CORPORATE GOVERNANCE PHILOSOPHY
Ruchi Infrastructure Limited (RIL) believes in conducting its affairs in a fair, transparent and professional manner and in maintaining the highest ethical standards in its dealing with all its constituents. RIL looks on Corporate Governance as a necessary tool for achieving all round business excellence reflected in enhanced shareholders’ value, without compromising on the needs and interests of other stakeholders. We have always aimed to build trust with shareholders, employees, customers, suppliers and diverse stakeholders and to meet the expectations of various elements of corporate environment. RIL has been discharging its statutory obligations and duties and has always complied with the statutory and regulatory requirements. Given below are the Company’s Corporate Governance policies and practices in accordance with the provisions of Clause 49 of Listing Agreement entered into with the Stock Exchanges.
2. BOARD OF DIRECTORS
The Board of Directors monitors Company performance, approves and reviews policies/strategies and evaluates management performance. The Board ensures legal and ethical conduct and accurate financial reporting to ensure that the long-term objectives of maximising profit and enhancing stakeholder value are met with.
(a) Composition and size of the Board
The Board of RIL consists of six directors. Mr. Dinesh Shahra, a promoter director was appointed as Managing Director of the Company with effect from 14th August, 2014. Mr. Sajeve Deora and Mr. Navamani Murugan are Independent non-executive directors. Mr. Naveen Gupta and Mr. Dinesh Khandelwal are non executive directors.
Mrs. Amrita Shahra Sachdev was appointed as an additional Non Executive woman director of the Company on 26th March, 2015. Mr. Vijay Kumar Jain resigned from the Board of Directors on 7th January, 2015 and Mr. Kanta Prasad Mandhana resigned from the Board of Directors with effect from 6th July, 2015. There is no institutional or nominee or government director on the Board. Except, Managing Director and the independent directors, all the directors are liable to retire by rotation.
Mr. Naveen Gupta is liable to retire by rotation. He is B.E. (Chemical Engineering). Born in 1949, he has more than 40 years of experience in varied fields of banking and project management.
Being an additional Director, Mrs. Amrita Shahra Sachdev, holds office upto the date of ensuing Annual General Meeting in terms of provisions of Section 161 of Companies Act, 2013. The Company is in receipt of notice in terms of provisions of Section 160 of the Companies Act, 2013 proposing her candidature as Director.
Mrs. Amrita Shahra Sachdev is a Bachelor of Business Administration specialized in marketing and psychology from Carnegie Mellon University, Pittsburgh, USA. She was associated with Ruchi Soya Industries Limited for a decade till September, 2013 as Head (Business Development). She possesses experience in marketing and business development and is contributing in renewable energy activities of the Company, since her appointment as woman director on the Board of the Company. She is not on Board of any other public limited Company. She is daughter of Mr. Dinesh Shahra, Managing Director of the Company and does not hold equity share in the Company.
The Company is also in receipt of notices in terms of provisions of Section 160 of the Companies Act, 2013 proposing candidature of Mr. Veeresh Malik and Mr. Krishna Das Gupta as Independent Directors of the Company.
Mr. Veeresh Malik, born in 1956, is an alumni of the Training Ship RAJENDRA 1973-75, and after a career at sea from 1975 to 1983 when he acquired the Certificate of Competency First Mate (FG), issued by Directorate General of Shipping, India, he got experience in different fields varied from ship-broking and chartering, working for various MNCs, working in the print and electronic media as well as perception management.
He possesses varied experience in shipping and marine industry and has stints with export, import, logistics, intermodal carriage and storage businesses. Presently, he is consultant for corporate clients in related fields and an active writer. He is not on the Board of any public limited company. He does not hold equity share in the Company.
