1. Company's Philosophy on Code of Governance:
MYNK1906 INDUSTRIES INDIA LIMITED (Formerly known as Meuse Kara & Sungrace Mafatlal Limited) philosophy on corporate governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations, and in all its interactions with its Shareholders, Employees, and the Government. MYNK1906 Industries India Limited believes that all its operations and actions must serve the underlying goal of enhancing overall Shareholder value, over a sustained period of time.
2. Board of Directors
The Board of Directors of the Company ("the Board") consists of four (4) directors, viz two (2) Nonexecutive Directors and two (2) Nonexecutive Independent
As per the Companies Act, 2013 two third of the directors should be retiring Directors one third of the Directors are required to retire every year and if eligible, these Directors qualify for reappointment.
Accordingly, Mr. Navmeet Arora is a whole Time Director and CEO of the Company since 2012. He is liable to retire by rotation at the 29th Annual General Meeting and being eligible offers himself for re-appointment.
Code of Conduct:
The Board has laid down a Code of Conduct for all Board members and Senior Managerial personnel of the Company. The Code of Conduct is available on the web site of the Company at www.karasmafatlal.com
All the Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct and a Declaration to that effect signed by the Chairman and Executive Director has been obtained.
3 Audit Committee Terms of Reference
The Audit Committee reviews the Company's financial reporting process, the disclosure of its financial information in the annual financial statements, the quarterly financial statements, performance of statutory and internal auditors, adequacy of internal controls, the findings of any internal investigations by the internal auditors and any related party transactions. The Chairman of the Audit Committee appraises the Board about the observations of the Audit Committee and the minutes of the Committee are noted by the Board.
1st April, 2013 to 31st March, 2014
The composition of the Committee and attendance at its Meetings is as follows
The Remuneration Committee has been constituted to recommend/ review the remunerationpackage of the Directors based on performance and defined criteria. The remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing Industry practice. During the year, 1 (one) meeting was held on 30.09.2013.
Details of remuneration paid to the Directors for the year.
The aggregate value of salary, perquisites, and commission paid for the year ended 31st March 2014, to Directors are as follows:
5 Stakeholder Relationship Committee:
With effect from 20th March, 2014 Shareholders/Investors Grievance Committee is renamed as *Stake Holders Relationship Committee*
The Stake Holders Relationship Committee was constituted for redressing of Shareholders and Investors complaints concerning transfer of Shares, non-receipt of Annual Report, non-receipt of Dividend etc.
The Company received NIL investor complaints during the year.
a. There were no material transactions between the Company and its Directors or Management or their Relatives that have any potential conflict with interests of the Company at large. Transactions with related party are disclosed elsewhere in the Annual Report. None of the transactions have potential conflict with interest of the company at large.
b. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or any statutory authority, on any matter related to capital markets, during the last three years -None.
7. Means of communication
The Company has promptly reported all information including declaration of Quarterly Financial Results to the Stock Exchange where the stocks of the Company are listed. The Company also publishes the Audited / unaudited financial results in Free Press Journal English Newspaper or Business Standards and in Navshakti Marathi Newspaper
As per requirements of clause 51 of Listing Agreement, all data relating to the quarterly financial results, Shareholding pattern etc. is provided on the Company's website www.karasmafatlal.com within the timeframe prescribed in this regard.
9. CEO/CFO Certification:
The Managing Director of the Company, have submitted a Certificate to the Board regarding the Financial Statements and other matters as required under Clause 49(V) of the Listing Agreement.
10. General Shareholder Information
Annual General Meeting 23/09/2014 at 2.30 P.M
Venue At Victoria Memorial School for the Blind,
73, Tardeo Road, Opp. Film Centre, Tardeo, Mumbai - 400 034
Financial Calendar Annual General Meeting: 23.09.2014_
Result of First Quarter Second week of August 2014
Second Quarter Second week of Nov 2014
Third Quarter Second week of Feb 2015
Result of fourth quarter Second week of June 2015
Book Closure date :
22/09/2014 to 23/09/2014 (Both Days Inclusive)
Dividend payment date :
Listing of Equity Shares :
BSE Ltd, Mumbai
Listing fees are paid from BSE Ltd. for the financial year 2014-15.
Stock Code :
Demat ISIN Numbers in NSDL & CDSL :
Share Prices (High/ Low) for the year at BSE:
Registrar and Transfer Agents:
(Share transfer and communication regarding share certificates, dividends and change of address)
Share Transfer System as per listing agreement and Companies Act, 2013
Sharex Dynamics (India) Pvt. Ltd
Unit.no.1, Luthra Industrial Premises, Andheri-Kurla Road, Safed Pool, Andheri (E), Mumbai - 400 072
Dematerialization of Shares:
Trading in Equity Shares of the Company is permitted only in dematerialized for As of 31st March, 2014, 91.51% are in dematerialized form.
For transfer/ dematerialization of shares: payment of dividend on shares, interest and redemption of debentures, and any other query relating to the shares and debentures of the Company.
Sharex Dynamics (India) Pvt. Ltd
Unit.No.1 Luthra Industrial Premises, Andheri-Kurla Road, Safed Pool, Andheri (E), Mumbai -400 072
(Any other query)
MYNK1906 Industries India Limited
(Formerly Meuse Kara & Sungrace Mafatlal Limited)
14, Floor- G, Plot -9/11, Bhupen Chambers, Dalal Street, Bombay Stock Exchange, Fort, Mumbai- 400001.
11. Code of Conduct
The Board of Directors of the Company has laid down the code of conduct for all the Board Members and the Senior Management of the Company and the same has been posted on the website of the Company; www.karasmafatlal.com , in the compliance with the provisions of Listing Agreement with the Stock Exchanges.
All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the applicable code of conduct for the year ended 31st March, 2014. The declaration from Mr. Kavya A. Singh, Managing Director, regarding the affirmation of the compliance for the year ended 31st March, 2014, is enclosed and forms part of this report.
12. Other Requirements:
The Company is yet to adopt the non-mandatory requirements like sending of the half yearly financial performance including summary of significant events in past six months to shareholders, restricting the tenure of the Independent Directors in the aggregate to a period of nine years on the Board of the Company, unqualified financial statements, training of Board Members, mechanism of evaluation of Non-Executive Board Members and Whistle Blower Policy would be complied with at an appropriate time later. The Board is taking guidance from Non-Mandatory requirement as mentioned in Corporate Governance. It is always an endeavor of the Board to implement the suggestion of the non-mandatory requirement.