In compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, the Company's policies on the Corporate Governance and due Compliance report on specific areas wherever applicable for the financial year ended 31st March 2015 is given hereunder:
1 COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Good Corporate Governance aims at achieving high level of efficiency, transparency, accountability, responsibility and fairness in dealings with all stakeholders. The Company's governance philosophy rests on protection of rights and interests of stakeholders, equity in their treatment, disclosure of timely and accurate information, strategic guidance and effective monitoring by the Board. Your Company continuously strives for excellence by adopting best governance and disclosure practices. In this context, your Company has been making significant disclosures on the Board composition and functioning, management thoughts on the performance and outlook from time to time.
Securities and Exchange Board of India (SEBI) have amended the equity listing agreement to bring in additional corporate norms for listed entities. These norms provide for stricter disclosures and protection of investor rights, including treatment for minority shareholders.
The amended norms are aligned with the provisions ofthe Companies Act, 2013, and are aimed to encourage companies to 'adopt best practices on Corporate Governance'.
We believe that an active, well-informed and independent board is necessary to ensure the highest standards of Corporate Governance. It is well recognized that an effective Board is a pre-requisite for strong and effective Corporate Governance. At SCL, the Board of Directors ("the Board") is at the core of our Corporate Governance practice and oversees how the Management serves and protects the long term interests of our stakeholders.
Our Corporate Governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company. Your Company has complied with the requirements of Corporate Governance as laid down under Clause 49 of the Listing Agreement with the Stock Exchange/s.
1.1 GOVERNANCE STRUCTURE:
Your Company's governance structure broadly comprises the Board of Directors and the Committees of the Board and the Management structure.
(a) Board of Directors:
The Directors are professionals, have expertise in their respective functional areas and bring a wide range of skills and experience to the Board. The Board plays a primary role to protect the interest of the Company and enhance value of all the stakeholders.
(b) Committees of Directors:
With a view to have more transparency on various areas of the business and for better accountability, the Board has constituted the following committees viz. Audit Committee, Stakeholders' Relationship & Grievances Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. These Committees are focused on financial reporting, audit & internal controls, resolving the grievances of stakeholders, appointment and remuneration of Directors and Senior Management Personnel, implementation and monitoring of CSR activities and the risk management framework.
(c) Executive Management:
The business and compliances is overseen by the Executive management of the company. The Executive Vice Chairman (EVC) and Managing Director (MD) look after the day-to-day business of the Company under the overall supervision and guidance of the Board. The EVC and MD are supported by business head and department heads in achieving overall performance / growth of the company.
2 BOARD OF DIRECTORS:
(i) Composition (as on 31.3.2015)
Your Company's Board comprises of 16 (Sixteen) Directors, which include 8 (Eight) Independent Directors. The Directors are professionals, have expertise in their respective functional areas and bring a wide range of skills and experience to the Board.
As required under Section 149(3) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mrs. Bhagyam Ramani, a woman Director, was appointed as an Independent Director on the Board on 4.8.2014.
2.1 PROFILE OF DIRECTORS
The brief profile of each Director is given below:
(i) Mr. M. N. Mehta (Chairman, Promoter Group, Non-Independent)
Mr. M. N. Mehta, aged 83 years, is an Industrialist. Mr. Mehta is a Non Resident Indian. He completed his schooling in India and then joined the family business at the age of 19 in East Africa and has over six decades of entrepreneurial experience. He is the motivating force behind the Group. He is also Chairman of Gujarat Sidhee Cement Limited and subsidiary companies in India. Mr. Mehta was conferred the most prestigious "Pravasi Bharatiya Samman" Award by Hon. President of India, Shri Pranab Mukherjee on 9th January, 2015 at the 13th Pravasi Bharatiya Divas-2015, at Gandhinagar, Gujarat. The Pravasi Bharatiya Samman Award was given to Mr. Mehta for his outstanding contribution to economic and social development of thousands of people in East Africa.
Initially, he joined the Board of the Company in October 1974.
(ii) Mr. Jay Mehta (Executive Vice Chairman, Promoter Group, Non-Independent)
Mr. Jay Mehta, aged 54 years, has graduated in Industrial Engineering from Columbia University in 1983 and has completed MBA from The International Institute of Management Development (IMD) in Lausanne, Switzerland. He has over 3 decades of experience in Cement Industry. He is also Executive Vice Chairman of Gujarat Sidhee Cement Limited and Board member of various subsidiary companies, private and public limited companies in India. Initially, he joined the Board in December 1987.
