REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is a set of systems and practices to ensure that the affairs of the company are being managed in a way which ensures accountability, transparency, and fairness in all its transactions in the widest sense and meet its stakeholders' aspirations and societal expectations. The basic philosophy of Corporate Governance in the Company is to achieve business excellence and dedicate itself to increasing long-term shareholders value, keeping in view the needs and interest of all its stake holders. The Company is committed to transparency in all its dealings and places emphasis on business ethics. Your Company has been practicing the principles of good Corporate Governance, which comprise all activities that result in the control of the Company in a regulated manner, aiming to achieve transparent, accountable and fair management. The following Corporate Governance Practices have been adopted by the Board of Directors.
2. BOARD OF DIRECTORS
COMPOSITION OF THE BOARD
Your Company's Board presently comprises of 5 Directors - 2 Non-Executive Independent Directors, 1 Non-Executive Promoter Director, 1 Non-Executive Woman Director and 1 Executive Whole-time Director.
The details of the directors with regards to the other Indian Directorship positions held in any Committees of Board of Directors as well as attendance at Board Meetings / Annual General Meeting are as follows:
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board.
INVITEES: The Statutory Auditors of the Company are permanent invitees to the meeting.
The Chairman of the Audit Committee attended the Annual General Meeting of the Company held on 29th September, 2014 and he ensured that necessary clarifications and explanations were provided to the Members of the Company on issues regarding accounts and finance.
The Quarterly Un-audited Financial Results as well as the Annual Financial Statements are reviewed and examined by the members of the Audit Committee before recommendation of the same to the Board of Directors of the Company for their perusal and approval. The Audit Committee ensures an effective internal control system.
B. REMUNERATION COMMITTEE
The Remuneration Committee comprises of three Non-Executive Directors, out of which two are independent. The Chairman of the Committee, Mr. Ram Kumar Dalmia, is the Non-Executive Independent Director. No meeting of Remuneration Committee was held during the period under review.
TERMS OF REFERENCE
The Remuneration Committee of the Board is constituted to (a) formulate from time to time process for selection and appointment of new Directors and succession plans and (b) recommend to the Board from time to time, a compensation structure for Directors and the managers.
CODE OF CONDUCT
The Company has a Code of Conduct for all its Board members and Senior Management personnel for avoidance of conflict of interest. It has received the necessary declarations affirming compliance with it from all of them during the period from 01.04.2014 to 31.03.2015.
3. BOARD COMMITTEES
A. AUDIT COMMITTEE
TERMS OF REFERENCE
The Audit Committee has been mandated with the same terms of reference as specified in the Clause 49 of the Listing Agreement with Stock exchanges and covers all the aspects stipulated by the SEBI Guidelines. The terms of reference also fully confirm to the requirements of provisions of the Companies Act, 2013.
COMPOSITION, NAME OF MEMBERS AND CHAIRMAN
The Audit Committee comprises of three Non-Executive Directors, out of which two are independent. During the year, the Audit Committee met 5 times to deliberate on various matters on 29th May, 2014, 14th August, 2014, 22nd August, 2014, 14th November, 2014 and 13th February, 2015.
During the financial year ended 31st March, 2015, four meetings of the Committee were held on 29th May, 2014, 14th August, 2014, 14th November, 2014, and 13th February, 2015.
(a) Details of transactions with related parties during the year have been set out under Point No. P of Note No. 19 to Annual Accounts. However these are not materially significant and do not have any potential conflict with the interests of the Company at large.
(b) No penalty has been imposed or stricture has been made by SEBI or any Statutory Authorities on matters relating to Capital Markets except Stock Exchanges during the last three years.
(c) Your company has been complying with the non-mandatory requirement of the Listing Agreement with respect to Remuneration Committee only.
(d) The financial statements have been prepared as per the Accounting Standard issued by the Institute of Chartered Accountant of India and as prescribed under Companies (Accounting Standard) Rules, 2006 as applicable.
(e) The Company has a Risk Management Policy for risk identification, assessment and control to effectively manage risks associated with the business of the Company.
(f) CEO/CFO CERTIFICATION
As required by the Clause 49 of the Listing Agreement, the Certificate duly signed by Mr. Aditya Doshi, CEO & Whole-time Director was obtained.
7. MEANS OF COMMUNICATION
FINANCIAL RESULTS & ANNUAL REPORTS ETC.
