Corporate Governance Report
A report on Corporate Governance is set out in compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges
I. COMPANY’S PHILOSOPHY ON THE CORPORATE GOVERNANCE:
The Company's philosophy on Corporate Governance is embedded in the rich legacy of ethical governance practices. This includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. Accordingly, timely and accurate disclosure of information regarding the financial situation, performance, ownership and governance of the company is an important part of Corporate Governance.
Integrity, accountability, transparency and compliance with laws which are the columns of good governance are cemented in the Company's robust business practices to ensure ethical and responsible leadership both at the Board and at the Management level. Your Company has complied with the requirement of Corporate Governance as laid down under Clause 49 of the Listing Agreement with Stock Exchanges.
II. BOARD OF DIRECTORS:
a) Composition of the Board:
As on 31st March, 2015, the Board of Directors of the Company consists of seven Directors out of which five are Non-Executive and four are Independent Directors as against minimum requirement of 1/3 rd as per clause 49 of the Listing Agreement.
Except, Shri A.V.Jalan and Smt. Vidula Jalan, who are spouses, no Director are related to any other Directors on the Board in terms of the provisions of the Companies Act, 2013. All the Directors who are on various Committees are holding the membership as the permissible limits of the Listing Agreement.
b) Board Meetings and attendance of the Directors:
(i) The Company’s Board of Directors play a primary role in ensuring good governance and functioning of the Company. All the required information is placed before the Board. The Board reviews from time to time compliance reports of all the laws applicable to the Company. The members of the Board have complete freedom to express their opinion and decisions are taken after detailed discussion.
c) Code of Conduct
The Company has laid down a Code of Conduct applicable to all Board Members and senior management personnel for avoidance of conflicts of interest between each of the above individuals and the Company. All the Board Members and senior management personnel have affirmed compliance with the Code of Conduct as at the end of each Financial Year. The required declarations in respect of the financial year 2014-15 have been received from all Board Members and senior management personnel. There were no materially significant transaction as defined in clause 49 of the Listing Agreement during the financial year with Board Members and senior management staff, including their relatives that had or could have had a potential conflict with the interest of the Company at large.
The Code of Conduct is available on the website of the Company.
III. COMMITTEES OF THE BOARD:
A. Audit Committee:
(i) The Audit Committee consists of four Non-Executive Directors among which three are Independent Directors. The terms of reference to the Audit Committee are as per the guidelines set out in the listing agreement with the Stock Exchanges read with section 177 of the Companies Act, 2013. These broadly include review of financial reporting systems, internal control systems, ensuring compliance with regulatory guidelines, discussions on quarterly/half yearly/annual financial results, interaction with statutory, internal and cost auditors and appointment and removal of Internal Auditors.
(ii) During the year ended 31st March, 2015, the Audit Committee held 4 meetings 13th May, 2014, 14th August, 2014, 28th October, 2014 and 09th February, 2015.
During the year ended on 31st March, 2015 the Board of Directors had four (4) meetings - 13thMay 2014, 14th August, 2014, 28th October,2014 and 9th February, 2015
(iv) At the invitation of the Committee, Internal Auditors, Cost Auditors, Statutory Auditors, the Chief Financial Officer and the Company Secretary who as the Secretary to the Audit Committee also attends the meetings as and when required to respond to the queries raised at the Committee Meetings.
(v) Terms & Reference of Audit Committee
The following are the terms of reference for the Audit Committee which cover the powers, role and responsibility of the Audit Committee
i) Overview of the Company's financial reporting process and financial information disclosures;
ii) Review with the Management, of the annual and quarterly financial statements before submission to the Board;
iii) Review with the Management, of the internal and external Audit Reports and the adequacy of internal control systems over financial reporting and the effectiveness of its operations
iv) Review of the adequacy and effectiveness of accounting and financial controls of the Company compliance with the Company's policies and applicable laws and regulations;
v) Recommending the appointment and removal of internal and statutory Auditors and their remuneration;
vi) Review and monitoring of the auditors' independence and performance, and effectiveness of the audit process;
vii) Approval of transactions of the Company with related parties and any subsequent modification of such transactions;
viii) Evaluation of internal financial controls and the process of evaluation of enterprise-wide risk and its mitigation.
ix) Review the functioning of the whistle blower mechanism.
x) Approval of appointment of the Chief Financial Officer and other Key Managerial Personnel after assessing the qualifications, experience and background, etc. of the candidate
xi) Review of utilisation of proceeds raised from public/rights issues, if any.
B. Nomination and Remuneration Committee:
During the year under review the nomenclature of the Remuneration Committee was changed to Nomination and Remuneration Committee pursuant to Section 178 of the Companies Act, 2013 and the revised Clause 49 of the listing agreement. The Nomination and Remuneration Committee consists of the members stated below. During the year ended 31st March, 2015, two meeting of the Nomination and Remuneration Committee were held.
