CORPORATE GOVERNANCE REPORT
1. Company's philosophy on corporate governance
Good Corporate Governance is essentially an integral part of values, ethics and the best business practices followed by your Company. Your Company stresses upon the following core values:
• Transparency: We believe in dissemination of information on time and in transparent manner.
• Protecting stakeholders' interest: As a trustee for various stakeholders, we believe in safeguarding and balancing the interest of all stake holders
• Integrity and ethics: We believe in our commitments and strive to set high ethical standards.
• Corporate and social responsibilities: We believe in caring for environment and surrounding communities. Your Company would constantly endeavor to improve these aspects.
2. Board of Directors
The Board of Directors comprises of ten directors, including two wholetime promoter directors, one wholetime professional director, one non-executive women promoter director and six non-executive independent directors. The non-executive independent directors are eminent professionals having rich and sound experience in diverse fields related to the business of your Company.
Your Company strives to conduct its business and strengthen relationships in a manner that is dignified, distinctive and responsible. Your Company adheres to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, your Company has adopted various codes and policies to carry out its duties in an ethical manner. Some of these codes and policies are: S Code of Conduct
S Code of Conduct for Prohibition of Insider Trading S Vigil Mechanism and Whistle Blower Policy
S Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions S Corporate Social Responsibility Policy
S Policy for Selection of Directors and determining Directors Independence
S Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other Employees S Policy for determining Material Subsidiaries
Lead independent director
The Company's Board of Directors has designated Mr. Prabhakar Ram Tripathi, as the Lead Independent Director. The Lead Independent Director's role is as follows:
S To preside over all meetings of Independent Directors
S To ensure there is an adequate and timely flow of information to Independent Directors S To liaise between the Chairman & Managing Director, the Management and the Independent Directors S To preside over meetings of the Board when the Chairman & Managing Director is not present, or where he is an interested party
S To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors
Meetings of independent directors
Your Company's independent directors met once during the year without the presence of executive directors or management personnel. Independent Directors shall hold such meet at least once in every financial year. Such meeting(s) is/are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors' views to the Chairman & Managing Director.
Code of conduct
Your Company has in place a comprehensive Code of Conduct (the Code) applicable to the all the employees and the Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law.
A copy of the Code has been put on the Company's website - www.seml.co.in The Code has been circulated to Directors and Management Personnel and its compliance is affirmed by them annually. A declaration signed by the Chairman & Managing Director is given below:
"I hereby confirm that the company has obtained from all the members of the Board and senior executives, affirmation that they have complied with the Code of Conduct for Board of Directors, Senior Management and Employees in respect of the financial year 2014-15.
3.3 Procedure at Committee Meetings
The Company's guidelines relating to Board meetings are applicable to Committee meetings as far as practicable. Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its function. Minutes of proceedings of Committee meetings are circulated to the Directors and placed before Board for noting.
3.4 Terms of Reference of Board Committees Audit Committee
The terms of reference of the committee are as per the provisions of Section 177 of the Companies Act, 2013, read with Clause 49 of the Listing Agreement.
Nomination & Remuneration Committee
The Nomination Committee is responsible for:
a) 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;
b) Formulation of criteria for evaluation of Independent Directors and the Board;
c) Devising a policy on Board diversity;
d) I dentifying 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.
e) To administer, monitor and formulate detailed terms and conditions of the Employees' Stock Option Scheme
Remuneration policy: Your Company's Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure C to the Directors'Report.Your Company's remuneration policy is directed towards rewarding performance based on review of achievements at periodical intervals. The remuneration policy is in consonance with the existing industry practice. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The criteria for performance evaluation is annexure as Annexure B to the Director's Report.
The Executive Directors have been paid remuneration as per terms of their appointment. The Non-Executive Directors have been paid sitting fees for meetings of the Board and/or Committees attended by them. Also, pursuant to the approval of members, Non-Executive Independent Directors have been paid commission on the net profits of your Company for the year 2014-15.
Corporate Social Responsibility Committee
The role of the Committee is to:
(a) formulate and recommend to the Board, suitable Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by your Company in terms of Schedule VII of the Companies Act, 2013;
(b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a);
(c) delegating powers for approving CSR spend within the framework of CSR policy; and
(d) monitor the Corporate Social Responsibility spending of your Company from time to time.
Risk Management Committee
The role of the Committee is to frame suitable risk management policy, subject to the approval of the Board of Directors and ensure its implementation.
Related Party Transactions
During the period under review, the Company had not entered into any material transaction with any of its related parties.
