REPORT ON CORPORATE GOVERNANCE
1. Company's Philosophy on Code of Governance
The Company continues to focus on sustainable development of human assets as well as economic assets i.e. plantations and also to improvements in the factories. The governing codes consistently followed by the Company have made its product well acceptable to buyers, both in India and abroad. The labour and management practices are also followed in conformity with law so as to aim at optimum economic utilisation of resources. The Company further believes that such practices are founded upon the core value of transparency, empowerment, accountability, independent monitoring and environmental consciousness. The Company observes ethical practices in all its operations.
2. Board of Directors
The Board of Directors at present comprises Chairman, a Managing Director and five nonexecutive Directors. The particulars of the Directors for the year ended on 31st March, 2016 are given hereunder:
i) There is no inter-se relationship between any of the Directors of the Company.
ii) Directorships in other companies excludes Directorships in private limited companies, companies incorporated outside India and companies under Section 8 of the Companies Act, 2013.
During the year under review six Board Meetings were held on 15th May, 2015, 29th May, 2015, 14th August, 2015, 12th November, 2015, 11th February, 2016 and 18th March, 2016.
Mrs Anup Kaur Bindra, Mr Lalit Halwasiya and Mrs Sonia Barman do not hold any share in the Company.
Mr N Dutta holds 10 Equity Shares and Mr S Bhoopal holds 1 Equity Share in the Company. The Company has not issued any convertible instruments.
3. Audit Committee
The Audit Committee of the Company is constituted following the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Audit Committee consists of three non-executive Independent Directors who are persons of standing in the industry and have the requisite experience and expertise to carry out their obligations with necessary inputs from the Whole-time Directors.
The terms of reference of the Audit Committee during the year are broadly as under:
a) Review internal control systems, nature and scope of audit as well as post audit discussions;
b) Review quarterly, half-yearly and annual financial statements with particular reference to matters to be included in the Directors' Responsibility Statement to be included in the Board's Report;
c) Evaluation of internal financial control and risk management systems and ensure compliance with internal control systems;
d) Recommend to the Board on any matter relating to financial management, including audit report;
e) Oversee Company's financial reporting process and disclosure of financial information;
f) Recommendation of appointment and remuneration of auditors.
g) Review performance of statutory and internal auditors;
h) Review with the management and monitor the Auditor's independence, performance of Statutory and Internal Auditors and adequacy of the internal control systems and effectiveness of audit process;
i) Approval or any subsequent modification of transactions of the Company with related parties;
j) Valuation of undertakings or assets of the Company wherever necessary;
k) Monitoring the end use of funds raised through public offers and related matters;
l) Approval of appointment of CFO after assessing the qualification, experience and background of the candidate;
m) Oversee the establishment of Vigil Mechanism for Directors and employees to report concern about unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.
During 2015-16 the Audit Committee met on 15th May, 2015, 29th May, 2015, 14th August, 2015, 12th November, 2015, 11th February, 2016 and 18th March, 2016.
4. Nomination and Remuneration Committee
The existing Nomination and Remuneration Committee has Mr S Bhoopal as Chairman and Mrs Sonia Barman and Mr N Dutta as Members. The President-Legal & Company Secretary is the Secretary to the Committee.
During 2015-16 the Nomination and Remuneration Committee met on 15th May, 2015 and 10th February, 2016.
The terms of reference of the Nomination and Remuneration Committee inter-alia, include the following:
i) To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board policies relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
ii) To formulate the criteria for evaluation of Independent Directors and the Board. The said Policy contains evaluation criteria for evaluation of all Directors.
iii) To devise a policy on Board Diversity.
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 has been appended as Annexure B to the Directors' Report
As profits for the year 2015-16 are not adequate to pay contractual remuneration to Mr Vinay K Goenka and Mr S K Ghosh, application has been made to the Central Government for approval to payment of their respective full contractual remuneration for that year; as Mr Ghosh's present contract is upto 31.03.2017, such application has also been made for payment of full contractual remuneration to Mr Ghosh for the year 2016-17.
The Service Agreement dated 2nd May, 2014 with Mr Vinay K Goenka in respect of his reappointment as Executive Chairman of the Company (since re-designated as 'Chairman' vide Agreement dated 12th September, 2014) was for a period of three years with effect from 1st April, 2013. A New Service Agreement with Mr Vinay K Goenka as Chairman of the Company for a period of 3 years with effect from 1st April, 2016 shall be entered into by the Company after obtaining requisite approval of the shareholders which is being sought at the ensuing Annual General Meeting and of the Central Government.
The Company also has a separate Service Agreement with Mr S K Ghosh as Managing Director of the Company for a period of 3 years with effect from 1st April, 2014 which was approved by the shareholders at the Annual General Meeting held on 10th September, 2014. There is no severance compensation other than six months' remuneration in absence of any notice, the notice period being six months in writing for both the Chairman and the Managing Director,
none of whom are entitled to any Stock Option or Performance Linked Incentive. Only Sitting Fees for attending the meetings of the Board and Committees thereof are paid to the Non-Executive Directors. Particulars of sitting fees paid to the Non-Executive Directors during the year under review are given below
5. Stakeholders' Relationship Committee
The Stakeholder's Relationship Committee consists of Mr S Bhoopal as Chairman and Mrs Anup Kaur Bindra, Mr Vinay K Goenka and Mr S K Ghosh as Members with Mr Siddhartha Roy, President-Legal & Company Secretary as the Secretary.
Share Transfer formalities are complied with the power to approve the same being delegated jointly and severally to Mr Vinay K Goenka,Mr S K Ghosh and Mr Siddhartha Roy.
