Disclosure
Related Party Transactions
All transactions entered into by the Company with Related Parties as defined under the Act and the Listing Regulations, during the Financial Year 2019-20 were in the ordinary course of business and on arm’s length pricing basis. There were no materially significant transactions with the Related Parties during the Financial Year which were in conflict with the interest of Company
Necessary disclosures as required under the Accounting Standards have been made in the Financial Statements. The Board has approved a policy on materiality of Related Party transactions and on dealing with related party transactions and the same is disclosed on the website of the Company at the link here
Details of non-compliance
There were no non-compliance by the Company nor any penalty or stricture imposed on the Company by any Stock Exchanges, SEBI or any other statutory authority on any matter relating to capital markets during the last three years.
Whistle Blower Policy
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior including actual or suspected leak of unpublished price sensitive information. The Company has established a vigil mechanism for Directors and employees to report concern about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy and also actual or suspected leak of unpublished price sensitive information. During the year under review, no personnel was denied access to the Audit Committee.
The Whistle Blower Policy is placed on the website of the Company and weblink to the same is as here
Details of Compliance with Mandatory requirements and adoption of Non-mandatory / discretionary requirements
The Company has complied with all the mandatory requirements of the Listing Regulations.
Policy for Material Subsidiaries
In accordance with the provisions of the Listing Regulations, the Company a duly formulated policy for Material Subsidiaries in order to determine the Material Subsidiaries and to provide governance framework for such subsidiaries. The said policy has been placed on the website of the Company and weblink to the same is as here
Dividend Distribution Policy
The Board of Directors of your Company has adopted a Dividend Distribution Policy, which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Dividend Distribution Policy is attached as Annexure - I and is also available on the website of your Company at this link
Details of Directors seeking appointment or re-appointment
The details of Directors seeking appointment or re-appointment forms part of Notes to the Notice convening the 49th Annual General Meeting of the Company.
Demat Suspense Account – Unclaimed Share Certificates
In terms of the provisions of the Listing Regulations, the Company has transferred the shares issued pursuant to the public issues or any other issue, the certificates of which remained unclaimed, to an Unclaimed Suspense Account and these shares are being held by the Company in Demat form on behalf of the beneficial owners of the said shares.
The disclosures with respect to the Demat Suspense Account are as under:
|
Particulars |
Number of Shareholders |
Number of Shares |
|||
|---|---|---|---|---|---|
|
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the Financial Year 2019-20 |
308 |
2,52,980 |
|||
|
Number of shareholders who approached the Company for transfer of shares from suspense account during the year |
00 |
00 |
|||
|
Number of shareholders to whom shares were transferred from suspense account during the year |
00 |
00 |
|||
|
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the Financial Year 2019-20 |
308 |
2,52,980 |
The voting rights on these shares shall remain frozen till rightful owner of such shares claims the shares.
Certificate from Company Secretary in Practice
The following certificates from Shri Dinesh Joshi, Practicing Company Secretary, Designated Partner of M/s. KANJ & Co., LLP, Company Secretaries, Pune, are enclosed to this Report:
Compliance Certificate regarding compliance of conditions of Corporate Governance; and
Certificate that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI / Ministry of Corporate Affairs or any such statutory authority.
Utilization of funds raised through Qualified Institutions Placement
The funds raised through Qualified Institutions Placement in earlier years have been utilized fully in accordance with the objects stated in the Placement Document issued to the Qualified Institutional Buyers.
Total Fees to Statutory Auditors
Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to Deloitte Haskins & Sells LLP, Statutory Auditors of the Company and all entities in the network firm/network entity of which the Statutory Auditor is a part is given below:
|
(₹ in Crores) |
|
|---|---|
|
Payment to Statutory Auditors |
FY 2019-20 |
|
Statutory Audit Fees |
0.33 |
|
Limited Review |
0.30 |
|
Tax Audit Fees |
0.04 |
|
Taxation Services |
0.04 |
|
Other Certification |
0.03 |
|
Total |
0.74 |
Disclosure of status of Complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
|
Number of complaints filed during the Financial Year 2019-20 |
0 |
|
Number of complaints disposed off during the Financial Year 2019-20 |
0 |
|
Number of complaints pending as on end of the Financial Year 2019-20 |
0 |
(i) Recommendations of the Committees
During the year under review, there were no instances where recommendation of any Committee of the Board which is mandatorily required for approval of the Board, were not accepted by the Board.
(ii) Disclosure regarding adoption of discretionary requirements as specified in Part E of Schedule II of Listing Regulations
(a) Modified Opinion(s) in Audit Report
The Statutory Auditors have issued the Audit Report of the year ended March 31, 2020 with unmodified
opinion.
(b) Reporting of Internal Auditor
The Internal Auditor reports to the Audit Committee.
(iii) The Company has complied with the Corporate Governance Requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46.