29 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:40 PM
Sanofi India Ltd.

BSE

  • 4,720.00 -33.55 (-0.71%)
  • Vol: 7219
  • BSE Code: 500674
  • PREV. CLOSE
    4,753.55
  • OPEN PRICE
    4,714.15
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    4,715.00(6)

NSE

  • 4,702.95 0.00 (0%)
  • Vol: 13630
  • NSE Code: SANOFI
  • PREV. CLOSE
    4,702.95
  • OPEN PRICE
    4,752.65
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    4,702.95(5)

Sanofi India Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India {Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI LODR), a Report on Corporate Governance is given below:

A. MANDATORY REQUIREMENTS

1. Company's philosophy on Code of Governance

The Company believes in and practices good corporate governance. The Company's philosophy is aimed at assisting the top management of the Company in the efficient conduct of the business and in meeting its obligations to all its stakeholders.

2. Board of Directors

{As on31st December 2015)

The Board of Directors comprises of a Non-Executive Chairman, a Managing Director and seven other Non-Executive Directors.

Three employees of the Company were Alternates for Directors based abroad and were, therefore, deemed to be Executive Directors.

During the year ended 31st December2015, four Board Meetings were held on 20th February2015, 29th April 2015, 21st July2015and 20th October2015.

Attendance of each Director at the Board Meetings in 2015 and the last Annual General Meeting and the number of Companies and Committees where he / she is Director/Member {as on 31st December 2015) :

3. Audit Committee

Terms of Reference and Composition, Names of Members and Chairman:

The Audit Committee comprises of Mr. S. R. Gupte, Chairman, Mr. A. K. R. Nedungadi, Mr. Rangaswamy R. Iyer and Dr. S. Ayyangar.

Mr. Gupte, Mr. Nedungadi and Mr. lyerare Independent Directors.

The terms of reference of this Committee are wide enough covering the matters specified for Audit Committees under Clause 49 of the Listing Agreement/Regulation 18 read with Part C of Schedule II to the SEBI LODR and Section 177 of the Companies Act, 2013. Seven Meetings were held during the year ended 31st December 2015. Mr. Gupte, Mr. Nedungadi and Mr. Rangaswamy Iyer attended all the meetings. Dr. Ayyangar attended five of the seven meetings.

4. Nomination & Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. S R Gupte, Chairman, Mr. A K R Nedungadi and Mr. Rangaswamy Iyer, all of whom are Independent Directors. Four meetings were held during the year which were attended by all thethree Members.

The terms of reference of the Committee are in line with the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement/Regulation 19 read with Part Dof Schedule II totheSEBI LODR. The terms of reference of the Committee are:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director, to 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.

Remuneration Policy

The remuneration policy of the Company is performance driven and is designed to motivate employees, recognise their achievements and promote excellence in performance.

a) For Executive Directors

The Board of Directors/ Nomination and Remuneration Committee of Directors is authorised to decide the remuneration of the Wholetime Directors, subject to the approval of the Members and Central Government, if required. The remuneration structure comprises of Salary, Perquisites, Retirement benefits as per law/ rules, Performance Linked Incentive {PLI). Annual increments are decided by the Board of Directors within the salary range approved by the Members.

NOTES

1. The agreement with each of the Executive Directors is for a specified period. Either party to the agreement is entitled to terminate the agreement by giving not less than three months' notice in writing to the other party.

2. No severance pay is payable on termination of contract.

3. Presently, the Company does not have a scheme for grant of stock options either to the Executive Directors or employees. However, Executive Directors and some Senior Executives of the Company are granted stock options of the ultimate holding company, Sanofi SA.

4. The Executive Directors are entitled to Performance Bonus with target payouts fixed and payout ranges of 0% to 200% of the target amounts to be paid atthe end of the financial year as maybe determined by the Board of Directors and are based on certain pre-agreed performance parameters.

b) Non-Executive Directors

Non-Executive Directors are paid sitting fees for attending Board and Committee Meetings. They are also paid Commission of an amount as may be determined by the Board of Directors from time to time, subject to a ceiling of one per cent of the net profits of the Company.

Pursuanttothe provisions of the Companies Act, 2013 and Regulations 17 & 19 read with part D of Schedule II to the SEBI LODR, the Board has carried out an evaluation of the Directors as well as the evaluation of the Board and Committees. The process was carried out by circulating evaluation forms on the Board and Committees' functioning on certain parameters set out in the Performance Evaluation Policy adopted by the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the non-independent Directors including the Executive Directors was carried out by the Independent Directors.

5. Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises of Mr. S. R. Gupte, Chairman, Mr. A. K. R. Nedungadi and Mr. Rangaswamy R. Iyer.

One Meeting of the Committee was held during the year ended 31st December 2015 which was attended by all the three Members of the Committee.

Mr. K. Subramani, Company Secretary is the Compliance Officer of the Company.

The Company's Registrars, Link Intime India Private Limited had received 639 letters / requests during the year, dealing with various subjects such as revalidation/non-receipt of dividend warrants, change of address, registration of nominations, non-receipt of share certificates, etc. All these matters were resolved to the satisfaction of the shareholders/investors. The Company had no transfers pending at the close of the financial year.

The power to approve transfers upto 1000 Shares purchased by one individual has been delegated to the Company Secretary.

6. Corporate Social Responsibility (CSR) Committee {mandatory under Companies Act, 2013)

The Corporate Social Responsibility Committee comprises of Mr. Rangaswamy R. Iyer, Chairman {who is an Independent Director), Dr. S. Ayyangar {Managing Director) and Ms. Virginie Boucinha {Director).

Two meetings of the Committee were held during the year. Mr. Rangaswamy Iyer and Dr. S.Ayyangar attended both the meetings and Ms. Virginie Boucinha attended one of the two meetings.

7. Separate meetings of Independent Directors

As required by Clause 49 of the Listing Agreement/ SEBI LODR, the Independent Directors held two separate meetings during the year ended 31st December2015. All three Independent Directors attended both the meetings.

The Independent Directors discussed/ reviewed the matters specified in Clause 49 of the Listing Agreement/Regulation 25 {2) of theSEBI LODR.

8. Risk Management Framework

The Company has in place a mechanism to inform the Audit Committee and Board about the risk assessment and minimization procedures.

9. Code of Conduct and Business Ethics

The Company has adopted a Code of Conduct and Business Ethics for Directors and Senior Management of the Company, as required by Clause 49 I D of the Listing Agreement/ Regulation 17 {5) {a) of the SEBI LODR. The Company has received confirmations from the Directors and Senior Management regarding compliance with the Code for the year ended 31st December 2015. A certificate from the Managing Director to this effect is attached to this Report. The Code has been displayed on the Company's website www.sanofiindialtd.com

10. Whistleblower Policy

As required by Clause 49 of the Listing Agreement / SEBI LODR, the Company has a Whistleblower Policy which has been

displayed on its website, www.sanofiindialtd.com

No personnel have been denied access to the Audit Committee.

11. Code of Conduct for Prevention of Insider Trading

As required by the provisions of the Securities and Exchange Board of India {Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. Mr. K. Subramani, Company Secretary is the Compliance Officer. The Code of Conduct is applicable to all Directors and such identified employees of the Company as well as of Sanofi Group companies in Mumbai who are expected to have access to unpublished price sensitive information relating to the Company.

12 (b) Postal Ballot

A postal ballot was conducted in March-April 2015 for the election of the three Independent Directors. All of them were elected by overwhelming majority for a term of five years each from 31st March 2015.

Mr. S. N. Ananthasubramanian, Practising Company Secretary was appointed by the Board of Directors to conduct the postal ballot in a fair and transaparent manner.

13. Disclosures

a) There were no transactions of material nature with its promoters, the Directors or the Management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large.

The Audit Committee has granted omnibus approval for certain related party transactions. The same are reviewed on a quarterly basis by the Audit Committee. Transactions with related parties have also been disclosed in Note no.30 of the Financial Statements.

Policy on transactions with related parties has been displayed on the Company's website www.sanofiindialtd.com

p) There were no instances of non-compliance nor have any penalties, strictures been imposed by Stock Exchanges or SEBI or any other statutory authority during the last three years on any matter related to the capital markets.

c) The Company has also complied with and adopted the mandatory requirements of Clause 49 of the Listing Agreement/ SEBI LODR.

d) In line with the requirements of the Clause 49 of the Listing Agreement/ Regulation 17 {9) of the SEBI LODR, the Audit Committee and the Board of Directors reviewed the Management's perception of the risks facing the Company and measures taken to minimise the same.

e) As required by Regulation 17 {8) of the SEBI LODR, the Managing Director and the Chief Financial Officer have submitted a Certificate to the Board of Directors in the prescribed format for the financial year ended 31st December 2015. The Certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

14. Means of Communication

Half yearly report sent to each household of shareholders :

No, as the Results of the Company are published in the Newspapers.

