REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2014-2015
(As required under the Revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges)
Your Company continues to lay great emphasis on Corporate Governance. Our pursuit towards achieving good governance is an ongoing process. In this Report, we confirm the compliance of the Corporate Governance criteria as required under the revised Clause 49 of the Listing Agreement.
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
Your Company believes that good Corporate Governance is essential for achieving long-term corporate goals and to enhance the stakeholders' value. In this pursuit, your Company's philosophy on Corporate Governance is led by a strong emphasis on transparency, accountability and integrity and your Company has been practicing the principles of Corporate Governance over the years. All directors and employees are bound by a Code of Conduct that sets forth the Company's policies on important issues, including its relationship with customers, shareholders and Government.
2. BOARD OF DIRECTORS:-
a. COMPOSITION AND CATEGORY :-
The Company has an optimum combination of Executive and Non-Executive Directors. The Board of Directors comprises of 7 (Seven) Directors i.e. 3 (three) Executive Directors and 4 (Four) Non-Executive Directors. During the year, the Board was headed by Executive Chairman - Mr. Dungarmal Tainwala. The composition of the Board and other relevant details relating to Directors are given below:
None of the above referred Independent Directors have any material pecuniary relationship or transaction with the Company, its promoters or with its Management.
The Board meets at least once a quarter inter- alia, to review the quarterly performance and financial results and the gap between two meetings is not more than 120days.
b. INFORMATION REQUIRED UNDER CLAUSE 49(IV) (G) OF THE LISTING AGREEMENT ON DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT IS GIVEN IN THE EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013.
C. Attendance of each Director at the Board Meetings held during the year 2014-15 and at the last Annual general Meetings.
During the financial year ended 31st March, 2015, 4 (Four) Board Meetings were held i.e. on 29th May,2014, 05th Aug, 2014, 10th Nov, 2014 and 04th Feb, 2015. The last i.e. the 29thAnnual General Meeting of the Company was held on Wednesday, 24th September 2014.
3. BOARD COMMITTEES:-
The Board had constituted the following Committees of Directors.
I. AUDIT COMMITTEE:
The Audit Committee comprises of 4 (Four) members all Non-Executive Independent Directors.
A. COMPOSITION OF AUDIT COMMITTEE AND DETAILS OF ATTENDENCE AT AUDIT COMMITTEE MEETINGS:
During the financial year ended 31st March, 2015, 4 (Four) Audit Committee Meetings were held i.e. on 29th May,2014, 05th Aug, 2014, 10th Nov, 2014 and 04th Feb, 2015.
All the members of the Audit Committee have good knowledge of finance, Accounts and Business management.
B. TERMS OF REFERENCE OF AUDIT COMMITTEE:
The terms of Reference of the Audit Committee broadly include reviewing the Companies internal control system, audit procedures, compliance with statutory and regulatory requirements, financial reporting process and the disclosure of its financial information to ensure that the financial statements are true and correct. It also reviews the quarterly, half yearly and annual financial results before submission to the Board.
II. STAKEHOLDERS' RELATIONSHIP COMMITTEE:-
The Share Transfer / Investors Grievance Committee:
a. Approves and monitors transfers and transmission of shares, splitting and consolidation of shares and issue of duplicate share certificates.
b. Monitors redressed of complaints received from shareholders relating to transfer and transmission of shares, issue of duplicate share certificates, non-receipt of Annual Reports, dematerialization of shares, etc.
A. COMPOSITION OF STAKEHOLDERS' RELATIONSHIP COMMITTEEAND DETAILS OF ATTENDENCE AT
STAKEHOLDER'S RELATIONSHIP COMMITTEE MEETINGS :
Mr. Subhash Kantilal Kadakia - Non Executive and Independent Director is the Chairman of the Stakeholder's Relationship Committee.
B. STATUS OF SHAREHOLDERS/INVESTORS COMPLAINTS AND THEIR REDRESSAL:
During the year under report, the Company received No complaint which were resolved satisfactorily. All requests for transfer of shares have been processed normally within prescribed time.
