CASE STUDIES ON CORPORARTE GOVERNANCE DISCLOSURE PRACTICES

Size: px
Start display at page:

Download "CASE STUDIES ON CORPORARTE GOVERNANCE DISCLOSURE PRACTICES"

Transcription

1 CASE STUDIES ON CORPORARTE GOVERNANCE DISCLOSURE PRACTICES In this chapter, an attempt has been made to conduct the case studies of a few selected companies who bagged the ICSI National Award for Excellence in Corporate Governance. The ICSI has introduced this award in the year 2001 and all those companies whose shares were listed in Group A of BSE or S&P CNX Nifty as on 31st March 2001 were considered for participation in this award. The main objective of introducing this award is to promote transparency and fairness among the functioning of board and senior managerial personnel as well as to ensure that the corporate governance norms are being followed both in letter and with spirit. The companies have been selected for this award on the basis of certain governance parameters such as board independence and governance, board system and procedures, transparency and fairness in disclosure, corporate social responsibility, shareholders and stakeholders value enhancement, etc. The following table presents the list of companies who were the winners of this award from the year 2001 to Table: 5.1 List of Award Winning Companies Year(s) Name of the Companies 2001 Infosys Technologies Ltd Dr. Reddy s Laboratories Ltd. and TISCO Ltd 2003 Reliance Industries Ltd 2004 Hero Honda Ltd, Wipro Ltd. and Tamil Nadu Newsprint and Papers Ltd Infosys Technologies Ltd 2006 * TCS and Kansai Nerolac Paints Ltd. * In the year 2006, name of the award winning company has not been displayed on the website of ICSI. However, only the list of nominee companies in that particular year has been displayed on the website.

2 The table 5.1 shows the list of award winning companies from the year 2001 to 2007 except for the year However, for the present study, only those award winning companies have been selected which belong to the sample of this study. Hence, TCS and Kanasi Nerolac Paints have been ignored for case study purpose. The names of the companies selected for the case studies are (i) Infosys Technologies Ltd. (ii) Dr. Reddy s Laboratories Ltd. (iii) Tata Iron and Steel Company Ltd. (iv) Reliance Industries Ltd. (v) Hero Honda Ltd. (vi) Wipro and (vii) Tamil Nadu Newsprint and Papers Ltd. In addition to these companies, an attempt has also been made to conduct the case study on Satyam Computer Services Ltd. The case studies have been conducted regarding the corporate governance disclosure of the companies for the period of eight years i.e. from to except for Satyam Computer Services Ltd. The annual reports of Satyam Computer Services Ltd were available from the years to Case Study of Satyam Computer Services Ltd. As claimed by Satyam Computers Services Ltd. in its annual reports its corporate governance policy was based on core values such as Asssociate Delight, Investors Delight, Customer Delight and Pursuit of Excellence. The recently occurred scam of Satyam Computer Services Ltd. in the year 2009 has shaken the faith of investors in this company. This scam has revealed certain alarming truths about the financial position of the company. Satyam s chairman Ramalinga Raju along with his brother Rama Raju (Managing Director of Satyam) have been concealing the information for the last so many years. Ramalinga Raju who was also a promoter director, had been associated with this company for the last 20 years. On January 2009, Satyam s chairman admitted the fraud of Rs crore. The chairman of the company in his letter to chairman of SEBI and stock exchange authorities has mentioned that he tried to cover this gap of Rs crore by acquisition of Maytas. By acquiring the Maytas, he wanted to fill the gap of fictitious assets appearing in Satyam s balance sheet with the real ones of Maytas. The real picture of Satyam came into light as on December 16, 2008 when board rejected the decision to acquire two Maytas firms for Rs crore. The stakeholders strongly 121

3 opposed the acquisition of the firms. Meantime, in the month of December 2008, four independent directors also resigned from the company s board. Their resignations showed agitation regarding the chairman s decision of acquiring Maytas. In the company s balance sheet, there existed the inflated cash and bank balances of Rs crore. The accrued interest figures stood at Rs. 376 crore. The debtors of the company had also been overstated by Rs. 490 crore while the actual reflected in the books were Rs 2,651 crore. In Sept. 2008, the quarterly results of the company also reflected the revenue of Rs crore as against the actual one of Rs crore. The company s audited financial statements also depicted the operating profit margin of Rs. 649 crore as against the actual one of Rs. 61 crore. The chairman of the company also disclosed about the pledging of all the shares of his family members for Rs crore just to keep the company on a running track. One of the interesting points in this matter is about the role of the statutory auditors. The big question arises here about the fairness of the financial statements. The auditors of the company named as PriceWaterhouse Coopers Ltd audited the financial statements of the company for the year and revealed nothing about the manipulation of accounts by the company s top officials. All this have created the doubts in the minds of investors regarding the credibility of the financial statements. The auditor s role is to act on behalf of the shareholders and to verify what is being presented by the management in the form of financial statements. The Satyam s scam has even made the role of statutory auditor in the company a questionable one. A detailed analysis of corporate governance disclosure practices of the company as per clause 49 of the listing agreement from the year to has been given as follows: I Co's Philosophy on Corporate Governance As per company's claim, its philosophy on corporate governance was based on the certain core values such as 'Belief in People', 'Entrepreneurship, Customer 122

4 Orientation and the Pursuit of Excellence. It has been observed that the company has been disclosing its corporate governance philosophy from the year to II Board of Directors The annual reports for the period of seven years i.e. from to state that the composition of the board is governed by the Co's Act 1956 as well as by the clause 49 of the listing agreement of the Indian Stock Exchanges. Six directors served on the board in the year while in the year , the size of the board has increased to 10 directors. It has been observed through out the period of 7 years that Mr. B. Ramalinga Raju who was a promoter and executive director, had been acting as chairman of the board. Mr. V.P. Rama Rao, Dr. Mrs. Manglam Srinivas, Krishna G. Palepu, Vinod K. Dham and M. Rammohan were serving as non executive independent directors on the board. The company has conducted the board meetings as per the requirements of clause 49 of the listing agreement for the period of seven years under study Table: No. of Board Meetings Held by Satyam Computer Services Ltd. Year(s) No. of Meetings

5 The table reveals that in the year , 8 board meetings were held. It has been further observed that the gap between the two board meetings was less than 120 days as required by clause. The company has disclosed the attendance record of each director at the board meetings for the entire period of study. It has been further observed from the analysis that in the year , the company has not disclosed the attendance record of the directors at AGM. The following table reveals the attendance record of the directors at the Annual General Meetings: Table: Attendance Record of Directors at AGMs of Satyam Computer Services Ltd. Year(s) No. of Directors Present It has been observed from the table that the attendance record of directors has not been given in the annual report for the year In the year , all the directors were present at annual general meeting. The company has not disclosed anything regarding the information to be placed before the board at board meetings and brief resumes of directors to be appointed or re-appointed in the corporate governance section of the annual report for the period of seven years. However, the company has been disclosing the information regarding the committee s position held on other co's board for the entire period of study. 124

6 III Audit Committee The company has disclosed the brief terms of reference of the audit committee for the entire period of analysis. A total no. of 3 members serve on the committee s board from the year to and the chairman of the committee is also an independent director. Except for the year , the chairman of the committee was also present at AGMs for all the years to answer the shareholders queries. The company has not disclosed anything regarding the financial literacy of the members of audit committee and name of the secretary of the committee. Moreover, it has been further observed that except for the year , the head of finance, statutory auditors and chief internal auditors were present as invitees in the audit committee meetings for the entire period of study. The following table reveals the no. of meetings held for the period of seven years: Table: No. of Audit Committee Meetings Held by Satyam Computer Services Ltd. Year(s) No. of Meetings The above table reveals that maximum no. of meetings were held during the year and minimum during However, it shows that company has been complying with the requirements of conducting minimum no. of 3 audit committee meetings during the entire period of study. 125

7 IV Remuneration of Directors The company has been disclosing the details of remuneration package of all the directors serving on the board for the period of seven years i.e. from to It has been observed that Ramalinga Raju (Chairman) was drawing the salary of Rs. 18,00,000 and the total remuneration package of chairman inclusive of commission, provident fund, superannuation fund and others was Rs. 53,57589 during the year However, the company has not disclosed anything regarding the performance linked incentives, performance evaluation criteria, service contracts of directors, notice period given to directors and severance fee for the directors. For the years and , the company has disclosed the details of compensation paid to non-executive directors. V Investors Grievance Committee The company has formed the Investors Grievance Committee and non executive director has been acting as a chairman of the committee. The name and designation of the compliance officer has also been disclosed for the entire period of study. Except for the year , the company has disclosed the no. of shareholders complaints received as well as resolved during all the years. It has been mentioned that there is no pending share transfers for all the years under study. VI General Body Meetings The company has disclosed properly the time and locations where the last three annual general meetings were held for the period of seven years i.e. from to VI Disclosures It has been disclosed by the company that there are not any type of materially significant related party transactions entered into by the company with its relatives or members. Moreover, no penalties have been imposed by SEBI or any statutory authority for any non-compliance. For the year , it has become mandatory for the company to disclose the accounting treatment, risk management, proceeds from public issues, right issues, preferential issues and code of conduct for directors and senior management personnel. It has been observed from the analysis of the years and that 126

