CORPORATE GOVERNANCE REPORT FOR THE YEAR 2008-09
(As
required under Clause 49 of the Listing Agreement with the Stock Exchange)
WALCHAND PEOPLEFIRST LIMITED believes that the essence of
Corporate Governance lies in promoting and maintaining integrity, transparency
and accountability in the higher echelons of management. It is not only a
pre-requisite
for facing intense competition for sustainable growth in
the emerging global market scenario but is also an embodiment of the parameters
of fairness, accountability, disclosures and transparency to maximize value for
the stakeholders. Corporate Governance
at Walchand is not limited to statutory and legal compliances but is the
natural and voluntary code of managing its operations, which has enabled it to
continuously create value for all its stake holders.
Good Corporate Governance contributes to sustainable
development by enhancing the performance of Companies. Corporate Governance is
one of the pillars of WALCHAND’s focus on sustainability. Better Corporate
Governance allows companies to recognize and act to fulfill their environmental
and social responsibilities. Accordingly, it contributes to long- term,
sustainable growth.
In India, corporate governance standards for
listed companies are regulated by the Securities and Exchange Board of India
(SEBI) through Clause 49 of the listing agreement of the Stock Exchanges. As a
Company, which believes in implementing and adopting best-in-class corporate
governance policies, WALCHAND PEOPLEFIRST LIMITED has adopted practices
mandated in the revised Clause 49 and has established procedures and systems to
be compliant with it.
Corporate governance is about the dilution of ethical and
moral self- restraint reflecting the feeble voice of the “little inner man
inside us” relaxes the urge to be clean and honest. The report on the Corporate
Governance is to fulfill this commitment. An organization is able to attract
investors, and enhance the trust and confidence of all stakeholders by
following the best governance practices.
Our governance philosophy is based on the following:-
1.
Management must have the executive freedom to drive the
enterprise forward without undue restraints and Management is the trustee of
the shareholders capital and not the owner. This freedom of management should
be exercised within a framework of effective accountability.
2.
Provide an enabling environment to harmonise the goals of
maximizing stakeholder value and maintaining a customer centric focus.
3.
Have a simple and
transparent corporate structure driven solely by business needs.
4.
Communicate externally, in a truthful manner, about how the
Company is running internally.
5.
Make clear distinction between personal conveniences and
corporate resources.
6.
Be transparent and maintain a high degree of disclosure
levels in all facets of its operations.
7.
Satisfy the spirit of the law and not just the letter of
the law.
The Company’s philosophy on Corporate Governance is thus
concerned with the ethics, values and morals of the Company and its Directors,
who are expected to act in the best interests of the Company and remain
accountable to shareholders and other beneficiaries for their action.
Your
Board of Directors presents the Corporate Governance Report for the year 2008-
09.
2.
BOARD OF DIRECTORS
a. Size
and Composition of Board
The
composition and category of Directors as on March 31, 2009 are as under:-
|
Name of Directors |
Category |
No. of Directorships in other
Companies |
No. of Membership/Chairmanship of other Board Committees |
||
|
|
|
Public |
Private |
Member |
Chairman |
|
Ms. Pallavi Jha |
Chairperson and Managing Director |
1 |
2 |
- |
- |
|
Mr. Sanjay Jha |
Whole time |
1 |
2 |
- |
- |
|
*Mr. M.N. Bhagwat |
Independent Non-executive |
6 |
- |
5 |
3 |
|
Dr. S.C. Jha |
Independent Non-executive |
1 |
- |
- |
- |
|
**Mr. V.K.Verma |
Independent Non-executive |
- |
- |
- |
- |
|
Ms.
Poonam Barua |
Independent Non-executive |
- |
- |
- |
- |
**Mr. V.
K. Verma – Re-appointed as an Independent Non-executive Director of the Company
at the Annual General Meeting of the Company held on September 30, 2008.
b. Attendance
at Board Meeting and Annual General Meeting :-
During the accounting year
2008-09, four Board Meetings were held on April 21, 2008, July 31, 2008,
October 24, 2008 and January 27, 2009.
