CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31s' MARCH. 2015
1. Company's Philosophy on Code of Governance:
The Company's philosophy is to enhance Customer's satisfaction and Shareholders value by practicing the principles of good Corporate Governance.
2. Board of Directors:
The Board of the Company is well structured with adequate blend of Executive, Non-Executive and Independent Directors.
The Company's Board comprised of Five Directors: One is Chairman and Executive Director, One is Executive Director and remaining three are independent Directors. More than half of the Board of Directors comprises of Independent Directors.
The Composition of the Board is in conformity with the Clause 49 of the Listing Agreement entered into with the Stock Exchanges. All Independent Directors comply with the legal requirements of being "Independent".
i. None of the Directors on the Board is a Member of more than Ten (10) Committees or Chairman of more than Five (5) Committees across all the Companies in which he is a Director. Necessary Disclosures regarding Committee positions in other Public Companies as on 31st March, 2015 have been made by the Directors.
ii. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of directorships and Committee Chairmanships / Memberships held by them in other companies is given below. Other directorships do not include alternate directorships, directorships of Private Limited Companies, Section 8 Companies and of Companies incorporated outside India. Chairmanship / Membership of Board Committees include only Audit and Shareholders / Investors Grievance Committees.
iii. During the financial year ended 31st March, 2015, Five (5) Meetings of the Board of Directors were held as on 26/05/2014,16/07/2014,29/09/2014,22/10/2014and 19/01/2015
3. Board Committees:
The Board has constituted the following Committees of Directors:
(a) AUDIT COMMITTEE:
The constitution of Audit Committee meets with the requirements of Section 178 of the Companies Act, 2013 and Clause 49 A of the Listing Agreement.
i. Terms of Reference:
The terms of reference specified by the Board to the Audit Committee are as contained under Section 177 of the Companies Act, 2013 read with the Rule 6 of The Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 Aof the Listing Agreement. They are as follows:
1. Review the scope of the Statutory Auditors, the annual audit plan and the Internal Audit
2. Plan with a view to ensure adequate coverage.
3. Review the significant audit findings from the statutory and internal audits carried out, the recommendations and Management's response thereto.
4. Review and recommend to the Board the appointment/re-appointment of the Statutory Auditors and Internal Auditors considering their independence and effectiveness and their replacement and removal.
5. Approve such additional services to be rendered by the Statutory Auditors except those enumerated in Section 144 of the Companies Act, 2013 and payment for such services.
6. To recommend to the Board the remuneration of the Statutory Auditors/Internal Auditors.
7. To discuss with the Statutory Auditors/ Internal Auditors any significant difficulties encountered during the course of the Audit.
8. Review Annual Audit Report submitted by the InternalAuditor.
The Audit Committee was reconstituted on 22nd October, 2014 due to Resignation of Shri. R. S. Sarda and appointment of Shri. Toby Antony as Member of the Audit Committee in his place of Shri. R. S. Sarda, Member of the Audit Committee, who has ceased as Director of the Company w.e.f. 22nd October, 2014, which has been taken on record by the Board in the Board Meeting held on 22nd October, 2014. The reconstituted Audit Committee comprises, of the following Members:
iii. THE BOARD POWERS OF THE AUDIT COMMITTEE INCLUDE:
• To investigate any activity within its terms of reference.
• To seek information from any employee.
• To obtain outside legal or other professional advice.
• To secure attendance of outsiders with relevant expertise, if it considers necessary.
SHARE TRANSFER & STAKEHOLDERS RELATIONSHIP COMMITTEE:
i) Terms of references:
a) To scrutinize and approve registration of transfer of shares/ debentures/warrants issued / to be issued by the Company.
b) To exercise all powers conferred on the Board of Directors under Article 43 of the Article of Association.
c) To decide all questions and matters that may arise in regard to transmission of shares /debentures /warrants issued /to be issued by the Company.
d) To approve and issue duplicate shares / debentures / warrants certificates in lieu of those reported lost.
e) To refer to the Board and any proposal of refusal of registration of transfer of shares / debentures / warrants for their consideration.
f) To look Into shareholders and investors complaints like transfer of shares, non-receipt of annual reports, non-receipt of declared dividends, etc.
g) To delegate all or any of its powers of Officers/ Authorized Signatories of the Company.
h) To issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities.
