27 Apr 2017 | Livemint.com

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Mapro Industries Ltd.

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Mapro Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

The Directors Present the Company's Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchange.

Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders' aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the organization. The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability in the management's higher echelons. The demands of Corporate Governance require professionals to raise their competence and capability levels to meet the expectations in managing the enterprise and its resources effectively with the highest standards of ethics. It has thus become crucial to foster and sustain a culture that integrates all components of good governance by carefully balancing the complex inter-relationship among the Board of Directors,

BEST CORPORATE GOVERNANCE PRACTICES

Mapro Industries Limited maintains the highest standards of Corporate Governance. It is the Company's constant endeavor to adopt the best Corporate Governance practices keeping in view the international codes of Corporate Governance and practices of well-known global companies.

BOARD OF DIRECTORS

Board Composition and Category of Directors:

The composition of the Board of Directors of the Company is in conformity with the Provision of the Companies Act, 2013 and of clause 49 of the Listing Agreement with the Stock Exchange. The Company has an optimum combination of Executive and Non-Executive Directors.As on March 31, 2015, the strength of the Board was five Directors comprising of two Executive and three Non-Executive Directors of the Company. More than Fifty per cent of the Board comprised of Independent Directors.

During the year the Twelve (12) Meeting of Board of Directors of the Company held. Attendance of directors at Board Meeting, Last Annual General Meeting (AGM) & number of other directorship and Chairmanship/Memberships of Committees of each Director in various Companies as on 31st March, 2015.

BOARD PROCEDURE

A tentative annual calendar of Board and committee Meeting is agreed upon at the beginning of the year. Additional meetings are held, whenever necessary.

The agenda and notes on agenda are circulated to the Board Members in advance for facilitating meaningful and focused discussion at the Board Meeting. The Board Members, in consultation with the chairman may bring up any matter for consideration of the Board.

The Board periodically reviews compliance report of all laws applicable to the Company. Steps are taken by the Company to rectify the instances of non-compliance, if any noticed.

BOARD COMMITTEES

The terms of reference of Board Committees are determined by the Board from time to time. Presently the Company has three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All the decisions pertaining to the constitution of the Committees, appointment of members, and fixing of terms of reference for committee members are taken by the Board of Directors.

AUDIT COMMITTEE

The Audit Committee was constituted in accordance with the provisions of section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement at a board meeting. The major tasks performed by the Audit Committee may be grouped under the following heads:

Statutory Audit, Internal Audit, Reporting And Other Aspects

•The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process The Committee acts as a link between the Management, Auditors and the Board of Directors of the Company and has full access to the financial Information.

•Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible and ensuring timely submission to statutory authorities.

• Reviewing the Management Discussion & Analysis of financial and operational performance. • Review the adequacy and effectiveness of the company's system and internal control.

• To review the functioning of the Whistle Blower mechanism.

Roles of the Audit Committee

•Review and recommend to the Board the appointment/re-appointment of the Statutory Auditors and internal Auditors considering their independence and effectiveness and their replacement and removal.

•To recommend to the Board the remuneration of the Statutory Auditors and internal auditors

•Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

•Discussion with internal auditors of any significant findings and follow up there on.

• Changes, if any, in accounting policies and practices and reasons for the same:

Powers of the Audit Committee

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal or other professional advice.

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Meeting Details

During the year the Committee had 4 meetings i.e. on 29th May, 2014; 13th August, 2014; 13th November, 2014 and 13th February, 2015.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was constituted in accordance with the provision of Section 178 of the Companies Act, 2013 and Clause 49 of Listing Agreement at a Board Meeting. The terms of reference, role and scope Nomination & Remuneration Committee are in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges read with Section 178 of the Companies Act, 2013.

The Terms of Reference of the Committee are as follows

• 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 employees;

• Formulation of criteria for evaluation of Independent Directors and the Board;

• Devising a policy on Board diversity;

• 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 remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. The workers at the factory as well as those rendering clerical, administrative and Professional services are suitably remunerated according to the industry norms.

• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable; • Perform such other functions as may be necessary or appropriate for the performance of its duties

• Atul kumar Sultania ceased to be the member of this committee w.e.f. 26thMarch,, 2015 and Suman Gupta became the member of this committee w.e.f 26th March, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee was constituted in accordance with the provision section 178 of the Companies Act, 2013 and Clause 49 of Listing Agreement at a Board Meeting. The terms of reference, role and scope Stakeholder Relationship Committee are in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges read with Section 178 of the Companies Act, 2013.