8 the company has been disclosing just the code of conduct for its directors and senior management personnel. VII Means of Communication The company has been disclosing the information regarding the publication of quarterly results along with the names of newspapers and website details where the results are published or displayed. It has been observed that co s financial results are published in prominent business newspapers namely Business Standard and Economic Times. The company also makes the regular presentations to institutional investors and analysts, and management discussion and analysis report has been given as part of the director s report for the period of seven years under study. VIII General Shareholders Information It has been observed from the analysis that proper disclosure has been made under this section for a few items namely date, time and venue of AGM, financial calendar, date of book closure, dividend payment date, listing details, stock code, market price data, performance in comparison to broad based indices such as BSE sensex, CRISIL index, etc., share transfer system, distribution of shareholdings, dematerialization of shares and liquidity and address for a correspondence. However, the company has not disclosed anything regarding the 'Shareholding Pattern' for the entire period of study. IX CEO and CFO Certification on Financial Statements From the year onwards, it has become mandatory for the companies to disclose CEO and CFO certification on financial statements in the corporate governance section of the annual report. But the company has not been complying with this provision for the years and X Compliance with Corporate Governance Code The company has been complying with this provision for the entire period of study. The certificate of auditor regarding the compliance with corporate governance 127

9 code has been given in the corporate governance section of the annual report for the period of seven years under study. B. Non Mandatory Requirements XI Remuneration Committee The company has formed the remuneration committee for the entire period of study. The brief description of terms of reference along with the composition and names of members have been disclosed in the corporate governance section of the annual report for the entire period of study i.e. from the year to Independent director has been acting as a chairman of the committee and he was also present at AGM to answer shareholders queries. The following table reveals the total no. of meetings held from the year to Table: No. of Remuneration Committee Meetings Held by Satyam Computer Services Ltd. Year(s) No. of Meetings Source: Compiled from Corporate Governance Section of the Annual Report The table shows that maximum no. of meetings were held during the year and minimum during the years and It has also been observed that all the members of the committee were present at meetings except for the where one member was absent from the meeting. 128

10 XII Shareholders Rights Under this section, it has been observed that the company has not posted half yearly reports to the shareholders for the entire period of study. The reports are displayed on website of the company Moreover, it has been disclosed that the company has not passed any special resolution through postal ballot and there is no such special resolution proposed to be passed through postal ballot for the entire period of seven years under study. From the year onwards, the revised clause 49 listed few items under nonmandatory category to be disclosed by the company It has been observed from the analysis that the company has not been providing training to its board members and nothing has been disclosed regarding the mechanism for evaluating the performance of non-executive directors and audit qualification, if any. But the company has adopted the policy of whistle blower and the same has been disclosed in the corporate governance section of the annual reports for the years and So, in addition to the corporate governance disclosure as per clause 49 of the listing agreement, the company has been disclosing the details of unclaimed dividend transferred to Investor s Education and Protection Fund, information on Electronic Clearing Service (ECS) mandate and information on submission of data to SEBI's EDIFAR system in the corporate governance section of the annual reports for the years and Moreover, it can be concluded that the company has not been following requirements of clause 49 in a true sense. The certain items of clause 49 of the listing agreement i.e. information to be placed before the board at the time of board meetings, resumes of the directors to be appointed or re-appointed, shareholding pattern of the company, service contracts of director, information on notice period of directors, training to board members, mechanisms for evaluating the performance of non-executive directors have not been disclosed by the company at all. 5.2 Case Study of Tamil Nadu Newsprint & Papers Ltd (TNPL) Tamil Nadu Newsprint and Papers Ltd. is a Government of India undertaking. This company is recognized as one of the leading companies in the paper industry due to increase in its scale of operations and technology upgradation, developed human resources, strong financial structure and customer approach. This company has won ICSI Award for Excellence in Corporate Governance in the category of public sector 129

11 undertaking in the year The analysis of corporate governance disclosure practices for the period of eight years i.e. from to has been given as under: A.) I Mandatory Requirements Co's Philosophy on Corporate Governance As stated in its annual report, the corporate governance philosophy is based on the highest levels of transparency, integrity and equity in all of its operations and having good relations with all of its stakeholders including shareholders, employees, Govt. and lenders. It has been observed that company has been disclosing its philosophy on corporate governance for the entire period of study. II Board of Directors Duality existed on co's board till the year and afterwards in the year non- executive director was appointed as a chairman of the company and executive director has been acting as managing director. The chairman of the company has been appointed by Govt. of Tamilnadu. The following table shows the board size and no. of independent directors serving on the board: Year(s) Table: Board Size and No. of Independent Directors of Tamil Nadu Newsprint & Papers Ltd. Total No. of Directors No. of Independent Directors

12 It has been observed from the table that size of the board varies from 9 to 12 directors for the period of eight years. For the year , two directors are independent out of total no. of 9 directors. In this year, the requirement of having atleast 50% of independent directors in case the chairman is executive director has not been met. For rest of the years, the company has been complying with this provision of clause 49 of the listing agreement. The company has been holding more than 4 board meetings in each year. Table shows the no. of board meetings held during the period of eight years. Table No. of Board Meetings Held by Tamil Nadu Newsprint & Papers Ltd. Year(s) No. of Meetings The table reveals that the company has been holding the board meetings in excess of minimum requirement of 4 meetings in each year. The time gap between two meetings has not been observed to be more than 120 days. The annual reports of the company have disclosed the attendance record of the directors at AGM. 131

13 The table reveals the attendance record of directors at AGMs Table Attendance Record of Directors at AGMs of Tamil Nadu Newsprint & Papers Ltd. Year(s) No. of Directors Present It has been observed from the table that more than 50% of the directors were present at annual general meetings for all the eight years. The company has disclosed properly the information to be placed before the board at board meeting in the corporate governance section of the reports for the entire period of study. Except for the year , it has been disclosed in the reports of all the years that directors are not holding the chairmanship of more than 5 committees or acting as members of more than 10 committees in all the companies. The brief resumes of the directors to be appointed or re-appointed have not been disclosed in the corporate governance section of the annual report. The same item has been disclosed in the notice of the annual general meeting. III Audit Committee The company has disclosed in detail the terms of reference of audit committee in all the years except for It has been mentioned that the company has constituted the audit committee even before the introduction of corporate governance code by SEBI. 132

14 The table reveals the size of audit committee. Table : Audit Committee Size of Tamil Nadu Newsprint & Papers Ltd. Year(s) No. of Members It has been observed from the table that size of the audit committee varies from 3 to 5 members. The company has been complying with the provision of clause 49 by appointing atleast 3 non-executive directors on the audit committee board. Independent director has been acting as chairman of the audit committee for the entire period of study. The chairman of the committee was present at AGMs to answer shareholders queries for all the years except for the years and For the three years i.e , and , the head of finance, statutory auditors and chief internal auditors were present as invitees at audit committee meetings. The following table reveals the no. of meetings held by audit committee: Table: No. of Audit Committee Meetings Held by Tamil Nadu Newsprint & Papers Ltd. Year(s) No. of Meetings

15 It has been observed from table that the company has been holding audit committee meetings in excess of minimum no. of 3 meetings as required by clause 49 of the listing agreement. Maximum no. of meetings were held in the years and In the year , the attendance record of directors at audit committee meetings has not been disclosed. Nothing has been disclosed regarding the financial literacy of the audit committee members and name of the secretary of the committee for the entire period of study. IV Remuneration of Directors The detailed remuneration package of all the directors have been disclosed for the entire period of study except for the year Nothing has been disclosed regarding the notice period, performance linked incentives, service contracts and severance fee of the directors. However, for the years , and , details of nonexecutive directors compensation have been disclosed in the corporate governance section of the annual report. V Investors Grievance Committee This committee has been formed to redress the investors grievances on timely basis. This committee has been set up by the company in the year It has been observed that non-executive director has been heading the committee but the name and designation of the compliance officer has not been disclosed at all. The company has given the details of investors grievances received and redressed from the years to It has been further disclosed that there is no pending share transfers during the entire period under study. VI General Body Meetings The company has disclosed property the place and time where last three AGMs were held for the entire period of study. 134

