CORPORATE GOVERNANCE REPORT
1. Corporate Governance Philosophy
Monnet believes in conducting its affairs in a fair and professional manner and in maintaining the high standards. The Company is committed to following good Corporate Governance practices through a series of measures which include having professional Directors on the Board, adopting pragmatic policies and effective systems and procedures, sharing of information with shareholders on a regular basis through newspapers, audits and checks.
The policies and actions of the Company, while being in full compliance of applicable laws and regulations, are dictated by the underlying objective of maximizing shareholder value on a long-term basis.
2. Board of Directors
The Company has a strong and a broad-based Board consisting of Seven Directors with adequate blend of professionals, executive, non-executive and independent
Board of other companies, as on March 31, 2015 is as follows:
Directors Your Company also has a woman Director which brings diversity on the Board. Independent Directors fulfils all the conditions for being Independent to the Company, as stipulated under Clause 49 of the Listing Agreement and the Companies Act, 2013. The maximum tenure of Independent Directors is determined in accordance with the Companies Act, 2013 and clarifications/ circulars issued by the Ministry of Corporate Affairs, from time to time.
The Company has issued formal letter of appointment to Independent Directors in the manner as provided in the Companies Act, 2013 and the terms and conditions of such appointment is disclosed on the website of the Company i.e. www.monnetgroup.com
The Board of Directors meets at least once in a quarter to review the Company's performance and more often, if considered necessary, to transact any other business.
The details relating to Composition & Category of Directors, Directorships held by them in other companies and their membership and chairmanship on various Committees of
1. Other Directorships and Committee Memberships, based on the disclosures received from the directors, are as on 31st March, 2015. .
2. Directorships in other Companies exclude Private Limited Companies, Foreign Companies, Membership of Associations etc/Professional Bodies and Alternate Directorship.
3. Committee Membership is in respect of Audit Committee and Stakeholder's Relationship Committee of Indian Public Limited Companies.
4. None of the directors is a member of more than ten committee or acts as the chairman of more than five committees in all Public companies in which they are directors.
5. Information in respect of appointment / re-appointment of Directors as required under Listing Agreement is given in Annexure - V.
6. There is no relationship between directors inter-se.
7.* Shri Suresh Khatanhar was appointed as Nominee Director w.e.f. 29.05.2015.
8. ** Ms. Bhavna Thakur was appointed as Additional Director w.e.f. 31.03.2015.
9. ***Shri Suman Jyoti Khaitan was appointed as Additional Director w.e.f. 14.08.2015.
10 .****Shri Vikram Deswal resigned w.e.f. 10.12.2014.
As required under Section 149(3) of the Companies Act, 2013, & Clause 49 of Listing Agreement, Ms. Bhavna Thakur, has been appointed as an Independent woman Director on the Board w.e.f 31.03.2015. Her appointment is subject to the approval of members in next General Meeting.
The last Annual General Meeting was held on 27th September 2014. Following are the details of attendance of Directors in the Board Meetings and at the Annual General Meeting held during the year:—
The Company has also formulated familiarization programmes to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc. The details of such familiarization programmes are also available on the website of the Company i.e. www.monnetgroup.com
2.1 PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
3. BOARD COMMITTEES
The Board has constituted the Audit Committee, the stakeholder relationship Committee and Nomination and Remuneration Committee. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for the committees. Recommendations/decisions of the committee are submitted to the Board for approval. The quorum for meetings is either two members or one third of the members of the committees, whichever is higher.
3.1 AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing agreement read with Section 177 of the Companies Act, 2013.
The Audit Committee continued working under Chairmanship of Shri Amulya Charan with Shri Amit Dixit and Shri J.P. Lath as co-members during the last financial year. The Company Secretary of the Company acts as Secretary to the Committee.
The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms of reference of the Committee are: -
Financial Reporting and Related Processes
• Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.
• Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.
• Review the Management Discussion & Analysis of financial and operational performance.
• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).
• Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.
During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors and the Internal Auditor to get their inputs on significant matters relating to their areas of audit. Committee.
3.2 NOMINATION AND REMUNERATION COMMITTEE
In compliance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has constituted its "Nomination and Remuneration Committee, The Nomination and Remuneration Committee consists of three directors i.e. Shri J.P. Lath with Chairman, Shri Amit Dixit and Shri Amulya Charan as co-members. The Company Secretary of the Company acts as Secretary to the Committee.
During the year, the committee met on four occasions. Terms of Reference:
The Objective and Purpose of this policy is as follows:
• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine remuneration of Directors, Key Managerial personnel and Other employees.
• To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies in the steel industry.