Terms & Reference of the Committee:
i. Formulation of the criteria for determining qualification, positive attributes and independence of Directors.
ii. Recommending to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees in accordance with the provisions of the Section 178(4) of the Companies Act, 2013.
iii. Formulation of criteria for evaluation of the Independent Directors and the Board and carry out an evaluation of every Director's performance;
iv. Devising a policy on Board diversity;
v. 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.
C. Stakeholder Relationship Committee:
During the year under view the nomenclature of the Shareholder / Investor Committee was changed to Stakeholder Relationship Committee pursuant to Section 178 of the Companies Act, 2013. The Stakeholder Relationship Committee of the Directors consists of two Independent Directors and one Non-Executive Director. Stakeholder Relationship Committee meetings were held on 14th August, 2014 and 09th February, 2014.
Shri Swadesh Agrawal, Company Secretary is designated as the Compliance Officer for the redressal of the shareholders' grievances.
D. Share Transfer Committee:
The Committee comprising Shri K.K.Mudgil(*), Smt. Aruna Makhan, Shri Amal Ganguli and Shri K.C.Jain, Directors of the Company. Shri K.K.Mudgil was the Chairman of the Committee. The Committee has been given the powers to deal with all the matters related to transfer, transmission, issuance of duplicate certificates, split and/or consolidation requests. In addition, the Company Secretary and certain officials of the company have been given the powers to endorse registration of share transfers and transmission of share certificates. The Committee meets at frequent intervals as and when required.
E. Corporate Social Responsibility (CSR) Committee
The Board of Directors at its Meeting held on 13th May, 2014 constituted a "Corporate Social Responsibility (CSR) Committee" as required under Section 135 of the Companies Act, 2013. The Committee comprises of 3 Members.
The Committee is primarily responsible for formulating and recommending to the Board a Corporate Social Responsibility (CSR) Policy and monitoring from time to time, the expenditure required to be incurred on the activities of CSR and monitoring the related projects undertaken.
Shri Swadesh Agrawal, Company Secretary acts as the Secretary to the Audit committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Share Transfer committee and CSR Committee.
F. Risk Management Committee
During the period under review, a Risk Management Committee was constituted on 13th May, 2014 by the Board pursuant to the revised Clause 49 of the Listing Agreement. The key responsibilities of the Risk Management Committee are:
© Preparation of a charter/policy on the assessment and minimisation of enterprise wide risk and mitigation process;
© Preparation and review of a risk library; and
© Monitoring and reviewing the implementation of the risk management and mitigation plan.
G. Committee for Investments
The Committee was constituted to take decisions on investment of surplus funds of the Company.
IV. SHARES AND CONVERTIBLE INSTRUMENTS HELD BY DIRECTORS
The Company has no convertible instrument pending as on 31st March, 2015.
V. SUBSIDIARY COMPANY
The Company does not have any subsidiary company.
VI. CEO/CFO CERTIFICATION
The CEO and the CFO of the Company have certified to the Board with regard to the compliance by them in terms of Clause 49 (IX) of the Listing Agreement and a certificate forms part of Annual Report.
a) All related party transactions have been entered into in the ordinary course of business and were also placed periodically before the Audit Committee in summary form. There were no material individual transaction with related parties which were not in the normal course of business required to be placed before the audit committee nor were there any transaction that may have had a potential conflict with the interests of the Company. All individual transactions with related parties or others were at arm's length.
b) All mandatory accounting standards have been followed in the preparation of financial statements and no deviation has taken place.
c) A well defined Risk Management Policy covering assessment, mitigation, monitoring and review of enterprise-wide risk, has been approved by the Board.
d) No money was raised by the Company through any public issue, rights issue, preferential issue etc in the last financial year.
e) (i) All pecuniary relationship or transactions of the non-executive directors vis-a-vis the Company have been disclosed in item II(c) of this Report.
(ii) The Company has two Executive Directors whose appointment and remuneration have been approved by the Board in terms of resolution passed by the shareholders. The remuneration paid/payable to them is mentioned in item II(c) of this report.
(iii) The number of shares held by each director is mentioned in item IV of this report.
f) (i) The Management Discussion and Analysis Report forms part of the Annual Report to the Shareholders and it includes discussion on matters stated in Clause 49 of the Listing Agreement with the Stock Exchanges.
(ii) There were no material financial and commercial transactions by senior management as defined in Clause 49 of the Listing Agreement where they have personal interest that may have a potential conflict with the interests of the Company any requiring disclosure by them to the Board of Directors.
g) No penalties or strictures have been 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.
IX. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Company has framed a Code of Conduct for prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 1992. The Code is applicable to all the Directors/Officers and Designated Employees. The Code also aims to prevent dealing in the shares by persons having access to unpublished information. The code is available on the Company's website at www.mangalamcement.com.