16 VII Disclosures It has been disclosed in the corporate governance section of the annual report that there is no materially significant related party transaction entered into by the company with its members or relatives. Moreover, no penalties have been imposed by SEBI or any other statutory authority for any non-compliance. For the years , and , the company has not disclosed anything regarding the accounting treatment and proceeds from public issues, right and preferential issues. However, the risk management disclosure has been made in the years and It has been further observed from the year onwards that the company has started disclosing the code of conduct for its directors and senior management personnel. VIII Means of Communication The quarterly results of the company have been published in the prominent business newspaper namely Financial Express and Economic Times or displayed on company's website. The company has also displayed on its website the official news releases and presentations made to the institutional investors for the entire period of study. It has been further disclosed in the corporate governance section of the annual report that management discussion and analysis report forms a part of the annual report. IX General Shareholders Information It has been observed from the analysis of this section that proper disclosure has been made for most of the items namely date, time and venue of AGM, financial calendar, date of book closure, dividend payment date, listing details, stock code, market price data, comparison of performance with broad based indices, registrar and share transfer agents, distribution of shareholding, plant locations, and address for correspondence. The proper disclosure has been made of shareholding pattern and dematerialization of shares and liquidity for the entire period of study except for the year The table reveals the shareholding pattern of the company. 135

17 Table Shareholding Pattern of Tamil Nadu Newsprint & Papers Ltd. Category Promoters Indian Institutional Investors, Mutual Funds, UTI and Insurance Companies, etc FIIs NRIs/OCBs Indian Public Private Corporate Bodies Total In the case of TNPL, the share of promoter is being held by Governor of Tamilnadu. The share of foreign institutional investors has been increasing till but the shareholding of FIIs has decreased to 4.16% and 3.36% in the years and and further increased to 13.04% in the year The shareholding pattern of Indian public has been showing an increasing or decreasing trend over a period of time. The Indian institutional investors, mutual funds, etc., have been holding 41.36% of share in TNPL in the year but in the year , 32.07% of shares are being held by them. X CEO and CFO Certification on Financial Statements From the year onwards, it became mandatory for the listed companies to disclose the report of CEO and CFO regarding certification on financial statements in the corporate governance section of the annual report. The company has been complying with this provision from the year onwards. 136

18 XI Compliance with Corporate Governance Code The company has been complying with this provision for the entire period of study. The certificate of auditor regarding the compliance with corporate governance code has been given in the corporate governance section of the annual report for the period of eight years under study. B XII Non-Mandatory Requirements Remuneration Committee The company has not formed the remuneration committee. XIII Shareholders Rights It has been disclosed in the annual reports that half yearly reports are not sent to the shareholders. Moreover, it has been mentioned in the annual reports from the year to that the company has neither passed any special resolution through postal ballot nor there is any such special resolution proposed to be passed through postal ballot in ensuing AGM. The company has passed special resolution though postal ballot just in the year It has been disclosed in the annual reports for the year and that the company has not been providing training to its board members and there is no any qualification of the accounts. Moreover, the company has not adopted the policy of whistle blower which is a non-mandatory requirement as per revised clause 49 of the listing agreement. Further the company has not disclosed the mechanism for evaluating the performance of non-executive directors. Till the year , executive director was acting as a chairman of the board but in the year , the Government has appointed non-executive director as a chairman of the board. It has been mentioned in the annual report for the year , that the non-executive director does not maintain the office of chairman at company s expenses. In addition to the requirements of clause 49 of the listing agreement, it has been observed that company has been making the voluntary disclosure of certain items also. Information regarding the nomination facility, payment of dividend through ECS, details of unclaimed dividend, list of top ten shareholders of the company, and filing of quarterly financial results and shareholding pattern to SEBI Edifar system has been disclosed in the 137

19 corporate governance section of the annual reports for the years , and It emerges from the above analysis that the company has been disclosing the maximum number of items of clause 49 of the listing agreement except for few items like information on brief resumes of directors to be appointed or reappointed, notice period and service contracts of directors, performance linked incentive and severance for the directors. Moreover, the company has also not followed the items of revised clause 49 of the listing agreement like mechanism for evaluating the performance of non-executive directors, whistle blower policy and training provided to its board members. 5.3 Case Study of Infosys Technologies Ltd. Infosys Technologies Ltd. is a renowned company for following the best governance practices. This company has won so many awards even at global level also for adopting the best code of corporate governance. The website of the company states "Corporate governance is about commitment to value and ethical conduct. It is a set of laws, regulations, processes and customs affecting the way a company is directed, administered, controlled or managed. This includes its corporate and other structures, cultures, policies and the manner in which it deals with the various stakeholders". The detailed analysis of corporate governance disclosure practices for the period of eight years i.e. from to has been given as follows: A) Mandatory Requirements I Corporate Governance Philosophy of the Company The company has given in detail the corporate governance philosophy for the period of eight years i.e. from to A brief note has been given with respect to Cadbury Code on corporate governance, Sarbanes Oxley Act, 2002 along with the provisions of Indian Clause 49 of the listing agreement. 138

20 II Board of Directors It has been observed from the year to that 15 directors serve on the company board and out of it, 8 directors are non-executive independent. The chairman of the company is a promoter executive director. Mr. Deepak M. Satwelkar has been appointed as a lead independent director who acts as a liaison between chairman and other independent directors of the company. The company has held the board meetings as per the requirements of clause 49 of the listing agreement. The table reveals the no. of the board meetings held during the period of eight years i.e. from to Table: No. of Board Meetings Held by Infosys Technologies Ltd. Year(s) No. of Meetings The table reveals that company has conducted more than 4 board meetings for the period of eight years and the maximum gap between the two board meetings was observed to be less than 120 days as required by law. The attendance record of the each director at the board meetings has also been disclosed for the period of eight years. The attendance record of the directors at AGM has been disclosed for the entire period of study. The table reveals the attendance record of directors at AGM 139

21 Table: Attendance Record of Directors at AGMs of Infosys Technologies Ltd. Year(s) No. of Directors Present Table reveals that in the year , 50% of the directors attended the annual general meeting but in the years and , the attendance record of the directors at annual general meeting was 100%. Except for the year , proper information has been placed before the board at the time of board meetings for all the years under study. Similarly, except for the year , the company has disclosed that none of the directors holds chairmanship of more than 5 board committees or act as member of more than 10 committees across all the companies. Detailed information regarding the resumes of the directors to be appointed or re-appointed has not been disclosed in the corporate governance section of the annual report for the period of eight years. The company has just disclosed the names of the persons to be appointed or reappointed in the ensuing annual general meeting and it has been further mentioned that the detailed resumes of those directors have been given in notice of the AGM. III Audit Committee The company has formed the audit committee as per the requirements of clause 49 of the listing agreement. A brief description of terms of reference and detailed audit committee charter have been disclosed for the entire period of study. From the year to , total no. of six members serve on the committee board. Independent director has been acting as a chairman of the committee and he was present at all the AGMs to answer shareholders queries. The company has not disclosed anything regarding the participation of head of finance, statutory auditors, chief internal auditors 140

22 and other invitees in the meetings for the entire period of study. The company has held more than 3 committee meetings during the period under study. The table shows the no. of committee meetings held during all the years: Table: No. of Audit Committee Meetings Held by Infosys Technologies Ltd. Year(s) No. of Meetings The table shows that from the year to , the company has held 4 committee meetings and the meetings were attended by all the members of the committee. So far as financial literacy of members is concerned, the company has disclosed this information in the charter itself for the entire period of study. Nothing has been disclosed regarding the name of the secretary of the committee for the period of eight years i.e to IV Remuneration of Directors Detailed information has been disclosed regarding the remuneration package of all the directors serving on the board for the period of eight years. The information in context with the notice period and performance linked incentive has also been disclosed in the corporate governance section of the annual reports. It has been mentioned that generally six months notice period is applicable on the executive directors before leaving the organization. The company has disclosed that there is no policy of paying severance fee to the directors. In the years and , the company has also disclosed the details of compensation paid to the non-executive directors. 141

23 V Investors Grievance Committee This committee is generally formed to look for the shareholders grievances and further to redress those on timely basis. It has been observed that non-executive director has been heading this committee for the period of eight years i.e. from to The name and designation of the compliance officer has been disclosed just for the period of four years i.e , , and The company has also disclosed the no. of shareholders complaints received for the entire period of study. It has been mentioned that there are no pending share transfers for the entire period of eight years under study. VI General Body Meetings The information regarding the locations and time where last three AGMs were held has been given in detail for the entire period of study. VII Disclosures It has been disclosed in the annual reports that the company has not entered into any transaction with related party which is of material in nature and may affects the operations of the concern. Moreover, it has been mentioned that that there is neither any non-compliance of any statutory provision nor any penalty imposed by SEBI on the company for the entire period of eight years. The company has not disclosed the accounting treatment for the period of three years i.e , and The company has formed risk management committee and the disclosure of the same has been made in the corporate governance section of the annual reports for the years , and The disclosure of proceeds from public issues, right issues, preferential issues, etc. as per revised clause has not been made in the years , and , However, code of conduct for directors and senior management personnel has been given in the corporate governance section of the annual reports for the years , and

