30 Apr 2017 | Livemint.com

BSE
NSE
Last Updated:

BSE

  • (%)
  • Vol:
  • BSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

NSE

  • (%)
  • Vol:
  • NSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

Mewat Zinc Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Corporate Governance encompasses a set of systems and practices to ensure that the company's affairs are being managed in a manner which ensure accountability, transparency and fairness in all transactions in the widest sense. Your Company has consistently striven to implement best Corporate Governance practices reflecting its strong value system and ethical business conduct. The Company is committed to not only running its business in the best possible and transparent manner but also complying with all relevant rules and regulations.

2. BOARD OF DIRECTORS

The Board of Directors is comprised of five Directors. Out of five, two are executive Director and three Directors are non-executive and independent directors. The composition, category and their attendance at the Board meetings during the year and at the last Annual General Meeting as also the number of directorships/memberships of committees of other public limited companies as on 31st March, 2016, are as follows:

a) Information Supplied to the Board:

The Board of Directors has complete access to any information within the Company. At the Board meetings, the Directors are provided with all relevant information matters including the matters specified in Regulation 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

b) CODE OF CONDUCT

The Board of Directors of the Company has adopted Code of Business Conduct and Ethics, In terms of the requirement of clause 49 of the Listing Agreement and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The declaration regarding compliance with the code for the year ended 31st March, 2016 signed by the Chairman is attached and forms part of this report.

c) DECLARATION REGARDING COMPLIANCE OF CODE OF CONDUCT

I, J.P Gupta, Chairman of Mewat Zinc Limited, hereby declare that all the board members and senior management personnel of the Company have affirmed compliance of the code of conduct for the year ended 31st March, 2016.

d) WHISTLE BLOWER POLICY

The company is committed to provide an open, honest and transparent working environment and seeks to eliminate fraudulent activities in its operations. The Board of Directors of the Company has approved & adopted Whistle Blower Policy (Vigil Mechanism).

e) CEO/CFO Certification

A certificate from Ms. Neena Gupta Director & CFO, on the financial statements of the Company was placed before the Board.

3. COMMITTEE OF THE BOARD

a) Audit Committee

The audit committee of the Company as on 31st March, 2016 comprised of the following Directors.

Name of the Director Category

Shri Virender Goel Chairman

Shri L.M. Saxena Member

Ms. Neena Gupta Member

The constitution, scope and terms of reference of the Audit Committee confirm to the requirements of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. These broadly include the approval of the annual internal audit plans, review of financial reporting system, internal control system, ensuring compliance with regulatory guidelines, reviewing the quarterly, half yearly and annual financial results, interaction with statutory auditors and recommendation for appointment/removal of auditors.

During the year the Committee met four times on 27/05/2015, 28/07/2015, 30/10/2015, 29/01/2016

The audit committee held detailed discussions with the statutory auditors on the Final Accounts and Quarterly Results. The recommendations of the Audit Committee are regularly submitted to the Board.

b) Stakeholders' Relationship Committee:

The Company has constituted Stakeholders Relationship Committee which comprises of two independent and one promoter Director. The Committee is vested with the requisite powers and authorities to specifically look into redressal of shareholders and Investors grievances as also to oversee the functioning of the Share Department. During the year under review, the Company has received three complaints. As such, no complaint was pending at the end of the year. The Committee as on 31st March, 2016 comprised of the following Directors of the Company.

During the year under review four meetings of Stakeholders Committee were held on 27/05/2015, 28/07/2015, 30/10/2015, 29/01/2016.

All valid requests for share transfer received during the year 2015-16 have been acted upon by the Company and no transfer is pending.

c) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee to recommend the package of the managerial personnel and to formulate a board policy framework for managerial remuneration. The remuneration to non-executive directors comprises of the sitting fees only. During the year, the company has not paid any sitting fee to the directors for attending the meetings of the Board and Commitee meetings.

The Nomination and Remuneration Committee as on 31st March, 2016 comprised of the following Non-Executive Directors of the Company.

Name of Director Category

Mr. Virender Goel Non- Executive and Independent

Mr. L.M. Saxena Non- Executive and Independent

Mr. Vijay Khanna Non- Executive and Independent

During the Financial Year 2015-2016, one meeting of the Nomination and Remuneration Committee was held on 29/01/2016 which was attended by all the members of committee.

