CORPORATE GOVERNANCE REPORT
Report for the year 2015-16
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
1. A Brief Statement On Company's Philosophy On Code Of Governance.
Visaka Industries Limited (herein after "Company") believes that good corporate governance is one of the vital tools, in directing and controlling the affairs of the Company in an efficient manner and helps in achieving the ultimate goal of maximizing value of Company's stakeholders in a sustained manner. Company's governance frame work recognizes Transparency, Integrity, Honesty and Accountability as core values, and the management believes that practice of each of these creates the right corporate culture that fulfils the true purpose of Corporate Governance.
The Company's Governance code is available on the Company's website www.visaka.in for general information. However, it is to be recognized that Corporate Governance is not just a destination but a constant journey to consolidate and enhance sustainable value creation to the Company, by adhering to afore-stated core values.
2. Board of Directors:
i) The Board of Visaka Industries Limited consists of eminent persons with optimum balance of Executive Directors, Non-Executive Directors and Independent Directors, having professional expertise from different fields such as technical, business strategy and management, marketing, medicine, finance, Governance and civil administration and thus meets the requirements of the Board diversity. The Chairman is non-executive Independent Director and the Board consists of sufficient number of Independent Directors as stipulated under Companies Act, 2013 and listing agreement/SEBI (LODR) Regulations, 2015.
ii) As regards the appointment of new Directors on the Board, the Nomination and Remuneration Committee of the Board after considering the qualifications, positive attributes and independence as per the criteria laid-down in that behalf, makes its recommendation to the Board for its consideration.
iii) The Board, inter-alia, provides leadership, strategic guidance, objective and independent view / judgment to the Company's management. The Board meets at regular intervals for planning, assessing and evaluating all important business.
iv) The Board members would get updated on the Company's procedures and policies as per the familiarization program devised in that behalf by the Company.
v) None of the Directors on the Board is a member on more than 10 committees or Chairman of more than 5 committees as specified in clause 49/SEBI (LODR) Regulations, 2015, across all the Companies in which he is a Director. Necessary disclosures regarding Committee positions have been made by the Directors.
vi) The details of the Board of Directors of the Company as on March 31, 2016 were as under:
vii) As per the information available with the Company, except Dr. G. Vivekanand, Smt.G.Saroja Vivekanand and Shri. G.Vamsi Krishna, none of the Directors are related interse.
viii) None of the non-Executive Independent Directors have any material pecuniary relationship or transaction with the Company.
ix) 5 Board Meetings were held during the year ended March 31, 2016 and the gap between any two meetings did not exceed four months. The said Board meetings were held on May 07, 2015; July 25, 2015; November 14, 2015 February 4, 2016 and March 11, 2016 respectively. The Board meetings are usually held at the corporate office of the Company.
x) Necessary information as mentioned in Annexure X to clause 49 of the listing agreement/Schedule II of SEBI (LODR) Regulations, 2015 has been placed before the Board for their consideration.
xi) The Company's Independent Directors meet at least once in every financial year without presence of Executive and non-independent directors or management personnel, to discuss informally, matters pertaining to Company affairs and put forth their views to the Chairman of the Board. During the financial year 2015-2016; Independent Directors met on February 4, 2016.
3. Audit Committee:
i. The terms of reference of the Audit Committee cover the matters specified for Audit Committees under SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.
ii. The Chairman is a fellow member of the Institute of Chartered Accountants of India. All of the members of the committee are financially literate. Accordingly, the Composition of the Audit Committee is in conformity with Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015
iii. 4 Audit Committee Meetings were held during the year ended March 31, 2016 and the gap between any two meetings did not exceed four months. The dates of the said Audit Committee Meetings held are 07.05.2015, 25.07.2015, 14.11.2015 and 04.02.2016 respectively. The necessary quorum was present at all meetings.
iv. The Audit Committee meetings are usually held at the corporate office of the Company and are attended by Shri.VVallinath, Whole-time Director and Chief Financial Officer of the Company. Auditors are invitees to the meeting. The Company Secretary acts as the Secretary of the Audit Committee.
v. The last Annual General Meeting of the Company was held on July 25, 2015 and the Chairman of the Audit Committee, could not attend the meeting due to health reasons.
4. Nomination and Remuneration Committee:
i. The Nomination and Remuneration Committee of the Company consists of three directors, all of whome are independent Directors. Shri. Gusti J. Noria is the Chairman of the Committee and thus the constitution of the Committee satisfies the requirements of Section 178 of the Act, read with SEBI (LODR) Regulations, 2015.
ii. The terms of reference of the Committee cover all the matters specified for the Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015
iii. The Committee during the financial year 2015 - 16, met two times and the dates of the said meetings are 07.05.2015 and 01.09.2015.
vii. Remuneration Policy:
The Company's remuneration policy is driven by the success and performance of the individual employees as well as his expertise in critical areas of operations of the Company.
The Company's Remuneration Policy as applicable to Directors, KMPs and other Senior management personnel of the Company forming part of document setting out criteria of identification, appointment, remuneration, evaluation of performance directors is annexed as Annexure - 3 to the Board's Report.
5. Stakeholders' Relationship Committee:
i. The Committee inter-alia approves issue of duplicate share certificates and oversees and reviews all matters
v. Details of complaints received and redressed:
connected with the securities transfer, transmission, nomination, dematerialization and rematerialisation. The Committee also looks into redressing of shareholder's complaints relating to transfer of shares, loss of share certificates, non-receipt of notices/annual reports and non-receipt of declared dividends etc. The Committee consists of three directors and Shri. V. Pattabhi is the Chairman of the Committee and thus the constitution of the Committee is in compliance with section 178 of the Act read with SEBI (LODR) Regulations, 2015.