Mr. Krishna Das Gupta, born in 1942, is M.Com., LL.B., M.Phil (Social Sciences) and holds Masters Diploma in Public Administration. He joined Indian Revenue Service in 1966 and worked in various capacities with Income tax department in Gujarat, Madhya Pradesh, New Delhi and Uttar Pradesh. He retired as Chief Commissioner of Income tax in 2002, and is on the Board of PTC Industries Limited, EMA India Limited, J.K. Cotton Limited and Shri Lakshmi Cotsyn Limited. He does not hold equity share in the Company.
(b) Board procedures
The Board of Directors met four times during the year on May 30, 2014, August 14, 2014, November 11, 2014 and February 9, 2015. The gap between any two meetings did not exceed four months, as mandated in Clause 49 of the Listing Agreement. The dates of the meetings were generally decided in advance.
(d) Code of Conduct
The Board of Directors has adopted a Code of Conduct for Directors and Senior Management. The said Code has been communicated to the Directors and Senior Management, who have affirmed the compliance thereof for the period ended March 31, 2015. The Code has been posted on the website of the Company.
3. AUDIT COMMITTEE
The objective of the Audit Committee is to keep a vigil on the Management’s financial reporting process with a view to ensure timely and transparent disclosure in the financial statements.
The terms of reference of the Committee are extensive and include all the requirements as mandated in clause 49 of the Listing Agreement read with Section 177 of the Companies Act, 2013. The role of the Committee includes overseeing and monitoring the financial reporting system within the Company and considering/re-viewing un-audited and audited financial results, as may be applicable, for the relevant quarters and year before being adopted by the Board. The Committee also focused its attention on topics such as review of internal audit reports, legal compliance reporting system, presentation of segment-wise reporting, review of internal control systems, major accounting policies and practices, compliance with accounting standards and risk management. The Committee also continued to advice the management on areas where greater internal audit focus was needed and on new areas to be taken up for audit purpose.
a) Constitution and Composition
During the year under review, the Audit Committee consisted of three Non-Executive Directors namely Mr. Kanta Prasad Mandhana (Chairman), Mr. Dinesh Khandelwal and Mr. Navamani Murugan. Mr. Kanta Prasad Mandhana, the Chairman of the Committee, an Independent Director resigned from the Board with effect from 6th July, 2015. Mr. Sajeve Deora, a practicing Chartered Accountant has been inducted in the Audit Committee with effect from 27th July, 2015. The re-constituted Audit Committee consists of (with effect from 27th July, 2015) Mr. Sajeve Deora (Chairman), Mr. Dinesh Khandelwal and Mr. Navamani Murugan. Two out of the three Non-Executive Directors are Independent. Statutory Auditor, Accounts and Finance executives are invited by the Audit Committee to be present at the meetings of the Committee. The Company Secretary acts as the Secretary to the Audit Committee.
b) Meetings and Attendance
The Audit Committee met four times during the year on May 29, 2014, August 13, 2014, November 10, 2014 and February 7, 2015. The meetings were scheduled in advance. Mr. Kanta Prasad Mandhana, Mr. Navamani Murugan and Mr. Dinesh Khandelwal attended all the Meetings. In addition to the Members of the Audit Committee, these meetings were generally attended by Statutory Auditor and executives of Accounts and Finance Department.
4. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee constituted for carrying out functions and responsibilities in terms of Section 178 of the Companies Act, 2013 is also accountable for :-
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.
During the year under review, the Committee comprised of Mr. Naveen Gupta, Mr. Navamani Murugan and Mr. Kanta Prasad Mandhana. Mr. Sajeve Deora has been inducted with effect from 27th July, 2015 after resignation of
Mr. Kanta Prasad Mandhana effective from 6th July, 2015. The re-constituted committee consists of Mr. Sajeve Deora (Chairman), Mr. Naveen Gupta and Mr. Navamani Murugan. The Company Secretary acts as Secretary to the Committee.
The Committee met once during the year on 14th August, 2014. The meeting was attended by all the members.
