Your Company is of the belief that sound Corporate Governance is vital to enhance and retain stakeholders’ trust. Good Governance underpins the success and integrity of the organisation, institutions and markets. It is one of the essential pillars for building efficient and sustainable environment, system and practices to ensure that the affairs of the Company are being managed in a way which ensures accountability, transparency, fairness in all its transactions in the widest sense and meet its stakeholder’s aspirations and societal expectation. Your Company is committed to the adoption of best governance practices and its adherence in the true spirit at all times and envisages the attainment of a high level of transparency and accountability in the functioning of the Company and conduct of its business internally and externally.
In line with the above philosophy, your Company continuously strives for excellence through adoption of best governance and disclosure practices. The Company recognises that good governance is a continuing exercise and thus reiterates its commitment to pursue highest standard of Corporate Governance in the overall interest of its stakeholders.
Your Company is conscious of the fact that the success of a company is reflection of the professionalism, conduct and ethical values of its management and employees.
In addition to the compliance with the regulatory requirements as per Clause 49 of the Listing Agreement, your Company’s endeavours to ensure that the highest standard of ethical and responsible conduct are met throughout the organisation
The Company is managed and guided by the Board of Directors. The Board formulates the strategy and regularly reviews the performance of the Company. The Board has been entrusted with the requisite powers, authorities and duties to enable it to discharge its responsibilities and provide effective leadership to the Business.
The Company has an optimum combination of Executive, Non-Executive and Independent Directors who are eminent persons with professional expertise and valuable experience in their respective areas of specialisation and bring a wide range of skills and experience to the Board.
The Chairman and Managing Director of the Company provides vision and leadership for achieving the approved strategic plan and business objectives. He presides over the Board and the Shareholders’ meetings. The Chairman and Managing Director with the support of the Vice Chairman and Managing Director, Executive Director and Senior Executives oversees the operations of the Company.
As on the date of this report the Board comprises of 8 (Eight) Directors, which include 4 (four) Non-Executive Independent Directors including one Women Director, 1 (one) Non-Executive Non Independent Director and 3 (three) Executive Directors. None of the Independent Directors of the Company serve as an Independent Director in more than seven listed Companies. The composition of the Board is in line with clause 49 of the Listing Agreement.
The shareholders at the 19th Annual General Meeting held on August 8, 2014 approved appointment of all the Independent Directors to hold office for a term upto three to five consecutive years. The Company issued letter of appointment to all the Independent Directors as per Schedule IV to the Companies Act, 2013 and the terms and conditions of their appointment have been disclosed on the website of the Company (weblink http://www.triveniturbines.com/key-policies).
The Company has a familiarisation programme for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business models of the Company etc. The definition of independence of directors is derived from Clause 49 of the Listing Agreement executed with the stock exchanges. All the Independent Directors of the Company made declaration to the Company regarding their independence status. All such declarations were placed before the Board.
None of the Directors on the Board is a member on more than 10 Committees, and Chairman of more than 5 Committees across the companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors.
The Board of Directors met six times during the financial year 2014-15 ended on March 31, 2015. Board Meetings were held on May 27, 2014, August 11, 2014, September 8, 2014, November 12, 2014, December 16, 2014 and February 10, 2015. The maximum gap between any two Board Meetings was less than one hundred twenty days. During the year, separate meeting of the Independent Directors was held on March 18, 2015 without the attendance of non-independent directors and members of the management. All the Independent Directors attended the said meeting.
The Company has proper systems to enable the Board to periodically review compliance reports of all laws applicable to the Company, as prepared by the Company as well as steps taken by the Company to rectify instances of non-compliances. The Board reviewed compliance reports prepared by the Company on quarterly periodicity.
The composition of the Board of Directors, their attendance at the Meetings during the year and at the last Annual General Meeting as also the detail with regard to outside Directorships and committee positions are as under:–
|Name of Director and DIN||No. of Board
|No. of other
|No. of Committee positions
held in other companies ####
|Mr. Dhruv M. Sawhney #
Chairman & Managing Director
|Mr. Nikhil Sawhney #
Vice Chairman and
|Mr. Tarun Sawhney #
|Mr. Arun Prabhakar Mote ##
|Lt. Gen. K.K. Hazari (Retd.)##
|Mr. Amal Ganguli
|Mr. Shekhar Datta ##
|Dr. (Mrs) Vasantha
# Mr. Tarun Sawhney and Mr. Nikhil Sawhney are sons of Mr. Dhruv M. Sawhney, Chairman & Managing Director of the Company and are thus related.
## Lt. Gen K.K. Hazari (Retd), Mr. Shekhar Datta and Mr. Arun Prabhakar Mote participated in the meeting on 16.12.2014 through Audio conference.
### Excludes Directorships in Indian Private Limited Companies, Foreign Companies, Firms, Partnerships including LLPs, Section 8 Companies and membership of various Chambers and other non-corporate organisations.
#### The committees considered for the purpose are those prescribed under Clause 49 of the Listing Agreement i.e. Audit Committee and Stakeholders’ Relationship Committee of public limited companies.
Triveni Turbine Limited
12-A, Peenya Industrial
Area, Bangalore, Karnataka
- 560 058, India