REPORT ON CORPORATE GOVERNANCE:
1. Company's Philosophy on Code of Governance:
National Oxygen Limited defines Corporate Governance as a Systematic Process by which companies are Directed and controlled to enhance their wealth generating capacity. Since large corporations employ vast Quantum of social resources, we believe that the governance process should ensure that these companies are managed in a manner that meets stakeholders' aspirations and social expectations.
The basic objective of corporate governance policies adopted by the companies is to attain the highest levels of transparency, accountability and integrity. This objective extends not merely to meet with statutory requirements but also go beyond them by putting into place procedures and systems, which are in accordance with best practice of governance. Your company believes that good corporate governance enhances the trust and confidence of all the stakeholders. Good practice in corporate behaviour helps to enhance and maintain Public trust in companies and stock market.
2. Board of Directors:
Composition and category of Board of Directors
The Board of Directors of the company comprises of Executive, Non-Executive and Independent Directors. In all there are six Directors, two executive, one non-executive and three independent directors. As on 31st March 2014, the composition of the Board of Directors of the Company meets the stipulated requirements of Clause 49 of the Listing Agreement of the Stock Exchanges. The Board is responsible for the management of the business and meets regularly for discharging its role and functions.
Number of Board Meetings Held dates on which held:-
During the financial year 2013-2014 viz., from 1st April 2013 to 31st March 2014 four (4) Board meetings were held on the following dates: 30 May 2013, 12 August 2013, 11 November 2013 and 10 February 2014. The Annual General Meeting was held on 25 September 2013.
The composition and membership on other Boards, Committees of Directors and attendance of Directors at the Board of Directors Meetings held during the Financial Year 2013-2014 and the last AGM held on 25.09.2013 is given below.
3. BOARD COMMITTEES:-A. Audit Committee: Charter:-
The Primary object of Audit Committee of the company is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting.
The Audit committee comprises of the following three Non-Executive Independent Directors of the company:
Terms of reference:
The major terms of reference of this committee are as under:-
v Reviewing with management the financial statements before submission of the same to the Board.
v Overseeing of company's financial reporting process and disclosures of its financial information.
v Reviewing the adequacy of the internal Audit Function
v Recommendation and Removal of Statutory Auditor and Fixation of audit Fees. v Reviewing the Reports furnished by the statutory auditors and ensuring suitable follow up thereon.
B. Remuneration Committee:
The Remuneration Committee comprises of three Non-Executive Directors viz.:
1. Dr. D.M. Mohunta, Chairman of the Committee
2. Shri. P. Siva, Member
3. Shri. Anil Seth, Member
Terms of reference:
The terms of reference of the Remuneration Committee are as per the guidelines set out in the Listing Agreement with the stock exchanges that include determination of the Company's policy on specific remuneration packages for Directors. No meeting of the Remuneration Committee was held during the year.
The remuneration of the Executive Directors is recommended by the Remuneration committee, based on criteria such as industry benchmarks, the Company's performance vis-a-vis the industry and responsibilities shouldered. The Company pays remuneration by way of salary and perquisites to its Executive Directors.
The Non-executive Directors are not paid any remuneration except sitting fees. Further the company has not entered into any pecuniary relationship or transactions with the Non-executive directors.
C. Shareholders/Investors Grievance and Share Transfer Committee: Composition:-
The Shareholders / Investors Grievance and Share Transfer Committee comprises of:
1. Smt. Veena Devi, Chairperson of the Committee
2. Mr. G. N. Saraf, Member
3. Mr. P. Siva, Member
The terms of reference of this committee are as under:-
The shareholders/investor grievance and share transfer committee specifically looks into redressing of shareholder's and investor's complaints such as transfer of shares, non-receipt of shares, non-receipt of declared dividend, non-receipt of annual report and to ensure expeditious share transfers.
Meeting and Attendance of the committee:-
The Committee oversees the performance of share transfer and recommends measures to improve the shareholders/investors service. The said Committee met 10 times during the year 2013-2014.
Shareholders queries received and replied in 2013-2014.