4. Special Resolution passed during the last three years.

The Company passed a special resolution at the annual general meeting held on 08/07/2015 for the re-appointment of and payment of remuneration of Mr. J.P. Gupta, Managing Director of the Company.

5. DISCLOSURES

(i) There were no transactions of material nature with the directors, promoters or relatives etc. during the year that had potential conflict with the interest of the Company at large. The details of Related Party Transactions have been reported in notes to accounts.

(ii) The financial statement have been prepared in compliance with the requirement of the Companies Act, 2013 and in conformity, in all material respects, with the generally accepted accounting principles and standards in India. The estimates judgments made in preparation of these financial statements are consistent, reasonable and on prudent basis so as to reflect true and fair view of the state of affairs and results/operations of the company.

(iii) The Company has not raised any funds from the capital market (public/rights/preferential issues etc.) during the financial year under review.

(iv) No penalties or strictures have been imposed on the Company by the stock exchanges, SEBI or any other statutory authorities on any matter relating to the capital market during the last three years.

(v) The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f. 1st December, 2015

6. MEANS OF COMMUNICATION

The Financial Results are communicated to all stock exchanges, where the Company's shares are listed, as soon as the same are approved and taken on record by the Board of Directors of the Company. The results are not sent individually to the shareholders. The Company published its financial results in the Newspaper both in English and in Hindi.

7. Auditors Certificate on Corporate Governance

A certificate has been obtained from the auditors of the Company regarding compliance with the provisions relating to Corporate Governance laid down in Clause 49 of the Listing Agreement and Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with the stock exchanges. The same is annexed to this report.

8. GENERAL SHAREHOLDER INFORMATION

• Annual General Meeting

Day -Friday

Date -19th August, 2016

Time -09.00 A.M.

Venue -Indian Social Institute, 10, Institutional Area, Lodi Road, New Delhi-110 003

Book Closure: 13th August, 2016 to 19th August, 2016

• Financial Calendar 2016-2017 (tentative)

Financial Year -1st April, 2016 to 31st March, 2017

First Quarter Results- 4th Week of July, 2016

Second Quarter Results- Before 14th November, 2016

Third Quarter Results- Before 15th February, 2017

Audited Results for the year 2016-2017- Before 30th May, 2017

Dividend payment date- N/A

Registered office: 1/24, Bansi House, Asaf Ali Road, New Delhi-110002

• Listing of Securities

Sl. No. Name of the Stock Exchange Stock Code

1 BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Stock Code 513496

2 The Calcutta Stock Exchange Association Limited

7, Lyons Range, Dalhousie, Murgighata, BBD Bagh, Kolkata, West Bengal - 700 001

Stock Code 23440

3 The Delhi Stock Exchange Association Limited

DSE House, 3/1, Asaf Ali Road, New Delhi - 110 002

These Stock Exchanges are now non operational / de-recognised.

4 Jaipur Stock Exchange Limited

Stock Exchange Building , JLN Marg, Malviya Nagar, Jaipur, Rajasthan - 302 017

These Stock Exchanges are now non operational / de-recognised.

5 The Stock Exchange Ahmedabad

Kamdhenu Complex, Opp Sahajanand College, Panjrapole, Ahmedabad, Gujarat - 380 015

These Stock Exchanges are now non operational / de-recognised.

• Stock Market Data

No trading of Company’s equity shares took place during the year 2015-16 in any of the stock exchanges.

• Registrar and Share Transfer Agents

The Company has appointed M/s Abhipra Capital Limited, New Delhi as Registrar and Share Transfer Agent to handle both physical and demat share registry work having their office at:

Abhipra Capital Limited

Address:- A-387, Dilkhush Industrial Area,Azadpur, Delhi-110033

• Dematerialization of Shares

The Company has entered into an agreement with the NSDL and CDSL for joining the Depository system and to offer the depository services to the shareholders. The ISIN No. is INE235U01012.

• Outstanding ADRs/ GDRs /Warrants etc :

Not Applicable

• Location of the plant :

Presently there are no manufacturing operations in the Company.

• Address of the Correspondence :

Regd. Office of the Company

Mewat Zinc Limited

1/24, Bansi House, Asaf Ali Road, New Delhi- 110002