30th June 2016
31st March 2016
31st Dec, 2015
30th Jun, 2015
30th Sep, 2015
31st March 2015
31st Dec, 2014
30th Jun, 2014
30th Sep, 2014
30th Jun 2013
31st Dec, 2013
30th Sep, 2013
31st Mar, 2014
30th Jun 2012
31st Dec, 2012
30th Sep, 2012
31st Mar, 2013
|Shri Pradeep Dinodia||- Chairman|
|Shri Hari S. Bhartia|
|Smt. Meenakshi Dass|
|Shri Ravinder Narain|
|Shri C.Y. Pal|
|Dr. Alexander Sagel|
|Shri M. Sekimoto|
|Shri Inderdeep Singh|
|Shri Toru Suzuki|
|Shri A.K. Taneja||- Managing Director & CEO|
|Shri R. Srinivasan||- Joint Managing Director|
|Shri Luv D. Shriram||- Wholetime Director|
|Dr. Peter Neu||- Alternate Director to Dr. Alexander Sagel|
|Shri N. Okano||- Alternate Director to Shri M. Sekimoto|
This Code of Conduct reflects values of the Shriram culture, and is also ensuring compliance with Clause 49 of the Listing Agreement with the Stock Exchange.
The Code of Conduct for Shriram Pistons and Rings Ltd. is to ensure ethical conduct in the business. The matters covered in the Code are important for the Company, all the Board members, Senior Management, its shareholders/stakeholders and business partners, for their business conduct.
All Board members and Senior Management personnel shall observe and implement the code of Conduct in their official day to day activities.
The Board shall determine the appropriate action to be taken in the event of violation of this Code.
All Board members and Senior Management personnel of the Company shall deal on behalf of the Company with professionalism, honesty and integrity, as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by third parties.
All Board members and Senior Management personnel shall, in his or her business conduct, comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which he or she operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the code, then the standards of the Code shall prevail.
The Company shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of India. Internal accounting and audit procedures shall fairly and accurately reflect all of the company's business transactions and disposition of assets. All required information shall be accessible to Company auditors and other authorised parties and government agencies.
There shall be no willful omissions of any Company transactions from the books and records, no advance income recognition, and no hidden bank account and funds.
The duty of all Board members and Senior Management personnel towards the Company demands that he or she avoids and discloses actual and potential conflicts of interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Examples include:-
In consideration of employment with the Company, Senior Management personnel are expected to devote their full attention to the business interests of the Company. They are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company, or is otherwise in conflict with or prejudicial to the Company.
Senior Management personnel are prohibited from accepting simultaneous employment with suppliers, customers, developers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor’s position. Additionally, all Board members and Senior Management personnel must disclose to the Company’s audit committee, any interest that they have that may conflict with the business of the Company.
It is a conflict of interest to serve as a director of any other company that could be detrimental to or in conflict with the interests of the Company.
If a Board member or Senior Management personnel is considering investing in any customer, supplier, developer or competitor of the Company, he or she must first take care to ensure that these investments do not compromise on their responsibilities to the Company. The Company’s policy requires that information to Company’s audit committee be given while making such an investment. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; their access to confidential information of the Company or of the other Company; and the nature of the relationship between Company and the other Company.
As a general rule, Board members and Senior Management personnel should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Relatives include spouse, siblings, children, parents, grandparents, grandchildren, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. The Company discourages the employment of relatives of employees/Directors in positions or assignments within the company. Further, the Company prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g. an auditing or control relationship, or a supervisor/subordinate relationship).
Notwithstanding that such or other instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested Board members and Senior Management personnel should be made to the Company's management. It is also incumbent upon every employee to make a full disclosure of any interest which the employee or the employee's immediate family, which would include parents, spouse and children, may have in a Company or firm which is a supplier, customer, distributor of or has other business dealings with his or her Company.
All Board members and Senior Management personnel may not exploit for their own personnel gain, any new business opportunity to the Company’s area of business viz., auto components, unless the proposal is informed in writing to the CMG, and the Company in the CMG declines to pursue such an opportunity. The Company will convey its decision within three months of receiving the written proposal.
Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts, all Board members and Senior Management personnel must consult the Company's audit committee.
The assets of the Company shall not be misused but shall be employed for the purpose of conducting the business for which they are duly authorised. These include tangible assets such as equipment and machinery, systems, facilities, materials and resources as well as intangible assets such as proprietary information, relationships with customers and suppliers, etc.
The Company shall be committed to supplying goods and services of the highest quality standards, backed by efficient after-sales service consistent with the requirements of the customers to ensure their total satisfaction.
The Company shall strive to provide a safe and healthy working environment and comply, in the conduct of its business affairs, with all regulations regarding the preservation of the environment of the country.
The Company, all Board members and Senior Management personnel shall provide equal opportunities to all its employees and all qualified applicants for employment, without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality and disability. Employees of the Company shall be treated with dignity and in accordance with our maintaining a work environment free of sexual harassment, whether physical, verbal or psychological.
No Board member or Senior Management personnel shall (directly or indirectly) accept any gift, entertainment, trip, discount, service, or other benefit from any organization or person doing business or competing with the Company (other than modest gifts/ benefits of nominal value or entertainment as part of normal business courtesy and hospitality) which would or reasonably appear to be capable of influencing such person to act in a manner which is against the interest of the Company.
