1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Corporate Governance is the application of best management practices, compliance of law and adherence to ethical standards to achieve the Company's objective of enhancing shareholders value and discharge of social responsibility. The Company believes in adopting the best practices in the areas of Corporate Governance. Even in a tough competitive business environment, the Management and Employees of the Company are committed to value transparency, integrity, honesty and accountability which are fundamental core values of Corporate Governance.
There is more widespread understanding and acceptance that good corporate governance ultimately leads to better performance, increased investor confidence and enhancement of long term shareholders value.
2. BOARD OF DIRECTORS
The Company has an optimum combination of Executive, Non-Executives and Independent Directors with one woman Director who are eminent persons with professional expertise and valuable experience in their respective areas of specialization and bring a wide range of skills and expertise to the Board. As on March 31, 2015 the composition of the Board of Directors of the Company meets the stipulated requirements of clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd.
The Board comprises of 12 Directors - 3 Executive Directors and 9 Non- Executive Directors out of which 6 Directors are independent including one woman Director.
The Chairman of the Board is a Non-Executive Promoter Director and the number of Independent Directors is not less than half of the total number of Directors of the Company.
None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees across all the companies in which he is a Director (as specified in clause 49).
The necessary disclosures regarding other directorships and committee positions have been made by the Directors.
Memberships of the Directors on other Boards/ Committees are given hereunder:
Separate Meeting of Independent Directors
As required under the relevant provisions of the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors was held on 12th February, 2015 for familiarization of independent Directors with respect to role and responsibilities under the Companies Act, 2013 and under the listing agreement with the stock exchanges and for review of the performance of Non-independent Directors (including the Chairman) and the Board as a whole.
The meeting was attended by all independent Directors except Mr. Rajive Sawhney.
Details on familiarization programme for independent Directors are uploaded on company's web site at following weblink:
3. COMMITTEES OF THE BOARD
(i) Audit Committee
The functioning and terms of reference of the Audit Committee including the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of section 177 of the Companies Act, 2013 and the Listing Agreement.
The Chairman of the Audit Committee was present in the last Annual General Meeting held on September 12, 2014.
Role of Audit Committee, interalia, includes the following:
(i) Reviewing the Company's financial reporting process and its financial statement.
(ii) Reviewing the financial and accounting policies and practices and compliance with applicable accounting standards.
(iii) Reviewing reports furnished by internal and statutory auditors.
(iv) Recommending appointment of statutory auditors, internal auditors and cost auditors.
(v) Effective supervision of the financial reporting process, ensuring financial, accounting and operating controls and compliance with established policies and procedures.
(vi) Evaluating the adequacy of internal controls and its effectiveness.
(vii) Reviewing the financial results of the Company for each
(viii) Providing an avenue for effective communication between the Internal Audit, the Statutory Auditors and the Board of Directors.
The role and responsibilities and terms of reference of the Audit Committee has been further revised and aligned in accordance with the Companies Act, 2013 read with the Rules thereof and the listing agreement that inter alia includes: (a) the recommendation for appointment, remuneration and terms of appointment of auditors of the company; (b) Review and monitor the auditor's independence and performance, and effectiveness of audit process; (c) Examination of the financial statement and the auditor's report thereon; (d) Approval or any subsequent modification of transactions of the company with related parties; (e) Scrutiny of inter corporate loans and investments; (g) Evaluation of internal financial controls and risk management systems.
Composition, meetings and attendance
The Audit Committee comprises of 5 members all being Non-Executive Directors, out of which 4 members are Independent Directors.
Chief Financial Officer, the Internal Auditor and Statutory Auditors are permanent invitees to the Audit Committee Meetings. The Company Secretary acts as Secretary of the Committee.
(ii) Nomination & Remuneration Committee
The Board of Directors in its meeting held on 2nd April 2014 changed the name of Remuneration Committee to Nomination & Remuneration Committee in alignment with the Companies Act, 2013.
Terms of Reference of the Nomination and Remuneration Committee are as per the guidelines set out in the Companies Act, 2013 the listing agreement that inter alia includes
a) formation of policy for determining qualifications, positive attributes and independence of a Director and remuneration for the Directors, key managerial personnel and other employees and recommending the same to the Board.
(b) identification of persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria as per the policy approved by the Board.
The policy of the company is to remain competitive in the industry, to attract and retain good talent and appropriately reward the employees and Directors for their performance and contribution to the business.
