REPORT ON CORPORATE GOVERNANCE
This chapter reports on Company's compliance with the Regulation 34(3) and Schedule V(C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the SEBI Listing Regulations') with the Stock Exchanges.
1. Company's philosophy on code of governance
Manugraph India Ltd. (MIL) considers corporate governance as a pre-requisite for meeting the needs of its stakeholders. The principles of transparency, accountability, trusteeship, creating robust policies and practices for key processes, equity in all facets of its operations and integrity are at the core of the Company's basic character.
Effective Corporate Governance is the manifestation of professional beliefs and values, which configures the organizational values, credo and actions of its employees.
The Company believes that there is a need to view Corporate Governance as more than just regulatory requirements as there exists a fundamental link with the organization of business, corporate responsibility and shareholder's wealth maximization.
In addition, the Company has a strong sense of participation in community development. Its established systems encourage and recognize employee participation in environmental and social initiatives that contribute to organizational sustainability, conservation of energy, and promotion of safety and health.
Our Corporate Governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company.
The Board of Directors ('the Board') is at the core of our Corporate Governance practices and oversees how the Management serves and protects the long-term interests of our stakeholders.
2. Board of Directors
We firmly believe that Board's independence is essential to bring objectivity and transparency in the Management and in the dealings of the Company. The Board is entrusted with the responsibility of the management, general affairs, direction and performance of the Company and has been vested with the requisite powers, authorities and duties. The principal role of the board of directors - as representatives of the shareholders, is to oversee the function of the organization and ensure that the Company continues to operate in the best interests of all stakeholders.
An active, well informed and independent Board is necessary to ensure high level of corporate governance.
A. Composition of the Board of Directors
The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations, the Companies Act, 2013 and in accordance with the best practices in Corporate Governance.
The Board comprises eminent persons with high credentials of considerable professional experience and expertise in diverse fields who actively contribute in the deliberations of the Board, covering all strategic policy matters and decisions.
The Board comprises of 10 Directors of which 6 (Six) Directors are Independent, 1 (One) Director is Non Executive and 3 (Three) Directors are Executive.
The Composition of Board and category of Directors are as follows
Mr. Sanjay S. Shah, Vice Chairman & Managing Director and Mr. Pradeep S. Shah, Managing Director are sons of Mr. Sanat M. Shah, Chairman.
All the Directors possess the requisite qualifications and experience in general corporate management, finance, banking, insurance and other allied fields enabling them to contribute effectively in their capacity as Directors of the Company.
B. Board Independence
Regulation 16 of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 provides the criteria of Independence of a Director. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, all Non-Executive Directors other than the Chairman are Independent in terms of Regulation 16 of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013.
C. Board Meetings
The Board meets at regular intervals to discuss and decide on Company / business policy, functioning of foreign subsidiaries, foreign exchange exposures and strategy apart from other Board business.
The notice of Board meeting is given well in advance to all the Directors. Meetings are governed by a structured agenda. The Board members, in consultation with the Chairman, may bring up any matter for the consideration of the Board. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. Agenda papers are generally circulated with appropriate time prior to the date of the meeting.
The Members of the Board have complete freedom to express their opinion and the decisions are taken after detailed discussions. Further, the Board also periodically reviews the compliance reports of applicable laws to the Company as well as steps taken to rectify instances of non compliances, if any.
During the financial year 2015-16, the Board met five times. The meetings were held on May 27, 2015, August 13, 2015, October 27, 2015, January 5, 2016 and February 3, 2016. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.
D. Independent Directors' Meetings
The Independent Directors met once during the financial year 2015-16, without the presence of Executive Directors or Management representatives. The issues and concerns, if any, of the meeting were then discussed with the NonExecutive Chairman.
E. Directors' attendance record and details of Directorships/Committee Positions held
As provided under Regulation 25/26 of the SEBI Listing Regulations, none of the Independent Directors on Board acts as an Independent Director in not more than seven listed entities, none of the whole time / executive Directors on Board acts as an Independent Director in not more than three listed entities, none of the Directors are members in more than ten committees or acts as a Chairman of more than five such committees.
