CORPORATE GOVERNANCE REPORT
(a) Company's philosophy
The Company Firmly believes in and continues to practice good Corporate Governance. The Company's essential character is shaped by the very values of transparency, professionalism and accountability. The Company continuously endeavors to improve on these aspects on an ongoing basis.
(b) Board of Directors
The present strength of board is 9 as on 31st March 2015. The Board of Directors comprises a Managing Director, a Joint Managing Director, two Executive Directors, a women Director and Three independent Directors. During the year, 6 Board Meetings were held on 15.05.2014, 14.08.2014, 16.08.2014, 14.11.14, 11.02.2015 and 30.03.2015.
1. Terms of reference : It oversees the Company's financial reporting process and disclosure of its financial information, to recommend the appointment of statutory Auditors and fixation of their fees, to review and discuss with the Auditors about internal control systems, the scope of audit including the observations of the Auditors, adequacy of the internal audit system, major accounting policies, practices and entries, compliances with accounting standards and listing Agreement entered into with the Stock Exchange and other legal requirements concerning financial statements and related party transactions, if any, to review the Company's financial and risk management policies and discuss with the internal Auditors any significant findings for follow up thereon, to review the Quarterly, Half yearly and Annual financial statements before they are submitted to the Board of Directors.
The Committee also meets the operational management personnel and reviews the operations, new initiatives and performance of the business units. Minutes of the Audit Committee Meetings are circulated to the Members of the Board, discussed and taken note of. The committee performs the functions enumerated in clause 49 of the listing agreement and sec.292 A of the companies Act, 1956. The Chief of financial & Accounts section, statutory auditors & internal auditors are invited in its meetings. The committee met 4 times in the financial year
The audit Committee was formed in 2002 and composition was changed in the year 2013. As on today it comprises 3 Non-executive Directors. The committee met 4 times during the year and the attendance of Members at the Meeting was as follows:
d) Composition of Shareholders/ Investors Grievance Committee:
The committee comprises of Mr. B. M. Banerjee as Chairman and Mr. S. K. Joshi & Mr. Vikram Kabra as other members. Mr. P. D. Somani, Manager Finance & Legal is the compliance officer of the committee.
e) NOMINATION AND REMUNERATION Committee :
The committee met once during the year. It recommends remuneration payable to senior management personals and Board members, which is considered by audit committee and submitted to the Managing Director Except Managing Director, Joint Managing Director and two Executive Directors the remaining independent Directors did not receive any remuneration. The women director was appointed in March end, was not paid any remuneration.
Payment of remuneration to Managing Director, Joint Managing Director, and Executive Directors is governed by the respective agreements executed between them and the company. The Board and the Shareholders approved these agreements.
(e) The Board has delegated the powers to approve transfer of the Share allotted by the Company to a Committee of Senior Executives. The Committee held 6 Meetings during the year and approved the transfer of the shares lodged with the Company.
1. During the year, there were no transactions of material nature with the directors or the management or their relatives that had potential conflict with the interest of the Company.
2. There were no instances of non-compliance on any matter related to the capital markets, during the last three years.
(h) Means of communication:
1. Quarterly Results are published in prominent daily newspapers viz. The Statesman, Orissa, The Utkal Mail, Orissa.
(I) General Shareholders’ Information:
1. Annual General Meeting is to be held at 10.00 A.M. on Wednesday, the 30th September, 2015 at Regd. Office Vill : Jhagarpur, Rajgangpur (Orissa) .
2. Annual results of previous year Middle Of August
Mailing of Annual Reports 1st week of September
First Quarter results Third Week of August
Annual General Meeting Wednesday, 30th September, 2015
Second Quarter results Second Week of November
Third Quarter results Second Week of February
3. Dates of book closure:
From Wednesday, 23rd September, 2015 to Wednesday, 30th September, 2015 (both days inclusive).
4. Listing of Equity Shares at Stock Exchanges:
Shares of the company are listed at Ahmedabad, Bhubneshwar Kolkata and Bombay (BSE).
5. Registrar and Share Transfer Agent:
The Registrar and Transfer Agents of the company is M/s.. MCS Share Transfer Agent Ltd., 12/1/5 Manoharpukur Road, Kolkata – 700 026.
The MCS Share Transfer Agent Ltd., acknowledges and executes transfer of securities, arranges for issue of dividend/ warrants. They also accepts, deals with and resolves complaints from investors.
6. Share Transfer System:
The Company's shares are traded in the Stock Exchanges compulsorily in Demat mode. Shares in physical mode which are lodged for transfer are processed and returned to the shareholders within the stipulated time. The Company adopts the transfer-cum-demat system to facilitate Demat of share
7. Dematerialization of shares:
As on 31st March 2015, 59.31% of the Company's total shares representing 2372599 shares were held in dematerialized form and the balance 40.69% representing 1627401 shares were held in paper form.
8. Investors Complaints status:
During the year 1 (One) complaint from SEBI was received and was duly Cleared. No request for dematerialization / Transfer was pending for Equity Shares as on 31st March 2015. All requests received for transfer, dematerializations etc. were dealt with within stipulated time limit of SEBI / Stock Exchanges.
Investors Grievance Redressal System:
The investor’s grievances against the company are handled by the company's Registrar and Share Transfer Agents, M/s. MCS Ltd. in consultation with the secretarial department of the company. The Registrars have adequate skilled staff with professional qualifications and equipped with advanced computer systems for speedily redressal of investors grievances. The total process of settlement of a complaint right from its receipt to disposal is fully computerized to ensure timely settlement. It normally takes less than 15 days from the date of receipt of the complaint for disposal of investor’s grievances.
Review meeting are held at least once in a month between the officials of MCS and the company to discuss the issue relating to share transfer and allied matters, dematerialization or re-materializations of shares, investors complaint status etc.
Note: Share-holders holding shares in electronic mode should address all correspondences to their respective depository participants.
ISIN No. for Demat of shares is: INE377C01010.
9. Plant Locations:
The Company's plants are located at Rajgangpur (Orissa) and Raigarh (Chhattisgarh).
10. Address for correspondence:
The Company's registered Office is situated at
Vill : Jhagarpur Post : Rajgangpur-770017 (Orissa)
Shareholder correspondence should be addressed to :
MCS Share Transfer Agent LTD.
12/5 manoharpukur Road Kolkata-700026
Tel : 2454-1961, 2474-7674 Fax : 91-33-2474-7674 & 2454-1961
E-mail : firstname.lastname@example.org
11. The Company has adopted the following non-mandatory requirements on Corporate Governance recommended under Clause 49 of the Listing Agreement.
i) The Managing Directors Office is well equipped with required facilities maintained by the Company for use by its non-executive Directors.
ii) The financial performance of the Company is well publicized. Individual communications of half yearly results are not sent to the shareholders.
iii) The Company has not passed any resolution requiring approval of the shareholders by postal ballot.
Your Company attaches considerable importance to good corporate Governance and aspires to build investor confidence, to maximize shareholders long-term value and improved investor protection. Pursuant to clause 49 of the listing Agreement with Stock Exchange & compliance report on Corporate Governance has been annexed as part of the Annual Report.
For and by Order of Board
S. N. Kabra Managing Director
Binod Sharma JT. Managing Director
Dated : The 21st day of August, 2015