EXECUTIVE SUMMARY

Corporate Governance may be defined as A set of systems, processes and principles

which ensure that a company is governed in the best interest of all stakeholders. It ensures
Commitment to values and ethical conduct of business; Transparency in business transactions;
Statutory and legal compliance; adequate disclosures and Effective decision-making to achieve
corporate objectives. In other words, Corporate Governance is about promoting corporate
fairness, transparency and accountability. Good Corporate Governance is simply Good Business.
The Board of Directors of the Company acts as a trustee and assumes fiduciary responsibility
of protecting the interests of the Company, its members and other stakeholders. The Board
supports the broad principles of Corporate Governance. In order to attain the highest-level good
Corporate Governance practice, Board lays strong emphasis on transparency, accountability and
integrity.
At Bombay Dyeing they have formulated and adhere to a set of strong corporate governance
practices. Our processes, customs, policies are shaped and controlled by certain ethical rules and
regulations, enshrined in Wadia Code of Conduct which is applicable to all employees and
business partners. From these rules and principles of Corporate Governance emerge the pillars of
Bombay Dyeings governance philosophy; namely trusteeship, transparency, empowerment and
accountability, control and ethical corporate citizenship. We believe that the practice of each of
these leads to the creation of the right corporate culture in which the Company is managed in a
manner that fulfills the purpose of Corporate Governance. The Company has constantly
demonstrated ethical and transparent business practices.
In WELSPUN IND. LTD there are 4 directors as a member of audit committee. In BOMBAY
DYEING there are 5 directors as a member of audit committee. In both the companies majority
of directors are independent directors.
In WELSPUN IND. LTD meeting of audit committee was held every 4 months satisfying the
clause49 need. In BOMBAY DYEING meeting of audit committee was held every 4 months.
All elements of remuneration package of individual directors, Service contracts, notice period,
severance fees, the number of shares and all the necessary points under clause49 was followed
by WELSPUN IND. LTD. and all elements of remuneration package of individual directors and
number of shares are shown.
Under clause49 if the chairman of the board is a non executive director then one third of board
should comprise independent directors was followed by both WELSPUN IND. LTD. and
BOMBAY DYEING. All the complaints received by shareholders were solved timely by both
WELSPUN IND. LTD. and BOMBAY DYEING.
1

Information about location and time of last three annual general meetings held by both
WELSPUN Ind. Ltd. And BOMBAY DYEING is disclosed. In WELSPUN IND. Ltd. Total
fourteen resolutions were passed favouring all the members of the company and in BOMBAY
DYEING five resolutions were passed in which during one AGM no resolution was passed by
the board.
All the information regarding related party transactions are disclosed in company website.
I)http://welspunindia.com/policy/Policy-on-Related-Party-Transactions.pdf and
II)http://teknowits.com/bombaydyeing/Corporategov.asp
In WELSPUN IND. Ltd. the quarterly results are sent to stock exchanges immediately after they
are approved by the board and in BOMBAY DYEING unaudited quarterly results are announced
within forty-five days from the end of the quarter and the audited annual results within sixty days
from the end of the last quarter as stipulated under the Listing Agreement with the Stock
Exchanges.
WELSPUN IND. Ltd. published its both unaudited and audited results in Kutch Mitra (Gujarati
edition) and Financial Express (English edition) and BOMBAY DYEING published its financial
results in Financial Express (all editions) & Lok satta (Mumbai). Both WELSPUN IND. Ltd. and
BOMBAY DYEING published its financial results on its website. WELSPUN IND. Ltd. also
displays official news releases and so does BOMBAY DYEING.
According to clause49 there should be executive and non-executive directors both comprising of
50% but in BOMBAY DYEING there are no executive directors while non-executive directors
comprise only 30% hence BOMBAY DYEING should increase the strength of non-executive as
well as executive directors.
All elements of remuneration package of individual directors and number of shares are shown
while Service contracts, notice period, severance fees under clause49 was not followed by
BOMBAY DYEING hence committee members should make the transparency under the above
aspects.
In BOMBAY DYEING no resolutions were passed through postal ballot hence they should take
steps so that resolutions are pass through postal ballot. There was no postal ballot exercise in
Bombay dyeing no one conducted hence company secretary should exercise postal ballot.
BOMBAY DYEING did not made any presentations to institutional investors or analysts hence
they should start making presentation to be accountable to investors or analysts.

TABLE OF CONTENTS

Chapter
No.
1
2
3

4
5
6
-

Particulars
Certificate
Declaration
Acknowledgements
Executive Summary
List of Tables
List of Figures
List of Charts
Introduction
i)Welspun Ind. Ltd.
ii)Bombay Dyeing
Study of Corporate Governance Practices
Key Findings
i)Welspun Ind. Ltd.
ii)Bombay Dyeing
Recommendations
i)Welspun Ind. Ltd.
ii)Bombay Dyeing
Conclusions
References
ANNEXURES

Page Nos.
3
4
5
6-7
8
9
9
10-24
25-42
43-47

48-49
50
51
52-53

LIST OF TABLES
Table
No.
1.1
1.2
1.3
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10

Title of Table

Page
No.

Welspun performance
Welspun Awards
Bombay Dyeing Performance
Details of BOD
Board of directors
Details of meetings held by BOD
Audit Committee
Remuneration Committee
Shareholders Committee
General Body meeting
Disclosures
Means of Communication
General Shareholders Information

17
18
21
27
28
29
30
31
33-34
34
37
38
39-42

LIST OF FIGURES AND CHARTS

Figure/Char
t No.

Title of Figure/Chart

Page
No.

1.1
1.2
1.3

Contribution of home textile globally

Organizational chart of Welspun
Organizational chart of Bombay Dyeing

12
15
23

CHAPTER-1 INTRODUCTION

INTRODUCTION TO HOME TEXTILE INDUSTRY IN

INDIA
Home textile is a rather important part of technical textiles. Home textile is that part of
technical textiles that help a person in adding his own personalized touch to his home; in other
words, they convert a house into a home. They refer to the textiles that are used in a home,
including curtains, shower curtains, bedspreads and pillow covers, upholstery, aprons as well as
wall papers.
In the post-quota regime, the Indian textile industry is poised to become a major player in the US
$395 billion global textile market. With the global retailing industry exploring opportunities for
outsourcing, Indian exports are expected to surge from the current levels of $14 billion to $50
billion by 2010 and its share of the global textile trade is expected to double from 3.5 percent
currently over the next five years.
The dismantling of the quota regime has brought the entire market at an interesting stage with
players like China and India beginning to make their presence felt. On 1st January,2005 the
WTO agreement on textiles and clothing (ATC) came into operation replacing the earlier MultiFiber agreement (MFA). The phasing out of the MFA is triggering off exponential growth

THE WORLD HOME TEXTILE INDUSTRY

China holds a commanding lead in exports of bed linen to Japan, with a 95% share on
both a value and volume basis.

Other exporters of bed linen to Japan include the United States, India, and Spain.

The global home textiles market, estimated at US $ 70 billion offers tremendous

opportunities for Indian players.

The US and EU imports nearly $30 billion worth of home textiles.

The US market is growing at 5 per cent per year while the EU market is growing at an
estimated rate of 9-10 per cent.

Japan, Australia, New Zealand are also large consumers of home textiles.
5

The global trade in home textiles will grow from $8.6 billion to $23billion in 2010
India's presence in the US home textile market is growing. India is the largest supplier of
terry towels, bed linen and second largest vendor of cotton made-ups to the US markets.

China, Pakistan, Bangladesh and Vietnam are major competitors for India in this
segment.

Another segment in which India is a strong player is the embroidery market.

The Indian market for embroidery is valued at Rs 7.5 billion and is growing at 18 per cent
per year.

This is a highly fragmented market with the organized sector constituting 40 per cent of
the industry.

