29 Apr 2017 | Livemint.com

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Ultramarine & Pigments Ltd.

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Ultramarine & Pigments Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT 2016

[Pursuant to Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 "Listing Regulations"]

Company's philosophy on Corporate Governance

The Company believes that the pursuit for good Corporate Governance is an ongoing process which facilitates the company to achieve its avowed objectives of transparency, accountability and responsibility in all our dealings with our shareholders, customers, employees and the community at large. This objective extends not merely to meet with statutory requirements but also to go beyond them by puffing into place procedures and systems which are in accordance with the best practices for corporate governance.

The Company recognizes that strong Corporate Governance is a key driver of sustainable corporate growth and long term value creation.

In this report the company confirms its compliance with the corporate governance code as required by SEBI Listing Regulations

(c) Board Meetings:

Number of Board Meetings held during the year 2015- 2016 Six meetings of the Board of Directors were held on the following dates: 27/05/2015, 24/07/2015, 07/08/2015, 31/10/2015, 13/02/2016 & 12/03/2016

The Company Secretary in consultation with Chairman drafts the agenda of the meeting. Agenda papers along with relevant details are circulated to all Directors well in advance of the date of the Board meeting.

Board Committees: Audit Committee

Composition of Audit Committee: Mr. T.R. Madhavan (Chairman)

Dr. Gopakumar G. Nair (Member)

Mr. Nimish U. Patel (Member)

Ms. Tara Parthasarathy* (Member)

Ms. Tara Parthasarathy, Joint Managing Director was inducted as a member of the Audit Committee with effect from 07.08.2015

During the year, the Committee met four times on 27/05/2015, 07/08/2015, 31/10/2015 and 13/02/2016.

All the members of the Committee, Chief Financial Officer as well as the concerned partner of the Statutory Auditor remained present at all the meetings.

The Company Secretary acts as Secretary to the Audit Committee.

The audited results for the year ended 31/03/2016 were reviewed by the Committee before being placed before the Board.

The Committee Member's also review the Statement of outstanding Debts, particularly overdue, as also Group Company Transactions.

Nomination and Remuneration Committee

Composition of the Committee:

Mr. Vinod G. Nehemiah (Chairman)

Dr. Gopakumar G. Nair (Member)

Mr. Navin M Ram (Member)

Mr. R. Sampath (Member)

During the year, the Committee met one time on 31/10/2015. All the members of the Committee were present.

Appointment and payment of remuneration to the Directors and key management personnel are referred to/ reviewed by the Committee.

Stakeholders Relationship Committee

Composition of the Committee:

Dr. Gopakumar G. Nair (Chairman)

Mr. S. Sridhar (Member)

Mr. T.R. Madhavan (Member)

Mr. Kishore Kumar Sahoo, Company Secretary is the Compliance Officer. All complaints whenever received from any investor were timely attended for redressed. Total of 6 complaints were received from the Shareholders during 2015-16, which were all attended to and resolved and there were no complaints pending at the end of the year. The process of share transfer is delegated and is done once a fortnight (depending on transfers received) which is confirmed and ratified in the next meeting.

During the year ,the Committee met one time on 27/05/2015. All the members of the Committee were present

Corporate Social Responsibility (CSR) Committee:

Composition of the Committee:

Mr. T.R. Madhavan (Chairman)

Mr. Vinod G. Nehemiah (Member)

Mr. R. Sampath (Member)

During the year, the Committee met one time on 27/05/2015. All the members of the Committee were present.

Risk Management Committee

Composition of the Committee:

Mr. R. Sampath (Chairman)

Mr. T.R. Madhavan (Member)

Mr. S. Ramanan, CFO (Member)

The Company has adopted and implemented a risk management policy.

Independent Directors meeting

During the year under review the Independent Directors met on 12th March,2016, inter alia to discuss and review:

(i) Performance of non - independent directors;

(ii) Performance of the Chairperson of the Company;

(iii) 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.

