REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Your Company's philosophy on Corporate Governance aims to attain the highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land. It is directed in such a way that it performs effectively keeping in view customers and its business, employees and long term interest of the stakeholders. Your Company is committed to good Corporate Governance and continuously reviews various investors' relationship measures with a view to enhance stakeholders' value. Your Company within its web of relationships with its borrowers, shareholders and other stakeholders has always maintained its fundamental principles of Corporate Governance-that of integrity, transparency and fairness. For your Company, Corporate Governance is a continuous journey, seeking to provide an enabling environment to harmonize the goals of maximizing the shareholders' value and maintaining a customer centric focus.
Your Company maintains that efforts to institutionalize Corporate Governance practices cannot solely rest upon adherence to a regulatory framework. Your Company's Corporate Governance compass has been its newly adopted business practices, its values and personal beliefs, reflected in actions of each of its employees.
Your Company believes that while an effective policy on Corporate Governance must provide for appropriate empowerment to the executive management, it must also create a mechanism of internal controls to ensure that powers vested in the executive management are properly used with appropriate consideration and responsibility so as to fulfill the objectives of the Company.
The Board of Directors fully support and endorse Corporate Governance practices as per the provisions of the Listing Regulations as applicable from time to time. Your Company takes proactive approach and revisits its governance practices from time to time so as to meet business and regulatory approach. The Corporate Governance structure in your Company is based on an effective independent Board, the separation of the Board's supervisory role from the executive management and constitution of Board Committees primarily focused on independent Directors and chaired by independent Directors to oversee the critical areas.
2. BOARD OF DIRECTORS
Your Company has a broad-based Board of Directors constituted in compliance with the terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with best practices in Corporate Governance. The Board of Directors of your Company comprises Executive and Non-Executive Directors; the latter include independent professionals who are also Independent Directors.
In accordance with the governance policy, Directors are eminent professionals with experience in business /finance / management. Managing Director and Executive Director are appointed /re-appointed with the approval of shareholders for a period of three years or for a shorter duration as the Board deems fit from time to time. All Directors other than Independent Directors, Managing Director and Executive Director are liable to retire by rotation. One-third of the Directors retire by rotation every year and are eligible for re-election. In terms of the Articles of Association of the Company, as amended, the strength of the Board shall not be less than three or more than twelve. The present strength of the Board of Directors is seven, of which two are Executive Directors.
The Board comprises of seven Directors, two of whom are Managing Director & Executive Director and rests are Non-Executive Directors. The Directors are eminently qualified and have rich experience in business, finance and corporate management. The Independent Directors do not have any pecuniary relationship or transaction with the Company, promoters or management, which may affect their judgments in any manner. The day-to- day management of your Company vests with the Managing Director and the Executive Director subject to the superintendence, control and direction of the Board of Directors.
The policy formulation, evaluation of performance and the control function vest with the Board, while the Board Committee oversees the operational issues. The Board meets at least once in a quarter to consider inter alia the quarterly performance of your Company and financial results. The Directors attending the meeting actively participate in the deliberations at the meetings.
3. COMMITTEE OF THE BOARD
Presently, there are six Committees of the Board- (1) Audit Committee, (2) Nomination and Remuneration Committee, (3) Stakeholders Relationship Committee, (4) Corporate Social Responsibility Committee (5) Share Transfer Committee and (6) Risk Management Committee.
The terms of reference of Board Committees are determined by the Board from time to time. Meetings of each Board Committee are convened by Committee Chairman. Minutes of Board Committee Meetings are placed at the Board for information. The respective roles and compositions of these Committees, including the number of meetings held during the financial year and the related attendance are provided below:-
I. Audit Committee
The Audit Committee provides general direction and oversees the audit and risk management function in the Company. It carries out periodic review of accounting policies and internal control systems, reviews the quality of internal and management audit reports, ensures the reliability of financial and other management information and adequacy of disclosures; it also acts as an interface between the Statutory and the Internal Auditors and the Board of Directors.
The terms of reference of the Audit Committee are in line with Part C of Schedule II of Regulation 18(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.
The terms of references of Audit Committee include the followings:
• Overseeing Company's financial reporting process and disclosures of its financial information.
• Recommending appointment or removal of the Statutory Auditors, fixing of audit fees and approving payments for any other services.
