CORPORATE GOVERNANCE REPORT
(As required under Clause 49 of the Listing Agreement entered into with Stock Exchanges)
I. Company's Philosophy
Siyaram's philosophy on corporate governance is to attain the highest level of transparency, accountability and equity in all facets of its operations with the objective to enhance the long term shareholders value, while at the same time protect the interest of other stakeholders. The Company believes that proper Corporate Governance facilitates effective management and control of business. The Company endeavours to adopt best practices of Corporate Governance and adherence of the same in a spirit which goes beyond mere regulatory compliance.
The Company recognizes that good Corporate Governance is a continuing exercise and is committed to follow the best practices in the overall interest of the stakeholders. The Company has a strong legacy of fair, transparent and ethical governance practices.
II. Board of Directors
The Board of Directors of the Company has an optimum combination of Executive, Non Executive and Independent Directors. As on 31st March, 2015, the Board comprises of 14 (fourteen) Directors, out of which 6(six) are Executive and Non Independent Directors, 1(one) is Non Executive and Non Independent Director and 7(seven) are Non-Executive and Independent Directors. The Chairman is an Executive Director as well as a Promoter of the Company.
During the year, 4 (Four) Board Meetings were held on 12th May, 2014, 30th July, 2014, 12th November, 2014 and 21st January, 2015. The Annual General Meeting was held on 27th September, 2014.
The Agenda is circulated well in advance to the Board members. The items in the Agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. In addition to the information required under Annexure IA to Clause 49 of the Listing Agreement, the Board is also kept informed of major events/items and approvals taken wherever necessary. The Managing Director(s)/Executive Director(s), at the Board Meetings, keep the Board apprised of the overall performance of the Company.
III. Audit Committee
Terms of Reference:
The scope of activities of the Audit Committee is as set out in Clause 49 of the Listing Agreement with the Stock Exchanges read with Section 177 of the Companies Act, 2013. These broadly include review reports of the Internal Auditors and to discuss the same with them periodically, to meet Statutory Auditors to discuss their findings/ suggestions, to review weaknesses in internal controls reported by Internal and Statutory Auditors, to review financial reporting systems and internal control systems, to review quarterly/ half yearly/annual financial results and other matters.
Audit Committee Composition:
The Audit Committee consists wholly of Independent Directors having requisite knowledge of Finance, Accounts and Company Law. The composition of the Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company Secretary, Shri. William V. Fernandes, acts as the Secretary of the Committee. The Chairman of the Committee was present at the last Annual General Meeting. Audit Committee Meetings:
During the year under review, the Committee met 4 times on 12th May, 2014, 30th July, 2014, 12th November, 2014 and 21st January, 2015.
* Resigned w.e.f. 12th May, 2014. ** Appointed as Chairman w.e.f. 12th May, 2014. *** Appointed as member w.e.f. 12th May, 2014.
IV. Nomination and Remuneration Committee:
Terms of Reference :
Terms of reference of the Committee, includes considering the matters relating to the Company's Policies on remuneration payable and determining the package to the Managing Directors, Executive Directors and Whole-time Directors, commission to be paid to the Directors and other matters specified in section 178 of the Companies Act, 2013 and clause 49 of the Listing Agreement.
Nomination and Remuneration Committee Composition, Meetings held and Attendance: Composition:
The Committee consists wholly of Non Executive and Independent Directors. The Chairman of the Committee is an Independent Director.
3. The remuneration of the Managing Director & CEO/ Whole Time Directors is broadly divided into Salary, Allowances, perquisites, amenities, retirement benefits and commission (subject to availability of profits).
4. In determining the remuneration the Nomination and Remuneration Committee shall ensure/ consider the following :-
a. The relationship of remuneration and performance benchmark is clear.
b. Responsibility required to be shouldered by the Managing Director & CEO/ Whole Time Directors, the industry benchmarks and the current trends.
c. the company's performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs/KPIs.
Remuneration of Senior Management Employees:
1. In determining the remuneration of the Senior Management employees i.e. KMPs, the Nomination and Remuneration Committee shall ensure/ consider the following :
a. The relationship of remuneration and performance benchmark is clear.
b. The remuneration including annual increment is decided based on the criticality of the roles and responsibilities the Company's performance vis-a-vis the annual budget achievement, individual performance vis-a-vis KRAs/ KPIs industry benchmark and current compensation trends in the market
Stakeholders Relationship Committee Meetings:
During the year the Stakeholders Relationship Committee met once on 21st January, 2015 at which all the members were present. Stakeholders Grievance Redressal:
During the year ended 31st March, 2015, 2(two) Shareholders' Complaints were received and resolved. There were no outstanding complaints at the end of the year. For effective and efficient grievance management, the Company has dedicated E-mail ID, email@example.com
The Company Secretary, Shri. William V. Fernandes, has been designated as Compliance Officer.
