CORPORATE GOVERNANCE REPORT FOR THE FINANCIAL YEAR 2014-2015
1. A BRIEF STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company always strives to achieve optimum performance at all levels by following and adhering to best corporate governance practices, such as:
Fair and transparent business practice.
Effective management Control by Board.
Adequate representation of promoter, executive and independent directors on the Board.
Compliance of Law.
Transparent and timely disclosures of financial and management information.
The annual operating plans, budgets, quarterly results, performance of various units\divisions and various other information, including those specified under Annexure 1A to the Clause 49 of Listing Agreement entered into by the Company with the Stock Exchange, and as amended from time to time, were duly placed before the Board of Directors of the Company
4. REMUNERATION TO DIRECTORS:
During the year the Company had paid remuneration of Rs.600000/- to Shri. SURESH BAFNA (DIN: 00056152), Managing Director. Presently, the Company has not formulated a scheme for grant of stock options either to Executive Directors or employees.
5. AUDIT COMMITTEE:
The Audit Committee consists of three Independent Directors. The members of the Committee are Shri. MAHESH TATED (DIN: 00488121), Chairman, Shri. BHUPAT L THAKKAR (DIN: 02526454) and Shri. YUVARAJ A JAIN (DIN: 00007745). The Statutory Auditor and Senior Executive officer are the invitees of all meetings of committee.
The terms of reference of the Audit Committee are wide enough covering the mandatory items as required under clause 49 of the Listing Agreement and its major functions are:
• To receive the Quarterly, Half-yearly and Annual Financial results, Management Discussion and Analysis statement of the Company, before submission to the Board.
• To recommend appointment of Auditors and fixing their remuneration.
• To discuss with the statutory auditor the nature and scope of the audit.
6. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board has constituted Stakeholder's Relationship committee in accordance with the provisions of the Companies Act, 2013 and clause 49 of the listing Agreement. The terms of reference of Shareholders/Investor's Grievance committee were conferred on the Stakeholder's Relationship committee and consequently, the Shareholders/ Investor's Grievance committee was dissolved. The members of the committee are Shri. YUVARAJ A JAIN (DIN: 00007745), Chairman and Shri. MAHESH TATED (DIN: 00488121), Member.
The Company's shares are compulsorily traded in dematerialised form. Hence the Committee has met at relevant intervals considering the volume of transfers received in the physical segment.
The Company has no transfers pending at the close of the financial year.
One Complaint was received during the year 2014-15 and the same was resolved.
7. NOMINATION AND REMUNERATION COMMITTEE:
Adhering to the requirements of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board of the Company has constituted Nomination and Remuneration Committee. The terms of reference of the 'Remuneration Committee' were conferred on the Nomination and Remuneration Committee and consequently, the remuneration Committee was dissolved.
The members of the Committee are Shri. BHUPAT L THAKKAR (DIN: 02526454) and Shri. MAHESH TATED (DIN: 00488121), Independent and Non-Executive Directors. The Main objective of the Committee is to decide amount of salary payable to Managing Director/ Whole-time Directors in case the total payment is exceeding limit prescribed under section 198 of the Companies Act, 1956 and 197 of the Companies Act, 2013. During the year the Company had paid remuneration of Rs.600000/- to Shri. SURESH BAFNA, Managing Director.
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Company's Articles of Association, Shri. SURESH BAFNA (DIN: 00056152), is due to retire by rotation and is eligible for re-appointment.
Shri. BHUPAT L THAKKAR (DIN: 02526454) and Shri. MAHESH TATED (DIN: 00488121), Directors of your Company, retire by rotation and being eligible, offers themselves for re-appointment. As per the Companies Act, 2013, an Independent Director shall be appointed for a period of five years on a non-rotational basis. Accordingly, Shri. BHUPAT L THAKKAR (DIN: 02526454) and Shri. MAHESH TATED (DIN: 00488121) being Independent Directors, are proposed to be appointed for a period of five years.
Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) was appointed as an Additional director of the Company during the financial year with effect from 27th March, 2015.
No transaction of material nature has been entered into by the Company with its promoters, directors or the management or relatives, etc., which may have potential conflict with the interest of the Company.
Disclosures of non-compliance by the Company:
The shares of your Company are continued to be listed on the BSE (Bombay Stock Exchange Limited). The shares of the Company were freely traded on the exchange until January, 2013, thereafter the trading on such shares and securities was suspended due to non-compliance of the clauses of Listing Agreement as entered with the Stock Exchange. The Company has thereafter complied with all the pending clauses and have made timely submissions with the Exchange.
