REPORT ON CORPORATE GOVERNANCE
L. CORPORATE GOVERNANCE PHILOSOPHY
Our Corporate Governance philosophy is aimed at creating and nurturing a valuable bond with stakeholders to maximise stakeholders' value. Shree Cement Limited (SCL) has always conducted itself by adhering to the core values of transparency, accountability and integrity in all its business practices and management. Company believes that a business can be successful only if it is ethical and meets the aspirations of all its stakeholders which include shareholders, employees, suppliers, customers, investors, communities or policy makers.
At SCL, we have, over the years, strengthened our relationships with our partners in a manner that is dignified, distinctive and responsible. We have adhered to our core values and ethical standards in dealing with all stakeholders. The governance practices are under continuous review and benchmarked against best practices.
SCL has the distinction of consistently rewarding its shareholders over 30 eventful years from its IPO. Since then, SCL has moved from one big idea to another and these milestones continue to fuel its relentless pursuit of ever-higher goals.
i. BOARD OF DIRECTORS
The Board of Directors comprises of appropriate mix of Executive, Non-Executive and Independent
Directors as required under Companies Act, 2013 and Listing Regulations to maintain the Independence of the Board, and to maintain an optimal mix of professionalism, knowledge and experience to enable the Board to discharge its responsibilities. Board consists of 11 members, two of whom are executive directors, two non-executive directors (including Chairman) and seven Independent Directors.
The Board of Directors ('the Board') is responsible for and committed to sound principles of Corporate Governance in the Company. The Board, along with its Committees, provides leadership and guidance to the management and directs and supervises the performance of the Company, thereby enhancing stakeholders' value. The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board also plays a crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and Independent Board.
Category and Attendance of Directors
The names and categories of Directors, their attendance at the Board Meetings held during the year 2015-16 (9 months period) and at the last Annual General Meeting, as also the number of Directorships and Committee positions held by them in public limited Companies (excluding SCL) are given below
3 (Three) Board Meetings were held during Financial Year 2015-16 i.e. on 5th August, 2015, 14th November, 2015 and 2nd February, 2016 and the gap between any two meetings did not exceed 120 days. Board Procedures
The Board of Directors of the Company acts in their capacity as 'management trustee', being responsible for managing affairs of the Company on behalf of the shareholders. Therefore, it is absolutely necessary to ensure complete transparency and foresightedness in the decision-making process. The Board takes decision based on detailed discussion and deliberation. The members of the Board have complete independence to raise any issue/matter for discussion. Meetings of the Board are governed by a structured agenda. Agenda of meeting is circulated to the Board Members well in advance. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. To supplement this, it is ensured that Board members are presented with all the relevant information, in addition to the agenda of the meeting, for review on vital matters affecting the working of the Company including the minimum information to be placed before the Board as inter-alia specified under Regulation 17(7) of the Securities and Exchange Board of India (Li sting Obligations and Disclosure Requirements) Regulations, 2015.
Our definition of 'Independence' of Directors is derived from Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. All Independent directors make annual disclosure of their independence to the company and Seven directors out of eleven directors of the Company are Independent. None of the Independent Directors are having any material pecuniary relationship or transactions with the company or its subsidiaries, apart from receiving sitting fee and commission as an independent director. Independent Directors' Separate Meetings The Independent Directors of the Board met without the presence of any Non-Independent Directors and Management Representatives on 2nd February, 2016 at Kolkata to inter alia discuss the following:
• Review of performance of Non-Independent Directors;
• Review of performance of Board as a whole;
• Review of Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors; and
• Assess of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Independent Directors were assisted in this meeting by an Independent External Facilitator. A report compiled by External facilitator on the outcome of the meeting was also placed before the Board for its perusal.
Familiarization Programme for Independent Directors
A detailed presentation is provided to the Independent Directors of the Company at the time of their appointment, which covers their Role, Duties and Responsibilities, Company's strategy, business model, operations, markets, organisation structure, products etc. The said presentation is also provided to existing Independent Directors every year. As part of board discussions, presentation on performance of the Company is given to the Board Members during the Board Meeting. Plant visits are also arranged for independent directors when they come at the Registered office for attending the Annual General Meeting of the Company, for better understanding of the Company's operations. The details of such familiarisation programmes for Independent Directors are posted on the website of the Company and can be accessed on the website of the Company at link:-<http://www.shreecement.in/> shareholding-information.html#.
