NMDC LIMITED

cmyk

cmyk

3

Vinod Kumar ThakralDirector

E.K. Bharat BhushanDirector

(Upto 29.04.2013)

J.P. ShuklaDirector

(Upto 18.10.2012)

Board of Directors

S. ThiagarajanDirector (Finance)

C.S. VermaChairman-cum-Managing Director

N.K. NandaDirector (Technical)

Kumar RaghavanCompany Secretary & ED (L&CC)

Syedain AbbasiDirector

R.N. AgaDirector

As on 23.08.2013 (date of Printing)

Subimal BoseDirector (Production)

S.K. DasDirector (Commercial)

Rabindra SinghDirector (Personnel)

Dronadeb RathDirector

S.J. SibalDirector

Dr. Noor MohammadDirector

Vinai Kumar AgarwalDirector

Arvind MahajanDirector

(Upto 31.03.2013)

Parminder Hira MathurDirector

Mahesh ShahDirector

NMDC LIMITED

51

Report on Corporate Governance

1. A brief statement on Company's philosophy

NMDC, a Navaratna Company, believes in financial prudence, customer satisfaction, transparency,

accountability and commitment to values. The good governance it practices is based on its stated

belief and the guidelines of the Government of India issued from time to time should go a long way

in enhancing value for all those who are associated with the Company: shareholders, customers,

suppliers, creditors, Government of India, State Governments, Governmental agencies/departments and

the society at large.

The Board of Directors at their 427th meeting have approved the Policy on Corporate Governance.

2. Board of Directors

As on 31st March, 2013 the Board of NMDC comprises of a full time Chairman-Cum-Managing

Director and five Functional Directors, two Government Nominee Directors and eight Non-Executive

(Independent) Directors.

a. Composition and category of Directors:

Whole-time Directors

i) Shri C.S. Verma, Chairman-cum-Managing Director (w.e.f. 25.05.2012)

ii) Shri N.K. Nanda, Chairman-cum-Managing Director (from 01.01.2012 upto 24.05.2012)

iii) Shri N.K. Nanda, Director (Technical)

iv) Shri S. Thiagarajan, Director (Finance)

v) Shri S. Bose, Director (Production)

vi) Shri S.K. Das, Director (Commercial)

vii) Shri Rabindra Singh, Director (Personnel)

Government of India nominee Directors

i) Shri S.Machendranathan, Additional Secretary & Financial Adviser (AS&FA), Ministry of Steel

(upto 16.07.2012)

ii) Shri E.K. Bharat Bhushan, Special Secretary & Financial Adviser (AS&FA), Ministry of Steel

(w.e.f. 26.07.2012)

iii) Shri U.P. Singh, Joint Secretary, Ministry of Steel (upto 16.07.2012)

iv) Shri J.P. Shukla, Joint Secretary, Ministry of Steel (from 30.07.2012 to 18.10.2012)

v) Shri Syedain Abbasi, Joint Secretary, Ministry of Steel (w.e.f. 18.10.2012)

Annexure - III

ANNUAL REPORT 2012-13

52

Independent Directors

i) Shri Y.K. Sharma (upto 18.06.2012)

ii) Shri Abdul Kalam (upto 18.06.2012)

iii) Shri K.S. Raju (upto 18.06.2012)

iv) Lt. Gen. (Retd.) Arvind Mahajan (upto 31.03.2013)

v) Shri R.N. Aga

vi) Mrs. Parminder Hira Mathur

vii) Shri D. Rath

viii) Shri S.J. Sibal

ix) Dr. Noor Mohammad (w.e.f. 26.11.2012)

x) Shri Vinai Kumar Agarwal (w.e.f. 26.11.2012)

xi) Shri Mahesh Shah (w.e.f. 26.11.2012)

The Chairman-Cum-Managing Director and Functional Directors are appointed by Government

of India for a period of five years or till the age of superannuation or until further orders whichever

is earlier. The Directors are initially appointed by the Board as Additional Director in terms of

the provisions of Section 260 of the Companies Act, 1956 and thereafter by the shareholders

in the Annual General Meeting. The appointment may, however, be terminated by either side

on three months notice or on payment of three months salary in lieu thereof.

Government Nominee Directors representing Ministry of Steel, retire from the Board on ceasing

to be official of Ministry of Steel, Government of India.