i) To issue and allot debentures, bonds and other securities, subject to such approvals as may be required;
j) To approve and monitor dematerialization of shares/debentures/other securities and all matters incidental or related thereto,
k) To authorize the Company Secretary and Head Compliance/other Officers of the Share Department to attend to matters relating to non receipt of annual reports, notices, non receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken
The Share Transfer & Stakeholders Relationship Committee was reconstituted on 22M October, 2014 due to resignation of Shri. R. S. Sarda and appointment of Shri. Toby Antony as Member of the Share Transfer & Stakeholders Relationship Committee. The reconstituted Share Transfer & Stakeholders Relationship Committee comprises of the following Members
Details of Complaints:
No. of Shareholders' Complaints received during the year : 7
No. of Complaints resolved to the satisfaction of shareholders : 7
No.of pending share transfers : Nil
c) NOMINATION AND REMUNERATION COMMITTEE:
i. Terms of Reference
As per Section 178 of the Companies Act, 2013, Every Listed Company is required to constitute the Nomination and Remuneration Committee consisting of three or more Non-Executive Directors out of which not less than one-half shall be Independent Directors
The Company has constituted the Remuneration Committee from 26/05/2014 which is now required to be renamed as 'Nomination and Remuneration Committee'. The Nomination and Remuneration Committee identifies persons who are qualified to become Directors, recommends to the Board their appointment and removal and also carries out evaluation of every Directors performance. The Nomination and Remuneration Committee also formulates the criteria for determining qualifications, positive attributes and Independence of Directors and recommends to the Board, a policy relating to the Remuneration for Directors, Key Managerial Personnel and other Employees. The Roles and functions of this Committee is mentioned in Section 178 of the Companies Act, 2013.
a) Succession planning of the Board of Directors and Senior Management Employees;
b) Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;
c) Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;
d) Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their Remuneration;
e) Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.
The Nomination and Remuneration Committee was reconstituted by resignation of Shri. R. S. Sarda and appointment of Shri. Toby Antony as Member of the Nomination and Remuneration Committee in place of Shri. R. S. Sarda, Member of the Nomination and Remuneration Committee who has ceased as Director of the Company w.e.f. 22"" October, 2014, which has been taken on record by the Board in the Board Meeting held on 22nd October, 2014. The reconstituted Nomination and Remuneration Committee comprises of the following Members :-
1. Shri. P. C. Jain Chairman
2. Shri. G. K. Joshi Member
3. Shri. Toby Antony Member
iii. Details of Remuneration forthe year ended March 31.2015
The Company's Managing Director was paid Rs. 1,75,200/- towards remuneration along with the perquisites of Rs. 3,13,848/-during the year 2014-2015.
Presently the Company does not have a scheme for grant of stock options either to the working directors or employees.
No Remuneration (except sitting fees) was paid to any Non-Executive Directors during the year2014-2015.
(d) INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on 09* March, 2015, inter alia, to discuss:
(i) Evaluation of the Performance of Non-independent Directors and the Board of Directors as a whole;
(ii) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.
(iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary forthe Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
(e) PERFORMANCE EVALUATION
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 and Nomination and Remuneration Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
Name and Address of Compliance officer:
Miss Harshali Shirodkar,
Empire House, 3rd Floor, 214, Dr. D. N. Road, Fort, Mumbai -400 001.
(a) Disclosure of Accounting Treatment
In preparation of its Financial Statements the Company has followed the Accounting Standards laid down by the Institute of Chartered Accountants of India (ICAI).
(b) Disclosures on Risk Management
The Company has laid down procedures to inform Board Members about Risk assessment and minimization procedures and these procedures are periodically reviewed.
(c) Revised Code of Conduct
The Board has adopted Revised Code of Conduct for all the Board Members and Senior Management of the Company in its Board Meeting held on 29/09/2014, a copy of which is published on the website of the Company.
(d) Details of Non-Compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years:-None
(e) Vigil Mechanism/Whistle Blower Policy
The Board in its meeting dated 29/09/2014, adopted Vigil Mechanism/ Whistle Blower Policy pursuant to the requirement of Section 177(9) of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 for Directors and Employees to report their genuine concerns and also provide adequate safeguards against victimization of persons who use such mechanism, details of which is published on the Website of the Company.
(f) Code of Conduct of Independent Director
As per the requirement of Schedule IV of the Companies Act, 2013, the Board of Directors adopted Code of Conduct of Independent Director in its meeting dated 29/09/2014, for fulfillment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly minority shareholders, regulators of the Company, details of which is published on the Website of the Company.
(g) Internal Financial Control Policy
The Board of Directors in its Board meeting dated 29/09/2014 adopted Internal Financial Control Policy pursuant to Section 134 (5) of the Companies Act, 2013 for ensuring the orderly and efficient conduct of the business, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation of reliable financial information. The Details of this policy are published on the website of the Company.
