CORPORATE GOVERNANCE REPORT FOR THE YEAR 2015-16
1. Company's philosophy on Corporate Governance
Your Company has been practicing good Corporate Governance over the years upholding the Tata traditions and values. The Company has not only put in place the system for compliance of regulatory requirements but also the system for customers satisfaction and meeting the expectations of its stakeholders, employees and the society. It is the philosophy of the Company to continue to have accountability, transparency and integrity in all its business transactions and practices.
2. Board of Directors
2.1 The Board of the Company consists of eight members comprising a Non-executive Chairman, six other Non-executive Directors (out of them - four are Independent Directors) and one Executive Director, being the Managing Director. None of the Directors on the Board is a member in more than 10 Committees and Chairman of more than 5 Committees, as specified in Regulation 26(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [the "SEBI Regulation 2015"], across all Companies in which he/she is a Director. The necessary disclosures regarding Committee positions have been made by the Directors
Committee positions held in Indian listed and unlisted Public Limited Companies are considered including the reporting Company. For this purpose only two Committees viz. the Audit Committee and the Stakeholders' Relationship Committee are considered.
2.3 All Independent Directors have confirmed their independence to the Company.
2.4 The Non-executive Directors have no pecuniary relationship or transactions with the Company in their personal capacity.
2.5 None of the Directors of the Company are related amongst themselves.
2.6 The information as mentioned in Annexure - X of Clause 49 of the erstwhile Listing Agreement with the Stock Exchanges and minimum information to be placed before Board of Directors as mentioned in Schedule II of the SEBI Regulation 2015 was made available to the Board members. The Board periodically reviews compliance reports of all laws applicable to the Company and the steps taken to rectify instances of non-compliance.
2.7 The Company has adopted the Tata Code of Conduct for the Managing Director, Senior Management Personnel and other employees of the Company. It has also adopted a separate Code of Conduct for the Non-Executive Directors and Independent Directors of the Company. Both the Codes of Conduct are posted on the website of the Company. The Company has received confirmations from the Non-Executive Directors, Managing Director and Senior Management Personnel regarding compliance with their Code of Conduct for the year ended 31.03.16. A declaration to this effect signed by the Managing Director forms part of the Directors' Report.
2.8 ATTENDANCE RECORD OF THE DIRECTORS
During the year four meetings of the Board of Directors were held on 29.04.15, 20.07.15, 19.10.15 and 18.01.16. The Companies Act, 2013 (the Act) has permitted the participation of Directors in Board Meetings through electronic mode. In compliance with the Act, some of the Directors participated through electronic mode at the aforesaid Board Meetings.
3. Audit Committee
3.1 Brief Description of terms of reference
a) The Audit Committee of the Company was initially constituted on 20.04.87.
b) The Audit Committee acts in accordance with the broad terms of reference specified by the Board of Directors in adherence to Section 177 of the Companies Act, 2013 (the Act).
c) The scope of activities of the Audit Committee includes the areas laid out in Section 177 of the Act and Part C of Schedule II of the SEBI Regulation 2015.
3.2 During the year four meetings of the Audit Committee were held on 24.04.15, 18.07.15, 17.10.15 and 16.01.16.
3.3 The Audit Committee met on 20.04.16 and reviewed the Annual Audited Accounts of the Company for the year ended 31st March 2016 before recommending the same to the Board of Directors. The Audit Committee had also periodically reviewed the Audited Financial Results during the year before recommending the same to the Board of Directors for adoption and publication.
3.4 Audit Committee comprises of Mr. Dipak Kumar Banerjee, Chairman (Independent Director), Mr. Ashok Kumar Basu (Independent Director), Dr. Sougata Ray (Independent Director) and Ms. Atrayee Sanyal (Non-executive Director) as Members.
3.6 All the members of the Committee have accounting or related financial management expertise.
3.7 The Chairman of the Audit Committee, Mr. Dipak Kumar Banerjee was present in the last Annual General Meeting held on 23.09.2015. The Chief Financial Officer, Chief Internal Auditor and the Statutory Auditors were present at all the Audit Committee meetings as invitees.
3.8 The Company Secretary, Mr. Kaushik Seal is the Secretary to the Audit Committee and was present at all the meetings held since the date of his appointment as the Company Secretary.
4. Nomination and Remuneration Committee
4.1 In order to comply with Section 178 of the Act the erstwhile Remuneration Committee of the Company was renamed as Nomination and Remuneration Committee (NRC) at the meeting of the Board of Directors held on 22.04.2014.
4.2 The NRC at present comprises Mr.Dipak Kumar Banerjee as Chairman (Independent Director), Mr. Koushik Chatterjee (Non-Executive Director) and Mr. Ashok Kumar Basu (Independent Director) as members.
4.3 The role of NRC includes the areas laid out in Section 178 of the Act and Part D of Schedule II of the SEBI Regulation,2015.
4.5 The Board of Directors on recommendation of the NRC has adopted a policy for evaluation of the Board, its Committees and Directors and the same has been discussed in the Directors' Report forming part of this Annual Report.
