REPORT ON CORPORATE GOVERNANCE
Sound Corporate Governance practices are guided by culture, conscience and mindset of an organization and are based on principles of openness, fairness, professionalism, transparency and accountability with an aim to build confidence of its various stakeholders and paving way for its long-term success. Achievement of excellence in good Corporate Governance practices requires continuous efforts and focus on its resources, strengths and strategies towards ensuring fairness and transparency in all its dealings with its stakeholders including society at large.
COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
At Zandu, corporate governance has always been a focal point of attention with emphasis on the complete well-being of all constituents. Good corporate governance encompasses law, procedures, practices and implicit rules that determine the management's ability to take sound and informed business decisions vis-a-vis all its stakeholders i.e. shareholders, creditors, employees and the State. The Company's philosophy on corporate governance envisages attainment of the highest level of transparency, accountability, integrity and equity in all facets of its operations and in its interaction with stakeholders.
The Board of Directors of your Company is responsible for and committed to sound principles of Corporate Governance in the Company. The Board plays a pivotal role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board. We keep our governance practices under continuous review and benchmark ourselves to the best practices across the globe.
BOARD OF DIRECTORS
Composition of Board of Directors
The Company has an optimum composition of Board of Directors in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges. The Board, as on 31st March, 2015, consists of 5 Directors out of which 4 Directors are Independent Directors.
Board Meetings & Procedure
The Board ensures that the Company's reporting and disclosure practices meet highest standards of Corporate Governance and that the business practices followed by the Company are oriented towards meeting obligations towards various stakeholders and enhancing shareholders value.
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from normal business. The Agenda of the meeting is circulated well in advance to the Board members backed by comprehensive background information to enable them to take appropriate decisions. In addition to the information required under Annexure X to the Revised Clause 49 of the Listing Agreement, the Board is also kept informed of major events wherever necessary.
Number and dates of Board Meetings held during the year
Six Board meetings were held during the financial year on 21st May, 2014, 14th August, 2014, 30th September, 2014, 12th November, 2014, 13th February, 2015 and 31st March, 2015. Details of board meetings held during the financial year and the number of Directors present are listed below:
COMMITTEES OF THE BOARD
The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles, as a part of good governance practice. The minutes of the meetings of all the Committees are placed before the Board for review.
The Board has currently established the following statutory and non-statutory Committees:
Stakeholders' Relationship Committee Business Re-organisation/Re-structuring Committee Corporate Social Responsibility Committee Nomination & Remuneration Committee
The Committee's composition and its terms of reference meet the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Audit Committee is empowered, pursuant to its terms of reference, inter-alia, to:
Investigate any activity within its terms of reference
Seek information from any employee
Obtain outside legal or other professional advice
Secure attendance of outsiders with relevant expertise, if it considers necessary Have full access to information contained in the records of the Company.
The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process and inter alia performs the following functions:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment, remuneration, terms of appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013 (clause (2AA) of Section 217 of the Companies Act, 1956)
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report.
5. Examination of financial statements and the auditors' report thereon.
6. Approval or any subsequent modification of transactions with related parties.
7. Scrutiny of inter-corporate loans and investments.
8. Valuation of undertaking or assets of the Company, wherever necessary.
9. Reviewing, with the management, the quarterly financial statements before submission to the board for approval
10. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
11. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process.
12. Reviewing, with the management, performance of internal auditors, and adequacy of the internal control systems.
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
16. Evaluation of internal financial controls and risk management systems.
17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
19. To review the functioning of the Whistle Blower Mechanism.
20. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
During the financial year ended 31st March 2015, Audit Committee met 4 times on May 21, 2014, August 14, 2014, November 12, 2014 and February 13, 2015. The details of the number of meetings held and attendance of the directors thereat is given herein below:
Stakeholders' Relationship Committee
The Committee was re-named as Stakeholders' Relationship Committee on May 21, 2014 to align with the requirements of Section 178 of the Companies Act, 2013. The composition and the terms of reference of the Committee meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013. The Company Secretary acts as Secretary to the Committee
During the period under review, only 1 meeting was held on 24th December, 2014. All the then members of the Committee except Mr. Amar Bhalotia were present at the said meeting. Mr. Amar Bhalotia ceased to be a member of the Committee w.e.f. February 13, 2015.
