REPORT ON CORPORATE GOVERNANCE
1. Company's Philosophy on the Code of Corporate Governance:
The Company's Philosophy on Corporate Governance envisages an attainment of the highest level of transparency and accountability. It is aimed at safeguarding and adding value to the interests of various stakeholders. The Company is committed to the best Corporate Governance and continues with its initiatives towards the best Corporate Governance practices.
2. Board of Directors:
The Board of Directors of the Company comprises six members including Managing Director, a Whole Time Director and four Non-Executive Directors. Half of the Board comprises of Independent Directors. The other related information concerning the Board is given hereunder.
During the year under review, seven Board meetings were held on : 8th May, 2014, 11th July, 2014, 30th July, 2014, 29th September, 2014, 29th October, 2014, 10th February, 2015 and 10th March, 2015.
3. Retirement of Directors by rotation and re-appointment:
Mrs. Jyotsna Poddar retires by rotation and is eligible for re-appointment.
As per Clause 49 of the Listing Agreement, brief profile and information about the directors is given below:
Mrs. Jyotsna Poddar:
Mrs. Jyotsna Poddar, aged 65 years, is a Psychology Honors student from Loreto House, Kolkata.
Mrs. Poddar is a Whole Time Director of Zuari Global Limited and is also on the Board of various other Companies. A person with wide and diverse interests has been active in the management of sugar business of the Group.
Mrs. Poddar is an active social worker and she runs a private Trust - Jeewan Jyoti Medical Society, which provides free medical facilities to the economically disadvantaged and is actively involved with Adventz Foundation.
Mr. K.K. Gupta:
Mr. K.K. Gupta, aged 76, is a B.Sc. Engg. (Mech.) Graduate from Punjab University, India. He also holds an M.S. (Ind. Engg.) Degree from University of California, Berkeley, U.S.A. He has vast corporate experience of 51 years.
He was Chairman & Managing Director of Singer India Limited, a subsidiary of The Singer Company, N.V., Managing Director of Gautier India Limited and Paradeep Phosphates Limited, Executive Chairman & CEO of Singer India Limited (Brand Trading India P Limited) and Senior Regional Vice President of Singer Asia Limited.
Names of the other Companies in which Mr. K.K. Gupta is a Director as on 31st March, 2015 is given below:
Mr. N. Suresh Krishnan:
Mr. N. Suresh Krishnan, aged 50, assumed charge as the Managing Director of Zuari Global Limited w.e.f. 1st April, 2015. With 28 years of corporate experience in fertiliser, energy and cement sectors, Mr. Krishnan has been associated with the Adventz Group for over two decades and has been widely acknowledged for his leadership, vision and commitment. Before taking over his current role, he was the Managing Director of Zuari Agro Chemicals Limited since March, 2012. In his previous assignments, he served as the Managing Director of erstwhile Zuari Industries Limited (now Zuari Global Limited) since February, 2011. Other senior positions held by Mr. Suresh Krishnan earlier, include being the Chief Financial Officer of Zuari Industries Limited and Zuari Cement Limited.
His functional experience spans corporate finance, corporate strategy, projects planning, operations and business development. Over the years, he has been instrumental in financing of large greenfield projects in the domestic and international markets, forging and managing joint ventures and acquisitions and in executing turnaround strategies alongside day-to-day operations in the manufacturing sector. An alumnus of BITS (Pilani), Mr. Krishnan is on the Board of Directors of several Adventz group companies and joint ventures.
4. Board Agenda:
The Board meetings are scheduled well in advance and the Board members are generally given notice at least 15 days prior to the meeting date. All major items are backed by in-depth background information and analysis, wherever possible, to enable the Board members to take informed decisions.
5. Formal letter of appointment to Independent Directors:
The Company has issued a formal letter of appointment to all Independent Directors in accordance with the provisions of the Companies Act, 2013 and Clause 49 II (4) of the Listing Agreement. The terms and conditions of appointment of Independent Directors is uploaded on the Company's website.