III. RISK MANAGEMENT COMMITTEE :
The members of Risk Management Committee are as given below:
1. Mrs. Simran Ram Mansukhani
2. Mr. Dungarmal Tainwala
3. Mr. Rakesh Tainwala
The role and responsibilities of the Committee are to formulate and recommend to the board, a risk management plan, recommend the amount of expenditure to be incurred on the activities referred to in clause and implementing and monitoring the risk management plan of the Company from time to time.
I V. SEPARATE INDEPENDENT DIRECTORS' MEETINGS
The Independent Directors meet at least once in a year, without the presence of Executive Directors or Management representatives. They also have a separate meeting with the Non-Executive Chairman, to discuss issues and concerns, if any. The Independent Directors meetings was held on 24th March, 2015 for the Financial Year ended 31st March, 2015, and inter alia discussed:
• the performance of non-Independent Directors and the Board as a whole;
• the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and
• the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. In addition to these formal meetings, interactions outside the Board meetings also take place between the Chairman and Independent Directors.
V. NOMINATION & REMUNERATION COMMITTEE:
The Remuneration Committee functions inter alias includes a. Review and recommends Remuneration of Managing Director/Whole Time Director. b. Recommend suitable revision/increments whenever required to the Board of Directors.
A. COMPOSITION OF REMUNERATION COMMITTEE AND DETAILS OF REMUNERATION COMMITTEE MEETINGS AND ATTENDANCE OF MEMBERS:
During the financial year under review the Committee held 2 (Two) meeting on 29th May, 2014 and 10th November, 2014 Attendance at its Meeting is given hereunder:
1. REMUNERATION OF DIRECTORS:
The Remuneration Committee of Board of Directors of the Company generally decides and makes recommendations to the Board of Directors about the remuneration to be paid to the Directors and other Key Managerial Persons of the Company. The Remuneration recommendations about the remuneration of Directors are subject to the approval of the Members of the Company and the remuneration of the Key Managerial Persons is to be recommended by the remuneration committee to the Board.
Details of remuneration to all the Directors, as per format in main report.
(a) Remuneration to Executive Directors
The remuneration policy is directed towards rewarding performance. It is aimed at attracting and retaining high caliber talent. The Company does have an incentive plan which is linked to performance and achievement of the Company's objectives. The Company has no stock option scheme relating to its shares. The Company has also constituted a Nomination and Remuneration Committee which shall, inter-alia; evaluate the performance of the Executive Directors and the remuneration payable to the Executive Directors and Senior Management employees.
Details of remuneration paid/payable to the Executive Directors of the Company during the year ended March 31, 2015 is Rs. 38,42,111/-.
(b) Non executive Directors
The Company has no pecuniary relationship or transaction with its Non- executive Independent Directors other than payment of sitting fees to them for attending Board and Committee Meetings.
(c) PROHIBITION OF INSIDER TRADING:
With a view to regulate trading in securities by the Directors and designated employees, the company has adopted a Code of Conduct for Prohibition of insider trading.
(d) RECONCILIATION OF SHARE CAPITAL AUDIT:
As required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Company's Share capital is carried out by a Practicing Company Secretary with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited and held in physical form, with the issued and listed capital. The said Certificate with regard to same submitted to BSE Limited, The National Stock Exchange of India Limited where the Company's Shares are listed.
Disclosure on materially significant related party transactions that may have potential conflict with the interests of company at large.
6. CORPORATE SOCIAL RESPONSIBILITIES:
The Company, as a Corporate Citizen of the Country, is well aware of its social obligations. As a good Corporate Citizen, the Company pays all the taxes, Government dues, cess, duties, etc. well on time.
7. OTHER DISCLOSURES:
a. The Company has duly complied with all the mandatory requirements as per Clause 49 of the Listing Agreement.
b. Compliance with Non-mandatory requirements is furnished separately under the heading "Non-mandatory Requirements".
c. No penalties have been imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to Capital Markets.
d. Whistle Blower Policy and affirmation that, no personnel have been denied access to the audit committee. The Company has a vigil mechanism and whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. During the year under review, no employee was denied access to Audit Committee.
8. CEO/CFO Certification
A CEO/CFO Certificate on the Audited/Unaudited Financial Statements of the Company for the each Quarter and Annual Financial Results were placed before the Board.