3. Audit Committee
The Company's Audit Committee comprises three Independent Directors. The Audit Committee is headed by Mr. Hiten C. Timbadia and has Mr. Perses M. Bilimoria and Mr. Abhay J. Mehrotra as its members. All the members of the Committee have relevant experience in financial matters.
Apart from the matters provided under Regulation 18 of the SEBI Listing Regulations and Sec. 177 of the Companies Act, the Committee reviews reports of the Internal Auditors and Statutory Auditors and discusses their findings, suggestions, internal control systems, scope of audit and observations of the statutory auditors.
The Audit Committee also reviews various functions, business risk assessment, controls and critical IT applications with implications of security and internal audit reports of all the major divisions of the Company. The Audit Committee also reviews the functioning of the Code of Business Principles and Whistle Blower Policy of the Company.
The Chief Financial Officer, the Statutory Auditors and Internal Auditors (whenever required) are invited to attend the meetings of the Committee to provide such information and clarifications as required by the Committee, which gives a deeper insight into the financial reporting. The Audit Committee also meets the internal and external auditors separately, without the presence of Management representatives
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Mr. Hiten C. Timbadia, Mr. Perses M. Bilimoria and Mr. Abhay J. Mehrotra. Mr. Hiten C. Timbadia is the Chairman of the Committee. All the members of the Committee are non-executive independent directors.
The role of Nomination and Remuneration Committee is as follows:
• determining / recommending the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;
• determining / recommending the criteria for qualifications, positive attributes and independence of Directors;
• reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, pension, etc.;
• evaluating performance of each Director and performance of the Board as a whole;
• Evaluating the performance and revision of remuneration of Key Managerial Personnel. The Nomination and Remuneration Committee met once on May 27, 2015. Attendance at the remuneration committee meetings:
6. Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee comprises Mr. Pradeep S. Shah as the Chairman and Mr. Bhupal B. Nandgave and Mr. Abhay J. Mehrotra as members of the Committee.
The role of Corporate Social Responsibility Committee is as follows:
• formulating and recommending to the Board Corporate Social Responsibility Policy and the activities to be undertaken by the Company;
• recommending the amount of expenditure to be incurred on the activities undertaken;
• reviewing the performance of the Company in the area of Corporate Social Responsibility;
• providing external and independent oversight and guidance on the environmental and social impact of how the Company conducts its business;
• monitoring Corporate Social Responsibility Policy of the Company from time to time. The CSR Committee met once during the financial year 2015-16 on May 27, 2015
CEO and CFO Certification
The Managing Director and Chief Financial Officer have given a certificate to the Board as contemplated in Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Related Parties Transactions
The Company has not entered into any transaction of a material nature with the promoters, directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large. The register of contracts containing transactions, in which directors are interested, is placed before the board regularly.
Code of Conduct
The Board of Directors has laid down a "Code of Conduct" (Code) for all the Board Members and the senior management of the Company and this Code is posted on the Website of the Company. Annual compliance affirmation is obtained from every person covered under the Code.
The Audit Committee and the Board periodically discuss the significant business risks identified by the Management and review the measures taken for their mitigation.
Statutory Compliance, Penalties and Strictures
The Company has complied with all the requirements of regulatory authorities on matters relating to capital markets and no penalties / strictures have been imposed on the Company by the Stock Exchange or SEBI.
Whistle Blower Policy
The Company encourages an open door policy where employees have access to the Head of the Business / Function. In terms of Manugraph India Limited's Code of Conduct, any instance of non-adherence to the Code or any other observed / unethical behavior is to be brought to the attention of the immediate reporting authority, who is required to report the same to Head of Corporate Human Resource.
9. Means of Communication
The Company publishes its quarterly, half-yearly and yearly financial results in leading English and Marathi newspapers. The results are also posted on Company's website viz. www.manugraph.com and websites of the stock exchange. Information relating to shareholding pattern and compliance on corporate governance norms are also posted on Company's website.
All price sensitive information are immediately informed to Stock Exchange before the same is communicated to general public through press releases, if any.
10. Non-Mandatory Requirements
a) Office of the Chairman of the Board and reimbursement of expenses by the Company.
The Company is presently reimbursing the expenses incurred in performance of duties.
b) Shareholders' rights.
