PHILOSOPHY ON CODE OF GOVERNANCE:
The philosophy underlying Corporate Governance seeks to create a system of "Checks and balances" based on transparency, integrity, clarity, and consistency in the dealings of the Company with its stakeholders. Good Governance ensures that the best corporate practices are followed by a Company. Implementation of good governance indicates not only the compliance of the laws and regulations of the land but also indicates the values, practices, and culture of your organization. Your Company is committed to adopt the best Corporate Governance practices and endeavors continuing to implement the code of Corporate Governance in its true spirit.
BOARD OF DIRECTORS :
The Company is managed by the Board of Directors. The Board formulates strategy, regularly reviews the performance of the Company, and ensures that the previously agreed objectives are met on a consistent basis. The Managing Director is responsible for day-to-day operations of the Company.
Due to resignation of Independent and Non Executive Directors composition of the Board was not as per the provisions of the listing agreement at a beginning of the financial year. However the Board has appointed Mr. Murlidharan Nair and Mr. Niladri Mondal as an Independent Directors on the Board w.e.f. 1st April, 2013 and 16th November, 2013 respectively and as on 31st March, 2014 the composition of the Board is as per the Clasue 49 of the listing agreement.
1 Directorships in foreign companies, private limited companies, companies under Section 25 and companies in which the Director is an alternate director are excluded for this purpose.
2 Considered Membership and Chairmanship of Audit Committees and Stakeholders Relationship Committee of Public Limited Companies and Private Limited Companies which are wholly Owned Subsidiary Companies only.
3 Appointed as an Independent Director w.e.f. 1st April, 2013.
4 Appointed as an Independent Director w.e.f. 16th November, 2013.
Mr. Balkrishna Tendulkar, Executive Director resigned w.e.f. 1st April, 2013 .
During the year, Meetings of Board of Directors were held on 03rd April, 2013, 4th September, 2013, 16th November, 2013, 7th December, 2013 and 10th February, 2014
B. Board Meeting & Procedures :
Board members are informed well in advance about the schedule of the Meetings. Appropriate documents are sent in advance to each Director. In order to enable the Board to discharge its responsibilities effectively, the Managing Director review the overall Company performance by placing a functional report before the Board. The functions performed by the Board, inter alia, include review of:
• Strategy and business plans.
• Annual operating and capital expenditure budgets.
• Quarterly results of the Company.
• Minutes of the Meeting of Audit and other Committees of the Board.
• Information on recruitment and remuneration of senior officers.
• Investment and exposure limits .
• Business risk analysis and control.
• Compliance with statutory / regulatory requirements.
• Review of major legal issues.
• Transaction pertaining to the purchase or disposal of property, major provisions and write offs.
C. Details of Directors being re-appointed :
A brief resume of Director appointed/eligible for reappointment along with the additional information required under clause 49 (VI) (A) of the Listing Agreement are provided in this Annual Report.
D. Code of Conduct :
The Company has formulated code of conduct for the Members of the Board and senior management of the Company.
II. COMMITTEES OF THE BOARD :
A. AUDIT COMMITTEE :
Due to resignation by independent and other directors and unavoidable circumstances to fill the vacancy so created on time, the composition of Audit Committee was not as per the requirements of clause 49 of listing agreement at the beginning of financial year 2013-14. However the Board have appointed Mr. Murlidharan Nair and Ms. Niladri Mondal as an Independent Director on the Board w.e.f. 1st April, 2013 and 16th November, 2013 respectively. The Board is advised and in the process of taking appropriate steps to make its composition compliant with provisions of listing agreement and Companies Act, 2013.
The previous Annual General Meeting (AGM) of the Company was held on December 30, 2013 and due to resignation of Independent Directors the Company as mentioned above the same was not attended by the Chairman of the Audit Committee. Terms of Reference the Audit Committee are in accordance with those specified in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.
The Audit Committee has the powers and performs its role as per the guidelines set out in the amended listing agreement. The Committee shall monitor any proposed changes in accounting policy, accounting implications of major transactions and also shall closely review the adequacy of internal audit controls and formulate and monitor the annual audit plan. The Committee shall also review relevant sections of the Management Discussion and Analysis, and areas such as the Company's financial condition, related party transactions, management letter, internal audit reports, and matters related to appointment of internal and statutory auditors of the Company, and the financial statements of subsidiary Companies.
A. STAKEHOLDERS RELATIONSHIP COMMITTEE :
(Formerly Investor Grievance Committee):
Due to disproportionate composition of Board of directors and unavailability of Non-executive directors on Board throughout the year, the composition of Investor Grievance Committee was unbalanced at the beginning of financial year 2013-14. However the Board have appointed Mr. Murlidharan Nair and Mr. Niladri Mondal as an Independent Director on the Board w.e.f. 1st April, 2013 and 16th November, 2013 respectively.
The Committee deals with a matter relating to transfer / transmission of Shares, issue of duplicate share certificates, review of shares dematerialized. Mr. Krishnakumar Menon is responsible for co-ordinating all such matters and those relating to share transfer and shareholders grievances with the Registrar and Transfer Agent. During the year, the Company has not received any complaints.
III. SUBSIDIARY COMPANIES:
The Company has two subsidiaries namely Maestros Equipment Services Private Limited (MESPL) and Maestros Middle East (FZE). Since MSEPL is not a material subsidiary hence no Independent Director of Maestros is appointed on the Board of that subsidiary.