The Annual General Meeting of
the Company for the financial year 2007-2008 was held on September 30, 2008.
Attendance at Board Meeting and last Annual General
Meeting:-
|
Name of
Directors |
No. of Board
Meetings attended |
Attendance at
last AGM |
|
Ms. Pallavi Jha |
4 |
Present |
|
Mr. Sanjay Jha |
4 |
Present |
|
Mr. M.N. Bhagwat |
4 |
Present |
|
Dr. S.C. Jha |
3 |
Absent |
|
Mr. V.K.Verma |
3 |
Absent |
|
Ms. Poonam Barua |
4 |
Absent |
c.
Board’s Functioning & Procedures: -
The Board has complete access to
any information within the Company. At meetings of the Board, it welcomes the
presence of Managers who can provide additional insights into the items being
discussed.
The items placed at the Meeting
of the Board include the following:-
·
Unaudited Quarterly/Half Yearly financial results and
Audited Annual Accounts of the Company, results and capital employed, for
consideration and approval,
·
Minutes of meetings of Audit, Share Holders Grievance
Committee and Remuneration Committee,
·
Abstracts of circular resolutions passed,
·
General notices of interest,
·
Sale and/or purchase of investments, fixed assets,
·
Review compliance of all laws applicable to the Company
including the requirements of the Listing Agreement with the Stock Exchanges
and steps taken by the Company to rectify instances of non compliances, if any,
·
Related party transactions,
·
Reviewing the Company’s Financial and Risk Management
policies,
·
Reviewing the business plan and strategy of the Company,
·
Reviewing the operations of the Subsidiary Company-Walchand
TalentFirst Limited,
·
Financial Results of Subsidiary Company-Walchand
TalentFirst Limited,
·
Minutes of the Board of Directors of Subsidiary
Company-Walchand TalentFirst Limited,
All the
items in the Agenda are accompanied by notes giving comprehensive information
on the related subject and in certain matters such as financial /business
plans, financial results, detailed presentations are made. The Agenda and the relevant notes are sent
in advance separately to each Director to enable the Board to take informed
decisions.
The
Minutes of the Meetings of the Board are circulated through email to all
Directors and confirmed at the subsequent Meeting. The Minutes of the Audit
Committee, Remuneration Committee, Shareholders’ Grievance Committee and the
Minutes of the Board of Directors Meetings of the Subsidiary Company are also
are circulated through email to all Directors and thereafter tabled for
discussion at the subsequent Board Meeting.
3.
AUDIT COMMITTEE
Audit
committee acts as a link between the Statutory and Internal Auditors and the
Board of Directors. The primary objective of the Audit Committee is to provide
effective supervision of the management’s financial reporting process with a
view to ensure accurate, timely and proper disclosures.
a.
Size
and Composition:-
The Board
constituted an Audit Committee of Directors on April 26, 2001 having Mr. Sanjay Jha, Whole-Time
Director and Dr. S. C. Jha, Non-Executive Independent Director as Members and
Mr. M.N. Bhagwat, Non-Executive Independent Director as Chairman of the
Committee. Mr. V.K. Verma, Non-Executive Independent Director was appointed as
a Member of the Audit Committee with effective from April 12, 2006 by passing a
circular resolution, which was noted by the Board at their meeting, held on
April 28, 2006.
The Members of the Committee are
well versed in finance / accounts, legal matters and general business practices.
b. Attendance
at the Audit Committee Meetings:-
During the accounting year 2008-09, four Audit Committee Meetings were held on April 21, 2008, July 31, 2008, October 24,
2008 and January 27, 2009.
|
Name of Members |
No. of Audit Committee
Meetings attended |
|
Mr. Sanjay Jha |
4 |
|
Mr.
M.N. Bhagwat |
4 |
|
Dr. S.C. Jha |
3 |
|
Mr.
V.K.Verma |
3 |
c.
