Corporate Governance Report
(Pursuant to Clause 49 of the Listing Agreement with BSE Ltd.)
Company's Philosophy on Code of Governance
The Company's corporate governance philosophy rests on the pillars of integrity, accountability, equity, transparency and environmental responsibilities that conform fully with laws, regulations and guidelines and is intended:
To ensure adequate control systems to enable the Board to efficiently conduct the business and discharge its responsibilities to shareholders.
To ensure that the decision making process is fair, transparent and equitable.
To ensure fullest involvement and commitment of the management for maximization of stakeholders value.
To imbibe the Company's values in the employees and encourage them in their conduct.
To ensure that the Company follows globally recognized corporate governance practices.
Board of Directors
The Company's Board comprises eight Directors as on 31st March, 2015. The names and categories of Directors, the number of Directorships and Committee positions held by them in other companies are given below. None of the Directors is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies and 3 Listed Companies in case he/she serves as a Whole Time Director in any Listed Company. Further, none of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49 of the Listing Agreement), across all the Companies in which he/she is a Director.
The Company's Board has four independent nonexecutive directors as on March 31, 2015, unrelated to each other and not holding any shares in the Company. The Board met four times during the year, on May 09, 2014; August 01, 2014; November 07, 2014; and February 06, 2015.
Code of Conduct
The Company has framed a Code of Conduct for members of its Board of Directors and senior managerial personnel. The Code has been posted on the website of the Company i.e. http://www.westlife.co.in/web/ codeofconduct.aspx. All Board Members and Senior Management Personnel have affirmed compliance with the Code. A declaration signed by the Chief Executive Officer and Chief Financial Officer to this effect is appended to this Report.
The Code of Conduct for Independent Directors of the Company pursuant to the provisions of Section 149(8) and Schedule IV of the Companies Act, 2013 has been adopted by the Company.
This Committee consists of four Directors viz. Mr P R Barpande (Chairman), Mr Dilip J Thakkar, Mr Manish Chokhani and Mr Amit Jatia. All Members possess strong accounting and financial management knowledge. The Company Secretary, Dr Shatadru Sengupta, acts as Secretary to the Committee.
The terms of reference of the Committee are very wide and are in line with the regulatory requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Besides having access to all required information from within the Company, the Committee acts as a link between the Statutory Auditors and the Board of Directors of the Company.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Board of Directors (erstwhile Compensation Committee) has been constituted consisting of Mr P.R. Barpande (Chairman), Mr Manish Chokhani and Mr Amit Jatia. Dr Shatadru Sengupta, the Company Secretary of the Company, is Secretary to the Committee. The Committee also administers the Westlife Development Limited Employees Stock Option Scheme 2013.
The terms of reference of this Committee are in accordance with provisions of the Companies Act,2013, Clause 49 of the Listing Agreement and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
The Committee met once during the year, on November 07, 2014. All members had attended the meeting.
The remuneration policy formed by this Committee is annexed as Annexure II to the Board's Report. Also the details of remuneration to all directors have been mentioned in Clause VI of Annexure III to the Board's Report.
Stakeholders Relationship Committee
The Company's Stakeholders Relationship Committee functions under the Chairmanship of Mr B L Jatia, NonExecutive Director. Mr Amit Jatia and Mr P R Barpande are other members of the Committee. Dr. Shatadru Sengupta, the Company Secretary of the Company is Secretary to the Committee.
The terms of reference of this Committee are in accordance with the regulatory requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
No investor complaints were received during the year and no complaints are pending. The dedicated e-mail ID for investors' grievances is email@example.com
Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company.
Clause 49 of the Listing Agreement mandates constitution of a Risk Management Committee. The Committee is required to lay down the procedures to inform the Board about the risk assessment and minimisation procedures and the Board shall be responsible for framing, implementing and monitoring the Risk Management Plan of the Company.
Accordingly, the Board has constituted a Risk Management Committee. The Committee is chaired by Mr Tarun Kataria, Independent Director. The other members are Mr Manish Chokhani, Independent Director and Ms Smita Jatia. Dr Shatadru Sengupta, Company Secretary and Mr Suresh Lakshminarayanan, Chief Financial Officer of the Company, being senior executives, are members of the Committee.
The Committee met on November 07, 2014 and the meeting was attended by all its members.
Criteria for performance of the Independent Directors and the Board
The Nomination and Remuneration Committee of the Board of Directors of the Company lay down the evaluation criteria for the performance of Independent Directors. Some of the performance indicators based on which the evaluation was carried out:
Composition and expertise of the Board and its committees
Board's relationship with Executive Directors and Independent Directors
Participation in meeting and affairs of the Company
Pursuant to provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance and that of its Committees. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The evaluation was carried out based on responses received from the Directors.
A separate exercise was carried out by the Nomination and Remuneration Committee to evaluate the performance of individual Directors. Performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. Performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of Executive Director and the Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.
Familiarisation Programme for Independent Directors
Details of programs for familiarisation of the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the website of the Company at the web link: http://www.westlife.co.in/web/compliance.aspx
Meeting of Independent Directors
The Independent Directors of the Company met in a separate meeting without the presence of non-independent directors and members of management. For the year under reporting, the Independent Directors' separate meeting was held on November 07, 2014.
The said meeting was conducted in a manner to enable the Independent Directors to inter alia discuss matters pertaining to review of performance of the Non-Independent Directors and the Board as a whole, and the Chairman of the Company (taking into account views of the Executive and the Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform its duties.
