REPORT ON CORPORATE GOVERNANCE 2014-15
The Directors present the Company's Report on Corporate Governance for the year ended 2014-15.
Philosophy on Corporate Governance:
The Marathon Group is committed to the highest standards of service in the sector. The vision of the Company is to provide the customer a product, meeting the highest standard of excellence at the most reasonable price.
The Marathon Group in general and Marathon Nextgen Realty Limited in particular is committed to the adherence of all compliances in true spirit, at all times and the adoption of the best practices conducive to maintain good governance. Our inherent desire to improve and innovate brings out good governance practices which reflect and redefine the Marathon culture at every point of time-all this is deeply ingrained in our value system and forms part of the strategic thought process - our philosophy mainly rests on five basic concepts, viz., i) Board accountability to the company and shareholders as a whole, ii) guidance and effective monitoring by the Board in strict terms, iii) protection of minority interests and rights (iv) equitable treatment to all concerned and v) transparency and timely disclosure.
Keeping in view of the above philosophy, the Company has been striving continuously for maintaining excellence through adoption of good governance and disclosure practices. The company has complied and/or has been complying with the provisions contained in Clause 49 of the Listing Agreement (as amended) as detailed hereunder:
1. MANDATORY REQUIREMENTS:
S Proper composition of the Board of Directors
•f Timely dissemination of material information to the shareholders concerning their interests
•S Transparency and accountability
•f Adequate internal control measures
S Compliance with the applicable laws and regulations
3. (i) Board/Committee Meetings and Proceedings:
The Company has a methodical and well designed process of placing vital and sufficient intimation before the Board pertaining to business to be considered at each Board Meeting. This enables the members of the Board to actively and freely participate in discussions in the meeting and the Board in turn is able to take corrective and appropriate decision based on the available inputs from the Members of the Board. The Members of the Board are also updated upon various events as are required under the Listing Agreement.
On the advice of the Managing Director of the Company and in compliance of the Secretarial Standards, the Company Secretary after collecting and collating details and information from the concerned department, finalizes the agenda for the Board
Meeting which is distributed to all members of the Board in advance.
(ii) Number of Board Meetings and other details held and the dates on which held:
Five Board Meetings were held during the Financial Year ended 31st March 2015 on the following dates: May 28,2014; August 14,2014; September 24,2014, November 5,2014 and February 13,2015.
4. AUDIT COMMITTEE:
During the Year ended March 31,2015 five Audit Committee Meetings were held on the following dates: May 28,2014; August 14,2014; September 24,2014; November 5,2014and February 13,2015
The Audit Committee during the year ended 31st March 2015 reviewed:
(i) the Company's financial reporting process
(ii) disclosure of financial information
(iii) the periodical and annual financial statements
(iv) related partytransactions
(v) risk assessment
(vi) adequacy of internal control
(vii) performance of Auditors
(vii) vigil mechanism process
5. Nomination 8i Remuneration Committee
b. The role and the terms of reference of the Committee:
The role of the committee shall, inter-alia, include the following:
1. Formulation of the criteria for determining qualifications, positive attributes and managerial personnel and recommend to the Board a policy, relating to the remuneration/commission ofthe directors, managerial personnel and other employees;
2. Formulation of criteria for evaluation of managerial personnel;
3. Devising a policy on Board diversity;
A meeting of the said Committee was held on May 22,2015 to reviewand recommend the Commission payable to the CMD for the year under review
Related Party Transactions:
Related Party Transaction under Clause 49 of the Listing Agreement is defined as, "transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged"
Transaction with a related party shall be considered material if the transaction/transactions to be entered into individually or taken together with previous transactions during the financial year, exceeds 10% of the annual consolidated turnover of the company as per the last audited financial statements.
There were no material transactions with related parties during the financial year ended on 31 st March 2015 which are prejudicial to the interest of the Company and its shareholders.
Transaction with related parties are discussed in Note No. 24 of the accounts in the Annual Report-2014-15
9. Statutory Compliance, Penalties and Strictures:
The Company has complied with all requirements of the Listing Agreement entered into with the Stock Exchanges as well as the regulations and guidelines of SEBI.
There were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any Statutory Authority for non-compliance of any matter relating to the capital markets during the last three years.
10. Means of Communication:
The quarterly and half-yearly results are regularly submitted to the Stock Exchanges in accordance with the Listing Agreement and are published in one English daily newspaper and one vernacular daily news paper having adequate circulation.
The Management Discussion and Analysis Report forms part of this Annual Report.
There were no presentations made to the institutional investors or analysts separately
11. GENERAL SHAREHOLDERS INFORMATION
Annual General Meeting 38 Annual General Meeting
Date and Time : Friday, August 28,2015 at 3.30 p.m.
Venue : Kilachand Conference Hall, 2 Floor, Indian Merchants' Chamber Building IMC Marg, Churchgate, Mumbai 400 020.
Financial Year : April 1,2014 to March 31,2015
Date of Book Closure : August 21, 2015 to August 28, 2015
Listing on Stock Exchanges Bombay Stock Exchange
(a) Stock Code 503101
(b) ISIN in NSDL & CDSL INE182D01012
Registrar & Transfer Agents: Adroit Corporate Services Private Limited 19/20 Jaferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (East), Mumbai 400 059. Email: email@example.com
Share Transfer System :
Share transfers are registered and duly transferred share certificates are returned to the lodger within a period of fifteen days from the date of receipt, if the documents are otherwise in order.
Share transfers and other related requests are considered for approval every fortnight by the Share Transfer Committee.
Outstanding GDRs/ ADR;/ Warrants or any convertible instruments conversion date and likely impact on equity: Not Applicable
Address for correspondence:
The Shareholders may send their queries to the e-mail address, firstname.lastname@example.org, proactively managed by the Company, under the Stakeholders1/ Investors' Grievance Committee at its corporate office:
Marathon Nextgen Realty Limited 8 Floor,Marathon Max, Jnof Mulund Goregaon Link Road, Mulund (W) Mumbai 400080. Tel.:022 67728474 Registered Office: Marathon Nextgen Realty Limted Marathon Futurex, N.M. Joshi Marg, Lower Parel (West), Mumbai 400013. Tel.: 022 24925869/24963547 Fax: 022 2496 3560 Website: marathonnextgenrealty.com
Registrar and Share Transfer Agents:
Adroit Corporate Services Private Limited 19/20 Jaferbhoy Industrial Estate, 1 st Floor, Makwana Road, Marol Naka, Andheri (East), Mumbai 400 059 Tel.: 022 2859 4060/6060/4442 Fax: 022 2850 3748 e-mail: email@example.com
Secretarial Audit Reports:
Quarterly Secretarial Audit Reports were furnished to the Stock Exchanges on the following dates:
Quarter ended on Furnished on
June 30,2014 July 17,2014
September 30,2014 October 22,2014
December 31,2014 January21,2015
March 31,2015 May27,2015