The Company's results are published in English and Marathi newspapers having wide circulation. The results are also placed on Company's website.
c) Postal Ballot
As and when the occasion arises, the Company will seek shareholders' approval through postal ballot in respect of such resolutions required under the Listing Regulations and provisions of the Companies Act, 2013 and Rules, Regulations made thereunder.
General Shareholder Information (i) 44th Annual General Meeting
Day & date : Tuesday, July 26, 2016
Time : 12.00 Noon
Venue : M. C. Ghia Hall, Bhogilal Hargovindas Building, 18/20, Kaikhushru Dubash Marg, Mumbai - 400 001
(ii) Financial Year : April to March
(iii) Dates of book closure : July 20, 2016 - July 26, 2016 (both days inclusive)
(iv) Dividend payment date : Credit/dispatch of dividend warrants between July 28, 2016 and August 5, 2016.
(v) Listing of Equity shares on Stock Exchanges
Name of Stock Exchanges Stock Code/Symbol
Bombay Stock Exchange Limited 505324
National Stock Exchange of India Limited MANUGRAPH
Security Series: EQ Demat ISIN in NSDL & CDSL INE867A 01022
(vi) Financial Calendar
The Board of Directors of the Company approves unaudited results for each quarter within such number of days as may be prescribed under SEBI Regulation from time to time
(ix) Registrar and share transfer agents
Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W), Mumbai - 400 078, India Phone : 022 25946970 Fax : 022 25946969 Email : email@example.com
(x) Share transfer system
For administrative convenience and to facilitate speedy approvals, authority has been delegated to the Share Transfer Agents (RTA) to approve share transfers/ transmissions. In case of shares in electronic form, the transfers are processed by NSDL / CDSL through respective Depository Participants. The Stakeholders' Relationship Committee of Board of Directors of the Company take note of status of investor's grievances / correspondences received during the quarter and also ratifies transfers effected during the quarter.
The Company obtains from a Company Secretary in Practice, certificate of compliance with the share transfer formalities as required under Listing Regulations and files a copy of the certificate with the Stock Exchanges
(xv) Outstanding GDR/Warrants or convertible bonds, conversion dates and likely impact on equity
(xvi) Plant Locations
Plant 1: Plot No. D -1, MIDC Shiroli Industrial Area, Pune - Bangalore Road, Shiroli, Kolhapur, Maharashtra. Plant 2: Warananagar, Kodoli, Tal. Panhala, Dist. Kolhapur, Maharashtra,
(xvii) Address for correspondence
The members are requested to write to Link Intime India Private Limited for any query related to share transfers, dematerialization, transmissions, change of address, non receipt of divided or any other related queries.
The address of Link Intime India Private Limited is 'Unit: Manugraph India Limited, C-13, Pannalal Silk Mill Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078, India.'
The members can also send their grievances, if any, to the Company Secretary, Manugraph India Limited, Sidhwa House, 1st Floor, N. A. Sawant Marg, Colaba, Mumbai - 400 005 or email at firstname.lastname@example.org
(xviii)Other useful information for shareholders
The Company provides the facility for remittance of dividend to the Members through NECS. To facilitate dividend payment through NECS, Members who hold shares in demat mode should inform their Depository Participant and such of the Members holding shares in physical form should inform the Company / Registrar of the core banking account number allotted to them by their bankers. In cases where the core banking account number is not intimated to the Company / Depository Participant / Registrar, the Company will issue dividend warrants to the Members.
Periodical reminders are sent each year to those Members whose dividends have remained unclaimed for a period of seven years from the date they became due for payment, before transferring the monies to the Investor Education & Protection Fund (IEPF). The information on unclaimed dividend is also posted on the website of the Company as aforesaid.
Due dates for Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF) are as under:
Declaration by the Vice Chairman and Managing Director under Regulation 34(3) and Schedule V(D) of the SEBI Listing Regulations regarding adherence to the Code of Conduct.
In accordance with Regulation 34(3) and Schedule V(D) of the SEBI Listing Regulations, I hereby confirm that all the directors and the senior management personnel of the Company have affirmed compliance with the code of conduct, as applicable to them for the financial year ended March 31, 2016.
For Manugraph India Limited
Sd/- Sanjay S. Shah
Vice Chairman & Managing Director
Place : Mumbai,
Dated : May 26, 2016