CORPORATE GOVERNANCE REPORT
This Report on Corporate Governance forms part of the Annual Report. It assumes a great deal of importance in the business life of the Company. The Company's goal is to find creative and productive ways of delighting its stakeholders i.e. investors, customers & associates, while fulfilling the role of a responsible corporate representative committed to best practices. This section besides being in compliance of the provisions of Listing Agreement, gives an insight into the process of functioning of the Company. The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. Further the Company has also implemented several best Corporate Governance practices as prevalent globally.
1. GROUP PHILOSOPHY:
? Faith in bright future of Indian textiles and hence continued expansion in areas "which we know best".
? Total customer focus in all operational areas.
? Products to be of best available quality for premium market segments through Total Quality Management (TQM) and zero defect implementation.
? Global orientation.
? Integrated diversification/product range expansion.
? World class manufacturing facilities with most modern R & D and process technology.
? Faith in individual potential and respect for human values.
? Encouraging innovation for constant improvement to achieve excellence in all functional areas.
? Accepting change as a way of life.
? Appreciating our role as a responsible corporate citizen.
2. BOARD OF DIRECTORS:
The Board of Directors comprises of a Non-Executive Chairman, an Executive Director and Eight Non-Executive Directors. Out of the total strength of Ten (10) Directors, five Directors are independent.
b) Board Meetings:
During the Financial Year 2014-2015, the Board met Four (4) times on 17.05.2014, 09.08.2014, 11.11.2014 and 12.02.2015.
The composition of Board of Directors and Directors attendance at the Board Meetings and at last Annual General Meeting of the Company, as also the number of Directorship/Chairmanships held by them in other Public Limited Companies, during the Financial Year 2014-15 are given as follows:-
3. AUDIT COMMITTEE:
The Audit Committee of the Board of Directors was constituted in conformity with the requirements of the Listing Agreement as well as Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee are as set out in the Listing Agreement entered into with Stock Exchanges and Section 177 of the Companies Act, 2013. The Audit Committee comprises of three directors viz. Mrs. Apinder Sodhi, Mr. Sat Pal Kanwar and Mr. Om Prakash Sharma. Mrs. Apinder Sodhi is the Chairperson of the Committee. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. Statutory Auditors, Internal Auditors and Chief Financial Officer are permanent invitees to the Committee. The Company Secretary of the Company is the Secretary to this Committee
4. NOMINATION AND REMUNERATION COMMITTEE :
i. Committee - constitution, policy & meeting details:
The constitution and terms of reference of Nomination & Remuneration committee of the Board of Directors was in conformity with the requirements of the New Listing Agreement as well as Section 178 of the Companies Act, 2013. The said committee is consisting of three Directors viz., Mrs. Apinder Sodhi, Mr. Sachit Jain and Mr. S.P. Kanwar. Mrs. Apinder Sodhi is the chairperson of said Committee. During the Financial Year 2013-14, the Committee met two times and all the members attended the said committee.
The Company's approved Nomination & Remuneration Policy is already attached with Board Report (pls refer Annexure 4 of Directors' Report).
ii. Remuneration details:
a) Executive Director:
The Company paid nil remuneration to the Executive Director during the Financial Year 2014-15.
b) Non-Executive Directors:
Non-Executive Directors have not been paid any remuneration except sitting fees for attending Board and Committee Meetings.
(iv) Relationship inter se:
Except Mr. S.P. Oswal, Mrs. Shakun Oswal, Mr. Sachit Jain and Mrs. Suchita Jain, none of the Directors of the Company is related to any other Director of the Company.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:
To look into the redressal of investors' complaints on various issues, the Company constituted a Shareholders'/Investors' Grievance Committee. Pursuant to provisions of Section 178 (5) of the Companies Act, 2013, the Board of Directors in their meeting held on 9th August 2014, recognised and renamed the said committee as "Stakeholders Relationship Committee".
The Stakeholders Relationship Committee presently comprises of Mr. Sachit Jain, Mr. S.P. Kanwar and Mrs. Apinder Sodhi. The Chairman and Compliance Officer of the said Committee is Mr. Sachit Jain.
During the financial year 2014-15, one meeting of the Stakeholders Relationship Committee was held on 28th March, 2015.
During the financial year 2014-15, the Company had received 40 complaints. The complaints are related to transfer, dematerialisation, dividend etc., and all the complaints have been duly resolved by the Company. Further, there is no pendency in respect of shares received for transfer during the financial year 2014-15.
a. There was no materially significant related party transaction that may have any potential conflict with interest of the Company at large.
b. There has not been any non-compliance by the Company in respect of which penalties or strictures were imposed by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other Statutory Authority during the last three years.
c. The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The policy on "Vigil mechanism and Whistle Blower" may be accessed on the Company's website at <http://www.vardhman.com/user_files/5a743d3b9b143130ad8cc8> ffbb5845a504d81a531436265717.pdf. During the year no claim was
lodged and accessed by the Audit Committee.
d. Further, the Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement. The Company may also take-up the non-mandatory requirements of Clause 49 in due course of time.
