REPORT ON CORPORATE GOVERNANCE
A. MANDATORY REQUIREMENTS:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The New Government established in India emphasizes more on Governance, transparency, honesty towards its people. On the similar grounds Your Company Meglon Infra-Real (India) Limited emphasizes on Corporate Governance Policy philosophy for better understanding of Company's functions by the Stakeholders. In your Company the philosophy of Corporate Governance stems out from our strong belief in maintaining, improving and enhancing the investor's confidence towards the Company. It is this conviction that helps the Company in maintaining sound ethical practices such as transparency, openness, fairness, professionalism in operations and timely disclosures towards stakeholders. The Company strives towards well being of the Stakeholders and investors by inculcating well structured and well ensured systems and procedures to fulfill its oversight responsibilities and to provide management the strategic direction it needs to create long term shareholders value
2. BOARD OF DIRECTORS
The composition of the Board of your Company is in conformity with Clause 49 of the Listing Agreement, as amended from time to time. The Board of the Company presently consists of four directors. The Board comprises of 50-50% strength i.e. two Executive Director and two Non-Executive Directors. The board also comprises of Independent Directors which brings in independent judgment in the Board's deliberations and decisions. The Composition of Board of Directors is as under:
• Board meetings of the Company
The Board has duly complied with the Secretarial Standard 1 and Clause 49 of the Listing agreement for holding the Board meetings of the Company. The meetings were held within a gap of three months and all the procedures were duly accorded and maintained while the meeting was held.
Four Board Meetings were held in the Financial Year 2014-2015. The dates on which the said meetings were held are as follows:
3. COMMITTEES OF THE BOARD
The Board has total three Committees namely,
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders Relationship Committee
A) AUDIT COMMITTEE:
The Audit Committee comes into force. to comply with the provisions of the Corporate Governance of Listing Agreement which will bring more and more transparency and efficiency in the Board Procedures and in the operations of the Company
The audit committee is expected to review the company's financial reporting process and its financial statement, review the accounting and financial policies and practices, review the efficiency of the internal control mechanism and monitor the management of risk, review policies adopted by the company and ensure compliance with the regulating guidelines, review reports furnished by the statutory auditors and ensure that suitable follow ups are taken. The terms of reference of the audit committee includes the powers as laid out in clause 49 II (C) of the listing agreement and role as stipulated in clause 49 II (D) of the listing agreement.
The Audit Committee was constituted with Mr. Rakesh Surana as the Chairman and Mr. Chetan Jain and Mrs. Pratibha Chaturvedi as the Members of the Committee. The Committee underwent restructuring in previous year, after the restructuring of the entire Board of Directors of the Company and present members of the Committee are as follows:
i. Powers of the audit committee includes:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considered necessary.
5. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
ii. The scope of committee includes:
1. Review of Company's financial reporting process and the financial statement.
2. Review internal control systems and functioning of internal audit process.
3. 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 system of a material nature and reporting the matter to the board.
4. Post audit review with statutory auditors.
5. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
iv. Efficiency and effectiveness of operations :
1. Safeguarding of assets and adequacy of provisions for all liabilities.
2. Reliability of financial and other management information and adequacy of disclosures
3. Compliance with all relevant statutes.
B) NOMINATION & REMUNERATION COMMITTEE:
The Remuneration Committee renamed as Remuneration & Nomination Committee as on 12th August 2014 to comply with new Companies Act 2013 and the provisions of the listing agreement of the Corporate Governance. The following action has brought in more transparency, precision and efficiency within the Board and its process and in the operations of the Company.
? The role of the remuneration committee primarily includes the following:-
1. Examining and suggesting the remuneration policy for executive directors
2. Examining; reviewing and modifying the human resources development policy including all personnel related matters.
The Remuneration Committee was constituted with Mr. Chetan Jain as the Chairman and Mr. Rakesh Surana and Mrs. Pratibha Chaturvedi as the Members of the Committee.
During the year under review a Remuneration Committee Meeting was held on 29.05.2014 and in the same meeting it was decided to give Mr. Chetan Jain a salary of Rs. 4,83,000/- p.a.
C) STAKEHOLDERS RELATIONSHIP COMMITTEE
On 14th August, 2014 the Board also re-constituted and renamed Share Transfers And Investors/Shareholders Grievance Committee as Stakeholders Relationship Committee in terms of the provisions of Companies Act 2013 read with revised Clause 49 of the Listing Agreement as follows: This helped the Company to improvise the services to be provided to the shareholders and to redress the complaints, transfer of shares etc related matter.
During the year under review, Shareholders committee met four times where all the members were present.