All the Independent directors except Mr. Vinod G. Nehemiah were present at the meeting. Familiarization program for Independent Directors

Pursuant to regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company should familiarize the independent directors through various programs about the Company. During the financial year, Senior Management of the Company has made presentations, provided information relating to Company's operations, function, and strategy plan of the Company to the independent directors. The details of familiarization program are available at the website of the Company: www.ultramarinepigments.net / investors / polices

Remote e - voting and ballot voting at the AGM

To allow the shareholders to vote on the resolutions proposed at the AGM, the Company has arranged for a remote e -voting facility. The Company has engaged CDSL to provide e-voing facility to all the members.

The facility for voting through ballot will also be made available at the AGM, and the members who have not already cast their vote by remote e - voting can exercise their vote at the AGM

Code of Conduct

In compliance with Regulation 26 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, The Company has laid down the Code of Conduct for all Board Members and Senior Management of the Company. The Code is also posted on the Company's website.

All Board members and Senior Management of the Company have affirmed compliance with their Code of Conduct for the financial year ended March 31, 2016. The Vice Chairperson and Managing Director has also confirmed and certified the same. The certification is annexed at the end of this Report.

Prevention of Insider trading

The Company has adopted a code of conduct on insider trading, to regulate, monitor and report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This code of conduct also includes practices and procedures for fair disclosure of unpublished price-sensitive information, initial and continual disclosure. The code of fair disclosure is available on Company's website: www.ultramarinepigments.net/investors/polices

Disclosures:

(i) Internal Audit Functions and Statutory Compliance:

Internal Audit functions of the company have been carried out by airm of Chartered Accountants. The Reports of the Internal Auditors on the operations and financial transactions and the action taken thereon by the management in the form of a report are duly submitted to the Audit Committee of the Board of Directors. The Statutory Auditors are provided with the reports of the internal auditors including the action taken report for their consideration.

The Internal Auditor also makes presentations to the Audit Committee whenever required.

For every quarter, the Company Secretary/Department Head makes report of Statutory compliances. These are placed before the Audit Committee and the Board Meeting.

(ii) Directors with materially significant related party transactions, pecuniary or business relationship with the company:

There were no materially significant transactions with the Directors or the management or their relatives that have any potential conflict with the interest of the Company.

(iii) Details of Non-compliance:

There were no cases of non-compliance by the company nor any cases of penalties, strictures imposed on the company by Stock Exchanges or SEBI or any statutory authority on any mater related to capital markets during the last three years.

(iv) Establishment of vigil mechanism and affirmation that no personnel has been denied access to the Audit Committee.

The Company has implemented a vigil mechanism policy (Whistle Blower Policy), whereby the employees can raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of financial statements and reports. The policy safeguards the whistle blower and also provides a direct access to the Chairman of Audit Committee. During this year no complaints were received under this mechanism nor has any personnel been denied access to the Audit Committee.

(v) The corporate governance report shall also disclose the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted

The Company fulfills the following discretionary requirement pursuant to regulation 27(1) of the Lasing regulations read with Part E of Schedule II.

• The Company is in the regime of un-qualified financial statements.

vi) Risk Management

The Company has well laid down procedures and adopted a risk management policy to inform Board members about the risk assessment and minimization procedures.

(vii) CEO / CFO Certification

Appropriate certification as required under Regulation 17(8) of SEBI (Lasing Obligations and Disclosure Requirements) Regulations, 2015 has been made to the Board of Directors by the CEO/CFO which has been taken note of by the Board.

(viii) Means of communication:

The company has promptly reported all material information including quarterly results and press releases to the Stock Exchanges where the company's securities are listed. The quarterly results were communicated to the shareholders by way of advertisement in a National Daily and in a vernacular language newspaper.

All material Information for investors, Financial results, Annual Report, report on corporate governance, Shareholding pattern, Company's polices are posted in the Company's website at www.ultramarinepigments.net

(ix) Disclosures by Management to the Board:

All details relating to financial and commercial transactions where Directors may have a potential interest are provided to the Board, and the interested Directors neither participate in the discussion, nor do they vote on such maters.