8. MEANS OF COMMUNICATION:
The Company communicates with the shareholders at large through its Annual Reports, publication of financial results, press releases in leading newspapers and by filing of various reports and returns with the Statutory Bodies like Stock Exchanges and the Registrar of Companies. The quarterly results are published in prominent daily newspapers viz. the 'Financial Express' and 'Desh Sewak'. The Results of the Company are also made available at the web-site of the Company www.vardhman.com
9. GENERAL SHAREHOLDERS INFORMATION: i) 51st Annual General Meeting:
Date : Friday 4th September, 2015
Time : 05.00 P.M
Venue : Registered Office: Vardhman Premises, Chandigarh Road, Ludhiana- 141 010
ii) Financial Calendar 2015-16 (Tentative):
First Quarter Results :August, 2015
Second Quarter Results: October, 2015
Third Quarter Results : January, 2016
Annual Results : May, 2016
iii) Dates of Book Closure : 7th August, 2015 to 4th September, 2015 (Both days inclusive)
iv) Dividend payment date : within 30 days after declaration.
Listing: The equity shares of the Company are listed on the following Stock Exchanges:
v) 1. The Bombay Stock Exchange Limited (BSE), Floor 25, P.J. Towers, Dalal Street, Mumbai-400 001.
2. The National Stock Exchange of India Limited (NSE), "Exchange Plaza", Bandra-Kurla Complex, Bandra (East), Mumbai-400 051.
The Company has duly paid the listing fee to both the aforesaid Stock Exchanges for the financial year 2014-15.
vi) Stock Code
1. The National Stock Exchange of India Ltd. (NSE) : VHL
2. The Bombay Stock Exchange Limited (BSE) : 500439
viii) Information regarding dividend payment:
Dividends remaining unpaid/unclaimed upto the financial year 2006-2007, had been transferred to the Investors' Education and Protection Fund (IEPF). Further, pursuant to the provisions of Section 124(5) read with Section 125 of the Companies Act, 2013, dividend declared in the financial year 2007-2008 and onwards, which remains unpaid/unclaimed for a period of 7 years, is required to be transferred to the IEPF. The last date of transferring the Un-claimed/unpaid dividend for the year 2007-08 is 29th September, 2015. Accordingly, Members who have not claimed/received their dividend for the financial year 2007-2008 and onwards are requested to make their claim to the Company immediately.
The Company provides the facility of paying dividend through Electronic Clearing Service (ECS). Shareholders who wish to avail this facility should give necessary directions to Depository Participants (in case shares are held in dematerialised form) or to the Registrar and Transfer Agent of the Company (in case the shares are held in physical form).
ix) Registrar & Transfer Agent:
The work related to Share Transfer Registry in terms of both physical and electronic mode is being dealt with by M/s. Alankit Assignments Limited as per address given below :-
M/s. Alankit Assignments Limited (Unit: Vardhman Holdings Limited)Alankit Heights, 1E/13, Jhandewalan Extension, New Delhi-110 055. Phone: 011-42541234 & 23541234, Fax: 011-41543474, E-mail: firstname.lastname@example.org
x) Share Transfer System:
The Company has constituted a Share Transfer Committee of its Directors. The Committee meets on an average once in every 10 days. The list of valid transfers prepared by the Transfer Agent in respect of transfer cases received by them and objections, if any, are placed before the Committee for its approval/confirmation. The Share Certificates are returned back to the shareholders by Transfer Agent normally within 15 days from the date of receipt by them.
The shares of the Company are traded on the Stock Exchanges compulsorily in dematerialised form. The Company has participated as an issuer both with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The shareholders may operate through any of the depositories, based on tariffs, quality and range of services being offered by them. The International Securities Identification Number (ISIN) is INE 701A01023
xii) Dematerialisation of shares:
As on 31st March 2015, 97.01 percent of the capital comprising 3,096,080 equity shares out of the total of 3,191,536 equity shares were dematerialized.
xiii) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion dates and likely impact on Equity:
The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments during the year.
xiv) Address for correspondence:
Registered Office : Chandigarh Road, Ludhiana-141 010. Telephone : 0161-2228943-48 Fax : 0161-2601048, 2220766 E-mail : email@example.com Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants (DPs).