23 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:45 PM
Mirc Electronics Ltd.

BSE

  • 14.00 0.17 (1.23%)
  • Vol: 348628
  • BSE Code: 500279
  • PREV. CLOSE
    13.83
  • OPEN PRICE
    14.40
  • BID PRICE (QTY.)
    14.03(200)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 13.95 0.00 (0%)
  • Vol: 1103750
  • NSE Code: MIRCELECTR
  • PREV. CLOSE
    13.95
  • OPEN PRICE
    14.50
  • BID PRICE (QTY.)
    13.95(7670)
  • OFFER PRICE (QTY.)
    0.00(0)

Mirc Electronics Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report in compliance with Clause 49 of the Listing Agreement with the Stock Exchanges, as applicable for the year ended March 31, 2015 is set out below for the information of shareholders and investors of MIRC Electronics Limited ("Company").

I. Company's philosophy on code of Corporate Governance

The Company's philosophy on the corporate governance is based on the following principles:

• Integrity & Ethics in all our dealings.

• Have a simple and transparent corporate structure driven solely by business needs.

• Be transparent with a high degree of disclosure & adequate control system.

• Make a clear distinction between personal conveniences and corporate resources.

The Company is committed to achieve and maintain the highest standard of Corporate Governance. The Company believes that all its actions must serve the underlying goal of enhancing overall shareholders' value on a sustained basis.

II. Board of Directors

A] Composition

The Board of Directors of the Company has an optimum combination of executive and non executive directors with one woman director and not less than fifty percent of the Board comprising of non executive directors. As at March 31, 2015, the Board of Directors of the Company comprises of six Directors, out of which two directors are Promoters cum Executive Directors, one Non-Promoter Executive Director and three are Non-Executive Independent Directors. Ms. Radhika Piramal is woman director appointed on the Board of the Company. The Chairman is a Promoter & Executive Director. Thus, 50% of the Board comprises of Independent Directors.

During the financial year 2014-2015, five Board Meetings were held on May 15, 2014, July 24, 2014, November 7, 2014, February 13, 2015 and March 26, 2015. The maximum time gap between any two meetings was less than 120 days. The constitution of the Board of Directors of the Company, the details of meetings attended by the Directors of the Company and the information with regard to their membership of Committees are as under:

Notes:

1. As detailed above, none of the Directors is a member of more than 10 Board level Committees of Public Companies in which they are Directors, nor as Chairman of more than five such committees.

2. Only directorship in public limited Companies (listed or unlisted) has been considered.

3. Membership / Chairmanship of Audit Committee and Stakeholders Relationship Committee of public companies have been considered.

4. Mr. Ranjan Kapur resigned as a director of the Company with effect from April 28,2014.

5. Mr. Carlton Pereira was appointed as an Additional Director of the Company with effect from May 15, 2014 and subsequently appointed as an Independent & Non Executive Director in the Annual General Meeting Of the Company held on September 3,2014.

6. Mr. Vimal Bhandari resigned as director of the Company with effect from June 07,2014.

7. Ms. Radhika Piramal was appointed as an Additional Director of the Company with effect from July 24, 2014 and subsequently appointed as an Independent & Non Executive Director in the Annual General Meeting of the Company held on September 3,2014.

B] Information placed before the Board of Directors

The Board periodically reviews the items required to be placed before it and in particular reviews and approves quarterly/half yearly unaudited financial statements and the audited annual financial statements, Annual operating plans and budgets, Minutes of meetings of audit committee and other committees of the Board, Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material. It monitors overall operating performance and reviews such other items which require Board's attention. It directs and guides the activities of the management towards the set goals and seeks accountability. It also sets standards of corporate behaviour, ensures transparency in corporate dealings and compliance with laws and regulations. The agenda for the Board meeting covers items set out in Clause 49 of the Listing Agreement to the extent these are relevant and applicable. All agenda items are supported by relevant information, documents and presentations to enable the Board to take informed decisions.

