REPORT ON CORPORATE GOVERNANCE ANNEXURE A
1. Company's philosophy on Code of Corporate Governance:
The Board of Directors of your Company strongly supports the principles of Corporate Governance. Emphasis is laid on transparency, accountability and integrity in all operations and dealings with all the stakeholders. Your Company has been following the best practices in corporate governance much before the same was made mandatory by SEBI.
This report covers the corporate governance aspects in your Company relating to the year ended 31st March 2015.
2. Board of Directors:
3. Audit Committee:
i. Terms of reference
The Audit Committee was constituted in August 1990, much earlier to being made mandatory under the Listing Agreement and the Company Law. The terms of reference were reviewed during the year 2005-06 and modified in line with the then requirements of Clause 49 of the Listing Agreements with Stock Exchanges. Consequent to the enactment of the Companies Act, 2013 (the Act) at the Board meeting held on 13th August 2014, the terms of reference were aligned to the requirements of Section 177 of the Act and the amended Listing Agreement.
As on 31st March 2015, the Committee comprised of Mr. G. Chellakrishna as Chairman, Brig (Retd.) Harish Chandra Chawla, Mr. Kulbir Singh and Mr. T K Arun as the other Members. The Company Secretary is the Secretary to the Committee.
iii. Meetings and attendance
The Committee met five times during the year 2014-15 viz., on 28th May 2014, 13th August 2014, 6th November 2014, 5th February 2015 and 23rd March 2015. Mr. T K Arun and Mr. Kulbir Singh attended all the meetings and Brig (Retd.) Harish Chandra Chawla attended four of these meetings and Mr. G. Chellakrishna attended all the three meetings of the Committee held after his appointment.
4. Nomination and Remuneration Committee:
(a) Terms of reference, composition and meeting
In compliance with the requirements of Section 178 of the Act and the Listing Agreement, the Board constituted the Nomination and Remuneration Committee at the meeting held on 28th May 2014 with Mr. Kulbir Singh, as the Chairman, Brig (Retd) Harish Chandra Chawla and Mr. T K Arun as the other Members.
The terms of reference are to identify persons who are qualified to become directors and who may be appointed in senior management, recommend to the Board appointment and removal of the directors, evaluate the performance of the directors, formulate criteria for determining qualifications, positive attributes and independence of a director, recommend to the Board a policy relating to the remuneration to the directors, key managerial personnel and other employees, devise policy on Board diversity and such other matter as may be prescribed under the Act, the Rules made thereunder and the Listing Agreements. The Committee met three times during the year 2014-15 on 28th May 2014,13th August 2014 and 23rd March 2015 and the meetings were attended by all the Members. .
(b) Remuneration policy:
The Remuneration Policy of the Company as approved by the Board inter alia, contains the criteria for appointment of Independent Directors, Executive Directors, Key Managerial Personnel and other employees, manner of appointment, remuneration policy for Executive and Non-Executive Directors, Guiding principles for fixing remuneration to employees who are not directors, etc. The following is the Remuneration Policy for Directors:
i. For Executive Directors
The remuneration of the Whole Time/ Executive Directors shall comprise of a fixed component and a performance linked pay, as may be fixed by the NRC and subsequently approved by the Board of Directors and Members. Performance Linked Pay shall be payable based on the performance of the individual and the Company during the year. Remuneration trend in the industry and in the region, academic background, qualifications, experience and contribution of the individual are to be considered in fixing the remuneration. These Directors are not eligible to receive sitting fees for attending the meetings of the Board and Committees.
ii. For Non-executive Directors
The Non-Executive Directors will be paid sitting fees for attending the Board and Committee Meetings as per the stipulations in the Act, and the Articles of Association of the Company and as recommended by the NRC. Different scales of sitting fee may be fixed for each category of the directors and type of meeting. However, the fees payable to the Independent Directors and Woman Directors shall not be lower than the fee payable to other categories of directors.
I n addition to this, the travel and other expenses incurred for attending the meetings are to be met by the Company. Subject to the provisions of the Act and the Articles of Association, the Company in General Meeting may by special resolution sanction and pay to the Directors remuneration not exceeding 1% of the net profits of the Company computed in accordance with the relevant provisions of the Act. The Company shall have no other pecuniary relationship or transactions with any Non-Executive Directors
5. Stakeholders' Relationship Committee
i. Chairman and Compliance Officer
The Chairman of the Committee is Mr. Ashwin C Muthiah and Mr. R Kothandaraman, Company Secretary is the Compliance Officer.
ii. Details of complaints received and pending:
During the year 43 complaints were received, all of which except 2 were redressed by the Company/RTA during the year. The complaints pending as at the year end were also resolved subsequently
i. There were no materially significant related party transactions that had potential conflict with the interests of the Company at large. Transactions in the ordinary course of business with the related parties are disclosed in the Notes to Financial Statements.
ii. There have been no instances of non-compliance by the Company on any matters related to the capital markets nor have any penalty/strictures been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on such matters.
