26 Apr 2017 | Livemint.com

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MMTC Ltd.

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  • BSE Code: 513377
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  • NSE Code: MMTC
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MMTC Ltd. Accounting Policy

CORPORATE GOVERNANCE IN MMTC

MMTC is fully committed to promoting & strengthening the principles of sound corporate governance norms through the adherence of highest standards of transparency, trust and integrity, performance orientation, responsibility and accountability, professionalism, social responsiveness, ethical business practices and commitment to the organization as a self discipline code for sustainable enrichment of value for stakeholders which include investors, directors, employees, suppliers, customers or the community in general.

BOARD OF DIRECTORS

The Board of MMTC has a mix of Executive & Non-Executive Directors. The present Board as on the date of this report includes Chairman-cum-Managing Director, two Whole Time Directors (Marketing), one Whole Time Director (Personnel), one Whole Time Director (Finance), two Part-Time Directors nominated by the Department of Commerce, Ministry of Commerce & Industry, Govt, of India and five Non-official Part Time (Independent) Directors. The President of India appoints all the Directors of MMTC. All the Directors except CMD and Independent directors are liable to retire by rotation and at least one third of the Directors liable for rotational retirement retire every year and if eligible, qualify for reappointment.

The members of the Board, apart from receiving Directors' remuneration, in case of CMD and Functional Directors, do not have any material pecuniary relationship or transaction with the company, its promoters or its subsidiary, which in the judgment of Board may affect independence of judgment of Directors. 

Changes in Board of Directors

Following are the changes in the Board of Directors of your company since 1st April 2014

• Smt Anita Agnihotri, SS&FA, Department of Commerce, Ministry of Commerces Industry relinquished the charge of Part Time Directoron the Board of MMTC on 16th June 2014.

• Shri B.P. Pandey, AS & FA Department of Commerce, Ministry of Commerce & Industry took charge of Part Time Director on the Board of MMTC on 16th June 2014 vice SmtAnitaAgnihotri.

• Shri Anil Razdan relinquished the charge of Part Time Non Official (Independent Director) on 12th July 2014.

• Shri G.S. Vedi relinquished the charge of Part Time Non Official (Independent Director) on 13th July 2014.

• ShriArun Balakrishnan relinquished the charge of Part Time Non Official (Independent Director) on 15th July 2014.

• Shri D.S. Dhesi , AS, Department of Commerce, MOC&I and CMD, MMTC Ltd. relinquished the charge of CMD, MMTC w.e.f. 30.12.2014.

• Shri Ved Prakash, Director(Marketing) assumed the additional charge of CMD, MMTC(CMD-l/c) vice Shri D.S. Dhesi on31.12.2014.

• Shri Madhusudan Prasad, Spl.Secretary, Department of Commerce, Ministry of Commerce & Industry relinquished the charge of Part Time Directoron the Board of MMTC on 24th February 2015.

• Shri Rajni Ranjan Rashmi,AS, Department of Commerce, Ministry of Commerce & Industry took charge of Part Time Directoron the Board of MMTC vice Shri Madhusudan Prasad w.e.f. 24th February 2015.

• Shri Ved Prakash tookover the charge of Chairman & Managing Directoron 19.03.2015.

• Shri Rajni Ranjan Rashmi, AS, Department of Commerce, Ministry of Commerces Industry relinquished the charge of Part Time Director on the Board of MMTC on 29th April 2015.

• Shri Ajay Kumar Bhalla, AS, Department of Commerce, Ministry of Commerce & Industry took charge of Part Time Directoron the Board of MMTC w.e.f. 29th April 2015vice Shri Rajni Ranjan Rashmi.

• Shri Bhagwati Prasad Pandey, ex-AS&FA, Department of Commerce, Ministry of Commerce & Industry relinquished the charge of Part Time Director on the Board of MMTC on 6th August 2015.

• Shri J K Dadoo, AS&FA, Department of Commerce, Ministry of Commerce & Industry took over charge of Part Time Directoron the Board of MMTC w.e.f. 6th August, 2015 vice Shri Bhagwati Prasad Pandey.