Composition and Attendance
The Nomination & Remuneration Committee consists of four members all being Non-Executive Independent Directors i.e. Mr. A. K. Mehra, Mr. Rajive Sawhney, Mr. V. Mohan and Mr. Amit Burman. The Chairman of the Committee is Mr. A. K. Mehra.
The terms of reference/role of the Nomination and Remuneration Committee is to determine the Company's policy on the remuneration package of its Executive Directors and senior management and to determine and approve the terms & conditions and remuneration package of its Executive Directors, including revision thereof from time to time, and to deliberate on and decide matters incidental thereto or consequential thereof.
The Remuneration policy of the Company is to ensure that Executive Directors and Senior Management of the Company are rewarded in a fair and responsible manner, for their individual contributions to the success of the Company and are provided with appropriate incentives to encourage enhanced performance. The remuneration paid to the Executive Director is recommended by the Remuneration Committee and approved by the Board of Directors in the Board meeting, subject to the subsequent approval by the shareholders at the general meeting and such other authorities as and when required.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and CSR Committees as per the criteria laid down by the Nomination Committee.
A structured questionnaire for board and committees was prepared after considering inputs received from the Directors, covering various aspects such composition of the board and its Committees, Board culture & meetings, performance of specific duties, obligations and governance. Similarly questionnaire to evaluate the performance of individual Directors including the Chairman of the board was prepared on various parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.
Based on the survey the performance evaluation was carried out. The committee also reviewed performance of key managerial personnel as per company's policy. The Directors expressed their satisfaction with the evaluation process.
Remuneration of Directors Executive Directors
Mr. Umesh Talwar, Vice Chairman and Managing Director, Mr. Varun Talwar, Joint Managing Director and Mr. Anuj Talwar, Executive Director of the Company were paid remuneration and perquisites during the year under review as per the details given hereunder:
Audit Committee Meeting. They are also reimbursed all travelling and other expenses incurred by them in connection with attending meetings of the Board of Directors or of Committee thereof or which they may otherwise incur in the performance of their duties as Director.
The Company does not have any other material pecuniary relationship/transaction with any of its Non Executive Directors.
(iii) Stakeholders' Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the listing Agreement, the Board on 2nd April 2014 has renamed the existing Investors' Grievance Committee to Stakeholders' Relationship Committee in alignment with Companies Act, 2013.
Terms of Reference of the Stakeholders' Relationship Committee has been revised as per the guidelines set out in the listing agreement with the Bombay Stock Exchange Limited and National Stock Exchange Limited and the Companies Act, 2013 that inter alia include looking into the security holders grievance, issue of duplicate shares, exchange of new share certificates, recording dematerialization/ rematerialization of shares and related matters.
Composition and Attendance
The Stakeholders' Relationship Committee comprises of 4 NonExecutive Directors, of which 3 are independent Directors. The Chairman of the Committee is Mr. Naresh Talwar.
During the year ended March 31, 2015, four meetings of the Stakeholders' Relationship Committee were held on the following dates:
(i) May 26, 2014 (ii) August 14, 2014 (iii) November 7, 2014 (iv) February 12, 2015
Name and designation of Compliance Officer
Mrs. Seema Narang, Company Secretary of the Company is the Compliance Officer for complying with the requirements of SEBI Regulations and the Listing Agreements with the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company has provided an exclusive email ID i.e. seema_narang@ talbros.com, for the members to send their queries/ grievances to the concerned department so that the queries/ complaints are addressed.
(iv) Corporate Social Responsibility (CSR) Committee
The Board of Directors of the Company at its meeting held on 2nd April 2014 constituted a new committee of the Board as Corporate Social Responsibility (CSR) Committee.
Terms of Corporate Social Responsibility (CSR) Committee are as
per the provisions of Section 135 of The Companies Act, 2013 and listing agreement with Stock Exchanges which inter alia include formulation and recommendation to the Board, a Corporate Social Responsibility (CSR) Policy and recommendation on the amount of expenditure to be incurred on the various CSR activities and monitoring of the CSR Policy of the company.
Composition and Attendance
The Committee comprises of 3 Directors:
1. Mr. Umesh Talwar, Chairman
2. Mr. Amit Burman
3. Mr. Navin Juneja
All members of the committee attended the two meeting of the committee held on 14th August, 2014 and 12th February, 2015.