The Committee looks into redressal of Shareholders'/Investors' complaints like transfer of shares, non-receipt of declared dividend, non-receipt of annual report etc., besides complaints from SEBI, Stock Exchange and Registrar of Companies etc
Mr. Anand R. Mundra resigned from the office of Company Secretary w.e.f March 31, 2015. The Board in its meeting held on March 31, 2015 appointed Mr. Sandeep Jhunjhunwala as the Compliance Officer of the Company for complying with the requirements of Securities Laws and Listing Agreements with the Stock Exchanges.
Business Re-organisation/Restructuring Committee
The Company Secretary acts as Secretary to the Committee.
During the year under review, no meeting of this Committee was held.
Corporate Social Responsibility Committee
The Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors in their meeting held on May 21, 2014 in accordance with the requirements of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014.
The composition and the terms of reference of the Committee meet with the requirements of the Companies Act, 2013. The Company Secretary acts as Secretary to the Committee.
Terms of Reference of the Committee, inter alia, includes the following:
• To formulate and recommend to the Board, a Corporate Social Responsibility ("CSR") Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule-VII of the Act;
• To recommend the amount of expenditure to be incurred on the CSR activities in a financial year;
• To monitor the CSR Policy of the Company from time to time;
• To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company;
• Any other matter/thing as may be considered expedient by the members in furtherance of and to comply with the CSR Policy of the Company;
• To carry out any other function as is mandated by Board from time to time and/or enforced by any statutory notification or modification as may be necessary or appropriate for performance of its duties.
The Committee was constituted by the Board of Directors in their meeting held on May 21, 2014 in terms of section 178 of the Companies Act, 2013. The composition and the terms of reference of the Committee meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.
Mr. Amar Bhalotia ceased to be a member of the Committee w.e.f. February 13, 2015. The Company Secretary acts as Secretary to the Committee.
Terms of Reference of the Committee, inter alia, includes 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 removal;
• To formulate criteria for and carry out evaluation of Independent Directors and the Board;
• To formulate 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 device a policy on Board diversity;
• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification or modification as may be applicable;
During the year under review, only 1 meeting was held on 13th February, 2015. All the then members of the Committee except Mr. Amar Bhalotia were present in the meeting.
The success of the organization in achieving good performance and good governing practices depends on its ability to attract and retain individuals with requisite knowledge and excellence as executive and non-executive directors.
The Remuneration Policy of the Company is attached as Annexure 2 to the Board's Report
INDEPENDENT DIRECTORS' MEETING
During the period under review, Independent Directors met on 30th March, 2015, inter-alia, to discuss:
a) Evaluation of the Performance of the Independent Directors and Board of Directors as a whole;
b) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to perform its duties effectively and reasonably.
All the Independent Directors were present in the meeting
1. Related party transactions:
All contracts with our affiliates entered into during the said period have no potential conflict of interests of the Company at large and are being carried out at an arm's length at fair market value.
Details of such transactions as per requirement of Accounting Standard 18 are disclosed in Note No. 21 to the Financial Statements.
2. Details of non-compliance by the Company:
There has been no non-compliance and no strictures/penalties have been imposed on the Company by the Stock Exchanges or the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related to capital markets during the last three years.
3. Accounting treatment in preparation of financial statement:
The financial statements have been prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and the provisions of the Act (to the extent notified)
4. Whistle Blower Policy:
The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The said policy may be referred to, at the Company's website at the weblink: <http://www.emamirealty.com/policy> zandu.php.
None of the officials/personnel of the Company has been denied access to the Audit Committee. The Vigilance Officer / Chairman of Audit Committee has not received any complaint during the financial year ended 31st March, 2015.
5. Compliance with Clause 49 of the Listing Agreement:
The Company has complied with the mandatory requirements of the Clause 49 of the Listing Agreement. The Company has adopted the following non-mandatory requirements of Clause 49 of Listing Agreement:
i. Audit Qualification :
The Company is in the regime of unqualified financial statements.
ii. Reporting of Internal Auditor :
The Internal Auditor directly reports to the Audit Committee
CODE OF CONDUCT
The Board has laid down the Code of Conduct for its Members and designated Senior Management Personnel of the Company. The Code has been posted on the Company's website www.emamirealty.com All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct.