24 VIII Means of Communication The company has disclosed that quarterly results have been sent to the shareholders and the same have also been published in the newspapers or displayed on its website. The company furnishes its financial information in prominent business newspapers namely Economic Times, Business Standard, Financial Express and The Times of India. All the presentations made to institutional investors and analysts have been displayed on co s website. It has been disclosed that Management Discussion and Analysis Report forms a part of the annual report. The company has not disclosed anything regarding the display of official news releases for the entire period of study. IX General Shareholders Information It has been observed under this section that proper disclosure has been made for the period of eight years for all the items namely time, venue and date of ensuing Annual General Meeting, financial calendar, date of book closure, dividend payment date, listing details, stock code, market price data, performance of company in comparison to broad based indices such as BSE Sensex, CRISIL Index, etc., appointment of registrar or share transfer agent, share transfer system, distribution of shareholding, dematerialization of shares and liquidity, plant locations and address for correspondence. The proper disclosure has also been made for the shareholding pattern for the period of eight years. The table reveals shareholding pattern of the company The promoters were holding 29% of shares in the year but their shareholding in the company has declined to 16.52% in the year The shareholding of FIIs was maximum in the year i.e %. The general public was holding 24% shares of the company in the year but in the year , their shareholding has declined to 17.52%. As compared to the year , a decline has been observed in the shareholdings of Indian institutional invertors, mutual funds, UTI, etc., for the year i.e. from 11.90% to 7.62%. 143

25 Table: Shareholding Pattern of Infosys Technologies Ltd. Category Promotes and their Families Indian Institutional Investors, Mutual Funds, UTI, etc. Private Corporate Bodies FIIs General Public Equity Shares Underlying ADRs Trusts Total X CEO and CFO Certification on Financial Statements. The CEO and CFO statement regarding certification on financial statements has been disclosed in the corporate governance section of the annual reports for the year , and XI Compliance with Corporate Governance Code There is proper compliance with this item for the entire period of study. The certificate of auditor regarding the compliance with corporate governance code has been given in the corporate governance section of the annual reports for the period of eight years under study. 144

26 B.) XII Non-Mandatory Requirements Remuneration Committee This committee is generally formed to frame up the remuneration policy for all the executive directors serving on the board. A brief description of terms of reference along with the composition and names of its members have been disclosed in the corporate governance section of the annual reports of the company for the entire period of study. Independent director has been acting as a chairman of the committee from the year to and he was also present at AGM to answer shareholders queries. XIII Shareholders Rights The company has been sending the half yearly annual reports to the shareholders for the entire period under study and the same have also been displayed on its website. None of the special resolutions were passed at annual general meetings for the period of eight years starting from to Moreover, there is no special resolution proposed to be passed through postal ballot in ensuing annual general meeting. It has been disclosed in the reports for the years , , and that training has been provided to the board members. The mechanism for evaluating the performance of non-executive directors has also been disclosed in the corporate governance section of the annual reports for the years , , and As per the revised clause 49 of the listing agreement, the company has adopted the whistle blower policy from the year onwards and the same fact has been disclosed in corporate governance section of the annual report also. Nothing has been disclosed by the company regarding its audit qualification, if any. It has been emerged from the above analysis that the company has adopted the corporate governance code designed by SEBI in a true sense to some extent. Except for a few items namely secretary of the audit committee, information regarding display of official news releases, plant locations, audit qualifications, if any, brief resumes of the directors to be appointed or re-appointed and participation of head of finance and statutory auditors in the audit committee meetings, 100% compliance has been observed for the other items of clause 49 of the listing agreement. In addition to the requirements 145

27 of clause 49 of the listing agreement, the company has been disclosing voluntary information also such as corporate governance ratings by CRISIL, ICRA, etc., responsibilities of CEO and CFO, retirement policy of the directors, board membership criteria, succession planning, etc. Age of the directors serving on the board has been given in the report of Moreover, the reports of audit committee, nomination committee, investment committee, report on compliance with Naresh Chandra committee, Kumar Mangalam Birla committee, Euro shareholders corporate governance guidelines, risk management and investors grievance committee report, etc., have also been disclosed in the corporate governance section of the annual reports of the company under study. Infosys Technologies Ltd has been recognized as a good governed company and won many awards for showing excellence in governance matters. Till the year , this company has won twice the ICSI 'Award for Excellence in Corporate Governance in the years and and declared as best governed company. 5.4 Case Study of Reliance Industries Ltd. As claimed by Reliance Industries Ltd., its corporate governance framework is based on the principles of integrity, fairness, equity to all the stakeholders, accountability of management and commitment to values. The company states that instead of complying with statutory requirements, the continuous efforts are made to improve the transparency, system of internal controls, to make full disclosures and promoting the ethical conduct by all the personnel in the organization. The co s policy on corporate governance is based on its values and commitment, code of ethics, business policy, prohibition of insider trading and ethics management program. The detailed analysis of corporate governance disclosure as per clause 49 of the listing agreement from the year to is given as below: I Company s Philosophy on Corporate Governance It is stated by the company that its philosophy on corporate governance is based on the highest levels of transparency, accountability and treatment of equality to all the stakeholders of the organization. It is committed to adopt the best governance practices 146

28 that create long term stakeholders value. The company has disclosed in detail its philosophy on corporate governance from the year to II Board of Directors At present Mr. Mukesh D. Ambani has been acting as chairman of the company. Duality exists on the company board as the position of chairman and managing director is being held by the same person. Mr. Mansingh L. Bhakta has been acting as lead independent director on the company board. The table shows the total no. of directors serving on the board from the year to Table: Board Size of Reliance Industries Ltd. Year (s) No. of Directors The table reveals that size of the board varies from 12 to 14 directors. In the year , 14 directors were serving on the company s board while in the year , the board size reduced to 13 directors. The clause 49 states that if chairman is an executive director then ½ of the board should be of independent directors. It has been observed from the analysis that the company has been complying with this provision for the entire period of study. As per clause 49 of the listing agreement, the minimum no. of 4 board meetings should be held in a year and the gap between the two meetings should not be more than 120 days. The table reveals the no. of board meetings held from the year to : 147

29 Table: No. of Board Meetings Held by Reliance Industries Ltd. Year (s) No. of Meetings The table reveals that the company has been complying with the requirement of clause 49 of the listing agreement and 6 board meetings were held in the year and 7 in the year The attendance record of each director has also been disclosed along with the no. of board meetings. From the year onwards, the company has disclosed in detail the information to be placed before the board at board meetings. The table reveals the attendance record of directors at the annual general meetings and it has been observed that in the years and , the AGMs were attended by all the members of the board. For rest of the years, more than 50% of the directors were present at AGMs. It has also been disclosed that none of the directors holds chairmanship in more than 5 committees or act as member in more than 10 committees across all the companies in which he is a director. A detailed profile of each of the directors of the company has been given but nothing has been mentioned about the names of the directors to be appointed or re-appointed in the annual general meeting. 148

30 Table: Attendance Record of Directors at AGMs of Reliance Industries Ltd. Year (s) No. of Directors Present III Audit Committee A brief description of terms of reference of audit committee has been disclosed from the year to The clause 49 states that minimum 3 non-executive directors should be there on audit committee board and majority of them should be independent in nature. For the year onwards, it has become mandatory as per of revised clause 49 of the listing agreement that all the directors should be independent. It has been observed from the analysis that the company has been complying with the requirements of clause 49 of the listing agreement. Four directors were serving on audit committee board from the year to , but afterwards, 3 directors were there from the year to Independent director has been acting as a chairman of the committee and he was also present at AGMs to answer the shareholders queries for throughout the period of study. Till the year , it was mandatory as per clause 49 of the listing agreement that minimum 3 audit committee meetings should be held but in the revised clause 49 of the listing agreement, the minimum no. of meetings have increased to 4. Further, it has been mentioned in the clause that the gap between two 149

SUMMARY. A) Conceptual Framework

SUMMARY. A) Conceptual Framework SUMMARY A) Conceptual Framework The concept of corporate govea.rnance has gained importance globally after the failure of big corporate giants in USA and UK namely Enron (2001), Xerox (2002), WorldCom

More information

ANNEXURE 1 CLAUSE 49 OF THE LISTING AGREEMENT. The company agrees to comply with the following provisions:

ANNEXURE 1 CLAUSE 49 OF THE LISTING AGREEMENT. The company agrees to comply with the following provisions: ANNEXURE 1 CLAUSE 49 OF THE LISTING AGREEMENT The company agrees to comply with the following provisions: Annexure I I. Board of Directors (A) Composition of Board (i) The Board of directors of the company

More information

GUIDANCE ON GOOD PRACTICES IN CORPORATE. G.BALASUBRAMANIAM Company Secretary Roots Multi Clean Ltd. Coimbatore

GUIDANCE ON GOOD PRACTICES IN CORPORATE. G.BALASUBRAMANIAM Company Secretary Roots Multi Clean Ltd. Coimbatore GUIDANCE ON GOOD PRACTICES IN CORPORATE G.BALASUBRAMANIAM Company Secretary Roots Multi Clean Ltd. Coimbatore In the beginning, the Pencil Maker spoke to the pencil saying, "There are five things you need