The functions of the Audit Committee include the
following:-
·
Reviewing the Company’s financial reporting process and the
disclosure of its financial information to ensure that the financial statement
is correct, sufficient and credible.
·
Recommending the appointment and removal of external
Auditor, fixation of Audit fee and also approval for payment for any other
expenses.
·
Reviewing with management the Annual/Half-yearly/ Quarterly
financial statements before submission to the Board.
·
Reviewing with management, external and internal Auditors,
the adequacy of the internal control systems.
·
Reviewing the adequacy of Internal Audit function,
including reporting structure coverage and frequency of Internal Audit.
·
Discussion with External Auditors before the Audit, nature
and scope of Audit, any significant findings and follow up thereon as well as
post-Audit discussion to ascertain any area of concern.
·
Reviewing the findings of any internal investigations by
Internal Auditors into matters where there is suspected fraud or irregularity
or a failure of internal control systems of a material nature and reporting the
matter to the Board.
·
To look into the reasons for substantial defaults in the
payment to the depositors, shareholders (in case of non payment of declared
dividends) and creditors.
·
Related party transactions,
·
To review the matters required to be included in the
Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (2AA) of Section 217 of the Companies Act, 1956.
·
To review the Management discussion and analysis of
financial condition and results of operations.
All the
items in the Agenda are accompanied by notes giving comprehensive information
on the related subject and in certain matters such as financial results,
detailed presentations are made. The
Agenda and the relevant notes are sent in advance separately to each Member to
enable the Committee to take informed decisions.
The
Minutes of the Meetings of the Committee are circulated through email to all
Directors and confirmed at the subsequent Meeting.
4. REMUNERATION
COMMITTEE
The
purpose of the Committee shall be to discharge the Board’s responsibilities
relating to formulation of compensation plans and policies of the Company’s
Executive Directors.
a.
Size
and Composition:-
The Board constituted
Remuneration Committee of Directors on April 29, 2004 having Mr. M.N. Bhagwat,
Non-executive Independent Director and Mr. Shailesh Haribhakti, Non-executive
Independent Director as Members and Dr. S. C. Jha, Non-executive Independent
Director as Chairman of the Committee.
Mr. Shailesh Haribhakti resigned
from the Directorship at the Board meeting held on October 27, 2005 as a result
he ceased to be a member of remuneration committee.
Mr. V K Verma, Non- Executive
Independent Director of the Company was appointed as a member of the
Remuneration Committee with effective from April 4, 2007 by passing a circular
resolution, which was noted by the Board at their meeting, held on April 26,
2007.
The broad terms of the Committee
are to determine and review remuneration/compensation package of Managing
Director and Whole Time Director of the Company.
b. Attendance
at the Remuneration Committee Meetings:-
During the
accounting year 2008-09, there was no change in Company’s Compensation Policy
laid down for its Executive Directors and hence no Meeting of the Committee was held during the accounting year 2008-2009.
c.
Disclosure of Remuneration paid :-
At present Non–executive and
Independent Directors are not paid any remuneration except sitting fees for
attending Board Meetings.
Details of remuneration paid to
Directors during the accounting year ended March 31, 2009 are as under:
|
Name Of
Directors |
Salary (Amt in
Lacs) |
Contribution To P.F.
Gratuity and Superannuation Fund (Amt in
Lacs) |
Perquisites
(Amt in Lacs) |
Sitting Fees (Amt in
Lacs) |
Total (Amt in
Lacs) |
|
Ms. Pallavi Jha |
10.35 |
2.59 |
1.65 |
14.59 |
|
|
Mr. Sanjay Jha |
10.22 |
2.46 |
1.78 |
0.00 |
14.46 |
|
Mr. M.N. Bhagwat |
- |
- |
- |
0.4 |
0.4 |
|
Dr. S. C. Jha |
- |
- |
- |
0.3 |
0.3 |
|
Mr. V.K.Verma |
- |
- |
- |
0.3 |
0.3 |
|
Ms. Poonam Barua |
- |
- |
- |
0.4 |
0.4 |
Note: - Except Ms. Pallavi Jha who is Chairperson and Managing
Director and Mr. Sanjay Jha who is Whole Time Director all other Directors are
Non- Executive Directors.