(iii) Mr. Hemang D. Mehta (Non-Executive Director, Promoter Group, Non-Independent)
Mr. Hemang D. Mehta, aged 60 years, has graduated with a Bachelor's degree in Science and Management. He is an Industrialist having more than two decades of experience in cement Industry. He is also Director of private companies in India. Initially, he joined the Board in April 1993.
(iv) Mr. Hemnabh R. Khatau (Non-Executive Director, Promoter Group, Non-Independent)
Mr. Hemnabh R. Khatau, aged 54 years, has graduated with B. A. (Eng.) from Cambridge University and M.Sc. (UMIST). He has track record of successful Board level line management in manufacturing and financial services sectors. He has wide experience in developing and implementing successful strategies for growth and improving performance. He has worked in UK for a decade in various positions in the consulting practices of Capgemini UK, KPMG and Indeco IMC. He is also Director of Gujarat Sidhee Cement Limited and on the Board of subsidiary companies He joined the Board in October, 2008.
(v) Mr. Alexander Shaik (Non-Executive Director, IDM Nominee, Non-Independent)
Mr. Alexander Shaik, aged 43 years, holds a Bachelor of Arts (Politics & Asian history) and Honours in Law from The University of Melbourne, Australia. He is General Counsel and a Director at ADM Capital. He has over 20 years legal and commercial experience working on corporate and structured finance transactions. Before joining ADM Capital, he was employed in the Hong Kong office of the US law firm, Sidley Austin Brown & Wood, and he has also worked with the Tokyo office of Allen & Overy. He brings valuable structuring, regulatory and legal experience to the ADM Capital team. He is Director of India Debt Management Private Limited.
He joined the Board in February, 2006. He ceased to be the Nominee Director of India Debt Management Private Limited (IDM) on the Board w.e.f. 12.5.2015 as nomination was withdrawn by IDM.
(vi) Mr. Navin Sambtani (Non-Executive Director, IDM Nominee, Non-Independent)
Mr. Navin Sambtani, aged 34 years, is a B. Com. graduate and MBA (Finance) and has around 10 years of experience across investment banking and investment management.
He joined the Board in November, 2014. He ceased to be the Nominee Director of India Debt Management Private Limited (IDM) on the Board w.e.f. 12.5.2015 as nomination was withdrawn by IDM.
(vii) Mr. Anil Kaul (Non-Executive Director, BIFR Nominee, Non-Independent)
Mr. Anil Kaul, aged 65 years, is Post Graduate from the University of Allahabad, India. He has more than 3 decades of experience in the Cement Industry having worked with ACC and Ambuja Cements Ltd. He held position like Member, Board of Governors of National Council for Cement and Building Materials, Development Council for Cement Industry, Chairman, Cement Manufacturers' Association Committee for Exports and Vice Chairman ofthe Western Regional Committee, Chemicals and Allied Product Export Promotion Council. He was appointed on the Board as BIFR nominee in April, 2011.
(viii) Mr. S. V. S. Raghavan (Non-Executive Director, Independent)
Mr. S. V. S. Raghavan, aged 85 years, is IDAS (Retd). He has been awarded Padmashri by Government of India for his excellent services. He was also given the award of the "First Citizen of India" by the President of India. He was the Chairman of BHEL, MMTC, STC, BBIL and retired in the rank of Secretary of the Ministry of Commerce, Government of India, New Delhi. He is the Member of Audit Committee and Chairman of Nomination & Remuneration Committee. Originally, he joined the Board in February 1997.
(ix) Mr. M. N. Rao (Non-Executive Director, Independent)
Mr. M. N. Rao, aged 78 years, is a Science Graduate and Mechanical Engineer. He has worked with IDBI and has wide experience in Cement Industry. He is the Chairman of Audit Committee and Member of Nomination & Remuneration Committee. Originally, he joined the Board in November, 1984.
(x) Mr. B. P. Deshmukh (Non-Executive Director, Independent)
Mr. B. P. Deshmukh, aged 71 years, has done M. Com., LL.B., FCS. He has varied experience in finance. He is on the Board of EMI Transmission Ltd.
He joined the Board in October, 2004.
