28 Apr 2017 | Livemint.com

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TIL Ltd.

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  • 293.20 13.20 (4.71%)
  • Vol: 11147
  • BSE Code: 505196
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  • 291.45 0.00 (0%)
  • Vol: 32450
  • NSE Code: TIL
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  • OPEN PRICE
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TIL Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

The Company believes that Corporate Governance is a set of processes, customs, policies, rules, regulation and laws for ensuring transparency, professionalism and accountability in its dealings with its customers, principal, employees, shareholders and with every individual who comes in contact with the Company.

The Company's philosophy on Corporate Governance is bounded upon a rich legacy of fair ethical governance practices to strengthen investors' trust and ensure a long term partnership that helps in fulfilling a Company's quest for higher growth and profits. Many of such practices were already in place even before they were mandated by adopting honesty, integrity and ethical behavior.

As a good corporate citizen, the Company has established systems to encourage environmental and social initiatives that contribute to organizational sustainability, systematic training, conservation of energy and other scarce resources.

The Company is in full compliance with the requirements of Corporate Governance as specified in Paragraph C of Schedule V of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and under the Companies Act, 2013 and in this regard, submits a report on the matters mentioned in the said provisions and also the practices followed by the Company as stated below:

BOARD OF DIRECTORS

The Board of Directors headed by its Executive Chairman, Mr. Sumit Mazumder consists of 5 (five) other Members out of which 1 (one) Member is a Nominee Director nominated by Life Insurance Corporation of India (LICI), being an Equity Investor and 4 (four) Members are Non-Executive Independent Directors including a Woman Director.

Mr. R. L. Gaggar and Mr. G. Swarup has already served as Independent Directors for more than five years in the Company and has been re-appointed at the 39th Annual General Meeting held on 28th July 2014 for one more term of five years.

Ms. Veena Hingarh has been re-appointed as a Non-Executive Independent Director with effect from 26th March 2016 for a term of five years subject to approval of the Shareholders at the ensuing Annual General Meeting, by the Board of Directors of the Company at its meeting held on 8th February 2016.

Dr. T. Mukherjee has or had no pecuniary relationship with the Company, or its subsidiaries or their promoters, or directors, during the two immediately preceding financial years or during the current financial year and so has been appointed as a Non-Executive Independent Director of the Company with effect from 1st April 2016 for a term of five years by the Board of Directors of the Company at its meeting held on 27th May 2016. His appointment shall be subject to approval of the Shareholders at the ensuing Annual General Meeting.

None of the above Directors are related inter-se.

None of the Directors of the Company hold the office of Director in more than the permissible number of Companies under Section 165 of the Companies Act, 2013. Further, the Committee Chairpersonships/Memberships are within the limits laid down in Regulation 26(1) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The sitting fees paid to Non-Executive Directors is within the limits prescribed under the Companies Act, 2013 for payment of sitting fees without approval of the Central Government and so does not require prior approval of the Shareholders in General Meeting.

A separate meeting of the Independent Directors was held on 25th March 2016, without the attendance of Non-Independent Directors and members of the Management. All the Independent Directors attended the said meeting.

Familiarization programmes imparted to Independent Directors

The Company has a familiarization programme for Independent Directors with regard to their roles, rights, responsibilities in the Company etc. and the same is attached with their appointment letters available on the website of the Company (weblink <http://www>. tilindia.in/corporate/director.php). A presentation was also made by the Company Secretary before the Board to enlighten them about their roles, responsibilities etc. under the Companies Act, 2013.

Code of Conduct

A revised Code of Conduct for the Board of Directors, Senior Managers and all other Employees of the Company has been formulated and adopted by the Board of Directors in the Meeting held on 8th February 2016. The Code of Conduct, as approved by the Board, is also posted on the website of the Company (weblink <http://www.tilindia.in/corporate/code.php> ). A declaration by the Chairman & Managing Director stating that all Board Members and Senior Management Personnel have complied with the Code of Conduct for the Financial Year ended 31st March 2016 forms a part of the Annual Report.

Shareholding of Directors and Key Managerial Personnel

Except Mr. Sumit Mazumder, Chairman and Managing Director who holds 86,360 shares in the Company, no other Director or Key Managerial Personnel holds any shares in the Company.

