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Tuticorin Alkali Chemicals & Fertilisers Ltd.

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Tuticorin Alkali Chemicals & Fertilisers Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. Company's Philosophy on Code of Governance:

The Company believes in good Corporate Governance and has been practising it for the conduct of its business and for meeting the obligations towards its Shareholders. The Company has implemented the guidelines and the existing practices and policies, which are significantly in conformity with the requirements stipulated by SEBI under Clause 49 of the Listing Agreement.

The Report on Corporate Governance followed by the Company for the year ended 31st March, 2015 is as follows:

2. Board of Directors

•  Composition

As on 31st March, 2015, the Board of Directors of the Company comprised of 6 Directors. The Board comprises of one Executive Director and five Non-Executive Directors of which all the five Non­Executive Directors are independent. The Non-Executive Directors bring independent judgement in the Board deliberations and decisions. The Board of Directors is responsible for the management of the business of the Company and meets regularly for discharging its role and functions. All information as required under Annexure 1A to Clause 49 are being made available to the Board.

•  Board Meetings held during the year

During the year, viz. from 1st April, 2014 to 31st March, 2015, four Board Meetings were held on the following dates:

No Director of the Company is a Chairman of more than five Board-Committees or a Member of more than ten Board-Committees as stipulated under the Corporate Governance Code.

3. Audit Committee

? Composition, Names of Chairman and Members

The Audit Committee of your Company was set up in the year 1986 well before the Corporate Governance Code became mandatory. During the year, the Audit Committee consisted of three Directors all being Non-Executive and Independent Directors.

As on 31st March, 2015, the Chairman of the Committee is Thiru B.Narendran, Director and the other members of the Committee are Thiru S. Shankar, Director and Thiru S. Asokan, Director.

•  Meetings and attendance during the year

Four Meetings of the Audit Committee were held during the year. The dates are 27/05/2014, 14/08/2014, 04/11/2014 and 09/02/2015.

•  Brief description of Terms of Reference

The Terms of Reference of the Audit Committee cover the matters specified for Audit Committees under Clause 49 of the Listing Agreement as well as Section 148 of the Companies Act, 2013 and the rules made thereon. The role of the Audit Committee is as prescribed under Clause 49(II)(C) of the Listing Agreement.

4. Remuneration to Directors

? Nomination and Remuneration Committee and Remuneration Policy

The Remuneration Committee, now renamed as the Nomination and Remunaration Committee of the Board, was constituted on 15th March, 2002 to formulate and recommend to the Board, from time to time the compensation structure for Directors of the Board. The Members as on 31st March, 2015 are Tvl. B. Narendran, S. Shankar and Dr. RM. Krishnan. The Committee met twice during the year viz., 27th May 2014 and 4th November 2014.

Remuneration to Directors

Thiru G. Ramachandran, was appointed as Vice President & Whole Time Director (WTD) of the Company for a period of two years with effect from 12th December, 2011. Thiru Ramachandran has been re-designated as Managing Director with effect from 1/11/2013. He has been reappointed for a further period of two years with effect from 12/11/2013. He will draw the perquisites of Car with driving allowance and communication facilities. He has been paid remuneration amounting to Rs.3.60 lakhs for the year ended 31st March, 2015.

The Non-Executive Directors are being remunerated by way of Sitting Fees.

Four Meetings of the Audit Committee were held during the year. The dates are 27/05/2014, 14/08/2014, 04/11/2014 and 09/02/2015.

5. Stakeholders Relationship Committee:

•  Details of the Members, number of complaints received and pending transfers as on 31st March, 2015

The members of the Committee are Thiru B. Narendran, Director, Thiru G. Ramachandran, Managing Director and Thiru S. Asokan, Director.

The Board of Directors of the Company has authorised the Managing Director to approve the share transfers and transmissions once in a fortnight. This enabled the Company to expeditiously process and approve share transfers and transmissions, within 10-15 days of receipt of the investors' requests.

The Company had no pending documents for transfer as on 31st March, 2015.