More information

PRESS RELEASE. Extension of date of ensuring compliance with revised Clause 49 of the Listing Agreement

PRESS RELEASE. Extension of date of ensuring compliance with revised Clause 49 of the Listing Agreement PRESS RELEASE PR No.66/2005 Extension of date of ensuring compliance with revised Clause 49 of the Listing Agreement Securities and Exchange Board of India (SEBI) has extended the date of ensuring compliance

More information

CORPORATE GOVERNANCE (AN ANALYSIS OF SEBI CLAUSE 49)

CORPORATE GOVERNANCE (AN ANALYSIS OF SEBI CLAUSE 49) Dr. Lovenish Budhiraja* CORPORATE GOVERNANCE (AN ANALYSIS OF SEBI CLAUSE 49) INTRODUCTION Several frauds and scandals have surfaced in the corporate world in recent days. Corporate Corruption and frauds

More information

CORPORATE GOVERNANCE REPORT A detailed report on Corporate Governance for the Financial Year is given below:

CORPORATE GOVERNANCE REPORT A detailed report on Corporate Governance for the Financial Year is given below: CORPORATE GOVERNANCE REPORT A detailed report on Corporate Governance for the Financial Year 2015-16 is given below: COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE Corporate Governance is a set of systems

More information

SURAJ PRODUCTS LIMITED CORPORATE GOVERNANCE REPORT

SURAJ PRODUCTS LIMITED CORPORATE GOVERNANCE REPORT SURAJ PRODUCTS LIMITED CORPORATE GOVERNANCE REPORT 2013-14 REPORT ON CORPORATE GOVERNANCE As per the guidelines of SEBI & amended Listing Agreement with the stock exchanges, the company is making efforts

More information

Corporate Governance Through Audit Committee - P. H. Ravikumar MD and CEO

Corporate Governance Through Audit Committee - P. H. Ravikumar MD and CEO Corporate Governance Through Audit Committee - P. H. Ravikumar MD and CEO June 27, 2007 Corporate Governance Corporate governance is the system by which business corporations are directed and controlled

More information

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE 25 TH Annual Report OZONE WORLD LIMITED CORPORATE GOVERNANCE 1. Philosophy : Corporate Governance is recognized as the principal tool for long term sustainability and growth. It is a set of principles

More information

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE CORPORATE GOVERNANCE 1. Philosophy : The good corporate governance practices are very essential and imperative for the long term sustainable growth of any organization. Based on the philosophy to create

More information

No. Of board meetings attended

No. Of board meetings attended Annexure-5 CORPORATE GOVERNANACE REPORT As provided in the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per some of the international practices followed

More information

1. COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE:

1. COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE: CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the listing agreement a Report on Corporate Governance is given below, which forms part of the Annual Report of the Company for the year 2012-13. 1.

More information

CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE REPORT CORPORATE GOVERNANCE REPORT The detailed report on Corporate Governance as per the format prescribed by SEBI and incorporated in clause 49 of the Listing Agreement is set out below : 1. Company's philosophy

More information

International Journal of Research in Finance & Marketing id:

International Journal of Research in Finance & Marketing  id: Role of regulators in maintaining standards of Corporate Governance DR. MITA MEHTA 1, Mr. Kiran Joshi 2 SYMBIOSIS INSTITUTE OF MANAGEMENT STUDIES (SIMS) SYMBIOSIS INTERNATIONAL UNIVERSITY (SIU), RANGE

More information

IDFC S PHILOSOPHY ON CORPORATE GOVERNANCE

IDFC S PHILOSOPHY ON CORPORATE GOVERNANCE 42 IDFC ANNUAL REPORT 2011 12 CORPORATE GOVERNANCE REPORT IDFC S PHILOSOPHY ON CORPORATE GOVERNANCE Being a professionally run enterprise with no single promoter or promoter group, effective Board oversight

More information

Directors of Company and their Role in fortification of Corporate Governance norms in India

Directors of Company and their Role in fortification of Corporate Governance norms in India International Journal of Research in Social Sciences Vol. 7 Issue 11, November 2017, ISSN: 2249-2496 Impact Factor: 7.081 Journal Homepage: Double-Blind Peer Reviewed Refereed Open Access International

More information

MAN INFRACONSTRUCTION LIMITED REPORT ON CORPORATE GOVERNANCE

MAN INFRACONSTRUCTION LIMITED REPORT ON CORPORATE GOVERNANCE MAN INFRA ACONSTRUCTION LIMITED REPORT ON CORPORATE GOVERNANCE 29 21 Annual Report 29-1 Report on Corporate Governance 1. Company s Philosophy on code of Corporate Governance: Corporate Governance sets

More information

ANNUAL REPORT

ANNUAL REPORT ANNUAL REPORT 2013-14 BOARD OF DIRECTORS Mihirbhai S. Parikh Director Shah Mukesh Kantilal Director Saurin J. Kavi Director Ravi P. Gandhi Director (w.e.f. 01/08/2013) Goravrajsingh V. Rathore Director

More information

DISCLOSURE OF TRACK RECORD OF THE PUBLIC ISSUES MANAGED BY MERCHANT BANKERS

DISCLOSURE OF TRACK RECORD OF THE PUBLIC ISSUES MANAGED BY MERCHANT BANKERS DISCLOSURE OF TRACK RECORD OF THE PUBLIC ISSUES MANAGED BY MERCHANT BANKERS NAME OF THE ISSUER: INFRASTRUCTURE DEVELOPMENT FINANCE COMPANY LIMITED [since renamed IDFC LIMITED] (TRANCHE 3, FY 2012) Sr.

More information

CORPORATE GOVERNANCE PRACTICES IN INDIA A CASE STUDY ABSTRACT

CORPORATE GOVERNANCE PRACTICES IN INDIA A CASE STUDY ABSTRACT CORPORATE GOVERNANCE PRACTICES IN INDIA A CASE STUDY Ms. Neelam Bhardwaj 1 CMA Dr. Batani Raghavendra Rao 2 ABSTRACT This case study is aimed at investigating the corporate governance practices in Indian

More information

Tera Software Limited

Tera Software Limited REPORT ON THE CORPORATE GOVERNANCE 1. Company's philosophy on Code of Governance: The philosophy of the Company on Code of Governance envisages the attainment of highest levels of transparency, accountability,

More information

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE CyberTech Systems and Software Limited AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE To, The Members, CyberTech Systems and Software Limited We have examined the compliance of the conditions of Corporate

More information

Statutory Reports. The Institute of Company Secretaries of India

Statutory Reports. The Institute of Company Secretaries of India CORPORATE GOVERNANCE REPORT Corporate Governance is the application of best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management

More information

Corporate governance. Audit Committee

Corporate governance. Audit Committee Corporate governance The names of members of Board of Directors, their attendance at Balaji Telefilms Board meetings and the number of their other directorships are set out below: Name of the Director

More information

Tera Software Limited

Tera Software Limited REPORT ON THE CORPORATE GOVERNANCE 1. Company s philosophy on Code of Governance: The philosophy of the Company on Code of Governance envisages the attainment of highest levels of transparency, accountability,

More information

SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015. (Listing Regulations)

SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015. (Listing Regulations) SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015 (Listing Regulations) Chapter No. Content Remarks I Preliminary (Regulation 1to 3) Applicable II III IV V VI Principles Governing

More information

MANUBHAI & SHAH LLP Maker Bhavan # 2, CHARTERED ACCOUNTANTS

MANUBHAI & SHAH LLP Maker Bhavan # 2, CHARTERED ACCOUNTANTS MANUBHAI & SHAH LLP Maker Bhavan # 2, CHARTERED ACCOUNTANTS 18, New Marine Lines, Mumbai 400020. Tel. 66333558/59/60 Fax: 66333561 www.msglobal.co.in E-mail: infomumbai@msglobal.co.in AMENDMENTS IN SEBI

More information

ANNEXURE III REPORT ON CORPORATE GOVERNANCE

ANNEXURE III REPORT ON CORPORATE GOVERNANCE ANNEXURE III REPORT ON CORPORATE GOVERNANCE 1. THE COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE: The Company s Philosophy is that Corporate Governance is a process which enables the Company to operate

More information

Corporate governance. Composition of the Board of Directors. committed to maximising long-term value to the shareholders and the Company

Corporate governance. Composition of the Board of Directors. committed to maximising long-term value to the shareholders and the Company Balaji Telefilms Limited is committed to sound governance process as its first step towards adequate investor protection. In view of this, the Company has complied extensively with the Corporate Governance

More information

COMPOSITION OF COMMITTEES OF ANJANI SYNTHETICS LIMITED

COMPOSITION OF COMMITTEES OF ANJANI SYNTHETICS LIMITED COMPOSITION OF COMMITTEES OF ANJANI SYNTHETICS LIMITED AUDIT COMMITTEES: 1) Audit s : Section 177 of the Companies Act, 2013 provides that every listed company shall constitute an Audit comprising of a