Non Executive Directors (Independent) are normally appointed for a tenure of 3 years.

As on the date of the Report, the composition of the Board of NMDC is in conformity with

Clause 49 of the Listing Agreement and DPE guidelines on Corporate Governance.

b. BOARD MEETINGS

Board Meeting Procedure:

The Board Meetings are convened by giving appropriate advance notice after seeking approval

of the Chairman of the Board / Committee as the case may be. In order to address specific urgent

needs, meetings are also convened at a shorter notice. Resolutions are also passed by way of

circulation in the eventuality of exigencies or urgency.

Detailed agenda note are circulated in advance to the Board Members for facilitating meaningful,

informed and focused decision at the meeting. In case of special and exceptional circumstances,

additional / supplemental agenda item(s) are also permitted.

NMDC LIMITED

53

Information placed before the Board of Directors

The Board of Directors has complete access to information within the Company. The information

inter alia, regularly supplied to the Board includes:

Annual Operating Plans and Budgets and any updates.

Capital Budget, Revenue Budget and any updates.

Quarterly / Annual Results of the Company.

Minutes of Meeting of Audit Committee and other Committees of the Board.

Minutes of the Meeting of Board of Directors of Subsidiary Companies.

Major Investments in Subsidiaries, Associates, Joint Ventures and Strategic Alliances.

Disclosure of Interest by Directors and other statutory items.

Major expansion plans of the Company.

Any significant development in Human Resources / Industrial Relation.

Attendance of each Director at the Board Meeting and the last AGM

Sl. Name of the Director No. of Board No. of Board Last AGM

No. Meetings held Meetings attended Attended

1 Shri C.S. Verma

Chairman-cum-Managing Director

(w.e.f. 25.05.2012) 13 13 YES

2 Shri N.K. Nanda

Chairman-cum-Managing Director

(upto 24.05.2012) 1 1 YES

3 Shri N.K. Nanda

Director (Technical) 13 12 YES

4 Shri S. Thiagarajan

Director (Finance) 14 13 YES

5 Shri S. Bose

Director (Production) 14 14 YES

6 Shri S.K. Das

Director (Commercial) 14 14 YES

7 Shri Rabindra Singh

Director (Personnel) 14 14 YES

ANNUAL REPORT 2012-13

54

8 Shri S. Machendranathan

(upto 16.07.2012) 3 3 NA

9 Shri E.K. Bharat Bhushan

(w.e.f. 26.07.2012) 11 10 NO

10 Shri U.P. Singh

(upto 30.07.2012) 3 3 NA

11 Shri J.P. Shukla

(from 30.07.2012 to 18.10.2012) 4 4 YES

12 Shri Syedain Abbasi

(w.e.f. 18.10.2012) 7 7 NA

13 Shri Y.K. Sharma 2 2 NA

(upto 18.06.2012)

14 Shri Abdul Kalam 2 2 NA

(upto 18.06.2012)

15 Shri K.S. Raju 2 2 NA

(upto 18.06.2012)

16 Lt. Gen.(Retd.) Arvind Mahajan 14 13 YES

(upto 31.03.2013)

17 Shri R.N. Aga 14 13 YES

18 Mrs. Parminder Hira Mathur 14 14 YES

19 Shri D. Rath 14 13 YES

20 Shri S.J. Sibal 14 11 YES

21 Dr. Noor Mohammad

(w.e.f. 26.11.2012) 6 6 NA

22 Shri Vinai Kumar Agarwal

(w.e.f. 26.11.2012) 6 6 NA

23 Shri Mahesh Shah

(w.e.f. 26.11.2012) 6 6 NA

Sl. Name of the Director No. of Board No. of Board Last AGM

No. Meetings held Meetings attended Attended

NMDC LIMITED

55

c. Number of other Boards or Board Committees in which he / she is a Member or Chairperson

Sl. Name of the Director No. of Directorship and Committee

No. Membership / Chairmanship

Other Committee Committee

Directorship Membership Chairmanship

1 Shri C.S. Verma 2 1 1

Chairman-cum-Managing Director(w.e.f. 25.05.2012)

