REPORT ON CORPORATE GOVERNANCE
(a) COMPANY'S PHILOSOPHY
The philosophy of the Company in relation to corporate governance is to ensure transparency, disclosures and reporting that conforms fully with laws, regulations and guidelines, and to promote ethical conduct throughout the organization, with the primary objective of enhancing shareholders value while being a responsible corporate citizen. The company is committed to conforming to the highest standards of corporate governance in the country. It recognizes that the Board is accountable to all shareholders and that each member of the Board owes his first duty to protecting and furthering the interest of the Company.
(b) BOARD OF DIRECTORS
The Board of Directors at present comprises of Non-Executive Chairman and three Non-Executive Directors (Non-ED). During the year, seven Board Meetings were held on 27/5/2009, 29/7/2009, 27/8/2009, 29/10/2009, 12/11/2009, 28/1/2010 and 19/3/2010.
(c) AUDIT COMMITTEE
(1) Terms of Reference
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its overseeing responsibilities by reviewing the financial reports; the Company's systems of internal controls regarding finance, accounting and legal compliance that management and the Board have established; and the Company's auditing, accounting and financial reporting process generally.
The Audit Committee reviews reports of the Internal Auditors, meets Statutory Auditors and discusses their findings, suggestions and other related matters and reviews major accounting policies followed by the Company. The Audit Committee reviews with management, the quarterly and annual financial statements before their submission to the Board.
The minutes of the audit committee meetings are circulated to the Board, discussed and taken note of.
The Audit Committee of the Board was formed in January, 2001. The reconstituted Audit Committee consists of three Non-Executive Directors viz. Shri S.D.M. Nagpal, Shri B.B. Singh and Shri S.A. Rode.
(d) NOMINATION & COMPENSATION COMMITTEE
(i) Being a Government Company, the nomination and fixation of terms and conditions for appointment as Director is made by Government of India. As such, the Nomination and Compensation Committee has not been constituted.
(ii) The Non-executive (Independent) Director was paid only sitting fee of Rs.10,000/- for each Board/Board Sub-Committee Meetings attended by him.
(e) SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE
(i) A Shareholders/Investors Grievance Committee is constituted under the Chairmanship of a Non-Executive Director. The committee consists of Shri B. B. Singh and Shri S. A. Rode to look into the redressal of shareholders and investors complaints like non-transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend etc.
(ii) Name of compliance officer Shri R. Ashokkumarr, Secretary.
(iii) Number of shareholder complaints received during NIL the period from 1st April, 2009 to 31st March, 2010.
There were no transactions by the Company of material nature with promoters, the Directors or the Management, their Subsidiaries or relatives etc. that may have potential conflict with the interests of company at large. The non-executive Directors had no pecuniary relationships or transactions viz-a-viz the company during the year. None of the Non-Executive Directors held any share/convertible instrument of the Company.
There were no instances of non-compliance by the company, penalties, 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.
The Company has not adopted Whistle Blower Policy. However, the Company has not denied access to any personnel to approach the Management on any issues. The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement of the Stock Exchange and the Guidelines on Corporate Governance for Central Public Sector Enterprises issued by the Department of Public Enterprises, Govt, of India. Further, the Company has not adopted non-mandatory requirement of the said Clause 49.
(h) MEANS OF COMMUNICATION
Quarterly results are published in the Newspapers as per the requirements on the following dates.
Quarter ending : 30/06/2009 30/09/2009 31/12/2009
Date of publication : 30/07/2009 30/10/2009 29/01/2010
There is no website of the Company.
The Management Discussion & Analysis Report forms part of the annual report.
(i) GENERAL SHAREHOLDERS INFORMATION
(i) Annual General Meeting is proposed to be held on 25th August, 2010 at 11.30 a.m. at 'Walchand Hirachand Hall", 4th floor, Indian Merchants' Chamber, IMC Building, IMC Marg, Churchgate, Mumbai - 400 020.
(ii) Financial Year: 1st April, 2009 - 31s' March, 2010.
(iii) Date of Book Closure: 7th July, 2010 to 12m July, 2010.
(iv) The Board of Directors of the Company has recommended payment of dividend @ Rs.4/- per share on the paid up capital of the Company for the financial year ended 31st March, 2010, subject to approval of the Shareholders.
(v) The shares of the Company are listed at the following stock exchange: M/s. Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001.
The Annual Listing Fee has been paid for 2009-10 to the Stock Exchange.
(vi.) Stock code:- 504824
(vii) Registrar and Transfer Agent: M/s. MCS Limited, Kashiram Jamnadas Building,Office No.21/22, Ground floor, 5, P.D' Mello Road, (Ghadiyal Godi), Masjid, Mumbai - 400 009.
(viii) Share transfer system :
The Board has delegated powers to the Executive Director for transfer of shares. The shares lodged for transfer are despatched back well within the time limit prescribed in this respect under the listing agreement.
(ix) CODE OF CONDUCT
The company has in place a Code of Conduct applicable to the Board Members as well as the Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct, as on 31" March, 2010.
(x) The Company's Plant is located at Mul Road, Chandrapur - 442 401.
(xi) Address for correspondence from shareholders for queries/complaints, if any : M/s. Maharashtra Elektrosmelt Limited, Chanda-Mul Road, Chandrapur-442 401.
Fax No. : 07172-255812
Phone No. : 07172-253693
(xii) E-mail ID of the grievance redressal division/Compliance Officer, MEL, for registering complaints by the investors.
E-MAIL ID- mcsDanvolffivahoo.co.in