(xi) Mr. K. N. Bhandari (Non-Executive Director, Independent)
Mr. K. N. Bhandari, aged 73 years, has done B.A., LL.B. He is the Ex-Chairman-cum-Managing Director of The New India Assurance Company Limited and United India Insurance Company Limited. Mr. Bhandari is having rich experience in the Insurance Industry. He is also on the Board of several public listed companies. He joined the Board in October, 2005.
(xii) Mr. Jayant N. Godbole (Non-Executive Director, Independent)
Mr. Jayant N. Godbole, aged 70 years, is a B. Tech (Hons), NT (Mumbai) and holds Certificate of Financial Management from Jamnalal Bajaj Institute of Management Studies. He retired as Chairman & Managing Director of IDBI. He has vast knowledge and enriched experience in Finance. He is also on the Board of several public listed companies. He is a Member of Corporate Social Responsibility (CSR) Committee of the Company. He joined the Board in April, 2008.
(xiii) Mr. Bimal R. Thakkar (Non-Executive Director, Independent)
Mr. Bimal R. Thakkar, aged 50 years, has done B. Com. and Diploma in Export Management and has also done a course in International Business and Marketing from Trade Development Institute of Ireland. He has over two decades of experience and is currently spearheading the ADF Group. He has been instrumental in expansion of the business and promoting the company's products in international markets, development of Brands and creating new markets for the products in U.K. USA, Gulf, Australia, Europe etc. He is also on the Board of several public listed companies. He is a Member of Corporate Social Responsibility (CSR) Committee of the Company. He joined the Board in April, 2009.
(xiv) Mr. P. K. Behl (Non-Executive Director, Independent)
Mr. P K. Behl, aged 72 years, is First Class First Graduate Double Gold Medallist from Jaipur University. He retired as Executive Director (International Operations) from Life Insurance Corporation of India controlling in Sri Lanka, Mauritius, Nepal, U.K. and Bahrain and has vast knowledge on corporate matters. Short listed as Life Member for IRDA. Advisor for Asean University of Insurance and Risk Management (Proposed). He joined the Board in May, 2014.
(xv) Mrs. Bhagyam Ramani (Non-Executive Director, Independent)
Mr. Bhagyam Ramani, aged 63 years, is a Post Graduate in Economic (Hons) with specialization in Industrial & Monetary Economics and retired as Director & General Manager of General Insurance Corporation of India, a Government of India Undertaking. She has more than 4 decades experience in various fields including finance and accounts. She is also on the Board of several public listed companies.
She joined the Board in May, 2014.
(xvi) Mr. M. S. Gilotra (Managing Director, Non-Independent)
Mr. M. S. Gilotra, aged 65 years, is a Mechanical Engineer from BITS, Pilani. He has total experience of more than 4 decades. His total experience includes 21 years tenure with Associated Cement Companies Ltd. (ACC). During his career he has acted as head of operations of various cement units and has also been extensively involved in reviewing feasibility of new ventures, project execution and management. Mr. Gilotra is in charge of day-to-day operations of the Company and has substantial power of management. He is also the Managing Director of Gujarat Sidhee Cement Limited. He is a Member of Corporate Social Responsibility (CSR) Committee and Stakeholders Relationship & Grievances Committee ofthe Company. He joined the Board in June, 1995.
2.2 DIRECTORS RESIGNED DURING THE YEAR
During the year under review, India Debt Management Pvt Ltd withdrawn the nomination of Mr. Susheel Kak and Mr. Denys Firth as Member of the Board effective from 5th August, 2014 and of Mr. Alexander Shaik and Mr. Navin Sambtani effective from 12th May2015.
2.3 RE-APPOINTMENT OF DIRECTORS
Mr. Hemnabh Khatau shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.
Mr. Jay Mehta and Mr. M. S. Gilotra have been reappointed as Executive Vice Chairman and Managing Director respectively for a further period of 5 years from 1st January, 2016 to 31st December, 2020 and remuneration payable over a period of 3 years from 1st January, 2016 to 31st December, 2018.
The brief resume of the Director proposed to be reappointed is appended to the Notice of the Annual General Meeting.