2 Shri N.K. Nanda 9 2 NilDirector (Technical)

3 Shri S. Thiagarajan 6 2 NilDirector (Finance)

4 Shri S. Bose 2 2 NilDirector (Production)

5 Shri S.K. DasDirector (Commercial) 1 1 Nil

6 Shri Rabindra Singh 1 Nil NilDirector (Personnel)

7 Shri S. Machendranathan 8 Nil Nil(upto 16.07.2012)

8 Shri E.K. Bharat Bhushan 6 Nil Nil(w.e.f. 26.07.2012)

9 Shri U.P. Singh 3 Nil Nil(upto 30.07.2012)

10 Shri J.P. Shukla 1 Nil Nil(from 30.07.2012 to 18.10.2012)

11 Shri Syedain Abbasi 1 Nil Nil(w.e.f. 18.10.2012)

12 Shri Y.K. Sharma Nil 3 2(upto 18.06.2012)

13 Shri Abdul Kalam 1 Nil Nil(upto 18.06.2012)

14 Shri K.S. Raju Nil 1 Nil(upto 18.06.2012)

15 Lt. Gen.(Retd.) Arvind Mahajan 3 2 2(upto 31.03.2013)

16 Shri R.N. Aga Nil 1 Nil

17 Mrs. Parminder Hira Mathur Nil 1 Nil

18 Shri D. Rath 2 1 Nil

ANNUAL REPORT 2012-13

56

19 Shri S.J. Sibal 3 Nil Nil

20 Dr. Noor Mohammad Nil Nil Nil

(w.e.f. 26.11.2012)

21 Shri Vinai Kumar Agarwal 2 1 Nil

(w.e.f. 26.11.2012)

22 Shri Mahesh Shah 2 Nil Nil

(w.e.f. 26.11.2012)

Notes:

i) Excluding Private Limited Companies, Foreign Companies and Section 25 Companies.

ii) Membership / Chairmanship of only the Audit Committee, Shareholders' Committee, Investor Grievance

Committee of all Public Limited Companies (Explanation to clause 49(C) of the Listing Agreement).

Committee Membership of NMDC is also included.

iii) Directors are not inter se related to each other.

d. No. of Board Meetings held, dates on which held.

During the year 2012-2013, fourteen (14) Board meetings were held, the details of which are given

below:

S.No. Board Meeting Board Meeting Board Strength No. of Directors

No. Date Present

1 446 16.04.2012 15 13

2 447 28.05.2012 16 16

3 448 29.06.2012 13 13

4 449 13.08.2012 13 12

5 450 21.08.2012 13 13

6 451 20.09.2012 13 12

7 452 08.10.2012 13 12

8 453 07.11.2012 13 12

9 454 06.12.2012 16 16

10 455 02.01.2013 16 14

11 456 11.01.2013 16 16

12 457 02.02.2013 16 15

13 458 13.02.2013 16 16

14 459 02.03.2013 16 16

Sl. Name of the Director No. of Directorship and Committee

No. Membership / Chairmanship

Other Committee Committee

Directorship Membership Chairmanship

NMDC LIMITED

57

Brief Resume / profiles of the Directors and expertise in specific functional areas forms part of the

Annual Report.

3. Audit Committee

i. Brief description of terms of reference

The role of the Audit Committee shall include the following:

Oversight 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 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 financial statements before submission to the

Board for approval, with particular reference to:

Matters required to be included in the Directors' Responsibility Statement to be

included in the Board's report in terms of clause (2AA) of Sec 217 of the Companies

Act, 1956.

Changes, if any, in accounting policies and practices and reasons for the same.

Major accounting entries involving estimates based on the exercise of judgment by

management.

Significant adjustments made in the financial statements arising out of audit findings.

Compliance with listing and other legal requirements relating to financial statements.

Disclosure of any related party transactions.

Qualifications in the draft audit report

Reviewing, with the management, the quarterly financial statements before submission to

the Board for approval.

Reviewing with the management, the statement of uses/application of funds raised through

an issue (public issue, rights issue etc) the statement of funds utilized for the purposes other

than those stated in the offer document/prospectus/notice and the report submitted by the

monitoring agency the utilization of proceeds of a public or right issue and making

appropriate recommendation to the Board to take up the steps in the matter.

Reviewing with the management, performance of statutory and internal auditors and adequacy

of the internal control systems.

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.