IV. OTHER SHAREHOLDERS COMPLIANCES:
1. The required information about appointment / re-appointment of Directors is contained in the Notice of the Annual General Meeting.
2. The quarterly results of the Company are generally published in the Financial Express (Mumbai edition) and Aapla Mahanagar (Mumbai edition). Except financial results for the quarter III, intimation of Board meeting for quarter IV for the financial year 2013-14 and notice of annual general meeting for 2012-13 the Company has not published any intimation, financial results as required to be published in the newspaper as per the Listing Agreement. The results are sent to the stock exchange however the Company has not posted its result on the website.
3. The Company had formed a committee called the Investor Grievance Committee now renamed as Stakeholders Relationship Committee. The Stakeholder Relationship Committee, under the Chairmanship of a Non-Executive Director, shall inter alia to look after the matters related to transfer of shares and resolving investors' complaints as mentioned in the listing agreement and Companies Act, 2013.
VI. CEO/ CFO CERTIFICATION:
The Managing Director of the Company has furnished the requisite certificate to the Board of Directors under clause 49 VII of the Listing Agreement. The CFO of the Company resigned w.e.f. 1st February, 2013 and the said vacancy has not been filled up.
i) During the year under review there were no materially significant related party transactions during the year by the Company with the Promoters, Directors, Management personnel, their relatives or the subsidiaries that may potentially conflict with the interests of the Company.
21, 2013, September 05, 2013, October 18, 2013, November 26, 2013, November 29, 2013, December 04, 2013, December 05, 2013 due to non compliances or compliance with discrepancy of Listing Agreement Clause(s) and the trading were suspended and exchange allowed normal trading of the scrips after meeting all compliances. The Company has received notice from BSE on November 07, 2014 for suspension of trading due to non compliance of Clause 41 and the Company is advised to comply with the clauses of listing agreement at the earliest.
iii) The Company follows model code of Code of Conduct for Prevention of Insider Trading in the shares of the Company and advised to formulate new code of conduct in accordance with SEBI regulation for Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.
iv) The Company has not complied with all the mandatory requirements in respect of remuneration committee as stipulated in the clauses of corporate governance.
v) The Company has not appointed a Qualified Company Secretary as per the Listing Agreement.
IX. MEANS OF COMMUNICATION:
Annual Reports in respect of each financial year are mailed to all shareholders at their registered address and by email to those shareholders on the email id registered with depository participant. Each report contains the annual accounts of the Company in respect of the financial year with the Directors' Report and Auditor's Report. Also included in each annual report is the notice convening the annual general meeting, corporate governance report and the cash flow statement together with the corresponding reports of the auditors, the consolidated accounts and the auditor's report thereon.
The financial results are submitted to the Bombay Stock Exchange (BSE) immediately after the conclusion of the Board meeting and usually published in Financial Express and and Aapla Mahanagar (Mumbai Edition) on the next immediate working day. However the results are not displayed on the website of the Company at www.maestros.net and www.medi-line.com
The Management Discussion and Analysis in respect of the Financial Year is a part of the Directors' Report.
X. GENERAL SHAREHOLDERS INFORMATION:
1.Date, Time & Venue of Annual General
Meeting.22nd December, 2014 at 04.00 p.m. at Hotel Celebrations, Plot no. L-1, Sector 19, Near Truck Terminal, Opp. Modern College, Near Palm Beach Marg, Vashi, Navi Mumbai - 400 705
2 Financial Year
The Financial Year Covers the period from 1st April to 31st March
3 Financial Calendar for 2014-2015 (tentative & subject to change)
Financial Reporting for the quarter ending
30.06.2014 By Mid of August, 2014
30.09.2014 By Mid of November 2014
31.12.2014 By Mid of February 2015
31.03.2015 By end of 30th May 2015
4 Date of Book Closure
17th December, 2014 to 22nd December, 2014 (Both days inclusive)
5 Dividend Payment date
No dividend is recommended by the Board for the financial year ending 31st March, 2014.
6 Listing on Stock Exchange
Bombay Stock Exchange Limited(BSE)
7 Stock Code
8 Registrar and Transfer Agent
Link Intime India Private Limited.
C-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West), Mumbai - 400 078, Maharashtra.
Tel: 91-022-2596 3838 Fax: 91-022-2594-6969
9. Share Transfer System
The share transfer functions has been delegated by the Board to a Stakeholders Relationship Committee (Formerly Investor Grievance Committee)
10. Dematerialization of share and liquidity
The Company has signed agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for making its shares available in dematerialised form. As of March 31, 2014, out of total shares of 4373260 approximately 96.38% shares of the Company are in dematerialised form. The shares are actively traded but at present suspended for trading on the stock exchange.
11. Details about the ADR/ GDR
The Company has not issued any ADR/GDRs
12. Plant Locations
Medical equipment manufacturing plant at:
1) Navi Mumbai -
Plot No. EL-63 & 64, TTC Industrial Area, Electronic Zone, M.I.D.C., Mahape, Navi Mumbai - 400 701, Maharashtra.
2) Himachal Pradesh (Unit I) -
Plot No. 82-A, Sector I, Industrial Area, Dist-Solan-173220, Parwanoo, Himachal Pradesh.
13. Address of Correspondence
Shareholder correspondence should be addressed to the Company’s Registrars and Share Transfer Agents at the address mentioned above.