CORPORATE GOVERNANCE REPORT
I. PHILOSOPHY ON CORPORATE GOVERNANCE:
The Board of Directors of the Company acts as a trustee and assumes fiduciary responsibility of protecting the interests of the Company its members and other stakeholders. The Board supports the broad principles of Corporate Governance. In order to attain the highest-level good Corporate Governance practice, Board lays strong emphasis on transparency, accountability and integrity.
II. BOARD OF DIRECTORS:
The Company's Board comprises of mix of executive and nonexecutive directors with considerable experience and expertise across a range of fields such as finance, accounts, legal and general management and business strategy.
. AUDIT COMMITTEE:
The Committee comprises of 3 (Three) Independent Directors. The composition of the Committee and attendance of the members is given hereunder
The Company Secretary of the Company, Mr. Shashikant Thorat acts as the Secretary of the Committee.
15 meetings of the Audit Committee were held during the financial year 2015-16 on the following dates: April 28, 2015, April 29, 2015, July 14, 2015, July 16, 2015, July 20, 2015, September 04, 2015, October 16, 2015, October 17, 2015, October 19, 2015, October 20, 2015, January 12, 2016, January 15, 2016,February 02, 2016, February 22, 2016 and March 22, 2016.
All the recommendations made by the Audit Committee were accepted/approved by the Board.
Terms of Reference: The terms of reference stipulated by the Board of Directors to the Audit Committee are as contained under Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 ("the Act").
V. NOMINATION AND
The Committee comprises of 3 (Three) Independent Directors. The Composition of Committee and attendance of the members is given hereunder:
Terms of reference: To recommend appointment of, and remuneration to, Managerial Personnel and review thereof from time to time.
The composition of the Committee and attendance of the members is given hereunder:
5 meetings of the Nomination & Remuneration Committee were held on April 29, 2015, July 16, 2015, October 20, 2015, January 15, 2016 and February 02, 2016.
Board evaluation: The evaluation process was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within and effective functioning of the Board. The evaluation process invited through IT enabled platform graded responses to a structured questionnaire for each aspect of evaluation viz. time spent by each of the director accomplishment of specific responsibilities and expertise, conflict of interest, integrity of the Director, active participation and contribution during discussions.
Nomination and Remuneration Policy:
The Company follows a policy on remuneration of directors and senior management employees and the salient features thereof are as under:
Appointment of Directors:
O While identifying persons who may be appointed as director(s), the Committee shall consider business of the Company, strengths, weaknesses, opportunities and threats to Company's business, existing composition of the board of directors, diversity, skills, expertise of existing directors and, background, skills, expertise, reputation and qualification possessed by the person being considered, specific requirements under the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other laws as to composition of the Board.
O While identifying persons who may be appointed as independent directors, the Committee shall review their qualifications and suitability to ensure that such candidates will be able to function as directors 'Independently' and void of any conflict of interest, obligations, pressure from other Board members, KMPs, senior management and other persons associated with the Company.
Remuneration of Directors, Key Managerial Personnel, Senior Management Personnel:
O The Non- Executive Directors including independent directors may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. 100,000 per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
O The Non-Executive directors shall not be eligible for any remuneration / commission, unless specifically approved by the Board of Directors on recommendation of the Nomination and Remuneration Committee and by the shareholders. There are no pecuniary transactions entered by the Non-Executive Directors with the Company.
The remuneration to Executive Directors, Key Managerial Personnel and Senior Management Personnel at the time of appointment shall be mutually agreed. The Committee shall consider industry indicators, requirements of role, qualification and experience of candidate, expected contribution of executive to the profitability challenges specific to the Company and such other matters as the Committee may deem fit. The remuneration must motivate individuals to achieve benchmarks which must be aligned to the vision of the Company. The management shall periodically find out the remuneration scale prevalent in the industry / peer group to the extent possible to find out if there is a need for revision in remuneration for retaining the talent. The Non-Executive Directors may be paid commission after complying with required provisions of the Act. Besides, the Committee shall take into consideration performance, of the concerned executive as well as the Company, the growth of business, profitability, Company's business plan and critical role played / initiatives taken while considering pay hike / increment to the concerned executives.
V. THE STAKEHOLDERS' RELATIONSHIP, SHARE TRANSFER AND INVESTORS' GRIEVANCE COMMITTEE:
The Stakeholders' Relationship, Share Transfer and Investors' Grievance Committee is in accordance with the Section 178 of the Act and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to examine complaints related to transfer of shares, non-receipt of annual report, non-receipt of declared dividends and to review the functioning of the investors grievance redressal system.
