REPORT ON CORPORATE GOVERNANCE :
The Management of SRAAC Ltd., hereby confirm and certify that the relevant provisions of Clause-49 of Listing Agreement dealing with "Corporate Governance" as amended from time to time by SEBI and BSE have been complied for the year 201415. The Corporate Governance compliance details are furnished hereunder:
(1) Company's Philosophy :
The company's philosophy is to provide transparency in all activities of the company.
The company is firmly committed to fulfill the objective of efficient Corporate Governance. The company has complied with almost all the provisions of Corporate Governance before its enactment in the Listing Agreement by BSE on the order of SEBI. This shows the commitment of the management of the company for fair and efficient Corporate Governance. The company's humble philosophy is "SERVING SOCIETY THROUGH HARMONIOUS AND CORDIAL INDUSTRY ACTIVITIES AND RELATIONS" synchronizing socio, economic and human objectives which are backed by principles of concern, commitment, ethics, excellence and learning in all its activities and harmonious relationships with stakeholders, customers, associates and community at large which has always propelled the Company towards higher horizons.
(2) Board Procedure :
All the mandatory information as mentioned in Annexure-1A for Clause-49 of Listing Agreement is being placed before the Board during its meetings.
(3) Board of Directors :
The Composition of the Board is in compliance with the guidelines given in Clause-49 of the Listing Agreement. The Board comprises of Seven Directors and majority of Directors are independent/nominee Directors. Except three Executive Directors, the other Directors are non-Executive Directors. The day-to-day management of the Company is conducted by Executive Director & CEO and Executive Director (Technical) subject to the superintendence and control of the Board of Directors. The details of Directors attending the Meetings and Date of the Meetings are further furnished hereunder :
(4) Audit Committee :
The composition of the Audit Committee is in accordance with the Corporate Governance guidelines and the provisions of 177 of the Companies Act, 2013. The main terms of reference of the Audit Committee are;
1. Oversight of the Company's financial reporting process to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board with regard to appointment, re-appointment, fixation of fees etc. of Statutory Auditors, Cost Auditors etc.
3. Reviewing with management the annual Financial Statement before submitting to the Board with particular reference to Directors Responsibility statement, Changes in Accounting Policies, major accounting entries involving estimates, compliance with other Listing Agreement, disclosure of other related party transactions
4. Qualifications in draft Audit Report.
5. Reviewing with management quarterly financial statements.
6. The adequacy of internal audit functions.
7. Discussion with statutory auditors before the audit commences.
8. Reviewing the findings of any investigations by the internal auditors etc.
9. Appointment of CFO.
In addition to quarterly and yearly Un-audited/Audited financial results the Committee deliberate upon the relevant matters mentioned in Listing Agreement, Companies Act and Cost Audit Report Rules etc. The Committee is headed by Sri P.N. Vedanarayanan, the Senior most independent Director. Majority of the committee members are independent Directors or Nominee Directors of Financial Institutions viz., IDBI and IFCI. The Audit Committee was reconstituted by the Board in its meeting held on 07.11.2014 with the following Directors as its members (1) Sri P. N. Vedanarayanan, Chairman (2) Ms. Shalini Soni, Member (3) Sri Badri Srinivasa Rao, Member (4) Sri G. Krishna Murthy, Member and (5) Sri O.D. Reddy, Member.
(5) Nomination and Remuneration Committee :
The Nomination and Remuneration Committee was reconstituted by the Board in its Meeting held on 26.05.2014 with the following Directors as its members. The committee comprises of the following Directors as its members (1) Sri G. Krishna Murthy, Chairman (2) Sri P. N. Vedanarayanan, Member and (3) Sri O. D. Reddy, Member.
The Non-Executive Directors will be paid sitting fee of Rs.5,000/- per meeting of Board and Audit Committee and Rs.1,500/ - for other Sub-committees of the Board. The Executive Directors will not be paid any sitting fee for attending the Board/ Committee meetings.
