Compliance report for the year 2013-2014
1. A brief statement on Company's philosophy on code of governance:
The Company always strives to achieve optimum performance at all levels by adhering to corporate governance practices, such as:
• Fair and transparent business practices.
• Effective management control by Board.
• Adequate representation of promoter, executive and independent directors on the Board.
• Accountability for performance.
• Monitoring of executive performance by the Board.
• Compliance of laws.
• Transparent and timely disclosure of financial management information.
2. Board of directors and Board procedure:
i. The Chairman of the Board is executive director and more than 50% of the Board comprises of non-executive independent directors.
ii During 2013-2014, the Board of Directors met 5 (five) times, viz. on 4th May, 2013, 10th August, 2013, 14th September, 2013, 30th October, 2013 and 25th January, 2014. The time-gap between two meetings was less than four months.
iii. The information as required under Annexure IA to clause 49 was made available to the Board in all its meetings.
iv. None of the directors on the Board was a member of more than 10 committees or chairman of more than 5 committees across all the companies in which he was a director. The necessary disclosures regarding committee positions have been made by the directors.
v. The details of attendance of each of the directors at the Board (BM), Audit Committee (ACM), Investors' Grievance Committee (IGCM) meetings and last Annual General Meeting (AGM) held during the financial year 2013-2014,
(vi) Six independent directors namely Mr. Sanjay K. Asher, Mr. Kanaiyalal N. Atmaramani, Mr. Dara N. Damania, Mr.Shrikrishna N. Inamdar, Mr.Prabhakar D. Karandikar and Dr.Sunil U. Pathak being eligible and offering themselves, for appointment, are proposed to be appointed as Independent Directors to hold office for five consecutive years with effect from the date of thirty-third annual general meeting.
One executive director namely Mr. Sanjay S. Math retires at the thirty-third annual general meeting of the Company and being eligible, offer himself for re-appoinment.
(vii) Brief resume of the directors being appointed and reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships, memberships of the committees of the Board and the details of shares held in the Company are furnished hereunder:
Mr. Sanjay K. Asher, age 51 years, is a director of the Company since 4th February, 2012. Mr. Sanjay K. Asher, has been practising as a solicitor for a number of years on various matters including corporate laws. He is also a Director in the following companies, viz.: A. L. Movers Private Limited, A. L. Records Management Private Limited, Ashok Leyland Limited, Allied Pickfords India Private Limited, Bajaj Allianz General Insurance Company Limited, Bajaj Allianz Life Insurance Company Limited, Diamant Boart Marketing Private Limited, Enam Infrastructure Trusteeship Services Private Limited, Finolex Cables Limited, Finolex Plasson Industries Ltd., Finolex Industries Limited, Hoganas India Private Limited, ArjoHuntleigh Healthcare India Private Limited, Indian Cookery Private Limited, Innoventive Industries Limited, Kryfs Power Components Limited, Mandhana Industries Limited, Master Voss International Project Private Limited, Morgan Stanley Investment Management Private Limited, NV Advisory Services Private Limited, Orbit Electricals Private Limited, Oerlion Textile India Private Limited, Repro India Limited, Sanghvi Movers Limited, Sharp India Limited, Shree Renuka Sugars Limited, Siporex India Private Limited, Sudarshan Chemical Industries Limited, ValueQb Consulting Private Limited, Varun Maritime Private Limited, Varun Global Private Limited, Varun Resources Private Limited, J.B.Chemicals and Pharmaceuticals Limited, Arch Protection Chemicals Private Limited, Kineco Kaman Composites India Private Limited, Lonza India Private Limited, Narendra Plastic Pvt. Limited, Team Relocations India Private Limited, Pallazzio Hotels & Leisure Limited, Vamona Developers Private Limited, Classic Mall Development Company Private Limied, Gangetic Hotels Private Limited, Offbeat Developers Private Limited, Alliance Hospitality Services Private Limited. Turning Point Estate Private Limited, Surya Treasure Island Private Limited, Jabalpur Treasure Island Private Limited, Raipur Treasure Island Private Limited, Indore Treasure Island Private Limited, AKME Rhine River Projects Private Limited.
Mr.Sanjay K. Asher is not holding shares in the Company.
