CORPORATE GOVERNANCE REPORT
I. COMPANY'S PHILOSOPHY
Your Company recognizes that strong Corporate Governance is indispensable to resilient and vibrant capital markets and is therefore, an important instrument of investor protection. It, therefore, continues to remain committed to a corporate culture of conscience, integrity, fairness, transparency, accountability and responsibility for efficient and ethical conduct of its business. The Company's philosophy on Corporate Governance is to conduct business and its dealings with all stakeholders in compliance with laws and high standard of business ethics for effective control and management system in an organization, which leads to enhancement of shareholders and other stakeholders' value. The Board considers itself as a Trustee of its shareholders and acknowledges its responsibilities towards them for creating and safeguarding their wealth
II. BOARD OF DIRECTORS
a. Composition of the Board
The Company has an appropriate combination of Executive and Non-Executive Directors Independent Directors to maintain independence of the Board. The Directors have expertise in the fields of industry, operations, finance, legal and management. The Board provides strategic guidance and independent views to the Company's management while discharging its fiduciary responsibilities.
Structure of Board, Directorship in other Companies and Membership of Committees
Structure of Board of Directors during the financial year 2015-16, attendance at Board meetings and Annual General Meeting (AGM) held during the said year along with requisite information in respect of Directors as per the requirements of SEBI (LODR) Regulations, 2015 is provided in the following table:
Committees considered are Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
b. Board Meetings
The Board meets at regular intervals to discuss and decide on Company / business policies and strategy apart from other regular business matters. Board Meetings are usually held at the Registered Office of the Company at Raipur. During the financial year ended on 31st March, 2016, Eleven Board Meetings were held on 25th May, 2015, 30th May, 2015, 13th August, 2015, 25th August, 2015, 1st September, 2015, 26th September, 2015, 10th November, 2015, 21st December, 2015, 6th January, 2016, 28th January, 2016 and 7th March, 2016.
Maximum time gap between two consecutive meetings had not exceeded 120 days.
The agenda and notes are circulated to the Directors in advance. All material information is included in the agenda for facilitating meaningful discussions at the meeting. The Board is updated on the discussions held at the Committee meetings and the recommendations made by various Committees.
Decisions taken at the Board/Committee meetings are communicated to the concerned departments. The minutes are approved by the Board/Committee at its next Meeting.
The Board periodically reviews the Compliance report pertaining to all laws applicable to the Company, prepared by the Company as well as steps taken by the Company to rectify instance of non-compliances.
Disclosure of Directors' and Other Interest in Transactions with the Company
None of the Directors, Key Managerial Personnel and Senior Management, whether they, directly, indirectly or on behalf of third parties, have had any material interest in any transaction or matter directly affecting the Company pursuant to the provisions of Regulation 4(2)(f) of the SEBI (LODR) Regulations.
However, some commercial transactions have taken place with some of the Companies where Directors also hold Directorships. Such transactions have taken place only at arm's length basis and in the ordinary course of business, which have been disclosed to the Board and entered in the Register of Contracts and approved by the Board in accordance with the requirements of the Companies Act, 2013.
The Independent Directors of the Company fully meet the requirements laid down under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. The Company has Clause 49 II (B) of the Listing Agreement.
Tenure of Independent Directors
The tenure of the Independent Directors is fixed in accordance with the requirements laid down in the Companies Act, 2013 and clarifications/circulars issued by the Ministry of Corporate Affairs, in this regard, from time to time.
Separate meetings of the Independent Directors
The Independent Directors held a Meeting on 22nd March, 2016, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors were present at such meeting. At the Meeting, they -
i) Reviewed the performance of non-independent directors and the Board as a whole ii) Reviewed the performance of the Managing Director of the Company, taking into account the views of Executive Directors and Non-Executive Directors;
iii) 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.
The Independent Directors hold an unanimous opinion that the non independent Directors, including the Managing Director bring to the Board, abundant knowledge in their respective field and are experts in their areas. Besides, they are insightful, convincing, astute, with a keen sense of observation, mature and have a deep knowledge of the Company.
The Board as a whole is an integrated, balanced and cohesive unit where diverse views are expressed and dialogued when required, with each Director bringing professional domain knowledge to the table. All Directors are participative, interactive and communicative.