• Reviewing with the management the quarterly and annual financial statements with primary focus on:
a) Matters to be included in the Directors' Responsibility Statement comprised in the Board Report in terms of Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013.
b) Accounting policies and practices.
c) Compliance with Accounting Standards.
d) Accounting- based on exercise of judgment by management.
e) Qualification in the draft Audit Report.
f) Compliance with Listing Regulations and other legal requirements concerning financial statements.
g) Significant adjustments arising out of audit.
h) The going concern assumptions.
i) Related party transactions.
• Reviewing with the Management, the Internal and the Statutory Auditors the adequacy and compliance of internal control systems.
• Reviewing Company's financial and risk management policies.
• Reviewing the Internal Audit functions and reports and major findings of the Internal Auditors.
• Pre-audit and post-audit discussions with the Statutory Auditors to ascertain the area of concern.
The Audit Committee comprises of three Non-Executive Directors, and one Executive Director. All the Non-Executive Directors are Independent Directors. Members of the Committee are financially literate and have accounting and financial management expertise. The General Manager (Finance) and Company Secretary acts as the Secretary to the Committee. The Managing Director and the representatives of the Internal and the Statutory Auditors are permanent invitees to the Audit Committee Meeting.
II. Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of Mr. S.N.Roy (Chairman), Mr. Binaya Kapoor and Mr. V. N. Agarwal. The terms of reference of the Nomination and Remuneration Committee primarily cover formulation of criteria for determining the qualifications, positive attitudes and independence of Directors, recommend to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees. Identify the persons who are qualified to become Director and who may be appointed as Senior Management Personnel in accordance with criteria laid down and recommend to the Board for their appointment and removal and to carry out evaluation of performance of every Director. Fixation of remuneration, gradation, scales, perquisites, increments etc. of the Managing Director and the Executive Director.
The remuneration of the Managing Director/ Executive Director is determined by the Board of Directors within the statutory limits subject to the Shareholders approval and on the basis of recommendations of the Nomination and Remuneration Committee.
During the Financial year 2015-16, one Remuneration Committee Meeting was held on 29th January, 2016..
The criteria for performance evaluation of Independent Directors as laid down by Nomination and Remuneration Committee are furnished below:
Criteria for performance evaluation of Independent Directors
a) Updated on skills, knowledge, familiarity with the Company and its business.
b) Acts objectively and constructively while exercising duties.
c) Participates in development of strategies and risk management.
d) Committed to the fulfillment of a director obligations and fiduciary responsibilities- these include participation and attendance.
e) Demonstrates quality of analysis and judgment related to progresses and opportunities and need for changes.
f) Contributes towards and monitor Company's Corporate Governance Practice.
g) Keeps well informed about the Company and the external environment in which it operates.
h) Does not unfairly obstruct the functioning of an otherwise proper Board or Committee of Board.
i) Pays sufficient attention and ensures that adequate deliberations are held before approving the Related Party Transactions.
j) Contributes adequately to address the top management issues.
k) Acts within authority and assists in protecting the legitimate interests of the Company, its Shareholders and its employees.
l) Ensures that vigil mechanism has been properly implemented and monitored.
m) Reports concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.
n) Does not disclose confidential information, commercial secrets, technologies, unpublished price sensitive information unless such disclosure is expressly approved by the Board or required by law.
o) Attendance at the General Meeting of the Company.
The Non-Executive Directors draw remuneration from the Company by way of sitting fees for attending the Meetings of the Board and its Committees. The fees are determined by the Board from time to time within the statutory guidelines. However, Non-Executive Directors as a whole are entitled to receive commission not exceeding 1% of Net Profit of the Company in lieu of their services to the Company.
III. Stakeholders Relationship Committee
The Stakeholders Relationship consists of Mr. S.N.Roy (Chairman), Mr. Prakash Agarwal and Mr. K.K.Ganeriwala. The Committee meets in every quarter and looks into the various issues relating to Shareholders'/ Investors grievances' including redressal of their complaints regarding transfer of shares in physical form, non-receipt of Annual Report, non- receipt of dividend warrants etc. During the financial year ended 31st March, 2016, 4 Nos. of Investors' complaints / queries were received altogether and no complaint / query was pending for redressal as on 31st March, 2016. Mr. U. Chakravarty, General Manager (Finance) and Company Secretary acts as Secretary to the Committee.
