Report On Corporate Governance
PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
The Company's philosophy on Corporate Governance is to enhance the long term economic value of the Company, its stakeholders and the society at large by adopting appropriate corporate practices in fair and transparent manner by aligning company's interest with that of its shareholders and other stakeholders. Your Company endeavors to follow procedures and practices in conformity with the Code of Corporate Governance outlined in the Listing Agreement.
CODE OF CONDUCT
The Board Members and Senior Managerial Personnel affirm compliance with the Code of Conduct as applicable to them for the period under review and a copy of Code has also been put on the Company's website www.modirubberlimited.com
BOARD OF DIRECTORS
The Board of Directors ("Board") is the highest governing authority and plays a crucial role in ensuring good governance practices in the organization by its progressive thinking, approach and professional experience. The Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its responsibilities, thus ensuring that the management adheres to ethics, transparency and high standards of disclosure, thus protecting interest of all stakeholders.
(A) Composition of the Board
The Composition of the Board of the Company is in conformity with the requirements of Clause 49 of the Listing Agreement. The Board consists of 6 (Six) Directors. The Chairman of the Board of the Company is a Non-Executive Director.
During the year under review, there was no pecuniary relationship or business transaction by the Company with any Non Executive Director other than sitting fee for attending the Board / Committee meetings as well as the traveling / conveyance expenses incurred for attending Company's business meetings.
Meetings of Independent Director:
The Independent Directors namely Mr K S Bains and Mr Neeraj Sharma without presence of Executive Directors or Management had a meeting on March 31st, 2015 to mainly review the performance of non-independent directors of the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between Company Management and the Board.
(B) Board Meetings
During the financial year 2014-15, the Board had 4 (four) meetings on May 28, 2014, August 08, 2014, November 13, 2014 and February 02, 2015. The maximum gap between any two Board meetings was less than four months. The agenda papers are circulated to the Directors well in advance prior to the meeting. All material informations are incorporated in the agenda papers and updated at the meeting too, for facilitating meaningful and focused discussions. In case of exigencies or urgencies, resolutions are considered by circulation as well.
COMMITTEES OF BOARD
In compliance with the Listing Agreement and SEBI Regulations, the Board has constituted various committees with specific terms of reference and scope. The objective is to focus effectively on the issues and ensure expedient resolution of diverse matters. The Committees operate as per their charter / terms of reference approved by the Board.
For smooth conduct of affairs of the Company, the Board has constituted several committees. The scope, brief terms of reference and composition of such committees are as under:
1. AUDIT COMMITTEE
The Audit Committee assists in monitoring and providing effective supervision of the Management financial reporting process with a view to ensuring accurate and timely disclosures with transparency and quality of financial. The Committee oversees the accounting and financial reporting process of the Company, Internal Auditor and the statutory auditors employed in audits of Company's financial statements.
a) Composition and terms of reference of Audit Committee
The Board had constituted Audit Committee in terms of requirement of Clause 49 of the listing agreement. The present members of the Audit Committee are Shri K S Bains as Chairman, Shri Vinay Kumar Modi, Shri Sanjiwan Sahni and Shri Neeraj Sharma as Members. Committee has requisite financial and related management expertise and the Committee's composition also complies with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The brief terms of reference of the Audit Committee are as follows:
• Oversight of the company's financial reporting process and the disclosure of its financial Information to ensure that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval;
• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Review and monitor the auditor's independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
• 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;
• Discussion with internal auditors of any significant findings and follow up there on;
• 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;
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the Whistle Blower mechanism;Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
b) Meetings, Attendance and Composition of the Audit Committee
During the year, the Committee met four times and the maximum time gap between any two meetings was less than four months. The Minutes of the Audit Committee meetings were placed before the Board.
The Committee Meetings were held on May 28, 2014, August 08, 2014, November 13, 2014 and February 02, 2015.
2. NOMINATION AND REMUNERATION COMMITTEE
(a) Brief description of the Terms of Reference of the Committee
The Board had constituted the Nomination and Remuneration Committee comprising of Non Executive Directors of the company namely Shri K S Bains as Chairman , Shri Vinay Kumar Modi and Shri Sanjiwan Sahni as members to recommend/ review, vary and / or modify terms and remuneration of executive directors and members of senior management, based on their performance and assessment criteria. The brief terms of reference of Nomination and Remuneration Committee are as follows:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
• Formulation of criteria for evaluation of Independent Directors and the Board.
• Devising a policy on Board Diversity.
• Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.
(b) Policy for appointment and remuneration
The Remuneration Policy of the Company is directed towards rewarding and motivating for higher level of individual performance coupled with integrity, qualification expertise and experience of the person that would have a direct bearing on the Company's performance in a competitive landscape. However, on the appointment and re appointment of Managing Director and whole time director, Mr Alok Kumar Modi, Managing Director had opted not to draw any remuneration from the company until company is rehabilitated from sickness and Ms Piya Modi Executive Director is paid remuneration as recommended by the Nomination and Remuneration Committee and approved by the Members in AGM held on 30.09.2014. The Independent non-executive directors are paid fees for attending Board/Committee meetings. Remuneration to KMPs and other employees are paid as per Policy of the company
3. STAKEHOLDERS' RELATIONSHIP COMMITTEE
(a) Composition and terms and reference of committee
The Stakeholders Relations Committee formerly known as Shareholders' / Investors' Grievance Committee looks after the share transfer work besides redressal of shareholder complaints. The committee consists of Shri Vinay Kumar Modi as Chairman, Shri Alok Kumar Modi and Shri Sanjiwan Sahni as Members. In order to expediting process for transfer of shares, Board of directors have delegated power to approve transfer of shares upto 1000 to the Company Secretary and from 1001 to 5000 to the managing director and transfer of shares beyond 5000 are approved by the Committee. During the year under review, company did not receive more than 5000 shares from single shareholders for approval by the committee.