The Managing Director has abundant knowledge, experience, skills and understanding of the Board's functioning, possesses a mind for detail, is meticulous to the core and conducts the Meetings with poise and maturity.
The information flow between the Company's Management and the Board is complete, timely with good quality and sufficient quantity.
Familiarization programme for Independent Directors
Whenever any person joins the Board of the Company as an Independent Director, they are made aware of the Company's operation, their role, responsibilities and liabilities. At the time of appointment the Company communicates to the Directors their Role, Responsibilities and liabilities via appointment letters, briefing sessions, plant visit, technical session, etc. The Plant Visit is conducted to make them familiar with the manufacturing and operating procedure at different products and processes. The Company holds regular Board Meetings at its Registered Office to discuss and decide upon the various strategic and operational matters and Directors have an opportunity to interact with the Senior Company personnel.
The minutes of the Board's sub-committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, are regularly placed before the Board. In addition to the above the Directors have full access to all the information's within the Company.
The details of such familiarization programmes can be viewed on the Company's website at www.mahamayagroup.in
III. COMMITTEES OF THE BOARD
The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on the issues and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board on various matters when required. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval. The Board of Directors has, from time to time, constituted the following Committees, namely:
a. Audit Committee:
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company consist three directors. All the directors have good knowledge of finance, accounts as well as company law.
i) Terms of Reference
The terms of reference of the Audit Committee covering the matters specified under Clause 49 of the Listing Agreement / Regulation 18 read with Part C of Schedule II to the SEBI LODR and Section 177 of the Companies Act, 2013. The terms of reference for the Audit Committee are broadly as under:
1. 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.
2. Recommending the appointment, remuneration and terms of appointment of auditors of the Company.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management the annual financial statements and the auditor's report thereon, before submission to the board for approval, with particular reference to:
(a) Matters required to be included in Director's Responsibility Statement included in Board's report;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries based on exercise of judgment by management; (d) Significant adjustments made in the financial statements arising out of audit findings;
(e) Compliance with listing and other legal requirements relating to financial statements;
(f) Disclosure of any related party transactions;
(g) Qualifications in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
6. Reviewing, with the management, statement of uses and application of funds raised through an issue, statement of funds utilised for other purposes and report of monitoring agency.
7. Review and monitor the auditors' independence and performance, and effectiveness of audit process.
8. Approval or any subsequent modification of transactions of the Company with related parties.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of the Company, wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
13. 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.
14. Discussion with internal auditors of any significant findings and follow up thereon.
15. 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.
16. Discussion with statutory auditors before the audit commences about nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18. To review the functioning of the Whistle-Blower mechanism.
19. Approval of appointment of Chief Financial Officer.
20. To review report submitted by Monitoring Agency informing material deviations in the utilization of issue proceeds and to make necessary recommendations to the Board, if, when and where applicable.
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
ii) During the Financial Year 2015 - 16, the Audit Committee met ten times to deliberate on various matters: The meetings were held on 15 May, 2015, 30 May, 2015, 27th July, 2015, 6th August, 2015, 13th August, 2015, 21st August, 2015, 23rd October, 2015, 10th November, 2015, 28th January, 2016 and 2nd March, 2016.
iii) The composition of Audit Committee as on date and the information on attendance at Audit Committee Meetings held during the year is as under:
All the members of the Audit Committee are Independent Directors.
The Cost Auditors appointed by the Company under Section 148 of the Companies Act, 2013 (earlier Section 233B of the Companies Act, 1956) attends the Audit Committee Meeting whenever Cost Audit Report is discussed.
The Company Secretary acts as the Secretary of the Committee.
The Audit Committee regularly reviews the Risk Management Strategy of the Company to ensure the effectiveness of risk management policies and procedures.
b. Nomination and Remuneration Committee:
I) Terms of Reference
The Nomination & Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria lay down. Recommended to the Board their appointment and removal and shall carry out evaluation of every director performance.
The Committee had been consulted to review and approve the annual salaries, commission, service agreement and other employment conditions for the executive directors. The remuneration policy is in consonance with the existing industry practice.