IV. SHARE TRANSFER COMMITTEE
The Committee consists of Mr. S.N.Roy (Chairman), Mr.P.Agarwal and Mr. Mr.K.K.Ganeriwala. The Committee usually meets at least once in every month that approves and monitors transfers, transmission, rematerialisation, sub-division and consolidation of securities in physical form and issue of new and duplicate Share Certificates by your Company. There was no transfer of shares pending for registration as on 31st March, 2016 and all the transfers were registered within 15 days from the date of valid lodgement.
V. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Committee consists of Mr. Utpal Kumar Mukhopadhyay (Chairman), Mr. Prakash Agarwal and Mr. K.K. Ganeriwala. The terms of reference of the Corporate Social Responsibility Committee basically cover formulation of a Corporate Social Responsibility Policy of the Company which shall indicate the activities to be undertaken by the Company as specified in Scheduled VII to the Companies Act, 2013 and recommend the same to the Board for adoption. Recommend the amount of expenditure to be incurred on the activities as specified in the Policy and monitor Corporate Social Responsibility Policy of the Company from time to time. During the year three meetings were held on 10th August,2015, 5th November,2015 and 29th January,2016.
VI RISK MANAGEMENT COMMITTEE
The Committee consists of Mr. P.Agarwal (Chairman), Mr. S.N.Roy and Mr. K.K.Ganeriwala. During the year one meeting was held on 29th January 2016 though it is not mandatory on the part of the Board to constitute this committee as provisions of Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 do not apply to the Company.
The Committee was basically entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprises wide risk management framework and ensuring that all the risks that the organization faces have been assessed and identified and there exists adequate risk management infrastructure capable of addressing those risks.
Mr.U.Chakravarty, General Manager (Finance) and Company Secretary has been designated as the Compliance Officer of the Company. Investors may contact Mr. U. Chakravarty at e-mail ID email@example.com for registering their complaints and also to take necessary follow-up action.
4. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors held a Meeting on 29th January, 2016 without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at the meeting. The following issues were discussed at length.
(i) Reviewed the performance of Non-Independent Directors and the Board as a whole;
(ii) Reviewed the performance of the Chairperson of the Company, taking into account views of Executive Directors and Non-Executive Directors;
(iii) Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
5. TRAINING OF INDEPENDENT DIRECTORS
Whenever new Non-Executive and Independent Directors are inducted in the Board, they are introduced to Company's culture through appropriate orientation session and they are also introduced to the organization structure, company's business model, constitution Board procedures, major risks and management strategy. Detailed discussions held at the Board Meetings as to the status of operations and financial position of the Company provides a thorough input to the Independent Directors to assess the status and overall position of the Company. Besides Code for the Independent Directors as envisaged in the Schedule IV to the Companies Act, 2013, makes them familiar as to their roles, duties and responsibilities in the Company.
The Company had issued formal letter of appointment to the Independent Directors as provided in the Companies Act, 2013. The letters of appointment can be accessed to the Company's website at www.wpil.co.in under Investors Services.
6. BOARD PROCEDURE
The Members of the Board have been provided with the requisite information as provided in Part A of Schedule II of Regulation 17(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 well before the Board Meeting and the same were dealt with appropriately.
All the Directors who are in various committees are within the permissible limits as stipulated in Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Directors have intimated from time to time about their Memberships/Chairmanships in the various Committees in other Companies.
i) Save and except what has been disclosed under Note 27(i) forming part of the Financial Statements of your Company for the Financial year ended 31st March, 2016, there was no materially significant related party transaction, which may have potential conflict with the interests of your Company at large.
ii) Your Company has complied with all the requirements including the provisions of Clause 49 of the Listing Agreements with Stock Exchanges as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations ,2015. Consequently no penalties were imposed or strictures passed against the Company by SEBI, or any other Regulatory Authorities during last three years.
iii) Your Company follows a well laid out Code of Conduct and Business Ethics, which is applicable to all the Members of the Board and Senior Management of the Company up to the level of General Manager. The Code lays down the standards of business conduct, ethics for transparent Corporate Governance. The Members of the Board and Senior Management of the Company adhere to this principle and have agreed to abide them by agreeing to affix their signatures on the same.
iv) Your Company is in compliance with the requirements of the Corporate Governance, which reflects in this report. The particulars of compliance status can be accessed to the Company's website at www.wpil.co.in under Investors Services.
v) Except Mr. Binaya Kapoor holding 87 Nos. Ordinary Shares, no other Non-Executive Directors held Equity Shares of the Company as on 31st March, 2016
Annual General Meeting to be held
(A) Day : Friday
(B) Date : 12th August, 2016
(C) Time : 10.00 A.M.
