26 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:48 PM
Man Industries (India) Ltd.

BSE

  • 46.00 -0.40 (-0.86%)
  • Vol: 55006
  • BSE Code: 513269
  • PREV. CLOSE
    46.40
  • OPEN PRICE
    46.05
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    46.00(51)

NSE

  • 46.55 0.00 (0%)
  • Vol: 395448
  • NSE Code: MANINDS
  • PREV. CLOSE
    46.55
  • OPEN PRICE
    46.15
  • BID PRICE (QTY.)
    46.55(580)
  • OFFER PRICE (QTY.)
    0.00(0)

Man Industries (India) Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company believes that good Corporate Governance is essential to achieve long term corporate goals and enhance stakeholder's value. The Philosophy on Corporate Governance is aimed at attainment of highest level of transparency, accountability and compliance in laws in all facets of operations, leading to best standards of Corporate Governance.

The Company believes that good ethics make good business sense and our business practices are in keeping with this spirit of maintaining the highest level of ethical standards.

2. BOARD OF DIRECTORS

A. Composition:

The composition of your Company's Board is as under:

Executive Directors (Promoter Group)

a) Mr. R. C. Mansukhani, Chairman

b) Mr. Nikhil Mansukhani, Executive Director

Non Executive Director (Promoter Group)

a) Ms. Heena Vinay Kalantri (appointed w.e.f. 30th March, 2015)

Executive Director (Non Promoter Group)

a) Mr. Ashok Gupta, Chief Financial Officer & Director

Non Executive Directors

a) Mr. Kirit N Damania

b) Mr. Pramod Tandon

c) Mr. Dhananjay Datar

The composition of the Board is not in conformity with Clause 49 of the Listing Agreement with Stock Exchanges. However, the Company is in the process of appointing the requisite number of non-executive directors in compliance with the requirement of Clause 49 of the Listing Agreement.

C. Attendance of Directors:

As mentioned above Six Board Meetings were held during the year ended 31st March 2015. The details of attendance of the Directors at the said Board Meetings and at the last Annual General Meeting of the Company are given below:

3. AUDIT COMMITTEE

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, comprises of 3 Independent Directors having specialization in the areas of accounting/financial management.

Chief Financial Officer and Statutory Auditors are permanent invitees to the Audit Committee meetings. Company Secretary, is the Secretary to the Committee. Mr. Kirit N Damania, Chairman of the Audit Committee, had attended the Annual General Meeting of the Company held on September 26, 2014.

The Audit Committee met 4 times during the financial year 2014-15 on May 30, 2014; August 13, 2014; November 14, 2014 and February 13, 2015 and the intervening period between the two meetings did not exceed four months.

The terms of reference of the Committee are as follows:

i. Overseeing the Company's financial reporting process and the disclosure of financial information to ensure presentation of correct, sufficient and credible financial statements;

ii. recommending to the Board, the appointment, remuneration and terms of appointment of auditors of the Company;

iii. reviewing with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

a. matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of Section 134(3) of the Companies Act, 2013;

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 management;

d. significant adjustments made in the financial statements arising out of audit findings, if any;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions; and

g. qualifications in the draft audit report, if any;

iv. reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

v. reviewing, with the management, the statement of use/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this regard;

vi. reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

vii. approval or any subsequent modification of transactions of the Company with related parties;

viii. Scrutinizing inter-corporate loans and investments;

ix. valuation of undertakings or assets of the company, wherever it is necessary;

x. evaluating the internal financial controls and risk management systems;

xi. reviewing, with the management, performance of Statutory and Internal Auditors and adequacy of the internal control systems;

xii. reviewing the adequacy of internal audit function including the structure of the internal audit department, if any, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

xiii. discussing with Internal Auditor of any significant findings and follow up there on;

xiv. reviewing the findings of any internal investigations by the Internal Auditor 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;

xv. discussion with Statutory Auditors before the commencement of audit about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

xvi. looking 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;

xvii. reviewing the functioning of the Whistle Blower mechanism;

xviii. approving the appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

xix. reviewing the following information: management discussion and analysis of financial condition and results of operations; statement of significant related party transactions (as defined by the Audit Committee), submitted by management; management letters / letters of internal control weaknesses issued by the statutory auditors; and Internal audit reports relating to internal control weaknesses;

xx. reviewing the appointment, removal and terms of remuneration of the Chief Internal Auditor(s), if any; and

xxi. carrying out such other functions as may be assigned by the Board from time to time.

