REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE
1.0 A BRIEF STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Your Company continues to focus on good Corporate Governance with emphasis on its further betterment on a continuous basis. Corporate Governance is an integral part of management. Your Company's management believes in continuous attainment of excellence, growth and value creation and in pursuit of that it continuously endeavors to leverage resources to transform opportunities into reality as much as possible.
2.0 BOARD OF DIRECTORS
The Board of Directors of the Company have four members. Out of this strength, there are two Independent Directors and two Non-Executive Directors, one of whom is Woman Director (Chairperson).
Mr. Rajesh Ganeshviswanathan has been appointed as Additional Director on 13.11.2015 and Mr Shibaji Dasgupta has been appointed as Additional Director (Independent) on 12.02.2016 in compliance with the Companies Act. 2013 as well as for Corporate Governance under SEBI Listing Regulations.
Mr. Asim Chandra, Chairman and Mr. R. Narayanan, Director resigned from the Board on 01.08.2015 and 13.11.2015 respectively. Mr. R. K. Tripathy resigned from the Board on 30.11.2015.
There was a change in the Key Managerial position also. Mr P. K. Nag, CEO was released from his services on 06.02.2016 and Mr. A. C. Sen was appointed as CEO w.e.f. 12.02.2016 but Mr. Sen also resigned w.e.f. 16.04.2016. However, the Company will take appropriate action to fill up the vacancy.
None of the Directors on the Board is a member of more than 10 committees and Chairman /Chairperson of more than 5 committees across all Companies in which he/she is a Director. The necessary disclosures regarding Committee positions have been made by the Directors. None of the Directors is related between themselves.
The Company did not have any pecuniary relationship or transactions with the non executive Directors during 2015-16
Four Board Meetings were held during the year 2015-16 and the gap between two meetings did not exceed four months.
The dates on which the Board Meetings were held are as follows:
5th May 2015, 31st July 2015, 13th November 2015 and 12th February 2016
3.0 AUDIT COMMITTEE
The Audit Committee of the Board has been functioning since 1997. The broad terms of reference of the Audit Committee are to review the unaudited and audited financial results of the Company and to recommend/ suggest the same for the approval and adoption by the Board, to review the Internal Audit Reports, discuss with the Auditors periodically, review and implement their suggestions and other related matters, to review weaknesses in internal controls if any, reported by the Internal Auditors and Statutory Auditors.
Number of Audit Committee Meetings held during the year : 4
Dates of Audit Committee Meetings : 5th May 2015, 31st July 2015 13th November 2015 and 12th February 2016.
The Audit Committee meetings were attended by the Chief Executive Officer, the Chief Financial Officer and representatives of Auditors of the company.
The Company Secretary acted as the Secretary to the Audit Committee.
At the Audit Committee Meeting held on 22nd April 2016, the Annual Accounts for the year ended 31st March 2016, were reviewed by the Audit Committee and recommended to the Board. The unaudited quarterly financial results for each quarter were also reviewed by the Audit Committee during the year before recommendation to the Board for its adoption.
4.0 NOMINATION AND REMUNERATION COMMITTEE
The Remuneration Committee was constituted in the year 1997. The broad terms of reference of the Remuneration Committee are to recommend to the Board in regard to identify the persons who are qualified to become directors, recommendation for their appointment and removal, recommendation of a policy for remuneration of directors, Key Managerial personnel and other Senior Management personnel.
No. of Remuneration Committee Meeting held during the year : One, held on 5th May 2015
Remuneration Policy : The Committee is to satisfy that the remuneration is reasonable and sufficient to attract , retain and motivate directors. The remuneration shall be equal to the performance of the Company and remuneration to Directors, Key Managerial Personnel and other employees involve a balance between the performance of the Company and its goal.
Sitting fees paid to Directors for attending Board and Audit Committee Meeting was Rs. 10,000/- per meeting. However, for attending the Nomination and Remuneration Committee Meeting, sitting fees were Rs. 2,500/- per meeting.
The Independent Directors also held the Independent Directors Meeting on 18th March 2016 and the sitting Fees of Rs. 10,000/- was paid per head.
None of the Directors holds any shares in the Company
5.0 STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was reconstituted in the year 2014 to consider and resolve the grievance of the security holders of the Company and also to look into the redress of investor's complaints like transfer of shares, non-receipt of declared dividend and other issues and shares transfer/transmission matters including issue of duplicate share certificates etc.
a) There has been no transaction of the Company with its promoters, their subsidiaries, Directors, their relatives or the management that may have potential conflict with the interest of the Company at large.
b) Transactions with the related parties are disclosed in note no 23.13 to the accounts in the Annual Report.
c) There are no instance of non-compliance by the Company for which any strictures imposed on it by the Stock Exchanges, SEBI or any other statutory authority or any matter related to capital market during the last three years.
d) The Company has adopted a Whistle Blower Policy for all the employees and directors across the Company. No director or employee has been denied access to the Audit Committee. All the employees of the Company were informed about the policy and their access to the Audit Committee, if they feel necessary and the policy is also available in the website of the Company.
e) The Company has complied with all the mandatory requirements of the Listing Regulations. However, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of 27(2) on Corporate Governance is not mandatory to your Company since, the Company doesn't have equity share capital exceeding Rs.10 crore and networth does not exceed Rs.25crores as on the last day of the previous financialyear.
