CORPORATE GOVERNANCE REPORT
The detailed report on corporate governance for the year ended as on 31st March, 2015 under Clause 49 of the Listing Agreement is set with following details:
Company's Philosophy on Code of Governance:-
Your Company's philosophy on corporate governance envisages adherence to the highest levels of transparency, accountability and equity in all areas of its operations and in all interactions with its stakeholders. Your Company is committed to achieve highest standards of corporate governance in its pursuit of excellence, growth and value creation. It believes that all operations must be spearheaded by integrity, transparency and accountability meeting its obligations towards enhanced shareholder value.
The Board of Director of your company are responsible for and committed for good corporate governance practice. The Board plays crucial role in overseeing how the management serves for short and long term interests of the shareholders and other stakeholders of the Company.
BOARD OF DIRECTORS:
Your Company's Board of Directors comprises of 6 Directors, consisting of one Executive Director, Three Non-Executive Director and Two Independent Non-executive Directors as in accordance Clause 49 of the Listing Agreement and Mr. Sanjiv Kumar Tandon is Non-executive Chairman of the Company. All the Directors declared that they are not members of more than ten committees in terms of the Listing Agreement and do not act as Chairman of more than five committees across all the companies in which they are Directors. The constitution of the Board during the financial year 2014-15 is as under:
B. Board Meetings and Attendance of Director
The Board meets once in a quarter to consider amongst other business, the performance of the Company and the quarterly results apart from the above, additional meetings are held when it is necessary and the gap between two consecutive Board meetings did not exceed 4 months. The Board/ Committee meetings are generally held at the Corporate Office of the Company at Hyderabad. Agenda for each Board /Committee meeting along with explanatory notes are distributed well in advance to the Directors/ Members of the Committee and all the statutory reports and minutes are placed before the Board as per the applicable laws. Every Board member is free to suggest the inclusion of items on the agenda.
During the financial year 2014-15 the Board of Directors of the Company met Five times viz. 27.05.2014, 04.08.2014, 28.10.2014, 31.12.2014, 06.2.2015
C. Board Agenda
Meetings are governed by a structured agenda. The Board members, in consultation with the Chairman, may take up any matter for consideration of the Board. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions.
Brief profiles of the Directors being appointed/re-appointed have been given in the Directors' Report.
(E) Code of Conduct
The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company. The text of the Code of Conduct is uploaded on the website of the Company -www.mipco.co.in . The Directors and Senior Management personnel have affirmed compliance with the Code applicable to them during the year ended 31st March, 2015. The Annual Report of the Company contains a Certificate duly signed by the Managing Director in this regard.
(F) Shares held by non- executive Directors
None of Non-executive Directors are holding shares in the Company.
The Board Committees play crucial role in corporate governance and have been constituted to deal with specific areas and the periodical meetings have been held to review the matters and the minutes of the same were placed before the Board.
Terms of reference:
The terms of reference of Audit Committee encompass the requirements of Section 177 of Companies Act, 2013 and clause 49 of the Listing Agreement
The terms of reference inter-alia includes
1. Oversee the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment and removal of external auditor and fixation of audit fees and also approval of payment for any other services.
3. Reviewing, with the management, the annual financial statements before submission to the Board focusing primarily on:
• Any changes in accounting policies and practices.
• Major accounting entries involving estimates based on the exercise of judgment by management.
• Significant adjustments arising out of audit.
• The going concern assumption.
• Compliance with accounting standards.
• Compliance with stock exchange and other legal requirements relating to financial statements.
4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
5. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
6. Discussion with internal auditors any significant findings and follow up thereon.
7. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
8. Discussion with external auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
9. To Review in Company's financial and risk management policies.
10. To look into the reasons for substantial defaults in the payment to depositors, debenture holders.
Mandate, Role and Responsibilities of the Audit Committee:
As specified under the Companies Act 2013, and the Rules made thereunder, Listing Agreement, SEBI Regulations and regulatory requirements that may come into force from time to time; and as may be mandated by the Board of Directors from time to time.
Composition of the Audit Committee as on March 31, 2015:
1. Mr. Ravi Kumar Chennupati - Chairman
2. Mr. S.M. Patel - Member
3. Mr. Sanjiv Kumar Tandon - Member
Mrs. Sridevi Nadella joined in Committee on 31st December, 2014 in place of Mr. S.M. Patel The Audit Committee consists of Independent Directors as members.
Meetings and Attendance:
Four Audit Committee Meetings were held during the year ended 31st March, 2015. The maximum time gap between any of the two meetings was not more than four months.
Company Secretary of the Company is the Secretary to the Committee.
Managing Director, Chief Financial Officer were invitees for the Audit Committee Meetings.
The Statutory Auditors of the Company were invited to join the Audit Committee in the meetings for discussing the financial results, financial statements and the Annual/Audited Accounts before placing it to the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE:
The terms of reference of Nomination & Remuneration Committee encompass the requirements of Section 178 of Companies Act, 2013 and clause 49 of the Listing Agreement.
The key role of this Committee is as follows:
• Provide oversight on Strategic Human Capital issues.
• Search for, evaluate shortlist and recommend the incumbent for the position of Managing Director and other Directors and their engagement terms to the Board.
• Evaluate and approve for appointment candidates recommended by senior positions.
• Review the Succession Plan for Critical Positions and suggest actions.