The Committee is vested with necessary powers to discharge the abovementioned roles and responsibilities.

4. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

The terms of reference of the Committee are as follows:

i. overseeing the performance of the Registrar and Share Transfer Agents;

ii. ensuring expeditious redressal of shareholders' complaints regarding the following: non-receipt of share certificates lodged for transfer; non-receipt of dividend warrants; non-receipts of annual reports; non-receipt of demat rejected share certificates; non-receipt of demat credit;

iii. resolving any other grievances of the security holders.

The Committee met 21 times during the financial year 2014-15 on April 21, 2014; May 30, 2014; June 13, 2014; June 27, 2014; July 16, 2014; July 30, 2014; August 11, 2014; August 25, 2014; September 09, 2014; September 17, 2014; September 19,2014; October 17, 2014; November 14, 2014; December 04, 2014; December 15, 2014; December 30, 2014; January 01, 2015;February 06, 2015; February 12, 2015; March 05, 2015 and March 23, 2015.

5 NOMINATION AND REMUNERATION COMMITTEE

In Compliance with the provisions of Section 178 of the Companies Act, 2013 and Listing Agreement, remuneration committee has been reconstituted to 'Nomination & Remuneration Committee'

The Nomination and Remuneration Committee met 2 times during the financial year 2014-15 on January 14, 2015 and March 23, 2015.

The composition of the Nomination and Remuneration Committee and attendance of the Committee Members at the Nomination and Remuneration Committee Meetings held during the financial year 2014-15 are as follows:

The Company Secretary is the Compliance Officer of the Company and Secretary to the Committee.

The terms and reference of nomination and remuneration committee broadly includes the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other senior management employees;

2. Formulation of criterion for evaluation Directors performance on the Board and also the performance of the Board as a whole.

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, by the committee and recommend their appointment and removal to the Board.

Apart from the sitting fees that are paid to the Non-Executive Independent Directors for attending the board / committee meetings, no other fees / commission were paid during the year. No significant material transactions have been made with the Non-Executive Independent Directors vis-a-vis the Company. The company does not have any Employee Stock Option Scheme. The Chairman of the Committee, had attended the Annual General Meeting of the Company held on September 26, 2014.

Remuneration Policy:

The Board of Directors has on the recommendation of the Committee framed a policy for selection and appointment of Directors, senior management and their remuneration. The said policy is as follows:

1. BACKGROUND:

This revised policy document is drafted in compliance to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange and is approved by the Board of Directors of the Company in its meeting held on February 13, 2015.

2. OBJECTIVE:

The objective of this policy document is majorly to set the guidelines for constitution of Nomination and Remuneration Committee setting forth inter-alia it's objective, role & responsibilities with respect to the nomination of the Directors including the senior executives of the Company and remuneration payable to them. The remuneration policy of the Company is based on the fundamental principle of rewarding performance as against benchmarked objectives.

3. PURPOSE:

To establish a fair, transparent and reasonable process for selection of executive and non-executive directors including senior executives of the Company and determining the appropriate remuneration payable to them and to ensure that the shareholders remain well informed and confident in the management of the Company.

4. DEFINITIONS:

i. "Company" means MAN INDUSTRIES (INDIA) LIMITED.

ii. "Board" means Board of Directors of the Company which includes both executive and non-executive directors.

iii. "Executive Directors" means Directors who are in the whole time employment of the Company.

iv. "Independent Director" in relation to a company, means a director other than a managing director or a whole-time director or a nominee director,—

(a) who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

(b) (i) who is or was not a promoter of the company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

(c) who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) who, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) holds together with his relatives two percent or more of the total voting power of the company; or (iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company; or

(f) who possesses such other qualifications as may be prescribed under the Companies Act 2013 or rules made there-under.

(v) “Non-Executive Directors” means Directors other than Executive Directors, who apart from receiving the sitting fees does not get any kind of other remuneration from the Company

(vi) “NRC” means Nomination and Remuneration Committee.

(vii) “Senior Executives” means and include employees of the Company working one line below the Board of Directors and includes key managerial personnel as defined under Section 2(51) of the Companies Act 2013.

5. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE (NRC):

NRC shall comprise of at least three directors, all of whom shall be non-executive directors and at least half shall be independent. Chairman of the committee shall be an independent director.

6. MEETINGS:

The meetings of NRC shall be convened and held as and when required but the members of the Committee shall meet at least once in a financial year. Quorum of such meeting shall be of two independent director members.

7. FUNCTIONS / ROLE:

The primary function of the Nomination & Remuneration Committee is to assist the Board in fulfilling its responsibilities to Shareholders by establishing an appropriate, transparent and fair mechanism for recruitment and retention of Board members and the senior executives of the Company.

The role of the Committee shall, inter-alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other senior employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

Further the Committee shall have review responsibility for;

a. Maintaining a Board which comprises of individuals best able to discharge the responsibilities of directors having regard to the execution of Company's strategic objectives, to the requirements of the law and to the highest standards of corporate governance;

b. Reviewing the performance of the Board; and

c. Succession planning for the Board.

8. APPOINTMENT CRITERIA FOR NRC MEMBERSHIP

A Director, who is Non-Executive and Independent, can only be the member of the Nomination and Remuneration Committee. With the consent of members present at the meeting, members shall elect one of them as Chairman of the meeting.

9. TERMS OF REFERENCE

• To identify persons who are qualified to become directors and who may be appointed in the senior management and recommend to the Board their appointment and removal.

• To review the overall compensation policy and remuneration payable to managing / whole-time Directors / senior management.

• To make recommendations to the Board of Directors on the increments in the remuneration of the Directors / senior management.

• To conduct annual performance for all the Directors to monitor and review the appropriateness of each remuneration package.

• To frame suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

a) The Securities and Exchange Board of India (Insider Trading) Regulations, 1992; or

b) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 1995.

• Perform such functions as are required to be performed by the NRC under the ESOP Guidelines and

• Such other matters as may, from time to time, be required by any statutory, contractual or other regulatory requirements to be attended to by such Committee.

10. BASIS OF DETERMINATION:

The remuneration of the Executive Directors (managing / whole-time) is based on the Company's size, its economic and financial position, industrial trends and compensation paid by peer Companies. Compensation reflects each Board member's responsibility and performance. The remuneration to the Executi\/e Directors shall be first fixed and recommended by the NRC and accordingly paid as per the Agreements entered into between them and the Company, which shall be further subject to the approval of members. Wherever necessary, Company shall seek approval of Central Government for their remuneration. Retirement benefits in the form of provident fund, superannuation and gratuity shall be paid to the Executive Directors in accordance with the Company policy as applicable to other employees of the Company.

Remuneration to the Executive Directors shall majorly comprise of:

a) Fixed Component like basic salary,

b) Allowances &Perquisites and

c) Variable Component like Commission, depending on the profit of the Company in that particular financial year, which put together with the salary and perquisites shall be subject to overall ceiling laid down in Sec. 197 of the Companies Act, 2013.

11. PROCEDURE:

Appointment process of directors and other managerial personnel is independent of the Company’s Management. While selecting and nominating any director or managerial personnel to the Board or a senior executive, the Committee shall ensure that there is appropriate balance of skills, experience and knowledge to justify his/her selection. The Committee shall ensure that any nomination/appointment of an independent director has to be approved at the meeting of shareholders.

NRC shall evaluate and recommend the remuneration, including payment of commission based on the net profits of the Company for the director/s. After Board’s approval, the shareholders consent shall be sought through the resolution, whether ordinary or special, as the case may be, in the general meeting. Wherever necessary, Company shall seek approval of Central Government for the appointment and payment of remuneration to it’s executive directors.

On the recommendations and reports of the Nomination and Remuneration Committee, the performance evaluation of each director shall be carried out by the entire Board of Directors, excluding the director to be evaluated.

Based on the report of performance evaluation, it is determined whether to extend or continue or end the term of appointment of the director.

12. REMUNERATION TO NON-EXECUTIVE DIRECTORS:

Except the sitting fees for attending the Board and other Committee Meetings, Non-Executives Directors do not receive any other pecuniary benefit from the Company in order to maintain their independent status. The Non-Executive Directors are paid sitting fees of Rs. 20000/- for every Board Meeting and Rs. 10000/- for every Audit Committee Meeting attended by them. Chairman, on the recommendation of the Committee Members, can increase the limit of sitting fees for attending each Board meeting or Committee meeting up to any amount not exceeding Rs. 100,000/- per meeting. Any increase beyond Rs. 100,000/- has to be priorly approved by the members at the general meeting.

