CORPORATE GOVERNANCE REPORT
(As required by Clause 49 of the Listing Agreement of the Stock Exchanges)
(The Corporate Governance Report is for the Year under review i.e. from 1st April 2014 to 31st March 2015)
1) Company’s Philosophy on Code of Corporate Governance
The Company has ingrained the objectives of good quality Corporate Governance, which will lead to creation of value for all its stakeholders. The Company adopts the best of the Corporate Governance practices in its spirit, whereby the highest level of transparency, accountability and equity is maintained at all levels of its operations. The Company policies are drawn keeping in mind the interest of all its stakeholders and with an ultimate objective of creation of wealth for its stakeholders.
By following good corporate governance practices, the Company ensures transparency in its policies, processes, reporting and decision making processes. The Company emphasizes on effective and efficient accounting system, internal control mechanism and planning process. The practices adopted by the Company emphasize that all the resources are utilized optimally and effectively so that the Company grows from strength to strength and creates wealth for its stakeholders.
The Board of Directors of the Company has appropriate composition of Executive and Non-Executive Directors including Independent Directors. The Board of Directors through their active participation ensures that the discussions and decisions on the policy matters are taken after due deliberation and discussion and in consonance with good corporate governance practices.
2) Board of Directors – Constitution and Composition
The composition of the Board of Directors meets with the requirements of corporate governance prescribed in the Listing Agreement. As on 31st March, 2015, Board of Directors of the Company consists of eight (8) Directors comprising one (1) Executive Director and seven (7) Non-Executive Directors including four (4) Independent Directors.
None of the Directors on the Board are Members in more than ten Committees and they do not act as Chairman of more than five Committees across all Companies in which they are Directors.
a) Number of Board Meetings and Attendance Record of the Directors
The Company has complied with the provisions with regard to holding of Board Meetings during the period under review, i.e. from 1st April 2014 to 31st March 2015. The intervening period between the Board Meetings was within the maximum time gap prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.
During the year ended 31st March 2015 the Company had four Board Meetings. These were on 13th May 2014, 9th August 2014, 28th October 2014 and on 2nd February 2015.
3) Directors' Interest in the Company
For the sake of transparency the Company is committed to make full disclosures regarding the interest of and payments to all Directors. During the year under review the Company made payment of sitting fees of Rs. 4000/- per meeting to Non-Executive Directors for attending meetings of Board, Audit Committee and Remuneration Committee. The Company does not pay any other remuneration or commission to the Non-Executive Directors of the Company. Further, it is not a policy of the Company to give loans and advances to its Directors.
The Company did not have any material pecuniary relationship or transactions with the Non-Executive Directors during the year under review.
Sometimes, the Company does enter into contracts with Companies in which some of the Directors of the Company are interested as Director or member. However, these contracts are in the ordinary course of the Company's business without giving any specific weightage to them. Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are Directors and particulars of contracts, if any, entered with companies in which Directors are directly or indirectly concerned or interested are recorded in the Register of Contracts.
Code of Conduct:-
The Board of Directors has adopted the CODE OF CONDUCT to be observed by all the Directors and Senior Management while executing their official duties and responsibilities. The Code of Conduct is posted on the website of the Company. All Directors and designated senior management personnel of the Company have affirmed compliance of the Code of Conduct. The declaration to this effect signed by the Executive Director is annexed to this report.
CEO/CFO Certification:- As required under clause 49(IX) of the listing agreement with stock exchanges, the Executive Director/Chief Financial Officer (CFO) has certified to the Board the financial statements for the year ended 31st March 2015.
4) Audit Committee
Terms of reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the guidelines set out in the Listing Agreements with the Stock Exchanges that inter-alia, includes overseeing financial reporting process, reviewing periodic financial results, financial statements and adequacy of internal control system with the Management and adequacy of internal audit function, discussions with auditor about the scope of audit including the observation of the auditors and discussion with internal auditors on any significant findings. The Committee also reviews all matters and information required to be reviewed, discussed or investigated as per the provisions of the Corporate Governance clause and best of the corporate governance practices including but not limited to related party transactions, appointment or removal of internal auditors, compliances of legal provisions and accounting standards etc.