The terms of reference of the Committee are in line with the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement / Regulation 19 read with Part D of Schedule II to the SEBI LODR.
The terms of reference of the Committee are broadly as under:
1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees.
2. formulation of criteria for evaluation of performance of independent directors and the board.
3. Devising a policy on Board diversity.
4. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
5. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
I) During the Financial Year 2015 - 16, the Nomination and Remuneration Committee met th th th th Seven times on: 16 May, 2015, 30 June, 2015, 24 August, 2015, 16 September, 2015, 11th December, 2015, 21st December, 2015 and 23rd March, 2016.
ii) The composition of Nomination and Remuneration Committee as on date and the information on attendance at Nomination and Remuneration Committee Meetings held during the year is as under:
All the members of the Nomination and Remuneration Committee are Independent Directors.
The Company Secretary acts as the Secretary of the Committee.
Performance evaluation of Independent Directors
The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Independent Directors. The framework of performance evaluation of the Independent Directors will capture the following points:
a) Key attributes of the IDs that justify his/her extension/continuation on the Board of the Company;
b) Participation of the Directors in the Board proceedings and his/her effectiveness; The Board of Directors (excluding the Director being evaluated) had evaluated the performance of all the Independent Directors on the Board and have determined to continue with the term of appointment of the Independent Directors.
All the Independent Directors have furnished a declaration that he / she meets the criteria of independence as laid down in Section 152 of the Companies Act, 2013.
The required information of the Directors who are seeking appointment or reappointment is set out in the annexure to the AGM Notice.
Performance Evaluation of Board, Committees and Directors
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the directors being evaluated.
The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Managing Director was also evaluated on the key aspects of his role.
iii) Remuneration to Directors:
The remuneration of Director in all the cases is decided by the Board as per the Remuneration policy of the Company subjects to necessary approval of shareholders, Nomination and Remuneration Committee other applicable approvals, if any.
Details of remuneration paid to Directors of the Company for the financial year ended on 31st March, 2016 are as follows:
Notes: Non-Executive Director have not been paid any sitting fess for attending the Board / Committee Meetings.
Salary & perquisites include all elements of remuneration i.e. salary, reimbursement and other allowances and benefits.
c. Stakeholders Relationship Committee:
Terms of Reference
The Committee specifically look into the redressal of grievances of Shareholders. The committee considers and resolves the grievances of the Shareholders of the Company including complaints related to Transfer of shares, Non-receipt of Balance Sheet, Nonreceipt of declared Dividends etc.
i) During the Financial Year 2015 - 16, the Stakeholders Relationship Committee met th th th th four times on: 4 April, 2015, 16 July, 2015, 10 October, 2015 and 7 January, 2016.
ii) The composition of Stakeholders Relationship Committee as on date and the information on attendance at Investor Grievances Committee Meetings held during the year is as under:
iii) Name of Non Executive Director heading the committee: Mr. Niraj Kansal.
iv) Name & Designation of Compliance Officer: Mrs. Jaswinder Kaur Mission, Company Secretary.
v) Number of Shareholder's queries received and replied to the satisfaction of shareholders during the year under review was: 1.
vi) Number of pending complaints: Nil.
V. MEANS OF COMMUNICATION
i) Quarterly Results:
The Quarterly, Half-yearly and Yearly financial results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board in accordance with the Regulation laid down therefore and the erstwhile Listing Agreement.
ii) News papers wherein results normally published:
The Company publishes unaudited quarterly accounts and half-yearly accounts reviewed by auditors and audited financial results in one national newspaper and one regional language newspaper. Generally, these are published in Free Press Journal, Nav Shakti, and Amrit Sandesh. Besides, notice of the Board Meetings fixed for the purpose of approving these results is also published in the same newspaper.
For the financial results and other relevant information, shareholders may log on to the websites of the Company www.mahamayagroup.in
iv) Email id: email@example.com, firstname.lastname@example.org
The Annual Report, Quarterly, Half yearly and Annual Financial Results, Shareholding Pattern, Intimation of the Board Meetings and other statutory filings with the Stock Exchanges are posted through the filing system of the BSE Limited.
