REPORT ON CORPORATE GOVERNANCE
(Pursuant to Schedule V Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015)
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company believes in and practices good corporate governance. The Company creates an environment to enable the management for the efficient conduct of the business and to meet its obligations to all stakeholders.
2. BOARD OF DIRECTORS
During the year, 8 meetings of the Board of Directors were held i.e. on 27th May 2015 (11.30 A.M. & 12.30 P.M.), 12th August, 2015 (11.00 A.M. & 11.30 A.M.), 31stOctober 2015 (11.00 A.M. & 11.30 A.M.) and 12th February 2016 (11.30 A.M. & 12.30 P.M.). The maximum gap between any two meetings was less than four months. The Board was presented with all relevant and necessary information at its meetings including information as required under the listing agreement. Details of Directors seeking re-appointment at 59th Annual General Meeting are given in the Notice
3. AUDIT COMMITTEE:
During the period under review, Audit Committee headed by Mr. D. D. Trivedi comprised of three Non-Executive Independent Directors namely Mr. D. D. Trivedi, Mr. Satish Ajmera, & Mr. M. L. Bhagat and an Executive Director Mr. M. K. Khaitan, Managing Director. The terms of reference, role and powers of the Audit Committee are in line with the regulatory requirements mandated by the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 as well as the Companies Act, 2013. During the year, four meetings of the Audit Committee were held on 27th May 2015, 12th August 2015, 31st October 2015 and 12th February 2016.
Mr. D. D. Trivedi, Mr. Satish Ajmera, Mr. M. L. Bhagat and Mr. M. K. Khaitan attended 2, 4, 3 & 4 meetings respectively. The Company Secretary acts as a Secretary to the Committee.
4. NOMINATION AND REMUNERATION COMMITTEE:
During the period under review, Remuneration Committee headed by Mr. S. K. Mitra comprised of 3 Non-Executive Independent Directors namely Mr. S. K. Mitra, Mr. D. D. Trivedi and Mr. M L Bhagat. The terms of reference, role and powers of the Committee are in line with the regulatory requirements mandated by the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 as well as Companies Act, 2013. During the year, the Committee met on 27th May 2015, which was attended by Mr. S. K. Mitra and Mr. M. L. Bhagat. The criteria for evaluation of performance of Independent Directors cover the areas of Participation, Knowledge & Skills and others as recommended by the Committee.
5. REMUNERATION OF DIRECTORS:
The payments of remuneration to the Whole-time Director(s) are governed by the Company's Remuneration Policy and the respective agreement between them and the Company. The current tenure of Whole-time Director(s) namely Mr. K. K. Khaitan and Mr. M. K. Khaitan is for a period of five years with effect from 1st April, 2012 and of Mr. Devesh Khaitan, is from 1st July, 2014 to 31st March, 2017, which can be further extended by re-appointing them, subject to the approval by Members in the General Meeting. The Remuneration paid to the Whole time Directors are as per the approvals received from the Central Government. The Non-Executive Directors are being paid sitting fees as approved by the Board/Committee meetings besides reimbursement of actual travelling and out of pocket expenses. Presently, the Company does not have any scheme for grant of stock options either to the directors or employees of the Company. There was no pecuniary relationship or transactions between the Non-Executive Directors and the Company during the Financial Year 2015-16
6. STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the period under review, Stakeholders Relationship Committee headed by Mr. Satish Ajmera, comprised of two Non-Executive Directors namely Mr. Satish Ajmera and Mr. S. K. Mitra and two Executive Directors, Mr. K. K. Khaitan, Chairman cum Managing Director and Mr. M. K Khaitan, Managing Director. The terms of reference, role and powers of the Stakeholders Relationship Committee are in line with the regulatory requirements mandated by the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. During the year, the Committee met on 27th May 2015, which was attended by Mr. Satish Ajmera, Mr. S. K. Mitra and Mr. M. K Khaitan. Grievances requiring specific guidance in between the meetings are communicated to the Chairman and redressed as per his advice.
The Company has received Nil complaint during the year. All complaints, if any, are resolved / replied within reasonable time. The Company Secretary acts as the Secretary to the Committee and the Compliance Officer.