2.4 MEETINGS, AGENDA AND PROCEEDINGS ETC. OF THE BOARD MEETING.
During the financial year under review, 4 Board Meetings were held on the 30th May, 2014, 4th August, 2014, 6th November, 2014 and 9th February, 2015. The Directors are also given an option of attending the board meeting through Video conferencing. The last Annual General Meeting (AGM) was held on 19th September, 2014.
Separate Meeting of Independent Directors:
As per Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 26th March, 2015 to review the performance of Non-independent Directors and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information necessary for the Board to discharge its duties between the Company's management and its Board.
The agenda papers backed by the following information (except for the price sensitive information, which is circulated at the meeting) are circulated to the Directors seven days prior to the Board Meeting. Additional agenda in the form of 'Other Business" are included with the permission ofthe Chairman.
Information to the Board of Directors
The following information is placed before the Board :
- Annual Revenue Budget and Capital Expenditure plans.
- Quarterly and annual financial results and results of operations.
-Budget and Financial plans of the Company.
- Formation / Reconstitution of Board Committees and Terms of Reference of Board Committees.
- Minutes of Meetings of Audit Committee, Nomination & Remuneration Committee, Finance & Legal Committee, Stakeholders Relationship & Grievances Committee and Subsidiary Companies.
- Fatal or serious accidents or dangerous occurrences, any material effluent or pollution problems.
- Any material or default, in meeting any financial obligation to and by the Company or substantial non-payment of goods sold, services rendered, if any.
-Any issue, which includes possible public or liability claims of substantial nature, including any judgment or order, if any, which may have passed strictures on the Company.
- Developments in respect of Human Resources.
- Compliance or Non-compliance of any Regulatory, Statutory or Listing requirement and Investor services such as non payment of dividend, delay in share transfer etc.
Invitees & Proceedings:
Apart from the Board members, the Company Secretary and CFO are invited to attend all the Board Meetings. Other senior management executives are also invited to provide inputs for the items being discussed by the Board. The Managing Director and CFO makes presentation on the quarterly and annual operating and financial performance and on annual budget. The Chairman of various Board Committees brief the Board on all the important matters discussed and decided at their respective committee meetings, which are generally held prior to the Board Meeting.
2.5 OTHER DIRECTORSHIPS
None of the Directors is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Director acts as a member of more than 10 committees or acts as a chairman of more than 5 committees across all Public Limited Companies in which he/she is a Director.
2.6 FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS:
In accordance with the requirements of Clause 49 of the Listing Agreement, the company conducted a Familiarization Programme for all Independent Directors. The Independent Directors were made familiar with the Role and duties ofthe independent Directors under the Companies Act, 2013 and Listing Agreement and with the nature of the industry in which the company operates, business model ofthe company.
The programme was conducted by the veterans ofthe respective fields. Further details ofthe programme is available at the following link: http://scl.mehtagroup.com/announcements/familiarization-program-for-independent-directors-for-the-year-2014-15
2.7 EVALUATION OF THE BOARD'S PERFORMANCE
In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance ofthe Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
3 AUDIT COMMITTEE
Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process.
The Audit Committee of the Board comprises of three members viz. Mr. M. N. Rao, Mr. S. V. S. Raghavan and Mr. Anil Kaul. Mr. M. N. Rao is the Chairman of the Audit Committee. Mr. M. N. Rao, Chairman of the Audit Committee was present at the last AGM.
The Audit Committee meetings were held on 30.5.2014, 4.8.2014, 6.11.2014 and 9.2.2015. Partners/Representative from M/s. Haribhakti & Co., Chartered Accountants - Internal Auditors, M/s Bansi S. Mehta & Co, Chartered Accountants-Statutory Auditors also attended the meetings. Mr. Ritesh Talati, partner of M/s. V. J. Talati & Co., Cost Accountants attended the meeting held on 30.5.2014.
The approved Minutes of the Audit Committee Meetings are perused and noted by the Board of Directors at the subsequent Board Meetings.
Terms of reference of Audit Committee
1. Oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommend the appointment, remuneration and terms of appointment of Auditors of the Company;
3. Approve payment to Statutory Auditors for any other services rendered by them.
4. Review the management, the annual financial statements and auditor's report thereon before submission, to the board for approval.
