CORPORATE GOVERNANCE REPORT
This report on Corporate Governance forms part of the Annual Report. Corporate governance refers to a combination of laws, regulations, procedures, implicit rules and good corporate practices that ensure that a Company meets its obligations to optimise shareholders’ value and fulfill its responsibilities to the community, customers, employees, Government and other segments of society. Your Company is committed on adopting the best practices of Corporate Governance as manifested in the Company’s functioning to achieve the business excellence by enhancing long-term shareholders’ value. Efficient conduct of the business of the Company through commitment to transparency and business ethics in discharging its corporate responsibilities is hallmarks of the best practices followed by the Company. This report on Corporate Governance, besides being in compliance of the mandatory Listing Agreement, gives an insight into the functioning of the Company.
1. VARDHMAN GROUP’S 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 TQM and zero defect implementation. Global orientation targeting – at least 20% production for exports.
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 improvements to achieve excellence in all functional areas. Accepting change as a way of life. Appreciating our role as a responsible corporate citizen
During the financial year 2014-2015, the Board met 4 times on the following dates:
23rd May, 2014 7th August, 2014 7th November, 2014 5th February, 2015
iii. Meeting of Independent Directors:
The meeting of Independent Directors of the Company was held on 30th March, 2015 to evaluate the performance of Non- Independent Directors of the Company, Chairman of the Company and the Board as a whole for the financial year 2014-15.
4. DIRECTORS’ REMUNERATION:
i) Chairman and Managing Director / Executive Directors:
The Company pays remuneration to Chairman and Managing Director, Joint Managing Directors and to the Executive Directors as approved by the Board of Directors and the Members of the Company in the General Meeting.
There was no material/significant transaction with the Directors or the management and their relatives etc. that have any potential conflict with interest of the Company at large. Also 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.
Further, the Company has complied with all 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 Financial Results are published in prominent daily newspapers viz., “Business Standard” and “Desh Sewak”. The Financial Results of the Company are also made available at the Company’s website www. vardhman.com.
GENERAL INFORMATION FOR SHAREHOLDERS
i) 42nd Annual General Meeting:
Date: Friday, 4th September, 2015
Time: 10.00 a.m.
Venue: Regd. Office, Chandigarh Road, Ludhiana-141 010.
Financial Calendar 2015-2016 (Tentative)
First Quarter Results : August, 2015
Second Quarter Results : November, 2015
Third Quarter Results : February, 2016
Annual Results : May, 2016
iii) Dates of Book Closure : 07.08.2015 to 04.09.2015 (both days inclusive)
iv) Dividend payment date : Within 30 days after declaration.
v) Listing : The securities of the Company are listed on the following Stock Exchanges:
1. The Bombay Stock Exchange Limited, Mumbai (BSE), 1st Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai-400 001.
2. The National Stock Exchange of India Limited (NSE),“Exchange Plaza, Bandra-Kurla Complex, Bandra(East), Mumbai.”
- The Company has duly paid the listing fee to both the aforesaid Stock Exchanges for the financial year 2014-15.
vi) Stock Code:
The Bombay Stock Exchange Limited, Mumbai : 502986
The National Stock Exchange of India Limited : VTL
viii) Information regarding Dividend Payment:
a) Dividends remaining unpaid/unclaimed up to the financial year 2006-2007 has been transferred to the Investors’ Education and
Protection Fund (IEPF). The dividend declared from the financial year 2007-2008, which remained unpaid/unclaimed for a period of 7 years, will be transferred to the IEPF. It may be noted that any person claiming to be entitled to the amount of dividend may apply to the concerned authority constituted by Central Government in this regard. Members who have not claimed their dividend for the financial year 2008-09 and onwards are requested to make their claim to the Company immediately.
b) The Company provides the facility of paying dividend through Electronic Clearing Service (ECS). Members who wish to avail this facility should give necessary directions to Depository Participants (in case shares are held in Demat form) or to the Registrar &
Transfer Agent of the Company (in case 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 at the address given below: M/s. Alankit Assignments Limited, (Unit: Vardhman Textile Limited) 1E/13, Alankit Heights, Jhandewalan Extension, New Delhi - 110 055. Phone: (011) 41540060-63, Fax: (011) 41540064, 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 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 within 15 days from the date of receipt by them.
The shares of the Company are traded on the Stock Exchanges compulsorily in demat 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) of the Company is INE 825 A01012.
xii) Dematerialisation of shares:
As on 31st March, 2015, 98.04% of the capital comprising 62,407,341 shares, out of total of 63,651,879 shares were dematerialised
xiii) Plant Location:
Arihant Spinning Mill Industrial Area, Malerkotla-148 023
Anant Spinning Mills, New Industrial Area, Mandideep-462 046
Arisht Spinning Mills , Vill. Baddi, Teh. Nalagarh, Distt. Solan (H.P.)- 173 205.
Auro Spinning Mills, Vill. Baddi, Teh. Nalagarh, Distt. Solan (H.P.)- 173 205.
Auro Dyeing, Vill. Baddi, Teh. Nalagarh, Distt. Solan (H.P.)- 173 205.
Auro Weaving Mills, Vill. Baddi, Teh. Nalagarh, Distt. Solan (H.P.) - 173 205.
Auro Textiles, Vill. Baddi, Teh. Nalagarh, Distt. Solan (H.P.)- 173 205
Auro Textiles (Unit-II) Vill. Baddi, Teh. Nalagarh, Distt. Solan (H.P.)- 173 205
Mahavir Spinning Mills (Gassed Mercerised Yarn Unit) Phagwara Road, Hoshiarpur-146 001 Mahavir Spinning Mills (Textile Division) Vill. Baddi, Teh. Nalagarh, Distt. Solan (H.P.)- 173 205
Vardhman Spinning Mills, Vill. Baddi, Teh. Nalagarh,
Distt. Solan (H.P.)- 173 205 Vardhman Spinning and General Mills (Unit-I&II), Chandigarh Road, Ludhiana-141 010. Vardhman Fabrics Budhni, Distt. Sehore (M.P.) Vardhman Yarns
Satlapur, Distt. Raisen (M.P.) Vardhman Fabrics (Power Division) Budhni, Distt. Sehore (M.P.)
Vardhman Yarns (Power Division) Satlapur, Distt. Raisen (M.P.) xiv) Address for correspondence :
Registered office : Chandigarh Road, Ludhiana-141010 Tele : 0161-2228943-48 Fax : 0161-2601048, 2602710, 2222616 E-mail : email@example.com (Exclusively for redressal of investors’ grievances)