13. SECRETARY TO NRC:

The Company Secretary of the Company acts as the Secretary to the Committee.

14. SPECIFIC RESTRICTIONS

• All Directors are strictly restricted from entering into an arrangement with the Company, its holding, subsidiary or associate Company to acquire assets for consideration other than cash and vice-versa.

• Non-executive independent Directors shall not be entitled to any stock options granted / offered by the Company.

15. POLICY RESPONSIBILITY

The Human Resources Department shall be responsible for the administration, interpretation and application of this policy.

This policy should be reviewed by the NRC at least every two years. Any changes to the policy must be approved by the Board.

6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee (CSR Committee), constituted in accordance with the provisions of Section 135 of the Companies Act, 2013.

The CSR Committee met 2 times during the financial year 2014-15 on June 10, 2015 and November 28, 2015.

The Company Secretary is the Secretary to the Committee.

The terms of reference of the CSR Committee are as follows:

i. to formulate and recommend to the Board, a Corporate Social Responsibility Policy (CSR Policy) which shall indicate, inter-alia, the CSR activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 as amended from time to time;

ii. to recommend and obtain approval of the Board for the amount of expenditure that can be incurred on the activities referred to in clause(i);

iii. to ensure that the activities as are included in CSR Policy of the Company are undertaken by the Company;

iv. to prepare a transparent monitoring mechanism for ensuring implementation of the CSR projects/programs/activities being undertaken/proposed to be undertaken by the Company; and

v. to discharge such other functions as may be assigned by the Board from time to time.

The Committee has been entrusted with necessary powers to discharge the abovementioned roles and responsibilities. The Company has uploaded the CSR Policy and the Annual Report on CSR Activities for the financial year 2014-15 on its website, accessible at weblink: <http://www.mangroup.com/CSR%20Policy.pdf>

7. SUBSIDIARY COMPANIES

The Company has 3 subsidiary companies and none of them falls under the definition of "material non listed Indian subsidiary". The Audit Committee reviews the financial statements and, in particular, the investments made by the subsidiary companies. The minutes of the board meetings of the subsidiary companies are periodically placed before the Board. The Board is periodically informed about all significant transactions and arrangements entered into by these subsidiary Companies.

The Company has formulated a Policy for determining 'material' subsidiaries in accordance with the provisions of Clause 49(V) (D) of the Listing Agreement. The Company has uploaded the Policy on Material Subsidiaries on its website, accessible at the weblink: <http://www.mangroup.com/Policy%20on%20Related%20Party%20Transactions.pdf>

8. CEO/ CFO CERTIFICATION

A certificate given by the Chairman and Chief Financial Officer of the Company to the Board, in accordance with the provisions of Clause 49(IX) of the Listing Agreement, on the accuracy of the financial statements for the financial year ended March 31, 2015 and adequacy of internal controls is annexed hereto and forms an integral part of this Report.

9. COMPLIANCE REPORTS/AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

During the financial year 2014-15, quarterly compliance reports on corporate governance have been submitted by the Company to the stock exchanges within the time limit prescribed under Clause 49(X)(B) of the Listing Agreement and the same are also uploaded on its website.

A certificate from the Statutory Auditors confirming the compliance of the conditions of corporate governance by the Company as required under Clause 49(XI)(A) of the Listing Agreement is annexed hereto and forms an integral part of this Report.

10. DISCLOSURES

A) Disclosure on materially significant related party transactions having potential conflict with the interest of the Company at large

The Company has not entered into any materially significant transaction with related parties having potential conflict with its interest at large during the financial year 2014-15. The statements containing the transactions entered into by the Company with related parties at arm's length basis, at the prevalent market prices and in the ordinary course of business are reviewed by the Audit Committee on quarterly basis.

In accordance with the provisions of Clause 49(VII) (C) of the Listing Agreement, the Board has, upon the recommendations made by the Audit Committee, formulated a Policy on materiality of related party transactions and also on dealing with related party transaction^ The Comply has uploaded the Policy on Related Party Transactions on its website accessible at the weblink: <http://www.mangroup.com/Policy%20on%20Related%20Party%20Transactions.pdf>

B) Disclosure of Accounting Treatment

The financial statements for the financial year ended March 31, 2015 have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013. The Company has not adopted a treatment different from that prescribed in the Accounting Standards in their preparation.

C) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to Capital Markets, during the last three years

There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to Capital Markets, during the last three years.

D) Whistle Blower Policy

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy to provide a mechanism to its Directors, Employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of its Code of Conduct.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. During the financial year 2014-15, no employee was denied access to the Audit Committee.

The Company has uploaded the Whistle Blower Policy on its website, accessible at the weblink: www.mangroup.com/ Vigil%20Mechanism.pdf

E) Disclosure by Senior Management Personnel

No material financial and commercial transactions were entered into by the Company with the Senior Management Personnel, where they could have had personal interest conflicting with its interest at large.

F) Reconciliation of Share Capital Audit

Reconciliation of Share Capital Audit Report pursuant to Regulation 55A of SEBI (Depositories and Participants) Regulations, 1996 submitted by M/s Rishikesh Vyas & Associates, Company Secretaries confirms that as on March 31, 2015, the aggregate number of equity shares of the Company held in demat form with NSDL, CDSL and in physical form were reconciled with the total number of issued/paid-up shares of the Company.

G) Risk Management

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. The Company has framed the risk assessment and minimization procedure which is periodically reviewed by the Board.

H) Compliance with mandatory and non-mandatory requirements of Clause 49 of the Listing Agreement

The Company has complied with all the applicable mandatory requirements as prescribed under Clause 49 of the Listing Agreement. Details of these compliances have been disclosed in the relevant sections of this Report. The status of compliance with the nonmandatory requirements as prescribed in Annexure XIII to Clause 49 of the Listing Agreement is provided herein below:

i. The Board

This Clause is not applicable to the Company as the Chairman of the Board is not a Non-Executive Director.

ii. Shareholder Rights

The Company publishes its quarterly/half yearly and annual financial results in English and Marathi newspapers having wide circulation. The financial results and significant events, if any, are communicated by the Company to the Stock Exchanges and are also uploaded on its website i.e. www.mangroup.com . The same are not sent to the members individually.

iii Audit Qualifications

There are no qualifications in the Auditors' Report on the financial statements for the financial year ended March 31, 2015 except for the qualifications made by the Statutory Auditors which are disclosed in the Directors' Report alongwith explanation/comments of the Board thereon.

iv. Separate posts of Chairman and CEO Mr. R.C. Mansukhani is the Chairman of the Company and CEO.

v. Reporting of Internal Auditor Internal Auditor of the Company reports to the Audit Committee of the Company.

11. MEANS OF COMMUNICATION

i. Quarterly/Half Yearly/Annual Results

Quarterly/Half Yearly/Annual Results of the Company are regularly submitted to the Stock Exchanges through NSE Electronic Application Processing System (NEAPS) and BSE Corporate Compliance & Listing Centre (the "Listing Centre"). The same are also published in the 'Business Standard'/'Free Press Journal' and 'Tarun Bharat'/'Navshakti'.

ii. Website

The Company posts its Quarterly/Half Yearly/Annual Results, Annual Report, official news releases, presentations made to investors and transcripts of the meetings with institutional investors/analysts on its website i.e. www.mangroup.com . This website contains the basic information about the Company e.g. details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances and such other details prescribed under Clause 54 of the Listing Agreement. The Company ensures that the contents of its website are updated at all times.

iii. Designated e-mail id

The Company has designated an e-mail id viz. investor.relation@maninds.org  to enable the Members to register their complaints, if any, for expeditious redressal.

12. Management Discussion and Analysis Report

Management Discussion and Analysis Report containing the details as required under Clause 49(VIII)(D)(1) of the Listing Agreement forms an integral part of the Annual Report.

13. GENERAL SHAREHOLDER INFORMATION

I 27th Annual General Meeting

Day, Date and Time Venue

December 28, 2015 11:00 a.m.