VI. Corporate Social Responsibility Committee.
Terms of Reference
The Committee is formed with the object :-
- To frame and review the CSR Policy and to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.
- To implement and monitor the CSR activities undertaken by the Company
No Extra-ordinary General Meeting was held in the last 3 financial years.
Details of Special Resolutions passed at the last three A.G.Ms/ by Postal Ballot:
2011-2012 : Re-appointment and remuneration of Shri. Ashok M. Jalan as Senior President cum Director for a further period of 5 years w.e.f. 30th January, 2012.
Increase in remuneration payable to Shri. Pawan D. Poddar, Joint Managing Director, during the remaining period of his tenure.
Appointment and remuneration of Smt. Megha A. Poddar, Smt. Smriti G. Poddar and Smt. Sangeeta P. Poddar, relative of a Director to hold an office or place of profit in the Company.
Appointment and remuneration of Shri. Gaurav P. Poddar as an Executive Director for a period of 5 years w.e.f. 1st August, 2012.
2012-2013 : Re-appointment and remuneration of Shri. Ramesh D. Poddar as Chairman and Managing Director and Shri. Shrikishan
D. Poddar for a further period of 5 years w.e.f. 1st November, 2012.
Appointment and remuneration of Shri. Avnish P. Poddar, relative of a Director to hold an office or place of profit in the Company.
Re-issue of 1968 Forfeited Equity Shares to the Promoter on a Preferential Basis.
2013-2014 : Authority to the Board/ Committee to Borrow money in excess of the aggregate of the paid up share capital of the Company and its free reserves provided that the total amount so borrowed shall not exceed the limit of Rs.500 crores. Authority to the Board/ Committee to create charges, mortgages and hypothecations upto a limit of Rs.500 crores. Authority to the Board to enter into related party transactions with M/s. Balkrishna Synthetics Ltd. upto a limit of Rs.60 crores for the F. Y. 2014-15.
No Postal Ballot was conducted in the last 3 financial years.
IX. Code of Conduct
The code of conduct for the Directors and the Employees of the Company has been laid down by the Board and it is internally circulated and necessary declaration has been obtained. Declaration regarding compliance by Board Members and Senior Management with the said code is given in Annexure-A to this Report. In addition the Company has framed a Code of Conduct for Prevention of Insider Trading based on SEBI (Insider Trading) Regulations, 1992. The Code is applicable to all the Directors and Designated Employees. The Code also aims to prevent dealing in the shares by persons having access to unpublished price sensitive information.
X. Subsidiary Companies: The Company has no subsidiary.
(1) Disclosures on materially significant related party transactions, Necessary disclosures are made in Note No.32.
None of the transactions with any of the related parties were in conflict with the interest of the Company.
(2) No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
(3) All Accounting Standards mandatorily required have been followed in preparation of financial statements and no deviation has been made in following the same.
(4) The Company has a well defined Risk Management Policy covering identifying business risks of the Company and laying procedures for minimizing the risk.
(5) No money was raised by the Company through public issue, rights issue, preferential issues etc., in the last financial year.
(6) Vigil Mechanism/ Whistle Blower Policy.
The Company has in place a Whistle Blower Policy for Directors and Employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's code of conduct or ethical policy. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The protected disclosure should be made to the Chairman of the Audit Committee to the email ID: firstname.lastname@example.org
(7) The Company is in compliance with all mandatory requirements of Clause 49 of the Listing Agreement and the adoption non-mandatory requirements is being reviewed by the Board from time-to-time.
XII. Means of Communication:
The Board of Directors of the Company approves and takes on record the quarterly, half yearly and annual results and announces forthwith results to all the Stock Exchanges, where the shares are listed. The same are published in one English daily newspaper and one Marathi newspaper (Mumbai edition) and displayed on the Company's website- www.siyaram.com The Management Discussions and Analysis Report forms part of the Annual Report.
XIII. General Shareholder Information:
Annual General Meeting :
Day/ Date: Saturday, 18th July, 2015
Time : 11.00 a.m.
