25 Apr 2017 | Livemint.com

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TPI India Ltd.

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TPI India Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Your directors submit their report  on the corporate governance of the company for the financial year 2014-15

COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE  

The company firmly believes that the business is buit  on ethical values and principle of transparency good governance is an essential ingredient of any business  a way  of life transparency .good governance is an essential ingredient of any business a way of life rather than a mere legal compulsion the company philosophy  on corporate governance is to adopt internal and extant measures to increase the level of transparency accountability business risk management internal control system and their adequacy human resource development enhancing shareholders value  and to respect the law of land right of stakeholders and to uphold at all  times  fundamental values of accountability probity and transparency.

Audit committee

The terms of reference of audit committee is according to clnuse 49 of listing agreement and section 177 of companies act 2013 which inter alia includes to overseas the company financial reporting process to review  directors responsibility statement changes if any in accounting policies and reasons for the same  qualification in draft auditos report performance  &independence of statutory and internal auditors report on the company internal auditors financial statement audited by the statutory auditors and alos review the information relating to management discussion and analysis financial statement and results of the operation statement on significant related party transaction and internal control  system.

The audit committee consist of mr.lshan d.selarka,mr.akhshay bhatt and mr.sandeep poddar as member

The audit committee met on 30th may,  2014, 9th august,2014 13th November,2014 and 11th February,2015 to review the quarterly  results  to review the financial condition and results of operation overseas the general accounting practice and other management policies.

Remuneration policy and details of remuneration paid

The terms of reference of nomination and remuneration committee is according to section 178 of the companies act 2013 and clause 49 of the listing agreement 

During the year review the company has not paid  any remuneration to directors the board has on recommendation of the nomination &remuneration committee has framed a policy  for selection and appointment of directors secnior management and their remuneration the remuneration committee consist of three independent professional directors mr.ishan d.sekarka,mr.akhsay bhatt,mr.sandeep poddar under the chairmanship of mr.skhay bhatt.

Share transfer committee investor grievance committee

Shareholder grievance committee was constituted to look in to shareholder investor grievance relating to transfer transmission of shares non receipt of dividend annual report duplicate shre certificate other related matter the shareholder investor grievance committee has been constituted under the chairmanship of mr.b.c.parekh with mr.akshay bhatt and mr.sandeep poddar there is no pending complaints as on 18th may 2015.

Human  resources committee  

The term of reference of human resources committee inter alia includes to review human resource policies  and practices comprising structure performance of management practices training and development  planning .

Corporate social responsibility committee

The terms of reference of corporate social responsibility committee is in compliance of relevant provision of companies act 2013  the board of directors of the company has constituted corporate social responsibility committee having following members .

a)mr.bharat c.parekh : chairman 

b)mr.akshay bhatt:  member

c)mr.ishan d,sekarka : member

the underlying objectives are aimed at making people self  reliant through economic and social empowerment providing employable skills and social entrepreneur opportunities to youth and woman to ensure livelihood  for economic betterment and social development of themselves and their families for economic betterment and social development to themselves and their families health initiative culture and heritage  support program are the focus areas the board of directors of the company has approved a comprehensive csr policy which is available on the website of the company at www.tpiindia.in

risk management committee

the terms of reference of risk management committee is in compliance of clause 49 of the listing agreement inter alia includes to assess risk in the operation of the business of the company to itigate and minimize of risk assessed in the operation of business and periodic monitoring of risks.

Performance evaluation of chairman directors board and committees  

Pursuant to the provision of the companies act 2013 and clause 49 of the listing agreement the board has to carry out the annual performance evaluation for financial year 2014-15 of chairman directors board and its committee 

The evaluation framework for assessing the performance of chairman directors board  and committees comproses inter alia of the following parameters 

a)directors bring an independent judgment on the board discussion utilizing his knowledge and experience especially on issue related to strategy operational performance and risk management  

b. directors demonstrate awareness and concerns about the norms relating to corporate gocvernance disclosure and legal compliance  

c)directors contributes new ideas insight on the business issues raised by the management 

d)directors anticipate and facilitate deliberation on new issues that management and the noard should consider 

e)the board committee meeting are conducted in a manner which facilitate open discussion and robust  debate on all key items on the agenda

f)the board receives adequate and timely information to enable discussion decision making during board meeting  

g. the board addresses interest of all stakeholders of the company  

h)the committee is delivering on the defined objectives

i)the committee has the right composition to deliver its objectives 

meeting of independent directors 

during the year under review the independent directors met on 11th February 2015 inter alia to consider 

1.the performance of non independent directors and the board as a  whole

2.the performance of executive directors  

3.the quality quantity and timeliness of flow of information between the company management and the board of directors to effectively and reasonably perform their duties
NAME &DESIGNATION OF COMPLIANCE OFFICER 

Mr.b.c.parekh 102 atlanta nariman poin  Mumbai 400 021.

Disclosures  

The related party transaction are reported in the notes to the accounts of this annual report

Means of communication 

Quarterly results have been communicated to Bombay stock  exchange limited where the shares of t he company is listed and the same has been published in two newspaper free press journal and nav shakti in terms of the requirement of listing agreement annual reports are dispatched to all the shareholders .

Shareholder information 

1.financial year : 1st april,2014to 31st march 2015.

2.dividend payment date : NIL

3.venue: plot no j-61additional MIDC area morbid district thane  Maharashtra  

4.stock exchange : Bombay stock  exchange limited Delhi stock exchange and Ahmadabad stock exchange

5.market price data : the shares of the company are suspended for some technical reason hence the share price date data  could not be furnished 

6.dematerialization of shares ; as per the directive of the stock exchange the company shares  are dematerialized

7.regisstered office : plot no J-61 additional midc area murbad district thane Maharashtra

8.share transfer agent: big share services private limited e/2 ansa industrial estate saki vihar road saki naka andheri east munbai 400 072

9.demat arrangement ; NSDL and CDSL  

10.ISIN : INE578C01021

11.BSE stock code : 500421