5. Stakeholders' Relationship Committee
5.1 The Shareholders' Grievance Committee was constituted on 19.03.01 to specifically look into the redressal of shareholders' grievances relating to transfer of shares, non-receipt of dividend, non-receipt of balance sheet and any other matters concerning shareholders' grievance.
5.2 Pursuant to the notification of the Companies Act, 2013, the Shareholders' Grievance Committee was renamed as Stakeholders' Relationship Committee at the meeting of the Board of Directors held on 22.04.2014.
5.3 The Committee was reconstituted on 22.01.15. The Committee presently comprises of Mr. Ashok Kumar Basu as Chairman (Independent Director), Mr. Anand Sen (Non-Executive Director) and Mr. B N Samal (Independent Director) as Members. Mr. Kaushik Seal, Company Secretary is the Compliance Officer of the Company.
5.4 During the financial year three meetings of the Stakeholders' Relationship Committee were held on 20.07.15, 19.10.15 and 17.03.16 which were attended by all three members of the Committee.
5.5 The role of Stakeholders' Relationship Committee includes as specified in part D of Schedule II of the SEBI Regulation, 2015.
5.6 The details of shareholders' grievances received and attended during FY 2015-16 were as follows:
a) Number of pending complaints as on 31.03.2015 -1
b) Number of complaints received during the year ended 31.03.2016 - 6
c) Number of complaints disposed off during the year ended 31.03.16 -7
d) Number of complaints not solved to the satisfaction of the shareholders during the year ended 31.03.16-0
e) Number of pending complaints as on 31.03.16 - 0 The number of share transfers pending as on 31.03.16- 2
5.7 TSR Darashaw Limited is the Registrar and Share Transfer Agent of the Company. The delegated authority is taking measures so that share transfer formalities are attended to at least once in a fortnight. The Company Secretary is also authorised by the Board to do all acts, deeds and matters and sign all documents that may be required in the matter relating to shares from time to time.
6. Corporate Social Responsibility Committee
6.1 The Corporate Social Responsibility Committee was constituted on 22.04.2014 to formulate and recommend to the Board, a Corporate Social Responsibility Policy regarding the activities to be undertaken by the Company as specified in Schedule VII of the Act. The Committee shall also recommend the amount of expenditure to be incurred on the activities as mentioned above and monitor the Corporate Social Responsibility Policy of the Company from time to time.
6.2 The Committee presently comprises Mr. Anand Sen - Chairman (Non-executive Director), Dr. Sougata Ray (Independent Director) and Mr. Tarun Kumar Daga (Managing Director) as Members.
6.3 During the year two meetings of the Corporate Social Responsibility Committee were held on 24.06.15 and 07.01.16 which were attended by all the three members of the Committee.
7. Meeting of Independent Directors
During the year a meeting of the Independent Directors was held on 17.03.2016 which was attended by all the Independent Directors - Mr. Dipak Kumar Banerjee, Mr. B. N. Samal, Mr. Ashok Kumar Basu and Dr. Sougata Ray.
8.1 The Company has adopted a policy on dealing with Related Party Transactions and the same is disclosed at <http://www.tatatinplate.com/Related_Party_Policy_TCIL.pdf>.
The Company has an on-going conversion arrangement with Tata Steel Limited (TSL) since 1998 for conversion of TSL's Hot Rolled Coils (HRC) into Electrolytic Tin Plate (ETP). Under the arrangement, the Company converts the HRC supplied by TSL into ETP and also assists in selling the same to the end consumers. The Company also purchases finished ETP from TSL for exports. These exports help the Company in earning export incentives and meeting its obligations, if any, under the Foreign Trade Policy. The above transactions are at arm's length and are in the ordinary course of business.
Accordance with Regulation 27(2)(b) of SEBI Regulation 2015 all material transactions with related parties have been disclosed quarterly along with the compliance report on Corporate Governance. Following are the two material related party transactions for the year ended 31.03.16:
The above material related party transactions were approved by Shareholders by way of Postal Ballot.
• For the details of all related party relationships and transactions as required by the Accounting Standard 18 on "Related Party Disclosures" issued by the Institute of Chartered Accountants of India please refer Note No 37 of notes to the Audited Financial Statements for the year ended 31.03.16.
8.2 The Company has adopted a Risk Management Policy and has laid down procedures for informing the Board members about the risk assessment and minimization procedures.
8.3 The Company has formulated a Whistle Blower Policy and established a Vigil Mechanism for Directors and Employees and the same has been disclosed on the Company's website at <http://www.tatatinplate.com/VigilMechanism.pdf>. The Management affirms that no personnel has been denied access to the Audit Committee.
8.4 The Management has informed the Board in accordance with Regulation 26(5) of the SEBI Regulation, 2015 that they are not having any personal interest in material, commercial and financial transactions of the Company that may have potential conflict with the interest of the Company at large.
