CORPORATE GOVERNANCE REPORT
1. BOARD'S PHILOSOPHY ON CORPORATE GOVERNANCE
Your Company believes in following the principles of full transparency, disclosure of material facts and accountability in dealing with its stakeholders.
2. BOARD OF DIRECTORS
The Board has four Non-Executive Directors. The Board has a Non-Executive Promoter Chairman and three other Directors. Out of these, two directors are Independent Directors. Hence, the Company complies with the Listing Agreement with the Stock Exchange and Companies Act, 2013.
The Non-Executive Directors are professionals with specialization in their respective fields and have varied skills and expertise.
NED: Non-Executive Director, NID: Non-Independent Director, ID: Independent Director @ Only Audit Committee and Stakeholders' Relationship Committee are considered. ~ excludes directorships held in foreign companies.
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 is a member of more than 10 committees or acts as a chairman of more than 5 committees across all public limited companies in which they are Directors in terms of clause 49 of the listing agreement with the stock exchange.
3. BOARD PROCEDURES & MEETINGS OF THE BOARD OF DIRECTORS:
The Agenda is prepared in consultation with the Chairman of the Board of Directors, the Chairman of various Committees. The Agenda for the meetings of the Board and its Committees, together with the appropriate supporting documents are circulated well in advance of the meeting date.
During the year under review, the Board of Directors met seven times i.e April 15, 2014; May 30, 2014; July 31, 2014; September 05, 2014; November 07, 2014; January 30, 2015 and February 20, 2015. In compliance with Section 173 of the Companies Act, 2013, and listing agreement with the stock exchange, the Board met 7 (seven) times (more than the minimum requirement of four meetings) during the financial year and the interval between two meetings was not more than one hundred and twenty days.
4. INDEPENDENT DIRECTORS:
The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013, and rules made thereunder and meet the requirements of clause 49 of the listing agreement with the stock exchange. Every Independent Director, at the first meeting of the Board in which he/she participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he/she meets the criteria of independence as provided under the Companies Act, 2013. On appointment, the Independent Directors are issued Letter of Appointment setting out in detail the terms of appointment, duties, responsibilities and expected time commitments, etc. which is available on the website of the Company website of the Company <http://www.solidcontainers.net/pdf/Terms%20and%20conditions%20of%20> Appointment%20of%20Independent%20Directors.pdf
5. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
All new Independent Directors inducted on the Board are taken through a formal induction & Familiarization Programme giving an overview of the Company. The details of such Familiarization Programme is uploaded on the website of the Company website of the Company www.solidcontainers.net/pdf/Familiarization Programme For Independent Directors-Solid Container Limited.pdf
6. EVALUATION OF THE BOARD'S PERFORMANCE:
During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as composition of the Board and its Committees, experience & competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
7. COMMITTEES OF THE BOARD
I) Audit Committee
Audit Committee has been reconstituted with effect from February 20, 2015.
c) Terms of Reference
The role, powers and functions of the Audit Committee are as per Section 177 of the Companies Act, 2013 and clause 49 of the listing agreement with the stock exchange.
The Audit Committee has powers;
• To investigate any activity within its terms of reference.
• To seek information from any employee.
• To obtain outside legal or other professional advice.
• To secure attendance of outsiders with relevant expertise, if it considers necessary. Role of the Audit Committee, inter alia includes the following:-
• To ensure the preservation of good financial practices throughout the Company.
• To monitor that internal controls are in force to ensure the integrity of the financial performance reported to the Members.
• To provide by way of regular meetings, a line of communication between the Board and the Statutory & Internal Auditors.
• To consider and recommend the appointment, remuneration and terms of appointment of the Auditors of the Company.
• To discuss the audit plans with both the Statutory and Internal Auditor before the commencement of audit and ensure co-ordination between them.
• To review with the management, the quarterly/annual financial statements of the operations of the Company and Auditors' report thereon before submission to the Board for approval.
• To review Management Discussion and Analysis of financial condition and results of operations.
• To review statement of significant Related Party Transactions.
• To scrutiny inter-corporate loans and investments.
• To discuss with the Statutory Auditors their concerns, if any, arising from their audits.