During the financial year ended March 31, 2016 the Committee met Eleven times and the necessary quorum was present at all meetings. Company Secretary is the Compliance Officer.
i. During the financial year ended March 31, 2016 there are no materially significant related party transactions, which have potential conflict with the interest of Company at large. Related party transactions entered during the financial year under review are disclosed in Note No.28 of the Financial Statements of the company for the financial year ended March 31, 2016. These transactions were entered at an arm's length basis and in the ordinary course of business. ii. There were no cases of non-compliance by the Company, penalties, strictures imposed on the Company by stock exchanges or SEBI or any statutory authority, on any matter related to capital markets,during the last three years ended March 31, 2016.
iii. Vigil Mechanism (Whistle Blower Policy):
The Company has a Vigil mechanism (Whistle blower policy) in place enabling the employees or other connected persons having interest in any transactions with the company are free to report of any unethical or improper practices noticed in the organization. The Policy also provides the procedure of making such representation and dealing with the said representation and also provides protection from victimization. During the year under review, no employee was denied access to the Audit committee in this behalf.
iv. The Company is in compliance with all the mandatory requirements and has fulfilled the following non-mandatory requirements as prescribed in Annexure XIII to Clause 49 of the Listing Agreement/SEBI (LODR) Regulations, 2015:
a. Audit qualifications: There were no qualifications by the statutory auditors on the financial statements for the year ended March, 31, 2016.
b. Separate post of Chairman and CEO: The Company has appointed the Chairman and Managing Director Separately.
c. Reporting of Internal Auditor: Internal auditors report to the Audit Committee.
v. Code of conduct: The code of conduct as adopted by the Board of Directors is applicable to all directors, senior management and employees in above officers' level. The prime purpose of the code is to create an environment wherein all the Board Members and Senior Management of the Company maintain ethical standards and to ensure compliance to the laid down ethical standards. The code is available on the Company's website: www.visaka.in.
Declaration as required under Clause 49 of the Listing Agreement/SEBI (LODR) Regulations, 2015:
All the directors and senior management of the Company have affirmed compliance with the Company's code of conduct for the financial year ended March 31, 2016. May 10, 2016 Smt. G. Saroja Vivekanand Secunderabad Managing Director
vi. CEO & CFO certificate: The Managing Director and Chief Financial Officer have given a Certificate as contemplated in SEBI (LODR) Regulations, 2015.
vii. Share Capital Audit: A practicing Company Secretary carried out a secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued / paid-up capital of the Company is in agreement with the total number of shares in physical from and the total number of dematerialized shares held with NSDL and CDSL.
8. Means of Communication:
Quarterly results of the Company are published in Business Standard or Economic Times or Financial Express (English edition) and Namaste Telangana / Nava Telangana (Regional edition) newspapers respectively. Annual results of the Company are displayed on the Company's website - "www.visaka.in" The website also displays information about the Company and its products. The Management Discussion and Analysis Report forms part of the Directors Report.
I. General Shareholder information:
1. Annual General Meeting
Date : July 26, 2016
Time : 11.30 A.M.
Venue : Survey No.315,Yelulmala Village, R.C.Puram Mandal, Medak District - 502 300.
2. Financial Calendar
Year ending : March 31, 2016
AGM : July 26, 2016
3. Date of Book Closure
20.07.2016 to 26.07.2016 (Both days inclusive)
4. Listing on Stock Exchanges
National Stock Exchange of India Ltd and
Bombay Stock Exchange Limited
(The Company has paid the listing fee for 2016-17 to the BSE and NSE
5. Stock Code / Symbol on NSE / BSE Respectively
VISAKAIND / 509055
6. International Securities Identification Number (ISIN) allotted to the Company's Shares
9. Registrar and Transfer Agents:
M/s Karvy Computershare Private Limited Karvy Selenium Tower B Plot No. 31-32 Gachibowli, Financial District, Nanakramguda Serilingampally, Hyderabad 500032, Telangana Tel:040-67161606/67162222 Fax: 040-23001153 E-mail: firstname.lastname@example.org Website: www.karvy.com Toll Free No: 1-800-3454001
10. Share Transfer System:
The Company's shares are traded in the stock exchanges compulsorily in Demat form. The Company's Registrar and Transfer agent is the common agency to look after physical and Demat share work. The shares lodged for transfer at the registrar are processed and returned to shareholders within the stipulated time.
12. Dematerialization of shares and liquidity:
96. 85% of the paid up share capital of the Company has been dematerialized as on March 31, 2016.
13. The company did not have any outstanding GDRs / ADRs / Warrants or any convertible instruments as on March 31, 2016
14. Manufacturing facility : Plant Locations are given at page no 100 of this Annual Report
15. Address for Correspondence/registering investor grievances : Enquiries, if any relating to shareholder accounting records, share transfers, transmission of shares, change of address / bank mandate details for physical shares, receipt of dividend warrants, loss of share certificates etc., and related grievances may be addressed to Karvy Computershare Private Limited, (Karvy) Unit: Visaka Industries Limited.
The Company Secretary Visaka Industries Limited Visaka Towers, 1-8-303/69/3 S.P. Road, Secunderabad. Pin: 500 003. Email: email@example.com Tel Nos: 091 - 040 - 27813833, 27813835 / 27892190 To 92 Fax Nos: 091 - 040 - 27813837