CORPORATE GOVERNANCE REPORT_
(In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), report containing the details of corporate governance systems and processes at Mavi Industries Limited is as under.)
I. Company's Philosophy on Corporate Governance
Your Company believes that sound ethical practices, transparency in operations and timely disclosures go a long way in enhancing long-term shareholders value while safeguarding the interest of all the stakeholders. It is this conviction that has led the company to make strong corporate governance values intrinsic in all operations.
II. Board of Directors Composition:
The details of the Directors, their directorships and committee chairmanship/membership held by them in other public companies as on March 31, 2015 (excluding Mavi Industries Limited) are as under:
Directors Resigned during the year
Mr. Krishnakumar Agarwal (DIN 00093874) & Mrs. Amita Agarwal (DIN 00209581) has resigned from the Board w.e.f. 14th October 2014.
During the year, 4 (Four) Board Meetings were held on 30lh May 2014, 14th August 2014, 05,!l November 2014 and 13th February 2035 and the particulars of attendance of the Directors are as under:
III. Committees of the Board
As on 31st March 2015, the Company has Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.
1. Audit Committee
The Audit Committee is constituted as per the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the listing agreement. Members of the Audit Committee possess financial/accounting expertise/exposure.
Composition, Meetings & Attendance
During the year under review, the Committee met 4 (Four) times on 30lh May 2014, 14th August 2014, 05th November 2014 and 13* February 2015.
Terms of reference:
Powers of 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.
Role of Audit committee, inter alia, includes the following:
• 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;
• Recommending the appointment, remuneration and terms of appointment of auditors of the company;
• Approving payment to statutory auditors for any other services rendered by the statutory auditors;
• Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
- Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
- Changes, if any, in accounting policies and practices and reasons for the same.
- Major accounting entries involving estimates based on the exercise of judgment by management.
- Significant adjustments made in the financial statements arising out of audit findings.
- Compliance with listing and other legal requirements relating to financial statements.
- Disclosure of any related party transactions.
- Qualifications in the draft audit report.
• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
• Discussion with internal auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
• 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;
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the Whistle Blower mechanism;
• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Review of lnformation by Audit Committee
• Management discussion and analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
• Management letters/letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
2. Nomination & Remuneration Committee
The Company has constituted Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Composition, Meetings & Attendance
During the year under review, the Committee met on 14th October, 2014. It consists of Mr. Sushil Agarwal as Chairman, Ms. Neha Kainth & Ms. Vandana Kayaf.
Terms of Reference:
• To identify persons who are qualified to become directors and who may be appointed in senior management level in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal.
• To carry out evaluation of every Director's performance.
• To formulate the criteria for determining qualifications, positive attributes and independence of a Director.
• To formulate the criteria for evaluation of Independent Directors and the Board.
• To devise a policy on Board diversity.
• To deal with other matters as the Board may refer to the Nomination and Remuneration Committee ("the Committee") from time to time.
Nomination & Remuneration Policy:
The said policy is reviewed by the Board periodically to ensure that the same is in line with peer companies. None of the Directors draws any remuneration from the Company.
3. Stakeholders' Relationship Committee
The Stakeholder's Relationship Committee is headed by Mr. Sushil Agarwal- Independent Non-Executive Director of the Company. It consists of M. Neha Kainth and Mr. Lunkaran Kyal as members.
Mr. S.H. Kabra has been designated as Compliance Officer of the Company.
All share transfer work of the company is carried out by the Company's Share Transfer Agents M/s. Link Intime India Private Ltd., C-13, Fannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078.
The "SCORES" website of SEBI for redressing of Grievances of the investors is being visited at regular intervals by the Compliance officer and there are no pending complaints registered with SCORES for the Financial Year ended on 31st March, 2015.
Terms of Reference
The Committee looks into the redressal of complaints of investors such as transfer of shares, non-receipt of declared dividend/notices/annual reports, etc.
(i) Related Party Transactions
During the year under review, the Company had not entered into any contract/arrangement/transaction with related parties.
(ii) The Company has complied with the requisite regulations relating to capital markets. No Penalties/ strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authority on any matter related to capital market during the last three years.
(iii) Whistle Blower Policy
The Company has adopted whistle blower policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the audit committee.
(iv) Disclosure of Accounting Treatment
The Company has followed the treatment laid down in the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in the preparation of financial statements. No deviation is made in following the same.
