REPORT ON CORPORATE GOVERNANCE
CORPORATE GOVERNANCE PHILOSOPHY
The essence of Corporate Governance lies in its transparency, its efficiency lies in its ability to protect the stakeholders interest. Sound ethical practices, transparency in operations and timely disclosures go a long way to enhancing long-term shareholder value while safeguarding the interest of all the stakeholders. Clause 49 of the listing agreement with stock exchanges in India has set the benchmark compliance rules for a listed company and the baseline for governance standards.
Corporate governance is an integral part of the way your Company does business. Your Company’s governance process and practices venture to achieve transparency and professionalism in action as well as the implementation of policies and procedures to ensure high ethical standards as well as responsible management. We also believe that Corporate Governance is a continuously improving process and are always striving towards achieving the highest standards possible.
BOARD OF DIRECTORS
Composition of the Board
As on March 31 , 2015, the Board of Simplex Castings Limited consists of 10 Directors, comprising (i) Five Executive Directors, including the Chairman, and (ii) Five Independent Directors, including a woman Director as defined under the Companies Act, 2013 and the SEBI’s Clause 49 of the Listing Agreement . The Directors have expertise in the fields of strategy, management, finance, operations, human resource development and other areas. Each Director informs the Company on an annual basis about the Board and Board Committee positions he/she occupies in other companies including Chairmanships, and notifies any changes during the term of their directorship in the Company.
Number of Board Meetings
Total five meetings of the Board of Directors were held in the financial year 2014-15.The company thus observed the provisions of listing agreement allowing not more than one hundred and twenty days gap between two such meetings. Limit on the number of Directorships In compliance with Clause 49 of the Listing Agreement, the Directors on the Board of the Company does not serve as Independent Directors in more than seven Listed Companies or in case he/she is serving as a Whole Time Director in any Listed Company, does not hold such position in more than three Listed Companies.
The Company has complied with the definition of Independence as per clause 49 of the listing Agreement and according to the provisions of section 149 (6) of the Companies Act 2013.The Company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.
Shareholding of Independent Directors
Mr. Kisan R Choksey, Independent Director is holding 2500 shares in the Company. None of the other Independent Directors hold any shares in the Company.
Maximum tenure of Independent Directors In accordance with Section 149 (11) of the Companies Act, 2013, the Current tenure of Independent directors of the Company is for a term of 5 consecutive years with effect from 01.10.2014 up to 30.09.2019.
Formal Letter of appointment to Independent Directors In accordance with Clause 49 of the Listing Agreement, the Company has issued formal letters of appointment to all the Independent Directors. The terms and conditions of their appointment have also been disclosed on the website of the Company-www.simplexcastings.com.
Separate Meeting of the Independent Directors
During the year, meeting of Independent Directors was held without the attendance of Non Independent Directors and members of Management. All the Independent Directors were present at the meeting.
Familiarization Programme for the Independent Directors
The Company conducts Familiarization Programme for the Independent Directors to familiarize with the Company . The initiatives undertaken by the Company in this respect has been disclosed on the website of the Company at www. simplexcastings.com and the weblink thereto is http://www. simplexcastings.com/investors/information.php
COMMITTEES OF THE BOARD
Simplex Castings has four Board level committees:
A. Audit Committee,
B. Nomination and Remuneration Committee,
C. Stakeholders Relationship Committee and
D. Corporate Social Responsibility Committee.
The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these
A. AUDIT COMMITTEE
The committee’s composition meets with requirements of section 177 of the Companies Act, 2013 and clause 49 of the listing Agreement. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience
The Chairman of the Audit Committee was present at the Last Annual General Meeting held on 29th September 2014. The Executive Chairman, Managing Director, Finance Director, Statutory and Internal Auditors are permanent invitees to attend the meeting. The Cost Auditor attends the Audit Committee Meeting where Cost Audit reports are discussed. The Company Secretary acts as Secretary to the meeting.
Terms of reference and Role of the Audit Committee
The terms of reference and the role of the Audit Committee is to overview the accounting systems, financial reporting and internal controls of the Company.
Role of the Audit Committee, inter alia, includes the following:
1. Oversight of 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. Review of the quarterly/half-yearly/annual financial statements with reference to changes, if any in accounting policies and reasons for the same.
3. Compliance with listing and legal requirements relating to financial statements, qualifications, if any in the draft audit report.
4. Review of internal audit function and discussion on internal audit reports.
5. Recommending the appointment, remuneration and terms of appointment of statutory auditors including Cost auditors , Secretarial Auditor and Internal Auditor of the Company.
6. Approving payment to statutory Auditors , including cost Auditors, for any other services rendered by them.
7. Disclosure of related party transactions and subsequent modifications, if any.
8. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
B NOMINATION AND REMUNERATION COMMITTEE
In line with the Companies Act, 2013 / Clause 49 of the Listing Agreement requirements, the nomenclature of this Committee has been changed to Nomination and
Terms of reference :
This Committee shall identify the 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 and also shall carry out evaluation of every director’s performance. Committee shall also formulate the criteria for determining qualifications, positive attributes, independent of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
Remuneration Policy and Remuneration of Directors
The Contents of the Remuneration Policy are as under:
Remuneration to Executive Directors:
The Remuneration/Commission etc. to be paid to Managing Director and Whole Time Directors shall be governed as per provisions of the Act and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director and Whole Time Director. Remuneration to Non-Executive / Independent Director:
Remuneration / Commission:
The remuneration / commission shall be in accordance with the statutory provisions of the Act and the rules made thereunder for the time being in force Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
An Independent Director shall not be entitled to any stock option of the Company.
