Sabrimala Industries India Limited is committed to good governance policies and practices that maintain and enhance the organization’s wealth generating capacity.
Company strives to foster a Good Corporate Culture in which high standards of ethical behaviour, individual accountability and transparent disclosure are exhibited by the company in its dealings, Board of Directors, Management and Employees.
Our Company stands committed to good corporate governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements of the applicable regulations, including the Listing Agreement executed with the Stock Exchanges and the SEBI Regulations, in respect of corporate governance including constitution of the Board and Committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under law.
We have a Board constituted in compliance with the Companies Act and the Listing Agreement in accordance with best practices in corporate governance. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our executive management provides the Board detailed reports on its performance periodically.
Currently our Board has 5 Directors. We have 2 executive non-independent director and 2 independent non executive directors and 1 non executive director. The constitution of our Board is in compliance with the requirements of Clause 49 of the Listing Agreement.
In order to have an efficient and effective control, the company has formed the following committees:
- Audit Committee- (Charter In hyper link)
- Nomination and Remuneration Committee- (Charter in hyper Link)
- Risk Management Committee- (Charter in hyper Link)
- Stakeholders Relationship Committee- (Charter in hyper Link)
Composition of Committees
©- Chairman of the meeting
Mr. Sanjay Garg
Mr. Shiv Kumar Garg
Ms. Monika Gupta
Mr. Amit Kumar Saraogi
Mr. Sumit Jindal
|Nomination and Remuneration Committee||
|Stakeholders Relationship Committee||
|Risk Management Committee||
Code of Conduct
Sabrimala Industries India Limited (“the Company”) believes in strengthening investors’ trust, confidence and thereby ensuring a long-term partnership with them. Your Company is committed to be the best in all areas of Corporate Governance. The Company believes that good corporate governance enables the Board to director and controls the affairs of the Company in an efficient manner. Based on this, the Board of Directors of the Company has adopted this Code of Conduct as a guide to the ethical business practices expected of them.
The code shall be applicable to the Company and the following persons:
- All the Directors including the Managing Director, Executive Directors, Non Executive Directors, Independent Directors of the Company.
- Core management team i.e. employees of the Company who are one level below the Board.
- All functional heads (if any).
- Terms:-Discharge the duties with good faith, responsibility, due care and diligence and in a fair and impartial manner;
- All Directors shall conduct their activities, on behalf of the company, with honesty & integrity.
- The Directors will act in the best interests of the company and fulfill the fiduciary obligations.
- Set the company’s strategic aims, ensure that the necessary financial and human resources are in place for the company to meet its objectives.
- Review management performance periodically.
- Endeavour to attend and actively participate in meetings of the board and of the board committee(s) on which they serve;
- Unless otherwise required by law, maintain confidentiality and shall not divulge/ disclose any information obtained in the discharge of their duties and that no such information be used for personal gains;
- Abstain himself from participating in any discussion in which any conflict of interest exists, whether pecuniary or otherwise, or which may arise and will disclose the same to the board before the said discussion.
- Extend the benefit of their experience and expertise to the company. § Maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharge of their duties in order to inspire shareholder’s confidence;
- Directors on the board of the company shall not engage in any business, relationship or activity, which may be in conflict of interest of the COMPANY or the group. If such related party transaction is unavoidable it must be fully disclosed to the Board or to the CEOof the Company. Each director should avoid his or her private interests to interfere with
- the interests of the Company or
- his or her ability to perform his or her duties and responsibilities objectively and effectively.
- make full, fair, accurate, timely, and understandable disclosures in reports and documents that the Company files with, or submits or makes periodically, to the shareholders, government authorities, and to the public.
- Act with honesty, integrity and with sound judgment. Timely comply with various laws, rules, regulations, notifications, applicable to the Company.
- Promptly report to the Board or any committee thereof any actual or possible violation of this code or any event he or she becomes aware of that could affect the business or reputation of the Company.
- Unless otherwise required by law or any government authority, maintain the confidentiality of the information acquired by him/her during the course of his employment with the Company and ensure that no such confidential information shall be used for his/her own personal benefit.
- Not engage in any business, relationship or activity, which might detrimentally conflict with the Interest of the Company.
- Promote ethical and honest behaviour within the Company.
iii). Quarterly Earnings
iv). Shareholdings Pattern
v) Notices and General Information.
vi). Stock Info.
Audit Committee Charter
To assist the board of directors in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process, and the company’s process for monitoring compliance with laws and regulations and the code of conduct.
The audit committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:
- Appoint, compensate, and oversee the work of any registered public accounting firm employed by the organization.
- Resolve any disagreements between management and the auditor regarding financial reporting.
- Pre-approve all auditing and non-audit services.
- Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation.
- Seek any information it requires from employees-all of whom are directed to cooperate with the committee’s requests-or external parties.