Quarterly Results :

No, as the Results of the Company are published in the Newspapers.

Any Website where displayed : www.sanofiindialtd.com

Whether it also displays official News releases : Yes

Newspapers in which Results are normally published in :

i) Economic Times or Business Standard

ii) Maharashtra Times or Sakal

Whether Management Discussion and Analysis is a part of the Annual Report: Yes

15. General Shareholder Information

AGM Date, Time and Venue : Friday, 29th April 2016 at 2.45 p.m. atY.B. Chavan Centre - Auditorium, Gen. J. Bhosale Marg, Nariman Point, Mumbai400 021

Financial Calendar - 2016 /2017

Financial Year – January to December

First Quarter Results - Between 16thApriland 15thMay2016

Half Yearly Results - Between 16thJulyand 14thAugust2016

Third Quarter Results - Between 16thOctoberand 14th November2016

Audited Results for the year ending 31st December 2016 - February 2017

Dates of Book Closure:

19th April2016to 29th April2016{both daysinclusiv

e) Dividend payment date:

On 9th May 2016, if declared at Annual General Meeting on 29th April 2016

Listing on Stock Exchanges:

The Company's Shares are listed on the Stock Exchanges mentioned below and the Company has paid the Listing Fees to them for2015-2016and is in the process of paying the fees for2016-2017. BSE Limited

The National Stock Exchange of India Limited

Stock Code:

500674on BSE Limited

SANOFI on the National Stock Exchange of India Limited

Demat ISIN Number for NSDL & CDSL:

INE 058A01010

Registrars &Transfer Agents:

Link Intime India Pvt. Ltd. {formerly called Intime Spectrum Registry Limited), C-13, Pannalal Silk Mills Compound, L. B. S. Marg, BhandupWest, Mumbai-400 078.

Persons to contact:

Ms. Maheshwari Patil/Ms. Evelin Subalatha/Ms. Supriya Yeondkar Telephone No.: {022) 25946970 Fax No.: {022) 25946969 E.Mail: rnt.helpdesk@linkintime.co.in

Share Transfer System:

The power of approving transfers upto 1000 Shares purchased by any individual has been delegated to the Company Secretary. Transfers are approved every week.

Dematerialisation of Shares and liquidity :

As on 31.12.2015, 99.03% of the paid-up Share Capital had been dematerialised.

Outstanding GDRs / ADRs / warrants or any Convertible instruments. Conversion date and likely impact on equity : Not Issued

Plant locations :

Ankleshwar {Gujarat) and Verna {Goa)

Address for correspondence :

Shareholder correspondence should be addressed to the Company's Registrars, Link Intime India Pvt. Ltd. at C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup West, Mumbai 400 078.

Investors may also write to or contact the Company Secretary, Mr. K. Subramani at the Registered Office for any assistance that they may need. Telephone No. {022) 28032530 Fax No. {022) 28032846 E.Mail - K.Subramani@sanofi.com igrc.sil@sanofi.com

Shareholders holding Shares in dematerialised form should address all their correspondence {including change of address, nominations, ECS mandates, bank details to be incorporated on dividend warrants, powers of attorney, etc.) to their Depository Participant

(B) Non-Mandatory Requirements

a) Chairman of the Board:

Whether Chairman of the Board is entitled to maintain a Chairman's Office at the Company's expense and also allowed reimbursement of expenses incurred in performance of his duties: Yes

b) Shareholder Rights:

Half yearly declaration of financial performance including summary of the significant events in last six months to be sent to each household of Shareholders

The Company's half yearly Results are published in English and Marathi newspapers having wide circulation and are also displayed on the Company's website. Hence, same are not sent to the Shareholders.

Second half yearly Results are not taken on record by the Board as audited Results are approved by the Board. The audited Results for the financial year are communicated to the Shareholders through the Annual Report.

c) Audit Qualifications:

The Auditors have issued an unqualified opinion forthe year ended 31st December 2015.

d) Separate posts of Chairman and CEO

Separate persons have been appointed to the posts of Chairman and Managing Director.

e) Reporting of Internal Auditor

The Company may consider adopting in future, direct reporting of the Internal Auditor to the Audit Committee.