Details of Remuneration paid to the Directors are given in Form MGT – 9 as Annexed to the Director’s Report. Performance Evaluation of the Board Pursuant to provisions of the Companies Act ,2013 and clause 49 of the Listing Agreement, the Board has carried out a formal process of performance evaluation of the Board, Committees and Individual Directors. The Board has received satisfactory results
Related Party Transactions
During the period under view, the Company had not entered into any material transaction with any of its related parties. None of the transaction with any of related parties were in conflict with the Company’s interest. All related party transactions are negotiated on an arms length basis, and are intended to further the Company’s interest.
The Policy on Related Party Transaction has been displayed on the Company website at www.simplexcastings.com at weblink http://www.simplexcastings.com/investors/ information.php.
Details of non compliance by the Company Simplex Castings has complied with all the requirements of regulatory authorities. No Penalties/ strictures were imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority or any matter related to Capital Market during the last three years. Whistle Blower policy/Vigil Mechanism
The company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws, rules, regulations or unethical conduct to their immediate supervisor/notified persons. The reports received from any employee will be reviewed by the audit committee. It is affirmed that no person has been denied access to the audit committee in this respect. The Directors and senior management are to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice.
The above mechanism has been displayed on the Company website at www.simplexcastings.com at http://www. simplexcastings.com/investors/information.php Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and Designated employees of the Company. Code of Conduct for Board Members and Senior Management
Your Company has adopted a code of conduct for all the Board Members and members of senior management, between whom it has been circulated and compliance thereto affirmed.
A declaration signed by the Managing Director is given below.
“I hereby confirm that the Company has obtained from all the members of the Board and Senior Management, affirmation that they have complied with the code of Conduct for Directors and senior management in respect of the financial year 2014-15.”
Ketan M Shah
Disclosure of accounting treatment in preparation of financial statements
The Company has followed prescribed Accounting Standards as laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.
Prevention of Sexual Harassment Policy
The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under “ The Sexual Harassment of Women at Workplace ( Prevention ,Prohibition and Redressal) Act ,2013.”
The CEO and CFO certification on the financial statements and the cash flow statements for the year is placed at the end of this report.
MEANS OF COMMUNICATION
Quarterly, Half-yearly and Annual Financial Results of the Company are communicated to the Stock Exchanges immediately after the same are considered by the Board and are published in the ‘Economic Times’/ Free Press Journal in English and ‘Navshakti’ in Marathi. The results and official news releases of the Company are also made available on the Company’s website i.e. www.simplexcastings.com at http://www.simplexcastings.com/investors/information.php
SEBI Complaints Redressal System (SCORES):
SEBI has initiated SCORES for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints. The Company is in compliance with the SCORES and redressed the shareholders complaints well within the stipulated time.
Exclusive email ID for investors:
The Company has designated the e-mail id investors@ simplexcastings.com exclusively for investor servicing and the same is prominently displayed on the Company’s website www.simplexcastings.com.
GENERAL SHAREHOLDER’S INFORMATION
35th Annual General Meeting
Time 3.00 P.M
Venue Babasaheb Dhaanukar Hall, Maharashtra Chamber of Commerce & Industry, Oricon house, 6th Floor, 12 K Dubhash Marg, Fort Mumbai- 400 001
Unaudited First Quarter Results : On or before 14th August 2015
Unaudited second Quarter Results : On or before 14th November 2015
Unaudited Third Quarter Results : On or before 14th February 2016
Audited Fourth Quarterly Results : On or before 30th May, 2016
Date of Book Closure : 17th Sep 2015 to 23rd Sep 2015
Listing Bombay Stock Exchange
Stock code 513472
Trading Symbol Simplex Cast
ISIN Number INE 658 D01011
Share Transfer System
Applications for transfer of shares held in physical form may be sent either to the Company’s Registrar & Share Transfer Agent or to the Company. All valid applications are processed within 30 days from the date of receipt and after being registered in the name of the transferee, the share certificates have been dispatched to the shareholders.
Delisting of Securities
The Company has voluntary delisted from Madhya Pradesh Stock Exchange on 08.01.2015 and delisting application of Delhi Stock Exchange is pending before delisting committee.
Not Applicable as the Company has not issued any GDRs/ ADRs or any convertible instruments so far.
Dematerialization of Shares
As on 31st March ,2015, 2906 shareholders were holding 56,44,189 Equity shares in demat form which constitutes 94.32% of the share capital of the Company
Registrar and Share Transfer Agents:
M/s. Link Intime India Pvt. Ltd., C-13 Pannalal Silk Mills Compound, LBS Marg, Bhandup (west) , Mumbai-78 Phone No: 022-25963838 Fax No: 022-2594 6969
Address For Correspondence:
Simplex Castings Limited, 601/602A, Fair Link Centre, Off Andheri Link Road, Andheri (West), Mumbai – 400 053,Fax: 022 40034768
Email ID of Compliance Officer: firstname.lastname@example.org
5, Industrial Estate, Bhilai, (C.G.) 490 026 Ph-0788 4015273 Fax- 0788-4034188 750, Ring Road No 2,Urla Industrial Estate, Raipur, (C.G.)-493221 Phone-0771-6537383 Fax No.0771-2323805 223/2 & 224, Industrial Estate, Tedesara, Rajnandgaon- 491443 (C. G.) Ph-9203910587 Fax No.:07744-220972