The Company strongly believes in ethical way of conducting business. The Company upholds its relationship with the society and hence its social responsibility for environmental safety and human welfare.
Corporate governance to the company is not just a compliance issue but central guiding principle for everything it does. It’s a way of thinking, way of conducting business and a way to steer the organization to take on challenges for now and for the future.
BOARD OF DIRECTORS:
As at the year end March 31, 2012, the Board of Directors of the Company comprised of seven Directors; Two Executive Directors and five Non-Executive Directors out of which four are Independent Directors. Among the two Executive Directors; one is the Executive Chairman and the other is Managing Director. The Company is in compliance with the requirement of at least half of the Board comprising of Independent Directors as the Chairman of the Board is an Executive Director and a Promoter.
There is no Nominee Director on the Board of the Company.
Code of Conduct:
The Board has laid down a Code of Conduct for all Board members and Senior Management personnel of the Company, which has been posted on the website of the Company www.mercator.in
Pursuant to the provisions of Section 292(A) of the Companies Act, 1956 and Clause 49 of the Listing Agreements, the Company has a qualified and independent Audit Committee. As at March 31, 2012, the Committee comprised of three Independent Non-Executive Directors and one Executive Promoter Director. Mr. Manohar Bidaye, Senior member of Institute of Company Secretaries of India is the Chairman of the Committee; other members being Mr. K. R. Bharat, MBA from Indian Institute of Management; Mr. M. G. Ramkrishna, a veteran from the banking & finance industry; and Mr. Atul J. Agarwal, Fellow member of Institute of Chartered Accountants of India, a Head of finance division and Managing Director of the Company having a sound accounting and financial background. Chief Financial Officer as well as General Manager (Finance & Accounts) along with the Internal Auditors and Statutory Auditors are always invitees to the Audit Committee Meeting. All other Functional Heads/Managers are invited to attend the meeting, as and when necessary. Mr. Manohar Bidaye, Chairman of the Audit Committee was present at the last Annual General Meeting to answer the shareholder queries. The Committee is vested, inter alia, with following powers and terms of references as prescribed under relevant provisions of the Companies Act, 1956 and Stock Exchanges Listing Agreement.
- To investigate any activity within its terms of reference.
- To seek information from any employee.
- To obtain outside legal or other professional advice.
- To secure attendance of outsiders with relevant expertise, if it considers necessary.
Terms of Reference:
The Audit committee reviews the reports of the Internal Auditors and the Statutory Auditors periodically and discuss their findings and suggest the corrective measures. The role of the Audit Committee is as follows: -
- Overview of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
- Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
- Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
- Reviewing, with the management, the annual/quarterly financial statements before submission to the board for approval, with particular reference to:
a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of
clause (2AA) of Section 217 of the Companies Act, 1956.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by the management.
d) Significant adjustments made in the financial statements arising out of the audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
5A.Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority
of the official heading the department, reporting structure coverage and frequency of internal audit.
8. Discussion with internal auditors on any significant findings and follow up there on.
9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit, as well as, post-auditdiscussion to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non
payment of declared dividends) and creditors.
12. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
12A. Approval of appointment of CFO( i.e. the whole-time finance director or any other person heading the finance function and
discharging the function) after assessing the qualifications, experience & background etc. of the candidate.
13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Company has Remuneration Committee comprising of three Non-executive Independent Directors. Mr. Manohar Bidaye is the Chairman of the Committee with Mr. K.R. Bharat and Mr. M. G. Ramkrishna being other members as at March 31, 2012. The committee, on behalf of the Board and the shareholders, determines, with agreed terms of reference, the Company's policy on specific remuneration packages for Executive Directors and Senior Management personnel including pension rights and any compensation payment. This Committee also acts as a Remuneration Committee under Schedule XIII and as Selection Committee under Section 314; of the Companies Act, 1956.
Two meetings of Remuneration Committee were held during the year that were attended by all the Directors.