6. Code of Conduct

The Board of Directors has laid down a Code of Conduct for all Board Members and Senior Management personnel of the Company who have affirmed compliance with the Code of Conduct. A declaration signed by the Managing Director and Chief Financial Officer to this effect is enclosed at the end of this Report.

7. Insider Trading

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has prescribed a Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices.

8. CEO & CFO Certification

Certificate from Thiru G.Ramachandran, Managing Director & CEO and Thiru S. Nandakumar, CFO in terms of Clause 49 of the Listing Agreement with the Bombay Stock Exchange for the year under review was placed before the Board of Directors of the Company at its meeting held on 20th May, 2015.

9. Secretarial Audit

A secretarial audit was carried out by a qualified Practising Company Secretary for reconciling the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The audit confirms that the total issued/paid up capital is in agreement with the total number of shares held in physical form and the total number of dematerialised shares held with NSDL and CDSL.

Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit was conducted by Thiru R. Kannan, Practising Company Secretary for the year ended 31st March, 2015. Secretarial Audit Report forms part of the Annual Report.

10. General Meetings

Details of location, date and time of Annual General Meetings held during the last three years :

11. Disclosures

• During the year ended 31st March, 2015, there were no materially significant related party transactions having conflict with the interests of the Company.

• There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authority on any matter related to capital markets during the last three years.

12. Means of Communication:

• The quarterly, half-yearly and yearly Financial Results of the Company are forwarded to the Bombay Stock Exchange immediately upon approval by the Board of Directors and are published in "Trinity Mirror" (English) and "Makkal Kural" (Tamil). The said results and other communication would be sent to the Registered email address of the Members.

• The Management Discussion and Analysis Report forms a part of this Annual Report.

13. General Shareholder Information

1. Annual General Meeting

Date, Time and Venue

Friday, 31/7/2015 10.00 a.m.

Rajah Annamalai Hall, Esplanade, Chennai - 600 108.

2. Financial Calendar April 2015 - March 2016

First Quarter Results - Second Week of August, 2015

Half-Yearly Results - Second Week of November, 2015

Third Quarter Results - Second Week of February, 2016

Annual Results for the year ended 31st March 2016 - Last Week of May, 2016

3. Record Date Book Closure Date

Nil

25/07/ 2015 to 31/07/2015

4. Listing of Equity Shares on Stock Exchanges

Bombay Stock Exchange Limited.

The Company has paid the Listing Fees to the Stock Exchange for the year 2014-15

5. Registrar and Transfer Agents

Cameo Corporate Services Limited

Subramanian Building, 1, Club House Road, Off. Anna Salai, Chennai - 600 002

6. Stock Code Demat

506808 - Bombay Stock Exchange Limited.

ISIN No. :

INE 400A01014

7. Share Transfer System

The power to approve transfer and transmission of shares has been delegated by the Board to the Managing Director and Shareholders' / Investors' Grievance Committee. Share Transfer requests are processed within a period of 15 days from the date of receipt. Letters are sent to the shareholders after transfer of shares in their names. The share certificates are despatched by Registered Post.

8. Dematerialisation of shares and liquidity

43.75% equivalent to 64,73,676 Equity Shares of the total Equity Capital is held in dematerialised form. The Company's equity shares are regularly traded in the Bombay Stock Exchange Limited in the compulsory demat form.

9. Details of public funding obtained in the last three years

No capital has been raised in the last three years from Public.

Outstanding GDRs/ ADRs / Warrants of any convertible instruments.

Not Issued

Depository Registry

For providing connectivity to both the depositories viz., National Securities Depository Services Limited and Central Depository Services (India) Limited

Cameo Corporate Services Limited

Subramanian Building,

1, Club House Road Off. Anna Salai, Chennai - 600 002

Telephone No.28460390 : Fax No. 28460129

Email: cameo@cameoindia.com  

10. Plant Location

Harbour Construction Road, Tuticorin - 628 005

11. Compliance Officer & Address for Communication

Thiru S. Raghavan Company Secretary

Tuticorin Alkali Chemicals and Fertilisers Limited

'SPIC House', 88, Mount Road, Guindy, Chennai - 600 032.

Telephone No. 22352513 Email: info@tacfert.com  

12. Website

www.tacfert.in