5.
SHAREHOLDERS GRIEVANCE COMMITTEE
The Committee has the mandate to review, redress
shareholders’ grievances, to approve all share transfers.
a.
Size
and Composition:-
The
Company reconstituted Shareholders Grievance Committee in July 2001 to
specifically look into the redressal of the shareholders grievances and also
the share transfers and other investor related matters. The Committee consisted
of Mr. Sanjay Jha - Chairman and Ms. Pallavi Jha – Member till 19th
January, 2009. As per the Provisions of the Clause 49(IV)(G) of the Listing
Agreement a Non – Executive Director of the Company should be the Chairman of
the Shareholders’ Grievance Committee. Hence, the Board of Directors in their
Board Meeting dated 27th January, 2009 appointed Mr. V. K. Verma, a
Non-Executive Director as the Chairman of the Shareholders’ Grievance Committee
in place of Mr. Sanjay Jha. Mr. Vivek Wadhavkar, Associate Vice President has
been designated as the Compliance Officer.
b. Meeting
of the Shareholders’ grievance committee
Meetings:-
During the accounting year
2008-09, twenty-one
Shareholders’
Grievance Committee Meetings were held on 02/04/2008, 16/04/2008, 03/05/2008,
17/05/2008, 04/06/2008, 18/06/2008, 04/07/2008, 18/07/2008, 04/08/2008,
20/08/2008, 05/09/2008, 18/09/2008, 17/10/2008, 04/11/2008, 05/12/2008,
19/12/2008, 02/01/2009, 19/01/2009, 03/02/2009, 02/03/2009, 17/03/2009.
c.
The functions of the Shareholders’ Grievance
Committee include the following:-
·
Transfer /Transmission of shares,
·
Issue of duplicate share certificates,
·
Review of shares dematerialized and all other related
matters,
·
Monitors expeditious redressal of investors’ grievances,
·
Non receipt of Annual report and declared dividend,
·
All other matters related to shares.
d. Investor
Grievance Redressal
Number of complaints
received and resolved to the satisfaction of investors during the year under
review and their break-up are as under:
|
Type of Complaints |
No. of complaints |
|
Non
Reciept of Annual Reports |
0 |
|
Non
Reciept of Dividend Warrants |
1 |
|
Non
Reciept of Interest or Redemption Warrants |
0 |
|
Non
Reciept of Certificates |
0 |
|
TOTAL |
1 |
During
the accounting year ended March 31, 2009, one complaint was received from
shareholder, which has been attended/ resolved as of date. All valid share
transfers received during the accounting year ended March 31, 2009 have been
acted upon. There were no share transfers pending as on March 31, 2009, for
more than 30 days.
The Shareholders Grievance
Committee continued to function effectively and held twenty-one Meetings during
the year under review. It continued to attend the matters related to Share
Transfers and redressal of Shareholders’ complaints. This Committee has three
Members, namely, Ms. Pallavi Jha, Chairperson & Managing Director, Mr.
Sanjay Jha, Whole Time Director and Mr. V. K. Verma, Independent Non-Executive Director.
Mr. Vivek Wadhavkar is designated as Compliance Officer. The complaints and
grievances of shareholders received were duly attended by the Committee and as
of now no complaints are pending. Ms. Pallavi Jha, Chairperson & Managing
Director and Mr. Sanjay Jha, Whole time Director were present in all twenty one
Meetings held during the year and Mr. V. K. Verma, Independent Non-Executive Director
was present in all the three Meetings held after his appointment on January 27,
2009.
6.
SUBSIDIARY COMPANY’S MONITORING FRAMEWORK
The
Minutes of the Meetings of the Board of Subsidiary Company are circulated
through email to all Directors and confirmed at the subsequent Meeting.
7.
