CORPORATE GOVERNANCE REPORT
In line with the requirement for providing a "Report on Corporate Governance" as per SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 of the Stock Exchanges as applicable, given below is a report on the Company's Corporate Governance norms.
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Modern Steels Limited is committed in adopting the best practices of Corporate Governance. The Company endeavours to act on the principles of transparency, accountability, trusteeship, integrity and passion. The ultimate objective being of realizing long term shareholder value, while taking into account the interest of other stakeholders.
2. . AUDIT COMMITTEE
a. Terms of reference of Audit Committee
1. The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
2. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
3. Examination of the financial statement and the auditors' report thereon;
4. Approval or any subsequent modification of transactions of the Company with related parties;
5. Scrutiny of inter-corporate loans and investments;
6. Valuation of undertakings or assets of the Company, wherever it is necessary;
7. Evaluation of internal financial controls and risk management systems;
8. Monitoring the end use of funds raised through public offers and related matters.
9. To oversee the vigil mechanism as per section 177 of the companies Act, 2013.
10. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the Company.
11. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in subsection (4) or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the Company.
12. The auditors of a Company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the auditor's report but shall not have the right to vote.
b. Composition of Audit Committee
1. The Company has an Audit Committee as per provisions of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and under Section 177 of the Companies Act, 2013. Mr. D.S. Gill, Prof.
Priyavrat Thareja and Mr. R.K. Sinha are the members of the Committee.
2. The Chairperson of the Audit Committee, Mr. D.S. Gill is a Non Executive Independent Director.
c. Meetings and attendance of Audit Committee
The Committee met four times during the year on 28lh May, 2015, 10th August, 2015, 7th November, 2015 and 13th February 2016.
3. NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
a. The terms of reference of the Committee are as follows-
1. The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.
2. The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that—
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.'
4. Formulation of criteria for evaluation of Independent Directors and the Board;
5. Devising a policy on Board diversity;
b. During the year, one meeting of the Committee was held on 28th May, 2015.
c. Performance evaluation criteria: The Company has a policy for formation of the Board to have Executive Directors and Independent Directors of diverse background to maintain the independence of the Board. As on 31st March, 2016, the Board consists of members, three are Executive / Whole Time Directors, three Independent Directors and One Bank Nominee Director. The Board of Directors does the performance evaluation of Directors at the time of fixing the remuneration of Executive Directors and sitting fee of Independent Director.
4. REMUNERATION OF DIRECTORS
The Executive Directors are paid remuneration as per the terms approved by the Board of Directors and confirmed by the shareholders of the Company and in confirmation with the approval of Central Government wherever necessary.
Service contracts are entered into in terms of regulations governing their appointment and terms of remuneration. The remuneration is fixed considering various factors such as qualification, experience, expertise, prevailing remuneration in the competitive industries, financial position of the Company etc. The remuneration structure comprises Basic Salary, Perquisites and allowances, contribution to Provident Fund and other funds in accordance with various related provisions of the Companies Act, 2013. The Non-Executive Directors are paid sitting fee of Rs. 20,000 per Board Meeting and Rs. 10,000 for Committee Meetings held by them.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has formed a Stakeholders Relationship Committee which looks into the redressing of shareholders and investors complaints like transfer of shares, non receipt of balance sheet, change of address etc.
a. The Chairman of the Committee Mr. D.S. Gill is a Non-Executive Independent Director nominated by the Board.
b. Mr. Ashish Sharma, GM (Secretarial) & Company Secretary is the Compliance Officer of the Company.
c. During the year 2015-2016, the Company has received 7 Shareholder Complaints & 7 Complaints are resolved to the satisfaction of Shareholders & no complaint is pending.
6. SHARE TRANSFER COMMITTEE
For the expeditious disposal of the share transfer and allied services, Company has formed a Share Transfer Committee to look into and decide matters pertaining to share allotment, transfer, duplicate share certificates and related matters.
7. BANKING & FINANCE COMMITTEE
The Company has formed a Banking & Finance Committee under the Chairmanship of a Mr. D.S. Gill. Mr. R.K. Sinha and Prof. Priyavrat Thareja are the members of the Committee.
The Committee oversees the Company's banking operations and borrowing from banks and financial institutions and allied matters, which otherwise require the consent of Board of Directors.
During the year, one meeting of the Committee was held on 7th November, 2015.
8. ALLOTMENT COMMITTEE
The Company has formed an Allotment Committee under the Chairmanship of Mr. R. K. Sinha, an Executive Director.