The Committee Performs Following Functions

• Transfer/Transmission of shares.

• Issue of Duplicate Share Certificates.

• Review of Share dematerialization and re-materialization.

• Monitoring the expeditious Redressal of Investor Grievances.

• Monitoring the performance of company's Registrar & Transfer Agent.

Meeting Details

During the year the Committee had 4 meetings i.e. on 29th May, 2014; 13th August, 2014; 13th November, 2014 and 13th February, 2015.

Detail of Complaints:

• No. of shareholders' complaints pending as on 1st April, 2014 : Nil

• No. of shareholders' complaints received during the Year : Nil

• No. of shareholders' complaints redressed during the Year : Nil

• No. of shareholders' complaints pending as on 31st March, 2015 : Nil

INDEPENDENT DIRECTORS MEETING

During the year under review , the Independent Directors met on February 13, 2015 inter alia to discuss:

• Review the performance of non-independent directors and the Board as a whole;

• Review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

• Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Executives Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. - Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence.

A copy of the Code has been put on the Company's website www.maproindustries.com . The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually.

Detail of Complaints:

• No. of shareholders' complaints pending as on 1st April, 2014 : Nil

• No. of shareholders' complaints received during the Year : Nil

• No. of shareholders' complaints redressed during the Year : Nil

• No. of shareholders' complaints pending as on 31st March, 2015 : Nil

INDEPENDENT DIRECTORS MEETING

During the year under review , the Independent Directors met on February 13, 2015 inter alia to discuss:

• Review the performance of non-independent directors and the Board as a whole;

• Review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

• Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Executives Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. - Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence.

A copy of the Code has been put on the Company's website www.maproindustries.com . The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually.

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee and the policy is available on the Company's Website : www.maproindustries.com  

RISK MANAGEMENT

The Company has been addressing various risk impacting the company and the policy of the company on risk management is provided in the website www.maproindustries.com   

COMPLIANCE WITH ACCOUNTING STANDARDS

In the preparation of the financial statements, the company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have set out in the Notes to the financial Statements.

DISCLOSURES

The company has always ensured fair code of conduct and maintained transparency. There were no instances of non­compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

In accordance with requirement of Companies Act as well as listing agreement a vigil mechanism has been adopted by the board of directors and accordingly a whistle blower policy has been formulated with a view to provide a mechanism for employees of the company to approach Internal Auditor or Chairman of the Audit Committee of the Company to report any grievance. A link to such policy is also provided in the website of the company.

Compliances , rules & regulations as laid down by various statutory authorities has always been observed by the company since such change over both in letter as well as in spirit.

The Board has obtained certificates/disclosures from key management personnel confirming they do not have any material financial and commercial interest in transactions with the company at large.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO Certification is provided in the Annual Report.

• The financial statements and the Cash Flow Statement for the year have been reviewed and to the best of his knowledge and belief:

• He accepts responsibility for establishing and maintaining internal controls for financial reporting and that he has evaluated the effectiveness of internal control systems of the company pertaining to financial reporting.

• To the best of his knowledge and belief no transactions entered into by the company during the year are fraudulent, illegal or violate the Company's code of conduct.

MEANS OF COMMUNICATION

Quarterly, Half -yearly and Annual Financial Results of the Company are communicated to the Stock Exchange immediately after the same are considered by the Board and are published in the newspaper i.e. Business Standard

(English) and Aapla Mahanagar (Marathi) within 48 hours of the conclusion of the Board Meeting.. The results of the Company are also made available on the Company's website i.e. www.maproindustries.com.and > on the Official website of Bombay Stock Exchange Ltd. (www.bseindia.com ).

Annual Report in respect of each financial year is mailed to all shareholders in August/September of each calendar year.Each Report contains the annual accounts of the company in respect of the financial year with the Directors' and Auditors' Reports. Also included in each Annual Report the Notice convening the annual general meeting, the financial year's Corporate Governance Report and the cash flow statement together with the corresponding reports of the auditors.

REGISTRARS AND SHARE TRANSFER AGENTS:

Shareholders may contact the Company's Registrar and Share Transfer Agent (for both physical and demat segments) at the following address for any assistance regarding dematerialization of shares, share transfers, transmission, change of address, non-receipt of annual report and any other query relating to the shares of the Company:

Purva Sharegistry (India) Pvt. Ltd.

9, Shiv Shakti Industrial Estate R Boricha Marg, Opp. Kasturba Hospital, Lower Parle (E), Mumbai-400 011

Website: www.purvashare.com

Telephone No: (022) 2301-0771 / 2301-8261

E Mail: busicomp@vsnl.com  

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant.