(a) Remuneration of Directors
Non-Executive Directors’ Compensation:
During the financial year, there was no pecuniary relationship or transaction between the Company and any of its
The following table shows the amount of sitting fee paid to Non-Executive Directors for attending meetings of board of directors and committee thereof held during the financial year 2014-15 and their shareholding as on March 31, 2015:
(b) Remuneration Policy
The Company’s Remuneration Policy for Directors, Key Managerial Personnel and other employees is provided on the website of the Company and is also annexed as Annexure V to the Directors’ Report.
5. STAKEHOLDER’S RELATIONSHIP COMMITTEE
The Committee has the mandate to look into the shareholders and investors’ requests on matters relating to transfer of shares and dematerialization of shares. The term of reference of the Committee also includes attending to complaints of non-receipt of Annual Report, non-receipt of dividend etc. In addition, the Committee also looks into matters which can facilitate better investor services and relations. Keeping these objectives in mind the Board of Directors of RIL constituted the “Stakeholders Relationship Committee” of the Directors, which during the year under review comprised of Mr. Dinesh Khandelwal, Chairman, Mr. Kanta Prasad Mandhana and Mr. Dinesh Shahra. With effect from 6th July, 2015, Mr. Kanta
Prasad Mandhana has resigned from the Board. The remaining members of the Committee form a duly constituted committee in terms of Section 178 of the Companies Act, 2013. Mr. Ashish Mehta, Company Secretary has been nominated as the Compliance Officer to ensure the due compliance of SEBI requirements and to look into shareholders’ grievances on a day-to-day basis and to liaise with SEBI in the matter of investors’ complaints.
During the period under review, Committee members met to discuss and review reports on investors’ queries, complaints regarding transfer, dividend, Annual Reports etc and the status of investors services rendered. Share transfers as approved by the Committee are notified to the Board at regular intervals and are taken on record by the Board at their meetings. The Committee met four times during the year on April 10, 2014, August 16, 2014, October 15, 2014 and January 7, 2015.
During the financial year 2014-2015, the Company duly addressed the requests received for transfer of physical shares, split of share certificate or for Balance Sheet, etc. No complaint was pending for more than 30 days as on March 31, 2015.
(a) Management Discussion and Analysis
This is given as a separate chapter in this Annual Report.
i. Transactions with related parties: The Company has not entered into any transaction of material nature with related parties that may have any potential conflict with the interest of the Company.
ii. Compliance by the Company: The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters related to capital markets during last three years. No penalties, strictures have been imposed on the Company by any Stock Exchange or SEBI or any other authorities relating to capital markets. The Company has generally complied with mandatory and most of the non-mandatory requirements of the clause 49 of the Listing Agreement.
iii. Whistle Blower Policy: The Company has formulated Whistle Blower Policy and displayed it on the website. No person was denied access to Audit Committee.
iv. Risk Management: The Board of Directors regularly review the risk management strategy of the Company to ensure the effectiveness of risk management policy and procedures. Further, the Board has constituted Risk Management Committee pursuant to clause 49 of the Listing Agreement.
7. MEANS OF COMMUNICATION
The quarterly and half-yearly un-audited financial statements prepared in accordance with the Accounting Standards laid down by the Institute of Chartered Accountants of India are generally published in Free Press Journal & Navashakti.
The Shareholders can visit the Company’s website www.ruchiinfrastructure.com for important Corporate Announcements and Board Meeting Information. The website also contains financial and shareholding information of the Company.
Besides being placed on the website, all the financial, vital and price sensitive official news releases are also properly communicated to the concerned stock exchanges.
II. POSTAL BALLOT
Approval of shareholders was obtained through the means of postal ballot for approval of members (1) to give any loan to any person or body corporate, give any guarantee or provide security in connection with loan to any other body corporate and person and acquire by subscription, purchase or otherwise , the securities of any other body corporate not exceeding of Rs. 1,000 Crores (2) to create such mortgage, charge and hypothecations in addition to the existing mortgages, charges and hypothecation created by the Company. The postal ballot process was conducted, as provided under the provisions mentioned under Section 110(1) (a) of the Companies Act, 2013, read with Rule 22(16) of Companies (Management and Administration) Rules, 2014. Mr. Prashant D.
