REPORT ON CORPORATE GOVERNANCE
Company's Philosophy on Code of Governance
Corporate Governance is creation and enhancing long-term sustainable value for the stakeholders through ethically driven business process. At Tata Metaliks, it is imperative that our Company affairs are managed in a fair and transparent manner. We, at Tata Metaliks, ensure that we evolve and follow the corporate governance guidelines and best practices. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance as well as the leadership and governance of the Company.
The Board has adopted the Tata Group Guidelines on Board effectiveness to help fulfilling its corporate governance responsibility towards stakeholders. These guidelines ensure that the Board will have the necessary authority and processes in place to review and evaluate the Company's operations. These guidelines also allow the Board to make decisions that are independent of the Management.
1. Board of Directors
Composition and category of Directors
The Board as a main functionary is primary responsible to ensure value creation for its stakeholders. The Board of Directors and its Committees through their leadership and guidance ensures the highest standards of corporate governance.
There are 6 (Six) Directors on Board as on 31 March, 2016. The Chairman is a Non-Executive Director and there is an appropriate combination of Independent and non-independent Directors on Board
As required under Regulation 26(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Chairmanship and Memberships in Audit Committee and Stakeholders' Relationship Committee are only considered. Other directorships do not include directorships held in private limited companies. The Company is in compliance with the composition of Board of Directors in terms of the Listing Regulations.
The Board consists of 6 (six) Members, 1 (one) of whom is an Executive Director, 2 (two) of them are Non-Executive Directors including a Woman Director and 3 (three) of them are Independent Directors. All Independent Directors have confirmed that they have met the criteria as mentioned under Section 149(7) of the Companies Act, 2013 ("Act").The terms and conditions of appointment of the Independent Directors are disclosed on the Company's website and can be accessed at <http://wwwJatametaliks.comAnvestors/shareholder-information.aspx>. During the year, the Independent Directors have met on 10 February, 2016 without the presence of Non-independent Directors and Members of the Management to evaluate the performance of Non-independent Directors and the Board of Directors as a whole as required under regulation 25(3) of the Listing Regulations.
During the year under review, there were 4 (four) Board Meetings held on 29 April, 2015, 22 July, 2015, 15 October, 2015 and 18 January, 2016 respectively. Dates of Board Meetings are generally decided in advance. The information as required under regulation 17(7) of the Listing Regulations is made available to the Board. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once in a quarter to review the quarterly results.
The Board has constituted various Committees with specific terms of reference / scope to focus effectively on the issues and ensure expedient resolution of diverse matters. The minutes of various Committee meetings are placed before the Board for discussions, review, noting etc. The recommendations of the Committees are placed before the Board for necessary approval.
The Board has constituted following Committees:-
i) Audit Committee;
ii) Nomination & Remuneration Committee;
iii) Stakeholders' Relationship Committee;
iv) Corporate Social Responsibility Committee; and
v) Risk Management Committee
Each Committee has appropriate combination of Independent and Non-independent Directors. The Company Secretary acts as Secretary to all Committees.
The Company has complied with the requirements of Regulation 18 of the Listing Regulations with regard to the composition of the Audit Committee. All Members of the Committee are financially literate and have relevant finance and / or audit exposure. The Committee is entrusted with the responsibility to supervise the Company's internal control and financial reporting process. Audit Committee meetings are attended by the Chief Financial Officer and Chief - Systems Assurance & Risk Management. The Statutory Auditors are invited in meeting as and when required, for interacting with the Members of the Committee regarding the accounts of the Company. The Managing Director and other senior functional executives are also invited as and when required to provide necessary inputs to the Committee.
The terms of reference of Audit Committee are as under:
1) To review and recommend the quarterly financial statements of the company;
2) To review reports of the Internal Auditors quarterly;
3) To review weaknesses in internal controls reported by Internal as well as the Statutory Auditors.
Audit Committee has powers prescribed under Regulation 18(3) of the Listing Regulations and the scope of activities of the Audit Committee is prescribed in Part C of Schedule II of this Regulation. Audit Committee also mandatorily reviews the information prescribed under Part C of Schedule III.
During the year, the Audit Committee has met 5 (five) times on following dates:-
1) 23 April, 2015;
2) 16 July, 2015;
3) 15 October, 2015;
4) 15 January, 2016; and
5) 21 March, 2016.
Nomination & Remuneration Committee
In terms of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board has constituted the Nomination & Remuneration Committee ("NRC") to oversee the Company's nomination process for the senior management and to decide their salary, perquisites and commission / performance linked remuneration etc., to be paid to them and other employees within the broad frame-work of the Group Policy, merit and Company's performance.
The Committee also co-ordinates and oversees the annual self-evaluation of the performance of the Board, Committees and of individual Directors.
Following are the terms of reference of this Committee of the Company:
1) Recommending annual increment etc. payable to the Managing Director within the salary scale, approved by shareholders;
2) Determining performance linked bonus payable to the Managing Director within the limits approved by shareholders; and
3) Recommending annual increment etc., payable to the Key Managerial Personnel of the Company. During the year, this Committee has met twice on following dates:-
1) 29 April, 2015; and
2) 30 March, 2016
Nomination & Remuneration Policy
The Nomination and Remuneration Committee had recommended the Nomination and Remuneration Policy of the Company to the Board of Directors which was adopted at the Board meeting held on 30 March, 2015. The said policy may be referred to at the Company's website at the weblink htpp://www.tatametaliks.com/corporate/ptf/TML-NRC-policv.pdf
The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board / Committee Governance.
The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.
The Board considered and discussed the inputs received from the Directors.
Further, the Independent Directors at their meeting reviewed the performance of Board, Chairman of the Board, Executive and Non-Executive Directors of the Board.