During the Financial Year 2013-2014, 5 complaints were received from shareholders and were replied/redressed to the satisfaction of the investors. There are no complaints pending as on date of this report. There were no share transfers pending registration as at 31st March 2014. In case of any investor complaint, shareholders are requested to address the same to email@example.com.
a. Related Party Transactions: The Company has not entered into any transactions of a material nature with the Promoters, the Directors or the Management, their subsidiaries or relatives, etc, that may have potential conflict with the interests of the Company except those that have been disclosed. The necessary disclosures regarding the transactions are given in the point no. 38 of the Notes to the Accounts.
b)There are no instances of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock exchanges or SEBI or any statutory authority on any matter related to Capital Markets during the last three years.
c)Disclosure on accounting treatment: No differential treatment from the Accounting standards was followed in the preparation of the financial statements.
d)The company does not have a Whistle Blower Policy and no employee has been denied access to approach the audit committee to report any serious concerns.
e)The company has complied with all the mandatory requirements of Clause 49 of the listing agreement and the extent of compliance of the non-mandatory requirements is given in the end of this Report. No money has been raised through Public / Right / Preferential issue during the financial year ended 31st March 2014,
8. Means of Communication:
The quarterly financial results are usually published in the News Today (English) and Maalai Sudar (Tamil) and are also available on the following websites- www.nolgroup.com, www.bseindia.com and www.nseindia.com
9. Management Discussion and Analysis Report:
Management Discussion and Analysis Report forms a part of the Directors Report. (Given in Annexure C).
10. General Shareholders Information:
(i) Date of Annual General Meeting : 12th September 2014
Time : 9.30 a.m.
Venue : Hotel Kanchi, 28, Ethiraj Salai,Egmore, Chennai 600 008.
(ii) Financial Calendar
Results for the quarter ending June 30, 2013 : Within 45 days from the end of the quarter
Results for the quarter ending September 30, 2013: Within 45 days from the end of the quarter
Results for the quarter ending December 30, 2013: Within 45 days from the end of the quarter
Results for the quarter ending March 31, 2014 :Audited Results within 60 days from the end of the quarter
Annual General Meeting :12th September 2014
(iii) Book-Closure Date :
: 6th September to 12th September 2014.
(iv) Listing on the Stock Exchanges
The Equity shares of the Company are listed in the Bombay Stock exchange and Madras Stock Exchange. The company confirms that it has paid annual listing fees to all the stock exchanges for the year 2013-2014.
The shares of the company are also traded in National Stock Exchange through MOU between Madras Stock Exchange and National Stock Exchange.
(vi) Stock Code
: Bombay Stock Exchange 507813 Madras Stock Exchange NATOXYGEN National Stock Exchange NOL
(vii) Registrar and Share Transfer Agents :
M/s.Cameo Corporate Service Limited. "Subramanian Buildings" 1, Club House Road, Chennai- 600 002. Contact No. 044-28460390
Fax No. 044-28460129
(xii) Dematerialisation of shares: The equity shares of the company have been admitted for dematerialization with NSDL and CDSL. The ISIN No. of the Company is INE296D01010. 91.41% of the Company's paid up Equity share capital has been dematerialized up to March 31, 2014.
(xii) Plant locations of the Company:
I. Industrial Gases :
1. Trichy-Pudukottai Road Mathur-622515. Tamil Nadu
2. Pondy-Villupuram Road, Thiruvandarkoil, Pondicherry 605 102.
3. R-5, SIPCOT Industrial Growth Centre Perundurai, near Erode 638 052, Tamil Nadu
II. Windmill :
Location : Brahmanvel, Dhule District, Maharashtra - 424001
(xiii) Address for Correspondence:
National Oxygen Limited Regd. and Administrative Office: 80, (Old No.141) Greams Road, Chennai 600 006.
Phone: 28290707 (4 lines) Fax: (044)28290770 Email: firstname.lastname@example.org
(xiv) E-Mail ID of Investor Grievance redressal cell : email@example.com
10. Non-Mandatory Requirements:
a. Chairman of the Board: The Company maintains the office of the Executive Chairman at its Corporate Office and also reimburses the expenses incurred in performance of duties.
b. The Board has duly constituted a Remuneration Committee under the Chairmanship of Dr. D. M. Mohunta, which determines the remuneration package for Executive Directors.
c. Shareholder Rights: The quarterly financial results are usually published in the News Today (English) and Malai Murasu (Tamil).
d. Audit qualifications: The company has no audit qualifications in the financial statements.
e. Training of Board members: Periodical meetings are held with skilled consultancy agencies for the Board members to appraise them in recent developments and existing laws and practices.
f. Mechanism of evaluating Non-executive directors: Same as above.
g. Whistle Blower Policy: As mentioned earlier, the Company does not have a Whistle blower policy.
11. Code of conduct:
We hereby declare that the code of conduct for all the members of the Board and senior management of the Company has been framed and all Board and senior management have affirmed compliance of the Code.
I, G.N.Saraf, Managing Director of the company, hereby declare that the Board of Directors has laid down a code of conduct for its Board members and senior Management of the company and Board members have affirmed compliance with the said code of conduct. The code of conduct is posted on the website of our company at www.nolgroup.com.
for National Oxygen Limited,