CORPORATE GOVERNANCE :
1 COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Corporate Governance is an integral part of values , ethics and best business practices followed by the Company . The Company's philosophy can be can be described as observing of business practices with the ultimate aim of enhancing long term shareholder's value and commitment to high standards of business ethics.
2. BOARD OF DIRECTORS
A. Composition of Board of Directors, attendance at Board Meetings, at the last Annual General Meeting and details of Membership of other Boards / Committees:
The Board has an optimum combination of Executive and Non-Executive Directors as per the Corporate Governance requirements. The composition of the Board of Directors and other relevant details as on 31st March, 2014 are as under:
3. AUDIT COMMITTEE
The Company has an Audit Committee constituted in accordance with the Corporate Governance requirements. As on 31.03.2014, the Committee consisted of 3 Directors namely, Shri Shiv Saran Agarwal (Chairman), Shri Manoj Kumar Poddar and Shri Sudhir Kumar Parasrampuria.
Terms of Reference:
The terms of reference of the Audit Committee are in conformity with the requirements specified in Clause 49 of the Listing Agreement with Stock Exchanges and also comply with the requirements of Section 292A of the Companies Act, 1956 / Section 177 of the Companies Act, 2013.
Brief description of terms of reference:
1. 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.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Directors' Responsibility Statement to be included in the Directors' report in terms of Sub-section (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 audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of 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.
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.).
7. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
8. Reviewing the adequacy of internal audit function.
9. Discussion with internal auditors any significant findings and follow up there on.
10. 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.
11. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
12. To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
13. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate.
14. Reviewing and recommending to the Board, the appointment, re-appointment and the remuneration and, if required, the replacement or removal of Cost Auditors.
15. Reviewing the reports of the Company's Cost Auditors and Statutory Auditors.
16. To review the following information:
- Management Discussion and Analysis of financial conditions and results of operations,
- Statement of significant related party transactions,
- Management letter(s) of internal control weaknesses, if any, issued by statutory auditors,
- Internal Audit Reports relating to internal control weaknesses and
- Appointment, removal and terms of remuneration of internal auditor.
17. Carrying out such other functions as may be specifically referred to the Committee by the Board of Directors of the Company
4. REMUNERATION COMMITTEE
The Remuneration Committee of the Board consists of two Directors namely, Shri Shiv Saran Agarwal (Chairman) and Shri Manoj Kumar Poddar.
Terms of Reference:
The Remuneration Committee has been constituted to consider and make recommendations to the Board regarding managerial level compensation, incentive and benefit programmes and changes thereto.
In framing the remuneration policy the Committee takes into consideration the job profile, responsibilities and working experience of the appointee and the financial position of the Company.
I. Executive Directors:
The Company pays remuneration to the Executive Directors by way of salary, perquisites and allowances .The Details of Remuneration are as follows:
ii. Non-Executive Directors:
Non-Executive Directors (NEDs) of the Company play a crucial role to the independent functioning of the Board. They bring in external and wider perspective to the decision-making by the Board. They provide leadership and strategic guidance, while maintaining objective judgement.
The Non-Executive Directors (NEDs) are paid remuneration by way of Sitting Fees. They are paid sitting fees at the rate of Rs. N.A. per Meeting for attending every Board Meeting as well as Audit Committee Meeting.
4. SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE
The Shareholders'/ Investors' Grievance Committee of the Board comprises of Three Directors namely, Shri Shiv Saran Agarwal (Chairman), Shri Manoj Kumar Poddar and Shri Sudhir Kumar Parasrampuria.
Terms of Reference:
The Shareholders'/ Investors' Grievance Committee looks into all the matters relating to transfer/transmission of shares and redressal of investors' grievances like non-receipt of Annual Reports, non-receipt of Dividend Warrants, etc. The Committee also oversees the working of Registrar and Transfer Agents of the Company.
The Committee has been holding regular meetings to ensure compliance with the provisions of the Companies Act, 1956 and the Listing Guidelines and to ensure proper service to investors.
a) Disclosures on materially significant Related Party Transactions of the Company of material nature, with its Promoters, Directors or with its Management, their Subsidiaries or Relatives etc. that may have potential conflict with the interests of the Company at large:
None of the transactions with any of the Related parties were in conflict with the interests of the Company.
b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges, Securities and Exchange Board of India or any other Statutory Authorities on matters relating to Capital Markets during the last three years: None.
8. MEANS OF COMMUNICATION
The quarterly and annual financial results of the Company are submitted to the Stock Exchanges and published in English and Hindi newspaper in terms of the requirements of Clause 41 of the Listing Agreement.