Demand for embroidery is on the rise and export to countries like the US, UK, Africa,
Middle East offers a huge market for embroidery products.

Export of carpets is a segment in which India has excelled.

Exports of carpets have increased from USD 654.32 Million in 2004-05 to USD930.69
million in 2006-07 showing a growth rate of 42.23% during April to October 2007, carpet
exports total led USD 404.74 million.

This makes India the world leader in exports with 30% global market share.

 CONTRIBUTION
GLOBALLY:

OF

HOME

TEXTILE

INDUSTRY

In the first quarter of 2005, India's textile exports to the US have risen by an estimated 22
per cent.
The textile sector contributes about 14% to industrial production, 4% to GDP and around
17% to total export earnings.

Chart: 1.1

MAJOR PLAYERS IN HOME TEXTILE INDUSTRY:

1) WELSPUN INDIA:
Incorporated in January 1985.Fully integrated Home Textile Manufacturer - from
spinning to finishing.Manufacturing facilities at Vapi and Anjar in Gujarat. Ranked 1st
among Home Textile Suppliers in the US (Source: Home Textile Today (HTT USA).
Largest vertically integrated manufacturer of towels in Asia.Supplier to 14 of the top 30
global retailers - Walmart, Target, J C Penney, Kohls, Macys, etc.Distribution network
in over 50 countries including U.S.A., U.K, Europe, Canada and Australia.
2) BOMBAY DYEING:
Bombay Dyeing (The Bombay Dyeing & Mfg. Co. Ltd., established 1879) is the
flagship company of the Wadia Group, engaged mainly into the business of Textiles.
Bombay Dyeing is one of Indias largest producers of textiles, major products being
curtains, bedsheets and towels. The company sponsors many events, including Bombay
Dyeing Gladrags Mrs. India contest. Bombay Dyeing has many stores across many cities
in India and is mostly loved for its beautiful dreamy designs and quality of the fabrics.

3) D'DCOR:
DDecor is the worlds third-largest producer of curtain and upholstery fabrics. At
DDecor Home Fabrics Pvt. Ltd. (formerly known as Dicitex Decor Pvt. Ltd.), there is a
continuous pursuit of excellence in performance, quality and innovation, and the passion
to bring to you the highest, premium quality fabrics in the home furnishings space.The
last eleven years bear testament to the strength of the Brands commitment. From 1999 to
2012, DDecor has attained exponential growth. DDecor exports home fabrics to 65
countries worldwide. DDecor customers include some of the largest and leading global
brands.
4) PORTICO:
Creative Portico (India) Pvt. Ltd is a formidable player in bed & bath soft
furnishing industry in India. It markets Portico New York, Tommy Hilfiger Home,
Therapeia range of health soft furnishing product under Portico and licensed kids
merchandise. The range includes Bed sheets, Duvets, Duvet Covers, Towels, Towels Gift
sets, Shower Curtains, Soya bean Quilts, Anti-Mite &Anti Bacterial Pillow, Eco Pillow,
Micro bead Pillow, Bath Mats, Bath room set, Blankets and more.
5) FABINDIA:
The major portion of Fabindias product range is textile based. Non- textile
introductions to this range are Home Products, Organic Food Products & Fabindias
range of authentic Personal care products. The Home Products range carries furniture,
lighting, stationery, tableware, cane baskets and a selection of handcrafted utility items.
FabIndia is loved for the typical handloom pattern of its bed sheets and curtains which
seems beautifully hand woven and gives an earthy look.
6) AAPNO RAJASTHAN:
Offers a range of amazing & extensive handcrafted gift items, for all those special
occasions. The exclusive handcrafted items and high quality merchandise are the ideal
Gifts for those special & memorable moments. The product range includes Home
Furnishing and Decor as well as accessories. It all started with little enthusiasm in 1998,
when the Brand started with a very simple thought in mind to take Rajasthani handicraft
to every home & heart.
7) WEAVES:
It is Retail in India which is first eco-friendly textile brand for health conscious
families, launched in mid 2008 with a single focus of having a wide range of bedspreads
that bring revolution in Indian textile market. It is a 100% subsidiary of Shri Lakshmi
Cotsyn Ltd (SLCL). The range includes innovative products such as Vitamin E (skin
care) bed sheets, water repellent bed sheets, mosquito-bacteria repellent and stain free
bed sheets. The range also include other home furnishing products such as towels along
with pillows, cushions and comforters. Additionally bath accessories, shower curtains,
tablemats, table covers and all ranges of kitchen accessories.

8) SWAYAM:
It is a perfect synonym of designer home linen products in vivid colors especially
crafted for Indian homes. The variety that Swayam offers reaches to every adorning &
accessorizing space in homes. Swayam provides Bed sheets, Curtains, Diwan Sets,
Kitchen linen and Decorative & Functional made-ups in beautiful, elegant & charming
designs & colors. All these lively products are the result of constant research and
development of the Swayam meticulous designing team. The fabrics are printed in
various cities in Rajasthan, UP, Delhi, Gujarat and Tamil Nadu.
9) BIANCA:
Mangal Exports has been in the field of Home Textiles since last 30 years. Bianca
the Brand specializes in table linens, window treatments, bath collections, and other
home textiles. The Bianca Corporate headquarters are in Mumbai. Bianca is a high-end
brand targeted primarily at the people who seek a unique lifestyle aesthetic in everything
they do.

WELSPUN HISTORY

Welspun (BSE: 514162|NSE: WELSPUNIND) is Asia's largest and the 2nd largest Terry
Towel producers in the World[5] based in Mumbai, Maharashtra, India. It exports more than 94
per cent of its towels to more than 34 countries. It exports more than 68 per cent of its production
to the US, 23 per cent to Europe and the balance to Middle East, Australia, Mauritius.[6] It
supplies to 12 out of the top 20 retail chains in the world.
It was incorporated on 17 January 1985, as a Private Limited Company in the name of
Welspun Winilon Silk Mills Pvt. Ltd. at Mumbai. It was established to manufacture Polyester
filament yarns (PFY) and texturised yarns (PTY). In 1995, the name changed from Welspun
Polyster to Welspun India Ltd.

 ORGANISATION CHART OF WELSPUN INDIA LTD.

BalkrishnaG
oenka
( CHAIRMAN)

DipaliGoenk
a
( CEO& Jt.

Rajesh
Mandawewala
( Managing

Anil Channa

A.K.Joshi

(Executive
Director-

(Executive
Director-

Ratnesh Kumar
(Senior Vice
president,

MukeshSavlani
(Vice President,
Exports- Towels &

CHART: 1.2
10

 PRODUCTS OF WELSPUN
TOWELS
Welspun is the leading supplier of bath towels in the USA. Every seventh towel sold in the
US today is made by Welspun. The product range includes wash cloths, face towels, hand towels,
bath towels, bath sheets and beach towels.
Welspun manufactures a huge variety of towels to suit the needs of different customers. From
simple solid color towels to intricate yarn-dyed jacquards, we boast an entire line of
differentiated products.

BATH RUGS / MATS

We added a bath rugs manufacturing facility with a capacity of 8 million pieces in 2009.
With machine tufting and hand tufting capabilities, we manufacture Cotton, Nylon, PET and
Polyester filament-based Drylon and Resilon yarn rugs and the bi-component fiber (BCF) rugs
called Kushlon.

AREA RUGS
Welspun recently launched a vertically integrated line of area and accent rugs. Using our
expertise in fiber extrusion and design innovation, our line boasts a diverse range of product and
styles.

BATH ROBES
We produce cotton terry based bathrobes in all sizes and designs like the kimono, shawl,
hood and zipper styles.

BED SHEETS
After establishing our presence in bath towels, we forayed into bed sheets in 2004-05 with
our sheeting facility at Anjar. We producesolid-colour flat and fitted sheets, damask stripes,
intricate jacquards and woven dobby patterns across all thread counts in cotton and blended yarn/
fabric. We also have rotor and digital printing capabilities.