SCL has put in place a governance structure with defined roles and responsibilities of every constituent of the system. The shareholders of the company appoint the Directors who act as a trustee of the interests of all the stakeholders of the company. The Board of Directors discharges its responsibilities in an effective manner with the help of several Board Committees and the management of the Company. The Company Secretary acts as Secretary to all Committees of the Board. The Chairman is responsible for fostering a culture which enables the Board to carry out its function in a harmonious manner and ensure that the Board provides effective governance to the Company. The Chairman presides at meetings of the Board and of the shareholders of the Company. The Managing Director is responsible for overall management of the Company, providing strategic direction for business strategies, growth and expansion of business along with all other policy decisions having significant business and financial implications. The Jt. Managing Director is involved in the management of the company including all strategic and policy matters of the Company, along with providing critical insight and directions in the operational and management decisions of the Company. Core Committee comprising of senior executives of company and key functional heads execute the day to day operational matters under the overall guidance and supervision of Managing Director and Jt. Managing Director, thereby strengthening the effectiveness of control in management of affairs of Company.
The Board has constituted Committees of Directors to look into and monitor the matters falling within their terms of reference:
A. Audit and Risk Management Committee A.1. Terms of Reference:-
The Audit and Risk Management Committee reviews the matters falling in its terms of reference and addresses larger issues that could be of vital concerns to the Company. The Committee constituted by the Board in terms of Section 177 of the Companies Act, 2013 meets the requirement of said section as well as of the Listing Regulations.
The terms of reference of the Committee broadly includes matters pertaining to review of financial reporting process, adequacy of internal control systems, discussion of financial results, interaction with auditors, appointment and remuneration of auditors, adequacy of disclosures, risk management framework and other relevant matters. In particular, these include:
• Review the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a) matters required to be included in the director's responsibility statement of the board's report in terms of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013;
b) changes, if any, in accounting policies and practices and reasons for the same;
c) major accounting entries involving estimates based on the exercise of judgment by management;
d) significant adjustments made in the financial statements arising out of audit findings;
e) compliance with listing and other legal requirements relating to financial statements;
f) disclosure of any related party transactions;
g) qualification's, if any, in the draft audit report;
• Review the quarterly financial statements before submission to the board for approval;
• Reviewing the financial statements of subsidiaries in particular, the investments made by the unlisted subsidiaries of the Company, if any;
• Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• Reviewing and monitoring the auditor's independence & performance and effectiveness of audit process;
• Approval (including Omnibus approval) or any subsequent modification of transactions with related parties;
• Review of inter-corporate loans and investments;
• Valuation of undertakings or assets of the listed entity, wherever it is necessary;
• Evaluation of internal financial controls;
• Reviewing performance of statutory and internal auditors, adequacy of the internal control systems;
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
• Discussion with internal auditors of any significant findings and follow up there on;
• Reviewing 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;
• Discussion 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;
• To review the functioning of the whistle blower mechanism;
• Approval of appointment of chief financial officer after assessing the qualifications, experience, background, etc. of the candidate;
• Review the management discussion and analysis of financial condition and results of operations;
• Review the management letters / letters issued by the statutory auditors and internal audit reports on internal control weaknesses;
• Review of the appointment, removal and terms of remuneration of the chief internal auditor of the Company;
• Formulating and recommending the Risk Management Policy Procedure and Plans to the Board and review and evaluation of the Risk Management System;
• Carrying out any other function as mentioned in the terms of reference of the Audit and Risk Management Committee.
A.2. Composition, meetings and attendance of Audit and Risk Management Committee
All members of the Committee are financially literate, with Shri O. P. Setia, Chairman of the Committee, having the relevant accounting and financial management expertise. The "Audit Committee" and "Risk Management Committee" of the Board of Directors have been merged and renamed as "Audit and Risk Management Committee" in Board meeting held on 14th November, 2015.
A.3. Invitees to the Committee
The Chief Finance Officer (CFO) along with Representative(s) from Statutory and Internal Auditors of the Company are permanent invitees and remain present in the meetings for responding to the observations of the Committee. The Company Secretary acts as Secretary to the Committee.