Stakeholders' Relationship Committee
In terms of Section 178 (5) of the Act, read with Regulation 20 of the Listing Regulations the Board has constituted Stakeholders' Relationship Committee ("SRC"). As per the Listing Regulations, the Committee shall specifically look into the mechanism of redressal of grievances of shareholders, debenture holders and other security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.
Name, designation & address of Compliance Officer-Mr. Sankar Bhattacharya
Chief Corporate Governance & Company Secretary Tata Centre, 10th Floor 43, J L Nehru Road Kolkata - 700 071 Phone-033 66134200 Fax - 033 22884372 Email- investors@tatametaIiks.co.in
Corporate Social Responsibility Committee
In terms of the requirement of Section 135(1) of the Companies Act, 2013, the Board has constituted Corporate Social Responsibility ("CSR") Committee comprising of 3 (three) Directors of which 2 (two) are non-executives. The Chairman of the Committee is an Independent Director.
Risk Management Committee
In line with the requirement prescribed in erstwhile Clause 49(VI)(C) of the listing agreement and Regulation 23 of the Listing Regulations, the Board has constituted a Risk Management Committee comprising of 3 (three) Members.
The terms of reference and scope of work is line with the requirements prescribed in the erstwhile listing agreement and the listing regulations.
General Shareholder information i) AGM Details:-
Day : Wednesday
Date : 29 June, 2016
Time : 3.00 p.m.
Venue : Kalamandir, 48, Shakespeare Sarani, Kolkata - 700 017
ii) Financial Calendar-
Financial Year 2016-2017
Year ending AGM : 31 March September
iii) Date of Book Closure
Book Closure Date : Thursday, 23 June, 2016 to Wednesday 29 June, 2016 (both days inclusive)
iv) Dividend Payment Date:- Dividend Payment Date 6 July, 2016
Stock Exchange Stock cod
National Stock Exchange of India Ltd.
viii) Registrar & Transfer Agent
For share related matters, Members are requested to correspond with the Company's Registrar and Transfer Agent - M/s R & D Infotech Pvt. Ltd. quoting their Folio No. / DP ID & Client ID at the following address:-
R & D Infotech Pvt. Ltd. 1st Floor, 7A, Beltala Road Kolkata - 700 026. Phone: +91-33-24192641 Telefax : +91-33-24192642 E-mail : firstname.lastname@example.org tmlGprdinfotech.in: rdinfotechGpvahoo. com
Shareholders holding shares in electronic form should address their correspondence, except those relating to dividend, to their respective Depository Participants.
ix) Share Transfer System
Share Transfer in physical form can be lodged with R&D Infotech Pvt. Ltd. at the above mentioned address. The transfers are normally processed within 10 working days from the date of receipt, provided the documents are complete in all respects. Company Secretary is empowered to approve transfers.
Dematerialization of shares and liquidity
The Company's shares are compulsorily traded in dematerialized form and are available for trading on both the Depositories in India - National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). Company's ISIN No. is INE056C01010.
As on 31 March, 2016, a total of 23,640,938 shares of the Company, which forms 93.49% of the total shares are dematerialized.
Outstanding GDRs/ADRs/Warrants or any Convertible instruments and conversion date and likely impact on equity
XII) Outstanding GDRs/ADRs/Warrants or any Convertible instruments : None
Conversion date and likely impact on equity : N.A.
xiii) Location of the Plant:
Village Gokulpur, POSamraipur Kharagpur, Dist. Midnapur, West Bengal - 721301 Phone : +91-3222-233325, 233877, 233290 Telefax : +91-3222-233316 Email: tml(8>tatametaliks.co.in
xiv) Address for correspondence
Tata Metaliks Limited Tata Centre, 10th Floor 43, J L Nehru Road Kolkata - 700 071 Phone: +91-33-66134200, Fax: +91-33-2288 4372 Email: investors(<ptatametaliks.co.in
i) All material transactions entered into with related parties as defined under Regulation 23 of the Listing Regulations during the financial year were in the ordinary course of business. These have been approved by the Audit Committee. The duly adopted RPT Policy is available on the Company's website at the following link : <http://www.tatametaliks>. com/corporate/policies, aspx
ii) There were no instances of non-compliance and no penalties, strictures were imposed by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets, during the last three years;
iii) The Company has formulated a Whistle Blower Policy and affirms that no personnel has been denied access to the Audit Committee. The said policy is also available on the website of the Company. Link - <http://www.tatametaliks.com/> corporate/business-ethics.aspx:
iv) The Company has complied with the mandatory requirements as prescribed in Part C of Schedule V of the Listing Regulations;
v) The relevant disclosures on the remuneration of Directors have been included under "Remuneration Policy" in this report;
vi) Reconciliation of share capital audit:
A qualified practicing Company Secretary carried out the share capital audit to reconcile the total admitted equity share capital with "NSDL" and "CDSL" and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.
vii) Code of Conduct
The Members of the Board and senior management personnel have affirmed the compliance with the Code applicable to them during the year ended 31 March, 2016. The Annual Report of the Company contains a Certificate by the Managing Director in terms of the Regulation 17(5) of the Listing Regulations based on the compliance declarations received from Independent Directors, Non-Executive Directors and Senior Management Personnel.
viii) Non-Mandatory requirements
The Company has fulfilled the following non-mandatory requirements as prescribed in Part E of Schedule II of the Listing Regulations entered into with the Stock Exchanges:-
a) The statutory financial statements of the Company are unqualified;
b) Mr. Koushik Chatterjee is the Chairman and Mr. Sanjiv Paul is the Managing Director of the Company. The Company has complied with the requirement of having separate persons to the post of Chairman and Managing Director.