REPORT ON CORPORATE GOVERNANCE
(Pursuant to Clause 49 of the Listing Agreement)
1. Company's philosophy on Code of Governance
The core values of the Company's Corporate Governance are transparency, professionalism, accountability, customer focus, teamwork, quality, fairness and social responsibility. Your Company is committed to fulfill these objectives and enhance the wealth generating capacity, keeping in mind long-term interest of the shareholders, employees and the society. The Company believes in adopting and adhering to the best Corporate Governance practices and continuously benchmarking itself against the best practices in the industry.
2. Board of Directors
The Company's Board comprises seven Directors, representing the optimum mix of professionalism, knowledge and experience. Three Directors of the current strength of the Board are Independent Directors. The category of Directorship, number of meetings attended, attendance at the last Annual General Meeting ('AGM'), Directorships in other Companies, number of Committees in which such Director is a member, are mentioned below :
3. Audit Committee / Sub-Committee
(a) Audit Committee
Terms of Reference and Composition
The terms of reference of the Committee cover the matters specified for the Audit Committee under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.
The Sub-Committee comprises four Directors namely Mr. S. K. Poddar, Mr. Akshay Poddar, Mr. Dipankar Chatterji and Mr. Utsav Parekh. No Sub Committee meeting was held during the year 2014-2015.
4. Nomination and Remuneration Committee
Terms of Reference and Composition
The terms of reference of the Committee cover the matters specified for the Nomination and Remuneration Committee under Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013. This Committee also has the responsibility for administering the Employee Stock Option Scheme of the Company.
Remuneration of Directors
The Remuneration of Executive Directors is fixed by the Board of Directors upon recommendation by the Nomination and Remuneration Committee. Non-executive Directors are eligible for sitting fee and a commission not exceeding 1% of the net profit of the Company for each year, with a ceiling of Rs. 1,00,000/-per annum for each director. Directors are paid a sitting fee of Rs. 20,000/- each for attending the Board Meeting and Rs.10,000/- each for attending the Committee / Sub-committee Meetings.
Company's Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure C to the Directors' Report.
5. Stakeholders Relationship Committee
The grievances received are dealt by the Stakeholders Relationship Committee / Registrar & Share Transfer Agent of the Company / Compliance Officer.
In order to provide quick service to Investors, the Board has delegated certain powers to few Senior Executives to deal with various matters including transfer of Shares, transmission of Securities etc. The Company has no transfers pending at the close of the financial year. Committee met once during the year on 4th September, 2014.
Mr. Ayan Chakrobarty, Secretary is the Compliance Officer of the were resolved within a reasonable time period.
6. CSR Committee
Terms of Reference and Composition
The terms of reference of the Committee cover the matters specified for the CSR Committee under Section 135 of the Companies Act, 2013 and Rules thereunder.
The CSR Committee comprises the following three Directors, and their attendance in the Committee Meeting is given alongside.
7. Independent Directors Meeting
A meeting of the Independent Directors of the Company was held on 18th March, 2015 during the financial year 2014-15. All the Independent Directors except Mr. Gautam Khaitan attended the Meeting. The matters discussed at the Independent Directors Meeting, inter alia include the evaluation of the performance of Non-Independent Directors including Chairman of the Board.
8. Induction & Training of Board Members
To provide insights into the Company's operations, the Company periodically familiarize its Independent Directors through presentations, briefings, meetings etc.
The details of programmes for familiarisation of Independent Directors with the Company, including their duties in the Company and related matters are put up on the website of the Company at the link: <http://texinfra.in/familiarisation_rogramme_> for_ndependent_directors.pdf
9. Whistle Blower Policy
The Company believes in promoting ethical behaviour and accordingly there is a mechanism for reporting unethical behaviour, actual or suspected fraud or violation against the Company's Code of Conduct. The objective of the policy is to provide adequate safeguard measures against victimization. The Company has a Whistle Blower Policy under which the employees are free to report any such grievances to the Nodal officer appointed for the purpose. In certain circumstances, employees may also report to the Chairman of the Audit Committee. The Policy is also placed on the website of the Company at the link: <http://texinfra.in/whistle_blower_policy.pdf>
10. Internal Control System
The Internal Control System of the Company is aimed at proper utilization and safeguarding of the Company's resources and to promote operational efficiency. The findings of the
Internal Audit and consequent corrective actions initiated and implemented from time to time are placed before the Audit Committee. The Audit Committee reviews such audit findings and the adequacy of the Internal Control System.
There were no materially significant related party transactions made by the Company with its Promoters, Directors or Management, Subsidiaries, Associates etc. that may have potential conflict with the interests of the Company at large. Transactions carried out with the related parties are disclosed in Note No. 2.29 of Audited Financial Statements. During the last three years, there were no strictures or penalties imposed either by SEBI or the Stock Exchanges or any statutory authorities for non-compliance of any matter related to Capital Market.