B. Nomination cum Remuneration Committee
B.1. Terms of Reference:
Committee is empowered to:-
- Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal
- Carry out evaluation of every director's performance
- Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees
- Formulate the criteria for evaluation of Independent Directors of the company
- Recommend/review remuneration of the Managing Director(s) and Whole Time Director(s) based on their performance and defined assessment criteria
- Carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable
- Perform such other functions as may be necessary or appropriate for the performance of its duties
B.3. Performance evaluation criteria for Independent Directors
The Nomination cum Remuneration Committee lays down the performance evaluation criteria which covers attendance and contribution of director at Board/Committee Meetings, adherence to ethical standards and code of conduct of the Company, interpersonal relations with other directors, meaningful and constructive contribution and inputs in the Board/Committee meetings etc.
B.4. Remuneration Policy
SCL believes in nourishing a people friendly environment aimed at attaining high and sustainable growth where each and every personnel working with SCL is able to achieve the company's vision of being the best in the industry.
The objective of the remuneration policy is:-
- to enable the Nomination cum Remuneration Committee to attract highly qualified executives to join the Board of Directors of the Company and top management
- to enable the top management to attract, recruit and retain people at senior level positions in the organization
- to enable the top management working along with senior personnel and Human Resource group of the organization to attract, recruit, motivate and retain the best talent available to join its team
- to create value for all stakeholders in an efficient and responsible manner
- to ensure that the directors, executives and other employees are remunerated fairly and responsibly with the long term interest of the company in mind
The Policy covers appointment and fixing of remuneration for all the Directors as well as Key Management Personnel (KMP) of the company, which includes the Chief Financial Officer and the Company
Secretary. It also includes the appointment of other senior management personnel, which the Board may decide to appoint and who may report to the top management of the company. Further, the appointment and remuneration of other employees of the company shall also be guided by this policy although the specific implementation may be undertaken by the respective department responsible for hiring in the company.
B.5. Remuneration of Directors
The Remuneration of the Executive Directors is decided by the Board based on the recommendation of the Nomination cum Remuneration Committee. The remuneration of Executive Directors is decided based on following board criteria i.e. Industry trend, Remuneration package in other comparable Corporates, Job contents and key performance areas, Company's performance etc. The remuneration structure of the Executive Directors comprises of salary, contribution to Provident Fund, Superannuation Fund/other such funds or schemes, commission, perquisites & allowances and gratuity in accordance with Company's rules. Necessary approvals from shareholders are sought in the general meetings for confirming the remuneration package(s). Executive Directors are not paid any sitting fees for attending meetings of Board or Committee thereof.
The remuneration of the Non-Executive Directors comprises of sitting fees and Commission, if any. Non-Executive Directors are paid sitting fees of 7 50,000/-(which increased to 7 75,000/- from Board/ Committee meetings held on 26th May, 2016) for each meeting of the Board/Committee of the Board attended by them which is within the limits as prescribed under the Companies Act 2013. Besides the sitting fees, they are also paid commission.
Payment of commission to Non-Executive Directors including Independent Directors is made based on their contribution at the Board, time spent on operational matters and other responsibilities assigned.
Service Contract, Notice Period, Severance Fees and Stock Options
• The appointments of Shri H. M. Bangur, Managing Director and Shri Prashant Bangur, Jt. Managing Director are for five years from the date of their appointment
• Notice period: As per the Rules of the Company
• Except Gratuity and Earned Leave at the end of the tenure, no other severance fees is payable
• No Stock Options are granted during the year
C. Stakeholders' Relationship Committee C.1. Terms of Reference:
Committee is empowered to:-
- Review, on a periodic basis, status of cases relating to transfer, transmission of shares, issue of duplicate shares/debentures etc;
- Monitor expeditious redressal of investors' grievances;
- Review instances of non-receipt of Annual Report and declared dividend; and
- Consider all other matters related to all security holders of the Company.
C.2. Composition, meeting and attendance of the Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee consists of all Independent Directors and during the year under review met on 2nd February, 2016 and reviewed the status of investors' complaints received and resolved during the calendar year 2015.
