 98th Annual General Meeting.
(c) Remuneration Committee: The Company has set up a Nomination and Remuneration committee consisting of three Non-Executive Independent Directors.
(d) Shareholders' Rights: Un-audited quarterly financial results are sent to the stock exchanges and published in the news papers as per the Listing Agreement.
(e) Training of Board of Directors: The Directors of the Company are persons from Business and Profession with experience in corporate sector. They are being kept posted with various statutory and regulatory changes which are applicable to the Company.
(f) Whistle Blower Policy: The Company has put in place a mechanism of reporting illegal or unethical behaviour. Employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor/notified persons. The reports received from any employee will be reviewed by the audit committee. It is affirmed that no person has been denied access to the audit committee in this respect. The Directors and senior management are to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice.
(g) Board disclosure - Risk Management: The Company has set up Risk Management Committee. The said committee shall be responsible for framing, implementing and monitoring the risk management plan for the company with main object to identify the risks impacting the Company's business and minimize the same by implementing Risk Management Policy.
e. In line with the circular no. CIR/OIAE/2/2011 dated 3rd June, 2011 from Securities and Exchange Board of India, the investor complaints are now centrally monitored through web based complaints redressal system called SCORES. The Company processes the investor complaints through this system and updates status periodically.
f. In line with the notification no. G.S.R. 352(E) dated 10th May, 2012 from the Ministry of Corporate Affairs, the Company has uploaded in its website the information regarding the unpaid and unclaimed dividends as on the date of the AgM including the name and address of the shareholders who haven't claimed the dividend, the amount to which the shareholders are entitled and the due date of transfer to Investor Education and Protection Fund Account.
V. MD/CFO Certification
Managing Director/Chief Executive Officer and Chief Financial Officer have issued necessary certificate pursuant to the provisions of Clause 49 of the Listing Agreement and the same is annexed and forms part of the Annual Report.
VI. Declaration regarding Code of Conduct
Board has laid down a Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company. The code has been circulated to all the Board Members and senior management and the same is available on the Company's website www.rubymills.com All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct during the financial year 2014-15.
VIII. Means of Communication
a. Newspapers: During F.Y 2014-15, financial results (Quarterly & Annual) are published in newspapers viz. The Financial Express and Navshakti in the format prescribed under Clause 41 of the Listing agreement with the stock exchanges where the shares of the Company are listed.
b. Website: In compliance with Clause 54 of the Listing Agreement, the Company is maintaining a website containing financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the company who are responsible for assisting and handling investor grievances. The company updates the contents of the website on a regular basis.
c. Annual Report: Annual Report is circulated to all the members within the required time frame.
d. Designated Email ID for Complaints/ Redressal: In compliance of clause 47(f) of the Listing Agreement entered with the Stock Exchanges, the Company has designated an email ID firstname.lastname@example.org exclusively for the purpose of registering complaints/ grievances by investors. Investors whose requests/ queries/correspondence remain unresolved can send their complaints/ grievances to the above referred e-mail ID and the same would be attended to promptly by the Company.
e. NSE Electronic Application Processing System (NEAPS) &BSE Listing Centre (BLC): The NEAPS & BLC are web based application designed by NSE and BSE for Corporate. The Shareholding Pattern, Corporate Governance Report and others Annually/Quarterly disclosures are filed electronically on NEAPS & BLC.
f. There were no presentations made to the institutional investors or analysts during the Financial Year 2014-15.
IX. General Shareholder Information
a. Annual General Meeting to be held :
Day, date, time and venue
Day : Wednesday
Date : 30th September, 2015
Time : 4.30 p.m.
Venue : Ruby House, J.K. Sawant Marg, Dadar (West), Mumbai - 400 028.
b. Financial Calendar 2015-2016
First Quarterly Unaudited Results : Within 45 days of the end of the quarter
Second Quarterly Unaudited Results : Within 45 days of the end of the quarter
Third Quarterly Unaudited Results : Within 45 days of the end of the quarter Audited Yearly Results for the Year
Ended 31st March, 2016 : Before 30th May 2016
c. Dates of Book Closure:
The Register of Members and Share Transfer Register closed from 19th September, 2015 to 24th September, 2015 (both days inclusive).
d. Dividend Payment Date:
The Dividend recommended by the Board of Directors, if declared at the meeting, will be payable to those Shareholders whose names are registered in the Register of Members of the Company on 18th September, 2015. The dividend in respect of Shares held in electronic form will be payable to the beneficial owners of the Shares as at the end of the business hours on 18th September, 2015 as per details furnished by the Depositories for this purpose.