GENERAL BODY MEETINGS
a. The
particulars of last three Annual General Meetings are as under:-
|
Financial Year |
Day and Date |
Location |
Time |
|
2005-2006 |
Friday, July 28, 2006 |
Walchand Hirachand Hall, Indian Merchant
Chambers., IMC Marg, Churchgate, Mumbai – 400 020. |
2.30 P.M. |
|
2006-2007 |
Friday,
July 27, 2007 |
Walchand Hirachand Hall, Indian Merchant
Chambers., IMC Marg, Churchgate, Mumbai – 400 020. |
3.00 P.M. |
|
2007-2008 |
Tuesday,
September 30, 2008 |
Walchand Hirachand Hall, Indian Merchant
Chambers., IMC Marg, Churchgate, Mumbai – 400 020. |
11.00 A.M. |
b.
Whether any Special Resolutions were passed in the previous three AGMs? Yes.
At the Annual General Meeting of
the Shareholders held on July 27, 2007, Ms. Pallavi Jha was re-appointed as the
Managing Director of the Company for a further period of 3 years with effect
from July 26, 2007 and Mr. Sanjay Jha was appointed as Whole Time Director of
the Company for a period of 3 years with effect from July 27, 2007.
8.
DISCLOSURES
·
Ms. Shefali Saxena, resigned from the post of Vice
President - Finance with effect from March 31, 2009.
·
Mr. Harshad Mane, was appointed as the Company Secretary of
the Company with effect from December 01, 2008.
·
The related party transactions as per Accounting Standard
18 is set out at note no. 4 of Schedule “O” in notes forming part of accounts
in the Annual Report. These
transactions are not likely to have any conflict with the Company’s interest
except as stated in para 12 of Annexure to Auditors Report.
·
The Company has complied with the requirements of the Stock
Exchange (BSE), the Securities and Exchange Board of India (SEBI) and Statutory
Authorities on all matters related to capital markets and no penalties /
strictures were imposed on the Company during the last three years.
·
During the year the following amounts were transferred to
the Investor Education and protection fund :-
|
Particulars
|
Date
of transfer |
Amount
(Rs.) |
|
Matured
Deposits |
- |
- |
|
Interest
on Matured Deposits |
- |
- |
|
Matured
Deposits |
- |
- |
|
Interest
on Matured Deposits |
- |
- |
|
Matured
Deposits |
- |
- |
|
Unpaid
Dividend |
20/10/2008 |
68,000 |
·
Adoption of non mandatory requirements under Clause 49 of
the Listing Agreement are being reviewed by the Board from time to time.
9.
CODE OF CONDUCT
The
Board of Directors has adopted the Code of Business Conduct and Ethics for
Directors and Senior Management. The Code is reviewed from time to time by the
Board. The said Code has been communicated to the Directors and the Members of
the Senior Management. The Code has also been posted on the Company’s website
www.walchandpeoplefirst.com.
10.
TRADING IN THE COMPANY’S
SHARES BY DIRECTORS AND DESIGNATED EMPLOYEES
In
compliance with the SEBI (Prevention of Insider Trading) Regulations, 1992, our
Company has appointed Mr.Vivek Wadhavkar as the Compliance Officer who is
responsible for setting policies, procedures for the preservation of price
sensitive information, pre-clearance of trade, monitoring of trades and
implementation of the Code of Conduct for trading in Company’s securities under
the overall supervision of the Board. The Company has adopted a Code of Conduct
for Prevention of Insider Trading.
11.
MEANS OF COMMUNICATION
·
The Quarterly and Half-Yearly results of the Company are
published in English and Marathi National dailies. The Financial results are
also displayed on the website of the Company www.walchandpeoplefirst.com
·
The Company is complying with EDIFAR requirement as
directed by SEBI. The shareholders can view entries by logging into the Website
‘sebiedifar.nic.in’
·
The Management Discussion and Analysis Report forms a part
of this Annual Report, which is sent to each member by post.
·
The Company informs the Stock Exchange all price sensitive
matters or such other matters which are material and of relevance to the
shareholders.
12.