C.3. Particulars of Investors' Complaints handled by the Company and its Registrar and Share Transfer Agent during the year are as under:
M/s. Karvy Computershare Pvt. Ltd., Hyderabad is acting as the Share Transfer Agent of the Company to carry out the share transfer and other related work. Shri S. S. Khandelwal, Company Secretary of the Company is the Compliance Officer in terms of Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Share Transfer Agent/Company has timely resolved/ attended all the complaints and no complaint or grievance remained unattended/unresolved at the end of the year
D. Corporate Social and Business Responsibility Committee (CSBR Committee)
As required under Section 135 of the Companies Act, 2013, the Company has constituted CSBR committee of Directors inter-alia, to formulate Corporate Social Responsibility (CSR) Policy, to recommend the amount of expenditure to be incurred on the activities in line with objectives given in CSR policy, monitor the CSR policy, etc. The Terms of reference and other details are as follows:-
D.1 Terms of Reference:
Committee is empowered to:-
- Formulate and recommend to the board, a Corporate Social Responsibility (CSR) Policy;
- Recommend the amount of expenditure to be incurred on the activities in line with objectives given in CSR policy;
- Oversee the Company's activities and contribution with regard to its corporate and societal obligations and its reputation as a responsible corporate citizen;
- Review the performance of the Company on environment, governance and sustainability initiatives and matters;
- Approve the policies on principals as required in terms of Business Responsibility Reporting requirements and changes/modifications required from time to time in such policies;
- To approve Company's report on Business Responsibility Reporting requirements.
• Related Party Transactions: During the year, your Company has entered into related party transactions, which were on arm's length basis and in the ordinary course of business. There were no material significant transactions with the related party as defined under section 188 of the Act. All related party transactions have been approved by the Audit and Risk Management Committee.
The policy on Related Party Transactions as approved by the Board is available on Company's we b s i t e a n d c a n b e a c c e s s e d a t : -<http://www.shreecement.in/pdf/Shree-related->party-transction-policy.pdf.
• Non-compliance/strictures/penalties imposed: No non-compliance/stri ctures/ penalties have been imposed on the Company by the Stock Exchange(s) or the Securities and Exchange Board of India or any statutory authority on any matters related to capital markets during the last three years.
Accounting Treatment: Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit and Risk Management Committee in consultation with the Auditors.
Risk Management: Risk evaluation and management is an on-going process within the organisation. The Company has a well-defined risk management framework in place. The Company periodically places before the Audit and Risk Management Committee and the Board, the key risks and the risk assessment and mitigation procedures followed by the Company for its review.
Details of compliance with mandatory requirements and adoption of non-mandatory requirements: The Company has complied with all mandatory requirements of Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Disclosure of Compliance of Non-mandatory requirements as specified in Part E of the Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:-
a. Non-Executive Chairman's Office: The
Chairman of the Company is Non-Executive Director. Company maintains a separate office with all necessary infrastructure and all assistance is made available to him to enable him to discharge his responsibilities effectively.
b. Shareholder's Rights: As the quarterly and half yearly financial performance along with significant events are published in the news papers and are also posted on the Company's website, the same are not being sent to the shareholders.
c. Modified opinion in Auditors Report: The
Company's financial statement for the year 2015-16 does not contain any modified audit opinion.
d. Separate posts of Chairperson and Chief Executive Officer: Company is having separate posts of Chairman (Non-Executive) and Managing Director.
e. Reporting of Internal Auditor: The Internal Auditors of the Company submits their reports to the Audit and Risk Management Committee and have direct access to the Committee.
Commodity price risk or foreign exchange risk and hedging activities: Fuel is a major part of input being used by the company for Cement production and Power generation, which is exposed to price volatility. Company has adequate price review mechanism to protect it against volatile fuel price movements.
Company's foreign exchange risk emanates from forex borrowings and import of fuel and other raw materials. All the forex borrowings are fully hedged against foreign currency fluctuations. As regards import of Fuel and other raw materials, the Company decides about the hedging based on prevailing market conditions, macro-economic factors, duration of position etc. The Company does not enter into any derivative instruments for trading or speculative purposes.
Disclosures of the Compliance with Corporate Governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 are as follows:
Compliance Certification by CEO / CFO
The Managing Director and the Chief Finance Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) read with Part B of Schedule II of the Securities and Exchange Board of India (Listing Obligations and D is closure Requirements) Regulations, 2015. The certificate for 2015-16 given by the Managing Director and the Chief finance Officer is annexed to this Report. The Managing Director and the Chief Finance Officer also give quarterly certification on financial results to the Board in terms of Regulation 33(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Code of Conduct
The Board of Directors has laid down a Code of Conduct known as 'Policy on Ethics, Transparency and Accountability' for all the Board Members and Employees of the Company. The code covers amongst other things the company's commitment to honest and ethical personal conduct, fair competition, corporate social responsibility, sustainable development, health & safety, transparency and compliance of laws & regulations etc. The code of conduct is posted on the website of the Company.