¦ 29th May, 2014
¦ 14th August, 2014
¦ 14th November, 2014
¦ 14th February, 2015
Queries during the year:
Total number of queries received during the year - Nil
Total number of queries solved during the year - Nil
Total number of queries pending as on 31st March, 2014 - Nil
During the year, the company resolved all the complaints within the time frame prescribed by the SEBI/Stock Exchanges except the disputed matters.
The Shares received for transfer are generally approved by the committee, once in the fortnight, and are given effect by the Registrar and Share Transfer Agent the details of which are noted by the board.
Disclosure on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, the Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large. NIL
Details of non-compliance by the Company, penalties, imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter. NIL
MEANS OF COMMUNICATION:
The quarterly and half-yearly unaudited financial results during the year were published through vide circular in the local newspaper as per clause 41 of Listing Agreement.
GENERAL SHAREHOLDERS INFORMATION:
i. Annual General Meeting
Date : 29th September 2015 Time : 10.00 AM
Address: W-4/510, Usmanasahebpeth, Stone House Peth, Nellore-524002, Andhra Pradesh
i. Financial Calendar
a) April to March
b) 1st Quarter Results - within 45 days from the end of the Quarter
c) 2nd Quarter Results- within 45 days from the end of the Quarter
d) 3rd Quarter Results - within 45 days from the end of the Quarter
e) 4th Quarter Results - within 60 days from the end of the Quarter
i. Date of Book Closure
From 21st September, 2015 till 29th September, 2015(both days inclusive)
v. Listing on Stock Exchanges
The Bombay Stock Exchange, Mumbai
v. ISIN Number forCDSL/NSDL
i. BSE Scrip Code
i. Registrar and Transfer Agents
Sharex Dynamic (India) Pvt. Ltd,
Unit No. 1, Luthra Industrial Premises, Safed
Pool, Andheri Kurla Road, Andheri East, Mumbai - 400 059, Maharashtra, India
Contact: 022-22702485 Fax : 022-28512885
Email: firstname.lastname@example.org Website:- www.sharexindia.com
viii. Registered Office
W-4/510, Usmanasahebpeth, Stone House Peth, Nellore-524002, Andhra Pradesh Contact: 022-22631099
Email: email@example.com Website:- www.meglonindia.com
ix. Listing of Equity Shares:
The securities of your Company are listed at BSE and securities of the Company remain active at Bombay Stock Exchange Ltd. the Company has paid the listing fees for the year 2015-16 to BSE.
x. Buy-Back Of Shares:
There was no buy-back of shares during the year under review.
xi. Share Transfer System:
All the transfer received are processed by the Share Transfer Agent - Sharex Dynamic (India) Private Limited, Unit No. 1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai-400059, Maharashtra, India and approved by the Board/Committee and returned well within the stipulated period from the date of receipt.
xii. Dematerialization of shares
The total equity share Capital of the Company is Rs. 50,000,000 as on 31st March 2015, of which 48,702,345 equity shares i.e. 74.05% of the total paid up equity capital are traded in electronic form. Further from total electronically traded shares 2,883,445 Equity shares were held in electronic form with National Securities Depository Limited (NSDL) and 818.900 Central Depository Services (India) Limited (CDSL) and remaining 1,297,655 Equity shares are in Physical form. All the demat requests were generally processed and confirmed within 7 days of receipt.
xiii. Address for correspondence:
MEGLON INFRA-REAL (INDIA) LIMITED
W - 4/510, Usmansahebpeth, Stone House Peth, Nellore - 524002, Andhra Pradesh Email: firstname.lastname@example.org Website: www.meglonindia.com
Shareholders correspondence may be directed to the Company's Registrar and Share
Transfer Agents whose address is given below:
SHAREX DYNAMIC (INDIA) PVT. LTD,
Unit No. 1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri East, Mumbai - 400 059, Maharashtra, India Contact: 022-22702485 Fax : 022-28512885 Email: email@example.com Website:- www.sharexindia.com
xiv. Secretarial Audit Report
As stipulated by the Securities and Exchange Board of India, Secretarial Audits have been carried out, by Firm of Practicing Company Secretary, to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the board of directors. The audit, inter alia, confirms that the total listed and paid-up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
5. Declaration under Clause 49(I)(D) of the Listing Agreement for compliance with the Code of Conduct
In terms of the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges, it is hereby declared that the Members of the Board of Directors of the Company have affirmed the compliance with the Code of conduct for the year ended 31st March, 2015.
By Order of the Board of Directors
For Meglon Infra-Real India Ltd.
Sd/-Mr. Chetan Jain
Date: 29th August, 2015