REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement a Report on Corporate Governance is given below:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Our Company's Corporate Governance philosophy is to continuously strive to attain higher levels of accountability, transparency, responsibility and fairness in all aspects of its operations. Our business culture and practices are founded upon a common set of values that govern our relationships with customers, employees, shareholders, suppliers and the communities in which we operate.
Our Corporate Governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company.
The Company is conscious of its responsibility as a good corporate citizen. The Company values transparency, professionalism and accountability.
2. BOARD OF DIRECTORS
Your Company's Board comprises of 6 Directors with considerable experience in their respective fields. Of these 3 are Executive Director and 3 Non Executive (Independent) Directors. The Chairman of the Board is Promoter Director.
All Independent Directors of the Company have been appointed as per the provisions of the Companies Act, 2013. Formal letters of appointment have been issued to the Independent Directors. The terms and conditions of their appointment are disclosed on the Company's website.
None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees (Committees being Audit Committee and Stakeholders Relationship Committee, as per Clause 49 II (D) (2) of the Listing Agreement), across all the Companies in which he/ she is a Director
(b) Meetings and attendance during the year
Thirteen Board Meetings were held during the financial year 1st April 2014 to 31st March 2015. All relevant and materially significant information, are submitted as part of the agenda papers well in advance of the Board Meetings. The Executive Director, in consultation with the Chairman, drafts the agenda of the meetings.
(c) Number of Board Meetings held and the dates of the Board Meeting
During the Financial Year April 1, 2014 to March 31, 2015, 13 (Thirteen) meetings were held on the following dates:
15.04.2014, 21.04.2014, 25.05.2014, 30.05.2014, 20.06.2014, 24.06.2014, 14.08.2014, 04.09.2014, 14.11.2014, 28.11.2014, 22.01.2015, 14.02.2015 & 31.03.2015.
(e) Selection of Independent Directors
Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons in accordance with the Company's Policy for Selection of Directors and determining Directors' independence. The Board considers the Committee's recommendation, and takes appropriate decision.
(f) Board and Director Evaluation and criteria for evaluation
During the year, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation include inter alia, degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director & CEO.
(g) Familiarization Programme for Independent Directors
The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. These include orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.
The familiarization programme for Independent Directors is disclosed on the Company's website at the following web link: <http://www.mahatubes.com/>
(h) Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on 31/03/2015, as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Clause 49 of the Listing Agreement.
At the Meeting, the Independent Directors:
• Reviewed the performance of Non-Independent Directors and the Board as a whole;
• Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors; and
• Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Mr. Chetan Ramesh Jain, Mr. Jiwanprakash Thakurdas Hingorani, Mr. Chandrashekhar Rajaram Kulkarni attended the Meeting of Independent Directors
Mr. Chetan Ramesh Jain chaired the Meeting
3. AUDIT COMMITTEE
(a) Terms of Reference of Audit Committee
The Committee's composition meets with requirements of section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Role of Audit Committee inter alia, includes the following:
• 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.
• Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of statutory auditors, including cost auditors, and fixation of audit fees and other terms of appointment.
• Approving payment to statutory auditors for any other services rendered by them.
• Reviewing with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:
• Matters required to be included in the Directors' Responsibility Statement to be included in the Directors' Report.
• Changes, if any, in accounting policies and practices and reasons for the same.
• Major accounting entries involving estimates based on the exercise of judgment by the management
• Significant adjustments made in financial statements arising out of audit findings.
• Compliance with listing and other legal requirements relating to financial statements.
• Disclosure of related party transactions.
• Qualifications in draft audit report.
• Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
• 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
• Reviewing and monitoring the auditors independence and performance and effectiveness of audit process.
• Approval or any subsequent modification of transactions of the Company with related parties.
• Scrutiny of inter-corporate loans and investments.
• Valuation of undertakings or assets of the Company, wherever it is necessary.
• Evaluation of internal financial controls and risk management systems.
• Reviewing with the management, performance of statutory auditors, including cost auditors and internal auditors, adequacy of internal control systems.
• 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
• Discussion with internal auditors, any significant findings and follow-up thereon.
• 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.
• 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.
• To look into the reasons for substantial defaults, if any, in the
payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
• To review the functioning of the Whistle Blower mechanism.
• Approval of appointment of the CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background of the candidate.
• Carrying out such other functions as may be specifically referred to the Committee by the Company's Board of Directors and/or other Committees of Directors.
• Reviewing financial statements, in particular the investments made by the Company's unlisted subsidiaries.
• Reviewing the following information:
• The Management Discussion and Analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
• Management letters/letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of internal auditors / chief internal auditor.