Diwan, a Company Secretary in whole time practice was appointed as scrutinizer to conduct the postal ballot voting process. The result of postal ballot was declared on 30th September, 2014 and was also posted on the website of the Company.
(b) Annual General Meeting
Date : September 23, 2015
Time : 9.45 A.M.
Venue : Sunville Deluxe Pavilion, Sunville Building, 9, Dr. Annie Besant Road, Worli, Mumbai - 400 018.
Cut-off date for the purpose of voting by electronic means : September 16, 2015.
(c) Financial Calendar of the Company:
Adoption of quarterly result within 45 days from the end of quarter.
Book Closure Date – September 21, 2015 to September 23, 2015 (both days inclusive)
Dividend payment date or before October 22, 2015.
(d) Listing on Stock Exchange
The Equity Shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company confirms that it has paid the requisite annual listing fees due to such Stock Exchanges for the year 2014-15.
(e) Stock Code
Stock Exchange Stock Code ISIN Code Security Listed
BSE Limited 509020 INE413B01023 Equity Shares
National Stock Exchange of India Limited RUCHINFRA INE413B01023 Equity Shares
Registrar and Share Transfer Agent:
Sarthak Global Limited 170/10, R.N.T. Marg, Film Colony, Indore - 452 001. Email: firstname.lastname@example.org
(i) Share Transfer System:
Shares lodged in physical form with the Company/ its Registrar and Share Transfer Agent are processed and returned, duly transferred within 30 days normally, except in cases where litigation is involved. In respect of shares held in dematerialized mode, the transfer takes place instantaneously between the transferor, transferee at the depository participant(s) through which electronic debit/credit of the accounts are involved
(k) Dematerialization of Shares and Liquidity:
The shares of the Company are compulsorily traded in the dematerialised form and are available for trading under both the Depository Systems in India-NSDL and CDSL. 14,79,84,742 equity shares of the Company were in dematerilised form as on March 31, 2015.
(l) Outstanding Convertible Instruments:
As on 31st March, 2015, there were no outstanding GDRs/ADRs/Warrants or any other Convertible Instruments.
(m) Plant Location of the Company:
Ruchi Infrastructure Limited, Village Sejwaya, Ghatabhillod, Distt. Dhar, Madhya Pradesh - 454 773.
(n) Address for Communication:
The shareholders may address their communications, queries, suggestions and grievances to:
The Company Secretary & Compliance Officer
Ruchi Infrastructure Limited 615, Tulsiani Chambers, Nariman Point, Mumbai - 400 021. Tel. No: (022) 22824851/66560600, Fax No: (022) 22023160 e-mail: email@example.com;
The shareholders may also e-mail their queries, suggestions and grievances at ‘firstname.lastname@example.org’.
(o) Certificate by Managing Director and Chief Financial Officer:
The Board of Directors has received certificate issued by the Managing Director and Chief Financial Officer as envisaged under Clause 49(V) of the Listing Agreement.
(p) Report on Corporate Governance:
This chapter, read together with the information given in the chapter entitled as ‘Management Discussion and Analysis Report’, constitutes a detailed compliance report on Corporate Governance during 2014-15. This report is annexed to the Directors’ Report for the year 2014-15 in terms of Clause 49 of the Listing Agreement.
(q) Auditor’s certificate on Corporate Governance:
The Company has obtained the Certificate from the Auditors of the Company regarding compliance with the provisions relating to Corporate Governance laid down in Clause 49 of the Listing Agreement with the Stock Exchanges.
This Certificate will be sent to the Stock Exchanges, along with the Annual Report to be filed by the Company.
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, we affirm that the Board Members and Senior Management personnel of the Company have confirmed compliance with the Code of Conduct of the Company for the year ended March 31, 2015.
For and on behalf of the Board of Directors
Date : August 14, 2015
Place : Mumbai