More information

HDFC STANDARD LIFE INSURANCE COMPANY LIMITED CORPORATE GOVERNANCE POLICY ( POLICY ) Version 4 PART A

HDFC STANDARD LIFE INSURANCE COMPANY LIMITED CORPORATE GOVERNANCE POLICY ( POLICY ) Version 4 PART A HDFC STANDARD LIFE INSURANCE COMPANY LIMITED CORPORATE GOVERNANCE POLICY ( POLICY ) Version 4 I) INTRODUCTION PART A The Corporate Governance Policy ( Policy ) provides the framework under which the Board

More information

Corporate Governance Report

Corporate Governance Report 52 Edelweiss Annual Report 2011-12 Corporate Governance Report Company s philosophy on Corporate Governance Corporate Governance is about promoting corporate fairness, transparency, accountability and

More information

AMENDMENTS IN SEBI LISTING AND DISCLOSURE REQUIREMENTS REGULATIONS (CA P.N. SHAH AND CS AMRUTA AVASARE)

AMENDMENTS IN SEBI LISTING AND DISCLOSURE REQUIREMENTS REGULATIONS (CA P.N. SHAH AND CS AMRUTA AVASARE) AMENDMENTS IN SEBI LISTING AND DISCLOSURE REQUIREMENTS REGULATIONS (CA P.N. SHAH AND CS AMRUTA AVASARE) Securities And Exchange Board of India (SEBI) had appointed a Committee under the Chairmanship of

More information

TATA CAPITAL LIMITED GUIDELINES ON CORPORATE GOVERNANCE

TATA CAPITAL LIMITED GUIDELINES ON CORPORATE GOVERNANCE TATA CAPITAL LIMITED GUIDELINES ON CORPORATE GOVERNANCE COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE The Company recognizes its role as a corporate citizen and endeavors to adopt e best practices and e

More information

Report of the Directors

Report of the Directors Report of the Directors Your Directors have pleasure in presenting the Annual Report of your Company and the audited accounts for the year ended March 31, 2016. FINANCIAL RESULTS The Summary of Financial

More information

Brahmaputra Infrastructure Limited

Brahmaputra Infrastructure Limited Annexure B REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2012-13 (Pursuant to clause 49 of the Listing Agreements entered into with the Stock Exchange) Company's policies on the Corporate Governance and

More information

CHAPTER 7 FINDINGS, CONCLUSION AND RECOMMENDATIONS

CHAPTER 7 FINDINGS, CONCLUSION AND RECOMMENDATIONS 177 CHAPTER 7 FINDINGS, CONCLUSION AND RECOMMENDATIONS INTRODUCTION Corporate control, cash flow rights etc are spread across many stakeholders such as managers, shareholders, directors through legal,

More information

NEW CONCEPTS UNDER COMPANIES ACT, 2013

NEW CONCEPTS UNDER COMPANIES ACT, 2013 NEW CONCEPTS UNDER COMPANIES ACT, 2013 Presented at: (WIRC-ICAI Mumbai Branch) Presented by: CA. Manoj Pati ACA, DISA Partner Kanu Doshi Associates Content OVERVIEW OF COMPANIES ACT,2013 Why there was

More information

Regulatory framework on corporate governance

Regulatory framework on corporate governance Corporate Governance Framework in India By Vaish Associates Advocates delhi@vaishlaw.com Vinay Vaish vinay@vaishlaw.com Hitender Mehta hitender@vaishlaw.com Ever since India s biggest-ever corporate fraud

More information

ETP Corporation Limited. Annual Report

ETP Corporation Limited. Annual Report ETP Corporation Limited Annual Report 2012-13 Director Mr. Shivaji Laxman Jambhale Mr. Roshan Shivaji Jambhale Mr. Kalpesh More Auditors Pritesh Damania Chartered Accoutants, Mumbai Registered Office

More information

Shree Pushkar Chemicals & Fertilisers Limited The Chemistry Behind Colours

Shree Pushkar Chemicals & Fertilisers Limited The Chemistry Behind Colours REPORT ON CORPORATE GOVERNANCE Shree Pushkar Chemicals & Fertilisers Limited The Directors present the Company s Report on Corporate Governance for the year ended March 31, 2017, in terms of Regulation

More information

Urban Infrastructure Trustees Limited

Urban Infrastructure Trustees Limited Urban Infrastructure Trustees Limited Directors Report To, The Members, Urban Infrastructure Trustees Limited Your Directors have the pleasure of presenting the 11 th Annual Report of the Company on the

More information

31ST ANNUAL REPORT

31ST ANNUAL REPORT 31ST ANNUAL REPORT - CORPORATE GOVERNANCE REPORT Your company confi rms the compliance of Corporate Governance as contained in the Securities Exchange Board of India (Listing Obligations and Disclosure

More information

IB INFOTECH ENTERPRISS LIMITED

IB INFOTECH ENTERPRISS LIMITED CORPORATE GOVERNANCE: Annexure - A COMPANY S PHILSOPHY ON CODE OF GOVERNANCE: IB Infotech Enterprises Limited aims at ensuring high ethical standards in all areas of its business operations to enhance

More information

Internal Guidelines on Corporate Governance of Fedbank Financial Services Limited PREAMBLE AND COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE:

Internal Guidelines on Corporate Governance of Fedbank Financial Services Limited PREAMBLE AND COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE: Internal Guidelines on Corporate Governance of Fedbank Financial Services Limited PREAMBLE AND COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE: Fedbank Financial Services Limited ( the Company/ Fedfina )

More information

TOYOTA FINANCIAL SERVICES INDIA LIMITED

TOYOTA FINANCIAL SERVICES INDIA LIMITED TOYOTA FINANCIAL SERVICES INDIA LIMITED V e rsion 1. 1 CORPORATE GOVERNANCE INTERNAL GUIDELINES 1 P a g e TABLE OF CONTENTS INTRODUCTION... 3 COMPOSITION OF BOARD AND COMMITTEES... 3 BOARD OF DIRECTORS...

More information

PAGARIA ENERGY LIMITED. 22 nd ANNUAL REPORT

PAGARIA ENERGY LIMITED. 22 nd ANNUAL REPORT PAGARIA ENERGY LIMITED 22 nd ANNUAL REPORT 2012-13 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

More information

ALPS MOTOR FINANCE LIMITED ANNUAL REPORT

ALPS MOTOR FINANCE LIMITED ANNUAL REPORT ALPS MOTOR FINANCE LIMITED ANNUAL REPORT 2013-2014 BOARD OF DIRECTORS Mr. Brij Kishore Sabharwal Whole Time Director Mr. Braj Mohan Singh n Executive & Independent Director Mr. Harshwardhan Koshal n Executive

More information

CORPORATE GOVERNANCE AND PUBLIC SECTOR UNDERTAKINGS

CORPORATE GOVERNANCE AND PUBLIC SECTOR UNDERTAKINGS CHAPTER-VII CORPORATE GOVERNANCE AND PUBLIC SECTOR UNDERTAKINGS Introduction: Corporate Governance has succeeded in attracting a good deal and public interest because of its apparent importance for the

More information

CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE REPORT 1. CORPORATE GOVERNANCE PHILOSOPHY : CORPORATE GOVERNANCE REPORT Your Company believes in adopting the best corporate governance practices, based on the following principles in order to maintain transparency,

More information

REPORT ON CORPORATE GOVERNANCE

REPORT ON CORPORATE GOVERNANCE REPORT ON CORPORATE GOVERNANCE 1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE The Company as a part of Kirloskar Group, is committed to maintain high standards of Corporate Governance. To us, Corporate

More information

ADDITIONAL SHAREHOLDER INFORMATION

ADDITIONAL SHAREHOLDER INFORMATION ADDITIONAL SHAREHOLDER INFORMATION ANNUAL GENERAL MEETING Date: Tuesday, July 29, 2014 Time: 2.00 p.m. Venue: The Music Academy New No. 168 (Old No. 306), T.T.K. Road, Royapettah, Chennai - 600 014. FINANCIAL

More information

Gaurav Pingle & Associates Company Secretaries, Pune

Gaurav Pingle & Associates Company Secretaries, Pune Clause-by-Clause Analysis of amended SEBI LODR Regulations, 2015 Background June 2 2017 SEBI Committee on Corporate Governance was formed under the Chairmanship of Mr. Uday Kotak with the aim of improving

More information

Board of Directors. K S Raju Chairman. N C B Nath. S R Ramakrishnan. D Ranga Raju. K Rahul Raju

Board of Directors. K S Raju Chairman. N C B Nath. S R Ramakrishnan. D Ranga Raju. K Rahul Raju Board of Directors K S Raju Chairman N C B Nath S R Ramakrishnan D Ranga Raju K Rahul Raju Auditors M/s. M Bhaskara Rao & Co., Chartered Accountants - 500 082 INDIA Registered Office 8-2-248, Nagarjuna