6. Performance evaluation of Independent Directors:
Pursuant to the provisions contained in Companies Act, 2013 and Clause 49 of the Listing Agreement, the annual performance evaluation has been carried out of all the Directors, the Board, Chairman of the Board and the working of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
The performance evaluation policy of the Board of Directors was carried out based on the detailed questionnaire containing criteria such as duties and responsibilities of the Board, information flow to the Board, time devoted to the meetings, etc. Similarly, the Director's evaluation was carried out on the basis of questionnaire containing criteria such as level of participation by individual directors, independent judgement by the director, understanding of the Company's business, etc.
The performance evaluation of the Board and the Committees, viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee was done by all the Directors. The performance evaluation of the Independent Directors was carried out by the Board excluding the Director being evaluated. The performance evaluation of the Chairman and Executive Directors was carried out by the Independent Directors. The Directors expressed their satisfaction over the entire evaluation process.
7. Independent Directors' Familiarization Programme:
The Company in compliance with Clause 49(II)(B)(7) of the Listing Agreement has formulated a programme to familiarize the Independent Directors with the Company, their roles, responsibilities. The Independent Directors are given detailed presentation on the operations of the Company on quarterly basis at the meetings of the Board/Committees. The details of the familiarization programme has been disclosed on the Company's website. The weblink for accessing the familiarization policy is <http://www.adventz.com/adventz-investors-zgl.php>
8. Board Diversity Policy:
The Company in compliance with Clause 49 (4) of Listing Agreement with Stock Exchanges has formulated of policy on Board Diversity which sets out the frame work to promote diversity on Company's Board of Directors. The policy was recommended by Nomination and Remuneration Committee and approved by the Board.
9. Independent Directors Meeting :
During the financial year under review, the Meeting of the Independent Directors was held on 10th February, 2015, to discuss the following:
a) Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.
b) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
c) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the meeting.
10. Board Committees:
The Committees of the Board are as follows:
a) Audit Committee:
The Audit Committee comprises three independent Non-Executive Directors and Managing Director. The permanent invitees include General Manager-Finance and Head of internal audit. The Company Secretary is the Secretary of the Committee. The Committee met 5 times during the financial year ended 31st March, 2015 on : 8th May, 2014, 11th July, 2014, 30th July, 2014, 29th October, 2014 and 10th February, 2015.
Terms of Reference
The terms of reference and role of the Audit Committee was amended to cover the provisions of the amendment in Clause 49 of the Listing Agreement and includes among other things review of the Company's financial reporting process and its financial statements, review of the accounting and financial policies and practices, the internal control and internal audit systems (including review and approval of internal auditor plan, appointment of internal auditors and review of internal audit reports), risk management policies and practices, review the functioning of the Whistle Blower mechanism, etc. The role also includes making recommendations to the Board, re-appointment of Statutory Auditors / Secretarial Auditor and fixation of audit fees.
Besides the above, the additional terms of reference of Audit Committee as per the Companies Act, 2013 includes reviewing and monitoring auditor's independence and performance and effectiveness of audit process; examination of the financial statement and the auditor's report thereon; approval or any subsequent modification of transactions of the Company with related parties; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the Company, wherever it is necessary and monitoring the end use of funds raised through public offers and related matters.
b) Stakeholders' Relationship Committee :
Stakeholders' Relationship Committee comprises two Independent Directors and Managing Director. The Board has designated Mr. K. G. Prabhu, Company Secretary, as the Secretary to the Committee. The Committee met 6 times during the financial year ended 31st March, 2015 on : 30th May, 2014, 14th August, 2014, 1st September, 2014, 2nd December, 2014, 18th December, 2014 and 16th March, 2015.
Terms of Reference:
The Board has constituted Stakeholders' Relationship Committee which oversees the performance of the share transfer work and recommends measures to improve the level of investor services. In addition, the Committee looks into investors' grievances such as non receipt of dividend, Annual Reports and other complaints related to share transfers.
c) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises three Non-Executive Independent Directors. The Board has designated Mr. K.G. Prabhu, Company Secretary as the Secretary to the Committee. The Committee met 4 times during the financial year ended 31st March, 2015 on : 8th May, 2014, 30th July, 2014, 10th February, 2015 and 10th March, 2015.
