115
Notice
Directors’Report
(104-124)
Management Discussion & Analysis
Corporate Governance
Secretarial Audit Report
Conduct or ethics policy. The disclosures reported are addressed
in the manner and within the time frames prescribed in the
Policy. The Company affirms that no director or employee of the
Company has been denied access to the Audit Committee.
The status of compliance in respect of each of the non-
mandatory requirements under Clause 49 of Listing Agreement
is as follows:
The Board:
The Non-Executive Chairman maintains a separate office,
for which the Company does not reimburse expenses.
As per the Guidelines regarding retirement age of Directors as
adopted by the Board of Directors at its meeting held on July 13,
2012, tenure of 9 years may be considered a threshold for granting
further tenure for independent directors based,
inter alia
, on the
merit and contribution of each Director. In line with best practice
to continuously refresh the Board’s membership, the Board is
encouraged to seek a balance between change and continuity. Ex-
Managing Directors/Executive Directors may be invited to rejoin the
Board as Non-Executive Directors, but preferably after an interval of
3 years. The Nomination and Remuneration Committee takes into
consideration criteria such as qualifications and expertise whilst
recommending induction of Non-Executive Directors on the Board
as also recommending to the shareholders re-appointment of
eligible directors retiring by rotation.
Remuneration Committee:
Details are given under the heading
“Nomination and Remuneration Committee”.
Shareholder Rights:
Details are given under the heading “Means of
Communications”.
Audit Qualifications:
During the year under review, there was no
audit qualification in the Auditors’Report on the Company’s financial
statements. The Company continues to adopt best practices to
ensure a regime of unqualified financial statements.
Training of Board Members:
The Directors interact with the
management in a very free and open manner on information that
may be required by them. Orientation and factory visits are arranged
for new Non- Executive Directors. The Independent Directors are
encouraged to attend training programmes that may be of relevance
and interest to the Directors in discharging their responsibilities to
the Company’s stakeholders.
Mechanism for evaluating non-executive Board members:
The
performance evaluation of non-executive members is done by the
Board annually based on the criteria of attendance and contributions
at Board/Committee Meetings as also for the role played other than
at Meetings.
Whistle Blower Mechanism
: The Company has adopted a Whistle-
Blower Policy. Please refer to ‘DISCLOSURES’ given above.
MEANS OF COMMUNICATION
The Quarterly, Half Yearly and Annual Results are regularly submitted
to the Stock Exchanges in accordance with the Listing Agreement and
are generally published in the Indian Express, Financial Express and
the Loksatta (Marathi). The information regarding the performance
of the Company is shared with the shareholders every six months
through a half yearly communiqué and the Annual Report. The
official news releases, including on the quarterly and annual results
and presentations made to institutional investors and analysts are
also posted on the Company’s website (
) in the
‘Investors’sections. A brief profile of Directors is also on the Company‘s
website and on the website of Indian Boards. Members also have the
facility of raising their queries/complaints on share related matters
through a facility provided on the Company’s website.
The Annual Report, Quarterly Results, Shareholding Pattern, Press
Releases, Intimation of the Board Meeting and Issuance of shares and
other required details of the Company are posted through Corporate
Filing and Dissemination System (CFDS) and NSE Electronic
Application Processing System (NEAPS), portals to view information
filed by listed companies.
Green Initiative:
In support of the “Green Initiative” undertaken by Ministry of
Corporate Affairs, the Company had during the year 2013-14 sent
various communications including intimation of dividend and Half
Yearly Communiqué by email to those shareholders whose email
addresses were made available to the depositories or the Registrar
and Transfer Agents. Physical copies were sent to only those
shareholders whose email addresses were not available.
TheCompanyhas dispatchedAbridgedAnnual Reports to itsMembers.
The Unabridged Annual Report is available on the Company’s website
and a copy would be furnished to the Members on request.