5. Review, with the management, the quarterly financial statements before submission to the board for approval;
6. Review, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approve transactions of the Company with related parties and any subsequent modification;
9. Scrutinize inter-corporate loans and investments;
10. Consider Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluate internal financial controls and risk management systems;
12. Review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority ofthe official heading the department, reporting structure coverage and frequency of internal audit;
14. Discuss with Internal Auditors of any significant findings and follow up there on;
15. Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
16. Discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. Review the functioning of the Whistle Blower / Vigil Mechanism;
19. Approve appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carry any other function as is mentioned in the terms of reference of the Audit Committee;
4. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Board has constituted a CSR Committee as required under Section 135 of the Companies Act, 2013 comprising of the following Directors.
1. Mr. Jay Mehta - Executive Vice Chairman
2. Mr. M. S. Gilotra - Managing Director
3. Mr. Jayant N. Godbole - Member
4. Mr. Bimal Thakkar - Member
During the year under review, the Committee had one meeting held on 6th November, 2014 which was attended by all the Members. The company has a policy in place on the Corporate Social Responsibility.
Terms of Reference of the Committee are as follows:
a) 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 Section 135 of Companies Act, 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII;
b) To recommend the amount of expenditure to be incurred on the activities referred to in clause (a);
c) To monitor the CSR Policy of the Company from time to time; and
d) Such other Terms of Reference as may be specified from time to time under the Companies Act, 2013, Rules thereunder and Schedule VII of the Act.
5. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of three directors viz. Mr. S. V. S. Raghavan, Mr. M. N. Rao and Mr. Anil Kaul. Mr. S. V. S. Raghavan is the Chairman ofthe Committee.
During the year under review, three meetings of Nomination & Remuneration Committee were held on 4th August, 2014, 6th November, 2014 and 9th February, 2015.
The approved Minutes of the Nomination & Remuneration Committee Meetings are perused and noted by the Board of Directors at the subsequent Board Meetings.
Terms of Reference of the Committee are as follows:
1. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration ofthe directors, key managerial personnel and other employees;
2. Formulate of criteria for evaluation of Independent directors and the Board;
3. Devise a policy on Board diversity;
4. Identify persons who are qualified to become directors and also such persons who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board, their appointment and removal.
The Company has a Nomination and Remuneration Committee Charter and Compensation Policy in place. Remuneration policy in the company is designed to create high performance culture.
The Remuneration / Compensation / Increments to the Whole Time Director, KMR Senior Management Personnel is being determined by the Committee and then recommended to the Board. Shareholders Approval is taken as and when required under the Act. The provisions of the Act along with Schedule V to be complied with.
The Remuneration / Commission to be paid to Executive / Non Executive Directors to be paid as per the Companies Act, 2013. Sitting Fees being paid to Non Executive/ Independent Directors should not exceed Rs. One lac Per meeting ofthe Board / Committee or such higher amount as may be prescribed by the Central Government from time to time. The Company also reimburses the out of pocket expenses incurred by the Directors for attending the meeting.
6. STAKEHOLDERS RELATIONSHIP & GRIEVANCES COMMITTEE
The Committee comprises of Mr. Jay M. Mehta - Executive Vice Chairman, Mr. M. S. Gilotra - Managing Director, Mr. Anil Kaul -Special Director, BIFR. Ms. Sonali Sanas, Vice President (Legal) & Company Secretary is designated as the Compliance Officer who overseas the redressal ofthe investor grievances.
During the year, the Committee had 4 meetings on 30.5.2014, 4.8.2014, 6.11.2014 and 9.2.2015
The approved minutes of the Stakeholders Relationship & Grievance Committee is circulated and noted by the Board of Directors atthe subsequent Board Meetings.
Terms of Reference
The Committee is responsible to resolve the grievances of Security holders of the Company as well as specifically look into the redressal of grievances of shareholders, debenture holders and other stakeholders including complaints related to transfer of shares, non receipt of Balance Sheet and non receipt of declared dividends.
7. RISK MANAGEMENT COMMITTEE
The revised Clause 49 mandates constitution of the Risk Management Committee. Accordingly, the Board at its meeting held on 6th November, 2014 constituted Risk Management Committee comprising of Mr. Jay Mehta, Executive Vice Chairman, Mr. M. S. Gilotra, Managing Director and Mr. S. C. Khanna, Executive Director (Operations & Projects) as Members ofthe Committee. The Company Secretary of the Company is the Secretary of the Committee.
Risk Management Principles
The company has formulated a Risk management policy. The principles contained in the policy will be applied at both corporate and operational levels to all locations within the Company. These are broadly divided in two parts viz. General Principles and Specific Principles.