(D) Venue : "Kala Kunj", Kalamandir (Basement) 48, Shakespeare Sarani, Kolkata-700 017
II. Calendar for Financial Results for the Financial year 2016-17
1st Quarter ending 30th June, 2016 : Before the end of 14th August, 2016
2nd Quarter and Half-year ending 30th September, 2016 :Before the end of 14th November, 2016
3rd Quarter ending 31st December, 2016 : Before the end of 14th February, 2017
4th Quarter and Annual Results for the year ending 31st March, 2017 : Before the end of 30th May, 2017
III. Dates of Book Closure (both days inclusive) : 6th August, 2016 to 12th August, 2016
IV. Dividend payment date about
The dividend warrants will be posted on or around 19th August, 2016.
V. Name of the Stock Exchanges at which Ordinary Shares are listed and Scrip Code assigned to the Company's shares at the respective Stock Exchange
The Ordinary Shares of your Company are listed at the following Stock Exchanges :
i) Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Tower, Fort, Dalal Street, Mumbai-400 001. Scrip Code: 505872
ii) The Calcutta Stock Exchange Limited, 7, Lyons Range, Kolkata-700 001. Scrip Code: 10033117
VI. Payment of Listing Fees
Your Company has paid the Listing Fees for the Financial Year 2016-17 to both the Stock Exchanges.
VII. ISIN Number for NSDL and CDSL : INE765D01014
X. Share Transfer System
The Share transfers in physical form are at present processed and the Share Certificates are returned, duly transferred in favour of the transferee within 15 days from the date of receipt subject to all documents being in order. The Share Transfer Committee of Directors usually meets once in every month to consider the transfer proposal in physical form
XII. Dematerialization of Shares
Your Company's Shares are under transfer-cum-demat option. The Shareholders have the option to hold the Company's Shares in demat form through the National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL).
At Present 97.78% of the Company's Shares are held in electronic form and the Company's shares can only be traded in compulsory demat segment in the Stock Exchanges.
XIII. Outstanding GDRs/ADRs/Warrants or any convertible instruments conversion dates and like impact on Equity.
XIV.Plant Locations :
Not applicable as your Company has not issued any GDRs/ADRs.
a) 22, Ferry Fund Road Panihati, Sodepur Kolkata-700 114 180/176, Upen Banerjee Road Kolkata-700 060
b) A-5, Sector 22, Meerut Road Ghaziabad-201 003 Uttar Pradesh
d) Biren Roy Road (West) Ganipur, Maheshtala
c) 24 Parganas (South) PIN : 743 352
e) Plot No. A-1-2, A-1-1A-1/P/1/CMIDC, Butibori Industrial Area, Nagpur-441122, Maharashtra
XV. Address for Correspondence with the Company :
Your Company attended to all Investors' Grievances/ queries/information requests and had replied to all letters received from the Shareholders within a week of receipt thereof.
All Correspondences may please be henceforth addressed to the Registrar and Share Transfer Agent at the following address.
MCS Share Transfer Agent Limited, 12/1/5, Manoharpukur Road, Ground Floor, Kolkata-700026 Phone No. (033) 4072-4051-53 Fax No. (033) 4072-4050 E-mail : firstname.lastname@example.org
Person to be contacted: Mr. Partha Mukherjee
In case any Shareholder is not satisfied with the response or does not get any response within reasonable time from the Registrar and Share Transfer Agent, he may contact Mr. U.Chakravarty, General Manager (Finance) and Company Secretary and Compliance Officer at phone No. (033) 3021-6800/6813 or communicate at E- Mail ID. email@example.com or through letter to the address of Registered Office of the Company.
Registered Office :
WPIL Limited Trinity Plaza, 3rd Floor 84/1A, Topsia Road (South) Kolkata-700 046 Phone No. (033) 3021-6800, 3021-6808 Fax No. (033) 3021-6835
The above Report has been placed before the Board at its meeting held on 26th May, 2016 and the same has been approved.
Date: 26th May, 2016
Place: Trinity Plaza, 3rd Floor 84/1A, Topsia Road (South) Kolkata-700 046