Mr. Kanaiyalal N. Atmaramani, age 76 years, is a director of the Company since 27th July, 2002. Mr. Atmaramani is a director of IL&FS Securities Services Limited and Finolex Industries Limited. He held various high ranking positions in the investment and finance fields. He was associated with UTI in various capacities for a period of seventeen years including Executive Trustee. Subsequently, he was with Tata Mutual Fund and retired as its Managing Director in February, 2002.
Mr.Kanaiylal N. Atmaramani is not holding shares in the Company.
Mr. Dara N. Damania, age 78 years, is a director of Company since 29th July, 2011. He is B.E. (Mech.) from College of Engineering, Pune. He joined Buckau Wolf India in the year 1957 as a Trainee Engineer. During his tenure from 1957 to the present date, he converted Buckau Wolf India (now the Company known as ThyssenKrupp Industries India Pvt. Limited, a Group Company of ThyssenKrupp Ag. Germany) from a single product company to a multi-product company.
Presently, he is Vice Chairman of ThyssenKrupp Industries India Pvt. Limited and ThyssenKrupp Group's Representative for India. He is also director of group companies of ThyssenKrupp and other public and private limited companies viz, ThyssenKrupp Industries India Private Limited,, Thyssenkrupp Elevator (India) Pvt. Limited, Thyssenkrupp Engine Components India Pvt. Limited, Thyssenkrupp System Engineering India Pvt. Limited, Uhde India Private Limited, Berco Undercarriages (India) Private Limited, Finolex Industries Limited, KSB Pumps Limited, Sudarshan Chemical Industries Limited and Sanghvi Movers Limited.
Mr. Dara N.Damania is holding 900 shares in the Company.
Mr. Shrikrishna N. Inamdar, age 69 years, is a director of the Company since 22nd March, 1989, is an eminent Advocate of repute practising on income tax side. Mr.Inamdar is director of the following companies viz. Kulkarni Power Tools, Kirloskar Ferrous Limited, Kirloskar Brothers Limited, Finolex Industries Limited, Sudarshan Chemical Industries Limited, The Ugar Sugar Works Limited, Apple Hospitals Research Institute Limited, Kirloskar Proprietary Limited, Sakal Papers Pvt. Limited and CMC Commutators Mfg. Co. Pvt. Limited. Mr. Shrikrishna N.Inamdar is holding 2,000 shares in the Company. Mr. Prabhakar D. Karandikar, age 65 years, is a director of the Company since 27th June, 2009. He is M.A., I.A.S. (Retd.), M.Sc. (London School of Economics) is the former divisional commissioner of Pune. He has been at the helm of affairs of various Government organizations and has held position of Secretary to Government of Maharashtra in various departments. He is also director of IL&FS Renewable Energy Limited, Shriram EPC Limited, Shriram Asset Management Committee Ltd, State Farms Corpn. of India Limited, Finolex Industries Limited, Finolex Plasson Industries Ltd., Cabal Insurance Broking Services Pvt. Limited, BVG India Pvt. Limited and Rajasthan Olive Plantation Ltd. Mr. Prabhakar D.Karandikar is not holding shares in the Company.
Dr. Sunil U. Pathak, age 63 years, is a director of the Company since 21st October, 2008. He is M.Sc., Ph.D., an eminent personality in the field of Income Tax and he held high ranking positions in the Income Tax Department, Government of India. He wrote a thesis on "Depreciation under Income Tax Act" for which he was awarded Ph.D degree by Pune University in 1995. After illustrious career of 24 years in IRS, he opted for voluntary retirement in the year 1997, and engaged in Income Tax Tribunal and Chamber consultation practice in Pune and Mumbai. He is also a member of the audit committee and investors' grievance committee of the Board. He is a director of Orbit Electricals Pvt. Limited and Finolex Industries Limited.
Dr. Sunil U. Pathak is holding 300 shares in the Company.
Mr. Sanjay S. Math, age 59 years, is a director of the Company since 4th February, 2012. He is B.E.(Chemicals), UDCT and PGDM, Mumbai. He is a member of American Institute of Chemical Engineering. He has rich working experience in various reputed projects and petrochemical plant operations. He worked in reputed organizations like National Organic Chemicals Industries Ltd., Bombay Dyeing & Mfg. Co. Ltd., Rama Petrochemicals Ltd., Essar Oil Ltd. and Soudi Yanbu Petrochemical Company (a public company of SABIC). Mr. Sanjay S. Math is holding 3000 shares in the Company.
