CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE -COMPANY'S PHILOSOPHY
The foundations of Corporate Governance are transparency, accountability and fairness across operations. The corporate practices observed by Ruchi Soya Industries Ltd. (hereinafter referred to as the "Company" or "RSIL") are targeted to better its performance and achieve maximisation of wealth of its stakeholders on sustainable basis. The Company's governance team comprises members of its Board of Directors, Committees of the Board, the Managing Director, the Chief Operating Officer, the Chief Financial officer and senior executives of the Company.
BOARD OF DIRECTORS
Composition and size of the Board
Board of Directors of RSIL ('The Board') comprises of eight directors having an optimum combination of the executive, nonexecutive and independent directors. Mr. Kailash Shahra, Chairman, is non-executive director and Mr. Dinesh Shahra is the Managing Director of the Company. Both of them are the promoter directors of the Company. Mr. Sajeve Deora, Mr. Prabhu Dayal Dwivedi, Mr. N. Murugan and Mr. Navin Khandelwal are non-executive and independent directors. Mr. Vijay Kumar Jain is an executive director. Mrs. Meera Dinesh Rajda is an independent and non executive woman director. Mr. Kailash Shahra is the director, who is liable to retire by rotation. There is no institutional or nominee or government director on the Board.
Mr. Kailash Shahra is liable to retire by rotation in terms of provisions of Section 152(6) of the Companies Act, 2013 at the ensuing Annual General Meeting. He was born in 1938 and is Graduate in Commerce. He has rich experience of four decades in soya industry and agri commodity business. He is actively involved in strategic planning of corporate affairs of the Ruchi group of Industries. He is on the Board of following public limited companies: Anik Industries Limited, Indian Steel Corporation Limited, National Board of Trade Limited and Ruchi Strips & Alloys Limited.
Mrs. Meera Dinesh Rajda was appointed as an additional director of the Company from March 26, 2015 to hold office upto the date of next Annual General Meeting. In terms of Section 149, 152 and 161 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, it is proposed to appoint her as an independent director of the Company for a term of five consecutive years with effect from September 23, 2015, not liable to retire by rotation. Such proposal will be considered by the shareholders at the ensuing 29s1 Annual General Meeting of the Company.
Mrs. Meera Dinesh Rajda was born in 1943 and is Bachelor of Arts from Bombay University and MLL & LW from Pune University, having vast experience of around 34 years as Head -HR and Corporate Social work and Head-Social Initiative etc. in different organisations.
She is also on the Board of Directors of Ruchi Worldwide Limited.
The Board met 4 times during the financial year 2014-15. The dates of board meetings are May 30, 2014, August 14, 2014, November 11, 2014, and February 9, 2015.
Code of Conduct
The Board of Directors has an important role in ensuring good corporate governance and has laid down a comprehensive Code of Conduct for Directors and Senior Management of the Company. The Code has also been posted on the website of the Company. All Directors and Senior Management personnel have affirmed the compliance thereof for the year ended March 31, 2015.
The objective of the Audit Committee is to keep a vigil and oversight on the Management's financial reporting process with a view to ensure timely and transparent disclosures 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 meticulous review and monitoring the financial reporting system within the Company and considering 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, approval of transactions with related parties, scrutiny of intercorporate loans, evaluation of internal financial controls, review of independence of Auditors, 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. The Company Secretary acts as the Secretary to the Committee. The Committee meetings were also attended by Chief Financial Officer, Accounts and Finance executives, Internal Auditor and Statutory Auditors of the Company.
Constitution and composition
The Audit Committee consists of Mr. Sajeve Deora, Mr. Prabhu Dayal Dwivedi, Mr. Vijay Kumar Jain and Mr. Navin Khandelwal. Mr. Sajeve Deora, the Chairman of the Committee is an Independent, Non-executive Director and has a strong financial and accounting background. All the members of the Committee are financially literate and the composition of Committee is in accordance with the Clause 49 of the listing agreement and Section 177 of the Companies Act, 2013.
Meeting and attendance:
During the financial year 2014-15, the Audit Committee met on May 24, 2014, May 29, 2014, August 14, 2014, November 11, 2014 and February 9, 2015. The meetings were scheduled in advance. Mr. Prabhu Dayal Dwivedi attended all meetings held during the year ended March 31, 2015. Mr. Navin Khandelwal attended four meetings. Mr. Sajeve Deora attended three meetings and Mr. Vijay Kumar Jain attended one meeting, during the year ended March 31, 2015.