(6) Stakeholders Relationship and Shareholders / Investors Grievance Committee :
To review the actions taken by the company in relieving Investor's Grievances and its response to Stock Exchange, SEBI and other related Government correspondence Stakeholders Relationship Committee and Shareholders/Investors Grievance Committee was constituted by the Board on 26.05.2014. The details of the committee meetings and composition are detailed hereunder
(8) Disclosures :
None of the transactions with any of the related parties were in conflict with the interests of the Company at large. The details of related party transactions are furnished under Point No. 24.11 - Notes to Accounts of Balance Sheet and Statement of Profit & Loss to comply with Accounting Standard 18. The company has not received any notices from Stock Exchange or SEBI regarding non compliance of statutory provisions. The Company is complying with all mandatory requirements stipulated in Clause-49 and non-mandatory requirements are not yet adopted by the Company.
(9) Means of Communication :
The Company publishes its quarterly, half yearly and annual results in the (1) Business Standard (English) (2) Andhra Prabha (Telugu) newspapers generally.
In addition to this the company is communicating its results to all the Stock Exchanges where the shares are listed. Further quarterly results, shareholding pattern and other related information is placed on the company's website. The company is also making presentations to the Financial Institutions with all the details relating its quarterly results. Further to confirm that the management discussion and analysis report is communicated to shareholders and all the concerned the report has been made part and of parcel of Annual Report. Further the Quarterly/Half yearly Results are generally posted in Company's Website www.tgvgroup.com
(10) General Shareholder Information :
a) AGM Date, time and Venue :16th September, 2015 at 4.00 P.M. at Regd. Office : Gondiparla, Kurnool - 518 004 (A.P).
b) Financial Calendar : The next financial year covers the period from 1st April, 2015 to 31st March, 2016
Un-Audited Financial results for :
First Quarter - July / August, 2015
Second Quarter - October / November, 2015
Third quarter - January / February, 2016
Fourth quarter - April / May, 2016
c) Book Closure period : 08.09.2015 to 16.09.2015 (Both days inclusive)
d) Dividend payment date : - Not Applicable -
e) The Shares of the Company is listed on : Bombay Stock Exchange Limited, Dalal Street, Mumbai.
ISIN No : INE 284B01028, SCRIP CODE : 507753 for EQUITY SHARES
ISIN No : INE 284B04014, SCRIP CODE : 700102 for C.R.P.S
h) Share Transfer Agents :
M/s. Aarthi consultants Pvt. Ltd., Regd.Office : 1-2-285, Domalguda, Hyderabad - 500 029 has been acting as Share Transfer Agent (STA) to the Company. Shareholders who desire to transfer (Physical) or dematerialise their shares are requested to send their shares along with supporting documents to the above Share Transfer Agent (STA).
i) Dematerialisation of Shares And Liquidity :
As on 31st March, 2015, out of 78720846 Equity Shares 77021024 No. of Shares were dematerialised (97.84%). Out of 18882332 No. of 0.01% CRP Shares 16633726 (88.09%) CRPS were dematerialized. Since the company's shares are trading under compulsory De-mat mode shareholders are requested to take necessary steps to dematerialise their shares held in physical form.
j) Outstanding GDR / ADRs / Warrants / Convertible Instruments : - Not Applicable –
k) Code of Conduct :
In pursuance to the Clause-49 of the listing agreement "Code of Conduct" applicable to (1) Directors (2) Senior Management has been approved by the Board and the same has been placed on the company's website. Copy of the code of conduct circulated to all the concerned and obtained their affirmation.
l) Plant Location :
Regd.Office : Gondiparla, Kurnool - 518 004 (A.P). Bellary Power Plant : Tagginabudihalli, Bellary, Karnataka. Wind Farm : Ramagiri, Ananthapur Dist., (A.P.)
m) For all matters, address for Correspondance at any of the following addresses :
(A) Registrar and Share Transfer Agent : Aarthi Consultants Private Limited Regd.Office : 1-2-285, Domalguda, Hyderabad - 500 029 (T.G) Tel.No. : 040 - 27638111, 27634445, 27642217, 66611921 Fax No. : 040 - 27632184 E-mail : email@example.com
(B) Sree Rayalaseema Alkalies and Allied Chemicals Limited (CIN: L24110AP1981PLC003077) 6-2-1012, II Floor, TGV Mansion, Opp. Institute of Engineers, Khairatabad, Hyderabad - 500 004 (T.G) Tel No. : 040 - 23313843 Fax No.: 040 - 23313875
n) E-mail ID : firstname.lastname@example.org
On behalf of the Board of Directors
Sd/- CA K. KARUNAKAR RAO
Executive Director & CEO
Place : Hyderabad
Date : 17.08.2015