REPORT ON CORPORATE GOVERNANCE
The detailed report on Corporate Governance for the financial year 2014-15 as incorporated in Clause 49 of the Listing Agreements is set-out here-below :
1) COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
It is the consistent conviction of the company that sound and strong corporate governance standards lead to durable sustenance of business and generate long term value for all stakeholders ensuring the robust health of the corporate entity. In pursuance of this, the company has been passionately pursuing good corporate governance practices based on professional excellence, business ethics, and transparency which operate within the accepted norms of propriety, equity, fair play and a sense of justice. While the company's compliance of legislative and regulatory requirements is total and absolute, the company believes that good corporate governance goes much beyond the mere fulfilling of statutory requirements, but is also a projection towards the sound formulation of a distinct corporate culture. The Company further presumes that corporate governance is more about creating organizational excellence leading to increased customer satisfaction and stakeholder value.
The Company's highly professional and responsive Board of Directors is composed of eminent thought-leaders and seasoned stalwarts drawn from diverse fields ensuring extensive deliberation and expertise which have bearing on the process of decision-making. Accountability and transparency are the key drivers behind the Board decision-making which inspires stakeholder confidence. Openness and transparency of the Company's corporate governance are reflected in the exhaustive disclosures made in the Company's annual report with a view to sharing information with stakeholders, investors, analysts, and competitors.
2) BOARD OF DIRECTORS
The Company's policy is to have an appropriate mix of promoters, executives and independent directors to maintain the independence of the Board. The Board comprises :
Three promoter Directors, including Chairman & Managing Director and Vice Chairman.
Four Independent, Non-Executive Directors and
One Non-Promoter, Executive Director.
(ii) Category, Attendance & Other Directorship
The number of other Directorships, memberships of other Board Committees of which he/she is a member/chairperson as on date and attendance in the Board Meetings are as follows :
3) AUDIT COMMITTEE
i) Brief description of terms of reference
Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the guidelines set out in the listing agreements with the Stock Exchanges that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, auditor's independence and performance, audit process, financial statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditor on any significant findings, approval of transactions with related parties, scrutiny of inter-corporate loans and investments, valuation of undertakings or assets, evaluation of internal financial controls and risk management systems and review the functioning of the Whistle Blower Mechanism.
ii) Composition, names of members and Chairperson
The Audit Committee, comprises four directors, of whom three are independent, Non-Executive Directors and one is Executive Director, all of them possessing knowledge of corporate finance, accounts and company law. The chairman of the Committee is an independent Non-executive Director. The Company Secretary acts as the Secretary to the Committee. The composition of the Audit Committee is as follows :
Meetings and Attendance during the year
During the year ended March 31, 2015, four meetings of the Audit Committee were held on the following dates :
(i) May 13, 2014 (ii) August 14, 2014 (iii) November 10, 2014 (iv) February 02, 2015
The attendance of the Chairman and the members of Audit Committee at the meetings held during the year under review was as under :
4) NOMINATION AND REMUNERATION COMMITTEE
i) Brief description of terms of reference
To periodically approve the remuneration package of whole-time Directors and ensure appropriate disclosure of the same, determining qualifications, positive attributes and independence of a director, formulation of criteria for evaluation of Independent Directors and the Board, divising a policy on Board diversity and recommend appointment of directors and appointment and removal in senior management.
ii) Composition, names of Members and Chairperson
The Nomination and Remuneration Committee comprises three non-executive independent Directors and the Company Secretary acts as Ex-officio Secretary of the Committee.
Meetings and attendance during the year
The Nomination and Remuneration Committee met on 13th May, 2014 to recommend the Board a policy relating to remuneration for directors, key managerial personnel & other employees. Attendance of members at Committee Meeting was as follows :
iv) Remuneration Policy
Except Chairman & Managing Director and Executive Director, the remaining directors do not receive any remuneration, other than sitting fees for attending the meetings of the Board of Directors, Audit Committee, Remuneration Committee, CSR Committee and Independent Directors Meeting @ Rs. 10,000/- per meeting in terms of the resolution passed by the Board of Directors in its meeting held on June 27, 2005.
v) Details of remuneration
The details of Remuneration package, sitting fees paid etc., to directors during the year ended March 31, 2015, for information of members, are furnished here below :
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Rs.Stakeholders Relationship CommitteeRs. deals with approval of share transfer/transmission, issue of duplicate share certificates, split and consolidation requests, rematerialization of shares and other matters relating to transfer and registration of shares.
The Share Department of the Company and Link Intime India Pvt. Ltd., the RTA of the Company attend to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges etc. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the satisfaction of the investors.
During the year under review, the Company has received 2 complaints from shareholders/investors, which inter-alia included non-receipt of dividend and all the complaints were resolved. No complaint was pending as on March 31, 2015.
(a) Related Party Transactions
The Company has not entered into any transaction of material nature with the promoters, the Directors or the management, their subsidiaries or relatives etc., that may have any potential conflict with the interests of the Company.
(b) Compliance of various legal requirements by the Company
The Company has complied with the various requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters related to capital markets during the last three years and no penalties/strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authorities relating to the above.