8.0 MEANS OF COMMUNICATION
1. The quarterly unaudited financial results of the Company are announced within 45 days from the end of the respective quarter, after its 'Limited Review' by the Statutory Auditors and reviewed by the Audit Committee & adopted by the Board of Directors. Audited Annual Results are announced within 60 days from the end of the financial year on 31st March of each year.
The results are published in two widely circulated newspapers in and around West Bengal, generally in 'Business Standard' (in English version) and in 'Aajkal' (in Bengali version), within 48 hours from the conclusion of the Board Meeting. The results are also made available at the website of the Company (www.slofindia.com), within the same period. All these results are also being posted on SEBI's Electronic Data Information Filing and Retrieval System (EDIFAR) website, within the time period as specified by SEBI.
2. The corporate website of the Company (www.slofindia.com) displays any official news release on the Company.
3. Presentations are made to Institutional Investors on their specific request and the same are also made available on the website of the Company.
9.0 GENERAL SHAREHOLDERS' INFORMATION
Date & Time : 22nd July, 2016 at 11.30 A.M.
Venue : Birla Academy of Art and Culture Ground Floor, 108, Southern Avenue, Kolkata - 700 029
2.0 Financial Calendar (tentative)
Financial Results for the quarter ending 30th June, 2016 : 14th August, 2016
Financial Results for the quarter/ half year ending 30th September, 2016 : 15th November, 2016
Financial Results for the quarter ending 31st December, 2016 : 14th February, 2017
Audited Results for the year ending 31st March, 2017 : 30th May, 2017
3.0 Date of Book Closure :
From 16th July, 2016 to 22nd July, 2016 (both days inclusive)
4.0 Dividend Payment Date :
5.0 Listing on Stock Exchanges :
1) The Calcutta Stock Exchange
Association Limited 7, Lyons Range Kolkata - 700 001
2) The Bombay Stock Exchange Ltd.
Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001
(Note : Annual Listing Fees for the year 2016-2017 yet to be paid to both the Stock Exchanges)
6.0 A. Demat ISIN Number in NSDL and CDSL :
B. Stock Code
The Bombay Stock Exchange Ltd. :
Physical Segment 4960 : Demat Segment 504960
The Calcutta Stock Exchange Association Limited :
Physical Segment 29962 : Demat Segment 10029962
8.0 Registrar and Transfer Agent :
C B Management Services (P) Limited
(for Physical and Demat) P-22, Bondel Road Kolkata – 700 019
Tel:. (033) 4011-6700(100 lines) Fax: (033) 4011-6739 E mail: email@example.com
9.0 Share Transfer System
Share transfer in physical form can be lodged with C B Management Services (P) Limited at the above mentioned Registered Office of the Company.
Share transfers are registered and dispatched within a period of 15 days from the date of receipt if technically found to be in order and complete in all respects. As per directives issued by SEBI, it is compulsory to trade in the Company's Equity Shares in dematerialized form.
11.0 Dematerialisation of shares and liquidity
The equity shares of the Company are available for dematerialisation with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Total no. of shares dematerialised till 31st March, 2016: 29,07,846
% of share dematerialised till 31st March, 2016 : 96.93%
12.0 Outstanding GDR/ADRs/Warrants & Convertible Instruments, Conversion date and likely impact on equity :
13.0 Following Plants are now in possession of Kolkata Port Trust (KOPT) w.e.f. 3rd September 2013.
Due to non payment of alleged dues, KOPT took possession of the units towards the eviction order passed by the Estate Officer of Kolkata Port Trust Authority and the Company has taken appropriate legal recourse against the same.
(a) 39, Hide Road Kolkata - 700 043
(b) 43/2, Hide Road Extn. Kolkata- 700 088
However, the Company is in process to build one manufacturing unit at Oregram, Burdwan, West Bengal.
14.0 Address for Correspondence:
Mr. S. Bhadra
Company Secretary and Vice President Corporate Affairs
Stewarts and Lloyds of India Limited
CIN – L28999WB1937PLC009099
41, Chowringhee Road, Kolkata - 700 071
Phone: 033 2288 8194 to 95 Fax: 033 2288 8236
E-Mail: firstname.lastname@example.org Website : www.slofindia.com
Certificate of Compliance with Code of Conduct Policy
I declare that in terms of regulation 34 (3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has received affirmation of Compliance with Code of Conduct from all Directors and Senior Management Personnel of the Company for the financial year ended 31st March 2016.
For Stewarts and Lloyds of India limited
Chief Financial Officer
Date: 22nd April 2016