Remuneration of Directors

MMTC is a Govt, of India Enterprise in which all members of the Board are appointed by the President of India through the administrative Ministry-Department of Commerce, Ministry of Commerce & Industry, Govt, of India, which, inter-alia, fixes the remuneration of such Whole Time Directors/CMD through their respective appointment orders/pay fixation orders. CMD and Whole-Time Directors of MMTC are generally appointed by the President of India with a service contract of five years or till the date of superannuation or further orders of the Government whichever is earlier. The Directors so appointed by the President of India are not entitled for any notice period/ severance fees. The functional members of the Board of Directors are entitled to Performance Related Pay in terms of Guidelines issued by the Department of Public Enterprises, Govt of India. Non-official Part Time Independent Directors are presently entitled to a sitting fee @Rs.15,000/- for attending each meeting of the Board/ Board appointed Committees. None of the Non-Executive Directors had any pecuniary relationship or transaction with the company.

Meetings of the Board

The meetings of the Board are generally held at the registered office of the company and are scheduled well in advance. The Board of MMTC meets regularly at least once in a quarter. The meetings of Board are governed by a structured agenda and any member of the Board is free to recommend inclusion of any subject matter in the agenda for deliberations. Detailed agenda papers including explanatory notes are circulated in advance on all major issues to facilitate the Board to take well-informed and independent decisions.

During the year, the Board of Directors met eight times i.e. on 29.05.2014, 09.07.2014, 13.08.2014, 10.10.2014, 07.11.2014,09.12.2014,11.02.2015 and 11.03.2015.

COMMITTEES OF THE BOARD

To facilitate expeditious consideration and arriving at decisions with focused attention on the affairs of the company, the Board has constituted following committees with distinct role, accountability and authority:

1. Audit Committee of Directors

2. Stakeholders Relationship Committee

3. Share Transfer Committee

4. Nomination & Remuneration Committee of Directors

5. Committee of Directors on Personnel Policies

6. Committee of Directors on Subsidiary, Joint Venture & Associate Companies

7. Committee of Directors on CSR and Sustainability

8. Functional Management Committee of Directors

9. Risk Management Committee

Audit Committee of Directors

The Audit Committee of the company constituted by the Board comprised of two Part Time Non-official (independent) Directors and one Part Time (Govt. Nominee) Director. All the meetings of the Committee held during the year were chaired by non-executive Independent Director. Company Secretary is the Secretary to the Committee. The terms of reference of the Audit Committee include overseeing the audit function, reviewing critical findings, ensuring compliance with accounting standards and concurring financial statements before submission to the Board. The role, scope and authority of Audit Committee also include the requirements under the relevant provisions of Companies Act, 2013 and the Listing Agreement(s) signed with Stock Exchanges. 

Other functional Directors and Statutory Auditor of the Company also attended the above meetings to assist the Audit Committee in its deliberations.

The minutes of the above meetings were regularly submitted to the Board for its information. 

Stakeholder Relationship Committee

During 2014-15 the composition of Stakeholder Relationship Committee constituted by the Board of Directors comprised of Shri Arvind Kalra, Part Time non-official (independent) Director as Chairperson, CMD, MMTC & Director (Finance), MMTC as its members. Company Secretary is the Secretary to the Committee. The Committee expeditiously considers and monitors the resolution of grievances of the Shareholders/other investors. During 2014-15 one meeting of this Committee was held. The minutes of this meeting was submitted to Board of Directors for information.

Share Transfer Committee

During 2014-15 the composition of Share Transfer Committee constituted by the Board of Directors comprised of all Functional Directors, MMTC as its members. Company Secretary is the Secretary to the Committee. The Committee expeditiously considers and approves requests for physical share transfers, rematerialisation and dematerialization etc.

Nomination &Remuneration Committee of Directors

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of Listing Agreement with Stock Exchanges, the Remuneration Committee of Directors earlier constituted by the Board of Directors has now been reconstituted and renamed as ' Nomination & Remuneration Committee of Directors' comprising of Shri Rana Som, Part Time non-official (independent) Director, Shri Arvind Kalra, Part Time non-official (independent) Director and Shri S.R.Tayal, Part Time non-official (independent) Director as its Members. The members shall elect Chairman of the Committee among themselves. The Committee performs such functions and duties and exercises such powers as specified in Clause 49 of the Listing Agreement signed with Stock Exchanges and DPE Guidelines dated 26th November 2008. The Company Secretary is the Secretary of the Committee. During 2014-15 one meeting of Remuneration Committee of Directors was held. The minutes of this meeting was submitted to Board of Directors for information.