More information

ARCO LEASING LIMITED

ARCO LEASING LIMITED ARCO LEASING LIMITED 28TH ANNUAL REPORT 2011-12 BOARD OF DIRECTORS: SHRI RAJENDRA RUIA SHRI NARENDRA RUIA SMT MEENAKSHI RUIA AUDITORS: N. L. MEHTA & ASSOCIATES CHARTERED ACCOUNTANTS MUMBAI REGISTERED OFFICE:

More information

Your Company s performance during the year as compared with that during the previous year is summarized below:

Your Company s performance during the year as compared with that during the previous year is summarized below: Igarashi Motors India Limited DIRECTORS REPORT To The Shareholders, Your Directors have pleasure in presenting their Twenty Fourth Annual Report of your Company, together with the Audited Accounts for

More information

Part A (DD/MM/YYYY) (a)* Date of Board of Directors' meeting in which consolidated financial statements were approved

Part A (DD/MM/YYYY) (a)* Date of Board of Directors' meeting in which consolidated financial statements were approved FORM NO. AOC-4 CFS [Pursuant to section 137 of the Companies Act, 2013 and Rule 12 of Companies (Accounts) Rules, 2014] Form for filing consolidated financial statements and other documents with the Registrar

More information

N O T I C E. To consider and, if deemed fit, to pass, with or without modification(s), the following Resolution

N O T I C E. To consider and, if deemed fit, to pass, with or without modification(s), the following Resolution N O T I C E Notice is hereby given that the Thirty Fifth Annual General Meeting of the Members of Bodhtree Consulting Limited will be held at Crystal-I, Radisson, Hitec City, Gachibowli, Hyderabad, Telangana

More information

Annexure C to the Directors Report

Annexure C to the Directors Report Annexure C to the s Report Report on Corporate Governance For the Financial Year ended March 31, 2017 [PURSUANT TO SCHEDULE V (C) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,

More information

Failure of Corporate Governance at Satyam By Mr. Shardul S. Shroff, Amarchand Mangaldas

Failure of Corporate Governance at Satyam By Mr. Shardul S. Shroff, Amarchand Mangaldas Failure of Corporate Governance at Satyam By Mr. Shardul S. Shroff, Amarchand Mangaldas Anatomy of the Satyam scam Satyam Computer Services Limited ( Satyam ) was incorporated in 1987. It is listed on

More information

RALLIS CHEMISTRY EXPORTS LIMITED

RALLIS CHEMISTRY EXPORTS LIMITED RALLIS CHEMISTRY EXPORTS LIMITED 6TH ANNUAL REPORT FOR THE YEAR ENDED 31ST MARCH, 2015 ------------------------------------------------------------------ RALLIS CHEMISTRY EXPORTS LIMITED ------------------------------------------------------------------

More information

LEXport. R-1, Second Floor, Park View Apartments Hauz Khas Enclave, New Delhi

LEXport. R-1, Second Floor, Park View Apartments Hauz Khas Enclave, New Delhi CHALLENGES IN CORPORATE GOVERNANCE UNDER COMPANIES ACT, 2013 & SEBI LISTING REGULATIONS, 2015 SRINIVAS KOTNI MANAGING PARTNER SUMIT WADHVA SENIOR ASSOCIATE LEXport Advocates & Legal Consultants R-1, Second

More information

Report on Corporate Governance

Report on Corporate Governance Report on Corporate Governance Clause 49 of the listing agreement with the Indian Stock Exchanges stipulates the norms and disclosure standards that have to be followed on the Corporate Governance front

More information

AZURE EXIM SERVICES LIMITED (Formerly known as Hindustan Continental Limited)

AZURE EXIM SERVICES LIMITED (Formerly known as Hindustan Continental Limited) AZURE EXIM SERVICES LIMITED (Formerly known as Hindustan Continental Limited) 20 TH ANNUAL REPORT 2012-13 PDF processed with CutePDF evaluation edition www.cutepdf.com Board of Directors Mr. Dilip Kumar

More information

CHAPTER-9 CONCLUSION AND SUGGESTIONS

CHAPTER-9 CONCLUSION AND SUGGESTIONS .. CHAPTER-9 CONCLUSION AND SUGGESTIONS CHAPTER-9 CONCLUSION AND SUGGESTIONS Corporate reporting and disclosure of information to the finan ial community play an important part in building investors confidence

More information

Evolution of Secretarial audit

Evolution of Secretarial audit 1 Evolution of Secretarial audit Until 2000 Securities related Audit (Clause 47C) February 2000 Corporate Governance (Clause 49) Companies (Compliance Certificate) Rules, 2001 (Section 383A) Unlisted companies

More information

TRACK RECORD OF THE PUBLIC ISSUES MANAGED BY THE MERCHANT BANKER IN THE LAST 3 FINANCIAL YEARS

TRACK RECORD OF THE PUBLIC ISSUES MANAGED BY THE MERCHANT BANKER IN THE LAST 3 FINANCIAL YEARS A. For Equity Issues Name of the Mahabir Metallex Limited_SME IPO 1 Type of issue (IPO/ FPO) SME IPO 2 Issue size (Rs crore) Rs. 3.90 crores 3 Grade of issue alongwith name of the rating agency Not Applicable

More information

DIRECTORS REPORT. (Rs. in lacs) Particulars Year ended Year ended Total Revenue (Other Income)

DIRECTORS REPORT. (Rs. in lacs) Particulars Year ended Year ended Total Revenue (Other Income) DIRECTORS REPORT Dear Members, Your Directors have pleasure in presenting the 55th Annual Report on the business and operations of the Company, together with the audited financial accounts for the financial

More information

Bharat Nidhi Limited

Bharat Nidhi Limited ANNUAL REPORT 20112012 Bharat Nidhi Limited BHARAT NIDHI LIMITED CORPORATE INFORMATION CHAIRMAN Mr. Vineet Jain Contents DIRECTORS COMPANY SECRETARY BANKERS AUDITORS SHARE TRANSFER AGENT Mr. Vijay Bhushan

More information

SEGMENT- I: INFORMATION AND PARTICULARS IN RESPECT OF BALANCE SHEET. From (DD/MM/YYYY) To (DD/MM/YYYY)

SEGMENT- I: INFORMATION AND PARTICULARS IN RESPECT OF BALANCE SHEET. From (DD/MM/YYYY) To (DD/MM/YYYY) FORM NO. AOC-4 [Pursuant to section 137 of the Companies Act, 2013 and sub-rule (1) of Rule 12 of Companies (Accounts) Rules, 2014] Form for filing financial statement and other documents with the Registrar

More information

Nalwa Sons Investments Limited

Nalwa Sons Investments Limited Nalwa Sons Investments Limited Annual Report 2011-12 Shri O.P. Jindal Augutst 7, 1930 - March 31, 2005 O.P. Jindal Group - Founder & Futurist Board of Directors Executive Director & Chief Executive Officer

More information

PDF processed with CutePDF evaluation edition

PDF processed with CutePDF evaluation edition PDF processed with CutePDF evaluation edition www.cutepdf.com Email: xlield@gmail.com 1) To receive, consider and adopt the Audited Proit and Loss Account for the year ended 31 3) To consider and if thought

More information

ANNUAL REPORT VIRAT LEASING LIMITED

ANNUAL REPORT VIRAT LEASING LIMITED ANNUAL REPORT 2012 2013 CONTENTS Corporate Information Notice Directors Report Report On Corporate Governance Auditors Certificate On Corporate Governance Independent Auditors Report Balance Sheet Statement

More information

Your Directors have pleasure in presenting the Seventieth Annual Report for the year ended on March 31, 2016.

Your Directors have pleasure in presenting the Seventieth Annual Report for the year ended on March 31, 2016. 19 Directors Report Your Directors have pleasure in presenting the Seventieth Annual Report for the year ended on March 31, 2016. Financial Results (` Cr) Particulars For the year ended on March 31, 2016

More information

Corporate Governance: Guide for Directors

Corporate Governance: Guide for Directors Corporate Governance: Guide for Directors Ashish Makhija Ministry of Company Affairs continues its march towards simplification of the Companies Act, 1956 and reduction of government control over the corporates.

More information

SMIFS CAPITAL MARKETS LIMITED

SMIFS CAPITAL MARKETS LIMITED SMIFS CAPITAL MARKETS LIMITED Board of Directors Mr. Utsav Parekh Chairman w.e.f. 01.04.2009 (Executive Chairman up to 31.03.2009) Mr. Ramesh Maheshwari Director Mr. Ajay Kumar Kayan Director Mr. Chandranath

More information

1. Financial summary or highlights/performance of the Company (Standalone)

1. Financial summary or highlights/performance of the Company (Standalone) Directors Report (2015-16) Container Gateway Limited To, The Members Your Directors have pleasure in presenting their 9 th Annual Report on the business and operations and Audited Annual Financial Statements

More information

T. STANES AND COMPANY LIMITED

T. STANES AND COMPANY LIMITED T. STANES AND COMPANY LIMITED MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE & DEVELOPMENT: The Company is mainly engaged in agro-products manufacturing / marketing and distribution activities which

More information

June 29th, 2007; July 31st 2007; October 31st, 2007; November 29th, 2007; January 30th, 2008, and February 28th, 2008.