8. MEANS OF COMMUNICATION:
Annual Reports in respect of each financial year are mailed to all shareholders generally in July of each calendar year. The extract / quarterly financial results are normally published in Financial Express (English) & Aarthik Lipi (Vernacular) and are also submitted to the concerned Stock Exchanges in required format to enable them to display at their respective websites. The quarterly/annual financial statement, shareholding pattern along with the presentation on financial results and official news releases, are posted on Company website and can be viewed on www.wirefabrik.com Further, all other price sensitive and other information is sent to the Stock Exchange where shares of the Company are listed, enabling them to display the same on their website.
9. GENERAL SHAREHOLDER INFORMATION:
(a) Company Registration Details :
The Company is registered in the State of West Bengal, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L29265WB1957PLC023379.
(b) AGM: Date, Time & Venue : Tuesday, the 9th day of August, 2016 at 12.00 Noon Seminar Hall, Science City, JBS Halden Avenue, Kolkata 700 046.
(c) Financial Year : 1st April to 31st March
(d) Dates of Book closure : 3rd August, 2016 to 9th August, 2016 (both days inclusive)
(e) Listing of Stock Exchanges & Stock Code
B.S.E.LTD p.j.towers dalal street Mumbai 400 001
Stock code : 507817
The Calcutta stock exchange ass ltd 7,lyons range kilkata 700 001
Stock code : 10033008
The annual listing fee for the year 2016-17 has been paid to the above stock exchanges
(h) Registrar & Transfer Agent :
ABS Consultant Pvt. Ltd. 99, Stephen House, 6th Floor, 4, B.B D Bag (E), Kolkata-700 001 email@example.com +91 33 2230-1043 / 2243-0153
(i) Share Transfer System : Share transfers documents complete in all respects are registered and or share transfer under objections are returned within stipulated time period. (
(k) Dematerialisation of shares and liquidity :
The Equity Shares of the Company are eligible for demat by both the depositories namely NSDL & CDSL, under ISIN: INE469D01013. About 91.73% of shares were held in dematerialisation form by the shareholders of the Company, as on 31st March, 2016. The trading of the equity shares of the Company on the Stock Exchanges are under the list of compulsory delivery in dematerialization form by all investors. The shares of the Company are regularly traded at BSE.
(l) Outstanding ADR's / GDR's/Warrants / or any other Convertible Instruments : Nil
(m) Commodity Price Risk / Foreign Exchange Risk and Hedging : The Company did not engage in Hedging Activities
(n) Plant Locations : Jaipur & Jaisalmer, Rajasthan Howrah, West Bengal.
(o) Address for Correspondence & Redressal of Investor Grievances
: The Compliance Officer Wires and Fabriks (S.A.) Limited 7, Chittaranjan Avenue, Kolkata-700 072 Phone Nr.: +91 33 40124012 E-Mail: firstname.lastname@example.org
(p) Compliance officer : The Company Secretary acts as Compliance Officer of the Company.
(i) As a matter of policy, the Company does not enter into any transaction with any related party that may have potential conflict with the interests of the Company at large. The transactions with related party in normal course of business have been disclosed in the Notes forming part of Accounts.
(ii) Neither were any penalties imposed, nor were any strictures passed by Stock Exchange or SEBI or any Statutory Authority on any Capital Market related matters during the last three years.
(iii) The Company has a whistle blower policy and no employee has been denied access to the Audit Committee and / or Director in respect of his / her grievances.
(iv) The Company has complied with the mandatory requirements of the Listing Regulation. The Company has adopted various non-mandatory requirements as well, as discussed under relevant headings.
(v) The Company does not have a Subsidiary and as such no Policy for determining 'material subsidiaries was formulated.
(vi) The Company has framed Related Party Transaction Policy and is placed on the Company's website and may be referred to, at the Company's official website at <http://www.wirefabrik.com/shareholder/989521281RPTPolicy.pdf>
(vii) During the financial year ended 31st March, 2016 the Company did not engage in commodity hedging activities.