Composition of Audit Committee as on 31st March 2015
During the year under review following is the composition of the Audit Committee of the Board:
During the year under review, four meetings of the Audit Committee were held on the following dates:
(i) 13th May 2014, (ii) 9th August 2014 (iii) 28th October 2014, (iv) 2nd February 2015.
The Statutory Auditors, Internal Auditors and the Head of Finance are invitees to the Audit Committee Meetings. The Company Secretary is in attendance at these Meetings. All members are financially literate and majority have accounting & financial expertise. The Chairman of the Audit Committee Lt. Gen. (Retd.) Ashok Kapur along with Shri Mohan Phadke & Shri V. D. Bajaj, attended the previous Annual General Meeting. Lt. Gen (Retd.) Ashok Kapur & Shri V. D. Bajaj answered the queries raised by the shareholders.
5) Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted on 16th January 2004 to decide the remuneration of Executive Director. The Nomination and Remuneration Committee was last reconstituted on 9th August 2014.
The Nomination and Remuneration Committee in compliance with Clause 49(IV)(B) laid down before the board the Remuneration Policy relating to the remuneration of the directors, key managerial personnel and other employees.
6) Details of remuneration for the year ended 31st March 2015
(i) To Executive Director
The above figures are exclusive of Company's contribution to provident fund, gratuity and leave encashment.
Apart from above salary, the Executive Directors have received no remuneration or incentive during the year under review.
The appointment of the Executive Director is contractual in nature. The appointment may be terminated by either party by giving 3 months notice of such intention in writing to the other party. In the event the Executive Director delivers the notice, the Company shall have the option of determining the services of the Directors forthwith without any further liabilities whatsoever. In the event such notice is delivered by the Company, the Executive Director shall be entitled to be paid his full salary as per the terms of appointment for a period of three months as well as such other benefits which he would have earned during the same period.
There are no Stock options available / issued to any Directors of the Company and this does not form a part of their contract with the Company.
ii) To Non-Executive Directors
During the year ended 31st March 2015, the Company paid remuneration to Non-executive directors by way of sitting fees of Rs. 4000/- per meeting for attending meetings of Board, Audit Committee and Nomination and Remuneration Committee. Apart from payment of Sitting Fees, the company had no other pecuniary relationship or transactions with individual non-executive directors. There are no Stock options available / issued to any Directors of the Company. None of the Non-Executive Directors have shareholding in the Company except the following
7) Stakeholders Relationship Committee
The Committee oversees the redressal of complaints of the shareholders and investors in relation to transfer of shares, non-receipt of annual reports, etc. and also approves split/ consolidation of shares, issue of duplicate share certificate, etc.
Name and designation of Compliance Officer:
Mr. Girish Sharma-Company Secretary
During the year ended 31st March 2015, there were six Stakeholders Relationship Committee Meetings held on:-
(i) 30th April 2014 (ii) 13th May 2014 (iii) 30th July 2014 (iv) 9th August 2014 (v) 28th October 2014 (vi) 2nd February 2015
8) Disclosures on materially significant related party transactions
The related party transactions entered during the year are disclosed in the notes to the accounts in this Annual Report.
Code of Conduct
The Code of Conduct for all Board Members and Senior Management of the Company has been prescribed by the company.
Certification under Clause 49 V
The Managing Director of the Company has furnished the requisite certificate to the Board of Directors under Clause 49 V of the Listing Agreement.
Cases of Non-compliance / Penalties
There are no non-compliances by the Company on any matter related to capital markets, during the last three years. Similarly, there are no penalties or strictures imposed on the Company by Stock Exchanges, SEBI or any other statutory authorities on any matter related to capital markets during the last three years.
9) Means of Communication
(i) Quarterly results are published in English and vernacular newspapers as prescribed under Listing Agreement. The annual report is also posted to every shareholder of the Company.
(ii) The Company's website: www.ramanewsprint.com is regularly updated with financial results and any Official news releases are given directly to the press.
10) General Shareholder Information
(i) Annual General Meeting
Date & Time: Please refer to Notice of the Annual General Meeting being sent alongwith the Annual Report.
Venue: Registered Office at Village Barbodhan, Taluka Olpad, Dist. Surat, Gujarat-395005.