iii. As stipulated under the Act and the Listing Agreement a Whistle Blower Policy has been framed, the text of which has been uploaded in the website of the Company and no personnel was denied access to the Audit Committee.
iv. The Company has laid down procedures to inform the Board members about the risk assessment and its mitigation, which is periodically reviewed to ensure that risk control, is exercised by the Management effectively. Employee level and Board level Committees have been formed to analyze the issues relating to risk management and the action points arising out of the deliberations of the Committees are reviewed by the Risk Management Committee of Directors and the Board.
v. As required under clause 49 (V) of the Listing Agreement, CEC / CFC Certification by Mr. Muthukrishnan Ravi, Managing Director and Mr. Anis Tyebali Hyderi, Chief Financial Officer was placed before the Board at its meeting held on 20th May 2015.
vi. A Management Discussion and Analysis Report has been presented as part of the Directors' Report.
vii. The Company has complied with all the mandatory requirements stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges.
viii. Compliance with Non - Mandatory requirements:
The following non-mandatory requirements have been adopted/complied with by the Company
a. There have been no audit qualifications on the financial statements and the Company is under a regime of unqualified financial statements.
b. The Company has appointed separate persons for the post of Chairman and Managing Director.
c. The Company has appointed a third party firm as the internal Auditors which carries out the audit and the report is presented to the Audit Committee for review and further directions.
8. Means of communication
As stipulated under Clause 41 of the Listing Agreement, the Quarterly Results are intimated to the Stock Exchanges and published in one English National Newspaper (Financial Express) and one Tamil Newspaper (Makkal Kural). The results are also displayed in the website of the Company viz., www.manalipetro.com.The information stipulated under Clause 54 of the Listing Agreement have also been made available in the website of the Company. In addition, official press/news releases and several other details/information of interest to various stakeholders are submitted to the Stock Exchanges/made available in the website.
9. General Shareholder Information
i. Annual General Meeting
The twenty-ninth AGM of the Company is scheduled to be held on 23rd September 2015 at 10.30 AM at Rajah Annamalai Mandram, No. 5 Esplanade Road (Near High Court), Chennai 600 108.
ii. Book Closure
The Register of Members and Share Transfer Books of the Company will remain closed from 14th September 2015 to 23rd September 2015 (both the days inclusive)
iii. Dividend payment
The dividend for the year 2014-15 will be paid on 16th October 2015, subject to declaration at the ensuing AGM.
iv. Financial Calendar for the year 2015-16 (tentative)
Financial Year : 1st April 2015 to 31st March 2016
First Quarter Results : Before 14th August 2015
Second Quarter Results : Before 14th November 2015
Third Quarter Results : Before 14th February 2016
Audited Results for the year 2015-16 : Before 30th May 2016
v. Registrar and Share Transfer Agent:
All share registry work in respect of both physical and demat segments are handled by a single common agency M/s Cameo Corporate Services Limited, Subramanian Building, No. 1, Club House Road, Chennai - 600 002, as the Registrar and Share Transfer Agent (RTA) of the Company for all aspects of investor servicing relating to shares.
vi. Share Transfer System:
Requests for share transfer, transmissions, transpositions etc., are processed by the RTA and returned within the stipulated time, if the documents are found to be in order. The routine requests from shareholders like transfer, transmission, transposition, change of name etc., are approved by the Managing Director/Whole-time Director (Works) and Company Secretary and the details are placed before the Stakeholders' Relationship Committee and the Board
vii. Listing / Stock Code of equity shares
Name & Address of Exchange Stock Code
Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers , Dalal Street, Mumbai- 400001 : 500268
National Stock Exchange of India Limited (NSE) Exchange Plaza, C-1, Block G. Bandra Kurla Complex Bandra, East, Mumbai- 400 051. : MANALIPETC
xi. Dematerialization of shares and liquidity
The shares, listed in BSE and NSE are to be traded only in dematerialized form. The ISIN of the shares is. INE201A01024. As at March 31, 2015, 15,70,41,181 shares were held in dematerialized form, representing about 91.30% of the total shares. The shares are traded regularly on BSE and NSE.
xii. Location of Plants:
Plant I : Ponneri High Road, Manali, Chennai - 600 068
Plant II : Sathangadu Village, Manali, Chennai - 600 068
xiii. Address for correspondence
I nvestors may contact the Registrar and Transfer Agent for matters relating to shares, dividends, annual reports and related issues at the following address viz., Cameo Corporate Services Ltd, Subramanian Building, V Floor, No: 1, Club House Road, Chennai - 600 002. Phone: 044 - 28460390/28460394 & 28460718, Fax 044 - 28460129, E-mail: email@example.com
For other general matters or in case of any difficulties/grievances investors may contact: Mr. R Kothandaraman, Company Secretary and Compliance Officer, at the Registered Office of the Company, Phone/Fax: 044 - 22351098 E-mail: firstname.lastname@example.org