• Have the responsibility for setting the remuneration for the Managing Director and Whole Time Directors. Review remuneration for the Key Managerial Personnel of the Company. Remuneration in this context will include salary, and performance based variable component and any compensation payments, such as retrial benefits or stock options.
Further to the above the following additions were made by Board at its meeting held on 28th May 2014.
Mandate, Role and Responsibilities of the Nomination and Remuneration Committee:
As specified under the Companies Act 2013, Rules under the Companies Act 2013, Listing Agreement, SEBI Regulations and regulatory requirements that may come into force from time to time; and as may be mandated by the Board of Directors from time to time.
Composition of the Nomination and Remuneration Committee as on March 31, 2015:
1. Mr. Ravi Kumar Chennupati, Chairman
2. Mr. S.M. Patel
3. Mr. Sanjiv Kumar Tandon
Remuneration policy -
i) For Managing Director
The total remuneration pursuant to shareholders approval consists of:
- a fixed component – consisting of salary and perquisites
- a variable component by way commission as determined by the Board/Nomination and Remuneration Committee within the limits approved by the shareholders
ii) For Non- executive Directors
Criteria for making payments to Non-Executive Director will be decided by the Board. It can be on the basis of
- Contribution during the meeting
- Active Participation in strategic decision making
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee currently comprises of the following Directors:
1. Mr. Sanjiv Kumar Tandon - Chairman
2. Mr. Surya Chilukuri - Member
3. Mr. Sachendra Tummala - Member
The Stakeholders Relationship Committee specifically looks into redressing of shareholders/ investors complaints in matters such as transfer of shares, non-receipt of declared dividends and ensure expeditious share transfer process.
Number of Shareholders Complaints received during the year: 0
Solved to the satisfaction of the shareholders : 0
Number of pending Complaints : 0
a. Basis of Related Party transactions:
There were no significant related party transactions during the year under review that may prejudice the interest of the Company. However a statement of summary of transactions with related parties along with all material individual transactions was placed before the Audit Committee along with management justification.
b. Disclosure of accounting treatment:
The Company follows accounting standards notified under the Companies Act, 1956 in preparation of financial statements and have not been deviated from the current accounting Standards.
c. Risk management:
The Company laid down adequate procedures to inform Board members regarding risk assessment and mitigation.
d. Whistle Blower Policy and Vigil mechanism:
In compliance with the Non-mandatory provisions of Listing Agreement the Company proposed to establish vigil mechanism to provide adequate safeguards against victimisation persons who use such mechanism and to provide direct access to the Chairman of the Audit Committee in cases such as concerns about unethical behaviour, frauds and other grievances.
e. Compliance with the Mandatory requirements and Implementation of the Non-Mandatory requirements:
The Company has complied with the mandatory requirements of the Corporate Governance Clauses of the Listing Agreement and for the same a certificate from Statutory Auditors was obtained and attached herewith. The Company has not implemented the non-mandatory requirements enlisted by way of annexure to Clause 49 of the Listing Agreement.
f. Management Discussion and Analysis Report:
The Management Discussion and analysis report is appended as annexure - II to this report.
g. Compensation to Non-executive Directors:
During the period the Company has not paid any compensation to Non-executive Directors including setting fee.
h. Means of communication
The Quarterly, half-yearly, annual financial results, notices as well as proceedings of the Annual General Meeting are communicated to the stock exchanges immediately after the conclusion of the respective meetings. The results are published in English and Gujarati news papers in district where the registered office of the Company situated.
i. Certification on Corporate Governance
As required by Clause 49 of the Listing Agreement, a certificate issued by M/s. Ganesh Venkat & Co., Chartered Accountants, Hyderabad, Statutory Auditors of the Company, regarding compliance of conditions of Corporate Governance is annexed to this report.
GENERAL SHAREHOLDER INFORMATION:
a) Annual General Meeting:
DATE : 30th December, 2015
TIME : 1.30 P.M
VENUE :34, Corpus Techno Park, AVS Compound, 4th Block, Koramangala, Bangalore, Karnataka, India- 560095
b) Tentative calendar for financial year 2015-16:
First Quarter results - Within 45 days of end of quarter.
Second Quarter results - Within 45 days of end of quarter.
Third quarter results - Within 45 days of end of quarter.
Fourth quarter results& Annual accounts. - Within 60 days of end of quarter.
c) Book Closure Dates:
From 26th December, 2015 to 30th December, 2015 (both days inclusive).
d) Listing of equity shares & stock code:
The equity shares of the company are listed at Bombay Stock Exchange Limited., Mumbai, 1st Floor, New Trading Ring, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001 and Stock Code 505797; the listing fee for 2014-15 has already been paid by the company.
f) ISIN No:
g) Registrar and Transfer Agents:
M/s Venture Caipital & Corporate Investments Private Limited. 12-10-167, Bharatnagar, Hyderabad-500 018
Ph: 040-23818475/8476 Fax: 040-23868024
Address for Correspondence:
Mipco Seamless Rings (Gujarat) Limited
Plot No:82, Abburu Heights Door No:1-80/40/SP/82, Hitech City Silpa Layout, Gacchibowli, Serilingampally Hyderabad - 500081 (AP)
Ph: 040-30787305 Fax: 040-30787314
For and on behalf of the Board
Sd /- Sachendra Tummala