The Committee comprises of 3 (Three) Non Executive Directors and the Chairman of the Committee is an Independent Director
The Company Secretary of the Company, Mr. Shashikant Thorat acts as the Secretary of the Committee 4 meetings of the Committee were held on June 20, 2015, September 28, 2015, October 5, 2015 and March 22, 2016.
a. Related Party Transactions:
For related party transactions, refer Note 46 of Notes to Accounts annexed to the Financial Statements. The Company's policy on dealing with Related Party Transactions as required under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is hosted on the Company's website and a web link thereto is as under: <http://www.welspunindia.com/policy/> related_party_transaction_policy.pdf
b. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years - None
c. Code of Conduct:
The Company has Code of Conduct for Board members and senior management personnel. A copy of the Code has been hosted on the Company's website, a web link thereto is: <http://www.welspunindia>. com/policy/code_conduct.pdf for information of all the members, of the Board and management personnel. All Board members and senior management personnel have affirmed compliance with the same.
A declaration signed by the Managing Director of the Company with respect to Compliance of Code of Conduct is given below:
I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2015-16.
d. Whistleblower Policy and Vigil Mechanism:
Refer Point no. 21 of the Directors' Report.
e. Policy for determining 'material' subsidiaries:
The Company's policy on determining material subsidiaries as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is hosted on the Company's website and a web link thereto is as under: <http://www.welspunindia.com/policy/> material_subsidiary_policy.pdf
f. Details of compliance with mandatory requirement and adoption of the non-mandatory requirements of the Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
The Company is in compliance with the mandatory requirements mentioned under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable and in addition the Company at its discretion adopted requirements as mentioned at (C) - "Modified Opinion(s) in Audit Report", (D) - "Separate posts of chairperson and chief executive officer"; and (E) -"Reporting of Internal Auditor" of Part E of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
g. Disclosure related to familiarization programme imparted to independent directors:
Refer point no. 11 of the Director's Report.
X. MEANS OF COMMUNICATION:
The quarterly, half-yearly and yearly financial results of the Company are sent out to the Stock Exchanges immediately after they are approved by the Board. The Company published its un-audited/audited financial results in Kutch Mitra (Gujarati edition), and Financial Express (English Edition).
These results are simultaneously hosted on the website of the Company at www.welspunindia.com The official press release and the presentations made to institutional investors or to the analyst are also available on the website of the Company.
GENERAL SHAREHOLDER INFORMATION:
1. Annual General Meeting shall be held on Wednesday, July 27, 2016 at 11.30 am at the Registered Office of the Company at "Welspun City", Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat - 370110.
2. Financial Year of the Company is April 1 of a year to March 31 of the following year.
3. Date of Book Closure: Monday, June 27, 2016, to Tuesday June 28, 2016 2016 (both days inclusive).
4. Dividend payment date: July 28, 2016 -August 06, 2016.
5. Listing on Stock Exchanges: The
Equity Shares of your Company are listed on The National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE).
6. Stock Code/Symbol for equity shares:
Bombay Stock Exchange Limited: 514162
The National Stock Exchange of India Limited: WELSPUNIND; Series: EQ
ISIN No. (For dematerialized shares): INE192B01031
9. Registrar and Transfer Agent: Registrar and Transfer Agent of the Company handles the share transfer work and resolves the complaints of shareholders. Name, address and telephone number of Registrar and Transfer Agent is given hereunder:
M/s. Link Intime India Private Limited Unit : Welspun India Limited C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078. Email - email@example.com Tele. No.: +91-22-25946970 Fax No. : +91-22-25946969
10. Share Transfer System: The Company's Registrar and Transfer Agent registers shares received from the shareholders for transfer in physical form within 15 days from the receipt of the documents, if the same are found in order. Transfer documents under objection are returned within two weeks.
13. Outstanding Employee Stock Options, conversion date and likely impact on equity share capital is as under: NIL
14. Disclosure of Shares held in suspense account under Clause F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Refer to point No. 8 to the Directors' Report.
15. Commodity price risk or foreign exchange risk and hedging activities:
Refer to Management Discussion & Analysis' Section of this Report.
16. The Company is in compliance with corporate governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46.
17. Plant locations of the Company
(i) Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat - 370 110
(ii) Survey No. 76, Village Morai, Vapi, District Valsad, Gujarat - 396191
18. Address for correspondence
The Company Secretary, Welspun India Limited 7th Floor, Welspun House, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013. Tel: +91-22-66136000; +91-22-24908000, Fax: +91-22-24908020 /21 e-mail: CompanySecretary_WIL@welspun.com