• To review the Auditors' Management Letters and the Management's responses.
• To review reports of the Internal Auditors and Management's responses thereto.
• To review and monitor the independence and performance of the Statutory and Internal Auditors and the adequacy of the Internal Control System.
• To discuss with the Internal Auditors any significant findings and follow up thereon including internal control weaknesses, if any.
• To review the adequacy of the Internal Audit function.
• To discuss with Statutory Auditor before the commencement of the audit, the nature and scope of the audit as well as post audit discussion to ascertain any areas of concern.
• To review the functioning of whistle blower policy II) Stakeholders' Relationship Committee:
In compliance with the provisions of Section 178 of the Companies Act, 2013 & clause 49 of the listing agreement with the stock exchange the nomenclature of Shareholders'/Investors' Grievance Committee was changed to Stakeholders' Relationship Committee
b) Terms of reference
The Committee, inter alia, deals in matters relating to:
1. Consider and resolve the grievances of shareholders and other security holders of the Company;
1. Redress the shareholders' and investors' complaints such as those relating to transfer of shares, non-receipt of annual reports, etc;
2. Approval of registration of transfer of shares and other securities without transfer deeds as provided in the proviso to Section 56(1) of the Companies Act, 2013.
III) NOMINATION AND REMUNERATION COMMITTEE:
In compliance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the listing agreement with the stock exchange, the nomenclature of Remuneration Committee was changed to "Nomination and Remuneration Committee".
b) Terms of Reference of the Committee, inter alia, include the following:
• To identify persons who are qualified to be appointed as Directors and Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and to carry out evaluation of every Director's performance.
• To 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 employees ensuring the following:
i. To take into account, financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration, etc;
ii. To bring in objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders;
iii. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;
iv. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
v. Remuneration to Directors and Key Managerial Personnel involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
• To determine the remuneration to be paid to the Directors rendering professional services to the Company in any other capacity.
During the year under review, the Remuneration Committee met once i.e. on April 15, 2014.
c) i) Remuneration to Non-Executive Independent Directors of the Company:
The Non-Executive Independent Directors are paid sitting fees of Rs. 1000 for attending each meeting of the Board of Directors and committees thereof. During the year, no remuneration was paid to Directors, except sitting fees which has been paid only to the Non-Executive Independent Directors. During the year under review, Mr. J. M. Fernandes, Mr. Mohender Garg & Mr. Sandeep Singh, Non-Executive Independent Directors of the Company were paid sitting fees of Rs. 10,000, Rs. 13,000 & Rs. 1000 respectively.
d) NOMINATION AND REMUNERATION POLICY
The Company is having a Nomination and Remuneration Policy which was approved by the Board of Directors of the Company. Nomination & Remuneration Policy is based on the success and performance of the individual employees. The company has developed remuneration package which endeavors to attract, retain, harness and motivate the work force.
IV) RISK MANAGEMENT COMMITTEE:
In accordance with clause 49 of the listing agreement with the stock exchange, the Company constituted a Risk Management Committee w.e.f. January 30, 2015 consisting of majority of members of the Board of Directors.
The Committee comprises of the following Directors:-
• Mr. Ashok Goel Director
• Ms. Reshma Rao Director
The Company Secretary acts as the Secretary to the Committee.
b) Terms of reference of the Committee, inter alia, include the following:
• Define framework for identification, evaluation and mitigation of risk in the decision making process of the business.
• Protect the Company from those risks of significant likelihood and consequence in the pursuit of Company's stated strategic goals and objectives.
• Provide assistance to and improve the quality of decision making throughout the organization.
• Assist in safeguarding the Company's assets and reputation.
8) INDEPENDENT DIRECTORS' MEETING:
In compliance with the provisions of Section 149(8) read alongwith Schedule IV of the Companies Act, 2013 and clause 49 of the listing agreement with the stock exchange, a meeting of the Independent Directors of the Company was held on February 20, 2015 without the attendance of Non-Independent Directors and members of management. All the Independent Directors were present at the said meeting, to discuss and review performance of Non-Independent Directors and the Board as a whole.