AUDIT COMMITTEE

The Audit Committee has been re-constituted by the Board at its meeting held on 26th March 2015 in accordance with the provisions of Section 177 of the Companies Act, 2013. The power, role and broad terms of reference of the Audit Committee are as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

The terms of reference of the Committee, inter alia, includes (i) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company (ii) review and monitor the auditor's independence and performance, and effectiveness of audit process (iii) examination of the financial statement and the auditors' report thereon (iv) approval or any subsequent modification of transactions of the Company with related parties (v) scrutiny of inter-corporate loans and investments (vi) valuation of undertakings or assets of the Company, wherever it is necessary (vii) evaluation of internal financial controls and risk management systems (viii) monitoring the end use of funds raised through public offers and related matters.

The Audit Committee as at 31st March 2016 consists of 3 (three) Non-Executive Independent Directors namely, Mr. G. Swarup (Chairperson), Mr. R. L. Gaggar (Member) and Ms. Veena Hingarh (Member), 1 (one) Non-Executive Director namely, Dr. T. Mukherjee (Member) and 1 (one) Nominee Director namely, Mr. S. V. Ramana Rao. All Members of the Audit Committee are financially literate. The Chairman & Managing Director, the Chief Financial Officer, the Statutory Auditors and the Internal Auditors are invitees. The Company Secretary, Mr. Sekhar Bhattacharjee, is the Secretary to the Audit Committee.

Mr. G. Swarup, the Chairman of the Audit Committee attended the AGM held on 7th August 2015.

i. During the year ended 31st March 2016 the Audit Committee met 4 (four) times on 29th May 2015, 7th August 2015, 9th November 2015 and 8th February 2016. The maximum gap between any two meetings was less than one hundred and twenty days.

ii. The Annual Financial Statements for the financial year 2015-16 were reviewed by the Audit Committee at its meeting held on 27th May 2016 and were recommended to the Board for adoption.

iii. The Unaudited Quarterly and Audited Annual Financial Results were reviewed, analysed and confirmed by the Committee before they were approved by the Board of Directors for submission to the Stock Exchanges and publication in newspapers in compliance of Regulation 47 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was reconstituted by the Board at its meeting held on 5th February 2015 in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The power, role and broad terms of reference of the Nomination and Remuneration Committee are as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Committee as at 31st March 2016 comprises 2 (two) Non-Executive Independent Directors namely, Mr. R. L.Gaggar (Chairperson), Mr. G. Swarup (Member) and 1 (one) Non-Executive Director namely, Dr. T. Mukherjee (Member).

The terms of reference of the Committee, inter alia, includes (a) formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, key managerial personnel and other employees (b) formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors (c) devising a policy on diversity of Board of Directors (d) identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to

the board of Directors their appointment and removal (e) whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

During the year, the Committee met once on 8th February 2016 and all the Members of the Committee attended the aforesaid meeting.

Criteria for performance evaluation of Independent Directors

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Executive and Non-Executive Directors including that of the Board as a whole. Based on the performance evaluations, it is determined by the Committee whether to extend or continue term of the appointment of the Independent Directors. The evaluation is done primarily through a questionnaire duly completed by all Directors providing specific rating for other Directors and also the Board as a whole. Every Independent Director was evaluated by all the Executive and Non-Executive Directors including all other Independent Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013. The power, role and broad terms of reference of the Stakeholders Relationship Committee are as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Committee as at 31st March 2016 comprises 2 (two) Non-Executive Independent Directors namely, Mr. R. L. Gaggar (Chairperson),

Mr. G. Swarup (Member) and 1 (one) Whole-time Director namely, Mr. Sumit Mazumder (Member).

The term of reference of the Committee is to consider and resolve the grievances of stakeholders of the Company.

Mr. Sekhar Bhattacharjee, Company Secretary is the Compliance Officer of the Committee.

The Committee met only once during the year on 29th May 2015. Leave of absence was granted to Mr. R. L. Gaggar as he was unable to attend the meeting.

During the year ended 31st March 2016 three complaints were received from the Shareholders/Investors and the same were resolved to the satisfaction of the Shareholders.

No pledge has been created over the Equity Shares held by the Promoters as on 31st March 2016.

Share Transfer and Certificate Committee

The Board has delegated the powers of approving transfer of shares to Share Transfer and Certificate Committee. The Committee met 15 (fifteen) times during the year ended 31st March 2016 and approved the transfer of shares lodged with the Company. At the year-end, there was no share pending for transfer.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee constituted by the Board of Directors in accordance with the provisions of Section 135 of the Companies Act, 2013 comprises as on 31st March 2016, 1 (one) Whole-time Director namely, Mr. Sumit Mazumder (Chairperson), 1 (one) Non-Executive Director namely, Dr. T. Mukherjee (Member) and 1 (one) Non-Executive Independent Director namely, Mr. R. L. Gaggar (Member).