(v) Code of Conduct
The members of the board and senior management personnel have affirmed the compliance with the Code applicable to them during the year ended March 31, 2015.
(vi) Certificate under Clause 49 (IX)
The certificate pursuant to the provisions of Clause 49 (IX) of the listing agreement certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company's affairs is annexed and forms part of the Annual Report.
(vii) Familiarisation programme for Directors
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.
VI. Means of Communication
The Board of Directors of the Company approves and takes on record the quarterly, half yearly and annual results and announces forthwith results to all the Stock Exchanges, where the shares are listed.
VII. General Shareholder Information
1. Annual General Meeting Date :30'h September, 2015 Time : 10.00 a.m.
Venue: Betegaon Village, Boisar (East), Taluka Pafghar, Dist. Thane - 401 501
2. Financial Calendar (Tentative)
Financial Year of the Company 01st April, 2015 to 31sl March 2016.
Results for the Quarter ending:
June 30, 2015 : On or before On or before 14th August, 2015
September 30, 2015: On or before 14thNovember, 2015
December 31, 2015.. On or before 14,h February, 2016
March 31,2016 : . On or before 15th May, 2016 or 30th May, 2016.
3. Date of book Closure: 28th September, 2015 to 30 September,2015 (Both days inclusive)
4. Listing of Equity Shares 1. Bombay Stock Exchange Limited, on the Stock Exchange P. J.Towers, Dalai Street, Fort Mumbai 400 001
2. National Stock Exchange of India Limited. Exchange Plaza, Bandra- Kurla Complex, Bandra (East) Mumbai 400 051
. Stock code/Symbol
(a) Bombay Stock Exchange Limited, Mumbai Physical Scrip Code No. 248 Demat Scrip Code No. 500248
(b) National Stock Exchange of India Limited, Mumbai. NSE SYMBOL: KRISNAFILA
7. Registrar and Transfer Agents
Shareholders correspondence should be addressed to the Registrar and Transfer Agents of the company at the following Address:
Link Intime India Private Ltd., C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai- 400078 Tel No.: 91(022) 25963838 Fax No.: 91(022) 25946969 E-mail: email@example.com Website : www.linkintime.co.in
8. Share Transfer System
All the transfers are received, processed and approved by the Share Transfer Agents and sent back to transferee. As required by clause 47 (c) of the Listing Agreements entered into by the Company with the Stock Exchanges, a certificate is obtained every six months from a Practicing Company Secretary with regard to, inter alia, effecting transfer, transmission, sub-division, consolidation, renewal and exchange of equity shares within fifteen days of their lodgment. The certificate is also filed with BSE & NSE where the equity shares of the Company are listed.
11. Dematerialization of shares and liquidity
As of 31sl March 2015, 5838890 Equity Shares representing 74.99% of the paid up equity capital of the company have been dematerialized.
12. Outstanding GDRs/ADRs/Warrants or any convertible Instruments
As of date the Company has not issued these types of securities.
13. Reconciliation of Share Capital Audit Report
A qualified Practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited and the total issued and listed equity share capital. The audit confirms that the issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
14. Registered Office & Plant Location
Betegaon Village, Boisar (E), Taluka. Palghar, Dist. Thane- 401501
15. Address for correspondence:
Shareholders should address correspondence to the Company's Registrars and Transfer Agents at the address mentioned below. Shareholders could also contact the Registered Office of the Company at the address mentioned below.
Registrar & Transfer Agents:
Link Intime India Private Ltd., C-I3, Pannalal Silk Mills Compound, LBSMarg,Bhandup(W), Mumbai-400078.
Betegaon Village, Boisar (East), Taluka- Palghar, Dist. Thane-401501 Email: firstname.lastname@example.org Tel No: 02525 271 881 Tel No.: +91 22 2596 3838 Fax No.:+91 22 2594 6969 E-mail: email@example.com < Website : www.linkintime.co.in
16. Certificate on Corporate Governance
As required under Clause 49 of the Listing Agreement, M/s. B.N. Kedia & Co., Statutory Auditors of the Company has verified the compliance of the Corporate Governance norms by the Company. Certificate issued by him in this regard is annexed hereto.
17. Declaration on Compliance with the Code of Conduct under Clause 49 of the listing agreement
This is to confirm that all the Members of the Board of the Company and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct as applicable to each one of them, for financial year ended March 31, 2015.
For and on behalf of the Board,
(DIN Oil 84750)
Place : Boisar
Date : 29/05/2015