(b) Composition, name of Members, Chairman and their attendance at meetings during the year
The Audit Committee of the Company is constituted in accordance with the provisions of Clause 49 of the Listing Agreement and the provisions of Section 177 of the Companies Act, 2013. All members of the Committee are financially literate.
During the Financial Year April 1, 2014 to March 31, 2015, 5(five) meetings were held on the following dates:
30/05/2014, 24/06/2014, 14/08/2014, 14/11/2014, 14/02/2015 The attendance of each member of the committee is given below.
During the year, the Audit Committee reviewed key audit findings covering operational, financial and compliance areas. Risk mitigation plans covering key risks affecting the Company were presented to the Committee.
The Chairman of the Audit Committee, Mr. Chetan Ramesh Jain was present at the Annual General Meeting of the Company held on 30th December, 2014.
4. NOMINATION AND REMUNERATION COMMITTEE
The Committee's constitution and terms of reference are in compliance with Provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement.
(a) Terms of Reference of Nomination and Remuneration Committee, inter alia, includes the following
• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/ or removal.
• To carry out evaluation of every Director's performance.
• To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.
• To formulate the criteria for evaluation of Independent Directors and the Board.
• To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria.
• To ensure relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
• 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.
• To perform such other functions as may be necessary or appropriate for the performance of its duties.
(b) Composition, name of Members, chairman and their attendance at meetings during the year During the Financial Year April 1, 2014 to March 31, 2015, 1(One) meetings were held on the following dates:24/06/2014
(c) Remuneration Policy of the Company
The Managing Director and the Executive Directors of the Company are entitled for payment of remuneration as decided by the Board on the recommendation of Nomination and Remuneration committee and approved by the members as per the provisions of the Companies Act, 2013. No remuneration is paid to any Non- Executive Directors during the financial year 1st April, 2014 to 31st March 2015. The key principles governing the Company's Remuneration Policy are as follows:
Remuneration to Non- Executive / Independent Director:
• Remuneration / Commission:
No Remuneration / Commission is paid to any Non -Executive Director/Independent Director
• Sitting Fees:
No Sitting fee is paid to any Non-Executive Directors during the financial year 1st April, 2014 to 31st March 2015.
No Sitting fee is paid to any Non-Executive Directors during the financial year 1st April, 2014 to 31st March 2015.
Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:
Payment of Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel is fixed as decided by the Board of Directors, based on the recommendation of the Remuneration Committee.
(f) Shareholdings of Non-Executive Director
None of the Non-Executive Director holds any shares in the Company as on 31st March, 2015.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted Stakeholders Relationship Committee in accordance with the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement
Terms of Reference of Stakeholders Relationship Committee
• To look into redressing shareholders and investors' complaints and to expedite the process of Redressal of complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. and 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.
(b) Meetings of the Committee
During the Financial Year April 1, 2014 to March 31, 2015, 4 (Four) meetings were held on the following dates:
04/04/2014, 13/06/2014, 12/09/2014, 02/01/2014
(c) Name & Designation of the Compliance Officer
Mr. Madhavprasad Govindram Jalan, Managing Director is the Compliance Officer of the Company.
(d) Redressal of Complaints
Shareholders may send their complaint for redressal to the email ID: email@example.com
(e) No. of Complaints received, resolved and pending during the financial year:
During the financial year, the company has received Nil complaints from the shareholders. There was no pending complaint from any shareholder as on 31st March 2015.
(c) Disclosure Regarding Re-appointment of Director in the ensuing AGM
Mrs. Mala Sharma (DIN: 02964382) who shall be retiring in this AGM, being eligible to be offered herself for re-appointment. Their brief particulars as stipulated under Clause 49 of Listing Agreement are provided in the notice convening this meeting.
7. CODE OF CONDUCT
The Company has laid down the Code of Conduct for all Board Members and Senior Management of the Company.
All the Board members and Senior Management of the Company have affirmed compliance with their Code of Conduct for the financial year ended March 31, 2015. The Chairman has also confirmed and certified the same. The certification is annexed at the end of this Report.
Your Company doesn't have any Subsidiary Company during the year under review.
a. Related Party Transactions
There are no materially significant related party transactions 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. The other related party transactions are given in Notes to Accounts annexed to and forming the part of Balance Sheet and Profit and Loss Account of the Company. The Company has formulated a Related Party Transactions Policy and the same is displayed on the Company's website at the web link www.mahatubes.com
b. Disclosure of Accounting treatment
In the preparation of the financial statements, the Company has followed the accounting standards issued by the Companies (Accounting Standards) Rules 2006 (as amended), to the extent applicable.
c. Non-compliance by the Company, Penalties, Strictures
There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
d. Disclosure of Risk management
The Company has initiated the risk assessment and minimization procedure.
e. Adoption of non mandatory requirements
The Company has complied with all mandatory requirements as mandated under Clause 49 of the Listing Agreement.
