REPORT ON CORPORATE GOVERNANCE
in compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, the Company's policies on the Corporate Governance and due Compliance report on specific areas wherever applicable for the financial year ended 31st March 2014 is given hereunder:
1. CORPORATE GOVERNANCE PHILOSOPHY
The company believes in positive Corporate Governance to protect the shareholder values. The management of the company recognizes the growing role of the sound process of Corporate Governance in protection of shareholders value. The company, inspite of low key operation of the company, has strived to comply with the corporate governance requirements to the extent and level possible,
2, BOARD OF DIRECTORS
COMPOSITION OF BOARD AND CATEGORY:
The Board of Directors of the Company have an optimum combination of Executive and Non-executive Directors and is in conformity with the provisions of Clause 49 of the listing agreement^} entered with the Stock Exchange(s) by the Company, It comprises of following Directors:
(a) Two (2) Promoter Directors (i.e. 50% of total strength)
(b) Two (2) Non-Executive Independent Directors (i.e. 50% of total strength).
Number of Board meetings held with dates
Six Board meetings were held during the year, as against the minimum requirement of four meetings.
Further, on basis of declaration received from Directors as on 31st March, 2014, none of the Directors on the Board are Members of more than ten (10) Committees or Chairman of more than five (5) Committees across ail the public companies in which they are Directors.
3. Audit Committee
The Audit Committee currently comprises three members, who are directors on the board. The terms of reference of this committee are very wide. Besides having access to all the required information from within the company, the committee can obtain external professional advice whenever required. The committee acts as a link between the Statutory Auditors and the Board of Directors of the Company. It is authorized to select and establish accounting policies, review reports of the Statutory Auditors and meet with them to discuss their findings, suggestions, and other related matters, The Committee has a full excess to the financial data and to the members of the Companies Staff. The committee reviews the quarterly and half yearly financial statements before they are submitted to the Board. The Primary functions of audit committee are;
Approval of the minutes of the previous meetings.
Review of the matters arising from the previous meetings.
Reviewing the reports from the management on significant control issues.
Implementing various audit recommendations.
4. STAKE HOLDERS RELATIONSHIP COMMITTEE:-
The Board constituted a Stakeholder relationship Committee Consisting of 3 Directors viz. Manish Shivabhai Patel(DIN:06701716) (Chairman & Non Executive Independent Director), Chandrashekhar Panchal, Managing Director (DIN: 01231766), Devendra Singh . Non Executive Independent Director (DIN: 00764878). The committee met 4 times during the period under review.
5. NOMINATION & REMUNERATION COMMITTEE:-
Nomination and Remuneration Committee comprises of Devendra Singh, Non Executive Independent Director & Chairman of this committee, Manish Shivabhai Patel, Non Executive Independent Director and Mr. Chnadrashekhar B, Panchal, Managing Director, both are members of this committee.
6. . DISCLOSURES
There were no transactions of material nature between the company and its directors or management and their relatives or promoters that may have potential conflict with the interests of the company.
7. GENERAL SHAREHOLDER INFORMATION
A. FINANCIAL CALENDAR (TENTATIVE)
Annual General Meeting held on Tuesday, 30th SEPTEMBER, 2014 at 10.00 a.m. the Registered Office of the Company.
B. FINANCIAL CALENDAR (TENTATIVE)
Financial reporting of the quarter ended June.30 :Mid August
Financial reporting of the quarter ended Sept.30 :Mid November
Financial reporting of the quarter ended Dec,31 :Mid February
Financial reporting of the quarter ended March,31 :End May
C. DATE OF BOOK CLOSURE:
MONDAY, 22ND SEPTEMBER 2014 TO TUESDAY, SEPTEMBER 30, 2014(BOTH DAYS INCLUSIVE}
DIVIDEND PAYMENT DATE:
D. LISTING OF STOCK EXCHANGES.
Bombay Stock Exchange Limited
The Culkatta Stock Exchange Limited
The Company has paid Listing Fees for the year ended April 2013 to March 2014 to ail the Stock Exchanges listed above, Except Culkatta Stock Exchange Limited.
De-Listing Application Pending With the The Culkatta Stock Exchange Limited
E) STOCK CODE/SYMBOL
(i) Bombay Stock Exchange Ltd
Scrip Code: 506041
Scrip ID : MAISF
(ii)The Culkatta Stock Exchange Limited
Scrip Code :] 23092
(iii) ISIN Equity shares NSDL/CDSL : INE 119D01014
E) SHARE TRANSFER SYSTEM
The Company has appointed Purva Share Registry India Pvt. Ltcj., Mumbai as share transfer Agent. All the share physical as well as Demat is being handled by said Registrar.
Purva Sharegistry (India) Pvt. Ltd.
Unit no. 9 Shiv Shakti Ind. Estt. J .R. Boricha marg Opp. Kasturba Hospital Lane Lower Parel (E) Mumbai 400 011
Tel: 91-22-2301 6761/8261 Fax:91-22-2301 2517 Email: firstname.lastname@example.org
F) DEMATERIALISATION OF SHARES
The Company has already offered the dematerialization facility through Purva Share Registry India Pvt. Ltd., Mumbai to the shareholders during the year. There are no investor's complaints pending. All complaints are cleared within 15 days of the receipt of the complaint.
G) CEO/ CFO CERTIFICATION
In terms of Clause 49 of Listing Agreement, the Certification by Managing director has been obtained and the said certification has been placed before the Board Members of the Company for perusal.