11

 UTILITY BEDDING
We manufacture pillow fillers, mattress pads and down-alternative filled comforters, also
known as Utility Bedding at our Anjar facility. We boast unique patent-pending solution driven
products in this area. From this facility, we also produce fashion core comforters in solid and
stripes that coordinate with our sheets.

FASHION BEDDING
Our trend savvy design studios design and develop unique printed and woven textured
patterns for the bedroom. Our utility and fashion bedding capacities produce a combined 1.8 mn
units per annum.

KEY PEOPLE OF WELSPUN

B. K. GOENKA
DIPALI GOENKA
Chairman
CEO & Jt. MD
(Welspun India Ltd.)
(Welspun India Ltd.)

RAJESH R. MANDAWEWALA
Managing Director
(Welspun India Ltd.)

WELSPUN PERFORMANCE OF LAST FIVE YEAR

12

March2015 March2014 March2013 March2012 March2011

SALES

4,407.56
CRORES

3,531.20
CRORES

3,042.95
CRORES

2,590.49
CRORES

2,049.19
CRORES

INCOME

4,572.01
CRORES

3,738.22
CRORES

3,079.26
CRORES

2,567.95
CRORES

2,006.82
CRORES

DIVIDEND

105RS

30RS

40RS

Table: 1.1

13

 AWARDS AND ACHIVEMENT OF WELSPUN

AWARDS

Year

Awards & Recognition

Bestowed By

2015

Global Inclusion and Diversity Award for the year 2014

JC Penny

2015

Welspun India awarded Golden Peacock Eco

Golden

Innovation Award

Innovation

2014

Certified Women's Business Enterprize

WeConnect International

2014

5 Star Vendor Award 2014

Macys

2014

Global Citizen Award 2014

Macys

2013

Special Gold Trophy for highest exports of Cotton

Texprocil

Peacock

Eco

Textiles
2013

Vendor of the Year

Sears / K-Mart

2012

Supplier Award of Excellence

Walmart

2012

Global CSR Excellence & Leadership

World CSR Congress

2011

Outstanding CSR in Textiles Sector to Welspun India

Indian

Ltd.

Awards

Value Award to Welspun India Ltd.

Tesco, 2010

2011

Shining

Star

CSR

TABLE: 1.2

14

 ACHIVEMENTS
2014 - No:1 Home textile supplier to US for the second consecutive year - Initiated the backward
Integration project in Spinning & Weaving in Anjar - Welspun Global Brands Ltd. recognized as
a Certified Woman Business Enterprise
2013 - Ranked No:1 Home textile supplier in US by Home Textiles Today - Home Textiles
Business Re-organisation and consolidation of textile business under a single umbrella to create
unified stronger entity.
2011 - WIL Raised Rs. 1,560 Million via Qualified Institutional Placements
2010 - Welspun India Limited demerged its Sales & Marketing and Investment divisions into
two separate companies - Welspun Global Brands Ltd. and Welspun Investments & Commercials
Ltd respectively.

15

 BOMBAY DYEING HISTORY

Established by Nowrosjee Wadia in 1879 as a small operation of Indian spun cotton yarn dip
dyed by hand, Bombay Dyeing has now grown to be one of the most respected and trusted
brands in the country.
Since the first store in 1879 and the only store manager, the growth has not only been in our
presence, but also in of how much we offer today. Stylish linens, towels, home furnishings,
leisure clothing, kids wear and a whole blissful range of other products are now available across
350+ exclusive Bombay Dyeing Retail or 2000+ Multi-brand Stores.
All products come with our hallmark finish, great textures, detailed design to match the latest
trends and fine quality which has been synonymous with Bombay Dyeing for over a century.
Delivering the best designer products at an outstanding value for money has always been our
motto and forte.
Bombay Dyeing (full name: The Bombay Dyeing & Mfg. Co. Ltd., established 1879) is
the flagship company of the Wadia Group, engaged mainly into the business of Textiles. Bombay
Dyeing is one of India's largest producers of textiles.
Its current chairman is Nusli Wadia. In March 2011, Jehangir 'Jeh' Wadia (36), the younger son
of Nusli, has been named the managing director of Wadia Group's flagship, Bombay Dyeing &
Manufacturing Company, while the elder son, Ness (38) has resigned from the post of joint MD
of the company. Ratan Tata, the ex-chairman of Tata group was on the board of directors till
2013. He resigned and Cyrus Mistry took over.
Bombay Dyeing was often in the news, apart from other things, for various controversies
surrounding its tussle with the lateDhirubhaiAmbani of Reliance Industries Limited and
with Calcutta based jute baron late ArunBajoria.The company was ranked 68 in the Business
India Super 100 list in 1997 and was ranked 300 in the ET 500 list in 2010.The company
sponsors many events, including Bombay Dyeing Gladrags Mrs. India contest.

16

March2015 March2014 March2013 March2012 March2011

SALES

2,378.27
CRORES

2,656.23
CRORES

2,329.26
CRORES

2,230.81
CRORES

1,859.24
CRORES

INCOME

2,833.77
CRORES
40RS

2,377.84
CRORES
40RS

2,201.56
CRORES
50RS

2,968.76
CRORES
50RS

2,761.78
CRORES
35RS

DIVIDEN
D

BOMBAY DYEING
FIVE YEAR

PERFORMANCE

OF

LAST

TABLE: 1.3

17

 PRODUCTS OF BOMBAY DYEING

BED LINEN COLLECTION :

It is designed to match the ever-changing tastes of Indian audiences, and it is rendered in

fabrics that best suit the Indian climate. Our customers will always be spoilt for choice with our
finest range of bed linen available in plains, prints, checks, jacquards, and embroideries. The
collection sports a gamut of colours and shades to choose from, and is fabricated in 100 %
superior cotton which is luxuriously soft to touch and easy to maintain.

BATH LINEN COLLECTION:

That has the fluffiest, softest and the largest color range in dyed and designer towels. This
luxurious collection contains properties of softness, high absorbency, durability and freshness.
With Bombay dyeing Bath Linen range, the best time of shower comes after the shower.

TOP OF BED:

Dress up your bedroom with our timelessly elegant, fashionable and high quality bed
covers, duvets, cushions, pillows, dohars, blankets and more. The Bombay dyeing Top of the Bed
products are made of the finest, non toxic materials and come with anti-mite & anti-bacterial
treatments, which allows you to sink into a deep, comfortable and healthy slumber every time
you retire to bed.

KEY PEOPLE OF BOMBAY DYEING

18

Debasish Poddar
Jeh N. Wadia

Nusli Wadia

Chairman
Managing Director

CEO

(Bombay Dyeing)
(Bombay Dyeing)

(Bombay Dyeing)

ORGANIZATIONAL CHART OF BOMBAY DYEING:

Nusli Wadia
(Chairman)

Debashis
Poddar
(CEO)

Jeh Wadia
(Managing
Director)

Sheela Bhide

Ness Wadia

(Director)

(Director)

Ishaat
Hussain
(Director)

Vinod Hiran
(CFO)

19

CHART: 1.3

20

 AWARD AND ACHIEVEMENT OF BOMBAY DYEING

We consider awards as recognition for the highest quality of work all our employees have been
putting in everyday. Heres a list of a few awards we have won over the years:

Brand Revitalization Award 2013 For the Brand that has been able to refresh its image to a
new one and which has been accepted by veiwers and consumers alike
Brand leadership Award in Retail Sector (Merit) 2013 for the brand that has established and
maintained its Leadership in the retail sector.
Super Brand 2006-2007 in recognition of its commitment to constantly providing value to the
customer
Images Fashion Award 2006 as Best Brand in the Home Fashion Category
Home and Lifestyle - Retailer of the year 2005 award, instituted by ICICI bank Payment
Solutions and KSA Technopak.