The Quarterly Unaudited Financial Results and the Annual Audited Financial Results as taken on record and approved respectively by the Board of Directors of the Company are published in leading newspapers, i.e. The Business Standard/Financial Express (English), Kalanter (Bengali) and are also sent to the Stock Exchanges with which the shares of the Company are listed. The quarterly/annual results, press releases and the presentation made to the institutional investors/analysts are also uploaded on the website of the Company i.e www.mersl.in
8. GENERAL SHAREHOLDER INFORMATION
(i) ANNUAL GENERAL MEETING DETAILS:
Day & Date : Wednesday, 30th September, 2015
Venue: 432, Prince Anwar Shah Road (Surya Sen Mancha), Kolkata-700068
Time: 9:30 a.m.
Book Closure Dates : 24th September, 2014 to 30th September, 2014 (both days inclusive)
(ii) The financial year of the Company covers 1st April, 2014 to 31st March, 2015.
(iii) DIVIDEND PAYMENT DATE: N.A.
(x) OUTSTANDING GDRS/ADRS/WARRANT OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE ANDLIKELY IMPACT ON EQUITY: NIL
Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001 Telephone nos.: 022-2272 1233/34 Facsimile no. : 022-2272 1919 website : www.bseindia.com
STOCK CODE : 511688
The Calcutta Stock Exchange Ltd. 7 Lyons Range, Kolkata – 700001 Telephone nos.: 033-2210 4470/77 Facsimile no. : 033-2210 4500 website : www.cse-india.com
STOCK CODE : 023052
The annual listing fees for the financial year 2015 – 16 have been paid to the aforesaid Stock Exchanges.
(a) ISIN No. for the Company’s ordinary shares in demat form: INE963B01019
(b) Depository Connectivity: NSDL and CDSL
vi) REGISTRAR AND SHARE TRANSFER AGENT
MCS Share Transfer Agent Limited 12/1/5 Manoharpukur Road, Kolkata – 700026 Phone nos.: (033) 4072 4054 Facsimile no.: (033) 4072 4050 E-Mail: firstname.lastname@example.org
(vii) SHARE TRANSFER SYSTEM
All the transfers relating to the physical shares of the Company are processed by M/s. MCS Share Transfer Agent Limited, the Registrar and Share Transfer Agent of the Company and approved by the Share Transfer Committee, which attends the transfer formalities every fortnight. The power of transfer and transmission of shares in demat form has been delegated with M/s. MCS Share Transfer Agent Limited. The Compliance Officer oversees the work of MCS Share Transfer Agent Limited.
ix) DEMATERIALISATION OF SHAREHOLDING AND LIQUIDITY:
As per SEBI’s Guidelines, Company’s Ordinary Shares are compulsorily traded in Dematerialized form for all the investors with effect from 31st May, 1999.
As on 31st March, 2015, 94.48% of the Company’s total Ordinary Shares representing 62,82,974 Shares were held in dematerialized form and 3,67,026 shares representing 5.52% of paid-up share capital were held in physical form. The investors have an option to dematerialize their Ordinary Shares with either of the Depositories
(x) OUTSTANDING GDRS/ADRS/WARRANT OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY: NIL
(xi) PLANT LOCATION
The Company is engaged in the business of financial services and has no plant.
The Board of Directors has adopted draft Codes of fair disclosure and conduct, as prescribed by SEBI (Prohibition of Insider Trading) Regulation, 2015. The Codes became effective from w.e.f. 15/05/2015. The same has been placed on the Company's website.
(xiii)ADDRESS FOR CORRESPONDENCE
(a) FOR ROUTINE MATTERS:
Any assistance regarding share transfer and transmissions, change of address, non-receipt of dividends, duplicate/missing share certificates, demat and other matters, please write to the Share Department of the Company or contact to the Registrar & Share Transfer Agent.
(b) FOR REDRESSAL OF COMPLAINTS & GRIEVANCES
The Compliance Officer Mathew Easow Research Securities Limited "Rajkamal Building", 1st Floor 128, Rash Behari Avenue, Kolkata - 700 029 Phone Nos. (033) 2464 7022/4066 0354Facsimile: (033) 4066 0354Email : email@example.com Website : www.mersl.in
(9) MECHANISM FOR EVALUATING NON-EXECUTIVE BOARD MEMBERS
Non-executive Directors were being always evaluated by their own peer in the Board meetings during the year 201415, although there was no formal peer group review by the entire Board except the Directors concerned.
(10) WHISTLE BLOWER POLICY
The Company does not have any Whistle Blower Policy.
Whole-time Director & CEO
Place : Kolkata
Date : 24th August, 2015