GENERAL SHAREHOLDER
INFORMATION
a. Annual
General Meeting
·
Date : 30th September , 2009.
·
Time : 11.00 A.M.
·
Venue : Walchand Hirachand Hall,
Indian Merchants’Chamber,
IMC
Marg, Churchgate, Mumbai – 400 020
b. Financial Calendar :
·
Financial
Reporting for
|
Quarter
ending June 30, 2009 |
By end
July 2009 |
|
Quarter/Half
year ending Sept. 30, 2009 |
By end
October 2009 |
|
Quarter ending December 31 , 2009 |
By end
January 2010 |
|
Quarter/Year ending March 31, 2010 |
By end
April 2010 |
·
Date of Book Closure
: 23rd September , 2009 to 30th September , 2009 (both days inclusive).
c.
Market information
·
Listing on Stock Exchange : The Bombay Stock
Exchange
Limited
·
Listing fee for the year 2008-09 has been paid to the Stock
Exchange.
·
Stock Code- Physical
:
501370 on The Bombay Stock
Exchange Limited
·
ISIN No. NSDL & CDSL : INE 695DO1013
·
Market Price Data : High / Low price during each
month of
2008-09 on The Bombay Stock Exchange Limited and BSE Sensex are as under:
|
SHARE
PRICES OF WALCHAND PEOPLEFIRST LIMITED |
BSE SENSEX |
|||||||||
|
|
Open |
High |
Low |
Close |
No.
of |
No.
of |
|
High |
Low |
Close |
|
Date |
(Rs.) |
(Rs.) |
(Rs.) |
(Rs.) |
Shares |
Trades |
Net
T/O (Rs.) |
(Rs.) |
(Rs.) |
(Rs.) |
|
2008 Apr |
1,686.65 |
3,339.05 |
1,686.65 |
2,865.65 |
8186 |
1597 |
23,452,214.00 |
17378.46 |
15343.12 |
17287.31 |
|
May |
3,008.00 |
3,072.95 |
2,125.00 |
2,166.25 |
6709 |
2029 |
17,309,881.00 |
17600.12 |
16275.59 |
16415.57 |
|
Jun |
2,200.00 |
2,400.00 |
1,703.40 |
1,703.40 |
4935 |
1536 |
9,952,079.00 |
16063.18 |
13461.60 |
13461.60 |
|
Jul |
1,641.00 |
2,330.00 |
1,515.25 |
2,153.20 |
10156 |
2437 |
20,766,355.00 |
14942.28 |
12575.80 |
14355.75 |
|
Aug |
2,106.00 |
2,373.45 |
1,810.00 |
1,883.70 |
6663 |
1640 |
14,200,911.00 |
15503.92 |
14048.34 |
14564.53 |
|
Sept |
1,846.00 |
2,040.00 |
1,313.00 |
1,490.00 |
3035 |
1178 |
5,283,982.00 |
15049.86 |
12595.75 |
12860.43 |
|
Oct |
1,450.00 |
1,574.90 |
770.00 |
813.80 |
3769 |
1064 |
3,960,801.00 |
13055.67 |
8509.56 |
9788.06 |
|
Nov |
839.00 |
1,032.00 |
737.00 |
780.10 |
2443 |
633 |
2,132,647.00 |
10631.12 |
8451.01 |
9092.72 |
|
Dec |
772.30 |
1,076.90 |
752.00 |
910.05 |
2284 |
633 |
2,132,308.00 |
10099.91 |
8739.24 |
9647.31 |
|
2009 Jan |
869.00 |
1,106.50 |
702.65 |
776.50 |
3228 |
857 |
2,930,067.00 |
10335.93 |
8674.35 |
9424.24 |
|
Feb |
799.90 |
834.75 |
740.00 |
745.30 |
2615 |
468 |
2,027,039.00 |
9647.47 |
8822.06 |
8891.61 |
|
Mar |
750.00 |
1044.00 |
606.10 |
802.55 |
4387 |
980 |
3,599,076.00 |
|||