REPORT ON CORPORATE GOVERNANCE
Corporate governance broadly refers to the mechanisms, processes and relations by which corporations are controlled and directed. Governance structures and principles identify the distribution of rights and responsibilities among different participants in the corporation (such as the board of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders) and include the rules and procedures for making decisions in corporate affairs. Corporate governance includes the processes through which corporations' objectives are set and pursued in the context of the social, regulatory and market environment. Governance mechanisms include monitoring the actions, policies, practices, and decisions of corporations, their agents, and affected stakeholders. Corporate governance practices are affected by attempts to align the interests of stakeholders
The convergence of governance practices brings to the fore the critical role played by the Board to ensure governance framework enjoins higher level of transparency and effective governance standards to enhance the competitiveness and to protect long term interests of all stakeholders. Corporate Governance, which assumes great deal of importance at Moryo. Moryo is intended to ensure consistent value creation for all its stakeholders. We believes that the governance practices must ensure adherence and enforcement of the sound principles of Corporate Governance with the objectives of fairness, transparency, professionalism, trusteeship and accountability, while facilitating effective management of the businesses and efficiency in operations.
The Board is committed to achieve and maintain highest standards of Corporate Governance on an ongoing basis. The Board has approved and implemented a comprehensive Corporate Governance Manual, containing guidelines covering decision making, authority levels, the policies and processes, which provide an effective and flexible governance framework in the Company realizing the need to ensure an effective mechanism of checks and balances with transparency and accountability as the hallmark.
Board of directors
Moryo has a balanced Board with combination of Executive and Non-Executive Directors to ensure independent functioning and the current composition of the Board is in conformity with Clause 49 (II)(A) of the Listing Agreements. Independent Directors of the Company provide appropriate annual certifications to the Board confirming satisfaction of the conditions of their being independent as laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49. All the members of the Board are eminent persons with considerable expertise and experience in the, finance, accounts and audit etc. The Company is immensely benefited by the range of experience and skills that the Directors bring to the Board.
The composition of the Board is in conformity with the listing requirements as on 31st March 2015.
The details of directors' attendance at Board Meetings, AGM and details of other directorships, committee chairmanships / memberships held by the Directors during the year are as follows:
All Directors and Senior Management Personnel have re-affirmed compliance with the Code of Conduct approved and adopted by the Board of Directors.
Board meetings held
The Board of Directors formulates the broad business and operational policies, periodically reviews the performance and engages itself with strategic issues concerning the Company.
During the year under review, 11 meetings of the Board of Directors were held.
30th April, 2014 30th August, 2014: 3rd December, 2014
30th May,2014 14th October, 2014: 12th February, 2015
21st July, 2014 30th October, 2014: 4th March, 2015
14th August, 2014: 13th November, 2014
The Board Meetings of the Company are governed by a structured agenda. The Board meetings are generally held at the Registered office of the Company at Mumbai. The Managing Director finalizes the agenda of the Board meetings. All major agenda items, backed up by relevant and comprehensive background information, are sent well in advance of the date of the Board meeting(s) to enable the Board members to take informed decision. Any Board Member may, in consultation with the Chairman, bring up any matter at the meeting for consideration by the Board. Senior management personnel are invited from time to time to the Board meetings to make requisite presentations on relevant issues or provide necessary insights into the operations / working of the Company and corporate strategies.
The Board periodically reviews Compliance Reports in respect of various laws and regulations applicable to the Company.
In compliance with the requirements of Clause 49 of the Listing Agreement, SEBI regulations and Companies Act, 2013, Board of Directors of the Company has approved various policies, as detailed herein:
Whistle blower & vigil mechanism policy
As per Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a comprehensive Whistle Blower and Vigil Mechanism Policy has been approved and implemented within the organization. The policy enables the employees and directors to report instances of any unethical act or suspected incidents of fraud or violation of Companies Code of conduct or ethics policy. This Policy (copy of which is uploaded on the website of the Company) safeguards whistleblowers from reprisals or victimization.
Code of conduct
The Company has also adopted a Code of Conduct for the Members of the Board of Directors and Senior Management and all the Directors and senior functionaries as defined in the Code provide their annual confirmation of compliance with the Code. Copy of the Code is available on the website of the Company www.moryoindustries.com. A declaration affirming compliance with the Code of Conduct by the Members of the Board and Senior Management Personnel is given below.
Related party transaction policy
In compliance with the requirements of Clause 49 of the Listing Agreement, the Board of Directors of the Company has approved Rs. a Related Party Transaction Policy, to facilitate management to report and seek approval for any Related Party Transaction Rs. proposed to be entered into by the Company. The said Related Party Transaction Policy can be viewed on www.moryoindustries.com.