June 29th, 2007; July 31st 2007; October 31st, 2007; November 29th, 2007; January 30th, 2008, and February 28th, 2008. KHAITAN ELECTRICALS LIMITED CORPORATE GOVERNANCE REPORT. Company s Philosophy on Code of Governance: Your Company believes that good corporate governance entails the balancing of corporate actions with

More information

Statement of amounts credited to investor education and protection fund (See rule 3)

Statement of amounts credited to investor education and protection fund (See rule 3) Statement of amounts credited to investor education and protection fund (See rule 3) FORM NO. 1 Registration No. Authorised Capital : Rs. (To be submitted by the Company to the concerned Registrar of Companies

More information

CONTENTS. Board of Directors...2. Directors Report...3. Management Discussion and Analysis...8. Corporate Governance... 10

CONTENTS. Board of Directors...2. Directors Report...3. Management Discussion and Analysis...8. Corporate Governance... 10 CONTENTS Board of Directors...2 Directors Report...3 Management Discussion and Analysis...8 Corporate Governance... 10 General Shareholder Information... 16 Report on Corporate Social Responsibility...

More information

Board s Report ANNUAL REPORT

Board s Report ANNUAL REPORT Board s Report Dear Shareholders, Your Directors present to you the Sixth Annual Report together with the audited statement of accounts of the Company for the financial year ended March 31, 2016. FINANCIAL

More information

The Chairman of the Audit Committee shall be an independent Director who is elected by the members of the Audit Committee.

The Chairman of the Audit Committee shall be an independent Director who is elected by the members of the Audit Committee. The Jana Bank Limited has in place the Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and as required by RBI. Chairman The Chairman of the Audit Committee shall

More information

CORPORATE GOVERNANCE CODE UJJIVAN FINANCIAL SERVICES LIMITED. Updated as on November 02, 2017

CORPORATE GOVERNANCE CODE UJJIVAN FINANCIAL SERVICES LIMITED. Updated as on November 02, 2017 CORPORATE GOVERNANCE CODE OF UJJIVAN FINANCIAL SERVICES LIMITED Updated as on November 02, 2017 A. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE Ujjivan Financial Services Limited ( the Company / Ujjivan)

More information

CEO. Board of Directors. Auditors. Bankers. Company Secretary. Registered Office. V S Raghavan. Dalal & Shah Chartered Accountants

CEO. Board of Directors. Auditors. Bankers. Company Secretary. Registered Office. V S Raghavan. Dalal & Shah Chartered Accountants Contents Board of Directors...2 Directors Report...3 Management Discussion and Analysis...8 Corporate Governance... 10 General Shareholder Information... 16 Report on Corporate Social Responsibility...

More information

CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE GUIDELINES TO THE SHAREHOLDERS OF ONE BANK LIMITED

CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE GUIDELINES TO THE SHAREHOLDERS OF ONE BANK LIMITED CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE GUIDELINES TO THE SHAREHOLDERS OF ONE BANK LIMITED We have examined the status of compliance to the BSEC guidelines on Corporate Governance

More information

TAYO ROLLS LIMITED. (A Enterprise) Regd. Office : Annex - 2, General Office Premises, Tata Steel Ltd., P.O. & P.S. Bistupur Jamshedpur

TAYO ROLLS LIMITED. (A Enterprise) Regd. Office : Annex - 2, General Office Premises, Tata Steel Ltd., P.O. & P.S. Bistupur Jamshedpur TAYO ROLLS LIMITED (A Enterprise) Regd. Office : Annex - 2, General Office Premises, Tata Steel Ltd., P.O. & P.S. Bistupur Jamshedpur 831 001 NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING

More information

Non-Executive Independent Director

Non-Executive Independent Director B O A R D O F D I R E C T O R S Mr. A. B. Kalyani Mr. B. B. Hattarki Mr. M. U. Takale Ms. A. A. Sathe Chairman Non-Executive Independent Director Non-Executive Independent Director Non-Executive Independent

More information

SEBI Order and Satyam Scandal: Much Needed Impetus

SEBI Order and Satyam Scandal: Much Needed Impetus SEBI Order and Satyam Scandal: Much Needed Impetus GAURAV ARORA M. SUPRITHA PRODATURI INTRODUCTION 1. More than five years ago Corporate India was taken aback when the founder of Satyam Computer Services

More information

INDEPENDENT AUDITOR S REPORT To The Members of INFOSYS LIMITED Report on the Standalone Financial Statements

INDEPENDENT AUDITOR S REPORT To The Members of INFOSYS LIMITED Report on the Standalone Financial Statements INDEPENDENT AUDITOR S REPORT To The Members of INFOSYS LIMITED Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of INFOSYS LIMITED ( the Company

More information

STATE OF COMPANY S AFFAIRS

STATE OF COMPANY S AFFAIRS SAVERA INDUSTRIES LIMITED To the members of Savera Industries Ltd, DIRECTORS REPORT The Directors are pleased to present the 47th Annual Report of Savera Industries Ltd (the company), and the audited financial

More information

AUDIT AND RISK MANAGEMENT COMMITTEE

AUDIT AND RISK MANAGEMENT COMMITTEE AUDIT AND RISK MANAGEMENT COMMITTEE Type: Governance Document Owner: Board of Directors Custodian: CFO/Chief Internal Auditor Effective Date: 1 st May 2010 Review Schedule: Annual Last Review: 26 th September

More information

BLOOM ENERGY CORPORATION CORPORATE GOVERNANCE GUIDELINES. (As adopted on May 10, 2018)

BLOOM ENERGY CORPORATION CORPORATE GOVERNANCE GUIDELINES. (As adopted on May 10, 2018) BLOOM ENERGY CORPORATION CORPORATE GOVERNANCE GUIDELINES (As adopted on May 10, 2018) The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Bloom Energy

More information

INSIGHT Special Edition October 13, 2017

INSIGHT Special Edition October 13, 2017 INSIGHT Special Edition October 13, 2017 Corporate Governance Report - A Ready Reckoner BACKGROUND The Committee on Corporate Governance ( CG Committee ) was constituted by SEBI on June 2, 2017 under the

More information

Auditors' Certificate regarding compliance of conditions of Corporate Governance

Auditors' Certificate regarding compliance of conditions of Corporate Governance Auditors' Certificate regarding compliance of conditions of Corporate Governance To the Members of VST Industries Limited We have examined the compliance of conditions of Corporate Governance by VST Industries

More information

Postal Ballot Notice [Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014]

Postal Ballot Notice [Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014] NOVOPAN INDUSTRIES LIMITED Registered Office: IDA, Phase-II, Patancheru, Medak District, Telangana - 502319 Phone : 040-27902663, Fax : 040-27902665, Website: www.novopan.in Email: investor@novopan.in,

More information

CORPORATE GOVERNANCE IN INDIA: AN ANALYSIS

CORPORATE GOVERNANCE IN INDIA: AN ANALYSIS 81 CORPORATE GOVERNANCE IN INDIA: AN ANALYSIS Meghna Thapar Hidayatullah National Law University, Raipur, Chhattisgarh, India meghathapar6@gmail.com Arjun Sharma Hidayatullah National Law University, Raipur,

More information

IMPACT OF CORPORATE GOVERNANCE DISCLOSURES ON FINANCIAL PERFORMANCE

IMPACT OF CORPORATE GOVERNANCE DISCLOSURES ON FINANCIAL PERFORMANCE Inspira-Journal of Commerce, Economics & Computer Science 60 ISSN : 2395-7069, Volume 01, No. 03, July- September, 2015, pp. 60-67 IMPACT OF CORPORATE GOVERNANCE DISCLOSURES ON FINANCIAL PERFORMANCE Dr.

More information

BELSTAR INVESMENT AND FINANCE PRIVATE LIMITED

BELSTAR INVESMENT AND FINANCE PRIVATE LIMITED BELSTAR INVESMENT AND FINANCE PRIVATE LIMITED CORPORATE GOVERNANCE @V2 Placed to Board for approval 30 th October 2018. 1. PREAMBLE AND COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE Belstar Investment and

More information

BELSTAR INVESMENT AND FINANCE PRIVATE LIMITED

BELSTAR INVESMENT AND FINANCE PRIVATE LIMITED BELSTAR INVESMENT AND FINANCE PRIVATE LIMITED CORPORATE GOVERNANCE @Approved By The Board Of Director On 30 th January 2018. 1. PREAMBLE AND COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE Belstar Investment

More information