REPORT ON CORPORATE GOVERNANCE: CORPORATE GOVERNANCE PHILOSOPHY:
The Management of The Standard Batteries Ltd. have always believed that Corporate Governance is the process which will be useful for Directing and Managing the affairs of the Company with the ultimate objective of realising long term shareholder value whilst taking into account the interest of other stakeholders.
1. BOARD OF DIRECTORS
The business of the Company is managed by the Whole-time Director subject to the superintendence and direction of the Board of Directors. The Composition of the Board of Directors of the Company is in conformity with the code of Corporate Governance under the Listing Agreement. B: Five Board Meetings were held during the financial year 2013-2014. They were held on 28.05.2013, 12.08.2013, 20.09.2013, 11.11.2013 & 29.01.2014.
2. Audit Committee:
The Audit Committee consists of
1. Mr. T. R. Swaminathan - Chairman
2. Mr. F. J. Guzdar - Whole-time Director
3. Mr. R. S. Jhawar
4. Mr. Vinod Kumar Singhi (Resigned w.e.f. 16-05-2014)
5. Mr. Gobind Prasad Saraf (Appointed w.e.f. 29-01-2014)
The broad terms of reference of the Audit Committee are as under:
To investigate any activity within its terms of reference,
To seek information from any employee
To obtain outside legal or other professional advices,
To seek attendance of outsiders with relevant expertise, if considered necessary.
Review of Company's financial reporting process,
Review of half yearly and annual financial statement, before submission to the Board.
Review with External Auditors, on areas of concern,
Review the adequacy of internal control systems,
To review whistle blower policy & code of ethics and conducts.
3. REMUNERATION COMMITTEE:
Remuneration Committee was reconstituted on 29th January, 2014 by appointment of Mr. Gobind Prasad Saraf as Member of the Committee. Remuneration Committee comprises of independent Directors viz., Mr. T. R. Swaminathan - Chairman, Mr. Gobind Prasad Saraf, Mr. V. K. Singhi (Resigned w.e.f. 16-05-2014) and Mr. R. S. Jhawar (Non-independent Director) as members, with the following terms of reference:
i) to determine and recommend to the Board of Directors the remuneration package of the Whole-time Director including periodical revisions therein,
ii) to approve, in the event of loss or inadequate profits in any year, the minimum remuneration payable to the Whole-time Director within the limits and subject to the parameters prescribed in Schedule XIII to the Companies Act, 1956.
iii) To recommend sitting fees / remuneration payable to the Non-Executive Directors.
One Meeting was held on 29th January, 2014 and Mr. T. R. Swaminathan, Mr. Gobind Prasad Saraf, Mr. V. K. Singhi and Mr. R. S. Jhawar were present in the Meeting.
Stock option scheme: The Company does not have any Employee Stock Option Scheme.
B. Remuneration Policy.
The remuneration of the Whole-time Director is determined by the Board within the statutory limits on the basis of recommendation of the Remuneration Committee, subject to shareholders' approval and Central Government approvals if required.
The agreement with the Whole-time Director is for a period of two years notice period is of 3 months and service contract is from 1st April, 2014 to March, 2016
4. Committee for the shareholders.
SHAREHOLDERS'/ INVESTORS' GRIEVANCE COMMITTEE
The shareholders' and investors' Grievance Committee comprises of
Mr. T. R. Swaminathan
Mr. F. J. Guzdar, Whole-Time Director and Compliance Officer
Mr. R. S. Jhawar
Mr. F. J. Guzdar, Whole-time Director is the Compliance officer.
The Committee looks into redressal of investor's grievances, various matters relating to the transfer and transmission of shares, issue of duplicate share certificates, approving of split and consolidation requests, non-receipt of annual report, and other matters relating to transfer and registration of shares complaints of investors routed by SEBI/Stock Exchanges, amounts transferable to Investor Education and Protection Fund, Secretarial Audit, as well as matters such as transfer, transmission, dematerialization and rematerialisation of shares. In addition, the Committee also looks into matters which can facilitate better investor services and relations.
The power to approve share transfer/transmission as well as the dematerialization and/or rematerialisation is with the Share Transfer Committee. All physical transfers as well as the requests for dematerialization/rematerialisation are processed in fortnightly cycles.
All valid requests for share transfers received during the year have been acted upon and there were no shares pending for transfer as on March, 31, 2014.
5. DISCLOSURE REGARDING APOINTMENT OR RE- APPOINTMENT OF DirectorS:
According to the Articles of Association of the Company one third Directors at each Annual General Meeting (AGM) retires and if eligible, offer themselves for re-appointment, Mr. R. S. Jhawar, Director will retire at the ensuing AGM and has offered himself for re-appointment.