9. MEANS OF COMMUNICATION:
i. Quarterly Results
The Company's Quarterly Financial Results are Published in English Language is displayed on its website (www.tainwala.in ).
ii. Newspaper wherein results normally displayed
The Company's results are published normally in the vernacular dailies like Apla Mahanagar and also leading dailies like Financial Express as per availability of the space at the time of publishing.
iii. Any Website, Where displayed
The Company's website (www.tainwala.in ) contains a separate dedicated section 'Investor' where shareholders' information is available. The Company Annual Report is also available in a use-friendly and downloadable form.
iv. Whether it also displays official news release;
During the period under review, the Company has no official news release.
v. No presentations to any institutional investors or analysts has been made during the year ended 31.03.2015.
10. CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct for all the Board members and Senior Management of the Company to ensure adherence to a high ethical professional conduct by them in the discharge of their duties. All the Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2014-15. A Declaration to this effect signed by Chief Executive Officer (CEO) of the Company is annexed to this report.
11. GENERAL SHAREHOLDER INFORMATION:
a) AGM Date, Time and Venue
Tuesday, 29th September 2015 at 11.00 a.m. at the All India Plastics Manufacturers Association A-52, Street No.1, Marol, M.I.D.C., Andheri (East), Mumbai - 400093 1st April to 31st March
b) Financial Calendar
Audited Annual results for the year ended 31st March 2015 By 30th May 2015
Unaudited First quarter results for quarter ended 30th June 2015 By 14th August 2015
Unaudited Second quarter results for quarter ended 30th September, 2015 By 14th November 2015
Unaudited Third quarter results for quarter ended 31st December 2015 By 14th February 2016
Audited Annual results for the year ended 31st March 2016 By 30th May 2016
c) Book Closure Date :
23/09/2015 to 29/09/2015.
d) Listing on Stock Exchange :
Bombay Stock Exchange Limited.
National Stock Exchange of India Limited
e) Stock Code
Bombay Stock Exchange Limited. : 507785
National Stock Exchange of India Limited : TAINWALCHM
f) Payment of Annual Listing Fees :
Listing Fees for the financial year 2014- 2015 has been paid to the concerned stock exchanges.
g) Dividend payment :
i) Share Transfer Agents:
The Company has appointed Link Intime India Pvt. Ltd., having their office at C-13, Pannalal Silk Mills Compound, LBS Road, Bhandup (West), Mumbai- 400078 as the Registrar & Share Transfer Agents. All Shareholders related services including transfer, demat/remat of shares is carried out by the Registrar & Share Transfer Agents.
j) Share Transfer System:
The share transfer requests are processed by the Company's Registrar and Share Transfer Agents as mentioned above.
Company ISIN No.
CIN No. Works
Plot No. 87 Government Industrial Estate, Khadoli Village, Silvassa-396230. Dadra & Nagar Haveli-U.T
q) Address for Correspondence
(1) Tainwala House, Road No.18, M I D C, Marol, Andheri (East), Mumbai - 400 093
(2) Shareholders correspondence should be addressed to
M/s Link Intime India Pvt. Ltd. C/13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078 Ph: 022-25946970/25963838
Fax: 022- 25946969 Email: firstname.lastname@example.org
The Company has not issued any GDRs/ADRs.
s) Management Discussion and Analysis Report :
The Management Discussion and Analysis Report is given as an Annexure to the Directors' Report.
t) Risk Management Framework:
The Board members discuss about the risk assessment and minimization procedures.
12. NON-MANDATORY REQUIREMENTS:
(a) Chairman's office
The Corporate Office of the Company supports with the Chairman and Managing Director in discharging the responsibilities.
(b) Shareholders rights
As the Company's Quarterly Financial Results are published in the English Newspaper having circulation all over India, and in Regional Newspaper widely circulated in Maharashtra, the same are not sent to each Shareholder.
(c) Training of board Members
The Company's Board of Directors comprise of professionals with expertise in their respective fields. They endeavor to keep themselves abreast with changes in Global Economy and various legislations.
(d) Mechanism for evaluation of Non Executive Board Members
The Company does not have a mechanism to evaluate the performance of the Non Executive Directors of the Company.
For and on behalf of the board
DIN No. 00237671
Place: - Mumbai
Date: - 26th May, 2015