21

CHAPTER-2
CORPORATE GOVERNANCE IN INDIA ACCORDING TO
CLAUSE 49
Corporate Governance may be defined as A set of systems, processes nd principles
which ensure that a company is governed in the best interest of all stakeholders. It ensures
Commitment to values and ethical conduct of business; Transparency in business transactions;
Statutory and legal compliance; adequate disclosures and Effective decision-making to achieve
corporate objectives. In other words, Corporate Governance is about promoting corporate
fairness, transparency and accountability. Good Corporate Governance is simply Good Business.
Clause 49 of the SEBI guidelines on Corporate Governance as amended on 29 October 2004 has
made major changes in the definition of independent directors, strengthening the responsibilities
of audit committees, improving quality of financial disclosures, including those relating to
related party transactions and proceeds from public/ rights/ preferential issues, requiring Boards
to adopt formal code of conduct, requiring CEO/CFO certification of financial statements and for
improving disclosures to shareholders. Certain non-mandatory clauses like whistle blower policy
and restriction of the term of independent directors have also been included.
The term Clause 49 refers to clause number 49 of the Listing Agreement between a company
and the stock exchanges on which it is listed (the Listing Agreement is identical for all Indian
stock exchanges, including the NSE and BSE). This clause is a recent addition to the Listing
Agreement and was inserted as late as 2000 consequent to the recommendations of the
Kumarmangalam Birla Committee on Corporate Governance constituted by the Securities
Exchange Board of India (SEBI) in 1999.
Clause 49, when it was first added, was intended to introduce some basic corporate governance
practices in Indian companies and brought in a number of key changes in governance and
disclosures (many of which we take for granted today). It specified the minimum number of
independent directors required on the board of a company. The setting up of an Audit committee,
and a Shareholders Grievance committee, among others, were made mandatory as were the
Managements Discussion and Analysis (MD&A) section and the Report on Corporate
Governance in the Annual Report, and disclosures of fees paid to non-executive directors. A limit
was placed on the number of committees that a director could serve on.
In late 2002, SEBI constituted the Narayan Murthy Committee to assess the adequacy of current
corporate governance practices and to suggest improvements. Based on the recommendations of
this committee, SEBI issued a modified Clause 49 on 29 October 2004 (the revised Clause 49)
which came into operation on 1 January 2006.

22

23

CORPORATE GOVERNANCE REPOET

1. WELSPUN IND. LTD. PHILOSOPHY ON CORPORATE
GOVERNANCE:
The Board of Directors of the Company acts as a trustee and assumes fiduciary responsibility
of protecting the interests of the Company, its members and other stakeholders. The Board
supports the broad principles of Corporate Governance. In order to attain the highest-level good
Corporate Governance practice, Board lays strong emphasis on transparency, accountability and
integrity.

1. BOMBAY DYEING COMPANYS PHILOSOPHY ON CODE OF

GOVERNANCE:
At Bombay Dyeing they have formulated and adhere to a set of strong corporate governance
practices. Our processes, customs, policies are shaped and controlled by certain ethical rules and
regulations, enshrined in Wadia Code of Conduct which is applicable to all employees and
business partners.
From these rules and principles of Corporate Governance emerge the pillars of Bombay
Dyeings governance philosophy; namely trusteeship, transparency, empowerment and
accountability, control and ethical corporate citizenship. We believe that the practice of each of
these leads to the creation of the right corporate culture in which the Company is managed in a
manner that fulfills the purpose of Corporate Governance. The Company has constantly
demonstrated ethical and transparent business practices.

24

25

2. BOARD OF DIRECTORS:
3.
4. Parameter

5. Welspun Ind. Ltd.

6. Bombay
Dyeing

7. Promoters

8. 3

9. 3

10.Executives Director

11. 2

12. NIL

13.Non-executive Directors

14. 7

15. 3

16.Independent

17. 4

18. 6

19.Non Independent

20. 2

21. 1

22.Nominee director

23. NIL

24. NIL

25.Represented as Lender Institute

26. IDBI BANK

27. NIL

28.Managing directors

29. NIL

30. 1

a. The composition and category of directors and relevant details relating

them are given below:

31.

Table: 2.1

32.
33.
34.
35.
36.
37.
38.
39.

26

b. Attendance of each director at the Board meetings and the last AGM.
c. Number of other Boards or Board Committees in which he/she is a
member or Chairperson.
40.

41.
42. Welspun Ind. Ltd.
43.

44. Bombay Dyeing

52.

48.
45.

Name
of
Director
s

53. Mr.
Balkrisha
nGoenka
(Chairma
n)
61. Mr.
Ram
Gopal
Sharma
69. Mr.
Dadi
Engineer
77. Mr.
Apurba
Kumar
Dasgupta
85. Mr.
Ajay
Sharma

46. B 47. We
oar
ather
d
atten
Me
ded
eti
AGM
ng
or not

54.

62.

70.

78.

86.

55.

5 63.

71.

3 79.

87.

No

Yes

No

Yes

No

No.
Of
memb
ership
in
other
Board/
Commi
ttee

56.

1C,
8M

64.

2C,
1M

72.

2C,
3M

80.

2C,
1M

88.

N
o.
Of
me
mbe
rshi
p in
othe
r
Boar
d/Co
mmi
ttee

51. W
50. B
eath
49. Nam
oar
er
e of
d
atte
Directo
Me
nded
rs
eti
AGM
ng
or
not

57. Mr.
Nusli N.
Wadia
(Chairm
an)
65.

Mr.
R. A.
Shah

58.

66.

Mr.
S. S.
74.
Kelkar
81. Mr.
S.
82.
Ragotha
man
89. Mr.
A. K.
90.
Hirjee

73.

59.

Ye
s

67.

Ye
s

75.

Ye
s

83.

Ye
s

91.

Ye
s

60.

68.

3
C,
4M

76.

1
C,
2M

84.

1
C,
6M

92.

5
C,
2M

27

93. Mr.
ArunToda
rwal
101. Mr.
Arvind
Kumar
Singhal
109. Mr.
Rajesh
Mandawe
wala
117. Ms.
DipaliGoe
nka

94.

4 95.

102. 3

Yes

103. No

110. 5 111. Yes

118. 3

119. No

96.

3C,
6M

104. -

112. 3M

120. -

125.

97.

Mr.
S. M.
Palia

Ye
s

100. 1
C

106. 2

107. Ye
s

108. -

113. Dr.
SheelaB 114. 1
hide

115. N
o

116. 1
C

121. Mr.
123. Ye
IshaatH 122. 6
s
ussain
126. Mr.
128. Ye
Ness N. 127. 5
s
Wadia
131. Mr.
Jehangir
133. Ye
132. 6
N.
s
Wadia

124. 2
C,
4M

105. Ms.
Vinita
Bali

98.

99.

129. 2
M
134. 1
M

135.
*C= Chairman, M= Member
Table: 2.2
136.
d. Number of Board meetings held, dates on which held.

137.

Parame 138.
Welspun
ter
ind.ltd

140. No. of board

meeting during
financial year
2014-15
143. Date on
which meeting
were held

141. 5
1) 20th May 2014
2) 30th July 2014
3) 05th November
2014
4) 12th December
2014
5) 29th January 2015

139.

Bombay
dyeing
142. 6

1) 27th May 2014

2) 7th August 2014
3) 13th November
2014
4) 4th February 2015
5) 19th February
2015
28

6) 26th March 2015

144. Table: 2.3

145. *For more information or detail about [2 (a,b,c,d) ] refer annexure I

146.
147.
148.
149.
150.
151.
152.
153.
154.

29

155. AUDIT COMMITTEE:

a. Brief description of terms of reference
b. Composition, name of members and Chairperson
c. Meetings and attendance during the year
156. Table: 2.4

157.