Related Party Transactions
The Company has not entered into any transactions of material nature with its Promoters, the Directors or Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company.
The board has approved policy for related party transactions which is available on company's website at following link and further, details of general related party transactions are given in the Balance Sheet. <http://www.talbros.com/related-party-policy/>
The Company follows the Accounting Standards laid down by the Institute of Chartered Accountants of India and there has been no deviation in the accounting treatment during the year.
The Board of Directors constituted a Risk Assessment Committee for inter alia laying down and periodically reviewing risk assessment and minimization procedures.
Presently Mr. R.P. Gupta, CEO, Mr. Manvinder Singh Ajmani, CFO and Mrs. Seema Narang, Company Secretary are the members of the Committee.
Compliances by the Company
The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory Authorities on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authorities relating to the above during the financial year. The Company has complied with all Accounting Standards issued by the Institute of Chartered Accountants of India.
The Company has defined and adopted a Risk Management Process, and has also set up a core group of leadership team, which assesses the risks and lays down the procedure for minimization of the risks as an ongoing process integrated with operations. The above will facilitate not only in risk assessment and timely rectification but also help in minimization of risk associated with respective business operations and periodic reporting to Board as and when required.
The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The Code has been circulated to all employees and also posted on Company's website www.talbros.com All Board members and senior personnel have affirmed compliance with the code.
A certificate from Managing Director and Chief Financial Officer on the financial statements of the Company was placed before the Board.
Code of Conduct
The Board has laid down a Code of Conduct for all Board members and senior management of the Company, which is also available on the website of the Company www.talbros.com. All Board members and senior management, that includes Company executives who report directly to the Chairman and Executive Directors, have affirmed their compliance with the said Code. A declaration signed by Mr. Umesh Talwar, Vice Chairman and Managing Director, to this effect is provided elsewhere in the Annual Report.
Whistle Blower Policy
The Company has a robust Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach their Supervisor/ Respective HR/ Legal Department or through dedicated Hotline numbers of the Company and makes protective disclosures about the unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct. The Whistle Blower Policy is an extension of the Talbros Code of Ethics, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames as per Talbros' global Policy
Policy against Sexual and Workplace Harassment
The Company values the dignity of individuals and is committed to provide an environment, which is free of discrimination, intimidation and abuse.
The Company has put in place a policy on redressal of Sexual Harassment and a Policy on redressal of Workplace Harassment as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act"). As per the policy, any employee may report his/ her complaint to the Redressal Committee formed for this purpose or their Manager or HR personnel. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy, during the financial year ended 31st March, 2015,
Managing Director/ CFO certification
The certificate from Mr. Umesh Talwar, Vice Chairman and Managing Director and Mr. Manvinder Singh Ajmani, Chief Financial Officer as placed before the Board in terms of Clause 49(IX) of the Listing Agreement is enclosed at the end of this Report.
Compliance of the Requirements of Clause 49 of the Listing Agreement
The Company has complied with all the applicable mandatory requirements of clause 49 of the Listing Agreement and the non-mandatory provisions have been adopted wherever necessary.
6. MEANS OF COMMUNICATION
(a) Quarterly Results: Unaudited quarterly financial results and the annual audited financial results of the Company are sent to the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. where its equity shares are listed and the same are generally published in Business Standard (English & Hindi) newspaper.
(b) Website www.talbros.com Detailed information on the Company's business and products; quarterly/ half yearly/ nine months and annul financial results are displayed on the Company's website. The Company's website www.talbros com is a comprehensive reference on Talbros' management, vision, mission, policies, corporate governance, corporate sustainability, investor relations, sales network, updates and news. The section on 'I nvestor'serves to inform the shareholders, by giving complete financial details, shareholding patterns, corporate benefits, information relating to stock exchanges, presentations made to institutional investors or to the analysts registrars, share transfer agents etc.
(c) Annual Report: Annual Report contains inter-alia Audited Annual Accounts, consolidated Financial Statement, Directors' Report, Auditors' Report.
(d) The Management Discussion & Analysis: The Management Discussion & Analysis Report forms part of the Annual Report.
(e) Intimation to Stock Exchanges: The Company is timely submitting the required information, statement and report to the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company intimates Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. all price sensitive information which in its opinion are material & of relevance to the shareholders.