(c) The Company has formed Whistle Blower Policy and no personnel has been denied access to the audit committee.
(d) The Company has mostly complied with all the mandatory requirements prescribed under Clause 49 of the Listing Agreement. Regarding non-mandatory requirements :
The Company is maintaining office for the Non-Executive Chairman.
Remuneration Committee has been constituted to approve remuneration of Executive Director.
The Company is normally publishing unaudited/audited financial results without any qualifications.
The Board members are having adequate experience and expertise to deal with business matters.
(e) The Company has set up mechanism for evaluating Non-executive Board members through Nomination & Remuneration Committee.
8) MEANS OF COMMUNICATION
(i) The Board of Directors of the Company approves the quarterly and half-yearly unaudited financial results in the proforma prescribed by Clause 41 of the Listing Agreements within Forty Five days of the close of the respective periods (except audited results for the year/last quarter within Sixty days of the end of the accounting year).
(ii) The approved financial results are faxed/e-mailed immediately after the Board Meeting to the Stock Exchanges where the Company's shares are listed and are published in Business Standard (English) and Karavali Munjavu (Kannada), within twenty-four hours of approval thereof by the Board of Directors.
(iii) The Company's financial results, official news releases and presentations are displayed on the Company's website - www.westcoastpaper.com
(iv) Management Discussion and Analysis forms part of the Annual Report, to the shareholders of the Company.
9) GENERAL SHAREHOLDER INFORMATION
60th Annual General Meeting
Date : 31st July, 2015
Time : 4.00 P.M.
Venue : Shree Rangnath Auditorium, Bangur Nagar, Dandeli - 581 325
Tentative Financial Calendar 2015-16
Adoption of Quarterly Results of the quarter ending : 1st/2nd week of -
June 30, 2015 : August 2015
September 30, 2015 : November 2015
December 31, 2015 : February 2016
March 31, 2016 (year ending) : 2nd/3rd week of May 2016
Book Closure date : 18th July to 31st July 2015 (Both days inclusive)
Listing of Equity Shares on Stock Exchanges
The Company's equity shares are listed on the following Stock Exchanges, having nationwide trading terminals :
(a) Bombay Stock Exchange Limited
Corporate Services Floor 25, P. J. Towers, Dalal Street, Mumbai - 400 001
(b) National Stock Exchange of India Limited
Listing Department, Exchange Plaza Bandra-Kurla Complex, Bandra (E),Mumbai - 400 051
Listing fee for the year 2014-15 and 2015-16 has been paid to Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).
1) Bombay Stock Exchange Limited 500444
2) The National Stock Exchange of India Ltd WSTCSTPAPR
3) ISIN NO. INE976A01021
Registrar and Transfer Agents
For Shares held in physical mode as well as in dematerialized form :
Link Intime India Pvt. Ltd. C-13, Kantilal Maganlal Estate Pannalal Silk Mills Compound LBS Marg, Bhandup (W) Mumbai - 400 078 Phone : (022) 2596 3838 Fax : (022) 2596 2691 E-mail : firstname.lastname@example.org
Share Transfer System
The Company's Registrar and Transfer Agent (RTA) has been entrusted with handling of Physical transfer of shares also, as per the directions of SEBI, w.e.f. February, 2003, apart from dematerialisation of shares. The Board of Directors of the Company has delegated the power of approval of share transfers executed/ processed by the RTA to the Stakeholders Relationship Committee comprising of two Directors, Executive Director and Company Secretary of the Company. The RTA does the physical share transfers once in a week and sends the statement to the Company for approval purpose
Dematerialisation of Shares
The shares of the Company are in compulsory demat segment w.e.f. July 2000. The Company's shares are available for trading in the depository systems of both the National Securities Depository Limited and the Central Depository Services (India) Limited. As on 31st March 2015, 97.36% of the shares of the Company were held in dematerialized form and rest in physical form.
Plant Location of the Company :
Paper & Paperboard and Duplex Board
Optical Fibre Cable Unit :
Bangur Nagar, Dandeli - 581 325 Sudarshan Telecom Uttara Kannada Dist. (Karnataka) Plot No.386/387, KIADB Electronic City Hebbal Industrial Area Mysore - 570 016
Address for Correspondence
The shareholders may address their communications/suggestions/grievances/queries pertaining to share transfer/demat including physical transfer requests and demat requisition forms, to the Company's RTA at the following address :
Link Intime India Pvt. Ltd.
C-13, Kantilal Maganlal Estate Pannalal Silk Mills Compound LBS Marg, Bhandup (W), Mumbai - 400 078 Phone : (022) 2596 3838 • Fax : (022) 2596 2691 E-mail : email@example.com
10) CEO/CFO CERTIFICATION
As required by the revised Clause 49 (IX) of the Listing Agreements, the Certificate from CEO and CFO was placed before the Board of Directors at the meeting held on 27th May, 2015.
11) COMPLIANCE CERTIFICATE OF THE AUDITORS
The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the Stock Exchanges and the same forms part of the Annual Report.
The Certificate from the Statutory Auditors will be sent to the Stock Exchanges along with the Annual Report of the Company.