Para
meter
158.
159.
Com
pany

163. WELSPUN
ind. Ltd.
164. The
Committee
comprises of 3
non-executive
directors
having
accounting and
finance background. The
majority of
them are
independent.
The Chairman
of the
Committee is
an independent
director. The
composition of
the Committee
and attendance
of the members
is given here:

160.

i
ii
iii

iv

Name of
members

Mr. ArunTodarwal
165.
(chairman)
166.
Mr. Dadi Engineer
167.
(member)
168.
Mr. Apurba Kumar
Dasgupta
169.
(member)
170.
Mr. ArunTodarwal
171.
(member)
172.

161.
T 162.
otal
No. Of
No.
meet
Of
ings
meeti
atten
ngs
ded
held
174. 13/1
3
175.
179.
180. 10/1
3
181.
185.
186. 10/1
3
187.
173.
13

191. 13/1
3

30

192. BOMBAY
DYEING
193. The
Committee
comprises of
members who
possess
financial and
accounting
expertise/expos
ure. The
Committee
consists of the
following 5
Non-Executive
Independent
Directors:

204. 5/5
208. 3/5
i
ii
iii
iv
v

Mr. IshaatHussain
194.
(chairman)
195.
Mr. S. Ragothaman
196.
(member)
197.
Mr. R. A. Shah
198.
(member)
199.
Mr. S. S. Kelkar
200.
(member)
201.
Mr. S. M. Palia
202.
(member)

212. 4/5
216. 5/5

203. 5
220.
221. 5/5

222.
223. REMUNERATION COMMITTEE:
224.
a. Composition, name of members and Chairperson
b. Attendance during the year.
225. Table: 2.5

226.
paramet
er
227.
228.
Co
mpany
233. WELSPU
N Ind. Ltd.

230.
N 231.
S
232.
umber
itting
Total
229.
Nam
of
Fees in
no
e of
meetin
Board
of
member
g
of
shar
attend
meetin
es
ed
g
234. Mr. Apurba
Kumar
Dasgupta(Chair
man)
239. Mr. Ram

235. 2/5

236. 47,000

237. 350
0

240. 4/5

241. 64,000

242. Nil
31

254. BOMBA
Y DYEING

Gopal
Sharma(Member
)
244. Mr.
ArunTodarwal(M
ember)
245.
250. Mr. Dadi
Engineer(Memb
er)
255. Mr.
IshaatHussain
256. (Chariman)
261. Mr. S. M.
Palia(Chariman)
266. Mr. Nusli N.
Wadia(Member)
271. Mr. R. A.
Shah(Member)
276. Mr. S.
Ragothaman(Me
mber)
282. Mr. A. K.
Hirjee(Member)
286.

246. 1/5

247. 52,000

248. Nil

251. 3/5

252. 44,000

253. 989

257. 3/5

258. 2,20,00
0

259. 3,8
00

262. 3/5

263. 2,20,00
0

264. Nil

267. 3/5

268. 60,000

269. Nil

272. 3/5

273. 2,20,00
0

274. Nil

277. 3/5

278. 2,00,00
0

279. 12,
19,418
280.

283. 3/5

284. 40,000

285. Nil

c. Terms of reference
287.
i)
Welspun Ind. Ltd.

288.
To recommend appointment and remuneration to Directors, Key
Managerial Personnel and Senior Management Personnel and review thereof
from time to time.

32

289.

ii)
290.
includes:

Bombay Dyeing
The broad terms of reference of the Nomination and Remuneration Committee

291.
Setup and composition of the Board, its committees and the leadership team of
the Company comprising of Key Managerial Personnel (KMP as defined under the Companies
Act, 2013) and Executive Team (as defined by the Committee).
292.
Directors.

Evaluation of performance of the Board, its Committees and Individual

293.

Remuneration for Directors, KMPs, Executive Team and other employees.

294.

Oversight of the familiarization program of Directors.

295.
296.
297.

Oversight of the HR philosophy, HR and people strategy and key HR practices.

d. Remuneration policy:
298.
i)
Welspun Ind. Ltd.
299.

The remuneration to executive directors, Key Managerial Personnel and senior

management personnel at the time of appointment shall be mutually agreed. The Committee shall
consider top industry indicators, requirements of role, qualification and experience of candidate,
expected contribution of executive to the profitability challenges specific to the Company and
such other matters as the Committee may deem fit. The remuneration must motivate individuals
to achieve benchmarks which must be aligned to the vision of the Company. It may contain fixed
pay. The management shall periodically find out the remuneration scale prevalent in the
industry / peer group to the extent possible to find out if there is a need for revision in
remuneration for retaining the talent.
300.
The non-Executive directors shall not be eligible for any remuneration /
commission, unless specifically approved by the Board of Directors on recommendation of the
NRC and by the shareholders.
301.
The non- executive Directors including independent directors may receive
remuneration by way of fees for attending meetings of Board or Committee thereof. Provided
that the amount of such fees shall not exceed Rs. 1,00,000 per meeting of the Board or
Committee or such amount as may be prescribed by the Central Government from time to time.

33

302.
303.

ii)

Bombay Dyeing

304.
Payment of remuneration to the Managing Director is governed by the Agreement
executed between him and the Company. His Agreement is approved by the Board and by the
shareholders. His remuneration structure comprises salary, incentive, bonus, benefits, perquisites
and allowances, contribution to provident fund, superannuation and gratuity. The Non-Executive
Directors do not draw any remuneration from the Company other than sitting fees and such
commission as may be determined by the Board from time to time.
305.

306. SHAREHOLDERS COMMITTEE

307.

a.
b.
c.
d.
e.

Name of non-executive director heading the committee

Name and designation of compliance officer
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints

308.

309.

Parameter
s

310.

312. No. Of NonExecutive

Directors Heading
Committee

314. Name of
Compliance Officer
with designation
318. No. Of
shareholders
Complaints
Recieved during

ii
iii

315.

Welspun
Ind. Ltd.
Mr. Apurba Kumar
Dasgupta
313.
(chairma
n)
Mr.
BalkrishanGoenka
Mr. Rajesh
Mandawewala

Mr. ShashikantThorat
(Company Secretary)
319.

103

311.
Bomba
y Dyeing

i
ii
iii

Mr. S. S. Kelkar
(Chairman)
Mr. A. K. Hirjee
Mr. Jehangir N.
Wadia

316. Mr. J. C. Bham

317. (Company
Secretary)
320. 115
321.

34

the year
322. No. Of
complaints not
solved to the
satisfaction of
Shareholders
325. No. Of pending
complaints
328.

323. All the complaints

were solved within 30
days.

326.

NIL

324.

All the complaints

were solved

327.

NIL

Table: 2.6

329.

330. 6. General Body meeting:

331. P
art
icu
lar
s
334. L
oca
tio
n
an
d
335. T
im
e

332. Welspun

336. M
ond
ay,
337. D
ece
mbe
r
338. 3
1,
201
2
11.0
0
a.m.
339.
340. O

347. T
ues
day,
348. S
epte
mbe
r
349. 2
4,
201
3
10.
00
a.m.
350.
351. O

333. Bombay Dyeing

358. Th 368. 8th

371. 6th
374. 7th
ursday,
August,
August,
August,
2013, at 3.45
2012, at
359. Se
2014 at
p.m.
3.45 p.m.
ptemb
3:45 pm.
372.
375.
er
369.
373. Yashwan 376. Yashw
360. 25, 370. Yashwa
trao Chavan
antrao
2014
ntrao
Center
Chavan
10.45
Chavan
Auditorium,
Center
am
Center
General
Auditoriu
361.
Auditorium
Jagannathrao
m, General
362. Off
, General
Bhonsle
Jagannathr
ice :
Jagannathr
Marg,
ao Bhonsle
363. We
ao Bhonsle
Nariman
Marg,
lspun
Marg,
Point,
Nariman
364. Cit
Nariman
Mumbai
Point,
y,
Point,
400 021
Mumbai
35

ffice
:
341. W
elsp
un
342. C
ity,
343. V
ersa
med
i,
344. A
njar,
345. K
utch
,
346. G
uj
370
110

ffic
Village
e:
365. Ver
352. W
samedi
elsp
Anjar,
un
366. Ku
353. C
tch,
ity, 367. Gu
354. V
jarat
ersa
37011
med
0
i,
355. A
njar
356. K
utch
357. G
uj.