Terms of Reference:
The Board has constituted the Nomination and Remuneration Committee, as required under the Companies Act, 2013, which shall 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. The Nomination and Remuneration Committee shall also formulate criteria for evaluation of Independent Directors and the Board and devise a policy on Board diversity. It shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board, their appointment and removal.
13. Means of communication:
a. Half-yearly Unaudited Financial Results:
Unaudited financial results for the half-year ended 30th September, 2014 were sent to each household of shareholders, apart from publishing in one English National Daily and Local dailies, published in the language of the region where the registered office of the Company is located.
b. Quarterly Results:
Quarterly results are published in one English National Daily and Local dailies, published in the language of the region where the registered office of the Company is located.
c. Website on which the results are displayed www.adventz.com
14. Code of Conduct
The Company has adopted a 'Code of Conduct' for the Directors and Senior Executives of the Company. The code promotes conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders. The code has set out a broad policy for one's conduct in dealing with the Company, fellow Directors and employees and the external environment in which the Company operates.
The declaration given by the Managing Director of the Company with respect to the affirmation of compliance of the code by the Board of Directors and Senior Executives of the Company is enclosed as Annexure 'C' to this report.
15. Code of internal procedures and conduct for trading in securities of the Company:
The Company has a code of internal procedures and conduct for trading in securities of the Company. The code inter alia prohibits purchase/sale of shares of the Company by the Directors and designated employees of the Company while in possession of unpublished price sensitive information related to the Company. The Company has revised and adopted a new Code in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the revised Code will be applicable from 15th May, 2015.
16. General Shareholders Information:
a. Annual General Meeting :
The Annual General Meeting will be held on 22nd September, 2015 at Jai Kisaan Bhawan, Zuarinagar, Goa-403726 at 10.00 A.M.
b. Financial calendar (Tentative)
Results for the quarter ended 30th June, 2015 : on or before 2nd week of August, 2015
Results for the half-year ended 30th September, 2015 : on or before 2nd week of November, 2015
Results for the quarter ended 31st December, 2015 : on or before 2nd week of February, 2016
Audited Annual Results 2015-16 : on or before 31st May, 2016
c. Date of book closure: 3rd August, 2015 to 10th August, 2015 (inclusive of both days).
d. Dividend payment date: The Dividend payment date is on or after 26th September, 2015 but within the stipulated time under the Companies Act, 2013.
e. Management Discussion and Analysis forms part of this Report as Annexure 'D'.
f. Listing on Stock Exchanges:
Company's shares are listed on: BSE Limited, Mumbai
The National Stock Exchange of India Limited, Mumbai
g. Stock Code:
1. BSE Limited, Mumbai: 500780
2. The National Stock Exchange of India Limited, Mumbai: ZUARIGLOB
3. International Standard Identification Number (ISIN) : INE217A01012
i. Share Transfer System:
The share transfers in physical mode above 1000 equity shares are approved by Stakeholders' Relationship Committee.
The Company has authorized the Company Secretary to approve share transfers involving up to 1000 shares with a view to expedite the process of share transfers.
j. Shareholders are requested to write to the Company or the Share Transfer Agents at the following address:
Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound L.B.S. Marg, Bhandup (W) Mumbai - 400 078 Tel: 022 - 25946970 Fax: 022 - 25946969 Email: email@example.com Website: www.linkintime.co in
k. The Company maintains an exclusive email id, firstname.lastname@example.org to redress the Investor's Grievances as required under Clause 47(f) of the Listing Agreement. The correspondence received under this email id are monitored and addressed on a daily basis.
m. Dematerialization of shares and liquidity:
29042670 equity shares (95.27%) have been dematerialized as on 31st March, 2015.
n. The address for correspondence is:
Zuari Global Limited Jai Kisaan Bhawan, Zuarinagar, Goa- 403 726. Tel: 91-0832-2592509 Fax: 91-0832-2555279
Email: email@example.com and / or firstname.lastname@example.org Website: www.adventz.com
o. Non mandatory requirement:
The Company has complied with the following non mandatory requirements:
• Providing half yearly unaudited financial results of the Company to each household of the shareholder.
• Sharing the expenses for maintaining the Chairman's Office.
• Internal Auditor reports directly to the Audit Committee.