8.5 The Managing Director and Chief Financial Officer have given the necessary certificates as required under Regulation 17(8) of SEBI Regulation, 2015.
8.6 The Company has issued formal appointment letters to all Independent Directors and the terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company at <http://www.tatatinplate.com/Termsandcondition.pdf>. The appointment of Independent Directors are in compliance with Regulation 25(1) and (2) of SEBl Regulation, 2015.
8.7 The Company has adopted a policy on remuneration for Directors, Key Managerial Personnel and other employees and has laid down evaluation criteria for independent Directors. The details of the above policies form part of the Directors' Report.
All new independent Directors (lDs) inducted into the Board are provided with copies of the Board and Board Committee Charter, Tata Code of Conduct, last published Annual Reports, Whistle Blower Policy and schedule of upcoming Board and Committee meetings which help them to familiarize with the Company. Periodically presentations are sent to the Independent Directors to familiarize them with the strategy, operations and functioning of the Company. The Company has adopted a policy on Independent Director's Familiarization and Continuing Education Programme. The details of the policy are available at <http://www.tatatinplate.com/lndependentDirectorFamiliarizationEducationProgramme.pdf>.
9.8 Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years - Nil.
9.9 None of the Non-executive Director has any pecuniary relationship or transactions with the Company.
9.10 All the mandatory requirements in respect of Corporate Governance under SEBI Regulation 2015 have been appropriately complied.
10. Means of Communication
10.1 In compliance with the requirements of the SEBI Regulation 2015, the Company, on quarterly basis, intimates audited financial results to the Stock Exchanges after they are taken on record by the Board. Further, coverage is given for the benefit of the Shareholders and lnvestors by publication of the financial results in the Business Standard / Financial Express and Aajkal.
10.2 The financial results of the Company are also put on the website of the Company after these are submitted to the Stock Exchanges. Official information like press releases are also available on the website. The Company's website address is www.tatatinplate.com . The shareholders are free to communicate their grievances and queries to the Company through email id: firstname.lastname@example.org . The contact details of the Company Secretary, responsible for assisting and handling investor grievance are made available on the Company's website.
11. General Investors Information
Annual General Meeting
Date & Time : 30th June,2016 at 11.00 A.M.
Venue : Williamson Magor Hall,
The Bengal Chamber of Commerce & Industry, 6, Netaji Subhas Road, Kolkata - 700001
Financial Reporting for quarter ending 30.06.2016 - July 2016
Financial Reporting for half year ending 30.09.2016 - October 2016
Financial Reporting for quarter ending 31.12.2016 – January 2017
Financial Reporting for the year ending 31.3.2017 - April 2017
Annual General Meeting for the year 2017 - July 2017
Date of Book closure :
16th June, 2016 to 30th June,2016
Dividend Payment Date :
5th July, 2016
Listing on Stock Exchanges
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001
Stock Code /Symbol- 504966
National Stock Exchange of India Ltd.
"Exchange Plaza", Bandra - Kurla Complex, Bandra (E),Mumbai-400051
Listing fees in respect of both the Stock Exchanges have been paid within the due dates for FY2016-17.
Stock Code /Symbol -TINPLATE EQ
Registrar & Share Transfer Agent
TSR Darashaw Limited was appointed as the Registrar and Share Transfer Agent of the Company with effect from 01.04.02 for the Equity Shares held in both physical and dematerialised form. Their address for communication :
TSR Darashaw Limited
6-10 Haji Moosa Patrawala lnd Estate
20, Dr. E Moses Road, Mahalaxmi Mumbai 400 011
Tel No. (022) 6656 8484 Fax No. (022) 6656 8494
TSR Darashaw Limited
Tata Centre, 1st Floor 43,J.LNehru Road Kolkata 700071
Tel No. (033) 2288 3087 Fax No. (033) 2288 3062
ISIN in respect of Equity Share is INE 422C01014.
Share Transfer System
Share transfer in physical form can be lodged with TSR Darashaw Ltd. at the above mentioned addresses or at their branch offices, addresses of which are available on their website or at the Registered Office of the Company.
The transfers in physical form are normally processed within 15 days if technically found to be in order and complete in all respects. As per directive issued by SEBI dated 27.12.2000 it is compulsory to trade in the Company's Equity Shares in dematerialized form.
Foreign Exchange Risk Management
The Company uses derivative financial instruments such as forwards, as per the Foreign Exchange Risk Management Policy approved by the Board of Directors and these forwards are used to hedge its risk associated with foreign exchange fluctuation. Such derivative financial instruments are used as risk management tools and not for speculative purpose.
TCIL WORKS :
The Tinplate Company of lndia Limited
Golmuri, Singhbhum (East), Jamshedpur 831003
Tel No. (0657) 2342208 Fax No. (0657) 2340517
Address for correspondence:
The Tinplate Company of lndia Limited
4, Bankshall Street, Kolkata 700001
Tel. No. (033) 2243-5401/5407/5410 Fax No. (033) 2230 4170