CORPORATE GOVERNANCE REPORT
We believe that sound Corporate Governance is essential to enhance the shareholders' trust and value. Your Company conducts its affairs with the highest levels of integrity, with proper authorizations, accountability, disclosure and transparency. The Company strongly believes in maintaining a simple and transparent corporate structure driven solely by business needs. Shareholders interests are on utmost priority while protecting the interest of other stakeholders, customers, suppliers and its employees and the management is only a trustee to carry out the activities in a truthful and fruitful manner.
The Securities and Exchange Board of India (SEBI) amended the Listing Agreement effective from 1st October, 2014, to bring in additional corporate governance norms for listed entities. These norms provide for stricter disclosures and protection of investors' rights, including equitable treatment for minority shareholders.
The details of the Corporate Governance compliance by the Company as per Clause 49 of the Listing Agreement with Stock Exchanges are as under:
l. BOARD OF DIRECTORS
The Company's policy is to have appropriate mix of executive and non-executive/ Independent Directors on the Board. The Company has an Executive Chairman who is also a promoter of the Company. The number of Non-Executive Directors (NEDs) exceeds 50% of the total number of Directors. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49 of the Listing Agreement with Stock Exchanges), across all the companies in which they are Directors. The Directors have made necessary disclosures regarding their Committee positions.
All Independent Directors have confirmed that they meet the criteria as mentioned under Section 149 of the Companies Act, 2013 and clause 49 of the Listing agreement.
Board Functioning & Procedure
During the year 2014-15, the Board of Directors met nine times and the gap between two meetings did not exceed 120 days. The Board meetings were held on 10th May, 2014, 24th May 2014, 6th August 2014, 22nd September 2014, I Ith November 2014, 10th December 2014, 29th January 2015, 6th February 2015, and 7th March 2015. Video/tele-conferencing facilities are used to facilitate Directors present at other locations, to participate in the meetings.
No Director is related to any other Director except Shri Saket Jindal who is the son of Shri D P Jindal.
Separate Meeting of Independent Directors
The Company’s Independent Directors meet atleast once in every financial year without the presence of Executive Directors
or management personnel, inter alia, to discuss:
- the performance of Non Independent Directors & Board of Directors as a whole.
-the performance of the Chairman of the Company, taking into account the views of the Executive & Non-Executive Directors.
- the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively perform its duties.
During the year under review, the Independent Directors met on March 31, 2015. All the Independent Directors were present at the meeting.
The Directors are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.
Periodic presentations are made at the Board and Board Committee meetings on business and performance updates of the Company. Detailed presentations on the Company's business segments were made at the separate meeting of the Independent Directors.
The detail of familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at <http://jindal.com/msl/pdf/Familiarization%20Programme%20MSL.pdf>
CODE OF CONDUCT
The Board of Directors has adopted the Code of Conduct for Directors (incorporating duties of Independent Directors as laid down in the Companies Act, 2013) and Senior Management personnel. The Code has also been posted on the Company's website www.jindal.com <http://www.jindal.com>.
The Code has been circulated to all members of the Board and senior management personnel and the compliance with the Code of Conduct is affirmed by them annually.
A declaration signed by the CEO and Managing Director of the Company is given below:
This is to certify that, all Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the financial year ended 31st March 2015.
2. AUDIT COMMITTEE
The terms of reference of the Audit Committee are as per guidelines set out in the Listing agreement read with Section 177 of the Companies Act, 2013. The Audit Committee provides directions to the audit functions and monitors the quality of internal and statutory audit.
The responsibilities of the Audit Committee include overseeing the financial reporting process, to ensure fairness, sufficiency and credibility of financial statements, review findings of internal auditors relating to various functions, recommendation of appointment and removal of statutory auditors, internal auditors and cost auditors and fixation of their remuneration; review of the quarterly and annual financial statements before submission to the Board With particular reference to matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of clause (c) of Sub-section 3 of Section 134 of the Companies Act, 2013; review of adequacy and compliance of internal control systems and the internal audit function; review of compliance with laws; inspection of records and audit reports and reports of statutory auditors; review of findings of internal investigations; review of statement of significant related party transactions; review of management letters/letter of internal control, weaknesses issued by statutory auditors, discussion on the scope of audit with external auditors and examination of reasons for substantial defaults, if any in the payment to shareholders; review the functioning of the Whistle Blower mechanism etc.
The Audit Committee of the Company is comprised of four Directors, out of which three are Independent Non-executive Directors. All members of the Committee possess knowledge of Corporate Finance, Accounts and Company Law. The Chairman of the Committee is an Independent Non-executive Director. The Audit Committee meetings are attended by the Auditors, Accounts and Finance Heads. The Company Secretary acts as the Secretary to the Audit Committee.
The minutes of the Audit Committee meetings are noted by the Board of Directors at the subsequent Board Meeting.