NOMINATION AND REMUNERATION
The brief terms of reference of the Nomination and Remuneration Committee are as follows:
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 recommended to the Board for their appointment and removal.
5. Carry out evaluation of performance of each Director.
Constitution and composition
The Nomination and Remuneration Committee is chaired by Mr. Sajeve Deora and its other members are: Mr. Prabhu Dayal Dwivedi, Mr. N. Murugan, Mr. Kailash Shahra and Mr. Dinesh Shahra. The Chairman of the Committee is an Independent, non-Executive Director and has a strong financial and accounting background. The composition of committee is in compliance with clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013.
Meeting and attendance
During the financial year 2014-15, the Nomination and Remuneration Committee met on May 24, 2014 and August 14, 2014. Mr. Prabhu Dayal Dwivedi attended both the meetings and Mr. Kailash Shahra, Mr. Dinesh Shahra, Mr. Sajeve Deora and Mr. Navamani Murugan attended one meeting each held during the year ended March 31, 2015.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The Nomination, Remuneration and Evaluation Policy for the Directors, Key Managerial Personnel and other employees of the Company is provided on the website of the Company at www.ruchisoya.com and also attached with the Directors' Report.
REMUNERATION OF DIRECTORS
(a) Remuneration of the Managing Director:
The particulars of remuneration paid to Mr. Dinesh Shahra, Managing Director during the financial year 2014-15 is as under (Refer Note 3 below):
(i) Salary : Rs. 188.81 lac
(ii) Perquisites in cash or kind : Rs. 42.73 lac
(iii) Contribution to Provident and other fund : Rs. 22.65 lac
(b) Remuneration of the Whole-time Directors (Professional Executive):
During the financial year 2014-15, the following remuneration (Salary, allowances, perquisites and contribution to Provident and other fund) was paid to the whole-time directors:
1. The above does not include reimbursement of expenses incurred for the Company.
2. The above remuneration does not include contribution to gratuity and provision for leave encashment, as these are lump sum amounts for all employees based on actuarial valuation.
3. Remuneration paid to the Managing director as shown above, includes excess payment of Rs. 187.37 lac over and above the permissible limits as prescribed under Section 197 of the Companies Act, 2013. The Company is in process of applying to the Central Government for the necessary approval.
4. Remuneration of Rs. 0.12 lac paid to the director in excess of the permissible limits and included under the head Other Receivable under Short Term Loans and Advances in Note 19, which has since been recovered from the Director.
(c) Remuneration of Non-Executive Directors:
Except the payment of sitting fees, no other remuneration, commission, etc. is paid / payable for the year to the nonexecutive directors.
As approved by the Board of Directors and in accordance with the Articles of Association of the Company, the nonexecutive directors are paid Rs. 10,000/- for each Board meeting and Rs. 5,000/- for each committee meeting attended by the non-executive directors.
Management discussion and analysis is given as a separate chapter in this annual report.
A. 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. The "Policy on materiality of related party transactions and dealing with related party transaction" as approved by the Board may be accessed on the Company's website at www.ruchisoya.com
B. Compliance by the Company
The Company has complied with the requirement of stock exchanges, SEBI and other statutory authorities on matters related to capital markets during last three years. No penalties have been imposed on the Company or strictures passed by any Stock Exchange or SEBI or any other authorities relating to capital markets. The Company has complied with mandatory and most of the non-mandatory clauses of Clause 49 of the Listing Agreement.
C. Whistle Blower Policy
The Company promotes ethical behaviour and has in place mechanism for reporting and redressal of illegal and unethical behaviour. The Company has a vigil mechanism and
Whistle Blower Policy for due protection of whistle blowers. It is hereby confirmed that no personnel has been denied access to the Audit Committee.
Communication to shareholders
Quarterly un-audited financial statements prepared in accordance with the Accounting Standards notified under Rule 7 of the Companies (Accounts) Rules, 2014 in respect of Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies, are generally published in Free Press Journal and Nav Shakti. Beside this, the Company has its own website (www.ruchisoya.com) on which important public domain information is posted. 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. The website also contains information on several other matters, such as Net worth history, Turnover and Net profit for preceding years etc.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee has the mandate to look into shareholders' and investors' complaints on matters relating to transfer of shares, non-receipt of annual report, non-receipt of dividend etc. In addition, the Committee also looks into matters which can facilitate better investor service and relations. Stakeholders Relationship Committee of the Board comprises of Mr. Kailash Shahra, Non-Executive Director (Chairman), Mr. Vijay Kumar Jain, Whole-time Director and Mr. Prabhu Dayal Dwivedi, Independent Director.