The Company was thereafter given the in-principle approval for continuance of trading on the exchange. The Company has paid the revocation of trading suspension fees to the exchange.
The Stock Exchange has also imposed a penalty of Rs.19101/- for non-complying with the provisions of the listing agreement. The Company has paid the same.
Apart from this there were no instances of non-compliance or penalty or strictures imposed on the Company by SEBI or any other authority on any matter relating to Capital Markets during the last three years.
Transactions with related parties is disclosed in point No. 25 of Notes to the Accounts in the Financial Statements of this Annual Report 2014-2015.
The Company has obtained Secretarial Audit Report from M/s. MUNDHARA & CO, Company Secretaries for the year 2014-15. The observations made by the secretarial auditors and the explanation for the same is provided in the Director's Report.
11. CEO / CFO CERTIFICATION:
As required under Clause 49 of the Listing Agreements CEO/CFO certificate duly signed by Shri. SURESH BAFNA (DIN: 00056152), Chairman & Managing Director was placed at the meeting of the Board of Directors held on 29.05.2015.
12. CODE OF CONDUCT:
The Board of Mansi Finance (Chennai) Limited had laid down a code of conduct for all the Board members and the senior management. All the members and the senior management personnel have affirmed Compliance of the code. A declaration of Managing Director of the Company is attached with this Annual Report.
13. MEANS OF COMMUNICATION:
The Annual, half yearly and quarterly results are regularly submitted to the Stock Exchanges in accordance with the listing Agreement and also published in News papers. The Unaudited results for every quarter and the Audited results for the year end is published in Makkal Kural & Trinity Mirror news papers. The management discussion and analysis report is forming part of the Annual Report.
14. GENERAL SHAREHOLDERS INFORMATION:
a) Annual General Meeting: 21st Annual General Meeting of the Company will be held on Tuesday, the 29th September, 2015 at 'Mansi Mansion', No.22-B, Mulla Sahib Street, Sowcarpet, Chennai - 600 079, at 10.00 a.m.
b) Date of Book Closure: The Register of Members and Share Transfer Books of the Company will remain closed from 24th September, 2015 to 29th September, 2015 (both days inclusive).
c) Financial Year: 1st April, 2014 to 31st March, 2015.
d) Financial Calendar (Tentative):
First Quarter: July, 2015
Second Quarter & Half Yearly: October, 2015
Third Quarter: January, 2015
For the year ended 31st March, 2016: May, 2016
e) Listing on Stock Exchanges: The Bombay Stock Exchange Ltd with scrip code 511758
g) Share Transfer System:
Registrar & Share Transfer Agents: M/s. Cameo Corporate Services Limited. All the transfers are processed and approved by the Share Transfer Committee.
h) Distribution of Shareholdings as on March 31, 2015:
Distribution of Shareholdings pattern based on categories of shareholdings as on March 31, 2015.
i) Dematerialization of Shares:
The Company's Equity Shares are included in the list of Companies whose scrips have been mandated by SEBI for settlement only in dematerialized form by all investors. The Company has signed agreements with National Securities Depository Limited and Central Depository Services (India) Limited to offer depository service to its shareholders and has paid one time custody charges to NSDL and regularly paying annual charges to CDSL for the benefit of its members. The Company's ISIN is INE094E01017.
j) Outstanding GDR's/ADR's warrants or any Convertible Instruments:
During the year no Global Depository Receipts (GDRs) / American Depository Receipts (ADRs) / Warrants or any convertible instruments were issued.
k) Investor Correspondence:
For Transfer, Transmission, dematerialization of shares and change of address may be pleased to contact:
M/s. Cameo Corporate Services Limited
'Subramanian Building' No.1, Club House Road, CHENNAI - 600 002. Phone: (044) 28460930
For any other queries relating to Secretarial matters may be contacted with:
MANSI FINANCE (CHENNAI) LIMITED
"MANSI MANSION" No.22-B, Mulla Sahib Street, Sowcarpet,CHENNAI - 600 079. Phone: (044) 25292139
Shareholders holding shares in electronic mode shall send all their correspondences to their respective Depository Participant.
By order of the Board,
For MANSI FINANCE (CHENNAI) LIMITED
Chairman & Managing Director
Old No. 22, New No. 45,Mulla Sahib Street, Sowcarpet, Chennai - 600 079.