• To provide them reward linked directly to their efforts, performance, dedication and achievement relating to the Company's operations.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
The composition of the Nomination and Remuneration Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:
The Board of the Company has also adopted the Nomination and Remuneration Policy for the Company in compliance with Clause 49 and the applicable provisions of the Companies Act, 2013. The said policy of the Company is available on the website of the company.
The Non-Executive Directors are being paid sitting fees only for attending the Board Meetings in compliance with the relevant applicable provisions of the Companies Act, 2013.
The non-executive directors have disclosed that they hold 1696 shares in the Company
Details of their shareholding as under:
1. Jagdamba Prasad Lath holding 1696 shares.
There has been no pecuniary relationship or transactions of the non-executive directors' vis-a-vis the Company during the year except the sitting fees and Remuneration paid to them as detailed above.
Employee Stock Option Scheme
The Company does not have any employee stock option scheme for its employees and Directors.
3.3. Corporate Social Responsibility (CSR) Committee -
The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises:
• To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
• To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress;
• To Monitor the corporate social responsibility policy of the company from time to time.
*Shri Amulya Charan resigned and Shri Suman Jyoti Khaitan has been appointed as member of CSR Committee.
3.4 Stakeholders' Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".
The Company Secretary of the Company acts as Secretary to the Committee. The terms of reference of the Committee are:
• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;
• issue of duplicate share certificates for shares/ debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;
• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;
• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;
• to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;
• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;
• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;
• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;
• monitoring expeditious redressal of investors / stakeholders grievances;
• all other matters incidental or related to shares, debenture
The composition of the Stakeholders Relationship Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:
The Management Discussion and Analysis Report have been included in this Annual Report and include discussion on the all the matters specified in the Clause 49 of the Listing Agreement.
Materially significant related party transactions
Related Parties and transactions with them as required under Accounting Standard 18 (AS-18) are furnished under paragraph no. 35 of the Notes to the Accounts attached with the financial statements for the year ended March 31, 2015. The details of Related Party Transactions are in the ordinary course of the business and thus Form AOC-2 is not required.
The transactions with the related parties are neither materially significant nor they have any potential conflict with the interests of the Company at large. The Company has disclosed the policy on dealing with Related Party Transactions on its website.
Matters related to capital market
There was no non-compliance by the company, nor have any penalties or strictures been imposed on the company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
Compliance with mandatory requirements and adoption of Non-mandatory requirements
The Company has complied with all the mandatory requirements of Clause 49 of Listing Agreement. The Company has not adopted any non-mandatory requirement of the Clause 49 of the Listing Agreement.
The Board Meeting for the accounts approval held on 30th May, 2014 could not be held because database relating to previous financial year was corrupted and was held on 11th June 2014 to approve the accounts . Therefore the accounts were approved twelve days beyond the stipulated time mentioned in the Listing Agreement. A penalty of Rs 1,06,180 was imposed by Stock Exchange which was paid.
Whistle blower Policy and affirmation that no personnel have been denied access to the Audit Committee
The Company has adopted a Whistle Blower Policy through which vigil mechanism of the Company has been laid down. The Company affirms that no personnel has been denied access to Audit Committee on any issue.
Code of Conduct
The Board has laid down a code of conduct for all Board members and Senior Management of the Company. All Board members and Senior Management Personnel have complied with the Code of Conduct. Declaration to this effect signed by the Director is enclosed with the Annual Report.
The Certificate required under Clause 49(IX) of the listing agreement duly signed by Managing Director and CFO has been given to Board and attached as Annexure -VIII to this report. As required by clause 49 of the listing agreement, the certificate signed by Managing Director and CFO was placed before the board of directors at its meeting held on 29th May, 2015
Disclosure of Accounting Treatment
The Financial statement of the Company is prepared as per the prescribed Accounting Standards and reflects true and fair view of the business transactions in the Corporate Governance.
7. RISK MANAGEMENT
The Company is not mandatorily required to constitute Risk Management Committee. Further, the Audit Committee and the Board of Directors review the risks involved in the Company and appropriate measures to minimize the same from time to time. The Board of the Company has also adopted a Risk management policy for the Company.
8 Means of communication
Monnet pursues the policy of timely disclosure of information. The company publishes quarterly results and circulates the same to stock exchanges and sends the annual report to all the shareholders. The company also posts quarterly results, entire annual report and shareholding pattern on the website of the company besides sending complete annual report to the shareholders.
Name of the newspapers wherein financial results are normally published
The quarterly and annual financial results are normally published in "Business Standard" (English Language) and "Pioneer" (Vernacular Language).