- Meet with company officers, external auditors, or outside counsel, as necessary.
The audit committee will consist of at least three six members of the board of directors. The board or its nominating committee will appoint committee members and the committee chair. Each committee member will be both independent and financially literate. At least one member shall be designated as the “financial expert,” as defined by applicable legislation and regulation.
The committee will meet at least four times a year, with authority to convene additional meetings, as circumstances require. All committee members are expected to attend each meeting, in person or via tele- or video-conference. The committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will hold private meetings with auditors (see below) and executive sessions. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.
Role of Audit Committee
The terms of reference of the Audit Committee are given below:
- To investigate any activity within its terms of reference.
- To seek information from any employee.
- To obtain outside legal or other professional advice.
- To secure attendance of outsiders with relevant expertise, if it considers necessary.
- Oversight of 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 to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
- Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
- Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
- Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub section (3) of section 134 of the Companies Act, 2013.
- Changes, if any, in accounting policies and practices and reasons for the same
- Major accounting entries involving estimates based on the exercise of judgment by management
- Significant adjustments made in the financial statements arising out of audit findings
- Compliance with listing and other legal requirements relating to financial statements
- Disclosure of any related party transactions
- Qualifications in the draft audit report.
- Reviewing, with the management, the quarterly financial statements before submission to the board for approval
- Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
- Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
- Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
- Discussion with internal auditors any significant findings and follow up there on.
- Reviewing the findings of any internal investigations by the 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.
- Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
- To review the functioning of the Whistle Blower mechanism, in case the same is existing.
- Approval of appointment of Managing Director (i.e., the whole-time Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
- Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
- Mandatorily reviews the following information:
- Management discussion and analysis of financial condition and results of operations;
- Statement of significant related party transactions (as defined by the audit committee), submitted by management;
- Management letters / letters of internal control weaknesses issued by the statutory auditors;
- Internal audit reports relating to internal control weaknesses; and
- The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee
- Review the Financial Statements of its subsidiary company, if any.
- Review the composition of the Board of Directors of its Subsidiary Company, if any.
- Review the Vigil mechanism (whistle blowing) policy.
- Review the use/application of funds raised through an issue (public issues, right issues, preferential issues etc) on a quarterly basis as a part of the quarterly declaration of financial results. Further, review on annual basis statements prepared by the Company for funds utilized for purposes other than those stated in the offer document.
In addition, to carry out such other functions/powers as may be delegated by the Board to the Committee from time to time.
Nomination and Remuneration Committee (Charter)
The Board has established a Nomination & Remuneration Committee (“Committee”) to assist the Board in:
- assessing the composition of the Board to ensure that the Board has an appropriate mix of skills and experience to properly fulfil its responsibilities, and
- fulfilling its responsibilities in relation to assessing and managing the Company’s remuneration policies to ensure that remuneration is sufficient and reasonable and that its relationship to performance is clear.
The Committee has no decision making responsibility, but makes recommendations to the Board of Directors.
The Committee shall be structured so that it:
(a) consists of a majority of independent Directors;
(b) is chaired by an independent Director; and
(c) has at least 3 members.
From time to time, non Committee members may be invited by the Committee to attend meetings of the Committee, if it is considered appropriate.
The Committee shall meet at least twice per year or as required. Committee meetings will be governed by the same rules as set out in the Company’s Constitution, as they apply to the meetings of the Board. However, a quorum for the purposes of a Committee meeting shall be no less than two Committee members.
ROLE OF THE COMMITTEE
The terms of reference of the remuneration committee are as follows:
- The remuneration committee recommends to the board the compensation terms of the executive directors.
- The committee to carry out evolution of every director’s performance and recommend to the board his/her appointment and removal based on the performance.
- The committee to identify persons who may be appointed in senior management in accordance with the criteria laid down.
- Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.
- Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors.
- Ensuring the remuneration policy is good enough to attract, retain and motivate directors.
- Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders.
Stakeholders Relationship Committee (Charter)
The Committee looks into redressal of Investors Complaints and requests such as delay in transfer of shares, non receipt of Dividend, Annual Report, revalidation of Dividend warrants etc.
The committee deals with various matters relating to –
- Transfer / transmission of shares.
- Issue of share certificate in lieu of lost, sub-divided, consolidated, rematerialized or defaced certificates.
- Consolidation / splitting of folios.
- Review of shares dematerialized and all other related matters.
- Investors’ grievance and redressal mechanism and recommend measures to improve the level of investors’ services.
The secretarial department of the Company and registrar and transfer agents viz. System Support Services attend expeditiously to all grievances / correspondences of the shareholders / investors, received directly or through SEBI, Stock Exchanges, Department of Corporate Affairs, and Registrar of Companies etc. The complaints are generally resolved within 15 days of receipt of letter, except in the cases that are constrained by disputes or legal impediment.