The Financial Results are also available on the Official Website of the BSE Limited, Mumbai i.e. www.bseindia.com
The Financial Results and Annual Report of the Company along with official news releases and presentations made to Institutional Investors and Analysts are posted on the Company's official website i.e. www.miel.co.in from time to time.
The 'Management Discussion and Analysis Report' is given separately forming part of the Annual Report.
9. GENERAL SHAREHOLDERS' INFORMATIO
Annual General Meeting :
Date: 30th September, 2014
Time: 10:00 A.M.
Venu : 24/147, Ground Floor, Plaza Kalpana, Birhana Road. Kanpur- 208001 (U.P.)
B. Financial Year/Calendar :
? Results for First Quarter Within 45 days from the close of Quarter.: ending 30th June, 2014.
? Results for Second Quarter Within 45 days from the close of Quarter.: ending 30th September, 2014.
? Results for Third Quarter Within 45 days from the close of Quarter.: ending 31st December, 2014.
? Results for Financial Year Within 45 days from the close of the Financial: year ending 31st March, 2015
C. Date of Book Closure: from Wednesday, 24th September, 2014 to Tuesday, 30th September, 2014 (both days inclusive).
D. Dividend Payment Date: The Dividend is not declared at the Annual General Meeting.
E. Listing on Stock Exchanges:
The Company's Equity Shares are listed on BSE Limited, Mumbai, U.P. Stock Exchange Ltd., Kanpur and Delhi Stock Exchange Limited, Delhi. The Annual Listing fee to these Stock Exchanges has been paid up-to-date.
F. Stock Codes - Equity Shares:
BSE Limited, Mumbai : 512600
Delhi Stock Exchange Limited :
U.P. Stock Exchange Limited :
H. Registrar and Share Transfer Agents:
Beetal Financial & Computer Services Pvt. Limited 'Beetal House', 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Hasukhdas Mandir, New Delhi-110062. Phone: 011-29961281-283 Fax: 011-29961284 Email: firstname.lastname@example.org
I. Share Transfer System:
Applications for transfer of shares in physical form are processed by the Company's Registrar and Transfer Agent, M/s. Beetal Financial & Computer Services Pvt. Limited. The Share Transfer and Investor Grievance Committee, constituted for transfer/ transmission of shares and allied matters, considers and approves the share transfers within the time limit stipulated by the Listing Agreement, subject to transfer instrument being valid and complete in all respects.
K. Dematerialisation of shares and liquidity:
ISIN Code- Equity Shares: INE307N01014 As on 31st March, 2014, 86.25% of the total Equity Shares of the Company have been dematerialised. Trading in Equity Shares of the Company is permitted only in dematerialised form w.e.f. 1st January, 2002 as per the notification issued by Securities and Exchange Board of India (SEBI).
L. Outstanding GDRs/ ADRs/ Warrants or any convertible instruments:
There were no outstanding GDRs/ ADRs, Warrants or other convertible Instruments as on 31st March, 2014.
M. Plant Location: NIL
N. Address for Correspondence:
With the Registrar and Transfer Agents:
Beetal Financial & Computer Services Pvt. Limited ‘Beetal House’, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Hasukhdas Mandir, New Delhi-110062. Phone: 011-29961281-283 Fax: 011-29961284 Email: email@example.com
With the Company:
The Managing Director, Macro International Limited 24/147, Ground Floor, Plaza, Kalpana, Birhana Road. Kanpur– 208001 (U.P.) Tel: (0141) 2373676 Fax: (0141) 2379344 Email: firstname.lastname@example.org
O. Corporate Identification Number (CIN NO.): L74120UP1993PLC015605
P. E-mail for Investors : The Company has designated email@example.com as email address especially for investor grievance(s).
Q. Code of Conduct:
The Company's Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. All Board Members and designated Senior Management personnel have affirmed compliance with this Code of Conduct. A Declaration to this effect, signed by Shri Sudhir Kumar Parasrampuria, Managing Director of the Company, is enclosed at the end of this Report. Code of Conduct of the Company is available on the official website ofthe Company www.miel.co.in
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, I, Sudhir Kumar Parasrampuria, Managing Director of Macro International Limited, declare that all Board Members and Senior Executives of the Company have affirmed their compliance with the Code of Conduct for the financial year 2013-14. (SUDHIR KUMAR PARASRAMPURIA)
R. Non-mandatory Requirements:
The Company has adopted the non-mandatory requirements with respect to Remuneration Committee, details in respect of which have already been given in the paragraphs ibid.
(SUDHIR KUMAR PARASRAMPURIA)
Place : Kanpur
Date : 26th May, 2014