The procedure followed in the decision making process, including channels of supervision and accountability
COMMITTEES OF THE BOARD
To facilitate expeditious consideration and arriving at decisions with focused attention on the affairs of the company, the Board has constituted following committees with distinct role, accountability and authority:
- Audit Committee of Directors
- Shareholders/Investors Grievance Committee
- Remuneration Committee of Directors
- Investment Committee of Directors
- Sale/Purchase Committee of Directors
- Committee of Directors
- Committee of Directors on Personnel Policies
Audit Commitee of Directors
The Audit Committee of the company constituted by the Board, comprises of two independent part time directors and one Govt nominee part time director. The terms of reference of the Audit Committee include overseeing the audit function, reviewing critical findings, ensuring compliance with accounting standards and concurring financial statements before submission to the Board. The role, scope and authority of Audit Committee also includes the requirements under the relevant provisions of Companies Act, 1956 and the listing agreement(s) signed with Stock Exchanges. Company Secretary is the Secretary to the Committee.
Other functional Directors and Statutory Auditor of the Company also attend the meetings to assist the Committee in its deliberations.
Shareholders/Investors Grievance Committee
The Board of Directors has constituted Shareholders/Investors Grievance Committee comprising of non-executive govt. nominee Director (Additional Secretary & Financial Advisor, Deptt. of Commerce, Govt. of India) as Chairperson and CMD, MMTC & Director (Finance), MMTC as its members for resolution of all matters related to grievances of the Shareholders/other investors. The Company Secretary is the Secretary of the Committee and also the compliance officer. This Committee has also since been assigned the role, duties & powers of Share Transfer Committee w.e.f. 12th June 2009.
Remuneration Committee of Directors
The Board of Directors has constituted Remuneration Committee of Directors comprising of Shri H L Zutshi, Independent Director as Chairman and non-executive govt. nominee Directors as its members to perform such functions and duties and exercise such powers as specified in Clause 49 of the Listing Agreement signed with Stock Exchanges and DPE Guidelines dated 26th November 2008. The Company Secretary is the Secretary of the Committee.
Investment Committee of Directors
To facilitate expeditious consideration and deciding on issues relating to investments by MMTC, the Board has also constituted an Investment Committee of Directors comprising of CMD as the Chairman of the Committee and all Functional Directors as members of the Committee. The Company Secretary is the Secretary of the Committee.
Sale/Purchase Committee of Directors
Recognizing that the pace of response is the key for achievement in international trading, the Board has constituted a Sale/Purchase Committee of Directors to facilitate quick deliberations and broadbased consensus approval of various business proposals of value exceeding the powers delegated by the Board to CMD. The Committee comprises of CMD as the Chairman of the committee, all Functional Directors as its members and Company Secretary as the Secretary to the Committee.
Committee of Directors
The Board has constituted a Committee of Directors with CMD as thenChairman of the Committee, all Functional Directors as Members and Company Secretary as Secretary to the Committee. The Board has authorized the committee to consider and approve policy decisions related to MMTC’s functioning as well as the matters related to MMTC promoted projects to the level beyond the powers delegated by the Board to CMD.
Committee of Directors on Personal Policies
The Board has constituted a Committee of Directors on Personnel Policies in March 2010 comprising of Shri H L Zutshi, Independent Director as its Chairman and Mrs. Aruna Makhan (Independent Director), Director (Finance) & Director (Personnel) as its Members to consider and recommend approval of modification/formulation of service rules and other personnel policies, to the Board of Directors. The Company Secretary is the Secretary to the Committee and Chief General Manager (Personnel) & Chief General Manager (Finance) are to assist the Committee wherever required.