Corporate Governance

Corporate Governance is a system by which Companies are controlled and directed in the best interest of their Stakeholders. The strong Corporate Governance is indispensable to resilient and vibrant capital markets and is an important instrument of investor protection. It is the blood that fills the veins of transparent corporate disclosure and high quality accounting practices. It is the muscle that moves a viable and accessible financial reporting structure.
Therefore, transparency and accountability are the two basic requirements of Corporate Governance. At Salora we strive to aim our actions to be governed by our values and principles in line with the provisions of the Act and the Regulations issued by the Government. Our code of Conduct is reflected in our continued commitments to ethical business practices across the Company.

BOARD OF DIRECTORS

The Company's policy towards the composition of the Board is to have an appropriate mix of Executive and Non- executive & Independent & Women Directors to maintain the independence of the Board and to separate its functions of governance and management. The Company is having Four Non-Executive Directors out of which three are Independent in terms of Section 149 of the Companies Act, 2013 and relevant provisions of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, more than half of the total number of directors on the Board are Non-executive and half of Independent for providing better means to Corporate Governance norms as envisaged in relevant provisions of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 providing norms for Corporate Governance.
None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees as specified in relevant provisions of Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, across all the Public/ Listed companies in which he/she is a director. The Directors have made the necessary disclosures regarding Committee positions as to be given under Regulation 26 of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.

The functions, responsibility, role and accountability of the Board are well defined. The detailed reports of the company activities and performances are periodically placed before the Board for effective decision-making.

Present Structure of the Board

Board and its committee Meetings and procedures

All material information is circulated to the Directors before the meeting or placed at the meeting, including information required to be made available to the Board under Regulation 17 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 with Stock Exchanges. The Company has established the procedures to enable the Board to periodically review compliance report of laws applicable to the Company.

Scheduling and Selection of Agenda items for Board Meetings.

 * Board materials Distributed in advance

Agenda and Notes on agenda are circulated to the all Directors, in advance, in the defined Agenda format. All material information is incorporated in the Notes on Agenda for facilitating meaningful and focused discussions at the meeting for taking proper decisions.
 * Recording Minutes of proceedings at Board/Committee Meeting
The Company Secretary of the Company records the minutes of the proceedings of each Board and Committee meetings. Draft minutes are circulated to all the members of the board/ committee for their comments as per applicable secretarial standards. The finalized minutes of proceedings of a meeting shall be entered in the Minutes Book within 30 days from the conclusion of that meeting and signed by the Chairman of the meeting or Chairman of the next meeting.

BOARD COMMITTEES:
1. Audit Committee:
The Board has constituted Audit Committee as per the provisions of the Companies Act, 2013, & SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, comprising of four Directors, three are Non- Executive Independent Directors and one Non-Executive Director. The constitution of audit committee meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, as amended from time to time.

The primary objective of the audit committee is to monitor and effectively supervise the Company's Financial Reporting.

The terms of reference
The terms of reference of the Audit Committee are as stated in under Clause 49 of the Listing Agreement and as per the Section 177 of the Companies Act, 2013 and rules made thereof and include:
A. Powers
The Audit Committee shall have the following powers:
1.   To investigate any activity within its terms of reference;
2.   To seek information from any employee;
3.   To obtain outside legal or other professional advice;
4.   To secure attendance of outsiders with relevant expertise, if it considers necessary;
      B. Role
1.   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;
2.   Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3.   Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4.   Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. 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
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report

5.   Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6.   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;
7.   Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
8.   Approval or any subsequent modification of transactions of the company with related parties;
9.   Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. 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;
16. 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;
17. 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;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
21. Reviewing financial statements, in particular the investments made by the Company's unlisted subsidiaries;
22. Reviewing the following information:
a. Management discussion and analysis of financial condition and   results of operations;
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the Chief internal auditor / internal auditor(s) shall be subject to review by the Audit Committee;

Composition of the Audit Committee 

Anubhav Nigam, Company Secretary is the Secretary to the Audit Committee and Shri Vinay Kishore, Chief Financial Officer of the Company are the permanent invitees to the Committee Meeting.

2. Nomination & Remuneration Committee (Formerly Known as Remuneration Committee):

The Board has constituted the Nomination & Remuneration Committee (Formerly Known as Remuneration Committee) comprising of three Directors, two are Non Executive Independent Directors and one Non-Executive Director. The Nomination & Remuneration Committee has been constituted with the terms of references as specified in Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 as amended from time to time to recommend / review the remuneration of Managing Directors, Whole- Time Directors, Key Managerial Personnel, and Functional Heads, based on their performance. While deciding the remuneration, the Committee takes into account the financial position of the Company, trend in the Industry, Appointee's qualification, experience, past performance, past remuneration etc.
The terms of reference
The terms of reference of the Audit Committee are as stated in under Clause 49 of the Listing Agreement and as per the Section 177 of the Companies Act, 2013 and rules made thereof and include:
a)         The Committee shall put in place a broader policy describing the qualification, experience and other positive attributes for selection of Executive/whole time directors including their age of retirement;
b)        The committee shall formulate and put in place guiding principles to determine the qualities, qualifications and the parameters to determine the ‘fit and proper’ criteria for appointment of Independent Directors keeping in mind the diversity quotient the company’s board shall maintain from time to time and subject to the applicable regulatory requirements;
c)         Filling in a timely manner vacancies on the Board of the Company including the position of executive/whole time directors;
d)        Selection of directors, key management personnel and persons to be appointed in senior management positions as defined by the board and recommend to the board for their appointment and removal thereof;
e)         Formulate criteria for evaluation of Independent Directors;
f)         Formulate and recommend to the Board for its approval a policy relating to the remuneration for the directors, key managerial personnel and other employees from time to time;
g)         To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria;
h)        To administer, monitor and formulate detailed terms and conditions of the Employees' Stock Option Scheme including:

• the quantum of options to be granted under Employees' Stock Option Scheme per employee and in aggregate;
• the conditions under which option vested in employees may lapse in case of termination of employment for misconduct;
• the exercise period within which the employee should exercise the option, and that the option would lapse on failure to exercise the option within the exercise period;
• the specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;
• the right of an employee to exercise all options vested in him at one time or at various points of time within the exercise period;
• the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions, such as rights issues, bonus issues, merger, sale of division and others;
• the granting, vesting and exercising of options in case of employees who are on long leave; and
• the procedure for cashless exercise of options;

i) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable;

Composition of the Nomination & Remuneration Committee

Anubhav Nigam, Company Secretary is the Secretary to the Committee and Executive Directors of the Company may be invited to the Committee Meeting as and when required by the Committee.

 3. Stakeholders Relationship Committee (Formerly Known as Share transfer and Investors' Grievances Committee):
The terms of reference of the Stakeholders’ Relationship Committee (Formerly Known as Share transfer and Investors' Grievances Committee) as stated in the Section 178 of the Companies Act, 2013 and rules made thereof and Clause 49 of the Listing Agreement, and includes:
a)         To look into redressal of shareholders'/ investors' complaints related to transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividend, etc.
b)        To oversee the performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.
c)         To monitor implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992.

Composition of the Committee

Anubhav Nigam, Company Secretary acts as the Secretary for the Committee who is designated as Compliance Officer pursuant to Clause 47(a) of the Listing Agreement with the Stock Exchanges.

4. Share Transfer Committee:
The terms of reference of the Share transfer Committee includes, to approve, transfer and transmission of shares and issue of new/duplicate share certificates, whenever requested for by the shareholders of the Company. The Committee authorised Chairman & Managing Director and Whole Time Director of the Company to sign the Memorandum of Share Transfer/Transmissions submitted by Registrar of Transfer Agent and counter signed by Company Secretary of the company and same to be rectified by the Committee in subsequent meeting.
Presently, the share transfers which are received in physical form are processed and the share certificates returned within 7 days from the date of receipt, subject to the documents being valid and complete in all respects.
The Board has delegated the authority for approving transfer, transmission etc of the company's securities to the Share Transfer Committee. A summary of share transfer / transmission of the securities of the company so approved by the committee is being placed at every Board Meeting.

Composition of Share Transfer Committee:

Company Secretary will act as a Secretary of the Company.
Disclosures
The Company complies with the requirements of regulatory authorities on capital markets and other compliances under the Regulations and Laws applicable on the Company In a timely manner.
The Company has a track record of better compliance with all the mandatory requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchanges and other clauses of the same.
Apart from those the Company has formulated many Policies and Code of Conducts to provide better means  to Corporate Governance at the Company, those can be seen on the Company's website. www.salora.com
Board Information:
1)        Memorandum & Articles of Association of Salora International Limited.
2)        Previous years' Annual Reports, including Financial Statements, Directors' Reports and Corporate Governance Report for the Company and it's Subsidiaries.
3)        Quarterly Compliance Certificates submitted to Stock Exchanges such as Corporate Governance Certificate, Shareholding Pattern, Quarterly Statement on Investor Grievances, Reconciliation of Share Capital Audit Report and others.
4)        Quarterly Financial Statements for the previous quarters as approved by the Board.
5)        Terms of Reference of the various Committees of the Board.
6)        Notices and Proceedings at General Meetings and Postal Ballot Meetings, Results of E-voting facilities provided at aforesaid meetings.
7)        Code of Conduct for the Board of Directors, KMPs and Employees of the Company as per Clause 49 of the Listing Agreement.
8)        Code of Conduct and Procedures for fair disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
9)        Nomination & Remuneration Policy.
10)        Risk Management Policy.
11)      Related Party Transaction Policy.
12)      Whistle Blower Policy and Framework of Vigil Mechanism.
13)      Policy for Determining Material Subsidiary.
14)      Policy for Board Diversity.
15)      Terms and Conditions of appointment of Non-executive Independent Directors.
16)      Familiarization programme for Independent Directors.
17)      Details of unpaid and unclaimed dividends.
18)      Disclosures made to Stock Exchanges under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
19)      Policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.