REPORT ON CORPORATE GOVERNANCE
(Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Régulations, 2015) The Directors present the Company's Report on Corporate Governance for the year ended 31st March, 2016.
Company's Philosophy on Code of Governance
The Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder's expectations. The management of the Company aims to conduct the business in a fair and transparent manner to meet the obligations of its stakeholders and business partners. A Report on compliance with the principles of Corporate Governance as prescribed by The Securities and Exchange Board of India (SEBI) in Chapter IV read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Regulations") is given below:
Board of Directors
Composition and size of the Board
The present strength of the Board is 7 (seven) Directors. The Board comprises of optimum combination of Executive and Non-Executive Directors. The Chairman is Executive Chairman and Managing Director and two other Directors are non-Executive Directors. Also there are four Non-Executive and Independent Directors out of which one is a Woman Director. The Board operates within the framework of a well defined responsibility matrix which enables it to discharge its fiduciary duties of safeguarding the interests of the Company.
The Board has in place all mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. The roles and functions of these committees are defined in accordance with the regulatory framework.
Board Meetings and Attendance
During the year under review, five Board Meetings were held i.e. on 25th May, 2015, 17thJuly, 2015, 19th October, 2015, 11th February, 2016 and 21st March, 2016.
The Directors are not related to each other as defined under Section 2(77) of the Companies Act, 2013.
The familiarization programme of the Directors can be accessed at <http://www.mysorepetro.com/corporate-governance>
The Audit Committee meets regularly as required and exercises its powers in accordance with the framework defined by the Board. The terms of reference of the Audit Committee are as set out by the Board which is in accordance with the provisions of Regulation 18 of the SEBI Listing Obligations and Section 177 of the Companies Act, 2013. The Audit Committee provides its observations and recommendations to the Board to enable it to arrive at informed decisions which relates primarily to overseeing the financial statements and its reporting process, internal audit reports, appointment of Auditors, transactions with related parties, reviewing the adequacy and evaluation of internal financial controls, etc.
During the year, four meetings were held i.e. on 25th May, 2015, 17th July, 2015, 19th October, 2015 and 11th February, 2016 and which were attended by majority of the members of the Committee. There were no changes in the constitution of the Audit Committee. The details of composition are given below:
The Company Secretary acts as the Secretary of the Committee. The Audit Committee generally invites the Statutory and Internal Auditors and other Senior Executives for its meetings.
The Chairman of the Audit Committee was not present at the last AGM of the Company held on 24th August, 2015 due to pre-occupations.
Nomination and Remuneration Committee
The role of the Nomination and Remuneration Committee as defined by the Board is based on the stipulations of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.
The Committee oversees the matters relating to appointment of directors, key managerial personnel, senior management level employees, recommending to the Board the remuneration and other related benefits of the executive directors and senior management employees, determining the term of the directors, recommending to the Board and the shareholders the appointment of directors, evaluating the re-appointment and determining whether to extend the tenure of the independent directors, etc.
During the year, two meetings were held on 25th May, 2015 and 17th July, 2015. There were no changes in the constitution of the Committee. The details of composition and attendance are given below:
Meetings and Attendance
The Company Secretary acts as the Secretary of the Committee.
Performance evaluation criteria of independent directors
The evaluation criteria laid down by the Nomination and Remuneration Committee contains different parameters for the evaluation of the performance of the Board, its committees and Directors (including Independent Directors). The criteria for the evaluation were designed from the point of discharge of the key responsibilities, attendance at the meetings, directors' contribution, board functioning, etc.
All the Directors carried out the performance evaluation. The Independent Directors evaluated the performance of non-independent directors, the Board as a whole and Chairman. The performance evaluation of independent directors was done by the entire Board members in which the independent directors who were being evaluated did not participate.
Remuneration of Directors
The Remuneration Policy of the Company strives to ensure that the level and composition of the remuneration is reasonable and sufficient to attract, retain and motivate the best talent commensurate with the size of the Company and that it involves a balance between fixed and incentive pay reflecting short and long-term performance objectives.
The non-executive directors of the Company are entitled only for the sitting fees for each meeting of the Board/Committees attended by them. During the year, there was no transaction or any other pecuniary relationship with the non-executive directors.
