Compliance report for the year 2012-2013
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 2012-2013, the Board of directors met 6 (six) times, viz. on 28th April, 2012, 20th June, 2012, 30th June, 2012, 11th August, 2012, 27th October, 2012 and 19th January, 2013. 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 2012-2013,
(vi) Two independent directors namely Mr. Kanaiyalal N. Atmaramani and Dr.Sunil U. Pathak and one executive director namely Mr. Saurabh S. Dhanorkar retire by rotation at the thirty-second annual general meeting of the Company and being eligible, offer themselves for reappointment.
(vii) Brief resume of the directors being 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. Kanaiyalal N. Atmaramani, age 75 years, is a director of the Company since 27th July, 2002. Mr.Atmaramani is also a director of IL&FS Securities Services 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. Atmaramani is not holding any shares of the Company.
Dr. Sunil U. Pathak, M.Sc., Ph.D., age 62 years is 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. Dr. Pathak is director of Orbit Electricals Pvt. Limited. He is not holding any shares in the Company.
Mr. Saurabh S. Dhanorkar, Managing Director, age 57 years is a director of the Company since December, 1996. After a brief stint with an international accounting firm and an agro based public limited company, he joined the Company in the year 1983 in finance department. Mr. Dhanorkar is director of Pawas Port Limited. Mr. Saurabh S. Dhanorkar holds 5381 shares of 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, 2013 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 2012-2013."
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, 2013, audit committee was consisting of 5 (five) independent directors viz. Mr. Shrikrishna N. Inamdar (Chairman of the Committee), Mr. Kanaiyalal N. Atmaramani, Mr. Dara N. Damania, 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. Anil B. Atre, VP (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 (the "Committee"), inter alia to determine and recommend the remuneration of the wholetime directors of the Company. Mr. Shrikrishna N. Inamdar (Chairman of the Committee), Mr. Kanaiyalal N. Atmaramani, Mr. Sanjay K. Asher, Mr. Dara N. Damania, Mr. Prabhakar D. Karandikar and Dr. Sunil U. Pathak are the members of the 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 reenactments 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 Committee was held on 19th January, 2013. All committee members attended the meeting.
6. Investors' grievance committee:
As on 31st March, 2013, the Investors' grievance committee (the "Committee") was comprising of six directors viz. Mr. Kanaiyalal N. Atmaramani (Chairman of the Committee), Mr. Prakash Chhabria, the Executive Chairman of the Company and Mr. Dara N. Damania, Mr. Shrikrishna N. Inamdar Mr. Prabhakar D.Karandikar and Dr. Sunil U. Pathak, the non-executive directors.
Meeting and attendance during the year: Details given in Table 1.
Mr. Anil B. Atre, VP(Legal) & company secretary is the compliance officer of the Company.
During the year, Company received 22 shareholders' complaints and all of them were resolved during the year.
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 had 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 not established 'Whistle blower policy'.
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.
Details of filing of cost audit report for the period ended 31st March, 2012
S.R.Bhargave & Co.
3, Kushaboo Apartments S No.78/2, Plot No.29, Bhusari Colony (L) Off:Paud Road, Kothrud, Pune 411 038
Due date: 28.2.2013
Filing date: 27.12.2012
Cost compliance report for 31.3.2012
Filing date: 28.1.2013
8. 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 are 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 6.
9. General shareholder information:
a. Annual general meeting:
• Day, date & time
Saturday,14th September, 2013 at 11.30 a.m.
Training Centre of Finolex Cables Limited
At & post Urse, Taluka Maval,District Pune 410 506
b. Financial calendar (Tentative)
April, 2013 to March, 2014
Announcement of quarterly results of 2013-2014 & annual general meeting :
Quarterly results by 14th August, 2013, 14th November, 2013, 14th February, 2014 and 30th May, 2014 and annual general meeting by end of September, 2014.
c. Book closure period :
31st August, 2013 to14th September, 2013 (both days inclusive).
d. Dividend payment date :
Credit / despatch between 19.9.2013 to 25.9.2013.
e. Name of the stock exchange -Scrip Code
BSE Limited (BSE) -500940/finolexind
National Stock Exchange of India Limited (NSE) -FINPIPE
ISIN Code- INE183A01016
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.
h. 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.
g. Dematerialisation of shares: NSDL:
80.71%, CDSL: 10.35%
k. Company has not issued any GDRS / ADRS / Share warrants or any convertible instruments.
h. Plant locations :
PVC, PVC pipes and power plants
Ranpar - Pawas Road, District Ratnagiri 415 616, Maharashtra, India.
PVC pipes & fittings plants
(i) 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.
(ii) D1/10, M.I.D.C. Chinchwad, Pune 411 019, Maharashtra, India.
i. Address for correspondence:
Investor Relations Centre
D1/10, M.I.D.C., Chinchwad, Pune 411 019, Maharashtra, India.
Tel. No.020-2740 8200 Fax No.020-27479000