23 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:41 PM
TTK Healthcare Ltd.

BSE

  • 792.75 14.25 (1.83%)
  • Vol: 165
  • BSE Code: 507747
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NSE

  • 788.30 0.00 (0%)
  • Vol: 594
  • NSE Code: TTKHLTCARE
  • PREV. CLOSE
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  • OPEN PRICE
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TTK Healthcare Ltd. Accounting Policy

Report on Corporate Governance

[Pursuant to Schedule V (C) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations, 2015}]

COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:

In line with the tradition of the TTK Group, the Board of Directors of TTK Healthcare Limited view their role as trustees of the various stakeholders and the society at large and it is their endeavour to observe the best corporate governance practices which inter alia include transparency, accountability and fairness in all dealings and pursuing a policy of appropriate disclosures and communication.

It is the philosophy of the Board that the Company continues to follow fair business and organizational practices to fulfill the mission of Quality Products at affordable prices and in the process deliver long term sustainable shareholder value. It is also the Philosophy of the Board that practice of Corporate Governance should travel beyond statutory requirements and further encompass social responsibilities.

The Board of Directors believe that excellence in Corporate Governance Practices can be achieved only if the spirit of Corporate Governance is followed right from the top management to the last level employee of the Company.

BOARD OF DIRECTORS:

Composition and Category of Directors:

The composition of the Board conforms to Section 149(4) of the Companies Act, 2013 and the Rules made thereunder and Regulation 17(1) of the SEBI (LODR) Regulations, 2015.

Board Meetings held during the year 2015-16 and its dates:

During the year under review, the meetings of the Board of Directors were held five (5) times, on the following dates and conform to the Regulation 17(2) of the SEBI (LODR) Regulations, 2015:

27th April, 2015 2nd November, 2015 21st May, 2015 3rd February, 2016 7th August, 2015

The Company placed before the Board the Annual Plans and Budget, Capital Budget, Performance of the various Divisions, Unaudited Quarterly Financial Results, Audited Annual Financial Results and various other information / details, as specified under Schedule II Part A of the SEBI (LODR) Regulations, 2015, from time to time.

Disclosure of relationships between Directors inter se:

None of the Directors is related to any other Directors / Key Managerial Personnel of the Company except Mr T T Jagannathan and Mr T T Faghunathan who are brothers.

Separate Meeting of Independent Directors:

As stipulated under Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (LODR) Regulations, 2015, the Independent Directors met once during the year. Amongst other matters, they reviewed the performance of Non-Independent Directors and the Board as a whole; reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors; and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarization Programmes imparted to Independent Directors:

Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, 2015, familiarization programmes to Independent Directors of the Company, on the nature of the industry and the business model of the Company, roles, rights and responsibilities of the Independent Directors and other relevant information were conducted periodically.

A briefing was done to the Board of Directors at its meeting held on 2nd November, 2015, in connection with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, highlighting the important principles governing the obligations and disclosure requirements and also the responsibilities / functions of the Board of Directors.

Your Company has the following process for induction and training of Board Members:

• Discussing with Independent Directors and ascertaining their further training/ updating needs and arranging programmes outside the Company and arranging presentation by experts in the field.

• A detailed induction programme is in place to familiarize the new directors of the entire operations of the Company. The programme includes presentations by various business / functional heads.

• Visit to the manufacturing units of the Company is also arranged based on their request.

Details regarding familiarization programme are provided in Company's website www.ttkhealthcare.com .

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The terms and conditions of the appointment of Independent Director is available on our website - www.ttkhealthcare.com .

AUDIT COMMITTEE:

Terms of Reference:

As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18(3) of & Schedule II - Part C to the SEBI (LODR) Regulations, 2015, the brief terms of reference of the Audit Committee of the Company, inter alia include-

• The recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

• Review and monitor the auditor's independence and performance and effectiveness of audit process.

• Review with the management the quarterly financial statements and

the annual financial statements and the auditors' report thereon, before submission to the Board for approval.

• Approval or any subsequent modification of transactions of the Company with related parties.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Evaluation of internal financial controls and risk management systems

• Monitoring the end use of funds raised through public offers and related matters.

Composition, Name of the Members and Chairperson:

The Audit Committee of the Company was reconstituted on 3rd February, 2016, consequent to the resignation of a member.

NOMINATION AND REMUNERATION COMMITTEE:

Terms of reference:

The brief terms of reference are as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19(4) of & Schedule II - Part D to the SEBI (LODR) Regulations, 2015, inter alia include-

• 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;

• Formulation of criteria for evaluation of Independent Directors and the Board; Devising a policy on Board diversity;

• 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 their appointment and removal.

• 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.

