CORPORATE GOVERNANCE REPORT
Mardia Samyoung Capillary Tubes Company Limited has been following the Principles of good corporate governance over the years. Corporate governance at Mardia Samyoung Capillary Tubes Company Limited means, ensuring the compliance with regulatory requirements, but also means being responsive to aspirations of customers, stakeholders and expectations of the Society. The Company strives to achieve better performance.
The Board of Directors support the broad principles of corporate governance and lays strong emphasis on transparency, accountability and integrity. Given below is the report on corporate governance of the Company
a. Institutionalised decision making process:
With a view to institutionalise all corporate affairs and setting up systems and procedures for advanced planning for matters requiring discussion/decisions by the Board, the Company has defined guidelines for the meetings of the Board of Directors and committees thereof. These guidelines seek to systematize the decision making process at the meeting of Board/Committees, in an informed and efficient manner.
b. Scheduling and Section of Agenda Items:
All Board Committee Members are given notice of the meeting in advance. The meetings are governed by structured agenda. The agenda along with the explanatory notes are distributed well in advance.
c. Availability of information to the Members:
The Members have unqualified access to all information available with the Company. In fact, all items in the agenda are supported by detailed background information to enable the members to take informed decisions. The information generally provided to the Members includes:
1 Quarterly and Half-yearly financial results.
2 Minutes of meeting of Audit and other Committees of the Board.
3 Establishment and operations.
4 Minutes of Board Meeting, Annual General Meeting of Subsidiary Companies and significant transactions if any.
5 Related Party Transactions.
d. Recording minutes of the Proceedings.
Minutes of the proceeding of each board/ Committee meetings are recorded. Draft minutes are circulated amongst all members for their comments. The Minutes of the proceeding of the meetings are entered in the minutes book.
e. Follow up mechanism:
The guidelines for the Board / Committee meeting facilitate an effective post meeting follow-up, review and reporting process for the actions taken on decisions of the Board and Committees.
The Board periodically reviews the Compliance reports to ensure adherence to all applicable provisions of law, rules and guidelines.
g. Code of Conduct
The Company has laid down code of conduct which binds all the Board members and senior management of the Company. A declaration by the Chairman and Managing Director to this effect is appended to this report.
3. Board Meetings:
The Company placed before the Board all the relevant and necessary information at their meeting such as production, sales, exports review of product-wise business, any legal proceedings by or against the Company, Share Transfers, demat compliance, Quarterly Financial Results and such other information.
During the period from 01.04.2014 to 31.03.2015, 4 (Four Board Meetings were held on, 28-05-2014. 12-08-2014. 15-11-2014, 24-01-2015.
1. AUDIT COMMITTEE
II. Scope of Audit Committee The terms of reference:
The terms of reference and scope of Audit Committee are as laid down in clause 49 of the listing Agreement and section 292A of the Companies Act, 1956
II. Scope of Remuneration Committee:
The following matters are referred to the Remuneration Committee:
Fixing the remuneration payable to the Directors. Determining the remuneration policy of the Company.
III. Directors Remuneration
The Promoter - Executive Director is drawing remuneration, No Sitting Fees has been paid to any directors during the year accept the special director appointed by BIFR.
IV. Stock Options:
Company has not issued any stock options to its Directors.
3. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:
II. Scope of shareholders/investors grievance committee: The Committee administers the following Committee:
a. Transfer of Shares
b. Transmission of Shares
c. Issue of Duplicate Share Certificates
d. Change of Status
e. Change of Name
f. Transposition of Shares
g. Consolidation of Shares
h. Shareholders request for Dematerialisation./ Rematerialisation of Shares
The Board has delegated the power of Share Transfer to Registrar & Share Transfer Agents, who process the Transfer. The Committee also looks after Reversal of Investors grievance and performance of the Registrar and Transfer Agent of the Company.
The Committee monitors violations of the code of conduct prescribed by the Company for prevention of insider trading.
III. Compliance officer: Omana Nayak
i. Annual General Meeting:
Date: 30,h September, 2015. Time: 10.30 A.M.
Venue: J - 55, M. I. D. C, Industrial Area, Tarapur, Dist. Thane, Boisar - 401 506 Maharashtra.
ii. Financial Calendar:
Financial year of the Company is for a period of 12 months commencing from 1st April, 2014 to 31st March, 2015.
iii. Book Closures:
21s1 September, 2015 to 28* September 2015. (Both days inclusive)
iv. Dividend Payment Date:
The Board has not recommended dividend payable by the Company, hence not applicable.
v. Listing on Stock Exchange:
1. The Bombay Stock Exchange Limited -Rotunda Building, 1st Floor, P. J. Towers, Dalai Street, Fort, Mumbai - 400 001.
2. Ahmedabad Stock Exchange Limited - Kamdhenu Complex, Near Polytechnic, Panjara Pole, Ahmedabad- 380 015.
vi. Registrar and Transfer Agents.
The Company has engaged the Common agency for Share registry.
M/s Purva Sharegistry India Private Limited, No. 9, Shiv Shakti Industrial Estate, Ground Floor, J. R. Boricha Marg, opp. Kasturba Hospital, Lower Parel, Mumbai 400 Oil. Tel No 022 2301 8261 / 2301 6761. Fax No 2301 2517. Email : firstname.lastname@example.org
All correspondence with regard to Share Transfer, Change of Address etc. are to be addressed to the Company or its Registrar and Transfer Agents.
INVESTOR SERVICE DEPARTMENT:
Mardia Samyoung Capillary Tubes Company Limited. 1304, Lodha Supromas, Opp. World Tower, Lower Parel, Mumbai-400013.
vii. Share Transfer System:
? A shareholder's request is normally attended and reply is sent in 10-15 days time and the Certificates after transfer of Shares are returned within one-month period except in the cases that are constrained for technical reasons.
? Shares are being transferred and demat option letter in their respect are dispatched approximately within 20-25 days from the date of receipt, so long as the documents have been clear in all respects.
As the shareholders are aware the Securities and Exchange Board of India (SEBI), has included equity shares of the Company for compulsory dematerialised trading for all investors. The Company has already entered into agreements with Central Depository Services (India) Limited (CDSL) and with National Securities Depository Limited (NSDL) for dematerialisation of equity Shares, to enable members of the Company to select the depository of their choice for holding and dealing in shares in electronic form. The Shareholders are requested to make use of such facility for maximizing their convenience in the dealing of Company's Share. The ISIN (International Securities Identification Number) of the Company is INE277E01026.
? Investor Relations :
All complaints received from shareholders have been cleared within the financial year. The Complaints are generally replied to within 15 to 20 days from their lodgments with the Company. The Investors/members may write for their queries to Company's Investor Service Department.
ix Plant Location/Site Address:
J-55 MIDC Industrial Area, Boisar, Tarapur.
x Address for Correspondence:
Investor Service Department
Mardia Samyoung Capillary Tubes Company Limited 1304, Lodha Supromas, Opp. World Tower, Lower Parel, Mumbai-400013