The detailed report on Corporate Governance as required under Clause 49 of the Listing Agreement with The Stock Exchange, Mumbai is set out below :
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE :
The Company's philosophy on Corporate Governance envisages the attainment of transparency and accountability in the functioning of the Company.
2. BOARD OF DIRECTORS
Composition and Category
As of 31st March, 2008, the Board of Directors comprises of Non-Executive Directors. The strength of the Board of Directors is Three of which two are Independent Directors.
During the period from 1st April, 2007 to 31st March, 2008, Four Meetings of the Board of Directors were held on 30th April, 2007, 31st July, 2007, 31st October, 2007, 31st January, 2008. The Annual General Meeting was held on 27th December, 2007.
Appointment/Re-appointment of Directors
Messrs. Peter Vaz has offered himself for re-appointment as Director in the ensuing Annual General Meeting. Mr.Milind S. Sohoni, has been appointed Additional Directors on 28th September,2006 . He has offered himself for appointment as Director liable to retire by rotation in the next Annual General Meeting, the details of them are as given hereunder :
i. Mr. Peter Vaz is a Bachelor of Commerce from Karnataka University. He has huge experience in Dye Stuff Market with the global prospective. His Business experience will be beneficial to the company. He is not holding any membership in the committees of other public companies.
ii. Mr. Milind S. Sohoni is a Graduate in Textile from Bombay University having huge experience in Textile and allied industry. His Business experience will be beneficial to the company. He is not holding any membership in the committees of other public companies.
COMMITTEES OF THE BOARD
(a) Audit Committee
The Audit Committee was constituted on 31st January, 2002, which presently comprises of three Directors all of who Non Executive and the Company Secretary acts as the Secretary to the Committee.
During the period from 1st April, 2007 to 31st March, 2008, Four Meetings of Audit Committee were held on 30th April,2007, 31st July, 2007, 31st October 2007, and 31st January,2008.
The Audit Committee performs the functions as stipulated by Clause 49 of the Listing Agreement with the Stock Exchange, Mumbai viz:
• To review the Company's financial reporting process and its financial statements.
• To review the accounting and financial policies and practices.
• To review Company's financial and risk management policies and ensure compliance with regulating guidelines.
• To review reports furnished by statutory auditors and ensure that suitable follow-up action is taken.
• To examine Accountancy and disclosure aspect of all significant transactions.
(b) Remuneration Committee
Remuneration Committee was constituted on 31st January, 2002. However during the period from 1st April, 2007 to 31st March, 2008 no matter arose for the consideration of the committee and therefore no meetings were held during the said period.
The composition of the Committee, Meetings and Attendance of the Members in the meetings are given hereunder :
Name of the Director :
Mr. Atulya Y. Mafatlal : Chairman
Mr. Peter Vaz : Member
Mr. Milind S. Sohoni : Member
(c) Shareholders/Investors' Grievance Committee
This Comittee was constituted on 31st January, 2002. During the financial year 1st April, 2007 to 31st March 2008 four Meetings were held on 30th April,2007, 27th July, 2007, 31st October 2007, and 28th January,2008.
The Committee looks after Investors' Grievances such as non-receipt of Annual Report, dividend, Shares sent for transfer, split, consolidation etc.
4 Complaints pertaining to non-receipt of Share Certificates sent for transfer, non-receipt of dividend warrants and Annual Report etc. were received during the financial year under report, which have since been resolved.
There are no pending complaints for the financial year under report.
There were marginal delays in some cases in delivering Share Certificates to Investors within the stipulated period of one month from the date of lodgment of the registration of transfer on account of administrative procedure being followed for conversion of Shares sent for transfer from physical mode to Demat form.
4.GENERAL BODY MEETING
The Company does not propose to pass any Special Resolution through Postal Ballot in the ensuing Annual General Meeting.
a) Disclosures on materially significant related party transactions i.e transactions of the Company of material nature with its promoters, directors, management, subsidiary companies or relatives that may have potential conflict with the interest of the Company at large.
There was no materially significant related party transactions, such as transactions of the Company of material nature, with its promoters, the directors or the management, subsidiary companies and their relatives who may have potential conflict with the interests of the Company at large.
b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI on any statutory authority on any matter relating to capital markets during the last three years.
There was no such instance of non-compliance in the last three years.
6. MEANS OF COMMUNICATION
The Quarterly Results are usually published in The Free Press Journal (English) and Navshakti (Marathi) papers. The information of Quarterly Results is sent to the Stock Exchange, Mumbai to enable them to put it on their website (www.bseindia.com ). During the period from 1st April, 2007 to 31st March, 2008, no presentation' has been made to the investors / analysts.
7. GENERAL SHAREHOLDERS' INFORMATION
(a) 48th Annual General Meeting
Date : 30th September, 2008
Time : 9.00 a.m.
Venue: Sangam Hall, Agarwal Bhavan, 100/c Marine Drive,
Next to Indian Oil Petrol Pump, Mumbai - 400 002.
(b) Financial Calendar
Adoption of Quarterly Results for the quarter ending
• 30th June, 2007 : 27 July, 2007
• 30th September, 2007 : 31st October, 2007
• 31st December, 2007 : 28th January, 2008
• 31st March, 2008 : 30th April, 2008
(c) Date of Book Closure :27th September, 2008 to 30th September, 2008 (both days inclusive)
(d) Dividend payment date: N.A.
(e) Lilsting of Equity Shate / Stock Code :
The Stock Exchange, Mumbai Physical - 1458, Demat - 501458
(f) (i) Registrar & Transfer Agent
Satam Estate, Above Bank of Baroda,
Chakala, Cardinal Gracious Road,
Andheri (E), Mumbai - 400 099.
Telephone No. 2821 5168, 2834 8218, 2821 5991, 2832 9828
Fax: 2837 5646
Email ID - firstname.lastname@example.org
(ii) Address for correspondence
Mafatlal Dyes & Chemicals Limited
53,D' Cunha House,
1st Floor, Keshavrao Khade Marg (W),
Opp. Mahalaxmi Station (E),
Mumbai - 400 011.
Telephone No. 022-23020303 / 22824733
Fax No. 022-22048633
(g) Dematerialization of Shares and liquidity
The Company's Shares are available for trading in Central Depository Service of India Ltd. and National Securities Depository Ltd. (ISIN Allotted - INE 733D01012). As on 31st March, 2008, 18,60,329 Equity Shares of the Company, forming 44.29% of total Shareholdings stand dematerialized. The Equity Shares of the Company are traded in "TS" Group of the Stock Exchange, Mumbai; however the trading has been suspended since Oct-2006 efforts are being made to revocate the suspension
(h) Share Transfer System
The Board has delegated the power for approval of Physical Share Transfer to two Directors. The Shares received for transfer in physical mode by the Company are transferred and registered. In case, the Shareholders who wish to opt for dematerialization of their physical shareholdings or wish to transfer their share holdings held in electronic mode, they should approach their respective depository participants.
(i) Stock Market price for the period 1st April, 2007 to 31st March, 2008 on The Stock Exchange, Mumbai.
The trading of the Scrip has been suspended by the Bombay Stock Exchange Since October 2006 due to non payment of listing fees, etc. We have complited all the compliances as directed by BSE, and forwarded all copies to them; we are trying our best to revoke the suspension of the trading.