CORPORATE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is the social, legal and economic process by which companies function and are held accountable. Messrs. Mac Charles (India) Ltd., is committed in implementing corporate governance in true letter and spirit, maximizing shareholder value and paving way for good partnership and alliances. The company believes in having a long term partnership with investors by having transparency and fairness in the dealings and placing an uncompromising emphasis on integrity and regularity of compliance.
The functions of the Board of Directors and the executive management are well defined and are distinct from one another. The Chairman of the company is a non-executive Director. More than one-half strength of the Board of Directors is independent. Various (presently three) Committees of the Board of Directors, consist of non-executive Directors and have been formed to oversee the functions of the executive management and impart professionalism
BOARD OF DIRECTORS
The Company has an appropriate mix of executive and independent directors to maintain the independence of the Board and to separate the Board functions of governance and the executive management. During the year the Board comprised of Chairman, one Managing Director and three Non-Executive Directors of who are independent Directors. During the year Ms. S. C. Pardhanani has resigned from the post of Managing Director on 31st March 2015 and continued as Director on the Board.
Board Meetings are scheduled well in advance. Agenda papers along with explanatory notes are distributed in a timely manner to Board members. The Board meets at least once in every quarter to review the quarterly financial results and discuss issues of import. During the year under review five Board Meetings have taken place on 30 April 2014, 4 August 2014, 12 November 2014, 17 December 2014 and 22 January 2015. The maximum gap between any two meetings was less than four months, as stipulated under Clause 49 of the Listing Agreement.
MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement, the meeting of the independent directors was held on 29.01.2015 without the attendance of non-independent directors and members of management. All the independent directors of the Company were present at such meeting they reviewed the performance of non-independent directors and the board as a whole and evaluated the performance fo the Chairperson of the Company.
COMMITTEES OF THE BOARD
The following committees of the Board of Directors of the Company have been constituted : a) AUDIT COMMITTEE
The Company has complied with the requirements of Clause 49 of the Listing Agreement of the Stock Exchange and Section 292A of the Companies Act, 1956 as regards composition of Audit Committee
b) SHARE TRANSFER & SHAREHOLDERS GRIEVANCE COMMITTEE
This committee comprises of Mr. C. B. Pardhanani - Chairman, Ms. S. C. Pardhanani, Director and Mr. P. B. Appiah, who is an independent and Non-executive Director. The committee approves and monitors transfers, transmissions of shares, transposition of names, and investigates and directs redressal of shareholders' grievances. Share transfers are processed in not more than fifteen days. The Committee endeavors to attend to the investors' grievances / correspondences within a period of fortnight from the date of receipt of the same, except in cases which are constrained by disputes or legal impediments.
Compliance Officer : Mr. M. S. REDDY, Company Secretary
Communication Address : No. 28, Sankey Road, P.B. No. 174, Bangalore - 560 052. Email : email@example.com
c) NOMINATION AND REMUNERATION COMMITTEE
This committee comprises of Mr. P.B.Appiah - Chairman of Remuneration Committee, Mr. C.B. Pardhanani and Mr. M.R.B. Punja as Members of the Committee. No stock option has been offered to the Directors or Executives or Staffs of the Company. The remuneration policy of the Company is based on individual employee's merit and performance in particular and the Company's working results in general.
The Chairman of the Company, who is a Non-Executive Director, is devoting considerable time and energy towards the success of the Company and hence 1% commission based on profit is paid. He is entitled to maintain a Chairman's Office and is allowed to reimbursement of expenses incurred in performance of his duties.
Special Resolution passed in the previous three AGMs.
I. In the AGM held on 6th September 2012 No Special Resolution
II. In the AGM held on 18th September 2013 No Special Resolution
III In the AGM held on 22nd September 2014No Special Resolution
No Postal Ballot was conducted during the financial year 2014-2015.
A. CODE OF CONDUCT
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, all listed Companies are required to adopt a Code of Conduct for Board of Directors and members of the Senior Management. Accordingly, the Board of Directors of the Company has laid down a Code of Conduct applicable to all the Board Members and Senior Management Personnel. All those governed by the said Code of Conduct have made the following declaration with respect to adoption of the Code of Conduct.
B. Corporate Governance Compliance
The Company has complied with the requirements as laid down in Clause 49 of the Listing Agreement with the Stock Exchanges for the purpose of Corporate Governance. A certificate has been obtained from M/s. S. S. Kothari Mehta & Co., Chartered Accountants, the Statutory Auditors of the Company.