The terms of reference of the Committee, inter alia, includes (a) formulation and recommendation to the Board, a Corporate Social Responsibility Policy, which will indicate the activities to be undertaken by the Company as well as the amount of expenditure to be incurred on the activities referred in the said Policy (b) monitoring Corporate Social Responsibility Policy from time to time and (c) preparing a transparent monitoring mechanism for ensuring implementation of the projects/programmes/activities proposed to be undertaken by the Company.

The Committee has met once during the year on 29th May 2015. Leave of absence was granted to Mr. R. L. Gaggar as he was unable to attend the meeting.

RISK MANAGEMENT POLICY

The Company has in place mechanisms to inform the Board Members about the risk assessment and minimisation procedures and periodical review by the Board is being done to ensure that management controls risk through means of a properly defined framework.

SUBSIDIARY COMPANIES

Presently, the Company has three subsidiary companies viz. Tractors India Private Limited (TIPL), TIL Overseas Pte. Ltd. (TILO) and Tractors Nepal Private Limited (TNPL) respectively.

Mr. R. L. Gaggar and Ms. Veena Hingarh, Non-Executive Independent Directors of the Company are also on the Board of Directors of Tractors India Private Limited (TIPL), a wholly owned non-listed Indian subsidiary of the Company.

The minutes of the Board Meetings of the subsidiary companies are placed at the Board Meeting of the Company. The Audit Committee of the Company also reviews the financial statements of the subsidiary companies.

All significant transactions and arrangements entered into by the subsidiary companies are brought to the notice of the Board of Directors of the Company.

MEANS OF COMMUNICATION

The Company had arranged to publish the quarterly results in the newspapers immediately after they were taken on record by the Board of Directors and had the same displayed on its website www.tilindia.in.The website also displays all other information required to be disseminated on the website of the Company as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Company's financial results are normally published in prominent business dailies in English viz. The Financial Express/Business Standard and a regional newspaper published in Bengali - Aajkal. The Company did not make any presentation to Institutional Investors or Analysts.

The Management Discussion and Analysis Report forms part of the Directors' Report.

GENERAL SHAREHOLDER INFORMATION AGM: Date, time and venue

Forthcoming Annual General Meeting will be held on Friday, 22nd July 2016 at 10.00 A.M. at the Company's Registered Office at 1, Taratolla Road, Garden Reach, Kolkata 700 024.

Financial Calendar (Tentative)

Financial Reporting for the year ended 31st March 2016 : May 2016

Mailing of Annual Reports for 2015-2016 : June 2016

Financial Reporting for the quarter ending 30th June 2016 : July 2016

Limited Review Report for the quarter ending 30th June 2016 :July 2016

Financial Reporting for the quarter /half year ending 30th September 2016 :November 2016

Limited Review Report for the half year ending 30th September 2016 :November 2016

Financial Reporting for the quarter ending 31st December 2016 :February 2017

Limited Review Report for quarter ending 31st December 2016 :February 2017

Financial Reporting for the year ending 31st March 2017 :May 2017

Date of Book closure

The Share Transfer Books and Register of Members will remain closed from 16th July 2016 to 22nd July 2016, both days inclusive.

Listing on Stock Exchanges of the Stock Exchange  

Name of the Stock Exchange:

The Calcutta Stock Exchange Association Ltd.

Address : 7, Lyons Range, Kolkata-700 001

Code  : 30148

Name of the Stock Exchange:

Bombay Stock Exchange Ltd.

Address  

Phiroze Jeejeeboy Tower, Dalal Street, Fort, Mumbai-400 001

Code : 505196

Name of the Stock Exchange:

National Stock Exchange of India Ltd.