During the year, four meetings of the Committee were held. The Committee met on June 2, 2014, September 30, 2014, January 2, 2015 and March 30, 2015 to review the status of investors' grievance redressal service rendered. Mr. Vijay Kumar Jain and Mr. Kailash Shahra attended all the meetings held during the year ended March 31, 2015. Mr. R. L. Gupta, Company Secretary, also attended the meetings of the Committees. He is the Compliance Officer in accordance with listing agreements for compliances and investors' services.
During the financial year 2014-15, the Company has received 26 Complaints out of which 5 complaints for non receipt of shares, 4 complaints for non receipt of annual reports, 10 complaints for non-receipt of dividend and 7 other complaints. No complaint was pending as at March 31, 2015.
INFORMATION ON GENERAL BODY MEETINGS
Annual General Meetings
The last three Annual General Meetings (AGMs) of the Company were held at Sunville Deluxe Pavilion, Sunville Building, 9, Dr. Annie Besant Road, Worli, Mumbai-400 018. The dates and time of holding of the said AGMs and particulars of Special resolutions passed thereat are as under:
26th AGM held on September 25, 2012 at 10.30 A.M
• Further issue of securities under Section 81(1A).
27th AGM held on August 30, 2013 at 11.45 A.M.
• No Special Resolution was passed.
28th AGM held on September 26, 2014 at 11.45 A. M.
• Alteration in the Articles of Association.
• Further issue of securities.
• Approval of borrowing powers under section 180(1)(c) of the Companies Act, 2013.
Extra-ordinary General Meeting
No extra-ordinary general meeting of the members of the Company was convened after the 28s1 Annual General Meeting of the Company held on September 26, 2014.
Approval of shareholders was obtained by means of postal ballot for the following matters viz. (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. 2,000 Crores and (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 the 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 September 24, 2014 and was also posted on the website of the Company.
Annual General Meeting:
Date : September 23, 2015
Time : 11.45 AM
Venue : Sunville Deluxe Pavilion, Sunville Building, 9, Dr. Annie Besant Road, worli, Mumbai-400018.
Cut off date for the purpose of voting by electronic means: September 16, 2015.
Financial Year : April 1, 2014 - March 31, 2015
FINANCIAL CALENDAR (Tentative
Adoption of Quarterly Results shall be submitted within 45 days from end of each Quarter.
Book Closure Dates : September 21, 2015 to September 23, 2015 (both days inclusive)
Dividend Payment Date - On or before October 22, 2015.
LISTING ON STOCK EXCHANGES AND STOCK CODES
The Equity Shares of the Company are listed on the following Stock Exchanges:
Stock Exchange Stock code
a) BSE Ltd. (BSE) : 500368
b) National Stock Exchange of India Limited (NSE) RUCHISOYA
The ISIN of the Company is INE619A01027.
Registrars and Share Transfer Agent
Sarthak Global Limited, 170/10, Film Colony, R. N. T. Marg, Indore-452 001.
SHARE TRANSFER SYSTEM
Shares lodged in physical form with the Company/its Registrars & Share Transfer Agent are processed and generally returned, duly transferred within 15 days, except in cases where litigation is involved. In respect of shares held in dematerialized mode, the transfer takes place instantaneously between the transferor and transferee at the depository participant(s) through which electronic debit/ credit of the accounts are involved.
DEMATERIALISATION OF SHARES AND LIQUIDITY
The trading in shares of the Company are under compulsory demat segment. The Company is listed on BSE and NSE. The Company's shares are available for trading in the depository systems of both NSDL and CDSL. 32,08,22,056 equity shares of the Company, equal to 96 % of total issued capital of the Company as on March 31, 2015 were in dematerialized form.
OUTSTANDING CONVERTIBLE INSTRUMENTS
Except the options granted and outstanding under the Employees Stock Option Scheme - 2007 of the Company, there were no other instruments convertible into equity shares outstanding during the year under review