C] Code of Conduct

The Board has laid down a Code of Conduct for all Board members and Senior Management of the Company and it is uploaded on the website of the Company i.e. www.onida.com The Code of Conduct has been modified to incorporate the duties of Independent Directors as laid down in the Companies Act, 2013 read with Schedule IV of the Companies Act, 2013. The Code has been circulated to all members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration by the Chief Executive Officer of the Company as required under Clause 49 of the Listing Agreement is annexed herewith.

D] Independent Directors

The Independent Directors were appointed for a period of 5 years from September 3, 2014 by the shareholders at the thirty third Annual General Meeting of the Company. The Company has issued a formal letter of appointment containing their duties, terms and conditions of appointment. The same is also disclosed on the website of the Company i.e. www.onida.com

E] Role of Independent Directors

The Independent Directors play an important role in deliberations at the Board and Committee Meetings and bring to the Company their expertise in the field of finance, management and public policy. The Independent Directors satisfy the criteria of independence as defined in Clause 49 of the Listing Agreement and the Companies Act, 2013. They perform the duties as stipulated in the Companies Act, 2013.

The Independent Directors had a separate meeting on March 26, 2015 without the attendance of non independent directors and members of the management to review:

• performance of non independent directors and the Board as a whole.

• review the performance of the Chairman.

• assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Company has a familiarised the Independent Directors with their roles, rights, responsibilities in the Company, business model of the Company. This is also disclosed on the website of the Company i.e. www.onida.com and the link is <http://www.onida.com/> policies.

Committees of the Board:

The Board has established various committees such as Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Risk Management Committee as per the requirement of Clause 49 of the Listing Agreement. The minutes of Committee meetings are circulated and discussed in the meetings of the Board of Directors of the Company.

III Audit Committee

A] Constitution:

The composition, role and powers of the Audit Committee meet the requirements of Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.

As at March 31, 2015, the Audit Committee comprised of:

1) Mr. Carlton Pereira, Chairman,

2) Mr. Rafique Malik, and

3) Ms. Radhika Piramal.

The Company Secretary acts as the Secretary to the Committee.

Mr. Ranjan Kapur resigned as Director of the Company and as Member of the Audit Committee on April 28, 2014 and Mr. Vimal Bhandari resigned as Director of the Company and as Chairman of the Audit Committee on June 7, 2014.

Mr. Carlton Pereira, Independent & Non Executive Director of the Company and Chairman of the Audit Committee is a Chartered Accountant by profession. All the members of Audit Committee are Independent Non-Executive Directors of the Company. All the members of the Audit Committee are financially literate and possess accounting and financial management expertise. Ms. Radhika Piramal, Director of the Company was appointed as alternate Chairperson of the Audit Committee to attend the Annual General Meeting held on September 3, 2014. The alternate Chairperson of the audit committee was present at the Annual General Meeting of the Company to reply to the queries raised by the shareholders of the Company.

B] Meetings of Audit Committee

During the financial year 2014-2015, the Audit Committee met four times on May 15, 2014, July 24, 2014, November 7, 2014 and February 13, 2015. Mr. Gulu L. Mirchandani, Chairman and Managing Director, Mr. Vijay J. Mansukhani, Managing Director and Mr. G. Sundar, the Chief Executive Officer are permanent invitees to the Audit Committee meetings. The Chief Financial Officer, the Internal Auditors, the Statutory Auditors and Vice Presidents of various functions are also invited to the committee meetings as and when necessary. The attendance of each Audit Committee member in the above meetings is given hereunder:-

Notes:

1. Mr. Ranjan Kapur resigned as director of the Company and the member of Audit Committee with effect from April 28,2014.

2. Mr. Vimal Bhandari resigned as director of the Company and the Chairman of Audit Committee with effect from June 7,2014.

3. Mr. Carlton Pereira, Director of the Company was appointed as a Chairman of Audit Committee with effect from July24,2014.