The general principles are :
- all risk management activities will be aligned to corporate aims, objectives and organizational priorities of the company.
- Risk analysis will form part of the company's strategic planning, business planning and investment /project appraisal procedures.
- Managers and staff at all levels will have a responsibility to identify, evaluate and manage and report risks.
- Risks will be primarily managed by the business functional heads transacting the business, which gives rise to risks.
- The company will foster a culture, which provides for spreading best practice, lessons learnt, and expertise acquired from risk management activities across the Company for its benefit.
The specific principles are :
- Risk Management in the Company should be proactive and reasoned. Corporate and operational risks should be identified, objectively assessed, and actively managed;
- The aim is to anticipate, and where possible, avoid risks rather than dealing with their impact. However for some key areas where the likelihood of a risk occurring is relatively small, but the impact on the Company is high, the Company may cover that risk by developing contingency plans, e.g. Business Continuity Plans. This will allow the Company to contain the negative effect of unlikely events which might occur.
- In determining an appropriate response, the cost of control/risk management, and the impact of risks occurring will be balanced with the benefits of reducing risk. This means that the Company will not necessarily set up and monitor controls to counter risks where the costs and efforts are disproportionate to the impact expected benefits.
- The Company recognizes that some risks can be managed by transferring them to a third party for e.g. by out sourcing, or possibly, by insurance.
Based on the above principles, the Board at its meeting held on 4th August, 2014 adopted Risk Management Charter and Policy which is posted on the website of the Company.
During the year under, the Committee had one meeting on 6th February, 2015which was attended by all the members.
8. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Keeping in line with the philosophy of Open Communication and Transparency practiced by the Company, the Policy is formulated to provide an opportunity to the directors and employees ofthe Company to approach the Audit Committee in good faith, when they suspect or observe unethical or wrongful practices, malpractices, non-compliance of company policies etc.
a) Transactions with Related Party / Material Nature
During the year there were no transactions of material nature with the Promoters, the Directors, Management or the subsidiaries or relatives of the Directors that had potential conflict with the Company. Transactions with related parties are mentioned in Note No. 36 of Notes forming part of financial statements.
b) Penalties & Strictures
(i) There were no instances of non-compliance on any matter related to the capital markets, during the last three years.
(ii) No penalties or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets.
c) Related Party Transactions
The details of all transactions with related parties are placed before the Audit Committee and Board. The Company has a policy on dealing with the related party transactions. The related party transactions policy is available on the website ofthe Company. The web-link to the same is http://scl.mehtagroup.com/policy/related-party-transactions-policy.
d) Policy for determining the Material Subsidiaries:
The Company has a policy for determining the "Material Subsidiaries" in place. The said policy is available at web-link http://scl.mehtagroup.com/policy/material-subsidiary-policy.
e) Disclosure of Accounting Treatment:.
In preparation of Financial Statements, the Company has followed the Accounting Standards as notified under Companies (Accounting Standards) Rules, 2006, as applicable.
f) Disclosure on Risk Management:
The Company has laid down procedure on the risk assessment and minimization procedures, which is periodically reviewed by the Company.
g) Code of Conduct;
The Board has formulated a Model Code of Conduct for the Board Members and Senior Management of the Company. The Board members and senior management personnel have affirmed their compliance with the code and a declaration signed by them was placed before the Board. A declaration by the Managing Director to the effect that the Board of Directors and the senior management has complied with the Code of conduct forms part of this report.
h) CEO/CFO Certification
A CEO/CFO certificate on the Audited / Unaudited Financial Statements of the Company for each quarter and annual financial results were placed before the Board.
i) Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace
The Company has in place, a formal policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace (the Policy) and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" notified by the Government of India vide Gazette Notification dated 23rd April, 2013. Detailed mechanism has been laid down in the policy for reporting of cases of sexual harassment to 'Internal Complaints Committee' comprising senior official of the Company and an independent member from NGO, constituted under this policy for conducting of inquiry into such complaints, recommending suitable action during the pendency and/or completion of the inquiry including strict disciplinary action including termination of the services.
