(Pursuant to Clause 49 of Listing Agreement Entered in to with the Stock Exchange)
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company seeks to focus on enhancement of long-term value creation for all stakeholders without compromising on integrity, social obligations and regulatory compliances. As a responsible corporate citizen, Your Company encourages and recognizes employee participation in environment and social initiatives that contribute to organizational sustainability, training, learning, personal growth, conservation of energy and other scarce resources, promoting safety and health of its employees and of the neighboring communities. Company believes that profitability must go hand in hand with a sense of responsibility towards all stakeholders
The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors.
BOARD OF DIRECTORS
The Board of Directors of the Company is comprised of Executive, non executive, and Independent Director. The Executive Directors are responsible for the overall operations and working of the Company and Non executive Independent Director provides and evaluates the strategic directions of the Company; formulates and reviews management policies, serves and protects the overall interests of shareholders to ensure long-term value creation for stakeholders.
During the financial year ended March 31, 2015, four meetings of the Board of Directors were held as just in the line with the minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them in terms of Clause 49 of listing agreement. The dates of meetings 30.05.2014, 31.07.2014, 30.08.2014, 31.10.2014, 30.01.2015 and 24.03.2015.
RESUME OF THE DIRECTOR PROPOSED TO BE APPOINTED
The brief resume of Director seeking appointment is appended with the notice for calling Annual General Meeting.
COMMITTEES OF THE BOARD
The Board has constituted the following standing Committees to carry out the purpose and various function assigned to them by the Board of Directors or under the law for time being in force:
I. Audit Committee
II. Remuneration And Nomination Committee
III. Shareholders'/Investors' Grievance Committee
IV. Corporate Social Responsibility Committee
I. AUDIT COMMITTEE
The purpose of the audit committee is to ensure the objectivity, credibility and correctness of the Company's financial reporting and disclosure processes, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.
i) Terms of reference
1. Oversight of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
2. Recommending the appointment and removal of statutory and internal Auditors (whenever required), fixation of audit fee and also approval for payment for any other services.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing with Management the quarterly / half yearly and the annual financial statements before submission to the Board, focusing primarily on:
- Matters required to be included in the Director's Responsibility Statement to be included in ' the Board's report in terms of section 134 of the Companies Act, 2013.
- Any Change in accounting policies and practices.
- Major accounting entries based on exercise of judgment by management.
- The going concern assumption.
- Compliance with accounting standards.
- Compliance of legal requirement concerning financial statements.
- Any related party transactions.
5. Reviewing with the management, statutory and internal Auditors, the adequacy and compliance of internal control system.
6. Reviewing with the management, the quarterly financial statements before submission to the board for approval.
7. Reviewing the adequacy of internal audit function, reporting structure coverage and frequency of internal audit.
8. Discussion on internal Auditors significant findings and follow up there on.
9. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
10. Discussion with Statutory Auditors about the scope of audit as well as have post audit discussion to ascertain any area of concern.
11. Reviewing the Company's financial and risk management policies.
12. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
Further the Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee
The Audit Committee is currently comprised of three members, including Mrs Jyoti Agrawal and Mr. Peeyush Kumar Kesharwani, who is heading the committee and Mr. Anil Kumar Dhawan induced from last year as well.
iii) Meeting and attendance:
During the year under review meetings of the Audit committee were held on 30.05.2014, 31.07.2014, 30.08.2014, 31.10.2014 and 30.01.2015.
II. REMUNERATION AND NOMINATION COMMITTEE
Role of Remuneration and Nomination Committee
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees in the senior management;
2. To identify the persons who are qualified to become the director and who may be appointed in the senior management.
3. To lay down the criteria and policy for selection relating to the appointment of Directors, Officers in the senior Management and their remuneration.
4. Formulation of criteria for evaluation of Independent Directors and the Board;
5. Devising a policy on Board diversity.
ATTENDANCE RECORD & DETAILS OF THE COMMITTEE MEETING
During the year under review meetings of the Remuneration & Nomination committee were held on 31.05.2015, 30.08.2015 and 24.03.2015 Attendance record of Directors present thereat is as under:
III. STAKEHOLDERS RELATIONSHIP / SHAREHOLDERS GRIEVANCES COMMITTEE
The purpose of constituting investor grievance committee is to expedite the process of redressal of investors' grievances and it is responsible for specifically look in to the matters related to the shareholders grievances and their complaints related to non receipt of share certificates, letter of allotment, nonpayment of dividend etc.
Terms of reference
1. To consider and review the queries/complaints received from Share/ Debenture Holders.
2. To take steps to redress queries/ complaints and ensure speedy satisfaction to shareholders/ investors.
3. To work under the control & supervision of the Board of Directors
The Stakeholder Relationship Committee comprises of three members, including Mr. A.K Dhawan, Mr. J.K. Agrawal and Mr. Peeyush Kumar Kesharwani who is heading the committee
Meeting and attendance
During the year under review meetings of the Stakeholder Relationship Committee were held on 14.04.2014, 22.09.2014, 04.11.2014, 05.11.2014, 28.11.2014 and 30.01.2015. Attendance record of Directors present thereat is as under:
Role and Powers of Stakeholder Relationship Committee/Shareholders' Grievance Committee
The Investors' Grievance Committee shall have the following role, functions and responsibilities:
(i) To look into and supervise the redressal of shareholders'/Investors' Complaints.