Particulars of Meetings of Board Committees held during the year along with details of Directors attendance at such Committee Meeting(s) are detailed herein:
In compliance with the requirements of Clause 49 of the Listing Agreement and Section 149 read with Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met on March 12, 2015 to review performance of the Chairman and other Non Independent Directors, evaluate performance of the Board and review flow of information between the management and the Board.
Details of Board Committees are as mentioned herein:
As at March 31, 2015, the Audit Committee of the Board comprised of three (3) Directors including Mr. Shashikumar Jatwal (Chairman) Independent Director as Chairman and Ms. Deepti Lalwani (Member), Independent Director and Mrs. Geeta Saraf (Member), Non-Executive Director as its Members. Consequent to resignation of Mrs. Geeta Saraf, Mr. Kishor Khandagale (Member) was appointed as member of the Committee.
The Audit Committee reviews the financial accounting policies, adequacy of internal control systems and interacts with the statutory auditors. Besides, the Committee reviews the audit plans, interim and annual financial results, management discussion and analysis of financial condition, observations of the management and external auditors on internal control and follow-up reports of the management.
During the year under review, six (6) meetings of the Audit Committee were held on 28th May, 2014, 22nd July, 2014,13th August, 2014,10th November, 2014, 20th November, 2014, and 9th February, 2015.
Terms of reference
The Terms of reference and role of the Audit Committee are as per guidelines set out in Clause 49 of the Listing Agreement and Section 178 of Companies Act, 2013. The Committee meets periodically and inter alia reviews:
•Accounting and financial reporting process of the Company:
•Audited and Un-audited financial results: risk management policies and reports on internal control system:
•Discusses the larger issues that are of vital concern to the Company including adequacy of internal controls, reliability of financial statements/other management information,
•adequacy of provisions for liabilities and whether the audit tests are appropriate and scientifically carried out in accordance with Company's current business and size of operations:
•Transactions proposed to be entered into by the Company with related parties and approves such transactions including any subsequent modifications thereto:
•Functioning of Whistle Blower & Vigil Mechanism Policy: and
•Recommends proposals for appointment and remuneration payable to the Statutory Auditor, Internal Auditors and Chief Financial Officer.
Nomination & remuneration committee
In compliance with requirements of Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013, during financial year 2014-15, the Board had combined and renamed the existing Remuneration Committee and Nomination Committee as 'Nomination and Remuneration Committee' which comprises of Mr. Shashikumar Jatwal (Chairman) Independent Director as Chairman and Ms. Deepti Lalwani (Member), Independent Director and Mrs. Geeta Saraf (Member), Non-Executive Director as its Members. Consequent to resignation of Mrs. Geeta Saraf, Mr. Kishor Khandagale (Member) was appointed as member of the Committee.
The Nomination and Remuneration Committee has formulated criteria for evaluation of the Board and non-independent directors for the purpose of review of their performance at a separate meeting of the Independent Directors. Further, the Committee has recommended a policy relating to the remuneration of the directors, key managerial personnel and other employees which, inter alia, includes the principles for identification of persons who are qualified to become directors.
The criteria laid down for evaluation of the directors and the remuneration policy, as approved and adopted by the Board, are attached as parts of this report vide Annexure IV.
Terms of reference
The terms of reference of the Nomination and Remuneration Committee include:
•Formulation of guidelines for evaluation of candidature of individuals for nominating and/ or appointing as a Director on the Board including but not limited to recommendation on the optimum size of the Board, age / gender / functional profile, qualification / experience, retirement age, number of terms one individual can serve as Director, suggested focus areas of involvement in the Company, process of determination for evaluation of skill sets, etc.
•Formulation of the process for evaluation of functioning of the Board - individually and collectively and making recommendation as to the Board remuneration including the salary and/or commission payable to the Directors:
•Recommend nominations / appointments to the Board, including Executive Directors /Independent Directors and suggest the terms of such appointments:
•Recommend all elements of remuneration package of Whole-time Directors including increment / incentives payable to them within the limits approved by the Board / Members: and
•Decide and approve issuance of Stock Options, including terms of grant etc under the Company's Employee Stock Option Scheme
The guiding principle of the remuneration policy of the Company is that the remuneration and other terms of engagement / employment shall be competitive enough to ensure that the Company is in a position to attract, retain and motivate right kind of human resource(s) for achieving the desired growth set by the Company's management year on year thereby creating long-term value for all stakeholders of the Company. An extract of the Remuneration Policy approved by the Nomination & Remuneration Committee of the Board has been included as a part of this Annual report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In compliance with Section 178 of the Companies Act, 2013, during financial year 2014-15, the Board had combined and renamed the existing Share Transfer Committee as 'Stakeholders Relationship Committee', which comprises of Mr. Shashikumar Jatwal (Chairman) Independent Director as Chairman and Ms. Deepti Lalwani (Member), Independent Director and Mrs. Geeta Saraf (Member), Non-Executive Director as its Members. Consequent to resignation of Mrs. Geeta Saraf, Mr. Kishor Khandagale (Member) was appointed as member of the Committee.
