CORPORATE GOVERNANCE REPORT
In accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited (BSE) some of the best practices followed internationally on Corporate Governance, the report containing the details of corporate governance systems and processes at SPECIALITY PAPERS LIMITED is as under:
Company's Philosophy on Code of Governance:
Specialty Papers Limited believes on building long lasting and mutually beneficial relationship based on integrity, ethics and trust in all respect of our business.
Corporate Governance has been a high priority for us both in letter and in spirit. Our commitment to ethical and lawful business conduct is a fundamental shared value of our Board of Directors, senior management personnel and employees and is important of the Company's success. Our standards for business conduct provide that we will uphold ethical and legal standards vigorously as we pursue our financial objectives. We believe that good governance brings about sustained corporate growth and long-term benefits for stakeholders.
• In line with the nature and size of operations of the Company, the Corporate Governance framework in Specialty Papers Limited is based on the following main principles:
• Constitution of Board of Directors of appropriate composition and balance, comprising-of an ideal mix of independent and non independent directors, all persons with the highest dSgree of integrity and professionalism, who discharge their responsibility in the best interests of the Company.
• Ensuring a timely and accurate flow of information at various organizational levels in general and to the Board and its various committees in particular
• Independent verification of the Company's financial reporting systems and safeguarding integrity thereof
• A sound system of risk management and internal controls with adequate safeguards and alarm systems
• Compliance with all applicable laws, rules and regulations, not only in letter but also in their spirit
• Fair and equitable treatment of all its stakeholders, including employees and shareholders.
BOARD OF DIRECTORS:
The Board of Directors provides leadership and strategic guidance to your Company's management. In addition to the skill and expertise of the executive directors, the non-executive directors bring an external and wider perspective in Board deliberations and decisions. Company believes that an active, expert and well informed team of directors is necessary to ensure highest standards of Corporate Governance. The Board of the Company comprises of experts from diverse fields and professions.
The Composition of the Board meets with the requirement of Corporate Governance Code prescribed in Clause 49 of the Listing Agreement with not less than 50% of the Board of Directors of the Company being Non-Executive Independent Directors and with 50% of the Board of Directors of the Company being Independent Directors. The composition of Board of Director is as follows:
None of the Directors of the Board is a member of more than ten Committees and Chairman of more than five Committees across all companies in which they are Directors. A
The Board meets at least once in a quarter to review the quarterly performance and the financial results.' The Board Meetings are generally scheduled well in advance and the notice of each Board Meeting is given in writing to each Director. The Board papers, comprising the agenda backed by comprehensive background information are circulated to the Directors in advance and in exceptional cases, the same is tabled at the Board Meeting. The Board is also free to recommend the inclusion of any matter for discussion in consultation. with the Chairman.
The Board periodically reviews compliance reports of all laws applicable to the Company. Code of conduct:
CODE OF CONDUCT
The Code of Business Conduct & Ethics for Directors'/Management Personnel ('the Code'), as recommended by the Clause 49 on Corporate Governance and adopted by the Board, is a ' comprehensive Code applicable to all Directors and management personnel.
The Company's Board of Directors and Management Personnel are responsible for and are committed to setting the standards of conduct contained in this Code and for updating these standards, as appropriate, to ensure their continuing relevance, effectiveness and responsiveness to the needs' of local and international investors and all other stakeholders as also to reflect corporate, legal and regulatory developments. This Code is adhered to in letter and in spirit.
The Code has been circulated to all the members of the Board and management personnel and the compliance of the same is affirmed by them annually.
Audit Committee has become one of the main pillars of the corporate governance system in Indian public companies. In steering companies through today's complex business environment, Boards are going to need strong leadership from their audit committees. The audit committee is established with the aim of enhancing confidence in the integrity of an organization's processes and procedures relating to internal control and corporate reporting including financial reporting. Audit Committee provides an 'independent' reassurance to the Board through its oversight and monitoring role.
Composition & Attendance at the Audit Committee Meetings:
The Audit Committee is constituted in accordance with the provisions of the Listing Agreement and the Companies Act, 1956. The Members of the Committee are qualified and experienced in the fields of finance, accounts, taxation & company law and other allied subjects.
