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Auditors for 2015-16, if reappointed. The relevant
Notes forming part of the accounts are self-explanatory
and give full information and explanation in respect of
the observations made by the Auditors in their report.
The Shareholders appointed R Nanabhoy & Co as the
Cost Auditors for 2014-15 on July 25, 2014.
The Board appointed Mr A C Doshi, Practising
Company Secretary, as the Secretarial Auditor for
2014-15 on May 02, 2014, and his report is given at
page number 42.
15.
Directors’ responsibility statement
Pursuant to Section 134 (5) of the Companies Act,
2013, the Directors confirm that, to the best of their
knowledge and belief:
15.1 The applicable Accounting Standards were followed
along with proper explanations relating to material
departures in the preparation of the annual accounts.
15.2 The Accounting Policies were selected and applied
consistently and judgments and estimates were made
that were reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at
the end of the financial year and of the profit and loss of
the Company for that period.
15.3 Properandsufficientcarewastakenforthemaintenance
of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities.
15.4 The attached annual accounts for the year ended March
31, 2015 were prepared on a going concern basis.
15.5 Adequate internal financial controls to be followed
by the Company were laid down and the same were
adequate and operating effectively.
15.6 Proper systems were devised to ensure compliance
with the provisions of all applicable laws and the same
were adequate and operating effectively.
16.
Directors
16.1 Appointments | Reappointments | Cessations
16.1.1 Subject to the approval of the Members in the AGM:
i) Mr T R Gopi Kannan was appointed as a Whole-
time Director of the Company effective October
17, 2014
ii) Mr M M Chitale was appointed as an Independent
Director effective October 17, 2014
iii) Ms S A Panse was appointed as an Independent
Director effective March 27, 2015
iv) Mr B R Arora was appointed as an Independent
Director effective April 01, 2015
16.1.2 According to Article 134 of the Articles of Association
of the Company, Mr R A Shah and Mr B N Mohanan
retire by rotation and being eligible, offer themselves
for reappointment at the forthcoming AGM scheduled
on August 04, 2015.
16.1.3 During 2014-15, Mr S R Nammalvar ceased to be an
Alternate Director effective July 22, 2014 and Mr G S
Patel resigned effective January 01, 2015. The Board
placed on record appreciation of their services.
16.2 Policies on appointment and remuneration
16.2.1 Appointment
While recommendingappointment of theDirectors, the
Nomination and Remuneration Committee considers
the following factors:
i) Qualification: well-educated and experienced in
senior leadership positions in industry | profession
ii) Traits: positive attributes and qualities
iii) Independence: criteria prescribed in Section 149(6)
of the Companies Act, 2013 for the Independent
Directors, including no pecuniary interest and
conflict of interest
16.2.2 Remuneration of the Non-executive Directors
i) Sitting fees: up to
`
20,000 for attending a meeting
of the Board or any of its Committees
ii) Commission: up to 1% of net profit as may be
decided by the Board based on the following factors:
a) Membership of Committee(s)
b) Profit
c) Attendance
d) Category (Independent or Non-independent)
16.2.3 Remuneration of the Executive Directors
This is given under para 17.2
16.3 Criteria and method of annual evaluation
16.3.1 The criteria for evaluation of performance of
a) the Non-independent Directors (Executive) b)
the Non-independent Directors (Non-executive)
c) the Independent Directors d) the Chairman
e) the Committees of the Board and f) the Board as a
whole are summarised in the table at the end of the
Directors’ Report at page number 24.
16.3.2 The Independent Directors have carried out annual:
i) Review of performance of the Non-independent
Directors – Executive
ii) Review of performance of the Non-independent
Directors – Non-executive
iii) Review of performance of the Chairman
iv) Assessment of quality, quantity and timeliness of
the flow of information to the Board
v) Review of performance of the Board as a whole
16.3.3 The Board has carried out annual evaluation of
performance of:
i) Its Committees namely Audit, Nomination and
Remuneration, Stakeholders Relationship, CSR and
Investment
ii) The Independent Directors
The templates for the above purpose were
circulated in advance for feedback of the Directors.
In addition, the Chairman also held discussions
with the Directors individually
16.4 Familiarisation Program for the Independent Directors
The Company has a Familiarisation Program for its
Independent Directors. It comprises, amongst others,
presentations by and discussions with the senior
Management on the nature of the industries in which
it operates, its vision and strategy and its organisation
structure. A visit is organised to one or more of its