During the year under review meetings of the Audit Committee were held on 24th May, 2014, 6th August, 2014, 22nd September, 2014, I Ith November, 2014, I0th December, 2014, 29th January, 2015, 6th February, 2015 and 7th March, 2015 and the gap between two meetings did not exceed 4 months.
The Company has appointed Internal Auditors to review the internal control systems of the Company and to report thereon. The Audit Committee reviews the reports of the Internal Auditors periodically.
3. NOMINATION AND REMUNERATION COMMITTEE
The terms of reference of the Nomination and Remuneration Committee are as per guidelines set out in the Listing agreement read with Section 178 of the Companies Act, 2013.
The said Committee has been entrusted to formulate the criteria for determining qualification, positive attributes and independence of a Director and recommend to the Board a policy relating to remuneration for the Directors, key managerial personnel and other employees, formulation of criteria for evaluation of independent Directors and the Board, devising a policy on Board diversity, 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 their appointment and removal etc.
The composition of Nomination and Remuneration Committee of the Company as on 31st March, 2015 comprised of three Directors consisting of all Independent Non-executive Directors. The Chairman of the Committee is an Independent Non-executive Director.
During the year under review meetings of the Nomination & Remuneration Committee were held on 5th February, 2015 and 7th March, 2015.
The Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower, by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages. The policy reflects the Company's objectives for good corporate governance as well as sustained long- term value creation for shareholders. This Remuneration Policy applies to directors, senior management including its Key Managerial Personnel (KMPs) and other employees of the Company.
As per the Policy followed by the Company, the Non-Executive Directors are paid remuneration in the form of sitting fees for attending Board and Committee meetings as fixed by the Board of Directors from time to time subject to statutory provisions. Presently sitting fee is Rs. 50,000 per Board meeting, Rs. 10,000 per Audit Committee and Independent Directors' meeting and Rs. 2500 per Stakeholders' Relationship Committee meeting.
Remuneration of Whole Time Directors including Managing Director reflects the overall remuneration philosophy and guiding principles of the Company. When considering the appointment and remuneration of Whole Time Directors, due consideration is given to pay and employment conditions in the industry, merit and seniority of the person and the paying capacity of the Company.
Remuneration packages for Whole Time Directors are designed subject to the limits laid down under the Companies Act, 20I3 to remunerate them fairly and responsibly. The Whole Time Directors' remuneration comprises of salary, perquisites and retirement benefits like P.F., Gratuity, etc as per Rules of the Company.
The Whole Time Directors are entitled to customary non-monetary benefits such as company's car, furnished accommodation, health care benefits, leave travel, communication facilities, etc.
Appointment of KMPs & Senior management and cessation of their service are subject to the approval of the NRC and the Board of Directors. Remuneration of KMPs and other senior management personnel is decided by the Managing Director (MD), broadly based on the Remuneration Policy in respect of Whole Time Directors.
The remuneration of other employees is fixed from time to time as per the guiding principles outlined above and considering industry standards and cost of living. In addition to basic salary they are also provided perquisites and retirement benefits as per schemes of the Company and statutory requirements, where applicable. Policy of motivation/ reward/ severance payments are applicable to this category of personnel as in the case of those in the management cadre.
This Remuneration Policy shall continue to guide all future employment of Directors, Company's Senior Management including Key Managerial Personnel and other employees.
Any departure from the policy can be undertaken only with the approval of the Board of Directors.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Your Directors have constituted the Corporate Social Responsibility Committee in reference to the requirements of Section 135 of the Companies Act, 20I3.
The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.
During the year under review, the said committee met on 29th January, 2015. All members were present in the meeting.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Board has constituted a Committee under the Chairmanship of Non Executive Director. The Committee meets periodically, to approve inter-alia, transfer/transmission of shares, issue of duplicate share certificates and reviews the status of investors' grievances and redressal mechanism and recommends measures to improve the level of investor services. Also reviews the status of legal cases involving the investors where the Company has been made a party. Details of shares transfers/transmissions approved by the Committee are placed at the Board Meetings from time to time.
The Board has designated Mr. D. C. Gupta, Vice President & Company Secretary as Compliance Officer of the Company.
The Company does not have any material non-listed Indian subsidiary company. The Company monitors performance of subsidiary companies by the following means:- financial statements of subsidiary companies are reviewed by the Audit Committee.
- Minutes of Board meetings of subsidiary companies are placed before the Board meetings of the Company regularly.
The Company has adopted a Policy in line with the requirements of the Listing Agreement. The objective of this policy is to lay down criteria for identification and dealing with material subsidiaries and to formulate a governance framework for subsidiaries of the Company. The policy on Material Subsidiary is available on the website of the Company under the web link www.jindal.com/msl/pdf/MSL%20Policy_Material%20Subsi.pdf
i) Related Party Transactions
There have been related party transactions as reflected in notes to the accounts but they are not in conflict with the interest of the Company. All transactions have been approved by the Audit Committee.