The Audit Committee generally meets once in a quarter to review the quarterly performance and financial results. During the financial year 2013-14, 5 (five) Audit Committee Meetings held on 23th April, 2013, 23rd July, 2013, 24th September, 2013, 22nd October, 2013 and 21st January, 2014
The minutes of the Audit Committee meetings form part of documents circulated for the meetings of the Board of Directors. In addition, the Chairman of the Audit Committee apprises the Board members about the significant discussions at Audit Committee meetings.
The terms of reference of the audit Committee include the following:
• Reviewing the Company's financial reporting process and the disclosure of its financial information.
• Recommending the appointment and removal of statutory auditors, fixation of audit fees and also to approve payment for other services.
• reviewing the quarterly and annual financial statement with focus on accounting policies and practices, compliance with accounting standards and legal requirement concerning financial statement.
• reviewing the report furnished by the internal auditors and statement auditors and ensures suitable follow up thereon.
REMUNERATION AND COMPENSATION COMMITTEE
Terms of reference:
No separate Remuneration and Compensation Committee is constituted as such only Managing Director is drawing remuneration from the Company. . v
The company is not paying any remuneration to any of its executive and non-executive directors except sitting fees for attending the meetings of the Board and / or the Committee thereof.
Brief description of Terms reference:
• Approve and issue of duplicate certificates.
• Look into redressed of shareholders'/ investors' complaints related to transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividends, etc
• Oversee performance of the Registrar and Transfer Agents of the Company, and recommend measures for overall improvement in the quality of investor services.
• Monitor implementation and compliance of the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992.
• Approve transfer of securities to the Managing Director and / or the Company Secretary within the powers delegated by the Board.
• Approve the transfer of Equity and' preference shares including power to delegate the same to Registrar and Transfer Agent and to any other committee comprising of Directors
Basis of related party transaction
Your Company places all the details before the Audit Committee periodically. A comprehensive list of related party transaction as required by the Accounting Standard (AS) 18, issued by the Institute of Chartered Accountants of India, forms part of the Notes to the Accounts in the Annual Report. However, these transactions are not likely to have any conflict with the interest of the Company at large.
Disclosure of Accounting Treatment
Your Company has followed all relevant Accounting Standards while preparing the financial statements.
Your Company has a comprehensive risk management policy. The risk management policy inter-alia provides for review of the risk assessment and minimization procedure, laying down procedure to inform the board in the matter and for periodical review of the procedure to ensure that executive management controls the risks through properly defined framework.
Disclosure of non-compliance of the Company
There were no instances of non-compliance or penalty, structures imposed on your Company by stock exchange or SEBI or any statutory authority on any matter related to capital markets, during the last years
MEANS OF COMMUNICATION
The quarterly & half yearly unaudited financial results & the annual audited financial results are published in one English daily and in one Vernacular Newspaper & are also furnished to the Stock Exchange with whom the company has listing Agreements.
General Shareholder information:
1. Annual General Meeting:
Date and Time: 30th September, 2014, 11.00 am
Venue: Village Morai, National Highway No. 8, Vapi,Valsad-396191 ^
2. Financial Year: 1st April, 2013 to 31st March, 2014
3. Date of Book closure: 26th September, 2014 to 30th September, 2014
4. Listing on Stock Exchange:
The Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001
5. Listing Fee : Listing fee for the financial year 2013- 2014 have been paid.
6. Stock Code:
ISIN No.: INE260F01011
Registrars and Share Transfer agents:
Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Andheri (E), Mumbai - 400072 E mail LD: email@example.com
10. Dematerialization of shares and liquidity:
99.02% of the paid-up capital of the Company has been dematerializes as on 31st March, 2014. The equity shares of the Company are actively traded on the BSE in dematerialized form.
11. Plant location:
National Highway No. 8, Village Morai, Vapi, Valsad – 396191
12. Address of Correspondence:
SPECIALITY PAPERS LIMITED 93, Dadisheth Agiary Lane, Off Kalbadevi Road, Mumbai -400 002, Tel: +91-22-2209 4033 / 34 Fax: +91-22-2205 3899
For Share Transfer and Dematerialization:
BIG SHARE SERVICES PVT. LTD. V E-2/3, Ansa Industrial Estate, Sakiyihar Road, Saki Naka, Andheri (East), Mumbai - 400 072.