(ii) To oversee the performance of the Registrars and Share Transfer Agents and recommend measures for overall improvement of the quality of investor services.
(iii) To consider and approve the transfer of shares, transmission of shares, dematerialization of shares, transposition of shares, issuance of duplicate share, deletion of names, splitting and consolidation of shares, etc
IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In terms of Companies Act, 2013 Every Company having turnover of Rs. 1000 Crore or Networth of Rs. 500 or Net Profit of Rs. 5 Crore or more shall constitute a committee to be named as Corporate Social Responsibility Committee. Accordingly the Board of Directors in its meeting held on 30.01.2015 was constituted a Committee designated as Corporate Social Responsibility Committee (CSR Committee).
ROLE OF CSR COMMITTEE
The role of the CSR and Sustainability Committee is, inter alia, to formulates, review, monitor and direct the CSR policies and practices of Company and recommend to the Board of Directors its CSR policies to be followed. The Committee seeks to guide the Company in integrating its social and environmental objectives with its business strategies and assists in crafting unique models to support creation of sustainable livelihoods.
During the year ended March 31, 2015, Your Company did not sought approval from its shareholders for passing Ordinary/Special resolution through the process of Postal ballot in accordance with provisions of section 110 of the companies Act 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014.
MEANS OF COMMUNICATION
The Company communicates with the shareholders through its Annual report and publication of financial results. The Board of Directors of the Company approves and takes on record the Un-audited financial results within 45 days of the close of the quarter and the results are announced to the Stock Exchange Limited. Further the highlights of the quarterly results published in the newspapers named Financial Express and Amrit Prabhat.
GENERAL SHAREHOLDER INFORMATION
a) Annual General Meeting Date and Time Venue
19th December 2015 at 11.00 A.M.
Hotel Allahabad Regency, 16 Tashkent Marg, Allahabad-211001
b) Financial Year of the Company
The financial Year of the Company from April 1st to March 31st
Tentative Schedule for financial Year 2015-16
1st Quarter ending June 30, 2015 : Will Declare on End of July 2015
2nd Quarter ending September 30, 2015 : End of October 2015
3rd Quarter ending December 31, 2015 : End of January 2016
Annual Result for the year ended March 31, 2015 : End of May 2016
c) Date of Book Closure/Record Date :
14.12.2015 to 19.12.2015(Both Days inclusive) for the purpose of Annual General Meeting
d) Registered Office
1, Kanpur Road, Allahabad-211001
e) Dividend Payment Date
f) Listing of Equity Shares on Stock Exchanges
g) Stock Code
BSE Limited 502281
h) Registrar & Share Transfer Agents
CB Management Services Pvt. Ltd. P-22, Bondel Road, Kolkata
Tel: (033) 4011 6700/2280 6692 E-mail: email@example.com
Liquidity is offered to the Members of the Company as the Equity shares of the Company are listed and actively traded on BSE Limited.
j) Dematerialization of Shares
The Company's scrip forms part of the Compulsory Demat segment for all investors effective 8th March,2001. In order to facilitate the investors to have an easy access to the demat system, the Company has joined with both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.(CDSL).
As on 31st March, 2015 93.35% of the Company's paid-up share capital representing 11779905 equity shares are held in Dematerilized form and the balance 6.65% representing 839529 equity shares are in physical form.
k) Outstanding GDRs/ADRs/Warrants or any other convertible instruments
Your Company does not have any GDRs/ADRs/Warrants or any other Convertible Instruments.
l) Address for Correspondence
The Correspondence may be addressed to Ms. Sushma the Company Secretary & Compliance officer of the Company, at the Registered Office of the Company at 1, Kanpur Road, Allahabad-211001 Uttar Pradesh or CB Management Services Pvt. Ltd. P-22, Bondel Road, Kolkata-
700019, West Bengal, Tel: (033) 4011 6700/2280 6692, E-mail: firstname.lastname@example.org
m) Investor Correspondence
i) For transfer of shares, payment of dividend on shares and any other queries relating to the shares is handled by the Company's Registrar & Share Transfer Agent at the following address: M/s CB Management Services Pvt. Ltd.
P-22, Bondel Road, Kolkata-700019, West Bengal,
Tel: (033) 4011 6700/2280 6692, E-mail:email@example.com
ii) Ms. Sushma has been designated as the Compliance Officer of the Company as required under the Listing Agreement with Stock Exchange.
By order of The Board of Directors of Triveni Glass LImited
Sd/- J.K. Agrawal Managing Director DIN: 00452816
Sd/- A.K. Dhawan Director (Finance)DIN: 00694401
Regd. Off: 1, Kanpur Road Allahabad - 211001 (U.P.)