Composition, Name of Members and Chairperson:

The Nomination & R emuneration Committee was reconstituted on 2nd November, 2015, consequent to the resignation of a member.

Meeting and Attendance:

During the year under review, the Committee met twice, as detailed below, to consider and recommend to the Board the appointment of Mr S Kalyanaraman as a Director and Mr N Ramesh Rajan as an Independent Director, as per the provisions of the Companies Act, 2013 and the Rules made thereunder

Performance Evaluation criteria for Independent Directors:

During the year under review, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance at Board Meetings and General Meetings; participation in Board proceedings; independence and candidness shown at meetings; clarity and objectiveness in expressing views at meetings; awareness of governance code, compliance requirements, risk framework, etc.; interactions with other Directors / Senior Management during and outside meetings; keenness to continuously familiarize with the industry and the Company; etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the outcome of the evaluation, which reflected the overall engagement of the Board and its Committees with the Company.

REMUNERATION OF DIRECTORS:

Your Company adopted a P olicy relating to selection, remuneration and evaluation of Directors and Senior Management. The said Policy was made available on the website of the Company www.ttkhealthcare.com .

There are no pecuniary relationships or transactions of the Non-Executive Directors vis-a-vis the Company during the year.

Criteria of making payments to Non-Executive Directors:

The Non-Executive Directors are paid Sitting Fees of Rs.20,000/- per meeting, effective 3rd February, 2016 (previously Rs.5,000/- per meeting) attended by them for the Board Meetings and the Committee Meetings. No other payment is made to the Non-Executive Directors. This information has been posted in the website of the Company www.ttkhealthcare.com .

Your Company currently does not have Stock Options Scheme.

The managerial remuneration paid to the Wholetime Director of the Company is in line with the provisions of Section 197 and other applicable provisions, if any, of and Schedule V to the Companies Act, 2013 and the Rules made thereunder

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition, Name of Members and Chairperson:

The composition of the Stakeholders Relationship Committee is in line with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015,

MEANS OF COMMUNICATION:

The Unaudited Financial Results for every Quarter and the Annual Audited Financial Results of the Company, in the prescribed proforma, are taken on record by the Board and are submitted to the Stock Exchanges.

• The same are published, within 48 hours, in "Business Standard" and "Makkal Kural".

• The Quarterly / Annual Results are also posted on the Company's website www.ttkhealthcare.com  and also on the website of the BSE Limited and National Stock Exchange of India Limited.

• All the Official news releases are disseminated on the website of the Company.

The presentations made to institutional investors or to the analysts are posted on the website of the Company.

GENERAL SHAREHOLDERS INFORMATION:

(a) Date, Time and Venue of the Annual General Meeting:

Date : 5th August, 2016

Day : Friday

Time : 10.15 a.m.

Venue : Narada Gana Sabha (Mini Hall), No.314, TTK Road, Chennai 600 018.

b) Particulars of Financial Calendar:

Financial Year : April - March

Unaudited First Quarter Results : By 14th August

Unaudited Second Quarter Results : By 14th November

Unaudited Third Quarter Results : By 14th February

Audited Annual Results : By 30th May

c)Dividend Payment Date:

The Dividend for the financial year 2015-16, if declared by the Shareholders in this meeting, would be paid on or before 25th August, 2016.

d) Name and Address of Stock Exchanges where the Company's shares are

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers

25th Floor, Dalal Street, Mumbai 400 001

National Stock Exchange of India Limited (NSE)

(Listed w.e.f. 2nd December, 2015)

Exchange Plaza Bandra Kurla Complex Bandra East, Mumbai 400 051

The listing fees have been paid for the financial year 2016-17

e) Stock Code:

BSE 507747

NSE TTKHLTCARE

ISIN INE910C01018

(f) Suspension of Securities from trading by Directors

Not applicable

(g) Registrars & Share Transfer Agents:

M/s Data Software Research Co. Pvt. Ltd.

No.19, Pycrofts Garden Road Off. Haddows Road, Nungambakkam Chennai 600 006

Tel : (91) (44) 28213738 / (91) (44) 28214487 Fax: (91) (44) 28214636 E-mail: ttk.healthcare@dsrc.cid.in  

(h) Share Transfer System:

In compliance of SEBI requirement, Share Transfers are entertained, both under Demat Form and Physical Form. Share Transfers in respect of physical shares are normally effected within a maximum of 15 days from the date of receipt, if all the required documentation is complete in all respects.

Also the Company has made arrangements for simultaneous dematerialization of Share Certificate(s) lodged for transfer, subject to the regulations specified by SEBI in this regard As at 31st March, 2016, no Equity Shares were pending for transfer.