e. Listing on Stock Exchanges at:
The Equity Shares of the Company are listed at
a. BSE Limited, Phiroze Jeejeebhoy Towers, Dalal street, Mumbai - 400 001.
b. National stock Exchange of India Limited, Exchange Plaza, Bandra - Kurla Complex, Bandra (E), Mumbai-400 051. Note: Listing fees have been paid to the above Stock Exchanges for the year 2015-2016
f. Stock / Company / Security / Common Code : Equity Shares.
a. Bombay Stock Exchange, Mumbai : 503169
b. National Stock Exchange of India Limited : RUBYMILLS
c. ISIN : INE301D01026
Shares of the Company are actively traded on BSE and NSE as is seen from the volume of shares indicated in the table containing stock market data and hence ensure good liquidity for the investors
i. Registrar and Transfer Agents :
The Company has engaged the services of Bigshare Services Pvt. Ltd., a SEBI registered Registrar as its Share Transfer Agents for processing the transfers, sub-division, consolidation, Splitting of Securities, etc. The requests for transfers, subdivision, consolidation, splitting of securities, demat and remat should be sent directly to Bigshare Services Pvt. Ltd. Shareholders have the option to open their accounts with either NSDL or CDSL as the Company has entered into Agreements with both these Depositories.
j. Share Transfer System:
The Company has appointed a Common Registrar for the physical transfer and dematerialisation of shares.
Presently the shares transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by the Company Secretary and same has been placed before Board Meeting. Shares certificates are registered and returned within the stipulated time of 15 days from the date of receipt, subject to transfer instruments being valid and complete in all respects. Physical Shares recorded for dematerialisation are processed and completed within the stipulated time if the documents are complete in all respects.
The Company obtains from a Company Secretary in Practice, half yearly certificates of Compliance with the Share transfer facilities as required under Clause 47(C) of the Listing Agreement with the Stock Exchanges and files a copy of certificate with the Stock Exchanges.
k. Secretarial Audit for Reconciliation of Share Capital:
A qualified Practicing Company Secretary carried out the Secretarial Audit pursuant to SEBI (Depositories and Participants) Regulations, 1996, on quarterly basis to reconcile the total admitted equity capital with National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued/paid-up listed equity capital of the Company.
The Secretarial Audit Report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the dematerialisation form.
l. Permanent Account Number (PAN) forTransfer of Shares in Physical Form:
SEBI vide its circular dated 20th May, 2009, has stated that for securities market transactions and off market transactions involving transfer of shares in physical form of Listed Companies, it shall be mandatory for the transferee(s) to furnish copy of PAN Card to the Company or Company's RTA for registration of such transfer of shares in physical form. Accordingly shareholders are requested to furnish copy of PAN Card to the Company or its RTA for registration of transfer of shares in their name.
n. Dematerialisation of equity Shares
As on 31st March, 2015, 97.99% of the Company's total equity shares representing 81,92,028 shares are held in dematerialised form and the balance 2.01% representing 1,67,972 shares are in physical form.
o. Plant (Manufacturing Units)
Dhamni Unit Address
Village Dhamni Off .SavroliKharpada Road Taluka Khalapur Dist.Raigad.Pin:410202
Kharsundi Address : Village Kharsundi SavroliKharpada Road Taluka Khalapur Dist.Raigad.Pin:410202
Address for Correspondence
a. Any query on Annual Report or Investors' Grievance Redressal:
By email: email@example.com <mailto:firstname.lastname@example.org> By telephone: 022-24387800
b. Investor Correspondence
For shares held in physical form
Bigshare Services Private Limited E-2/3, Ansa Industrial estate Sakivihar Road, Saki Naka, Andheri (E), Mumbai-400 072. Tel : 022-28470652 / 40430200 Fax : 022-2847 5207 Email : email@example.com
For shares held in Demat form
Investors' concerned Depository Participant(s) and/or Bigshare Services Private Limited
c. Unclaimed Dividends
Section 124 of the Companies Act, 2013, mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). In accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within a period of seven years, will be transferred to IEPF
Members who have so far not encashed their dividend warrants/DD are requested to write to the Company/Registrar to claim the same, to avoid transfer to IEPF. Shareholders are cautioned that once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.
q. Reconciliation of Share Capital Audit Report
The Reconciliation of share capital audit report, confirming that the total issued capital of the Company is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with National Securities Depository Limited and Central Depository Services (India) Limited, is placed before the Board on a quarterly basis. A copy of the Audit Report is submitted to BSE & NSE within 30 days of the end of each quarter.
r. Information pursuant to Clause 32 of the Listing Agreement.
The Company has no subsidiary and hence provisions for furnishing specific information are not applicable.