The Company has Expansion Committee comprising of two Executive Directors viz. Mr. H. K. Mittal & Mr. Atul Agarwal and one Non-executive Independent Directors viz. Mr. K.R. Bharat.
The Committee is authorized to assess the business opportunities and take the decisions from time to time on expansion/modernization/diversification projects; means of finance and other related matters, within the limits sanctioned by the Board. During the year five meetings were held, that were attended by all the Directors.
ESOP COMPENSATION COMMITTEE:
The Company has ESOP Compensation Committee of Directors comprising of two Executive Directors viz. Mr. H. K. Mittal & Mr. A. J. Agarwal and two Non-executive Independent Directors viz. Mr. Manohar Bidaye & Mr. M. G. Ramkrishna, to implement the Employee Stock Option Scheme 2010 that was approved by the members of the Company at their EOGM held on October 28, 2010.
The Committee is authorized to formulate entire Employee Stock Option scheme; to carry out process of determining eligibility criteria; to issue and allot the shares and to do all acts, deeds, things, matters as may be required in this regard, in accordance with the provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. However no ESOPS were issued and no meeting was held during the year.
SHAREHOLDERS'/ INVESTORS' GRIEVANCES COMMITTEE:
The Company has Shareholders'/Investors' Grievances Committee comprising of one Executive Director and two Non-executive Directors to look after share transfer and other related matters, including the shareholders' grievances. Mr. Manohar Bidaye, is the Chairman of the Committee with the other members being, Mr. Atul Agarwal and Mr. K. R. Bharat. The Committee normally meets fortnightly and looks into the shareholder & investor grievances that are not settled at the level of the Company Secretary/Compliance Officer and helps to expedite share transfers & related matters. The committee has delegated power of transfer/transmission; dematerialisation/ rematerialisation of shares; issue of duplicate/split/consolidated certificates to the Registrar and Transfer Agents to expedite relative process.
ANNUAL GENERAL MEETING
Twenty Eighth Annual General Meeting is scheduled to be held on Wednesday, August 29, 2012 at M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K. Dubhash Marg, Kala Goda, Mumbai-400001 at 2.30 pm
DATES OF BOOK-CLOSURE:
The Share Transfer Books and Register of Members of the Company will remain closed from Wednesday, August 22, 2012 to Wednesday, August 29, 2012 (both days inclusive).
MEANS OF COMMUNICATION:
Quarterly/yearly results are normally published into Financial Express and Mumbai Lakshadweep. The audited annual accounts are posted to every member of the Company. Quarterly shareholding distribution and quarterly/yearly results submitted to the Stock Exchanges are posted on the website of the Company www.mercator.in. The Company also displays official news releases on its website i.e. www.mercator.in The Company has created an email id firstname.lastname@example.org to facilitate redressal of investors’/ shareholders’ grievances.
The presentations if any, made to institutional investors/analysts through personal meetings are also displayed on website of the Company and submitted to the Stock Exchanges simultaneously.
Registrar and Transfer Agents and Share Transfer System:
Link Intime India Private Limited having their office at C-13, Pannalal Silk Mills Compound, LBS Road, Bhandup (W), Mumbai - 400 078 (Tel No.91-22-25963838) are the Registrar and Transfer Agents (RTA) as also the registrar for electronic connectivity. Entire functions of Share Registry, both for physical transfer, as well as, dematerialization/ rematerialization of shares, issue of duplicate / split / consolidation of shares is being carried out by the RTA at their above address.
The correspondence regarding query of dividends shall be addressed to Compliance Officer at the registered office of the Company.
Address for correspondence:
Mr. Deepak Dalvi – Compliance Officer
3rd Floor, Mittal Tower, B-wing,
Nariman Point, Mumbai-400 021
Tel Nos: 91-22-66373333
Fax Nos: 91-22-66373344
E-mail:email@example.com / firstname.lastname@example.org
Corporate Social Responsibilities (CSR)
Mercator strongly believes that Corporate Social Responsibility as a philosophy and approach can help bring together different sectors of the society and provide equal opportunities for development.