(h) Performance Evaluation Policy
As per the Listing Agreement entered into with the Company, Every Listed Company needs to adopt Performance Evaluation Policy for annual evaluation of the Board of Directors and of its own performance (self-appraisals) and that of its committees and individual Directors as mentioned under the clause (p) of sub-section (3) of Section 134 of the Companies Act, 2013.The Company adopted it in its meeting dated 29/09/2014, details of this Policy is published on the Website of the Company.
(I) Risk Management Policy
Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company adopted Risk Management Policy in its meeting dated 29/09/2014 for identification of elements of risks which may threaten the existence of the Company, a copy of which is published on the website of the Company.
(j) Prohibition Of Insider Trading
The Company has framed a code of conduct for prevention of insider trading as per the amended SEBI (Prohibition of Insider Trading) Regulations, 1992. The code is applicable to all Directors and such employees of the Company who have access to unpublished price sensitive information relating to the Company, details of this Policy is published on the Website of the Company. Transaction for dealing in the prescribed volume of the security of the Company during the prescribed time requires prior approval from the Company.
6. CEO/CFO Certification
A Certificate from the CEO and CFO on the Financial Statements of the Company was placed before the Board, as required by Clause 49(V) of the Listing Agreement.
7. Means of Communication:
Quarterly Results: The unaudited quarterly results are announced within Forty Five Days from the end of the quarter as stipulated under the Listing Agreement with the Bombay Stock Exchange Limited.
Newspapers wherein normally published : No
Any Website, wherein displayed : Yes
Whether Website also displays official news releases : No
Whether presentations made to institutional investors or to the analysts : No
Whether Management Discussion & Analysis Report is a part of Annual Report : Yes
8. General Shareholder information:
(a) AGM Date, Time and Venue: Annual General Meeting will be held on 07th September, 2015, Monday at 04:00 p.m. at its Regd. Office at Chingavanam, Kottayam, Kerala.
(b) Financial Year: The Financial Year is from 1 "April to 31" March.
Unaudited Results forquarterending June 30,2015 : up to 14mAugust, 2015
Unaudited Results forquarter ending September 30,2015: up to 13* November, 2015
Unaudited Results forquarter ending December31,2015: up to 15* February, 2016
Unaudited Resultsforyearending March 31,2016 : upto 16th May, 2016
Audited Annual Accounts foryearending March 31,2016 : up to 30* May, 2016
(c) Book Closure period: 26* August, 2015 to 07* September, 2015 (both days inclusive).
(d) Dividend payment date: Not Applicable
(e) Stock Exchanges where securities are listed :-
1. Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai -400 001.
2. National Stock Exchange of India Limited (NSE) "Exchange Plaza", Bandra Kurla Complex, Bandra (E), Mumbai -400051.
3.Delhi Stock Exchange Limited (DSE)
DSE House, 3/1 Asaf Ali Road, New Delhi -110002.
(f) Subsidiary Companies:
There are No Subsidiary Companies of TECIL CHEMICALS AND HYDRO POWER LIMITED
Stock Market Data:
Since the trading in shares has been suspended from trading in Stock Exchanges the Stock Market Data is not available. The Company however has already approached BSE Ltd. for revocation of suspension in trading of shares.
Stock Code: 506680
Registrar and Transfer Agent: M/s. System Support Services
209, Shivai Industrial Estate, Next to Parke Davis Ltd. Saki Naka, Mumbai-400072 Tel. No 022-28500835. E-mail id: email@example.com
Share transfer system with number of Shares Transferred:
Share transfers in physical form are registered and returned within a period of 15 days from the date of receipt, in case documents are complete in all respects. The Share Transfer & Stakeholders Relationship Committee meets periodically. The total Number of Shares transferred during the financial year under review is given as below:
Dematerialization of shares and liquidity:
Outstanding GDRs/Warrants, Convertible Bonds, Conversion date and its impact on equity. : NIL
(m) Plant Location:
The Company's Manufacturing Plants are located at Chingavanam, Dist. Kottayam (Kerala).
(n) Disclosure in regard to Section 197 of the Companies Act. 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014
Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company Secretary. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all shareholders, excluding the information on employees' particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
(o) Redressal of Shareholders Grievance
Shareholders of the Company can send their complaints/grievances to either the address of Registered Office as mentioned above or to the Registrar and Share Transfer Agents or to the Corporate Office of the Company which is as follows:
Tecil Chemicals And Hydro Power Limited
Empire House, 3rt Floor, 214, Dr. D. N. Road, Fort, Mumbai - 400 001. You can also post your query to our Email Address i.e. tecilchemicals@Qmail.com
(p) Postal Ballot:
The Company will comply with the requirements of postal ballot as and when such matter arises requiring approval of the shareholders by such process in terms of the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001. Adoption of other Non-Mandatory requirements under Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.