Committee of Directors on Personnel Policies

The Committee of Directors on Personnel Policies constituted by the Board comprised of Shri Rana Som, Part Time Non-Official (Independent) Director as its Chairman, Shri N Bala Baskar Part Time Non-Official (Independent Director) and Shri S.R. Tayal Part Time Non-Official (Independent Director) as its Members to consider and recommend approval of modifications/formulation of service rules and other personnel policies to the Board of Directors as also to function as 'Appellate Authority' under MMTC Employees' Conduct, Discipline & Appeal Rules, 1975 as amended from time to time. The Company Secretary is the Secretary to the Committee. During 2014-15 four meetings of this Committee were held. The minutes of the said meeting were submitted to Board of Directors for information.

Committee of Directors on Subsidiary, Joint Venture & Associate Companies

The Board of Directors has constituted a "Committee of Directors on Subsidiary, Joint Venture and Associate Companies to consider and recommend approval of investments/disinvestments, approval of basic parameters/charter/Agreement and any changes therein to the Board of Directors, review with Functional Management and Advice on strategic issues related to MMTC's investment and the performance of projects / joint ventures / associate companies/ foreign offices/ subsidiaries of MMTC.

The present composition of the Committee included Dr. Subas Pani, Part Time Non-official (Independent) Director as Chairman of the Committee with Shri N Bala Baskar, Part Time Non-official (independent) Director as Member. The Company Secretary is the Secretary to the Committee. During 2014-15 four meetings of this Committee were held and the minutes of these meetings were submitted to Board of Directors for information.

Committee of Directors on CSR & Sustainability

Merging the Committees of SD and CSR, the Board of Directors of MMTC has reconstituted and renamed as Committee of Directors on CSR & Sustainability to approve and oversee the implementation and monitoring of CSR and Sustainability activities in accordance with applicable provisions of Companies Act 2013 and DPE Guidelines in this regard issued from time to time.

The present composition of the Committee includes Shri S R Tayal, Part Time Non-official (Independent) Director as Chairman of the Committee with Shri Rana Som, Part Time Non-official (Independent) Director, Shri Ved Prakash CMD Shri Rajeev Jaideva Director (Personnel) and Shri M.G. Gupta Director (Finance) as its Members. The Company Secretary is the Secretary to the Committee. During 2014-15 one meeting of this Committee was held, the minutes of the same were submitted to Board of Directors for information.

Functional Management Committee of Directors

The "Functional Management Committee of Directors" constituted by the Board of Directors consists of CMD, MMTC as the Chairman of the Committee, all Functional Directors as Members and Company Secretary as Secretary to the Committee. The said Committee has been delegated the powers to take decision(s) in all matters over and above the powers delegated to CMD by the Board of Directors from time to time, except the matters specified under the Companies Act, 2013/other statutes, to be considered and decided at the meeting of Board of Directors and/or shareholders as also the matters specified and reserved by the Board for its decision or for consideration and decision of any other committee constituted by Board of Directors under Article 99 of Articles of Association of MMTC. During 2014-15 forty nine meetings of this Committee were held. The minutes of these meetings were submitted to Board of Directors for information. 

Risk Management Committee of Directors

In accordance with the provisions of amended Clause 49(VI)of the Listing Agreement effective from 01.10.2014, the Risk Management Committee of Directors comprising of all functional Directors of the Company as members and CMD as Chairman of the Committee was constituted in March 2015. The said Committee shall function as per the roles specified under the Listing Agreement and other provisions of any other Statutes as amended from time to time. Company Secretary shall continue to be the Secretary to the Committee.

Disclosures

(a) None of the members of the Board of Directors had any pecuniary relationship or transaction with the company.