A certificate from the practicing Company Secretary to this effect has been included in this report. It is also confirmed that no personnel has been denied access to the Audit Committee.
g. Adoption of non mandatory requirements
• Separate post of Chairman and CEO
The Chairman of the Board is a Non-Executive Director and his position is separate from that of the Managing Director & CEO.
• Reporting of Internal Auditor
The Internal Auditor reports to the Audit Committee.
Whistle Blower Policy
The Company has formulated a policy for employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct .The policy also lays down the mechanism to prohibit managerial personnel from taking adverse action against employees, who are disclosing in good faith alleged wrongful conduct on matter of public concern involving violation of law, mismanagement, misappropriation of public funds etc.
Employees aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit Committee. The policy shall also provide for direct access to the Chairman of the Audit Committee.
10. CEO CERTIFICATION
In terms of the requirements of Clause 49(v) of the Listing Agreement, the CEO has submitted necessary certificate to the Board stating the particulars specified under the said clause.
11. MEANS OF COMMUNICATION
a. Quarterly Results / Annual Results
The Quarterly / Annual Results and notices as required under clause 41 of the Listing Agreement are normally published in Financial Express (English & Gujarati editions)
b. The Management Discussion and Analysis Report forms a part of the Annual Report.
12. GENERAL SHAREHOLDERS INFORMATION
a. Annual General Meeting
Day & Date : Saturday, 26th September,2015 Time : 12.00 Noon.
Venue : Pipenagar (Sukeli), Via Nagothane, Taluka: Roha, Maharashtra- 402 126 Tel: 022-40333555 Fax: 022-67048987
b. Financial Year: April 2015 to March 2016
Events Tentative time frame
Financial Reporting for the first quarter ended 30th June, 2015 :Last week of July, 2015
Financial Reporting for the second quarter ending 30th September, 2015 : 2nd week of November, 2015
Financial Reporting for the third quarter ending 31st December, 2015 : 2nd week of February, 2015
Financial Reporting for the fourth quarter ending 31st March, 2016 : Last Week of May, 2016
c. Dates of Book Closure:
Thursday, 24th September, 2015 to Saturday, 26th September, 2015 (Both Days inclusive)
d. Listing on Stock Exchanges: Equity Shares
The Shares of the Company are listed on BSE Limited, The Madras Stock Exchange Limited & The Ahmedabad Stock Exchange Ltd
BSE Limited: 513460
Demat ISIN Number for NSDL & CDSL: INE257F01017
f. Registrar and Share Transfer Agent & Share Transfer System
The shares of the Company can be transferred by lodging Transfer Deeds and Share Certificates with the Registrars & Share Transfer Agents viz. M/s.
ADROIT CORPORATE SERVICES PRIVATE LIMITED. (Address as
mentioned below). The Shareholders have option of converting their holding in dematerialized form and effecting the transfer in dematerialized mode.
ADROIT CORPORATE SERVICES PRIVATE LIMITED
19, Jaferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri - (E), Mumbai - 400 059 Telephone No. : 022 2859 0942 E mail :firstname.lastname@example.org
g. Share Transfer System
The Company's shares are traded in the, BSE Limited compulsorily in Demat mode. Physical shares which are lodged with the Registrar & Transfer Agent or/ Company for transfer are processed and returned to the shareholders duly transferred within the time stipulated under the Listing Agreement subject to the documents being in order.
i. Dematerialization of shares and liquidity:
As on 31st March 2015 about 89.97%of the Company's equity paid-up capital had been dematerialized. Trading in equity shares of the Company at the Stock Exchange is permitted compulsorily in demat mode.
j. Corporate Ethics:
The constant endeavor of MAHALAXMI SEAMLESS LIMITED is to enhance the reputation of the Company and irrespective of the goals to be achieved, the means are as important as the end. The Company has adopted "The Code of Conduct for prevention of insider trading", which contains policies prohibiting insider trading.
k. Plant Locations:
The Company's Plant is located at Pipenagar (Sukeli), Via-Nagothane, Tal-Roha, Maharashtra- 402 126
I. Address for Correspondence:
The shareholders may send their communication grievances/ queries to the Registrar and Share Transfer Agents at their Address mentioned above or to the Company at:
Corporate Office:- A/54; Virwani Indl. Estate Premises, Western Express Highway, Goregaon (E), Mumbai: 400 063. Tel: 022 6601 3493
By Order of the Board of Directors
For Mahalaxmi Seamless Limited
Whole-time Director DIN: 00114795
Managing Director DIN: 00217236