GENERAL SHAREHOLDING INFORMATION

Date, time and venue of the Annual General Meeting

Date-26th September, 2015 Time- 11:30 a.m.

Venue-505, Corporate Corner, Sunder Nagar, Malad ( West), Mumbai- 400064

Financial year

The company observes 1st April to 31st March as its financial year.

Financial Calendar (tentative)

First Quarter Results: Second week of August, 2014

Second Quarter Results: Second week of November, 2014

Third Quarter Results : Second week of February, 2015

Fourth Quarter and Annual Results : Last week of May, 2015

Book Closure Date

21st September, 2015 to 26th September, 2015 (Both days inclusive).

Registered Office

505, Corporate Corner, Sunder Nagar, Malad ( West), Mumbai-400064

Dividend Payment Date

NIL

Listing on Stock Exchanges

The Company is listed on the BSE Limited. The annual listing fees have been paid and there is no outstanding payment towards the Stock Exchanges as on date.

Scrip ID/Code OF BSE

509762

International Securities Identification Number (ISIN)

The Company's scrip forms a part of SEBI's compulsory Demat Segment bearing ISIN No. INE848M01019

Corporate Identity Number (CIN)

The Company's CIN, allotted by the Ministry of Corporate Affairs, Government of India, is L70101MH1973PLC020670. The Company is registered at Mumbai in the State of Maharashtra, India.

COMPANY’S CORPORATE WEBSITE

The Company's website is a comprehensive reference on Mapro Industries Limited Corporate Information, Projects and Financials, Board of Directors, Shareholding Pattern and Corporate Governance. The Section on 'Investor Information' serves to inform the shareholders, by giving complete financial details, shareholding patterns. Corporate benefits, information relating to Registrar & Transfer agents and the Compliance Officer etc.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

As part of the green initiative process, the company has taken an initiative of sending documents like notice of calling Annual General Meeting, Corporate Governance, Directors Report, Audited Financial Statements, Auditors Report etc., by email. Physical copies are sent only to those shareholders whose email addresses are not registered with the company. Shareholders are requested to register their email id with Registrar and Share Transfer Agent/concerned depository.

FINANCIAL CALENDAR (TENTATIVE AND SUBJECT TO CHANGE)

The Financial Year of the Company is April to March.

Particulars

Tentative Period 1st April, 2015 to 31st March, 2016

Financial reporting for the quarter ending June 30, 2015 Within 45 days of the end of Quarter.

Financial reporting for the quarter ending September 30, 2015 Within 45 days of the end of Quarter.

Financial reporting for the quarter ending December 31, 2015 Within 45 days of the end of Quarter.

Financial reporting for the quarter ending March 31, 2015 Within 60 days of end of Quarter

Annual General Meeting for the year ending 31st March, 2015 Last week of September 2016

SHARE TRANSFER SYSTEM

Share transfers are processed and share certificates duly endorsed are delivered within a period of seven days from the date of receipt, subject to documents being valid and complete in all respects. The Board has delegated the authority for approving transfer, transmission, etc. of the Company's securities to the Managing Director and/or Company Secretary. A summary of transfer/transmission of securities of the Company so approved by the Managing Director/ Company Secretary is placed at every Board meeting / Stakeholders' Relationship Committee. The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement and files a copy of the said certificate with Stock Exchanges.

DEMATERILISATION OF SHARES AND LIQUIDITY

The shares of the Company form part of the Compulsory Demat Segment. The Company has established Connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through its Registrar, Purva Sharegistry (India) Pvt. Ltd.

OUTSTANDING GDRS / ADRS / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS ETC.

As on date, the Company has not issued these types of securities.

RECONCILATION OF SHARE CAPITAL AUDIT

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Securities Depository Limited (CDSL) and the total issued and paid-up capital. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is placed before the Board of Directors of the Company.

SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES):

SEBI has initiated SCORES for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints. The company is in compliance with the SCORES an redressed the shareholders complaints well within the stipulated time

COMPLIANCE REPORT ON CORPORATE GOVERNANCE

The quarterly compliance report on Corporate Governance is submitted to the Stock Exchange within 15 days from the close of each quarter as per the format specified in clause 49 of the Equity Listing Agreement.

INVESTORS' CORRESPONDENCE

The Shareholders can contact the Company for Secretarial matters Corporate Corner, Sunder Nagar, Malad (W), Mumbai- 400064, Maharashtra.