Mumbai
400 021

400 021

a. Location and time, where last three AGMs were held:

377.

Table: 2.7

b. Whether any special resolutions passed in the previous 3 AGMs

WelspunInd.ltd
378. For the information about this refer annexure II
379.
Bombay Dyeing
380. For the information about this refer annexure II

381.

c. Whether any Special Resolutions were passed last year through

postal ballot
382.

Welspun Ind. Ltd.

383.

During the year under review (Two) 2 postal ballots were conducted and
resolutions u/s 180(1)(a), 180(1)(c) and 186 of the Companies Act, 2013 were passed through
postal ballot.
384.
36

 Bombay Dyeing
385.
386.
ballot.
387.

During the year under review, no Special Resolution was passed through postal

d. Person who conducted postal ballot exercise:

388.
Welspun Ind. Ltd.
i.

CS Mansi Damania (Proprietor of M/s. Mansi, Damania & Associates, Company

Secretaries)

ii. CS Uday Sohoni (Practicing Companies Secretary)

389.
Bombay Dyeing
390.
391.

Not applicable

e. Whether any special resolution is proposed to be passed through

postal ballot this year:
Welspun Ind. Ltd.
392.

Information not available

393.
Bombay Dyeing
394. During the current year, special resolution is proposed to be passed through postal ballot
for sale of asset.

37

395.

396.
397. f. Procedure for postal ballot:
Welspun Ind. Ltd.
398. Procedure as given in Rule 22 of the Companies (Management and Administration)
Rules, 2014 is followed. The postal ballot and all other papers relating to postal ballot
including voting by electronic means, remained under the safe custody of the scrutinizer till
the chairman considered, approved and signed the minutes and thereafter, the scrutinizer
returned the ballot papers and other related papers or register to the Company for
preservation. The results of the postal ballot were declared by placing it, along with the
scrutinizers report, on the website of the Company.
399.

Bombay Dyeing

400. The

procedure for postal ballot will be followed in terms of Section 110 of the
Companies Act, 2013 read with Rule 22 of The Companies (Management and
Administration) Rules, 2014, as amended from time to time.

38

401.

402.

7. DISCLOSURES:

403.
404. PARAMETER

407. Related party transactions

410. Details of non-compliance by

the company, penalties, and
strictures imposed on the
company by Stock Exchange or
SEBI or any statutory authority,
on any matter related to capital
markets, during the last three
years.
413. Whistle Blower policy and
affirmation that no personnel
has been denied access to the
audit committee.

416. Details of compliance with

mandatory requirements and
adoption of the
417. Non-mandatory
requirements of this clause

405. WELSPUN
IND. LTD.

406. BOMBAY
DYEING

408. http://welspu
nindia.com/polic
y/Policy-onRelated-PartyTransactions.pdf

409. http://tekno
wits.com/bomb
aydyeing/Corpo
rategov.asp

411. None

412. None

414. No personnel
have been
denied access to
the Audit
Committee.

415. No personnel
have been
denied access
to the Audit
Committee.

418. The Company

is in compliance
with the
mandatory
requirements
mentioned
under Clause 49
of the Listing
agreement.

419. The
Company is in
compliance with
the mandatory
requirements
mentioned
under Clause 49
of the Listing
Agreement.

420. Table: 2.8

39

421.

40

422.
423.8. MEANS OF COMMUNICATION:
424. Parameter

427. Quarterly results

430. Newspapers
wherein results
normally published

433. website, where

displayed
436. Whether it also
displays official
news releases
439. The
presentations
made to
institutional
investors or to the
analysts
443. Table: 2.9

425. WELSPUN
IND. LTD.
428. The quarterly, halfyearly and yearly
financial results of the
Company are sent out
to the Stock
Exchanges
immediately after
they are approved by
the Board.

431. Unaudited/audited
financial results in
Kutch Mitra (Gujarati
edition) and Financial
Express (English
Edition).

426. BOMBAY
DYEING
429. The unaudited
quarterly results are
announced within
forty-five days from
the end of the quarter
and the audited
annual results within
sixty days from the
end of the last
quarter as stipulated
under the Listing
Agreement with the
Stock Exchanges.
432. In Financial
Express (all editions)
&Loksatta (Mumbai).

434. www.welspunindia.
com.

435. www.bombaydyein
g.com

437. Yes

438. Yes

440. Available on
company website.
441.

442. As there are no

Institutional
Investors, no
presentations were
made by the
company.

444.
41

445.

42

446.

447.9. GENERAL SHAREHOLDER INFORMATION:

448.
Para
meter

449.

WELSPUN Ind.
Ltd.

452. August 31, 2015 at 3.00

p.m. at the
453. Registered Office of your
451. AGM : Date,
Company at Welspun City
time and venue 454. Village Versamedi,
455. Taluka Anjar,
456. Dist. Kutch,
457. Gujarat - 370110.
461. Financial
462. April 1 to March 31 of
year
following year
465. Monday, June 22, 2015
464. Date of Book 466. to Wednesday, June 24,
closure
2015
467. (both days inclusive).
469. Dividend
470. September 01, 2015 or
Payment Date 471. any date thereafter.
474. The Equity Shares of
Company are listed on The
National Stock Exchange of
India Limited (NSE) and
Bombay Stock Exchange
Limited, (BSE). The Secured
Redeemable Non-convertible
Debentures are listed on The
473. Listing on
National Stock Exchange of
Stock
India Limited.
Exchanges

450.

BOMBAY
DYEING

458. 6th August, 2015 3.45 p.m. at Birla

Matushri Sabhagar,
459. 19, Marine Lines,
460. Mumbai 400 020.

463. April 1 to March 31

of following year
468. 1st August, 2015 to
6th August, 2015 both
days inclusive.
472. On or from 7th
August, 2015.
475. BSE Ltd., Mumbai
National Stock Exchange
of India Ltd. (NSE),
Mumbai.
476. The Global
Depository Receipts are
listed at: Societe de la
Bourse de Luxembourg.
477. Annual Listing Fees
for the year 2015-16
have been paid to BSE
Ltd. and National Stock
Exchange of India Ltd.
478. Listing fee to the
Societe de la Bourse de
Luxembourg for listing of
GDRs has been paid for
the calendar year 2015.

43

479. Stock Code

488. Registrar
and Transfer
Agents

480. Bombay Stock Exchange

Limited :
481. 514162
482. National Stock Exchange of
India Limited :
483. WELSPUNIND; Series: EQ
484. ISIN No. (For
dematerialized shares):
485. INE 192B01023
489. The Company has
appointed Registrar and
Transfer Agent to handlethe
share /debenture transfer
work and to resolve
thecomplaints of
shareholders/ debenture
holders. Name,address and
telephone number of
Registrar andTransfer Agent is
given hereunder:
490. Link Intime India Private
Limited
491. (Formerly known as : In
time Spectrum RegistryLtd)
492. Unit : Welspun India
Limited
493. C-13, Pannalal Silk Mills
Compound,
494. LBS Marg, Bhandup (West),
495. Mumbai 400 078.
496. Email rnt.helpdesk@linkintime.co.in
497. Tel. No.: +91-22-25946970
498. Fax No. : +91-22
25946969

486. BSE Ltd. (BSE):

500020
487. National Stock
Exchange of India Ltd.
(NSE): BOMDYEING

499. Share pro Services

(India) Pvt. Ltd., the
Companys Registrar
and Transfer Agent
(R&TA) handle the entire
share registry work, both
physical and electronic.
Accordingly, all
documents, transfer
deeds, demat requests
and other
communications in
relation thereto should
be addressed to the
R&TA at its following
offices:
500. Registered Office:
Share pro Services
(India) Pvt. Ltd., Unit:
Bombay Dyeing 13AB,
Samhita Warehousing
Complex, Sakinaka
Telephone Exchange
Lane, Off Andheri Kurla
Road, Sakinaka, Andheri
(East), Mumbai 400 072.
Tel: 022 67720300/67720400
Fax: 022 - 28591568 email:
sharepro@shareproservi
ces.com
501. Investor Relation
Centre: Sharepro
Services (India) Pvt. Ltd.
44

503. Our Registrar and Transfer

Agent registers shares sent
for transfer in physical form
within 15 days from the
receipt of the documents, if
the same are found in order.
504. Shares under objection are
returned within two weeks.