Mr. Gobind Prasad Saraf was appointed as an Additional Director and an Independent Director w.e.f. 29th January, 2014 and holds the office till the ensuing Annual General Meeting. Notice from member recommending his appointment as Director has been received. The Board also recommended his appointment as an Independent Director pursuant to the provisions of sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement.
Mr. Gobind Prasad Saraf (69) has vast experience in Business and its management especially in Printing Industry. He has over 32 years experience in managing Business Activities in diverse field. Share holding in the Company: Nil.
Mr. Tippirajapuram Ramamirda Swaminathan was appointed as an Independent Director pursuant to Clause 49 of the Listing Agreement. The Board now recommended his appointment as an Independent Director pursuant to the provisions of sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement
Mr. Tippirajapuram Ramamirda Swaminathan (89) is Chartered Accountant and Company Secretary. Share holding in the Company: Nil.
Mr. S. Mukherjee ceased to be associated with the Company w.e.f 28th October, 2013
Mr. Gobind Prasad Saraf (69) is B. Com. Shareholding in the Company: Nil
Mr. F. J. Guzdar is proposed to be re-appointed as Whole time Director for a Period of two years w. e. f. 1st April, 2014. Shareholding in the Company: 1165 (0.0225%) equity shares of Rs.1.00 each. Mr. F.J. Guzdar (76) is PGDM
There are no related party transactions. There are no non compliance, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authorities on any matter related to the capital market.
7. Means of Communication:
Quarterly and half yearly results are published in National and Regional News papers in English - Asian Age and Regional language Marathi - Mumbai Lakshadeep. The Annual accounts are mailed to every shareholder of the Company.
8. General shareholder information:
i) Next Annual General Meeting
DATE - 12th August, 2014
TIME - 11.30 a.m.
VENUE - Willingdon Catholic Gymkhana, Church Avenue, Near Khar Subway, Santacruz (W), Mumbai- 400 054.
ii) FINANCIAL CALENDAR : (tentative) for the year 2014-2015
a) First Quarter Results - Second week of August, 2014
b) Second Quarter Results - Second week of November, 2014
c) Third Quarter Results - Second week of February, 2015
d) Results for the year - Last week of May, 2015
ending March , 2015
Date of Book Closure - 5th Aug. 2014 to 12th Aug. 2014
(Both days inclusive)
iii) Dividend Payment Date - Not Applicable
iv) Listing on Stock Exchange
The Bombay Stock Exchange Ltd.
The Calcutta Stock Exchange Ltd.
Madras Stock Exchange Ltd.
The Stock Exchange, Mumbai - 504180
The Calcutta Stock Exchange Ltd. - 10029152
Madras Stock Exchange Ltd. - STDBATTER
Demat ISIN No. of NSDL/ CDSL - INE502C01021
Registrar and Share transfer Agent:
The Company equity shares being in compulsory Demat list are transferable through the Depository System for which the Company has established connectivity through M/s Sharepro Services Ltd., 13 AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kulra Road, Sakinaka, Andheri (E), Mumbai - 400 072. The work relating to transfer of shares and other share transaction in physical form is also done by them.
Share Transfer System:
The application for transfer of shares received by the Company in physical form are processed and registered generally within 15 days of receipt of the documents valid in all respects. Shares under objection are returned within a week's time. The share Transfer Committee meets generally once in 2 week's to consider the transfer applications and other proposals relating to transmission, transposition, split , consolidation and issue of duplicate share certificates
Dematerialisation Of Shares And Liquidity
As on 31.03.2014, 44,60,889 shares were converted from physical to electronic form. Over 86.27 % of outstanding equity shares have been dematerialized up to 31st March, 2014. Trading in Equity shares of the Company is permitted only in dematerialized form with effect from 29-1-2000 as per notification issued by the Securities and Exchange Board of India (SEBI).
Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion dated and likely impact on equity:
Address for Correspondence: Registrar and Transfer Agent:
M/s Sharepro Services (India) Pvt. Ltd.
13 AB Samhita Warehousing Complex,
2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri (E). Mumbai - 400 072
Tel No.(022) 67720300, 67720400 Fax No.(022) 28591568, 28508927
Share Dept.The Standard Batteries Ltd. Rustom Court, Opp. Podar Hospital, Dr. Annie Besant Road,
Worli, Mumbai-400030. Tel No.24919569/24919570
Code of Conduct for Senior Employees :
The Company has a Code of Conduct for the Board of Directors and Senior Employees which has been duly approved by the Board of Directors.
The Company has complied with all the mandatory requirements of Clause 49 and has also complied with one of the non-mandatory requirement viz. setting up of Remuneration Committee.