All the Board members and senior management personnel have affirmed compliance with the code. A declaration to that effect signed by the Managing
Director is attached and forms part of the Annual Report of the Company.
Prevention of Insider Trading
As per the Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015, the Company has formulated and implemented a Code of Internal Procedure and Conduct for Regulating, Monitoring and Reporting trading in securities of the Company by Insiders. All the Designated Persons as defined in the code are governed by this Code. The Company has appointed Shri S. S. Khandelwal, Company Secretary as Compliance Officer who is responsible for setting forth procedures & implementation of the Code.
Company has also formulated and uploaded on its official website Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information as envisaged under Regulation 8(1) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and nominated Company Secretary, Shri S. S. Khandelwal as Chief Investor Relations officer to deal with dissemination of information and disclosure of unpublished price sensitive information.
COMMUNICATION TO STAKEHOLDERS
Effective communication of information is an essential component of Corporate Governance. It is a process of sharing information, ideas, thoughts, opinions and plans to all stakeholders whi ch promotes management-shareholder relations. The Company regularly interacts with shareholders through multiple channels of communicate on such as results announcement, annual report, media releases, Company's website and subject specific communications.
• The unaudited quarterly and audited annual financial results are announced immediately after approval from the Board and sent to respective stock exchanges where the Company's shares are listed within the time specified in the listing regulations.
Thereater, these are circulated among media / news agencies / analyst etc. of the Company and are displayed on the Company's website www.shreecement.inThese results are published in all leading newspapers normally with Economic Times, Business Standard, Business Line, Dainik Bhaskar within forty-eight hours.
Annual Report of the Company is sent to each shareholder prior to the Annual General Meeting.
Company also sends reminders to all shareholders, whose dividends have remained unclaimed, before depositing the monies to Investors' Education and Protection Fund (IEPF) .
NSE Electronic Application Processing System
(NEAPS) and BSE online portal: The NEAPS is a
web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, etc. are filed electronically on NEAPS. Similar filings are made to BSE on their Online Portal - BSE Corporate Compliance & Listing Centre.
SEBI Complaints Redress System (SCORES):
The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.
Website: The Company's website www.shreecement.in contains a separate dedicated section 'Investor Centre' wherein online query lodging facility has been made available to the investors.
Annual General Meeting
Day & Date of AGM Friday, 12th August, 2016
Time 12.15 PM
Venue : "Rangmanch Auditorium" Bangur Nagar, Beawar - 305 901, Distt.: Ajmer, Rajasthan
a) Details of the Annual General Meeting held in the last three years are as under:
Financial Year and Tentative Financial Calendar
The current Financial Year of the Company is 15t July to 315t March (9 months pe Tentative financial reporting for the Financial Year 2016-17 is as under:
Un-audited/Limited Review Results:
First Quarter ended 30.06.2016 : Within 45 days from the end of quarter
Second Quarter/half year ended 30.09.2016 : Within 45 days from the end of quarter
Third Quarter ended 31.12.2016 : Within 45 days from the end of quarter
Year ended 31.03.2017 Within 60 days from the end of the year
Date of Book Closure
Monday, 8th August, 2016 to Friday, 12th August, 2016 (Both days inclusive).
Dividend Payment Date
Particular Record Date Payment Date
1 1st interim dividend for year 2015-16 : 11th February, 2016 : 12th February, 2016
2 2nd interim dividend for year 2015-16 : 18th March, 2016 : 21st March, 2016
Listing on Stock Exchange
Name of Stock Exchange Stock Code
BSE Limited P. J. Towers, Dalal Street, Fort, Mumbai - 400 001
Stock Code 500387
National Stock Exchange of India Limited
Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051
Stock Code SHREECEM EQ
Name of the Depositories (for Demat only) ISIN
National Securities Depository Ltd.
Trade World, 'A' Wing, 4 & 5 Floors, Kamala Mills Compound, Lower Parel, Mumbai - 400 013
ISIN : INE070A01015
Central Depository Services (India) Ltd.