502. Share
Transfer
System

506. Dematerializ
ation of shares
and liquidity

507. As on March 31, 2015,

99.37% equity shares have
beendematerialized and have
reasonable liquidity on the
508. Bombay Stock Exchange
Limited and The
NationalStock Exchange of
India Limited.

Unit: Bombay Dyeing

912, Raheja Centre, Free
Press Journal Road,
Nariman Point, Mumbai
400 021. Tel: 022 66134700 Fax: 022 22825484
505. Share transfers in
physical form are
registered within a
period of 7 to 15 days
from the date of receipt
in case documents are
complete in all respects.
The Board at its meeting
held on 20th October,
2010 and as modified at
its meeting held on 28th
May, 2013 had
delegated the powers to
approve transfer and
transmission of shares,
issue of
consolidated/new
certificates etc. subject
to certain guidelines and
limits laid down,
severally to the
Managing Director, Chief
Financial Officer and the
Company Secretary.
Anything above the said
limit is approved by the
Share Transfer
Committee.
509. 97.53% of the
outstanding equity
shares have been
dematerialised up to
31st March, 2015. All
shares held by
Promoters/Promoter
Group Companies have
been dematerialised.
Trading in equity shares
of the Company is
45

permitted only in
dematerialised form
effective from 29th
November, 1999 as per
Notification issued by
the Securities &
Exchange Board of India
(SEBI).

510. Plant
Locations

517. Address for

correspondenc
e
518.

511. i) Welspun City, Village

Versamedi, TalukaAnjar,
512. District Kutch, Gujarat 370 110
513. ii) Survey No. 76, Village
Morai, Vapi, District Valsad,
514. Gujarat - 396191

515. Textile Processing

Unit, B-28, MIDC
Industrial Area,
Ranjangaon, Tal. Shirur,
Dist. Pune 412 220.
Tel. No.: 021-38232700 /
38232800 Fax No.: 02138232600.
516. PSF Plant, A-1,
Patalganga Industrial
Area, Dist. Raigad,
TalukaKhalapur,
Maharashtra. Tel. No.:
952192 251096/103 Fax
No.: 952192 250263.

519. The Company Secretary,

520. Welspun India Limited
521. 7th Floor, Welspun House,
522. Kamala Mills Compound,
523. SenapatiBapatMarg, Lower
Parel,
524. Mumbai - 400 013.
525. Tel: +91-22-66136000;
+91-22-24908000,
526. Fax: +91-22-24908020 /21
527. e-mail:
CompanySecretary_WIL@wels
pun.com

528. For share

transfer/dematerialisatio
n of shares/payment of
dividend/other queries
relating to
shares:Contact M/s.
Sharepro Services
(India) Pvt. Ltd. at the
addresses printed in Sr.
No. 7(i) above.
529.
530.
531.
532.
533.
534. For any queries on
Annual Report or
investors assistance:
535. The Company
46

Secretary OR The Dy.

General Manager
(Secretarial), at C-1,
Wadia International
Center (Bombay
Dyeing),
PandurangBudhkarMarg,
Worli, Mumbai-400 025.
Tel: (91) (22) 66620000
Fax: (91) (22) 66193262.
536. Table: 2.10
537.
538.
539.
540.
541.
542.
543.
544.
545.
546.
547.
548.
549.

47

550.

551.CHAPTER-3 KEY FINDINGS

552.
1. Philosophy On Corporate Governance
i.

According to clause49 all the companies should describe the philosophy on corporate
governance in their annual report and website of the company which is truly followed by
both WELSPUN IND. LTD. and BOMBAY DYEING and all the necessary information
was described in their philosophy.

553.

2. Board Of Directors
i.

554.
ii.

555.
iii.

556.
iv.

557.
v.

The Board of directors of the company have 60% an optimum combination of executive
and non-executive directors which is not less than fifty percent of the board of directors
was satisfied by WELSPUN IND. LTD. According to clause49 there should be executive
and non-executive directors both comprising of 50% but in BOMBAY DYEING there are
no executive directors while non-executive directors comprise only 30% this does not
satisfies under clause49.
If the promoter is a listed entity, its directors other than the independent directors, its
employees or its nominees shall be deemed to be related to it but in both WELSPUN
IND. LTD. and BOMBAY DYEING nominee directors are not there which does not
satisfies according to clause49.
It is necessary according to clause49 that chairman should attend Annual General
Meeting but in WELSPUN IND. LTD chairman has not attended AGM. While in
BOMBAY DYEING Annual General Meeting was attended by the chairman.
The board shall meet at least four times a year, with a maximum time gap of four months
between any two meetings. In WELSPUN IND. LTD board met 5 times a year. While in
BOMBAY DYEING board met 6 times a year and thus it is satisfying the need of
clause49.
A director shall not be a member in more than 10 committees or acts as a Chairman of
more than five committees across all companies in which he is a director this condition
under clause49 was followed by both WELSPUN IND. LTD. and BOMBAY DYEING.

558.
vi.
In WELSPUN IND. LTD. majority of directors did not attend Annual General Meeting
which they should start attending as per clause49. In BOMBAY DYEING majority of
directors have attended Annual General Meeting.
48

3. Audit Committee
Qualified and Independent Audit Committee
i.

In WELSPUN IND. LTD there are 4 directors as a member of audit committee. In

BOMBAY DYEING there are 5 directors as a member of audit committee. In both the
companies majority of directors are independent directors. Which satisfies condition
under clause49.
In WELSPUN IND. LTD The Committee comprises of 3 non-executive directors
having accounting and finance back-ground. In BOMBAY DYEING The Committee
comprises of members who possess financial and accounting expertise/exposure. This
satisfies condition under clause49.
In WELSPUN IND. LTD. The Chairman of the Committee is an independent director.
In BOMBAY DYEING The Chairman of the Committee is an independent director,
Which satisfies condition under clause49.
In WELSPUN IND. LTD. The Chairman was present in all general meetings. In
BOMBAY DYEING The Chairman was present in all general meetings. Which
satisfies condition under clause49.

ii.

iii.

iv.

559.

Meeting of Audit Committee

i.

In WELSPUN IND. LTD meeting of audit committee was held every 4 months
satisfying the clause49 need. In BOMBAY DYEING meeting of audit committee was
held every 4 months satisfying the clause49 need.
560.

4. Remuneration Committee
i.

ii.

iii.

iv.

All elements of remuneration package of individual directors, Service contracts,

notice period, severance fees, the number of shares and all the necessary points
under clause49 was followed by WELSPUN IND. LTD and All elements of
remuneration package of individual directors and number of shares are shown
while Service contracts, notice period, severance fees under clause49 was not
followed by BOMBAY DYEING.
A criterion of making payments to non-executive directors in its annual report was
followed by WELSPUN IND. LTD. And Criteria of making payments to nonexecutive directors in its annual report was followed by BOMBAY DYEING.
All the members of the remuneration committee should be present at the meeting
under clause49 but none of member attended all meetings during a year so they
should start attending all meetings in WELSPUN IND. LTD. While, Majority of
members of audit committee have attended 3 meetings out of 5 so they should
start attending all meetings as per clause49 in BOMBAY DYEING.
The board has up a remuneration committee to determine on their behalf and on
behalf of the shareholders with agreed terms of reference, the companys policy

49

on specific remuneration packages for executive directors by both WELSPUN

IND. LTD. and BOMBAY DYEING.
561.