7. SHAREHOLDERS INFORMATION
(i) 58th Annual General Meeting
The 58th Annual General Meeting will be held on Friday 25th September, 2015 at 10:30 A.M at Hotel Atrium, Shooting Range Road, Suraj Kund, Faridabad - 121001 (Haryana).
(ii) Financial Year
The Financial year of the Company starts from 1st April and ends on 31st March.
(iii) Book Closure Date
The date of book closure is from September 18, 2015 to September 25, 2015 (both days inclusive).
Financial Reporting Calendar:
Un audited Quarterly results for the quarters Tentative date of Reporting
April - June 2015 : 2nd week of August, 2015
July - September 2015 : 2nd week of November, 2015
October - December 2015 : 2nd week of February, 2016
January - March 2016 : 4th week of May, 2016
iv) Dividend Payment Date
The Board has recommended a dividend of 15% on the paid up share capital of the Company to be considered by the members in the forthcoming Annual General Meeting. The said dividend if declared by the shareholders shall be paid to all the members as on the date of Annual General Meeting within the statutory limit of 30 days from the date of declaration.
(v) Listing on Stock Exchanges
The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The annual listing fee due to the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. for the year 2015-2016 has been duly paid.
(vi) Stock Code
Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001
Stock Code 505160
National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor, Plot No. C/1, Bandra Kurla Complex, Bandra (East), Mumbai 400 051
Stock Code TALBROAUTO
(xiii) Registrar & Transfer Agents
For Shares held in Physical as well as Electronic Mode M/s Karvy Computershare Private Ltd., Unit: Talbros Automotive Components Ltd., Karvy Selenium Tower-B, Plot No. 31 & 32, Financial District, Gachibowli, Nanakramguda, Serilingampally Hyderabad 500 008, India Email: email@example.com/ www. karvycomputershare.com
(ix) Share Transfer System
Board in order to expedite the share transfer process dissolved the share transfer committee with effect from 26th May 2014 and delegated the power to senior officials and share transfer agent of the company. Physical share transfer request valid and complete in all respect are normally processed expeditiously. The Company's shares are in compulsory Demat Mode.
(xi) Dematerialization of Shares and Liquidity
Shares of the Company can be held and traded in electronic form. SEBI has stipulated the shares of the Company for compulsory delivery in dematerialized form only, by all investors. The Company has entered into agreements with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to facilitate trading in dematerialized form in India.
(xii) Outstanding Stock Option
There are no outstanding warrants or any convertible instruments as on March 31, 2015.
(xiii) Plant Locations of the Company
The Company has four Gasket Manufacturing Facilities besides Forging plant and one Material Division. The addresses are as given below articulars
Gasket Plant I & Registered Office 14/1, Delhi Mathura Road, Faridabad -121003, Haryana
Gasket Plant II Bhaskar Estate, Amar Nagar, Sector 27-C, K.M. Main Mathura Road, Faridabad- 121003, Haryana
Gasket Plant III Plot No 68, F-11, MIDC, Pimpri, Pune - 411018
Gasket Plant IV Plot No. B-177, Phase-I, Eldeco-Sidcul Industrial Park Ltd, Sitarganj, Uttrakhand -262405
Forging Division Plot No.39 to 46, Sector-6, Industrial Growth Centre, Bawal-123501, Distt. Rewari (Haryana)
Material Division Mandkola Road, Village Atta, Sohna - 122103 Distt. Gurgaon (Haryana)
(xiv) Address for Correspondence
The shareholders may address their communications/ suggestions/ grievances/ queries to:
Talbros Automotive Components Ltd. 14/1, Delhi Mathura Road, Faridabad -121003 Tel: +91-129- 4294189/ 4294182/ 4047694 Fax: +91-129-2277240 Email: seema_narang@ talbros.com
(xv) Shareholding Pattern as on March 31, 2015
For all matters relating to investor relations please contact:
Company Secretary & Compliance officer Talbros Automotive Components Ltd. 14/1, Delhi Mathura Road, Faridabad -121003 Tel: +91-129- 4294189/ 4294182/ 4047694 Fax: +91-129-2277240 Email: firstname.lastname@example.org
By virtue of Section 125 of the Companies Act, 2013, the amount of dividend remaining unpaid/ unclaimed for seven years from the date of its transfer to the Unpaid Dividend Account of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. The date of declaration of dividend and corresponding dates when the unpaid/ unclaimed dividend is due for transfer to the IEPF are given below