Juhu Vile Parle Gymkhana Club, Plot No U/13, J.V.P.D. Scheme, 13th Road, Juhu, Opposite Juhu Bus Depot, Juhu Mumbai, Maharashtra 400049

II Financial Calendar

Financial Year

1st April to 31st March

Financial reporting of results

Quarterly unaudited results (other than last quarter) Within 45 days from the end of quarter

Annual audited results Within 60 days from the end of the last quarter

III Book Closure Date

December 22, 2015 to December 28, 2015 (both days inclusive)

IV Dividend Payment Date

On or after December 28, 2015 (within the statutory time limit of 30 days) subject to shareholders' approval at the Annual General Meeting.

V Registrar and Share Transfer Agents

Link Intime (India) Pvt. Ltd.

C/13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078

Ph: 022-25946970 Fax: 022-25946969

Email:rnt.helpdesk@linkintime.co.in

VI Share Transfer System

Share transfers in physical form are required to be lodged with the Registrar and Share Transfer Agents. The Company obtains half-yearly certificate from M/s. Rishikesh Vyas & Associates, Practicing Company Secretaries confirming the compliance by the Company of the timelines specified under Clause 47(c) of the Listing Agreement for registering transfer/ transmission etc. and files the same with the stock exchanges in the prescribed timeline.

VII Corporate Identification Number (CIN)

L99999MH1988PLC047408

VIII Listing on Stock Exchanges

BSE Limited (Scrip Code: 513269)

National Stock Exchange of India Limited (Trading Symbol: MANINDS)

The Company has paid the annual listing fees for the financial year 2015-16 to BSE and NSE in the prescribed timelines.

IX Dematerialization of Shares :

Trading in equity shares of the Company is permitted only in dematerialized form. The Company's shares are held in dematerialized form to the extent of 97.41% of the total issued and paid up shares as on March 31, 2015.

The promoters hold their entire shareholding in dematerialized form.

X Demat ISIN For Equity Shares

INE993A01026

XI Outstanding GDRs/ ADRs/ Warrants / Convertible Instruments and their impact on equity

The Company does not have any outstanding GDRs/ADRs Warrants/ Convertible instruments as on March 31, 2015.

XII Plant Locations

1. Plot No. 257/258 B, Sector No. 1 Pithampur Industrial Area Pithampur (Near Indore) District: Dhar (MP) Ph: 07292-253666

2. Village: Khedoi Taluka: Anjar District: Kutch (Gujarat) Ph: 02836-249160

XIII

XIII Address for Correspondence Registered Office:

Man House, 101, S. V. Road,Opp. Pawan Hans, Vile Parle (W),Mumbai - 400056

ELECTRONIC CLEARING SCHEME (ECS) FOR DIVIDEND

The Reserve Bank of India (RBI) has provided an Electronic Clearance Scheme (ECS) to the investors as an option to receive dividend directly through their bank accounts rather than receiving the same in the form of Dividend Warrants. Under this option, an investor's bank account is directly credited and the intimation thereof is sent by the Company to the Shareholder.

This service provides instantaneous credit to the shareholders account not only protects against fraudulent interception and encashment of dividend warrant but also eliminates dependence on the postal system, loss/damage of dividend warrants in transit and correspondence relating to revalidation/ issue of duplicate warrants.

SHAREHOLDERS HOLDING SHARE IN PHYSICAL FORM

Investors who would like to avail this facility and are holding shares in physical form may send in their ECS Mandate Form, dully filled in to the Company's Registrar and Transfer Agent, Link Intime India Pvt. Ltd. (formerly know as Intime Spectrum Registry Ltd, C/13 Pannalal Silk Mills Compound, L. B. S. Road, Bhandup (West), Mumbai - 400078. The ECS mandate form is annexed at the end of the Annual Report. The ECS Mandate Instruction should be under the signature of the shareholder as per the specimen signature records lodged by the Company.

SHAREHOLDERS HOLDING SHARE IN ELECTRONIC/DEMAT FORM

Investors holding shares in demat or electronic form may send in their ECS Mandate Form, duly filled in to the concerned Depository Participant (DP) directly in the format prescribed by the DP. Pursuant to the depository regulations, the Company is obliged to pay dividend on dematerialized shares as per the details furnished by the concerned DP. The Company or the Registrar & Transfer Agent cannot make any change in the records received from the Depository.

UNPAID/UNCLAIMED DIVIDEND

In terms of section 205A and 205C of the companies Act 1956, the company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Shareholders are requested to ensure that they claim the dividend (s) from the Company before transfer to the Investor Education and Protection Fund.