(As required under the Revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges)
1. Company's Philosophy on Corporate Governance
The Board of Directors and the Management commit themselves and your Company to:
• Transparency, professionalism and accountability in all dealings with customers, employees, shareholders and other stakeholders.
• Striving for larger shareholder participation in all its endeavours with an effective mechanism to redress their grievance.
• Abiding by sound corporate governance principles as enunciated in Clause 49 of the Listing Agreement as well as general practise.
• Being a responsible and socially committed corporate citizen.
2. Board of Directors
As on 26th June 2015, the Board has inducted Mr.K.Rajasekar and Ms.Hema Pasupatheeswaran as Additional Directors.
Six Meetings of the Board were held during the year under review on 29/11/2014,17/12/2014, 24/12/2014, 24/01/2015, 13/02/2015 and 27/03/2015. All the Board Meetings held were prescheduled taking into account the convenience of all the Directors. The Agenda of the Board Meeting covers all important and critical information pertaining to the Company.
The last Annual General Meeting was held on 27th March 2015.
3. Selection of Independent Directors
Eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are considered by Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The details for the appointment of Independent Directors are available in the Company's website www.wsindustries.in/KYC
4. Familiarization programs for Board Members
The Board members are provided with necessary documents, reports and internal policies to enable them to become familiar with the Company's procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the Company's business segments were made at the separate meetings of the Independent Directors held during the year.
5. Meetings of Independent Directors
The Company's Independent Directors meet separately atleast once in every Financial Year. One formal and several informal meetings were held during the year under review to discuss matters pertaining to the Company's affairs.
6. Code of Conduct
The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law.
A copy of the Code is available on the Company's website www.wsindustries.in/KYC The Code has been circulated to Directors and Management Personnel, and compliance is affirmed by them annually. A declaration signed by the Company's Chairman is published in this Report.
7. Board Committees
Mr.G.Balasubramanyan - Chairman (wef 14/08/2015)
Nomination & Remuneration Committee
Mr. K.Raman - Chairman Mr.G.Balasubramanyan Mr.V.Srinivasan
Stakeholders' Relationship Committee
Risk Management Committee
The Risk Management responsibilities have been delegated to the Audit Committee.
9. Procedure at Committee Meetings
The Company's guidelines relating to Board meetings are applicable to Committee meetings as relevant. Each Committee has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist in its function. Minutes of proceedings of Committee meetings are circulated to the Directors and placed before Board meetings for noting.
10. Committees and their terms of reference
i. Audit Committee Terms of reference
TheAuditCommitteeofyourCompanyfunctionsunderthemandatestipulated under Clause 49 of the ListingAgreementand the Companies Act, 2013, which includes reviewing and taking corrective actions as and when required, in consultation with the Internal Auditors. The Internal Auditor submits his reports to the Audit Committee.
The Committee's scope includes the following:
• Critically examining your Company's Financial Reporting process and disclosure of Financial Information to ensure the adequacy and credibility of the Financial Statements.
• Reviewing with Management and Auditors, the Quarterly, Half-yearly and Annual Financial Statements before their submission to the Board.
• Reviewing the adequacy of internal control systems, findings of Internal Audit and the actions taken thereof.
ii. Nomination and Remuneration Committee
This Committee was constituted to comply with the requirement under Section 178 (1) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.
Terms of reference
The Committee's terms of reference are in compliance with provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement, which broadly include the following:
• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal
• To carry out evaluation of every Director's performance
• To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees
• To formulate the criteria for evaluation of Independent Directors and the Board
• To devise a policy on Board diversity
• To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria.
The Remuneration Committee determines and recommends to the Board, the quantum of remuneration including incentives and perquisites payable to Wholetime Directors.
The details of remuneration paid to the Directors for the 6 months period ended together with the shareholding details of the non-executive Directors as on 31 st March 2015 are as under:
iii. Stakeholders Relationship Committee
This Committee was constituted in accordance with the provisions of Section 178 (5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Terms of reference broadly include:
• Oversee and review all matters connected with the transfer of the Company's securities
• Approve issue of the Company's duplicate share certificates
• Consider, resolve and monitor redressal of investors' / shareholders' / security holders' grievances related to transfer of securities, non-receipt of Annual Report, etc.
• Oversee the performance of the Company's Registrars and Transfer Agents
• Recommend methods to upgrade the standard of services to investors
• Monitor implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading
• Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable
• Perform such other functions as may be necessary or appropriate for the performance of its duties 11. Statutory Information
All the dividends of the earlier years, which have remained unclaimed, have since been transferred to the Investor Education and Protection Fund at the expiry of the specified period(s) as required under Section 124 of the Companies Act, 2013. Details of Final Dividend of 2008 and Dividend of 2009 remaining unclaimed as on 31.3.2015 are as under:
No. of Shareholders Total unclaimed Dividend (In Rs.)
Final Dividend 2008 2025 261497.00
Dividend 2009 1704 339132.00
h. Share Transfer
• Transfers of shares held in electronic form are done through the depositories by System the share transfer agents without the involvement of your Company.
• Transfers of shares in the physical form are done once in a fortnight.
• The power to approve the transfer, transmission and other Share Certificate related matters has been delegated by the Board to Compliance Officer and her actions are ratified at the next Stakeholders' Relationship Committee Meeting.
• Certificate under Clause 47(c) of the Listing Agreement is obtained from a Practicing Company Secretary every six months confirming the transfer, transmission etc. of equity shares within 15 days of their lodgment and sent to Bombay Stock Exchange & National Stock Exchange.
• Reconciliation of Share capital Audit as stipulated by SEBI is conducted on quarterly basis reconciling the admitted equity share capital with the shares in electronic and physical form and Certificate issued in this regard by Practicing Company Secretary is forwarded to Bombay Stock Exchange & National Stock Exchange.
i. The Company complies with the SEBI (Prohibition of Insider Trading Regulation 2015 and has devised a code of conduct as applicable to the Directors, Promoters, Key Managerial Personnel, designated employees, connected persons and their immediate relatives..
16. Compliance Certificate on Clause 49 of the Listing Agreement from the Auditors
Certificate from the Company's Auditors, M/s. S.Viswanathan, Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.
17. Adoption of Mandatory requirements of Clause 49
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement.
18. Whole Time Director and CFO Certification
The Whole Time Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement.
The Whole Time Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.