3. Code of conduct: The Board has laid down the code of conduct for the Board and senior management team of the Company. The code is posted on www.finolex.com
The Board members and senior management team personnel have affirmed compliance with the code. The declaration dated 25th April, 2014 received from Mr.Saurabh S. Dhanorkar, Managing Director in this regard is given below:
"I hereby declare that all Board members of the Company and senior management personnel have affirmed compliance with the code of conduct for applicable period of the financial year 2013-2014."
4. Audit committee:
Brief description of terms of reference of the Audit Committee (the "Committee"):
1) Oversight of Company's financial reporting process and the disclosure of its financial information;
2) Recommending the appointment/removal of external auditors and their remuneration;
3) Reviewing financial statements, adequacy of internal control systems and internal audit function, financial and risk management policies; and
4) Pre-audit and post audit discussions with external auditors on nature and scope of audit and areas of concern, if any, respectively.
Composition, members' names and chairperson:
• As on 31st March, 2014, audit committee was consisting of 5 (five) independent directors viz. Mr.Kanaiyalal N. Atmaramani, Mr.Dara N. Damania, Mr.Shrikrishna N. Inamdar (Chairman of the Committee), Mr.Prabhakar D. Karandikar and Dr.Sunil U. Pathak.
• All members of the audit committee are financially literate and have accounting or related financial management expertise.
• Required information for review was placed before the audit committee meetings held during the year.
Meetings and attendance during the year: Details given in Table 1.
Mr. Umesh M. Gosavi, General Manager (Legal) & Company Secretary of the Company acts as secretary to the committee.
5. Remuneration committee (non-mandatory):
The Board at its meeting held on 27th October, 2012 has constituted a remuneration committee, inter alia, to determine and recommend the remuneration of the wholetime directors of the Company. Mr.Sanjay K. Asher, Mr.Kanaiylal N. Atmaramani, Mr.Dara N. Damania, Mr.Shrikrishna N. Inamdar (Chairman of the Committee), Mr.Prabhakar D.Karandikar and Dr.Sunil U. Pathak are the members of the remuneration committee. The remuneration committee is, inter alia, entrusted with the following terms of reference:
• To recommend to the Board the specific remuneration packages for executive directors within the applicable provisions of the Companies Act, 1956 including amendments and re-enactments thereof. The objective of such policy shall be to ensure that the executive directors of the Company are rewarded for their individual contributions to the overall growth of the Company;
• The Committee shall consider and recommend the remuneration and revision thereof of the executive directors after taking into consideration, inter alia, various factors, such as qualification, working experience, expertise in relevant field of the incumbent, comparative remuneration, profile with respect to the industry and the size of the Company, the recommendations made under listing agreements, profit for the year of the company and any other criteria as deemed and appropriate by the Committee.
• One meeting of the remuneration committee was held on 25th January, 2014. All Committee Members attended the meeting.
6. Investors' grievance committee:
As on 31st March, 2014, the investors' grievance committee was comprising of six directors viz. Mr. Kanaiyalal N. Atmaramani (Chairman of the committee), Mr. Dara N. Damania, Mr.Shrikrishna N. Inamdar, Mr. Prabhakar D. Karandikar and Dr. Sunil U. Pathak the nonexecutive directors and Mr. Prakash P. Chhabria, the Executive Chairman of the Company.
Meeting and attendance during the year: Details given in Table 1.
Mr. Umesh M. Gosavi, General Manager (Legal) & Company Secretary is the Compliance Officer of the Company.
During the year, Company received 11 shareholders' complaints and all of them were resolved during the year.
iii. Any special resolution passed last year through postal ballot. No special resolution was passed last year through postal ballot.
iv. Whether any special resolution is proposed to be conducted through postal ballot:
A special resolution under section 180(1)(a) of the Companies Act, 2013 and the Rules made thereunder for creation of charges on the assets of the Company as mentioned in the notice of the 33rd annual general meeting is proposed to be conducted through postal ballot.
i. No transaction of material nature has been entered into by the Company with its promoters, directors or management or relatives etc. that may have potential conflict with the interest of the Company.
ii. There were no instances of non-compliance or penalty, strictures imposed on the Company by stock exchanges or SEBI or any statutory authority on any matter related to capital markets, during last three years.
iii. The Company has complied with all the mandatory requirements of clause 49 of the listing agreements.