Mr Siddhartha Roy, President-Legal & Company Secretary is the Compliance Officer.
Mr S Bhoopal attended the last Annual General Meeting on 26th September, 2015 as Chairman of the Stakeholders' Relationship Committee.
E-mail ID pursuant to Regulation 46 of the SEBI (LODR) 2015: firstname.lastname@example.org
Status of Investors' Complaints for the year ended 31st March, 2016:-
No. of complaints received during the year and dealt with : Nil
No. of complaints pending as on 31st March, 2016 : Nil
No. of pending share transfers as on 31st March, 2016 : Nil
During the year under review 17 requests for transfer of shares in physical form and 635 requests for dematerialisation of shares have been received and processed.
6. Risk Management Committee
A Risk Management Committee consists of Mr S K Ghosh, Managing Director, as Chairman and Mr L K Halwasiya and Mrs Anup Kaur Bindra, Independent Directors, Mr U C Arora, President-Marketing and Mr S K Mukhopadhyay, Chief Financial Officer; Mr Siddhartha Roy, President-Legal & Company Secretary is the Secretary of the Committee.
7. Meeting of Independent Directors
The Company's Independent Directors had met twice during the year without the presence of the Non-Independent Directors and the Management Team to discharge duties enjoined on them.
a) Related party matters - The Company has not entered into any transactions of material nature with its promoters, directors, the management, subsidiary companies or relatives, etc. that have potential conflict with its interest during the year under review. However, the list of related party relationships and transactions as required to be disclosed in accordance with Accounting Standard 18 as provided in the Companies (Accounting Standards) Rules, 2006 has been given in Note 27(18) to the Financial Statements for the year ended 31st March, 2016. As required under Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI(LODR) Regulations, 2015], the Company has formulated a Related Party Transactions Policy which has been put up on the website of the Company at weblink : <http://www.warrentea.com/Documents/relatedparty>. pdf.
b) No penalties/strictures were imposed on the Company by any regulatory authority for non-compliance of any laws or any matter relating to capital markets during the last three years.
c) Vigil Mechanism/Whistle-Blower Policy - The Company has established a Whistle-Blower Policy/Vigil Mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics Policy. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate and exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee.
d) The Company has complied with all the mandatory requirements under Schedule II of SEBI (LODR) Regulations 2015. The Company continues in its efforts on improvement, consolidation and documentation of methods of internal control for financial reporting and its effectiveness.
e) The Company has complied with all the requirements specified in Regulation 17 to 27 and classes (b) to (i) of Sub-regulation (2) of Regulation 46 of SEBI (LODR) Regulations 2015.
f) During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.
10. Familiarization Programme for Independent Directors
The Company continues in its efforts to familiarize Independent Directors with the Company, its business, the industry and their interface with the Company. To that end the Independent Directors continue to visit the Company's tea estates and its Registered Office in Assam. The Company's Policy of conducting the Familiarization Programme has been disclosed on the website of the Company at weblink : <http://www.warrentea.com/Documents/familiarisation.pdf>.
11. Means of Communication
a) The Company intimates unaudited half-yearly and quarterly results after Limited Review by the Statutory Auditors as well as the Audited Annual Results to the Stock Exchanges after they are approved by the Board of Directors.
b) Such results are also published in newspapers namely, North East Times/Amar Asom having wide circulation in Assam, where the Registered Office of the Company is situate and in the Business Standard.
c) Results are displayed on Company's website www.warrentea.com Results are also sent to the Stock Exchanges for display on their website.
d) Based on presentations made to ICRA Limited, they have reaffirmed [ICRA]A+ Rating for Fund Based Limits and [ICRA]A1+ rating for Non-fund Based Limits for the Company.
e) The document on Management Discussion and Analysis Report is annexed to the Directors' Report.
12. General Shareholder Information
a) Annual General Meeting : date, time and venue:
1st August, 2016 at 10.30 a m at the G S Ruia Memorial Complex, Deohall Tea Estate, P. O. Hoogrijan, Dist. Tinsukia, Assam 786 601.
b) Financial Year : 1st April to 31st March
c) Dividend Payment Date : Not Applicable
d) Listing on Stock Exchanges and Stock Codes : The shares of the Company are listed at the Stock Exchanges given hereinbelow :
Stock Exchange Stock Code
(i) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 023
Stock Code : 508494
(ii) The Calcutta Stock Exchange Limited 7 Lyons Range, Kolkata 700 001
Stock Code: 33002
Listing Fees as prescribed have been paid to the aforesaid Stock Exchanges up to 31st March, 2017.
Demat Code No. allotted by NSDL & CDSL : INE712A01012
g) Share Transfer System :
Share transfers are registered within a maximum period of 15 days from the date of receipt of documents complete in all respects. The shares of the Company are compulsorily traded in dematerialized form for all shareholders with effect from 28th August, 2000.
h) Dematerialization of shares & liquidity
CB Management Services (P) Limited having their office at P-22 Bondel Road, Kolkata 700 019 are the Registrars and Share Transfer Agents of the Company. As on 31st March, 2016 96.34% of the total number of shares relating to 52.02% shareholders stood dematerialized.
i) Outstanding GDR/ADR/Warrants or any convertible instruments : No such instruments have been issued.
j) Commodity price risk or foreign exchange risk and hedging activities: Subject to usual market risks; no hedging activities undertaken
l) Address for Correspondence :
Corporate Office : Suvira House 4B, Hungerford Street, Kolkata 700 0 17 Tel No. : 2287 2287 Fax No.: 2289 0302 E-mail ID : email@example.com Signatures to Annexures A to H
Vinay K. Goenka
Place : Kolkata
Date : 26th May, 2016