11. MEANS OF COMMUNICATION:
The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after these are approved by the Board. These results are published in Jaihind, Rajkot Edition in Gujarat and in Financial Express, Ahmedabad & Mumbai. The Company has not sent the half yearly report to each household of shareholders. The Company has not made any presentation to the Institutional Investors or Analysts. These results are simultaneously posted on the website of the Company at http://scl.mehtagroup.com/investors/financials and Electronic Data Information Filing and Retrieval website maintained by SEBI.
12. GENERAL SHAREHOLDERS INFORMATION:
i) Audited results for the current Financial Year ended 31st March 2015.
ii) Board Meeting for consideration of unaudited results
Quarter I (ended 30.6.2014) Within the period as stipulated under the Listing Agreement with the Stock Exchange from time to time.
Quarter II (ending 30.9.2014) Within the period as stipulated under the Listing Agreement with the Stock Exchange from time to time.
Quarter III (ending 31.12.2014) Within the period as stipulated under the Listing Agreement with the Stock Exchange from time to time.
Quarter IV (ending 31.3.2015) Within the period as stipulated under the Listing Agreement with the Stock Exchange from time to time.
iii) Annual General Meeting is proposed to be held
Wednesday, the 23rd September, 2015
iv) Date of Book closure
Monday, the 14th September, 2015to Wednesday, the23rd September, 2015 (Both days inclusive)
v) Listing of Equity Shares on Stock Exchange at:
a) The Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400 001.
Stock Code 502175
Demat lSIN No. INE626A01014
vi) Listing Fees:
The Company has paid Listing Fees for the financial year 2015-2016 to the Bombay Stock Exchange Ltd., (BSE) where the Company's shares are listed.
vii) Registrar & Share Transfer Agent:
The Company has appointed M/s. Link Intime India Pvt Ltd as Registrar and Transfer Agent for transfer of securities held in physical form. The Registrar also accepts and attends to complaints of security holders. Their complaints are given top priority by them and are replied promptly.
No complaint received from the Shareholders / Investors ason31.3.2015 is pending relating to transfer of security.
viii) Share Transfer System
The share transfer in physical form are processed by the Registrars and Transfer Agents and the share certificates returned within a period of15to 20 days from the date of receipt provided that the documents are found to be in order.
The shares held in demat form are transferred electronically through the depositories, i.e. CDSL & NSDL.
ix) Dematerialization of shares:
Aon 31.3.2015, 4,99,44,515 equity shares constituting 97.56% ofthe Company's total share capital were held in dematerialized form with NSDL and CDSL.
x) Plant Location:
Near Railway Station, Ranavav, Gujarat 360 560.
xi) Address for correspondence :
Near Railway Station, Ranavav - 360 560, Dist: Porbandar, Gujarat.
2.Corporate Office : Share Department
2nd Floor, N. K. Mehta International House, 178 Backbay Reclamation, Mumbai 400 020. E-mail ID: email@example.com
Shareholder correspondence should be addressed to Registrars & Transfer Agent:
M/s. Link Intime India Pvt Ltd (Unit: Saurashtra Cement Limited)
C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), MUMBAI - 400 078. Tel. 022 - 25963838, Fax : 022-25946969 Contact Person : Mr. Sharad Patkar
A separate e-mail ID: firstname.lastname@example.org has been created specifically for investor query / complaints.
Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant (DP) regarding change of address, change of Bank Account / Bank nomination etc.
xii) Mandatory requirement of PAN:
Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Registrars & Transfer Agent while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.
13. NON MANDATORY REQUIREMENTS :
(a) Chairman's Office :
The Corporate Office of the Company supports the Chairman in discharging the responsibilities.
(b) Shareholders Rights
As the Company's quarterly results are published in English Newspaper having circulation all over India and in a Gujarati Newspaper widely circulated in Gujarat, the same are not sent to each Shareholder.
(c) Code for Prohibition of Insider Trading
Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has adopted a "Code for Prevention of Insider Trading". Ms. Sonali Sanas, Vice President (Legal) Company Secretary is the "Compliance Officer". The Code of Conduct is applicable to all Directors and designated employees.
14. SUBSIDIARY COMPANIES:
There is no material non listed Indian Subsidiary Company as on 31-03-2015 requiring appointment of Independent Director ofthe company on the Board of Directors ofthe subsidiary companies.
On behalf of the Board of Directors
M. S. Gilotra Managing Director
Jay Mehta Executive Vice Chairman
Dated : 14th May, 2015