P. J. Towers, 17th Floor, Dalal Street, Fort, Mumbai - 400 001
corporate Identification Number (CIN): L26943RJ1979PLC001935
Share Transfer System
Transfer of shares in dematerialised form is done through the Depository Participant without any involvement of the Company/Share Transfer Agent. As regards transfer of share in physical form, the transfer document can be lodged with Karvy Computershare Pvt. Ltd., Registrar and Share Transfer Agent or with the Company.
The physical shares along with valid, duly executed and stamped Securities Transfer Form (Form No. SH-4) signed by the member (or on his / her behalf) and the transferee, as and when received, are duly processed and shares in respect of valid transfer instruments are transferred in the name of transferees complying with the rules in force. As provided under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board of Directors in their meeting held on 14th November, 2015 decided to delegate the power of transfer/transmission/transposition of shares (except approval for issue of duplicate share certificates) to the "Compliance Officer" i.e. Company Secretary of the Company. However, the said power delegated to Compliance Officer is in addition to the powers delegated to the Share Transfer Committee. The shares are transferred/transmitted after obtaining approval from Share Transfer Committee/Compliance Officer. Duly transferred share certificates are returned within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects. As required under Regulation 40(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Practicing Company Secretary has examined the records relating to Share Transfer Deeds, Registers and other related documents on half-yearly basis and has certified compliance with the provisions of the above Regulation. The certificates are forwarded to BSE and NSE where the Company's shares are listed.
Investor holding shares in physical form may register Nomination in their folio(s) by sending duly completed Nomination form as enclosed with this Annual Report and send to the Registrar and Share Transfer Agent of the Company. Investors holding share in electronic form should contact their concerned Depository Participant (DP) directly for nomination.
Usage of electronic payment modes for making cash payments to the investors.
Shareholders can opt for receiving dividend credit directly in to their bank account by way of updating their Bank Account details with the Depository Participant (DP) in case the same are held in demat mode or with the Registrar & Share Transfer Agent viz., Karvy Computershare Pvt. Ltd. in case the shares are held in physical form.
Company, wherever it is possible based on the details submitted by members to R&T agent or Depository Participants, as the case may be, is using electronic modes such as RTGS, NEFT, NECS, Swift transfer for making payment of dividend amounts. In remaining cases, dividend warrants or demand drats are issued in favour of members and dispatched to their recorded address.
In accordance with the provisions of Section 205(A) of the Companies Act, 1956 read with Investor Education and Protection Fund (Awareness and Protection of Investor), Rules 2001, dividend which remains unclaimed for a period of seven years from the date of transfer to the 'Unpaid Dividend Account' of the Company shall be transferred to the 'Investor Education and Protection Fund' (IEPF) established by the Central Government. As per practice, Company sends reminders to shareholders whose dividend amount is unpaid before transferring the same to IEPF.
Shareholders are requested to revert to the Company, if they have not received/encashed their dividend warrants of relevant year(s). For the dates of transfer of unpaid dividend amount to IEPF, please refer the relevant section of Notice of the 37th Annual General Meeting of the Company.
In compliance with Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed dividend amounts lying with Companies) Rules, 2012, Company has uploaded the information in respect of dividend amounts remaining unpaid and unclaimed as on date of 36thAnnual General Meeting of the Company with Ministry of Corporate Affairs. The same information has been uploaded on Company's website www.shreecement.in also as prescribed in the above referred rules. Shareholders can visit website of MCA / Company for checking the status of dividend amounts remaining unpaid/unclaimed in respect of their holding in the Company.
Unclaimed share certificates lying with Company / R&T agent
In compliance with the SEBI Circular No. CIR/CFD/DIL/ 10/2010 dated 16.12.2010, Company had ater issuing three reminders to 11 shareholders holding 645 shares of the Company whose physical share certificates were remaining unclaimed/undelivered with Company, got the same dematerialised in "Shree Cement Limited -Unclaimed Suspense Account".
Disclosure pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on 31st March, 2016 is given below:
Correspondence regarding change address etc.
Shareholders are requested to ensure that all events of change of address, change in Bank Mandate etc., should be intimated to Company or Share Transfer Agent promptly. Such requests duly signed by all holders, where there are more than one, along with supporting documents such as proof of residence and proof of identification should be sent for updating Company's records. Shareholders who hold shares in dematerialised form should correspond with the Depository Participant with whom they have opened Demat Account(s).