As a responsible Corporate; Mercator always endeavours to adopt responsible social business practices. Mercator governance systems do not allow its business practices to be abusive, unfair, corrupt or anti-competitive.
Mercator has always been responsive towards all its stakeholders. Mercator is focussed and committed to protect self, colleagues, equipments, stakeholders, society, and environment. The following are the initiatives and activities under taken by Mercator during the year ended March 31, 2012:
CSR towards Society:
Creating Career Opportunities, Aids to Weaker Section and Providing training & Education:
- Mercator extend support to the financially incapable candidates aspiring for career in Shipping but who are financially incapable to pursue; by extending financial support for completion of courses as well as securing placements after passing out. In this direction, Mercator is also associated with Prem Punita Foundation, a platform created by our Chairman Mr. H. K. Mittal to reach out to the weaker section of the society in the field of education. Prem Punita Foundation is a registered charitable Trust. The Foundation aims at enhancing and actualizing career opportunities for the weaker section of the society in the ever-growing marine industry. Mr. H. K. Mittal heads the Foundation as its Chief Trustee and is assisted by a senior Trustees.
- The Foundation is presently developing an effective environment for nurturing minds for a career in the marine industry.
- Mercator has been regularly extending support to local social and charitable organisation for their philanthropic, charitable and social activities, thereby participating in social celebration and good causes.
CSR towards Environment & Energy Conservation:
- On board of our vessels, we adopt HSSE Management System and Procedures to ensure safe, secure and healthy working environment by training our staff continuously with the latest technology to ensure high levels of maintenance. Internal audits and checks are held regularly to ensure that our assets comply with international regulations to protect the environment.
- All our vessels are IMO Rules and Regulations compliant which ensures lesser consumption of energy and water. On our FSOs, we have installed Reverse Osmasis Plant for converting sea water into fresh water so that scarce fresh water on shore can be saved. Using fuel with lesser sulphur content to minimise oxide of sulphur and installing equipments to reduce Nitrogen Oxide (NOX)/Sulphur Oxide (SOX) are some of our majors that helps to protect environment to some extent. On shore; its our endeavour to save water and energy by way of putting ACs on 24degree Celsius; using power saver lights; putting switches off whenever not required etc.
CSR towards Investors:
We aim to maintain high levels of transparency and disclosure through regular communication with our investors. On a timely basis we disseminate our financial information through Stock Exchange in due compliance with Listing agreement. We also issue news releases giving briefs on performance and outlook. We also respond to teleconference calls/one to one meeting as requested by research and analysts on financial results. We practice prompt and timely disclosure of any price sensitive developments in the Company. To facilitate better accessibility for investor queries; we have designated e-mail ID and also provide our contact details in our website, annual reports etc. We are focussed to strengthen our investor relations framework to better serve the needs of the investor community.
CSR towards Employees:
Mercator always thrives towards care and betterment of its valuable Human Resources. We follow best possible human resource policies and practices for the benefit and betterment of our employees, without any prejudice based on their religion, caste, race, marital status, gender, disability, sexual orientation, age, ethnic origin, nationality, etc. With this as a foundation, Mercator has incorporated developmental HR systems, encourage talented and competent people through individual guidance, corporate training and well defined career paths. We have a well defined Code of Conduct for our associates in consistent with our values and ethics.
Mercator is committed to human rights of our employees and treat all employees with utmost dignity and ensuring a work environment, free of any forms of harassment. Our employee policies as well as our practices reflect our strong ethical values and the respect and fairness to all employees. We strongly believe that our associates are our greatest assets and the key to the success of our organization.
CSR Initiatives at Group Level:
Our Singapore Stock Exchange (SGX) listed subsidiary Mercator Lines (Singapore)(MLS) has designated CSR Committee and organises its own programmes as well as participates in other programmers’ in support of social causes.