In terms of requirement of Clause 49(IX) of the Listing Agreement, CEO/CFO of the Company have certified to the Board regarding financial statements for the year ended March 31, 2015.
MEANS OF COMMUNICATION
i) Publication of results: The Company publishes its quarterly and annual results in newspapers such as "Financial Express", "Ek Din" and "EI Samay". The same are also submitted to the Stock Exchanges.
ii) News, Releases etc.: The Company has a website www.emamirealty.com and all vital information relating to the Company and its performance including financial results are regularly posted on the Company's website.
iii) During the year under review, the Company did not make any presentation to institutional investors or to analysts.
GENERAL SHAREHOLDER INFORMATION
i. AGM Details
Date September 09, 2015
Time 3.15 P.M.
Venue Emami Tower, 687 Anandapur, E. M. Bypass, Kolkata 700 107
ii. Financial Calendar
Financial year - 1st April, 2015 to 31st March, 2016 Financial Reporting for the Year 2015-16:
Unaudited Financial Results (1st Quarter) :Q.E. 30.06.2015 : On or before August 14, 2015
Unaudited Financial Results (2nd Quarter) : Q.E. 30.09.2015 : On or before November 14, 2015
Unaudited Financial Results (3rd Quarter) : Q.E. 31.12.2015 : On or before February 14, 2016
Audited Financial Results (4th Quarter/Annual) : Y.E. 31.03.2016 : On or before May 30, 2016
* Tentative and subject to change.
iii. Book closure Dates : September 03, 2015 to September 09, 2015 (Both days inclusive)
iv. Dividend Payment Date : Not Applicable
v. Listing on Stock Exchanges
: BSE Limited (BSE)
National Stock Exchange of India Ltd. (NSE)
The listing fees for financial year 2015-16 to BSE & NSE have been paid.
vi. Stock Code : Trading symbol BSE Limited - 506720 NSE - ZANDUREALT
Demat ISIN No. : ISIN No. : INE719A01017
Corporate Identity No. : L24239WB1919PLC136397
ix. Registrar and Share Transfer Agent and Share Transfer System:
The Company's share transfers are handled by Maheshwari Datamatics Pvt. Ltd., Registrar and Transfer Agents (RTA).
Maheshwari Datamatics Pvt. Ltd.
6, Mangoe Lane, 2nd Floor Kolkata - 700 001 Tel No.: (033) 2243 5809 / 5029 Fax No.: (033) 2248 4787 Email Id : firstname.lastname@example.org
x. Share Transfer System:
The shares received in physical mode by the Company/RTA are transferred expeditiously provided the documents are complete and shares under transfer are not under dispute. Confirmation in respect of the request for dematerialization of shares is sent to respective depositories - National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) within stipulated period.
xii. Dematerialization of shares and liquidity:
As on 31st March 2015, 7,77,804 shares of the Company, aggregating to 96.45% of the paid up share capital of the Company was held in demarterialised form with the NSDL and CDSL.
xiii. Outstanding convertible instruments, conversion date and likely impact on equity:
The Company has not issued any GDRs/ADRs/Warrants or any Convertible instruments.
xiv. Plant Locations: Not Applicable
xv. Address For Correspondence:
For any assistance, queries regarding transfer or transmission of shares, dematerialization, non-receipt of dividend, non-credit of shares in demat account and any other query relating to the shares of the Company and Annual Report, the shareholders may write to the following:
(i) Zandu Realty Limited Emami Tower, 2nd Floor 687, Anandapur E.M. Bypass Kolkata - 700 107 Tel No. : (033) 6613 6264 Fax No. : (033) 6613 6249 E-mail : email@example.com
(ii) Registrar and Share Transfer Agent Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor Kolkata - 700 001 Tel No. : (033) 2243 5809 / 5029 Fax No. : (033) 2248 4787 E-mail : firstname.lastname@example.org