Venue:Plot No.G-4/1(A), MIDC, Tarapur, Boisar, Dist. Palghar - 401 506, Maharashtra
2.Financial Calendar (Tentative)
Financial Year of the Company: 1st April, 2015 to 31st March, 2016.
Results for the Quarter ending:
June 30, 2015 : On or before 14th August, 2015.
September 30, 2015 : On or before 14th November, 2015
December 31, 2015 : On or before 14th February, 2016
March 31, 2016 : On or before 15th May, 2016 (Unaudited); Or on or before 30th May, 2016 (Audited).
3. Date of Book Closure: Tuesday, 30th June, 2015 to Friday, 3rd July, 2015 (both days inclusive).
4.Dividend: The Dividend, if declared, shall be paid on or after 22nd July, 2015.
5.Listing of Equity Shares on the Stock Exchanges:
1. Bombay Stock Exchange Ltd.P. J. Towers, Dalal Street, Fort, Mumbai 400 001.
2. National Stock Exchange of India Ltd.Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051. Listing Fees as applicable have been paid
6. Stock Code/Symbol
a) Stock Exchange Stock Code/ Symbol
1. Bombay Stock Exchange Ltd.: 503811
2. National Stock Exchange of India Ltd.: SIYSIL
(b) Demat ISIN Number in NSDL & CDSLfor Equity Shares : INE 076B01010
9. Registrar and Transfer Agents
Name & Address :
TSR Darashaw Ltd.,Telephone No.91 (022) 665684846-10, 1st Floor,Fax No.91 (022) 66568494Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road,Eemail@example.com Mahalaxmi, Mumbai 400 011Websitewww.tsrdarashaw.com
10. Share Transfer System:
The shares received for transfer duly completed in all respects in physical form are registered and despatched normally within three weeks. Demat confirmations are normally sent within two weeks. All transfer requests received are processed and approved by the Share Transfer Committee.
13. Dematerialization of shares and liquidity:
96.54% of the Company's paid up Equity Share Capital is held in dematerialized form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd., (CDSL) as on 31st March, 2015.
14. Outstanding GDRs / ADRs / Warrants or any Convertible instruments: As of date the Company has not issued these types of securities.
15. Plant Locations:
Weaving : H-3/2, MIDC, A- Road, Tarapur, Boisar, Dist. Palghar - 401 506, Maharashtra D- 23/1, MIDC, Tarapur, Boisar, Dist. Palghar - 401 506, Maharashtra. E/125, MIDC, Tarapur, Boisar, Dist. Palghar - 401 506, Maharashtra. Survey No.367, P.O. Sailly, Silvassa (U.T.) -396 230. J-177,178, 193, G-81 & 82, MIDC, Tarapur, Boisar, Dist Palghar - 401506, Maharashtra.
Yarn : G-1/1, MIDC, Tarapur, Boisar, Dist.Palghar-401506, Maharashtra.
Readymade Garments : 481/1-2, Dabhel, Daman, Daman & Diu (U.T.)-396210.
Plot No.722,Dabhel, Daman, Daman & Diu (U.T.)- 396210.
Cutting and Packing : G -4/1, MIDC, Tarapur, Boisar, Dist. Palghar - 401 506, Maharashtra.
Bldg No. AD, Shree Rajlaxmi Commercial Complex, Kalher Village, Agra Road, Tal. Bhiwandi, Dist. Palghar - 421 306, Maharashtra.
16. Address for Correspondence:
SIYARAM SILK MILLS LIMITED
Registered Office :
H-3/2, MIDC, A - Road, Tarapur,Boisar, Dist: Palghar- 401 506,Maharashtra.
Tel : 02525 - 329910/11Fax :02525 - 272475Website : www.siyaram.com
Corporate Office :
B-5, Trade World, Kamala City,Senapati Bapat Marg,Lower Parel (West), Mumbai- 400 013.Tel : 022-3040 0500/501Fax : 022- 30400599Email : firstname.lastname@example.org
REGISTRAR & SHARE TRANSFER AGENT
TSR Darashaw Ltd.
6-10, 1st Floor, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011. Tel : 22-66568484, Fax : 022-66568494 E-mail : email@example.com Website : www.tsrdarashaw.com
For and on behalf of the Board of Directors
RAMESH D. PODDAR
Chairman & Managing Director
Place : Mumbai,
Date : 9th May, 2015.