All Price sensitive information and matters which are material and relevant to the Shareholders are intimated to the BSE Limited.
VI. GENERAL SHAREHOLDERS' INFORMATION
Twenty Eighth Annual General Meeting
th i) Date, Time & Venue: 11 July, 2016 at 11.00 am at the registered office of the Company located at Plot B/8-9, Sector - C, Urla Industrial Area, Sarora, Raipur 493 221 (C.G.)
st st ii) Financial Year: 1 April 2015 to 31 March, 2016
For the Half year ending 30th September, 2016 Middle of Nov, 2016
For the Quarter ending 31st December, 2016 Middle of Feb, 2017
For the Year ending 31st March, 2017 End May, 2017
iii) Dividend and its Payment Not Declared
iv) Book Closure Date: 5 July, 2016 to 11 July, 2016 (both days inclusive)
v) Financial Calendar Period (tentative):
vi) Listing of Equity Shares on Stock Exchanges:
Bombay Stock Exchange Ltd.
vii) Stock Code
Bombay Stock Exchange Ltd.: 513554
viii) Market Price Data: Monthly high / low of market price of the Company's Equity Shares traded on the Bombay Stock Exchange Limited (BSE) during the last financial year were as under:
ix) ISIN No.: INE451L01014.
x) Annual Listing fee: The annual listing fees for the year 2016-17 has been paid.
xi) Share Transfer System:
All routine transfers and transmissions of shares are processed by the Registrar & Share Transfer Agents within a period of 15 days from the date of receipt of transfer documents provided the documents are complete in all respect.
Requests for dematerialisation of shares are processed within 15 days from the date of receipt if the documents are in order.
As per the requirement of Clause 47(c) of the erstwhile Listing Agreement with the Stock Exchanges, the Company has obtained half-yearly certificates from Practicing Company Secretary for due compliance of share transfer formalities and had filed the same with the Stock Exchanges. These certificates were also placed before the Board of Directors at its Board Meetings.
As on 31st March, 2016 there were no valid requests pending for transfer of shares.
xii) Reconciliation of Share Capital Audit Report:
As required under Regulation 55A of SEBI (Depositories and Participants), Regulations, 1996 the Reconciliation of Share Capital on the total admitted capital with National Securities Depository Limited ("NSDL") and Central Depository Services (India) Ltd ("CDSL") and in physical form for each of the quarters in the financial year ended 31st March, 2016 was carried out by a Practising Company Secretary whose reports were submitted with the Stock Exchanges at the end of every quarter, within the prescribed time limit.
The reports were also placed before the Board of Directors at its Board Meetings.
xv) Dematerialization of Shares and Liquidity as on 31st March, 2016:
As per SEBI requirement, the Company enlisted its shares with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). The Company's ISIN no. is INE451L01014.
Details of shares held in dematerialized and physical form as on 31st March, 2016
xvi)CEO and CFO Certification
The Managing Director and the CFO have furnished a Compliance Certificate to the Board of Directors under Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulations.
xvii) Information on Deviation from Accounting Standards, if any
There has been no deviation from the Accounting Standards in preparation of annual accounts for the financial year 2015-16.
xviii) Plant locations:
B/8-9, Sector-C, Urla Industrial Area, Sarora, Raipur - 493221 Chhattisgarh
xix)Investors Correspondence Address:
a. System Support Services
Registrar and Transfer Agent
209, Shivai Industrial Estate, 89, Andheri Kurla Road, Sakinaka, Andheri (E) Mumbai - 400 072
Tel. : 022 - 2850 0835 Fax : 022 - 2850 143 Email : email@example.com
b. Mahamaya Steel Industries Ltd.
B/8-9, Sector C, Urla Industrial Area, Sarora, Raipur - 493 221 (C.G.)
Tel. : 0771 4006666 Fax : 0771 4006611 Email : firstname.lastname@example.org
xx) Outstanding GDRs/ ADRs/ Warrants or any convertible instruments, Conversion date and date and likely impact on the Equity
xxii) Equity Shares lying in the Suspense Account
i) Related Party Transactions and Policy Related thereto:
There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties are entered into by the Company in the normal course of business and at arm's length. The details of transactions are periodically placed before the Audit Committee for review and approval.