The Stakeholders Relationship Committee:
>Approves and monitors transfers, transmission, splits and consolidation of securities of the Company,
>reviews the Redressal of grievances / complaints from shareholders and debenture holders on matters relating to Transfer of shares, non-receipt of annual report, dividends, interest etc., and
>Reviews the compliances with various statutory and regulatory requirements.
During the year under review, Stakeholders Relationship Committee met four (6) times on 11th April, 2014, 18th July, 2014 20th October, 2014 10th December, 2014 15th January, 2015 and 23ri April, 2015.
Separate meeting of independent directors
A Separate Meeting of Independent Directors was held on 30th March 2015 without the attendance of non-independent directors and members of management. All the Independent Directors attended the meeting and:
>Reviewed the performance of non-independent directors and the Board as a whole.
>Reviewed the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
>Assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
During the period, there were no transactions materially significant with Company's promoters, directors or management or subsidiaries or their relatives that may have potential conflict with the interests of the Company at large.
Details of Non Compliance by the Company, penalties strictures imposed on the Company by Stock Exchanges or any statutory authority, on any matter related to capital markets, during the last three years - None.
Details of subsidiary and associate companies:
The Company does not have any Subsidiary Company and associate company as on 31st March, 2015.
Policy for prohibition of insider trading:
The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Rs. Directors and employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the Rs. purchase or sale of the Company's shares by the Directors and employees while in possession of unpublished price sensitive information in relation to the Company or its securities.
The Compliance Officer of the company ensures the compliance of the said Code by all the Directors, Senior Management Personnel and employees who likely to have access to unpublished price sensitive information.
General information for members:
I.Annual General Meeting - The 27th Annual General Meeting of the Company will be held on 30th September, 2015 at Axis Bank, Andheri (West), Mumbai - 400053
II.Financial Calendar: Last AGM held on 30/09/2014
First Quarter Results Declared: Second Week of August, 2014
Second Quarter Results Declared: Second Week of November, 2014
Third Quarter Results Declared: Second Week of February, 2015
Fourth Quarter Results Declared: Last Week of May, 2015
III.Book Closure date : 22/09/2015 to 23/09/2015
IV.Dividend payment date : Not applicable
V.a) Listing of Equity Shares: Bombay Stock Exchange
b) Listing fees is duly paid to the Bombay stock exchange Limited as per listing agreement.
VI.a) BSE Scrip Code: 513305
b) Demat ISIN Numbers in NSDL & CDSL INE346M01022 for Equity Shares
DEMATERIALIZATION OF SHARES:
The Company's shares are compulsorily traded in dematerialized form and are available for trading on both the depositories, viz, National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Percentages of Shares held in physical and dematerialized form as on 31st March, 2015 are as follows:
Means of communication:
The Company has promptly reported all material information including declaration of quarterly financial results, press releases, © etc. to all Stock Exchanges where the securities of the Company are listed. Such information is also simultaneously displayed Rs. immediately on the Company's corporate website, www.moryoindustries.com. The quarterly, half yearly and annual financial results and other statutory information were generally communicated to the shareholders by way of an advertisement in a English newspaper viz. 'Financial Express and in a vernacular language newspaper viz. 'Apla Mahanagar (Marathi)' as per requirements of the Listing Agreement. The financial and other information are filed by the Company on NEAPS & Corporate Rs. Filing platforms of NSE and BSE respectively. Rs.
All documents, transfer deeds, demat requests and other communications in relation thereto should be addressed to the R & T Agents at its following address for transfer/dematerialization of shares, payment of dividend on shares, interest and redemption of debentures, and any other query relating to the shares and debentures of the company.
PURVA SHARE REGISTRY (INDIA) PVT LTD
9, Shiv Shakti Industrial Estate J.R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel ( East), Mumbai- 400011
ANY OTHER QUERY: MORYO INDUSTRIES LIMITED
Shop No. 52/A, 1st floor, Om Heera Panna Premises Co. Op Soc. Behind Oshiwara Police Station Andheri (west), Mumbai- 400053 Email: email@example.com Website: www.moryoindustries.com