Application of non-mandatory requirements:
1. Remuneration committee
Earlier, the Company has not constituted the remuneration committee. But the audit committee was entrusted with the responsibility of finalisation of remuneration of executive directors. The Board at its meeting held on 27th October, 2012 has constituted a remuneration committee.
2. Audit qualification
The Company has already moved to a regime of unqualified financial statements.
3. Training of board members
The Board members are having adequate experience and expertise to deal with the business matters of the Company.
4. Whistle blower policy
The Company has adopted 'Whistle Blower Policy' at the Board meeting held on 12th May, 2014.
iv. Cost Auditor:
With reference to the general circular No.15/2011-52/5/CAB-2011 dated 11th April, 2011 issued by the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi, following are the details of cost auditor and filing of cost audit report with Central Government.
Particulars of cost auditor
M/s. S. R. Bhargave & Co.
3, Kushaboo Apartments5 No.78/2, Plot No.29, Bhusari Colony(L)Off:Paud Road,Kothrud, Pune 411 038
Details of filing of cost audit report for the period ended 31st March, 2013
Cost Audit Report:
Due date: 27.09.2013 Filing date: 24.09.2013
Cost compliance report for 31.3.2013 Filing date: 23.09.2013
9. Means of communication:
The quarterly results were published during the year under review in leading national and regional newspapers.
The quarterly results are displayed on www.finolex.com and on websites of BSE and NSE.
The official news releases of the Company are displayed on the websites of BSE and NSE.
Presentations made to institutional investors or to the analysts The Management Discussion and Analysis Report is forming part of annual report. Detailed report is given on pages 4 to 10.
10. General shareholder information:
a. Annual general meeting:
• Day, date & time : Saturday, 20th September, 2014 at 11.00 a.m.
• Venue : Kirloskar Institute of Advanced Management Studies,
Gat No. 356 & 357, Near Tata Foundry Maval, Village Dhamane, Taluka Maval, District Pune 410 506.
b. Financial Calendar (Tentative) :
April, 2014 to March, 2015
Announcement of quarterly results of 2014-2015 & annual general meeting
Quarterly results by 14th August, 2014, 14th November, 2014, 14th February, 2015 and 30th May, 2015 and annual general meeting by end of September, 2015.
c. Book Closure Period :
10th September, 2014 to 20th September, 2014
d. Dividend Payment date :
Credit / despatch between 25th September, 2014 to 29th September, 2014.
e. Name of the stock exchange
BSE Limited (BSE) 500940/finolexind
National Stock Exchange of India Limited (NSE) FINPIPE
ISIN Code INE183A01016
The annual listing fees for the year 2014-15 has been paid to BSE & NSE. Market price data:
f. Registrar and transfer agent:
The Company is registered with SEBI as in-house share transfer agent category II. All shareholder related services are provided in-house.
g . Share transfer system:
The share transfer committee attends to share transfer formalities normally once in a fortnight. Demat requests are confirmed within 15 days from the date of receipt of request, if found in order.
j. Dematerialisation of shares:
NSDL: 80.95%, CDSL: 10.40%
h . Company has not issued any GDRS / ADRS / Share Warrants or any convertible instruments.
i. Plant locations :
PVC, PVC pipes and power plants
Ranpar - Pawas Road, District Ratnagiri 415 616, Maharashtra, India.
PVC pipes & fittings plants
Gat No.399, Urse, Taluka Maval, District Pune 410 506, Maharashtra, India.
PVC pipes plant
Village Masar, Taluka Padra,
District Vadodara 391 421, Gujarat, India.
D1/10, M.I.D.C. Chinchwad, Pune 411 019, Maharashtra, India.
j . Address for correspondence:
Investor Relations Centre
D1/10, M.I.D.C., Chinchwad, Pune 411 019, Maharashtra, India.
Tel. No.020-2740 8200 / 2740 8571 Fax No.020-27479000 E-mail: firstname.lastname@example.org