Members may refer to the notes to the accounts for details of related party transactions. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules framed thereunder including the SEBI (LODR) Regulations and the erstwhile Listing Agreement. The policy has been placed on the website of the Company at www.mahamayagroup.in.
ii) Details of Non-Compliance by the Company, penalties strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to Capital Markets during the last three years:
Due to some unavoidable circumstances Company was unable to submit the Shareholding Pattern for the quarter ended 31.12.2014 within due time thus penalty of Rs 7865/-. was imposed by the Stock Exchange.
Due to some technical issues Company was unable to email the soft copy of Annual Report 2013-14 and is delayed by one day thus penalty of Rs. 1124/- was imposed by the Stock Exchange.
iii) Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee :
The Company has adopted a Whistle Blower Policy which enables Directors and employees to report their genuine concerns. The mechanism under said policy provides for adequate safeguards against the victimization of persons who use this mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. No Director or employee who wanted to report a concern was denied access to the Chairman of the Audit Committee.
No personnel have been denied access to the audit committee.
iv) Details of Compliance with mandatory requirements and adoption of the nonmandatory requirements of this clause:
The Company has complied with the applicable mandatory requirements of Clause 49 of the erstwhile Listing Agreement as-well-as the SEBI (LODR) Regulations.
The Company has adopted non-mandatory requirement as specified in Part E of Schedule II of the SEBI (LODR) Regulations.
The Internal Auditor of the Company is a permanent invitee to the Audit Committee Meeting and regularly attends the Meeting for reporting their findings of the internal audit to the Audit Committee Members.
v) Policy for determining Material Subsidiaries:
Your Company does not have any subsidiary / subsidiaries, therefore no policy worth mentioning was required to be framed in this regard.
vi) Disclosure of commodity price risks and commodity hedging activities:
The principal raw materials of the Company are procured from the domestic suppliers and not from Overseas markets. The Company does not indulge in any commodity hedging activities.
vii) Compliance or otherwise of any requirement of Corporate Governance Report:
The Company has complied with the requirements of the Corporate Governance and has made disclosures to the extent required and applicable to it, as stipulated in the SEBI (LODR) Regulations. These are the following:-
- Sub-paras 2 to 10 of Para C of Schedule V;
- Regulations 17 to 27; and
- Regulation 46 (2) (b) to (I).
By virtue of the provision laid down under the Companies Act, 2013, the amount of dividend remaining unpaid / unclaimed for the period of seven years from the date of its transfer to the Unpaid Dividend Account of the Company, shall be required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Given below are the dates of declaration of dividend and corresponding dates when unpaid / unclaimed dividends are due for transfer to the IEPF:
Members who have not encashed their dividend warrants are requested to write to the Company's Registrar and Transfer Agents viz.,System Support Services and have them revalidated and encashed to avoid transfer to IEPF.
VIII. PRACTICING COMPANY SECRETARY'S CORPORATE GOVERNANCE CERTIFICATE
The Company has obtained a certificate from a Practicing Company Secretary confirming compliance of the conditions of Corporate Governance as stipulated in Part E of Schedule V of the SEBI (LODR) Regulations and Clause 49 of the erstwhile Listing Agreement. The Certificate is annexed to this Report.
IX. CODE OF CONDUCT
The Company has adopted a Code of Conduct for Directors and Senior Management of the Company as required by Clause 49 II (E)(2) of the erstwhile Listing Agreement with the Stock Exchanges and Regulation 34(3) read with Para D of Schedule V to the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. The Company has received
Financial Date of Last date Due date Amount of Unclaimed
Year declaration for claiming for transfer Dividend (as on
of Dividend unpaid dividend to the IEPF 31.03.2016) (INR)
2008-09 29.09.2009 29.10.2016 30.10.2016 2,62,615
2009-10 28.09.2010 28.10.2017 29.10.2017 1,98,550
confirmation from the Directors and Senior Management regarding compliance with the code for the year ended 31st March, 2016.
A Certificate from Managing Director to this effect is attached to this report. The Code has been displayed on the Company's website www.mahamayagroup.in
By Order of the Board
Date: 15 June, 2016