The details of remuneration of the Managing Director (MD) is disclosed in Annexure - D to the Board Report. There are no performance linked incentives payable to the Directors.
The service contracts entered into with the MD is for a period of 5 years each i.e. upto 30th June, 2018. The contract can be terminated by either party at 3 months' notice without any severance fees.
Stakeholders' Relationship Committee
The Shareholders' Relationship Committee meets as and when required and reviews all matters relating to the resolution of the investors grievances viz. transfer of shares, non-receipt of annual report, non-receipt of dividends, issue of duplicate share certificates, etc.
The investor grievances are being attended by M/s Bigshare Services Pvt. Ltd., Registrar and Transfer Agent (RTA) administered under the supervision of the Company Secretary and a periodical report on the same is being presented before the Committee.
Means of Communication
Quarterly results :The quarterly results are announced within 45 days of the end of the quarter whereas the annual results are announced within 60 days of the end of the financial year. The results are available on the website of the stock exchange.
Newspapers where published :The results are generally published in Financial Express, Mumbai and Hosadigantha, Bengaluru
Website where displayed www.mysorepetro.com
Whether website displays the official news release Yes
Presentation to institutional investors/analysts No.
Annual General Meeting Date, Time and Venue:
Tuesday, 23rd August, 2016 at 12.30 p.m. at Woodlands Hotel, 5, Raja Rammohan Roy Road, Bengaluru – 560 025.
Financial year :
1st April to 31st March
Dividend Payment Date :
On or after 28th August, 2016
Name and address of stock exchanges :
The equity shares of the Company are listed on:
The listing fees for the year 2016-17 has been paid to the stock exchange.
Stock Code : BSE - 506734
Date of Book Closure :
The share transfer books and the Register of Members will be closed from 17th August, 2016 to 22nd August, 2016 (both days inclusive).
Registrars & Share Transfer Agents :
M/s Bigshare Services Pvt. Ltd.,
E-2/3 Ansa Industrial Estate, Saki Vihar Road, Sakinaka,Andheri (E), Mumbai 400 072.
Contact person – Ms. Ujata Pokharkar
Tel No.: (91) 022-40430200 | Fax No.: (91) 022-28475207 E-mail : email@example.com
Share Transfer System :
By the Registrars & Share Transfer Agents in compliance of the provisions in this regard.
Dematerialisation of shares and liquidity
94.89 % of the shares are held in dematerialised form as at 31st March 2016 The shares of the Company are freely tradable on the stock exchanges
T-1, MIDC Industrial Area, Taloja 410 208, Dist. Raigad, Maharashtra
Address for correspondence
401, Raheja Centre, 214, Nariman Point, Mumbai - 400 021 Phone : (91) 022-30286100 E-mail-
Other Disclosures Related party transactions
There are certain existing long term contracts which are at arm's length and in the ordinary course of business. Approval of the Audit Committee and Board of Directors has been obtained. However as they are material related party transactions as defined under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shareholders approval is being sought at the forthcoming Annual General Meeting.
Strictures and Penalties
The Company has been in compliance with the erstwhile Listing Agreement and now SEBI Listing Obligations and no penalties or strictures were imposed by the stock Exchange or SEBI or by any other authority on any matters related to capital markets during the last three years.
Vigil Mechanism/Whistle Blower Policy
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and it provides its employees a channel for the reporting of genuine concerns about unethical behaviour, actual or suspected or misconduct without fear of punishment or unfair treatment.
The mechanism provides for adequate safeguards against victimization and direct access to the Chairman of the Audit Committee in exceptional cases. The Company Secretary of the Company is the Vigilance Officer who can be approached to report the concern. During the year, no employee has been denied access to the Audit Committee.
The Company has been complying with all mandatory legislations including but not restricted to Accounting Standards, Secretarial Standards, Internal Financial Controls, Code of Conduct, Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, Corporate Social Responsibility, etc.
Adoption of non-mandatory requirements
The Company has adopted the following non-mandatory requirements: The financial statements of the Company contain an unmodified audit opinion.
The report of the Internal Auditor is placed before the Audit Committee meeting and they are invitees to the meeting. The Company do not have any material subsidiary.
The Policy on related party transactions is available at <http://www.mysorepetro.com/corporate-governance> The Company do not have any shares lying in the demat suspense account /unclaimed suspense account.