X. WHISTLE BLOWER POLICY
The Board of Directors has adopted a Whistle Blower Policy and is available on the Company's website at www.mangalamcement.com
XI. MEANS OF COMMUNICATION:
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. These financial results are normally published in Business Standard & Dainik Bhasker / Rajasthan Patrika. These results are also available on the website of the Company, BSE Limited and National Stock Exchange of India Limited. The Company also holds conference calls for investors from time to time.
XII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is attached and forms part of the Annual Report.
XIII. GENERAL SHAREHOLDERS INFORMATION:
(a) 39th Annual General Meeting:
Date, Time and Venue
Day and Date :Monday, the 17th August, 2015
Time :11.30 AM
Venue: Club Hall, Basant Vihar, Mangalam Cement Ltd,Adityanagar 326520,Morak, Dist. Kota (Rajasthan)
(b) Book Closure:
From 10th August, 2015 to 17th August, 2015, both the days inclusive.
(c) Dividend Payment Date
On approval by the Shareholders in the Annual General Meeting, the dividend will be paid to the shareholders within the statutory time limit.
(d) Financial Calendar 2015-2016:
(i) Financial Year1st April, 2015 to 31st March, 2016
(ii) First Quarterly Results for Quarter ending 30th June, 2015On or before 14th August 2015
(iii) Second Quarterly Results for the quarter ending 30th September, 2015On or before 14th November, 2015
(iv) Third Quarterly Results for Quarter ending 31st December, 2015 On or before 14th February, 2016
(v) Annual Results for the Year ending 31st March,2016On or before 30th May, 2016
(e) Listing of Securities:
Equity shares of the Company are listed at the following Stock Exchanges:
Sr.No. Name of the Stock Exchange Stock Code
1. BSE Ltd, 502157
Phiroze Jeejeebhoy towers, Dalal Street, Mumbai 400001
2. National Stock Exchange of India Ltd,
Exchange Plaza, Bandra Kurla Complex,
Bandra (E), Mumbai 400051 MANGLMCEM
ISIN No of the Company Equity Shares in Demat Form: INE 347A01017
(f) Listing Fee:
Company has paid the listing fee for the year 201516 to all the Stock Exchanges where the securities are listed. There are no arrears in payment of Listing Fees.
(g) Share Transfer Agents:
MAS Services Ltd,
T-34, 2nd Floor,Okhla Industrial Area, Phase II,New Delhi 110020
Tel.No. 011-26387281 / 82 / 83.Fax No.011-26387384
Email: firstname.lastname@example.org Website: www.masserv.com
(h) Share Transfer System:
Share transfer work of physical segment is attended to by the Company's Registrar & Share Transfer Agents within the prescribed period under the law and the Listing Agreement with the Stock Exchanges. All share transfers etc. are approved by Committee of Directors which meets periodically.
In the case of Shares held in Electronic Form, the transfers are processed by NSDL/ CDSL through the respective Depository Participants.
(i) Dematerialisation of Shares
As on 31st March, 2015, 98.11% of the Company's total equity shares representing 2,61,90,600 shares were held in dematerialised form and balance 1.89% representing 5,03,180 shares were held in physical form.
(j) Reconciliation of Share Capital Audit
As stipulated by the Securities and Exchange Board of India (SEBI), a qualified practicing Company Secretary carries out Reconciliation of Share Capital Audit. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors.
(k) Convertible Instruments:
The Company has not issued any GDRs/ ADRs/ warrants or any convertible instruments.
(l) Registered Office and Plant Location
Adityanagar 326520, Morak
Dist. Kota (Rajasthan) Tel. No. 07459-233127 Fax: 07459-232036
Website: www.mangalamcement.com CIN: L26943RJ1976PLC001705 Email: email@example.com
(m) Corporate Office:
Birla Building, 10th Floor 9/1, R. N. Mukherjee Road, 10th Floor Kolkata 700001
Tel. No. 033 2243 8706/07 Fax: 033 22438709 Email: firstname.lastname@example.org
XIV. COMPLIANCE CERTIFICATE FROM AUDITOR
The Company has obtained a certificate from the Auditor of the Company confirming that it is in compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.
XV. NON- MANDATORY REQUIREMENTS
a. The Board An office for the use of the Chairman is made available whenever required
b. Shareholders' Rights:-Half yearly financial results including summary of the significant events in last six months are presently, not being sent to shareholders of the Company.
c. Audit Qualifications:-During the year under report, there was no audit qualification in the Company's financial statements. The Company continues to adopt best practices to ensure a regime of unqualified financial statements.
d. Separate post of Chairman & CEO At present there is no separate post of Chairman but the Board of Directors appoints a Chairman among themselves pursuant to the Article of Association of the Company and the Companies Act, 2013. The Company have already appointed two Executive Directors of the Company.
e. Reporting of Internal Auditors The Internal auditor periodically reports to the Audit Committee.