(i) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments:

The Company has not issued any GDRs / ADRs / Warrants or Convertible Instruments.

(j) Commodity price risk or foreign exchange risk and hedging activities:

Not Applicable

(k) Plant Locations:

Pharma Division: No.5, Old Trunk Road Pallavaram Chennai 600 043 Tamil Nadu

Heart Valve Division: Site No.A28, KINFRA International Apparel Parks Ltd. St. Xavier's College P.O., Thumba Trivandrum 695 586, Kerala

Ortho Division:

(a) No.290, SIDCO Industrial Estate Ambattur Chennai 600 098 Tamil Nadu

(b) No.3, Thiruneermalai Main Road Chromepet Chennai 600 044 Tamil Nadu

Foods Division:

(a) No.2-B, Hosakote Industrial Area 8th km, Hosakote Chinthamani Road Hosakote Taluk, Bangalore 562 114 Karnataka

(b) Plot No.DTA-005-005 Mahindra World City Tehsil Sanganer, Jaipur 302 037 Rajasthan

(o) Address for Correspondence:

Registered Office:

No.6, Cathedral Road, Chennai 600 086 Tel: 044-28116106 Fax: 044-28116387 E-mail: info@ttkhealthcare.com  

Administrative Office & Investor Correspondence Address:

Secretarial Department No.6, Cathedral Road, Chennai 600 086 Tel: 044-28116106 Fax: 044-28116387 E-mail: investorcare@ttkhealthcare.com

OTHER DISCLOSURES:

Related Party Disclosure:

During the year under review, no transaction of material nature has been entered into by the Company with its promoters, the directors or the key managerial personnel or their relatives, etc., that may have a potential conflict with the interests of the Company.

All related party transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are repetitive in nature. A Statement giving details of the transactions entered into with the related parties, pursuant to the omnibus approval so granted, is placed before the Audit Committee and the Board of Directors for their approval / ratification on a quarterly basis.

The Register of Contracts containing transactions, in which directors are interested, is placed before the Audit Committee / Board regularly. The Board of Directors of the Company, on the recommendation of the Audit Committee, adopted a policy on Related Party Transactions, to regulate the transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

The Policy on Related Party Transactions, as approved by the Board of Directors, is uploaded on the Company's website www.ttkhealthcare.com <http://www.ttkhealthcare.com>. Since the Company does not have any subsidiary, policy for determining 'material' subsidiaries is not applicable.

The details of the Related Party Transactions in Form AOC-2 are annexed as Annexure 3 to the Directors' Report (Please refer Page No.27 of this Annual Report).

The particulars of transactions between the Company and its related parties as per Accounting Standard 18 (AS-18) are set out in Page No.69 of this Annual Report

Non-Compliances by the Company:

There has been no instance of non-compliance by the Company on any matter related to Capital Markets during the last three financial years and hence no penalties or strictures were imposed by SEBI, the Stock Exchanges or any statutory authorities.

Establishment of Vigil Mechanism / Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee:

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the Rules made thereunder and also Regulation 22 of the SEBI (LODR) Regulations, 2015, your Company established a vigil mechanism termed as Whistle Blower Policy, for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy, which also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provide for direct access to the Corporate Governance Officer / Chairman of the Audit Committee / Executive Vice Chairman in exceptional cases.

The Whistle Blower mechanism is devised in such a manner that would enable the stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices.

The Whistle Blower Policy is available on the website of the Company www.ttkhealthcare.com .

Compliance with Mandatory Requirements and adoption of non-mandatory requirements:

The Company has complied with all the mandatory requirements of Corporate Governance norms as enumerated under Schedule II to the SEBI (LODR) Regulations, 2015 and the disclosure relating to adoption of Non-mandatory / Discretionary requirements are provided in this Report.

NON-COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT:

The Company has complied with all the mandatory requirements of Corporate Governance Report.

DISCLOSURE RELATING TO ADOPTION OF DISCRETIONARY REQUIREMENTS:

(a) The Board:

No reimbursement of expenses is made to the Non-Executive Chairman in connection with the maintenance of his office

(b) Shareholders Right:

The Company does not mail the Unaudited Half-yearly Financial Results individually to its shareholders. However, these are publishedin "Business Standard" & "Makkal Kural" and are also posted on the website of the Company www.ttkhealthcare.com  

(c) Modified Opinion(s) in Audit Report:

The Audit Report for the year 2015-16 is an unmodified one and does not contain any qualifications

(d) Separate posts of Chairperson and Chief Executive Officer (CEO): The posts of Chairman and Chief Executive Officer (CEO) are held separately.

(e) Reporting of Internal Auditor:

The Internal Auditors report to the Audit Committee.