(ii) The Company has furnished information as required by Clause 49 (viii) of the Listing Agreement of the Stock Exchanges, relating to the appointment and re-appointment of Directors.
(iii) Financial Year: 1st April, 2014 to 31st March, 2015
11) Dates of Book Closure
22nd September, 2015 to 30th September, 2015
13) Listing of Equity Shares on Stock Exchanges, etc.
The Company's shares are listed on BSE Limited & National Stock Exchange of India Ltd.
14) Stock Codes & ISIN No.
Bombay Stock Exchange Ltd.: 500356
National Stock Exchange of India Ltd.: RAMANEWS
ISIN of the Company: INE278B01020
15) Share Transfer Agent
The Company has engaged the services of M/s. LINK INTIME INDIA PVT. LTD., C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai - 400078, a SEBI registered Registrar, as their Share Transfer Agents, for processing the transfers, sub-division, consolidation, splitting of securities, etc. Since trades in Company's shares are required to be done only in dematerialized form, request for demat and remat should be sent through the Depository Participants (DP) to
M/s. LINK INTIME INDIA PVT. LTD.
Unit: Shree Rama Newsprint Ltd.
C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai - 400078. Phone No. 25963838 Fax: 25946969
Email - firstname.lastname@example.org
16.1) Share Transfer System
The Company's shares are traded on the Stock Exchanges compulsorily in demat mode. Therefore, Investors / Shareholders are requested to kindly note that physical documents, viz. Demat Request Forms (DRF) and Share Certificates, etc. should be sent by their Depository Participants (DP's) directly to the Share Transfer Agents. Any delay on the part of the DP's to send the DRF and the Share Certificates beyond 15 days from the date of generation of the DRF by the DP will be rejected / cancelled. This is being done to ensure that no demat requests remain pending with the Share Transfer Agent beyond a period of 15 days. Investors / Shareholders should, therefore, ensure that their DP's do not delay in sending the DRF and Share Certificates to Share Transfer Agent after generating the DRF. Shares in physical are processed by Registrar & Transfer Agent who attend to share transfer formalities normally once in 10 days.
16.2) Investor Grievance Redressal System
The Investors' grievances against the Company are handled by the Company's Registrars and Share Transfer Agents, M/s. Link Intime India Pvt. Ltd., in consultation with the Head of the Secretarial Dept. of the Company. The
Registrars have adequate infrastructure facilities coupled with skilled staff with professional qualifications for speedy redressal of Investors' grievances.
All investor complaints, which cannot be settled at the level of the Company Secretary or the Share Transfer Registrars, are forwarded to the Stakeholders Relationship Committee for final settlement. During the year under review the Company received 75 complaints from Shareholders and same were attended and no complaints were outstanding as on 31.03.2015.
19) Dematerialization of Shares
As on 31st March 2015, 55464287 shares of the Company representing 95.37% of total paid-up share capital were held in dematerialized form and the balance 2693745 shares representing 4.63% of total paid-up share capital were in physical form.
20) Factory Location
The Company's factory is located at Village Barbodhan, Taluka - Olpad, District - Surat, Gujarat-395 005.
21) Address for Correspondence
The Company's Registered Office is situated at Village Barbodhan, Taluka - Olpad, District - Surat, Gujarat - 395 005.
All Shareholders correspondence should be addressed to any of the following:-
SHREE RAMA NEWSPRINT LTD.
Shreeniwas House, 4th Floor,
Hazarimal Somani Marg,
Fort, Mumbai - 400 001.
Tel. No: 022-22013805 / 728 / 612/ 7072
Contact Person: Company Secretary/
LINK INTIME INDIA PVT. LTD.
Unit: Shree Rama Newsprint Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai - 400078. Phone No: 25963838 Fax: 25946969
22) Management Responsibility Statement
The Management confirms that the financial statements are in full conformity with requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The Management accepts responsibility for the integrity and objectivity of these financial statements as well as for estimates and judgments relating to matters not concluded by the period end. The management believes that the financial statements of operation reflect fairly the form and substance of transactions and reasonably present the Company's financial condition and the results of operations. The Company has a system of internal control, which is reviewed, evaluated and updated on an ongoing basis. The Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company's established policy and procedures have been followed.