13. Reconciliation of Share Capital Audit Report
A qualified practicing Chartered Accountant carried out Quarterly Share Capital Audit to reconcile the total admitted Equity Share capital with National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL') and the total issued and listed capital. The audit confirms that the total issued / paid up Equity Share capital is in agreement with the total number of Equity Shares in physical form and total number of Equity Shares in dematerialised form held with NSDL and CDSL.
14. Means of Communication
The Quarterly Unaudited Financial Results and the Annual Audited Financial Results as taken on record and approved by the Board of Directors of the Company are published generally in local English and Vernacular newspapers namely The Financial Express and Aajkal. It is also sent immediately to all the Stock Exchanges with which the Shares of the Company are listed. These results are also posted on Company's website www.texinfra.in Management Discussion & Analysis Report forms part of the Annual Report.
15. General Shareholder Information
AGM : Date, Time & Venue
Monday, 28th September, 2015 at 4:15 P.M. at K.K. Birla Kala Kendra, Texmaco Estate, Belgharia, Kolkata - 700 056.
Financial Calendar (Tentative)
1st April, 2015 to 31st March, 2016
First Quarter Results - Last week of July.
Second Quarter Results - Second week of October.
Third Quarter Results - First week of February
Results for the year ending 31st March, 2016 - By Last week of May 2016.
Date of Book Closure
Tuesday, 22nd September, 2015 to Sunday, 27th September, 2015.
Listing on Stock Exchanges
1. National Stock Exchange of India Limited, Mumbai.
2. BSE Limited, Mumbai.
3. The Calcutta Stock Exchange Limited, Kolkata.
The Company has paid listing fees for the period 1st April, 2015 to 31st March, 2016.
Dividend Payment Date : Mid October 2015.
CIN of Company : L70101WB1939PLC009800
Stock Code – Physical: TEXINFRA
National Stock Exchange BSE: 505400
Calcutta Stock Exchange : 30044
Demat ISIN No. for CDSL/NSDL: INE 435C01024
Registrar & Transfer Agent (RTA)
M/s. Karvy Computershare Private Limited Plot No: 17- 24, Vittal Rao Nagar, Madhapur, Hyderabad – 500081 Phone: 040-23420818 Fax No: 040-23420814 E Mail: email@example.com Website: www.karvycomputershare.com
Share Transfer System
Request for transfer of Equity Shares held in physical form may be lodged with Karvy Computershare Private Limited at Hyderabad or may be sent to Company Secretary at the Registered office of the Company at Kolkata. Share transfers are registered and returned within 15 days from the date of lodgment, provided documents are complete in all respects.
Dematerialisation of Shares as on 31st March, 2015 and Liquidity
The Company's Equity Shares are compulsorily traded in dematerialised form and are available for trading on both the Depositories in India - National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL'). 12,60,65,430 Equity Shares of the Company representing 98.93% of the Company's Equity Share Capital are dematerialised as on 31st March, 2015.
Code of Conduct & Ethics and Insider Trading:
The Company has adopted a Code of Conduct & Ethics (Code) for the members of Board of Directors and Senior Management Personnel of the Company. The essence of the code is to conduct the business of the Company in an honest, fair and ethical manner, in compliance with applicable laws and in a way that excludes considerations for personal advantage. All Directors and Senior Management Personnel have affirmed compliance with the code, and a declaration to this effect, signed by the Executive Director, is attached to this report.
The Company has voluntarily adopted the Model Code of Conduct framed under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, to inter - alia, prevent Insider Trading in the Equity Shares of the Company.
Location of the Plants
The Company's Hydel Power Plant is located at Neora, Dist.: Darjeeling, West Bengal.
Shareholders may contact Mr. Ayan Chakrobarty, Secretary at the Registered Office of the Company for any
assistance. Telephone No : (033) 2569-1500 E-mail : firstname.lastname@example.org Shareholders holding Equity Shares in Electronic mode should address all their correspondence to their respective Depository Participants.
16. ADOPTION OF MANDATORY AND NON-MANDATORY REQUIREMENTS OF CLAUSE 49
The Company has complied with applicable mandatory requirements under Clause 49 of the Listing Agreement with the Stock Exchange(s) and has adopted the following non-mandatory requirements:
(i) The Board:
The Chairman does not have a separate office in Kolkata and the Corporate Office of the Company supports the Chairman for discharging his responsibilities.
(ii) Shareholder Rights:
The official news release and other related information, if any, are displayed on the website of the Company. These are not sent individually to the shareholders.
(iii) Audit Qualifications:
There are no audit qualifications on the Company's Financial Statements for the year ended 31st March, 2015.
(iv) Separate posts of Chairman and CEO:
The Chairman of the Company is a Non-Executive Director.
(v) Reporting of Internal Auditor:
The internal auditor may report directly to the Audit Committee as and when required.
17. CEO and CFO Certification
The Executive Director and the CFO of the Company have given a certificate on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement, which is attached with this Report.
18. Retirement of Director by rotation and re-appointment
Mr. Akshay Poddar is due for retirement by rotation and is eligible for re-appointment in the ensuing Annual General Meeting. Brief particulars regarding Mr. Poddar are given in the Notice.