Furnishing Permanent Account Number (PAN) for share transfer cases
Regulation 40(7) read with Schedule VII of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that transferee(s) as well as transferor(s) shall furnish copy of PAN card for both securities market transactions and off market transactions involving transfer of shares in physical form of listed companies.
It shall be mandatory to furnish a copy of PAN in the following case:
• Deletion of name of the deceased shareholder(s), where the shares are held in the name of two or more shareholders.
• Transmission of shares to legal heir(s), where deceased shareholder was the sole holder of shares.
• Transposition of share, when there is a change in the order of names in which physical shares are held jointly in the names of two or more shareholders.
• In case of mismatch in PAN card details as well as difference in maiden name and current name (in case of married women) of the investors, the PAN card as submitted by the transferee(s) can be provided by furnishing sufficient evidence of the identity of the transferees like passport, voter ID card, driving licence, photo identity cards issued by statutory bodies, banks, public sector undertaking etc
Dematerialisation of Shares & Liquidity
The trading in the Company's Equity Shares has been permitted in Demat form w.e.f. 29th November, 1999. The Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for maintaining and facilitating transactions in the Company's shares in electronic mode.
In view of the advantage offered by the Depository System, Members are requested to avail the facility of dematerialisation. As on 31st March, 2016, 88.80% (30th June, 2015, 88.74%) of the Company's share capital has been dematerialised.
Shareholders holding shares in Demat form are requested to give all instructions regarding the change of address, nomination, power of attorney and bank mandate directly to their Depository Participants.
The shares of the Company are actively traded at BSE and NSE and have adequate liquidity.
1.Beawar: Bangur Nagar, Beawar, Distt.: Ajmer, Rajasthan - 305 901
2. Ras: Bangur City, Ras, Tehsil: Jaitaran, Distt.: Pali, Rajasthan - 306 107
3. Khushkhera: Plot No. SP-3 / A-II, RIICO Industrial Area, Khushkhera, Tehsil: Bhiwadi, Distt.: Alwar, Rajasthan - 301 707
4. Suratgarh: Near N.H.-15, Udaipur - Udasar, Tehsil: Suratgarh, Distt.: Sriganganagar, Rajasthan - 335 804
5. Jobner (Jaipur): Mahela - Jobner Road, Village: Aslapur, Tehsil: Phulera, Distt.: Jaipur, Rajasthan - 303 331
6. Laksar (Roorkee): Akbarpur - Oud, Tehsil: Laksar, Distt.: Haridwar, Uttarakhand - 247 663
7. Aurangabad: Industrial Growth Centre Biada, Near Jasoia More, Post: Mojurahi, Distt.: Aurangabad, Bihar - 824 102
8. Baloda Bazar: Village - Khapradih, Tehsil- Simga Distt.: Balodabazar, Chhattisgarh - 493 332
9. Panipat: Village - Khukhrarna, P.O. - Asan Kalan, Tehsil - Madlouda, Distt: Panipat - Haryana
10. Bulandshahr: 12, Sikandrabad Industrial Area, Sikandrabad, Distt.: Bulandshahr, Uttar Pradesh - 203 205
Address for Correspondence:
Shree Cement Limited Post Box No. 33, Bangur Nagar, Beawar - 305 901, Distt: Ajmer, Rajasthan Phone: +91-1462-228101-06 Fax: +91-1462-228117 / 228119 Toll Free No.: 1800 180 6003 / 6004 Email: email@example.com
Shri S. S. Khandelwal Company Secretary Tele: +91-1462-228101 to 06, Fax: +91-1462-228117/19 Toll Free: 1800 180 6003 / 6004 Exclusive e-mail ID for shareholders' queries: firstname.lastname@example.org
Corporate Secretarial e-mail ID: email@example.com
Clarifications on financial statement:
Shri Subhash Jajoo Chief Finance Officer Phone: +91-33-22390601-05 Fax: +91-33-22434226 E-mail: firstname.lastname@example.org
Registrar and Share Transfer Agents:
M/s. Karvy Computershare Pvt. Ltd. Unit: SHREE CEMENT LIMITED Contact Person: Mr. K. S. Reddy, Asstt. General Manager Karvy Selenium Tower B, Plot No 31 & 32 Gachibowli, Financial District, Nanakramguda, Serilingampally Hyderabad-500032