REPORT ON CORPORATE GOVERNANCE
The report on Corporate Governance for the year ended 31st March 2015 is as under:-
1. Company's Philosophy
Good corporate governance makes excellent business sense. Your Company respects the rights of stakeholders to information relating to the affairs of the Company and shall strive to achieve maximum transparency and your Company provides herewith information on its code of governance.
2. Board of Director
The Board composition is in conformity with the relevant provisions of Companies Act, 2013 and requirement of Securities and Exchange Board of India (SEBI) guidelines as amended. The present strength of the Board is Nine Directors comprising Three Executive Director and Six Non-Executive Directors including Chairman. None of the Directors on the Board is a Member on more than 10 Committees and Chairman more than 5 Committees (as specified in Clause 49 of the Listing Agreement), across all the Companies in which he/she is a Director. Committees include Audit Committee and Stakeholders Relationship Committee. All Directors have certified that the disqualifications mentioned under the provisions of Companies Act, 2013 do not apply to them. The independent Directors are entitled to sitting fees for every meeting of the Board or Committee thereof attended by them.
3. Code Of Conduct Board Members And Senior Management Of The Company
Applicability – To all members of the Board of Directors & Key Managerial Personnel.
Code – All the above named persons have agreed to – (a) act ethically, diligently and in the best interests of the Company; (b) maintain confidentiality of information, transparency in dealings and avoid conflict of interests, during & after termination of association with the Company; (c) abide by applicable laws including insider trading policy; (d) not to cause any harm, directly or indirectly, to the Company or its reputation or its employees; (e) assist the management to review & upgrade this policy periodically.
Declaration – All the board members and senior personnel have affirmed compliance with the above code of conduct for 2014-15 and this Code is posted on the Company’s website.
4. Code For Prevention Of Insider Trading
In accordance with the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015, as amended in January 2015, the Board of Directors of the Company has formulated the code of conduct for prevention of insider trading in shares of the Company by its Directors and employees.
5. CEO and CFO Certification
In accordance with the requirement of Corporate Governance Clause 49(IX) of the Listing Agreement, the Board of Directors of the Company have been furnished with the requisite certificate from the CEO i.e. Managing Director and Chief Financial Officer (CFO) of the Company.
6. Audit Committee
Terms of Reference – The primary objective of this Committee is to supervise the financial reporting, audit and internal controls processes, with a view to ensure accurate and timely disclosures.
11. Number Of Board Meetings And Board Procedures
Your Company's Board met 9 times during the period and details of the meetings are highlighted below. Agenda papers along with explanatory notes were circulated to the Directors well in advance of the meeting. The senior management personnel were invited to participate in matters of interest, importance and relevance. The Board has access to any information within your Company and every effort is made to ensure that the information is adequate and appropriate to enable the Board to take considered decisions on issues. Your Company has placed all relevant information before the Board as per Clause 49 of the Listing Agreement.
13. Disclosure Regarding Directors' Appointment And Re-Appointment
The personal information about the Directors being appointed / reappointed is already mentioned in the Directors Report and in the notice of the meeting convening Annual General Meeting and therefore is not separately mentioned in this report.
Related Party Transactions - The details of related party transactions are furnished under Notes to the Accounts and these have been placed before the Audit Committee who is of the opinion that there are no materially significant transactions that had conflict with the interest of the Company.
Accounting Code - Disclosures relating to accounting policies and accounting standards followed are provided in the board's report and Note to the accounts. The cash flow statement specifies the details of inflow, outflow and utilization of funds & generation (if any) of funds through issue of securities.
Non-compliance - There was no non-compliance during the year and no penalties were imposed on the Company by the Stock Exchange, SEBI or any other statutory authority. The Company obtained a certificate from the statutory auditor of the Company with respect to compliance with the conditions of corporate governance and annexed the certificate with the Directors' Report and sent the same to all the shareholders of the Company and to all the concerned Stock Exchanges along with the annual reports filed by the Company.
Risk Management - The Audit Committee has formulated informal risk assessment policies in consultation with the management and professionals along with measures for periodic review of these policies.
15. CEO / CFO Certification
The Chairman/MD and a director, in charge of the finance function, have given their certificate to the board which forms part of this report.
16. Meaning of Communication
Periodic financial results and official releases were displayed on the Company's website www. mangalfincorp.com . No presentations were made to institutional investors or to analysts during the year.
17. General Shareholders Information
AGM - date, time & venue
Monday, 30th September 2015 at 10.00 a.m., AIPMA House, A-52, 3rd Floor, Street No. 1, M.I.D.C. Marol, Andheri (East), Mumbai-400093.
1st April, 2014 to 31st March, 2015
Date of book closure
Thursday, 24th September 2015 to Wednesday 30th September 2015 (both days inclusive).
Dividend payment date
Listings on Stock Exchanges & Stock Code
Bombay Stock Exchanges; Code - 505850
ISIN Code (Demat)
Registrars & Transfer Agents
Link Intime India Pvt. Ltd. ,
C-13, Pannalal Silk Mills Compoumd, L.B.S. Marg, Bhandup (W), Mumbai-400078
Share Transfer System
The shares transfers (physical or demat) requests are processed by the Registrars, under the control of the Shareholder's Committee, within minimum time lag provided the lodgements are valid & error free.
Email : email@example.com