9) SUBSIDIARY COMPANIES:
The Company has no material non listed Indian Subsidiary Company. Accordingly, the Company need not frame any material subsidiary Company policy.
i) Materially significant Related Party transactions.
The transactions between the Related Parties are disclosed in the Note No. 20 of notes forming part of the financial statements in compliance with the Accounting Standard relating to "Related Party Disclosures". There is no materially significant Related Party transaction that may have potential conflict with the interest of the Company at large. The Board has approved a policy for related party transactions which can be accessed at the Company website <http://> www.solidcontainers.net/pdf/Related%20Party%20Transaction%20Policy.pdf
11) The Board of Directors of the Company have approved and laid down a Code of Conduct applicable for all the Board members and the Employees of the Company. The declaration of Mr. Suresh Kumar Suri, Manager forms part of this report.
iii) In accordance with requirement of the Companies Act, 2013 and the Listing Agreement a Vigil Mechanism /Whistle Blower Policy has been adopted by the Board of Directors. The Policy of Whistle Blower/Vigil Mechanism is avilable on the Website of the Company <http://> www.solidcontainers.net/pdf/Whistle%20Blower%20Policy.pdf
iv) There were no cases of penalties or strictures imposed by any Stock Exchange or SEBI or any other statutory authority for any violation related to the capital market during the last three years.
v) Shareholding of all the Directors in the Company is NIL except Mr. Ashok Goel who is holding 49,780 equity shares in the Company. The Company has no stock option plan for Directors or Employees of the Company.
vi) CEO/CFO Certification
As per the requirement of clause 49 of the listing agreement with the stock exchange, a certificate duly signed by Manager & Chief Financial Officer of the Company was placed at the Board Meeting of the Company held on May 29, 2015.
vii) The Company complies with all the requirements of the listing agreement entered into with the stock exchange and the mandatory requirements of clause 49 of the listing agreement entered into with the stock exchange.
11) MEANS OF COMMUNICATION
The quarterly, half yearly and annual financial results are published in newspapers viz. Free Press Journal & Navshakti and uploaded on the Company's website.
12) MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis forms part of the Annual Report.
13) SHAREHOLDERS' INFORMATION
Annual General Meeting
(Day, Date, Time & Venue)
Wednesday, September 30, 2015, at 11.00 a.m at 2006, Fossberry Road, Near ICI Ltd., Reay Road, Mumbai - 400 033.
2. Financial Year : April to March
3. Book Closure Dates : From Friday, September 25, 2015 to Wednesday, September 30, 2015 (both days inclusive).
4. Dividend payment date
5. Registered Office
2006, Fossberry Road, Near ICI Ltd., Reay Road (E), Mumbai-400 033.
6. Listing of Shares on Stock Exchanges
The shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The shares can be traded in physical mode in the lots size of 50. Prescribed listing fees have been paid to BSE.
7. Market price date: (High / Low during each month during the year 2014 - 2015)
Since there were no transactions in the Company's Share on BSE during the Financial Year 2014-15, market price for that period is not available.
8. Stock Exchange
Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001.
9. Stock Code : 502460
10. Registrar & Share Transfer Agent
M/s. Sharepro Services (India) Pvt. Ltd.,Unit : SOLID CONTAINERS LIMITED 13 AB, Samhita Warehousing Complex, Second floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri (East) Mumbai - 400 072. Tel. : (022) 6772 0300 Fax : (022) 28591568 E-mail: email@example.com
11. Compliance Officer
Anjali Singh Company Secretary
12. Share Transfer System
Physical shares sent for transfer are duly transferred within the specified period, if the documents are in order
Dematerialisation of shares & liquidity
The shares of the Company are not dematerialised.
Outstanding GDR / ADR / Warrants or any Convertible Instruments and their likely impact on equity
As on date there are no outstanding warrants or any convertible instruments. The Company has not issued GDR/ADR during the year under review
Vadavali, P.O. Mohone, District Thane-421102.
Address for Correspondence
Solid Containers Limited, 2006, Fossberry Road, Near ICI Ltd.,
14) POSTAL BALLOT
Reay Road (E), Mumbai-400 033During the year, the Board sought the consent of the Members of the Company through postal ballot