Remuneration and relationship of Directors
Mr Banwari Lal Jatia being a director is related to Mr Amit Jatia, director and Mr Achal Jatia, director, being his sons and Ms Smita Jatia, director being his son's wife. Similarly,the other above mentioned directors are related inter se to each other. None of the Independent Directors of the Company are related to each other.
The criteria for making payments to non-executive directors appear in Annexure II to the Board's Report.
Detail of the number of shares held by non-executive directors also appear in Clause IV (v) of Annexure III to the Board's Report.
Policy for determining 'material' subsidiaries
The Company has formulated a policy for determining 'material' subsidiaries as defined in Clause 49 of the Listing Agreement. This Policy has been posted on the Company's website at the web link: http://www. westlife.co.in/web/compliance.aspx
Policy for determining materiality of related party transactions
The Company has formulated a policy for determining materiality of related party transactions as defined in Clause 49 of the Listing Agreement. This Policy has been posted on the Company's website at the web link: http://www.westlife.co.in/web/corporate_gov_ report.aspx.
CEO and CFO Certification
As required under Clause 49 IX of the Listing Agreement, Mr Amit Jatia, Chief Executive Officer (CEO) and Mr Suresh Lakshminarayanan, Chief Financial Officer (CFO) of the Company have certified to the Board regarding the Financial Statements for the year ended 31st March, 2015. The Certificate is annexed as Annexure I to this Report.
A certificate from Mr Shailesh Kachalia, a practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed to this Report as Annexure II.
Role of the Company Secretary in overall governance process
The Company Secretary plays a key role in ensuring that the Board (including committees thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. He interfaces between the management and the regulatory authorities for governance matters.
Management Discussion and Analysis Report
A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report under the heading 'Management Discussion and Analysis'.
a) All related party transactions have been entered into in the ordinary course of business and were placed periodically before the audit committee in summary form. No materially significant related party transactions that might have potential conflict with the interests of the Company took place during the year.
b) All applicable Accounting Standards mandatorily required have been followed in preparation of the financial statements.
c) The Company has made disclosures in compliance with the Accounting Standard on "Related Party Disclosures" in Note No. 20 of the Standalone Financial Statement which form part of this Annual Report.
d) There was no money raised through public issue or rights issue etc.
e) The Directors did not receive any remuneration from the Company during the year, except sitting fee for attending meetings of the Board and its Committees.
f) All pecuniary relationships or transactions of the directors' vis-a-vis the Company have been disclosed in Notes to the Accounts for the year which are being circulated to members along with this Report.
g) There were no financial/commercial transactions by the Senior Management Personnel as defined in Clause 49 of the Listing Agreement where they have personal interest that may have a potential conflict with the interests of the Company requiring disclosures by them to the Board.
h) Compliance reports of applicable laws are periodically reviewed by the Board of Directors. The Company is in compliance with all applicable laws. No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years.
i) The Company has established a whistle blower policy and no personnel have been denied access to the Audit Committee.
j) Relevant details of director(s) proposed to be appointed are furnished in the Notice of the 32nd Annual General Meeting being sent along with the Annual Report.
The Company's quarterly financial results are submitted to the BSE Ltd within the prescribed time-period in a form so as to enable the Exchange to put the same on its own website. In addition, the Company displays such quarterly results on its website www.westlife.co.in. The quarterly results are also published in Free Press Journal (English) and Navshakti (Marathi) newspapers.
The Company issues press releases as and when an occasion arises. The presentations made to institutional investors/analysts, if any, are made available on the Company's website.
General Shareholder Information
(i)Annual General Meeting to be held
Date : 24th September, 2015
Time : 3.00 p.m.
Venue : Tower-1, 5th Floor, Indiabulls Finance Centre, Senapati Bapat Marg,Elphinstone Road, Mumbai - 400 013
ii) Financial Year:
1st April, 2014 - 31st March, 2015
iii)Date of Book Closure:
21st September, 2015 to 24th September, 2015 (both days inclusive)
iv) Dividend Payment Date:
No dividend is being recommended
v) The Company's shares are listed on the Bombay Stock Exchange
(Stock/Scrip Code: 505533)
(vi) Registrars & Transfer Agent:
Sharepro Services (India) Pvt. Ltd
13 AB, Samhita Warehousing Complex, 2nd Floor, Near Sakinaka Telephone Exchange Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai 400 072
(vii) Share Transfer System:
As on 31st March, 2015, the entire paid-up equity capital of the Company is in dematerialised form. Trading in Ordinary (Equity) Shares of the Company through recognised Stock Exchanges is permitted only in dematerialised form.
(viii) Dematerialisation of shares:
As on 31st March, 2015, 155,533,595 shares comprising 100% of the Company's paid-up capital were held in dematerialized form under INE 274F01020.
(ix) The Company has not issued or does not have any outstanding GDRs/ ADRs/ Warrants or any convertible instruments.
(xi) Plant Location:
The Company is a trading company and does not have any plant.
(xii) Addresses for correspondence:
Shareholders' correspondence may be addressed to any of the following addresses:
1. Sharepro Services (India) Pvt. Ltd
13 AB, Samhita Warehousing Complex,2nd Floor, Near Sakinaka Telephone Exchange
Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai 400 072
2. Westlife Development Ltd
1001, Tower-3, 10th Floor, Indiabulls Finance Centre Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013.
(xiii) Compliance with mandatory requirements:
Your Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement including Annexure XII thereof, relating to Corporate Governance.
(xv) Compliance with non-mandatory requirements:
Your Company has not adopted the non-mandatory requirements as specified in Annexure XIII of the said Clause 49.