C. Code of Conduct and Code of Fair Disclosure Under SEBI (Prohibition of Insider Trading) Regulations, 2015
As per the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted two codes namely, Code of Conduct and Code of Fair Disclosure Practices. All the Directors, employees at the senior management level and other employees and all concerned who could have access to the unpublished price sensitive information of the Company are governed by this Code. The Company has appointed Mr. Saumen Chattopadhyay, Chief Legal Officer & Company Secretary, as Compliance Officer who is responsible for setting forth procedures, implementation and compliance of the Code of Conduct for trading in Company's securities.
Dear All (or Members)
This is to certify that all Board Members and Senior Management Personnel, to whom the Code of Conduct of the Company applies, are complying / abiding by the same and no instance of non-compliance with the same has been reported till date.
Bangalore C. B. Pardhanani
21 August, 2015 Chairman
D. CEO CERTIFICATION
As per the requirement of Corporate Governance Code, the Managing Director and Chief Financial Officer have furnished a necessary certificate to the Board of Directors with respect to financial statements and Cash flow statement for the year ended 31 MARCH 2015.
(i) All material transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business. These have been approved by the audit committee. The board has approved a policy for related party transactions which has been uploaded on the Company's website.
(ii) No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the Securities Exchange Board of India (SEBI) or by any statutory authority on any matters related to capital markets during the last three years.
(iii) The Company has not adopted a treatment different from that prescribed in accounting standards. While preparing the financial statements of the Company for the year ended 31st March, 2015, the management has ensured that all Accounting Standards have been properly followed and there has been no deviation from this practice.
(iv) The Company has in place a mechanism to inform the Board members about the risk assessment and mitigation plans and periodical review to ensure that the critical risks are controlled by the executive management through means of a properly defined framework.
(v) The Company has not come out with any public issue or right issue etc. during the financial year under review.
(vi) The Company has complied with all the applicable requirements of the Listing Agreement with the stock exchanges. The Company has adopted a suitable reporting system on compliances of all major laws applicable to the Company, which is placed before the Board of Directors of the Company at its periodic meeting.
(vii) The Company has not adopted the non-mandatory requirements of the Listing Agreement Under related party transactions :
The Company has contributed a sum of Rs.10,50,000/- to C. Pardhanani's Education Trust wherein Mr. C. B. Pardhanani, Chairman is a Trustee.
MEANS OF COMMUNICATION
The Company is publishing unaudited quarterly results in the newspaper namely, Financial Express.
GENERAL SHAREHOLDER INFORMATION
a. Date, Time and Venue of Annual General Meeting
Date : 29th September 2015
Time : 4.30 p.m.
Venue : Hotel Le Meridien, No.28, Sankey Road, Bangalore - 560 052
b. Financial Calendar
- Annual General Meeting 29th September 2015
- Quarterly Results - 30.06.2014 30th July, 2015
- Quarterly Results - 30.09.2014 on or before 15th November, 2015
- Quarterly Results - 31.12.2014 on or before 15th February, 2016
- Quarterly Results - 31.03.2015 on or before 15th May, 2016
c. Book Closure dates - Dividiend & AGM 25th September 2015 to 28th September 2015 (both days inclusive)
d. Dividend payment date The Dividend will be paid on or before 24th October, 2015
e. Listing of Equity Shares on the Stock Exchanges at Your Company’s shares are listed in Bombay Stock Exchange .
f. Scrip ID. / Scrip Code
Bombay Stock Exchange MCCHRLES-B / 507836
g. Payment of Listing Fees : Annual Listing Fee for the year 2015-16 has been paid by the Company to BSE.
h. Demat ISIN numbers in NSDL & CDSL : INE435D01014
i. Payment of Listing Fees : Annual Depository Fee for the year 2015-16 has been paid by the Company to NSDL and CDSL.
j. Registrars & Transfer Agents : BgSE Financials Limited RTA Division, No.51, 1st Cross, J.C. Road, Bangalore – 560 027.
k. Transfer of unpaid/unclaimed: During the year under review, the Company has credited Rs. 25.57 lakhs, lying in the amounts to Investor Education and unpaid/unclaimed dividend account, to the Investor Education and Protection Fund Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956, read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.
l. SEBI Complaints Redress System The investor complaints are processed in a centralized WEB based complaints (SCORES) redress system. The features of this systems are Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and Online viewing by investors of action taken on the Complaint and its current status.
m. Share Transfer System In compliance of SEBI requirement, share transfers are entertained, both under demat form and physical form.
Share Transfers in respect of physical shares are normally effected within 10-15 days from the date of receipt. Demat requests are put through as per NSDL / CDSL guidelines.