(b) Name and designation of Compliance Officer
The company secretary of the company acts as a compliance officer whose details are given as under:-Shri S.K BAJPAI
Head-Legal & Company Secretary Email: email@example.com
(c) Investors' Grievances Redressal
The philosophy of the Company is to give utmost importance to the redressal of investor's grievances. In terms of Clause 47(f) of the Listing Agreement, the Company has designated a separate e-mail ID, as mentioned hereunder, for investors to lodge their complaints:-firstname.lastname@example.org
During the accounting period under review, 85 complaints were received by the Company / Registrar and Share Transfer Agents from shareholders. All these complaints have since been redressed. There were no share transfer pending for registration as on 31st March, 2015.
4. Corporate Social Responsibility ("CSR") Committee Composition and terms of reference of CSR Committee
The Board constituted CSR Committee on 31st March, 2015 to assist Board in discharging its social responsibilities by formulating and monitoring CSR initiatives proposed to be undertaken by the Company. The CSR Committee comprises of Shri Vinay kumar Modi as Chairman and Shri Kanwaljit Singh Bains and Shri Neeraj Sharma as members. All the members CSR committee are non-executive directors of the company. The CSR Committee constituted complies with requirements of the Companies Act, 2013 and main terms of reference CSR Committee are as under:- .
• To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;
• To review and recommend the amount of expenditure to be incurred on the CSR related activities to be undertaken by the Company;
• To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken the Company from time to time;
• Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board
• Disclosures on materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, directors or management, their subsidiaries or relatives etc that may have potential conflict with the interests of the company at large.
Related Parties Disclosures in accordance with Accounting Standard (AS – 18) of The Institute of Chartered Accountants of India.
• Details of non-compliance by the Company, penalties, strictures imposed on the Company by stock exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years.
• The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement.
MEANS OF COMMUNICATION
The Company has been sending Annual Reports, notices and other communications to the Shareholders through the prescribed modes under the Act like postage / Courier / electronically if email id of the shareholder is registered with the company.
The Quarterly, Annual Results of the Company as per the statutory requirement under Clause 41 of the Listing Agreement with stock exchanges are generally published in the The Pioneer (English Newspapers) and Rashtriya Sahara (Hindi Newspapers) and are sent to the Stock Exchanges.
The quarterly and Annual Results along with additional information are also posted on the website of the Company www.modirubberlimited.com
No representation was made to the Analysts. A Management Discussion and Analysis Report which forms part of the Annual Report are given by separate annexure and are attached to the Directors' Report
Date, time and venue of the Annual: 29th September 2015, 11.30 A.M.
General Meeting : Auditorium, Dayawati Modi Public School, Modinagar-201 204
Book Closure : 23.09.2015 to 29.09.2015 (both days inclusive)
Financial Calendar : April 01, 2014 to March 31, 2015
Dividend payment date : Nil
Listing on Stock Exchange : The Bombay Stock Exchange Ltd. (BSE)
The National Stock Exchange of India Ltd. (NSE)
Stock code : MODIRUBBER (NSE)
: MODIRUBB (BSE) / 500890
Listing fees : Duly paid for 2015 -16
• Company has filed/submitted all relevant documents with National Stock Exchange of India Ltd (NSE) for revocation of suspension in the Company’s shares trading. It is expected that during Current Year the embargo can be lifted by the NSE. However, shares are traded on BSE regularly.
Registrar and Transfer Agents :
Mas Services Ltd.
T-34, 2nd Floor, Okhla Industrial Area,Phase - II, New Delhi-110 020
Ph: 26387281/82/83, Fax: 26387384
email: email@example.com website : www.masserv.com
Share Transfer System
M/s. Mas Services Ltd. is the Share Transfer Agent of the Company for handling both physical and demat share registry work. Shares received for transfer complete in all aspects, in physical form are registered and dispatched normally within three weeks. Demat confirmations are normally sent within two weeks.
Dematerialization of Shares and Liquidity
Over 78.90% of the shares have been dematerialised upto 31.03.2015.
Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity.
The Company has not issued any GDRs / ADRs / Warrants/ or any convertible instruments.
Modi Tyre Factory, Modinagar, Dist. Ghaziabad (U.P}
o) Address for Correspondence for transfer/dematerialization of shares, and any other query
Mas Services Ltd.,
T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi - 110 020
Ph:- 26387281/82/83 - Fax:- 26387384
email: firstname.lastname@example.org website: www.masserv.com
Any query on Annual Report
Secretarial Department, Modi Rubber Ltd.,
4-7C, DDA Shopping Centre, New Friends Colony, New Delhi-110 025, Phone 011-26848416, 26848417 Fax No.011-26837530
Non Mandatory requirements
Company has not adopted the non-mandatory requirements as mentioned in Annexure - XIII of clause 49 of the Listing Agreement.
CEO / CFO CERTIFICATION
In terms of the requirement of Clause 49, Certificates from CEO / CFO has been obtained.
For and on behalf of the Board
(Alok Kumar Modi)
Place: New Delhi
Date: July 27, 2015