Address  :

Exchange Plaza, 5th Floor, Plot No. C/1, G-Block Bandra-Kurla Complex, Bandra (E), Mumbai 400 051

Code :  TIL-EQ

Listing fees for the year 2016-17 have been paid to the Stock Exchanges. The International Security Identification Number (ISIN) is INE806C01018

Registrar and Share Transfer Agents

The share management work, both physical and demat, is being handled by the Registrar and Share Transfer Agent of the Company whose name and address are given below:

C.B. Management Services (P) Ltd., P-22, Bondel Road, Kolkata 700 019 Telephone Numbers : 033 4011 6700/ 2280/ 6692/ 3643 Fax Number : 033 4011 6739 E-Mail : rta@cbmsl.com

Share Transfer System

Share Transfer requests, valid and complete in all respects are normally processed within 15 days from the date of receipt. The Board has delegated the powers to Share Transfer & Certificate Committee for expediting share transfer. Valid requests for demat/remat of shares are completed generally within 10 days from the date of demat/remat request. The Company's shares are compulsorily traded in the dematerialized form.

Plant Locations

Kamarhatty - 517, B.T. Road, Kolkata 700 058, West Bengal.

Sahibabad - Plot No.11 , Site-4, Sahibabad Industrial Area, Ghaziabad 201 010, Uttar Pradesh.

Kharagpur - Changual & Vidyasagar Industrial Park, District: Paschim Medinipore, West Bengal.

Address for correspondence

Registered Office:

1, Taratolla Road, Garden Reach, Kolkata 700 024 Phone Nos. (033) 2469-3732/36 (5 lines) Fax Nos. (033) 2469-2143/ 2469-3731 Email - secretarial.department@tilindia.com Website: www.tilindia.in

CEO and CFO Certification

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Chairman & Managing Director and the Chief Financial Officer (CFO) of the Company have certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the purpose of financial reporting.

DISCLOSURES

a) The Company did not have any materially significant related party transactions, which may have potential conflict with the interest of the Company. All transactions with related parties have been on an arm's length basis. The Company has also formulated a Related Party Transaction Policy which has been hosted on Company's website (weblink <http://www.tilindia.in/investor/related_> party.php ).

b) The Company has complied with the requirements of the regulatory authorities on capital markets and no penalties/ strictures have been imposed against it, by Stock Exchanges or Securities and Exchange Board of India or any Statutory Authority, in the last three years.

c) The Company has in place a Whistle Blower Policy which is also available on the Company's website (weblink <http://www.tilindia>. in/investor/whistle_blower_policy.php). No personnel has been denied access to the Audit Committee to lodge their grievances.

d) All mandatory requirements and all non-mandatory requirements have been appropriately complied with except that the Company does not send the half-yearly declaration of financial performance including summary of the significant events in last six-months to each household of shareholders.

e) The Board of Directors of the Company have adopted a Policy for determining Material Subsidiaries and the same is available on the website of the Company (weblink <http://www.tilindia.in/investor/material_subsidiary.php> ).

NON-COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT

The Company has complied with all the requirements of the Corporate Governance Report as prescribed under Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

DISCRETIONARY REQUIREMENTS

a) Office of Non-Executive Chairman and tenure of office of Non-Executive Directors

The Chairman of the Company being a Whole-time Director, the requirement relating to maintenance of Non-Executive Chairman's office is not applicable.

b) Shareholder's Rights - Furnishing of Half yearly Results

As the Company's Quarterly Results are published in newspapers and also posted on its website viz. www.tilindia.in and on the Corporate Filing and Dissemination System (CFDS), viz., www.corpfiling.co.in the same are not mailed to the shareholders.

c) Modified opinion(s) in audit report

The Company does not have any audit qualification pertaining to the financial statements for the period under review.

d) Separate posts of Chairman and CEO

The Managing Director of the Company and the Chief Executive Officer (CEO) are not the same person. Mr. Sumit Mazumder is the Chairman and Managing Director of the Company and Mr. Somnath Bhattacharjee is the Chief Executive Officer (CEO) of the Company.

e) Reporting of Internal Auditor

Messrs. Chaturvedi and Company, Chartered Accountants, Kolkata are the Internal Auditors of the Company who conduct internal audit on a pan India basis. The internal audit reports are addressed to the Board of Directors of the Company. However, the said reports are reviewed by the Audit Committee and thereafter recommended to the Board for approval.

COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENTS

The Company has complied with all the requirements of Corporate Governance requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of Sub-regulation (2) of Regulation 46 of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Pursuant to Part E of Schedule V of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 a Compliance Certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance by the Company forms a part of the Directors' Report. The Auditors' certificate will be sent to the Stock Exchanges where the Company's shares are listed.

For and on behalf of Board of Directors

Sumit Mazumder

Chairman & Managing Director

Date : 27th May 2016  

Place : Kolkata