(x) Management Discussion and Analysis:

This annual report has a detailed chapter on management discussion and analysis. (ix) General Shareholders Information:

1) Date, time and venue of 55th AGM : Monday, the 8th August 2016 at 3.30 P.M Mysore Associaion Auditorium, Bhaudaji Road, Matunga, Mumbai - 400 019.

2) Date of Book Closure : 1st August, 2016 to 8th August 2016 (both days Inclusive)

3) Listing on Stock Exchanges : Bombay Stock Exchange Ltd.

4) Listing Fees : Paid as per the listing agreement

5) ISIN No. : INE 405 A0 1021 506685

6) BSE Stock Code : 506685

7) Registered Office : Thirumalai House, Road No.29, Sion-East, Mumbai- 400 022. Phone: +91-22-24017834/41/61/69 Fax : +91-22-24011699 E. Mail : cs@uplamb.net

8) Registrars and Share Transfer Agent : Cameo Corporate Services Limited Subramanian Building, 1, Club House Road, Anna Salai, Chennai – 600002 Ph : +91-44-28460390 Fax : +91-44-28460129 E.Mail : investor@cameoindia.com

9) Compliance Officer : Mr. Kishore Kumar Sahoo – Company Secretary Ultramarine & Pigments Ltd., Thirumalai House, Road No.29, Sion (East), Mumbai – 400 022. Phone:+91-22-24017841/ 2401 7853 Fax : +91-22-2401 1699 E.Mail : cs@uplamb.net

10) Share Transfer System : The Company’s shares are traded in the Stock Exchanges compulsorily in de-materialized mode. Shares sent for physical transfer or de-materialization requests are registered promptly within 15 days from the date of receipt of completed and validly executed documents

11) Financial Calendar : Annual Results : 27th May, 2016

Mailing of Annual Reports : 4th week of June, 2016

Results for the Quarter ending :

June 30, 2016 : By 8th August, 2016

September 30, 2016 : By 15th Nov, 2016

December 31, 2016 : By 14th Feb,2017

March 31, 2017 : By 30th May, 2017

12) Dividend Payment dates : Not Applicable

13) Dematerialization of Shares : As on 31-03-2016, 95.83% of Company’s shares representing 2,79,81,350 shares were held in the de-materialized form.

Shares with NSDL – 2,57,49,320

Shares with CDSL – 22,32,030

14) Plant location : Ambatur

No.556, Vanagaram Road, Ambatur, Chennai – 600 053, Tamilnadu. Tel: +91-44 - 6692 1195 / 96/97 Fax: +91- 44- 6692 1100

Ranipet

25-B, SIPCOT Industrial Complex, Ranipet – 632 403, Tamil Nadu. Tel: +91- 4172- 664401 / 402/403/404/405 Fax: +91- 4172- 664400 E.mail:syndet@ultramarinepigments.net

Lapiz Digital Services

RR Tower – IV , Super A - 16 &17, T V K Industrial Estate, Guindy Chennai – 600032 Tel: +91 - 44- 42901300 Fax:+91-44- 42901310 E-mail : info@lapizdigital.com

18) Statement showing unclaimed dividend as on March 31, 2016

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend/ unclaimed account required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The unclaimed amounts along with their due dates for transfer to IEPF are mentioned below

19) Corporate Ethics

The consistent Endeavour of Ultramarine & Pigments Ltd. is to enhance the reputaion of the Company. Irrespective of the goals to be achieved, the means are as important as the end. The Company has adopted "The Code of Conduct for prevention of Insider Trading", which contains policies prohibiting Insider Trading. The Company has also promulgated Code of Conduct to be followed by Directors and Senior Management Personnel. This is also available on the Company's website.

For Ultramarine & Pigments Ltd.

Indira Sundararajan

Managing Director

[DIN:00092203]  

Date : 27th May, 2016 

Place : Mumbai