(b) There have been no materially significant related party transactions i.e. transactions of the company of a material nature, with its promoters, the directors, or the subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large. Other details of "Related Party Transactions" have been disclosed in the Notes forming part of Accounts in theAnnual Report.

(c) The CEO/CFO of the company hascertified the specified matters to the Board as required underClause41 of Listing Agreement.

(d) The company has not opted for Employees Stock Option Scheme.

(e) The company has framed the "Whistle Blower Policy" which has been hosted on MMTC's website.

(f) The company has established a vigil mechanism and same has been uploaded on the website of the company.

(g) There were no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authority on any matter related to the capital markets during the last three years.

Means of communications

The quarterly, half-yearly unaudited results of the Company are announced within 45 days of the end of respective period, and annual audited results of the Company are announced within 60 days, which are published in leading national dailies, besides hosting them on the website of the Company i.e. www.mmtclimited.gov.in

Shareholders' information

(a) Annual General Meeting

The 52nd Annual General Meeting of the Company is scheduled to be held on 29th September 2015 at 1130 Hrs at Weightlifting Auditorium, Sports Authority of India, Gate No. 19, Jawaharlal Nehru Stadium, Lodhi Road, New Delhi-110003.

(b) Financial Calendarfor2015-16

1st quarter results (unaudited) shall be declared on or before 14.8.2015 2nd quarter results (unaudited) shall be declared on or before 14.11.2015 3rd quarter results (unaudited) shall be declared on or before 14.02.2016

4th quarter results (audited) and Annual Audited Results for 2015-16 shall be declared on or before 30.05.2016 in accordance with existing applicable provisions of the Listing Agreement.

(c) Dates of Book Closure

The Share Transfer Books and Register of Members shall remain closed from 19.9.2015 to 29.9.2015 (both days inclusive) for the purpose of declaration of final dividend attheAnnual General Meeting.

(d) Dividend Payment-

The details of dividend paid during the last 3 years are as under: 

Year 2011-12 2012-2013 2013-2014 

 Rate 25% 10% 15% 

 Date 25.10.2012 26.10.2013 16.10.2014 

e) Listing on stock exchanges:

The Shares of the company continue to be listed at BSE and NSE. During the year the company has applied for voluntary delisting as per SEBI guidelines in this regard, from Delhi, Madras and Calcutta Stock Exchanges in accordance with the decision of the Board in its meeting held on 11th March 2015.

(g) Registrar & Transfer Agents (RTA):

The Company has since changed its RTA i.e. M/s MCS Ltd. and in accordance with the approval of the Board of Directors of the Company appointed M/s. MCS Share Transfer Agent Limited, F-65 Okhla Industrial Area, Phase I, New Delhi -110020 as its Registrar & Share Transfer Agent effective from IstApril 2015, for shares held both in physical as well as in dematerialized mode.

(h) Dematerialization of Shares:

The shares of MMTC Ltd continue to be an eligible security for trading in dematerialized form by CDSL and NSDLwith ISIN No: INE123F01029.

As on 31st March 2015, out of 100 crores equity shares of MMTC Ltd of face value of Re.1/- each, 89,92,68,762 shares are held by the President of India and 10,07,27,809 shares by others in dematerialized form leaving only 3,429 shares in physical form.

(i) Share Transfer System:

The shares of the Company are transferred within the standard time from the date of lodgment. The transfer of shares held in dematerialized form are processed and approved in electronic form by NSDL/CDSL through respective depository participants. No transfer was pending as on 31.03.2015. Shares transfer and all other investor related activities are attended to and processed at the office of RTA i.e. MCS Share Transfer Agent Ltd. Shareholders may lodge the transfer deeds and any other documents, etc at the office of RTA of MMTC Limited atthe address given above.

(k) Shareholders/ other Investor's Grievances:

Shareholders/ other Investors may also lodge their grievance(s) with Shri G.Anandanarayanan,Asstt. Company Secretary at ganarayanan@mmtclimited.gov.in.

(I) Address for Communication :

 Board Secretariat, MMTC Limited, Core-I, Scope Complex, 7, Institutional Area, Lodi Road, New Delhi - 110 003,

Phone No: 011 - 24361889/ Fax:011-24360724, E-mail: ganarayanan@mmtclimited.gov.in