5. Shareholder Committee
i.

ii.

Under clause49 if the chairman of the board is a non executive director then one
third of board should comprise independent directors was followed by both
WELSPUN IND. LTD. and BOMBAY DYEING.
All the complaints received by shareholders were solved timely by both
WELSPUN IND. LTD. and BOMBAY DYEING.

562.

6. General Body meeting

i.

ii.

iii.
iv.

v.

vi.

Information about location and time of last three annual general meetings held by
both WELSPUN IND. Ltd. And BOMBAY DYEING is disclosed as per
Clause49.
In WELSPUN IND. Ltd. Total fourteen resolutions were passed favouring all the
members of the company and in BOMBAY DYEING five resolutions were
passed in which during one AGM no resolution was passed by the board.
In WELSPUN IND Ltd. Two postal ballots were conducted and in BOMBAY
DYEING no resolutions were passed through postal ballot.
Two of the companies secretary conducted the postal ballot exercise in
WELSPUN IND. Ltd. And as there was no postal ballot exercise in Bombay
dyeing no one conducted the same.
WELSPUN IND. Ltd. Has not provided any information weather any special
resolution was passed or not and for the same in BOMBAY DYEING during the
current year they propose to pass the special resolution through postal ballot for
sale of asset.
Both the WELSPUN IND. Ltd. And BOMBAY DYEING followed the procedure
for postal ballot given in rule 22 of companies rules, 2014.

50

563.

7. DISCLOSURES:
i. All the information regarding related party transactions are disclosed in company
ii.

iii.
iv.

website.
No Details of non-compliance by the company, penalties, and strictures imposed
on the company by Stock Exchange or SEBI or any statutory authority, on any
matter related to capital markets, during the last three years were disclosed by any
of the company.
In any of WELSPUN IND. Ltd. And BOMBAY DYEING no personnel has been
denied access to the Audit Committee which is a good governance practice
according to clause49.
The Company is in compliance with the mandatory requirements mentioned under
Clause 49 of the Listing agreement.

564.
8. MEANS OF COMMUNICATION:
i.

ii.

iii.
iv.
v.

In WELSPUN IND. Ltd. the quarterly results are sent to stock exchanges
immediately after they are approved by the board and in BOMBAY DYEING
unaudited quarterly results are announced within forty-five days from the end of
the quarter and the audited annual results within sixty days from the end of the
last quarter as stipulated under the Listing Agreement with the Stock Exchanges.
WELSPUN IND. Ltd. published its both unaudited and audited results in Kutch
Mitra (Gujarati edition) and Financial Express (English edition) and BOMBAY
DYEING published its financial results in Financial Express (all editions) & Lok
satta (Mumbai).
Both WELSPUN IND. Ltd. and BOMBAY DYEING published its financial
results on its website.
WELSPUN IND. Ltd. also displays official news releases and so does BOMBAY
DYEING.
WELSPUN IND Ltd. made presentations to institutional investors or analysts
which are displayed on company website and BOMBAY DYEING did not made
any presentations as they dont have any institutional investors in their company.

51

9. GENERAL SHAREHOLDER INFORMATION:

i.
ii.
iii.

Information regarding date, time and venue of annual general meeting was
disclosed by WELSPUN IND. Ltd. and BOMBAY DYEING.
Both the companies are following the standard financial year.
Date of book closure for WELSPUN IND. Ltd. was June 22 to June 24, 2015 and
BOMBAY DYEING was 1st august to 6th august, 2015.

565.
566.
567.
568.
569.
570.
571.
572.
573.
574.
575.
576.
577.
578.
579.
580.
581.
52

582. CHAPTER-4 SUGGESTIONS

583.
1. Board Of Directors
I.

II.

III.

IV.

According to clause49 there should be executive and non-executive directors

both comprising of 50% but in BOMBAY DYEING there are no executive
directors while non-executive directors comprise only 30% hence BOMBAY
DYEING should increase the strength of non-executive as well as executive
directors.
If the promoter is a listed entity, its directors other than the independent directors,
its employees or its nominees shall be deemed to be related to it but in both
WELSPUN IND. LTD. and BOMBAY DYEING nominee directors are not there
which does not satisfies according to clause49 hence the should nominate the
nominee director.
It is necessary according to clause49 that chairman should attend Annual General
Meeting but in WELSPUN IND. LTD chairman has not attended AGM hence
necessary steps should be taken against chairman so that they start attending
AGM as early as possible.
In WELSPUN IND. LTD. majority of directors did not attend Annual General
Meeting which they should start attending as per clause49.
584.

2. Remuneration Committee
I.

II.

All elements of remuneration package of individual directors and number of

shares are shown while Service contracts, notice period, severance fees under
clause49 was not followed by BOMBAY DYEING hence committee members
should make the transparency under the above aspects.
All the members of the remuneration committee should be present at the meeting
under clause-49 but none of member attended all meetings during a year so they
should start attending all meetings in WELSPUN IND. LTD. While, Majority of
members of audit committee have attended 3 meetings out of 5 so they should
start attending all meetings as per clause49 in BOMBAY DYEING.
585.

3. General Body meeting

I.
II.

In BOMBAY DYEING no resolutions were passed through postal ballot hence

they should take steps so that resolutions are pass through postal ballot.
There was no postal ballot exercise in Bombay dyeing no one conducted hence
company secretary should exercise postal ballot.
586.

587.
588.
53

4. DISCLOSURES
I.

No Details of non-compliance by the company, penalties, and strictures imposed

on the company by Stock Exchange or SEBI or any statutory authority, on any
matter related to capital markets, during the last three years were disclosed by any
of the company hence both the companies should start disclosing and maintain the
transparency .

589.

54

590.CHAPTER-5 CONCLUSION
591.

According to clause49 all the companies should describe the philosophy on corporate
governance in their annual report and website of the company which is truly followed by
both WELSPUN IND. LTD. and BOMBAY DYEING. All the necessary information was
described in their philosophy. Information regarding date, time and venue of annual general
meeting was disclosed by WELSPUN IND. Ltd. and BOMBAY DYEING. Both the
companies are following the standard financial year. Date of book closure for WELSPUN
IND. Ltd. was June 22 to June 24, 2015 and BOMBAY DYEING was 1 st august to 6th august,
2015. In WELSPUN IND. LTD there are 4 directors as a member of audit committee. In
BOMBAY DYEING there are 5 directors as a member of audit committee. In both the
companies majority of directors are independent directors. All the information regarding
related party transactions are disclosed in company website. No Details of non-compliance
by the company, penalties, and strictures imposed on the company by Stock Exchange or
SEBI or any statutory authority, on any matter related to capital markets, during the last three
years were disclosed by any of the company. In any of WELSPUN IND. Ltd. And BOMBAY
DYEING no personnel has been denied access to the Audit Committee which is a good
governance practice according to clause49. The Company is in compliance with the
mandatory requirements mentioned under Clause 49 of the Listing agreement.

592.
593.
594.

595.

55

596.CHAPTER-6 REFRENCES
597.
598.
i)
ii)
iii)

Clause 49 Guidelines given by SEBI.

Welspun Annual Report:
599. http://welspunindia.com/policy/Policy-on-Related-Party-Transactions.pdf
Bombay Dyeing Annual Report:
http://teknowits.com/bombaydyeing/Corporategov.asp

56

600. ANNEXURE
601.
1) WELSPUN Ind. Ltd. Board Composition :

57

2) Bombay Dyeing Board Composition :

602.

58