The Board has approved a policy on materiality of Related Party Transactions which has been uploaded on the website of the Company at the following link <http://jindal.com/msl/pdf/RPT-POLICY-MSL.pdf>
ii) Accounting Standards
The Company follows the Accounting Standards laid down by the Institute of Chartered Accountants of India and there has been no deviation during the year.
iii) Details on Non Compliance
There are no instances of non-compliance by the Company on any matter relating to the Capital Market during the last 3 years.
iv) CEO/ CFO Certificate
Mr. Saket Jindal, Managing Director and Mr. Ashok Soni, CFO have furnished the required certificate to the Board of Directors pursuant to Clause 49 of the Listing Agreement.
v) Whistle Blower Policy
The Company has adopted a Whistle blower policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. No person has been denied access to the Chairman of the Audit Committee. The said policy has been disclosed on the Company's website under the web link <http://jindal.com/msl/pdf/Vigil-Mechanism-MSL.pdf>
vi) Adoption of Mandatory and Non- mandatory requirements of Clause 49
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement. However, the Company has also complied with following non-mandatory requirements of Clause 49 of Listing Agreement.
The Financial Statements of the Company are unqualified.
Separate posts of Chairman and CEO
The positions of Chairman and CEO/ Managing Director are separate.
Reporting of Internal Auditor
The Internal Auditors of the Company make presentations to the Audit Committee on their reports.
vii) Risk Management
The Company has detailed Risk Management Policy and the Board periodically reviews the procedures for its effective management.
MEANS OF COMMUNICATION
The Company's financial results are communicated forthwith to all Stock Exchanges where at the Company's shares are listed, as soon as they are approved and taken on record by the Board of Directors of the Company. Thereafter the results are normally published in Business Standard, Free Press Journal and Navshakti. The Financial results, Press Releases, Investor Communique and Corporate Presentations made to institutional investors are also made available on the Company's website www.jindal.com .
Designated Exclusive e-mail ID: The Company has designated the following e-mail ID exclusively for investors' grievance redressal:- email@example.com
GENERAL SHAREHOLDERS INFORMATION
a) Annual General Meeting:
Date & Time : 28th September, 2015 at 12:15 P.M.
Venue : Registered Office of the Company at Pipe Nagar,
Village Sukeli, N.H. 17, B.K.G. Road, Taluka-Roha,
Distt. Raigad, Maharashtra - 402126
b) Financial Year :
Ist April, 2014 to 31st March, 2015
c) Book Closure :
18th August, 2015 to 20th August, 2015 (Both days inclusive)
d) Dividend Dividend
of Rs. 5/- (100 %) per equity share for the year ended 31st March, 2015, if
approved by the members, would be payable on or after 29th September, 2015.
Financial Calendar (Tentative):
- Financial reporting for the quarter ended 30th June, 2015 Aug, 2015
- Financial reporting for the quarter ending 30th September, 2015 Oct/ Nov, 2015
- Financial reporting for the quarter ending 31st December, 2015 Jan/ Feb, 2016
- Financial reporting for the quarter/year ending 31st March, 20I6 April/ May, 20I6
Listing on Stock Exchanges:
The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. Listing fee for the year 2015-I6 has been paid to all Stock Exchanges. .
Name & address of Stock Exchanges -Stock Code/Trading Symbol
P.J. Towers, 25th Floor, Dalal Street, Mumbai 400 001
Stock Code/Trading Symbol 500265
National Stock Exchange of India Limited
Exchange Plaza, Plot no. C/I, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051
Stock Code/Trading Symbol MAHSEAMLES
ISIN for equity shares:
Dematerialization of Shares
97.73 % of the Paid-up Equity Share Capital of the Company is in dematerialised form as on 31st March 2015.
Outstanding GDR / ADR / Warrants and Convertible Bonds, conversion date and likely impact on equity:
The Company has no outstanding GDRs/ADRs/Warrants or any other convertible instruments as on 31st March 2015.
1. Seamless & ERW Pipes:
Pipe Nagar, Village Sukeli, N.H. 17, B.K.G. Road, Taluka-Roha, Distt.Raigad - 402 126, Maharashtra
D 114, Industrial Area, Vile Bhagad, Taluka Mangaon Distt Raigad, Maharashtra
2. Wind Power:
Village Nivkane, Taluka Patan, District Satara, Maharashtra
3. Solar Power
Pokaran, Distt- Jaisalmer Rajasthan
Registrar and Share Transfer Agents:
Alankit Assignments Limited,
Alankit Height, IE/13, Jhandelwalan Extension, New Delhi - 110 055
Phone: 011-23541234, 4254I234 Fax: 011-42541967 e-mail: firstname.lastname@example.org
Share Transfer System:
Share transfer requests received in physical form are registered within 15 days from the date of receipt and demat requests are generally confirmed within the prescribed time from the date of receipt.
Investor correspondence address
Shareholders' correspondence should be addressed to the Registrar and Transfer Agent at the address given above or to the Corporate Office of the Company.
Shareholders holding shares in dematerialized form should address all their correspondence to their respective Depository Participant.