None of the transactions with any of related parties were in conflict with the Company's interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 34 of Standalone Financial Statements, forming part of the Annual Report.
The Company's major related party transactions are generally with its subsidiaries and associates. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.
All related party transactions are negotiated on an arms length basis and are intended to further the Company's interests.
Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. During the last three years, there was no non-compliance by the Company and no penalties, strictures were imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets. Your Company has applied for delisting of its shares from Cochin, Delhi and Calcutta Stock Exchanges in February 2004. The Cochin and Delhi Stock Exchange have delisted the shares of the Company but the delisting application with the Calcutta Stock Exchange is still pending. In view of the pendency of delisting application, the Company has stopped sending the information to the Calcutta Stock Exchange and has also reported the matter to SEBI.
Whistle Blower policy
The Company has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Head HR or the Compliance Officer who report to the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.
The company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement and has also adopted the non-mandatory clause of having unqualified financial statements and the Internal Auditor reporting directly to the Audit Committee.
6. Means of communication
Quarterly, half-yearly and annual results are submitted to the stock exchange in accordance with the Listing Agreement and published in Indian Express (English) and Loksatta (vernacular) newspapers. The financial results and other relevant information including operational data are placed simultaneously on your Company's website - www.seml.co.in Neither official news releases nor any presentations have been made to the institutional investors or to the analysts during the year.
. General shareholder information
Annual General Meeting
Date: 28th September, 2015
Time: 3.00 p.m
Venue: Hotel Pride, Opp. Airport, Wardha Road, Nagpur (M.H.) 440025
Financial calendar for 2015-16 (tentative)
Financial results for the quarters ended:
30th June, 2015 : 2nd week of August, 2015
30th September, 2015 : 4th week of October, 2015
31st December, 2015 : 4th week of January, 2016
31st March, 2016 : 4th week of May, 2016 (audited)
Annual General Meeting (for F.Y. 2015-16) : : September, 2016
Book Closure Date : : 10th August, 2015 to 14th August, 2015 (both days inclusive)
Dividend payment date : : Within 5 days from 28th September, 2015
Listing on stock exchanges
The shares of the Company are listed on the following exchanges: i. BSE Ltd., Mumbai (504614)
ii. The National Stock Exchange of India Ltd., Mumbai (SARDAEN)
iii. The Calcutta Stock Exchange Association Ltd.*
ISIN no. NSDL & CDSL - INE385C01013
*The Company's application for delisting of its shares from the Calcutta Stock Exchange Association Ltd is pending and the matter has been reported to SEBI.
Your Company has paid annual listing fees to the BSE Ltd. for equity shares and the NCD's and to The National Stock Exchange of India Ltd. for the equity shares for the financial year 2015-16.
Trustees for NCDs (9.55%)
Axis Trustee Services Ltd. Axis House, 2nd Floor Wadia International Centre Pandurang Budhkar Marg Worli, Mumbai 400025
Registrar and share transfer agents (for physical and electronic) (for equity shares and NCD)
Sharepro Services (India) Pvt. Ltd. 13 A-B, Sam Hita Warehousing Complex Warehouse No.52 & 53, Plot No.13AB 2nd Floor, SakinakaMumbai 400 072
Share transfer system
: Share transfers in physical form can be lodged with the R&T agents at the above address. Transfers are, if the documents are complete in all respects, processed within the stipulated time. All share transfer requests are approved by the Stakeholders' Relationship Committee or the persons authorised by the Board
Dematerialisation of securities : Your Company has arrangement with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) for dematerilisation of equity shares. As on 31st March, 2015, out of the total 3,59,52,353 equity shares held by about 13,887 (PY 13,810) shareholders, approximately 3,54,47,763 (PY 3,53,32,071) equity shares held by 9,556 (PY 9,490) shareholders representing 98.59% (PY 98.56%) of the total paid-up equity capital have been dematerialised.
Debentures are also held in dematerialised form.
: The plant of your Company is located at Plant location Industrial Growth Centre, Siltara, Raipur (C.G).
Address for correspondence : Sarda Energy & Minerals Limited Regd. Office: 73-A, Central Avenue, Nagpur (M.H.) Ph: +91-771-2722407 Fax: +91-771-2722107 e-mail: firstname.lastname@example.org Works: Industrial Growth Centre, Siltara Raipur [C.G.] 493 111 Ph: +91-771-2216100 Fax: +91-771-2216198 e-mail: email@example.com