9. MEANS OF COMMUNICATION
Quarterly results: The quarterly/Half yearly/Yearly results of the Company, Notice of Board Meeting and information relating to Annual General Meeting, Book Closures is published in The Financial World I The Financial Express and Punjabi Tribune / Rozana Spokesman i.e in English and regional language newspaper and is also notified to the Stock Exchange as required under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.
In addition, the Company also files quarterly results, Shareholding Pattern etc. in such form so as to enable Stock Exchange to put it on their website. Website: www.modernsteels.com
Annual Report The Annual Report containing Audited Financial Statement, Directors' Report, Auditors' Report, Corporate Governance Report is circulated to the members by email or by post.
BSE Corporate Compliance & Listing Centre (the 'Listing Centre'): BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.
SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
Designated email-id: The Company has designated following email ID exclusively for Investor Servicing:
Management Discussion and Analysis forms part of the Annual Report, which is posted to the shareholders.
GENERAL SHAREHOLDER INFORMATION
1. Annual General Meeting:
Day, Date & Time : Saturday, the 9th July, 2016 at 11.00 a.m.
Venue : G.T. Road, Mandi Gobindgarh, Distt. Fatehgarh Sahib, Punjab 147 301
2. Financial Calendar for:
Adoption of Results for the quarter ended:- In the Month of (tentative)
30th June, 2016 August, 2016 (2nd week)
30th September, 2016 November, 2016 (2nd week)
31st December, 2016 February, 2017 (2nd Week)
31st March, 2017 By May, 2017
Annual General Meeting By September, 2017
3. Book Closure Date:
From 4th July, 2016 to 9th July, 2016 (both days inclusive)
4. Listing on Stock Exchanges:
Your Company is listed at the BSE Limited (BSE).
5. Stock Code:
ISIN No. in NSDL & CDSL: INE001F01019
6. Registrars and Share Transfer Agents (For Physical as well as for Demat Segment):
M/s. MCS Share Transfer Agent Limited
F- 65, First Floor, Okhla Industrial Area Phase-I, New Delhi - 110 020.
Tel.No.: +91-11-41406149 , Fax No.: +91-11-41709881,
E-mail: email@example.com , Website: www.mcsdel.com .
All shareholders of the Company can avail online services from our Registrars & Share Transfer Agents M/s. MCS Share Transfer Agent Limited, with regard to investor Grievances. Please login on the site of M/s. MCS Share Transfer Agent Limited at www.mcsdel.com and click on Investors Services and you can register your queries/ grievances and details as required by you. The registered queries/grievances on the site will be responded by M/s.
MCS Share Transfer Agent Limited on priority basis.
7. Share transfer System:
93.58% of the equity shares of the Company are in the electronic form. Transfer of these shares are done through the depositories with no involvement of the Company. As regards transfer of shares held in physical form the transfer documents can be lodged with M/s. MCS Share Transfer Agent Limited or with Company at their mentioned addresses.
8. Dematerialisation of Shares:
The trading in Company's shares is permitted only in dematerialised form. In order to enable the shareholders to hold their shares in electronic form and to facilitate scripless trading, the Company has enlisted its shares with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Share Dematerialisation record: The following data indicates the extent of Dematerialization of Company's shares as on 31st March, 2016
Plant Location of the Company:
Registered Office & Works: G.T. Road, Mandi Gobindgarh, Distt. Fatehgarh Sahib, Punjab - 147 301
All queries of investors regarding the Company's shares in Physical / D'mat form may be sent at the following addresses:
i) Modern Steels Limited
Corporate Office: SCO 98-99, Sub City Centre, Sector 34, Chandigarh-160022
Tel.: +91-172- 2609001, 2609002, 2609003, Fax.: +91-172- 2609000
E-mail:firstname.lastname@example.org, Company's Website: www.modernsteels.com
ii) M/s. MCS Share Transfer Agent Limited
F- 65, First Floor, Okhla Industrial Area Phase-I, New Delhi 110 020.
Tel.No.: +91-11-41406149 , Fax No.: +91-11-41709881,
E-mail: email@example.com , Website: www.mcsdel.com
9. Other Disclosures:
a) Disclosure on materially significant related party transactions:
All material transactions with related parties as defined under the Act and Regulation 23 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business. They have been approved by the Audit Committee & Board of Directors as applicable.
b) Details of non compliance by listed Company, penalties: Nil
c) Detail of establishment of vigil mechanism, whistle blower policy:
The Company has established a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 for Directors and employees to report concerns about unethical behavior. No person is denied access to the Chairman of the Audit Committee,
d) Details of compliance with mandatory requirements:
The Company is complying with all the mandatory requirements as given by Stock Exchange / Registrar of Companies.
e) The Company is not having any subsidiary, therefore no policy for determining material subsidiaries.