In compliance with Clause 49 of the Listing Agreement with the Stock Exchanges and as per the applicable provisions of the Companies Act, 2013 as amended from time to time, your Directors submit their report on the matters mentioned in the said Clause and practice followed by the Company.
The Company has been following good Corporate Governance practices like striking reasonable balance in the composition of the Board of Directors, setting up of Audit Committee and other Committees, adequate disclosure of information and business to be deliberated by the Board, etc.
I. BOARD OF DIRECTORS
As on March 31, 2015 the Board of Directors comprised of Chairman & Managing Director I/c, Two part-time Official Directors and Director I/c (Operations/Finance). Currently the position of 4 part-time Non Official (Independent) Directors are vacant.
The day-to-day management of the Company is conducted by the Chairman & Managing Director and under the supervision and control of the Board of Directors.
During the year 2014-15, Nine (9) Board Meetings were held on May 7, June 13, June 20, July 23, August 11, September 4, October 10,November 11 in the calendar year 2014 and February 12 in the calendar year 2015.
Brief Resume of Directors proposed for appointmentand re-appointment as per Listing Agreement 49 VIII(E)(1)(a)
Shri Vishvajit Sahay
Shri Vishvajit Sahay aged 48 years is a IDAS 1990 batch. He has worked in various capacities as Director (Films), Ministry of Information and Broadcasting, Finance Manager in Acquisition Wing, Ministry of Defence, Sr. Dy. Controller General of Defence Accounts (Admn), Joint Controller General of Defence Accounts and at present he holds a post of Joint Secretary, Department of Heavy Industry.
Shri Vishavajit Sahay does not hold any shares in HMT Ltd.
SHRI P.SIVARAMI REDDY
Shri P.Sivarami Reddy aged 57 years was inducted as Director (Operations & Finance) on the Board of HMT with effect from 26.05.2014. A Mechanical Engineer graduate with Master in Business Administration in Marketing Management has served in various capacities for nearly 3 decades in different Units of HMT Group. Before joining HMT he worked in two private companies in Hyderabad from 1980 to 1983.
Shri P.Sivarami Reddy does not hold any shares in HMT Ltd.
II COMMITTEES OF THE BOARD
A. AUDIT COMMITTEE
In view of the cessation of the Independent Directors and non induction of new incumbents to these positions, the Audit Committee could not be duly reconstituted as per the requirement of the Listing Agreement (Clause 49). As President of India is the appointing authority for Directors, Government has been requested to appoint Independent Directors and Woman Director to comply with Listing requirements and provisions of Company's Act, 2013. Further action for reconstitution of manadatory committees will be taken after appointment of Independent Directors on the Board by the Government.
B. REMUNERATION TO DIRECTORS
No sitting fee is payable to any of the directors except Part-time Non-Official (Independent) Directors. An amount of Rs.5000/- per meeting for the Board and X 3000/- for each Committee Meeting is paid as sitting fee to the Part time Non-Official (Independent) Director for attending the Board and Committee Meetings.
• The salary of the whole time Directors does not include performance-linked incentive except amount payable as per the productivity linked incentive scheme of the Company.
C. SHARE TRANSFER SUB -COMMITTEE
The Share Transfer Committee comprises of the Chairman and Managing Director as a single member to look after transfer/transmission of shares issued by the Company & Issue of duplicate certificates, other than confirmation of dematerialization of shares. Four meetings were held during the year 2014-15.
Name of the Compliance Officer:
Shri Subash B.K, Company Secretary
D. SHAREHOLDERS/INVESTORS GRIEVANCE
During the year ended March 31, 2015 there were 28 complaints received from Shareholders which has been resolved during the year itself.
Number of pending Share Transfers - NIL
) There were no transactions of material nature with its Promoters, the Directors or the Management, their Subsidiaries or Relatives etc., which may have potential conflict with the interest of the Company at large.
ii) There were no instances of penalties, strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years.
iii) The Company is in process of implementing Whistle Blower Policy mechanism and the same shall be posted in Website.
IV Reconciliation of Share Capital Audit
A qualified practicing Company implementing carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital.
The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and total number of dematerialized shares held with NSDL and CDSL.
V SUBSIDIARY COMPANIES
The Minutes of the Board meetings along with a report on significant developments of the unlisted Subsidiary Companies are periodically placed before the Board of Directors of the Company.
VI MEANS OF COMMUNICATION
The Company has published its Quarterly Results as per the listing requirements in leading newspapers. both in English & vernaculor language The above results are also displayed at the Company's website www.hmtindia.com . Pursuant to the directions of Securities & Exchange Board of India (SEBI), the Company has been submitting documents viz., Shareholding Pattern, Financial Results, Annual Report etc.
VII CEO AND CFO CERTIFICATION
In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, the Certification by the CEO (Chairman & Managing Director) on the Financial Statements and Internal controls relating to financial reporting for the financial year 2014-15 has been obtained and was placed before the Board.
VIII GENERAL SHAREHOLDERS INFORMATION
i) Annual General Meeting
September 30, 2015 10.30 A.M at "HMT Bhavan" No.59, Bellary Road Bangalore - 560 032
ii) Financial year
April 01, 2014 to March 31, 2015
iii) Book Closure
September22, 2015 to September 30, 2015 (both days inclusive)
iv)Listing of Shares and other Securities
1. Bombay Stock Exchange Limited, Mumbai
2. National Stock Exchanges of India Ltd., Mumbai
(Annual Listing Fees for the year have been paid to the above Stock Exchanges)
Stock Code No.
Bombay Stock Exchange Ltd., Mumbai: 500191
National Stock Exchange of India Limited, Mumbai HMT
ISIN No. INE 262A01018 IN
Registrars & Share Transfer Agents
M/s. Karvy Computershare Private Limited. 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500 034.
vi) Share Transfer System
The Share Transfer Committee of the Board meets at regular intervals, so that shares lodged for transfer are registered and dispatched back well within time limit prescribed in this respect under the listing agreements.
vii) Non-Mandatory Requirements
Being a Government Company, the appointment and fixation of terms and conditions of appointment of all Directors are made by the Government of India. The Company declares that no personnel have been denied the access to Audit Committee.
As the Company's financial results are displayed on the Website of the Company and published in the Newspapers, they are not separately circulated to all the shareholders. The Company is making endeavors to move towards a regime of unqualified financial statements.
viii) The details of high/low market price of the shares at the Bombay Stock Exchange Ltd., Mumbai and at National Stock Exchange of India Ltd., Mumbai are as under:
ix) Dematerialisation of Shares:
The Company's Shares are compulsorily traded in the electronic mode from June 26, 2000. As on 31 st March 2015, 99.98 % of the Company's Shares representing 76,02,18,178 equity shares were held in dematerialised form and the balance 0.02 % representing 1,31,962 shares were in the physical form.
x) Plant Locations
The Company's plants are located at Pinjore in Haryana, Hyderabad in Telangana and Aurangabad in Maharashtra, the addresses of which are given below:
Pinjore - 134101 Dist. Panchkula, Haryana
Narsapur Road, HMT Township P.O., Telangana - 500 854
H-2, MIDC, Chikalthana I.A, Post Box No. 720, Aurangabad - 431 210
xi) Address for correspondence:
Registered Office is situated at:
HMT Bhavan, No.59, Bellary Road,Bangalore - 560 032,Karnataka, India.