The Company shall not support, directly or indirectly, any specific political party or candidate for political office. The Company shall not offer or give any Company funds or property as donations, directly or indirectly, to any political party, candidate or campaign.
The Company, all Board members and Senior Management personnel shall be committed to be a good corporate citizen, not only in compliance with all relevant laws and regulations, but also by actively assisting in the improvement of the quality of life of the people in the communities in which it operates, with the objective of making them self-reliant.
Such social responsibility would comprise: initiating and supporting initiatives in the field of community health and family welfare, vocational training, education and literacy, providing employment to physically challenged people and encouraging the application of modern scientific and managerial techniques and expertise.
As a general rule, company directors and senior management personnel shall avoid conducting company business with related parties and the employment of related parties in positions having financial influence. Should the company need to enter into any contract or arrangement with a Related Party, it will be with the prior approval of the Audit Committee.
Transactions with related party shall be conducted adopting normal system & procedure of the company applicable on that transaction as if they are entered with unrelated party.
If need for related party transactions cannot be foreseen, transactions upto Rs. 1 cr. between two audit committee meetings may be entered, complying with normal S&P of that transaction and such transactions will be placed in next Audit Committee meeting for approval as per normal practice.
In the event such contract or arrangement is not in the ordinary course of business or at arm's length, the company shall comply with the provisions of the Companies Act 2013 and the Rules framed thereunder and obtain approval of the Board and/or shareholders, as applicable, for such contract or arrangement.
All material related party transactions, as per applicable provisions of the Companies Act, 2013/Listing Agreement, will be placed for approval of the shareholders of the company.
The Company Secretary/ Compliance Officer
Shriram Pistons and Rings Ltd.
3rd Floor, Himalaya House
23, Kasturba Gandhi Marg
New Delhi - 110001
Ph: +91 11 2331 5941
Fax: +91 11 2331 1203, 2372 5356
Shriram Pistons and Rings Limited
Regd. Office: 3rd Floor, Himalaya House
23, Kasturba Gandhi Marg
New Delhi - 110001
Notice is hereby given that the 52nd Annual General Meeting (AGM) of the Company is scheduled to be held on Saturday, 25th June, 2016 at 4:30 PM at Shangri-La’s-Eros Hotel, 19 Ashoka Road, Connaught Place, New Delhi-110001, to transact the Ordinary and Special Businesses, as set forth in the Notice of the meeting (which was dispatched to members on 30th May, 2016).
Members are hereby informed that the Notice of AGM is available on Company’s website www.shrirampistons.com and on www.evotingindia.com. The Annual Report can be downloaded from www.shrirampistons.com
Notice is also hereby given that the Register of Members and the Share Transfer Books of the Company will remain closed from 18th June, 2016 to 25th June, 2016 (both days inclusive) for the purpose of determining entitlement of dividend, if any, declared by the Company to those members whose names stand on the Register of Members as on 25th June, 2016. The dividend in respect of shares held in electronic form will be payable to the beneficial owners as at the end of business hours on 17th June, 2016, as per the details furnished by the RTA of the Company.
Pursuant to section 108 of the Companies Act, 2013 and rules made thereunder, the Shareholders may exercise their vote on all resolutions set forth in the Notice through electronic means. The remote E-voting facility shall remain open from June 22, 2016 (10:00 AM) to June 24, 2016 (5:00 PM) during which the shareholders holding shares as on cut-off date i.e. 18th June, 2016 (either in demat or in physical form) may cast their vote. Votes casted after the aforesaid period shall not be allowed. The shareholders who may not have access to e-Voting facility may cast their vote through postal ballot in ballot form enclosed with the notice. The Ballot form, complete in all respects in the attached self-addressed envelopes, should reach the Scrutinizer appointed by the Company by June 24, 2016 (5:00 pm) after which the votes casted through such form shall not be considered. Members, who have not received postal ballot forms may apply to the company and obtain a duplicate thereof.
A member may participate in the general meeting even after exercising his/ her right to vote through remote e-voting or postal ballot but shall not be allowed to vote again in the meeting.
Any person who acquires shares of the Company and becomes member of the Company after dispatch of the Notice and holding shares as on the cut -off date i.e. 18th June, 2016 may obtain the login Id and password by sending a request at firstname.lastname@example.org and email@example.com. Shareholders who are already registered with CDSL for remote e-voting can use their existing login ID and password for casting their vote.
The facility for voting by polling paper shall be made available at the meeting and shareholders attending the meeting who have not casted their vote by remote e-voting or postal ballot shall be able to exercise their voting right at the meeting.
Persons whose names are recorded in the register of members as on cut-off date i.e. as on 18th June, 2016 only shall be entitled to avail the facility of remote e-voting as well as voting in the AGM. In case of any queries/ grievances, please contact the undersigned at firstname.lastname@example.org.
The shareholders are also requested to update their contact details with the Company in the form sent to them along with Notice of AGM.
By order of the Board
3RD FLOOR, HIMALAYA HOUSE, 23 KASTURBA GANDHI MARG,
Place: New Delhi
Dated: 3rd June, 2016
11th Annual Report 2015-16
Annual Accounts Subsidiary Company
Familiarization Programmes for Independent Directors
Shri O.P. Khaitan, Independent Director of the Company, passed away on 06th December, 2015.