The Company also ensures that financial results are promptly and prominently displayed on Company's Website.
The Company also ensures that the details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the company who are responsible for assisting and handling investor grievances, details of agreements entered into with media companies and/or their associates are promptly and prominently displayed on its Website www. Monnetgroup.com Company did not disclose official news release on its website.
Raipur Works- :
Monnet Marg, Mandir Hasaud, Raipur, Chhattisgarh-492101.
Village Naharpali, Tehsil Kharsia, Distt. Raigarh, Chattisgarh
9. GENERAL SHAREHOLDERS INFORMATION
a) Ensuing Annual General Meeting
Day, Date & Time: 30th September, 2015 (Wednesday), at 2.30 p.m.
Venue: Monnet Marg, Mandir Hasaud, Raipur, Chhattisgarh-492101.
b) Financial Year Calendar 2014-15 (Tentative)
The Company follows the period of 1st April to 31st March, as the Financial Year
Financial year ending :31st March, 2016
Audited Annual Results: 29th May, 2015
First Quarter Results:14th August, 2015
Half Yearly Results : on or before 14th November, 2015
Third Quarter Results:on or before 14th February, 2016.
Fourth Quarter Results: on or before 15th May, 2016
Audited Annual Results:on or before 30th May, 2016
c) Date of Book Closure:
23th day of September, 2015 to 30thday of September, 2015 (both days inclusive)
d) Dividend Payment : No dividend has been recommended for the Financial Year 2014-15.
e) Registered Office & Works : Monnet Marg, Mandir Hasaud, Raipur, Chhattisgarh-492101.
f) Listing of Shares on Stock : The equity shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai and National Stock Exchange.
The Company got itself De-Listed from M.P. Stock Exchange. Annual listing fee for the year 2015-2016 has been paid to Bombay Stock Exchange and National Stock Exchange.
Delisting from Calcutta Stock Exchange
National Stock Exchange of India Ltd. 'Exchange Plaza', Bandra Kurla
Complex, Bandra (E), Mumbai- 400051. e-mail : firstname.lastname@example.org website : www.nseindia.com
Stock Code: MONNETISPA
Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001 e-mail : email@example.com; website : www.bseindia.com
Stock Code; 513446
g) Registrar & Transfer Agent
MCS Share Transfer Agent Ltd VenkateshBhawan, F-65, Okhla Industrial Area, Phase-I, New Delhi - 110 020 Tel.: 011- 41406149 Fax : 01 1- 41709881 Email Address: admin_mcsdel.com
h) Distribution of Shareholding as at 31st March, 2015:
j) Share transfers system
Share Transfer Committee is normally held every 15 days and approves the physical transfers received periodically. Physical Shares sent for transfer are duly transferred within 15-20 days of receipt of documents, if found in order. Shares under objection are in general returned within 15 days. Share Transfer Agents have been authorized to sign the share certificates on behalf of the Company for expeditious disposal of transfer requests.
k) Dematerializations of Shares and liquidity
As at 31st March 2015, 99.35 % of equity capital was held in Electronic form with NSDL and CDSL. Normally, requests of dematerialisation of shares are processed and confirmed within 15 days of receipt to NSDL and CDSL.
Outstanding Convertible Instruments, conversion date and likely impact on equity
The Company has no outstanding convertible instruments
o) Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Pursuant to the provisions of Sections 205A and 205C of the Companies Act, 1956, the dividend which remains unclaimed/unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.
The Company has provided on its website the details of the amounts of dividend lying unclaimed as on 30-9-2014 that can be claimed by the shareholders in compliance of Notification No. G S R 352 (E) dated 10th May 2012 of Ministry of Corporate Affairs. The date of declaration of dividend in respect of Financial Years 2008-09 to 2013-14 and the last date for claiming such dividend is given in the table below:
Shares held in Electronic Form
Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given directly to the DP.
Shares held in Physical Form
Shareholders holding shares in physical form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given to the Company’s RTA viz. MCS Limited, Delhi
q) Address for Correspondence
11, Masjid Moth, Greater Kailash Part-II, New Delhi-110048. Phone: 011-29218542-46 Fax : 011-29218541 e-mail : firstname.lastname@example.org
The information furnished above is certified by Monnet Ispat & Energy Limited to be true, fair and accurate (except in respect of errors in or omissions from documents filed electronically that result solely from electronic transmission errors beyond our control and in respect of which we take corrective action as soon as it is reasonably practicable after becoming aware of the error or the omission). SEBI, the Stock Exchanges or the NIC do not take any responsibility for the accuracy, validity, consistency and integrity of the data entered and updated by it.
Monnet Ispat & Energy Limited