4. Ms. Radhika Piramal, Director of the Company was appointed as a Member of Audit Committee with effect from July24,2014.

C] Powers of Audit Committee

The Board has delegated the following powers to the Audit Committee:-

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure the attendance of outsiders with relevant expertise, if it considers necessary.

D] Role of Audit Committee

The role of the Audit Committee includes the following:

1. 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;

2. recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

a. 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.

b. changes, if any, in accounting policies and practices and reasons for the same.

c. major accounting entries involving estimates based on the exercise of judgment by management.

d. significant adjustments made in the financial statements and information arising out of audit findings.

e. compliance with listing and other legal requirements relating to financial statements.

f. disclosure of any related party transactions

g. qualifications in the draft audit report.

5. reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. 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 utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;

7. review and monitor the auditor's independence and performance and effectiveness of audit process;

8. approval or any subsequent modification of transactions of the company with related parties;

9. scrutiny of inter-corporate loans and investments;

10. valuation of undertakings or assets of the Company, wherever it is necessary;

11. evaluation of internal financial controls and risk management systems;

12. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. 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;

14. discussion with internal auditors of any significant findings and follow up there on;

15. 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;

16. 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;

17. 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;

18. to review the functioning of the Whistle Blower mechanism;

19. approval of appointment of Chief Financial Officer (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; and

20. carrying out any other function as is mentioned in the terms of reference of the Audit Committee. E] Review of information by Audit Committee

The following information is reviewed by the Audit Committee on mandatory basis:

1. Management discussion and analysis of the financial condition and results of operations;

2. Statement of significant related party transactions submitted by management

3. Management letters/letters on internal control weaknesses issued by the Statutory Auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor.

IV. Nomination and Remuneration Committee

The committee was formerly known as 'Remuneration Committee' and with effect from May 15, 2014 its name and scope was expanded and nomenclature was changed to 'Nomination and Remuneration Committee'. The Committee is vested with all necessary powers and authority to ensure appropriate disclosure on the remuneration of the Directors and to deal with all elements of the remuneration package of all the directors including but not restricted to the following:

To review, assess and recommend the appointment and remuneration of executive directors.

To review the remuneration packages payable to executive directors periodically and recommend suitable revision / increments, whenever required to the Board of Directors of the Company.

To recommend the commission payable to the non-executive director(s) in accordance with and upto the limits laid down under the Companies Act, 2013.

To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down.

To recommend to the Board the appointment and removal of the director and shall carry out evaluation of every director performance.

To formulate criteria for determining qualifications, positive attributes and independence of the director.

To recommend to the Board of a 'policy' relating to the remuneration of Directors, Key Managerial Personnel and other employees.

To devise a policy on Board diversity;

To carry out such other functions as delegated by the Board from time to time. As at March 31, 2015 the Nomination and Remuneration Committee consisted of the following members:

1. Mr. Rafique Malik, (Chairman)

2. Mr. Carlton Pereira, and

3. Ms. Radhika Piramal

Remuneration Policy

The Board has adopted Policy on Remuneration of Directors, Key Managerial Personnel and other Senior Management Employees of the Company. Based on the policy, remuneration package of the Executive Directors is determined by the Nomination and Remuneration Committee within the permissible limits, subject to approval by the Board and Shareholders in the general meeting of the Company and as per applicable provisions of the Companies Act, 1956 and Companies Act, 2013 as notified till date. The remuneration to Executive Directors comprises of basic salary, allowances, perquisites and commissions etc. The Nomination and Remuneration Committee decides and recommends annual increments for executive directors within the limits stipulated by the Board of Directors/Shareholders and other applicable approvals.

The Remuneration Policy ensures that:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors / Key Management Personnel (KMP) and Senior Management Personnel (SMP) to run the Company successfully.

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

(c) remuneration to Directors, KMP and SMP involves a balance between fixed and variable pay reflecting short and long term performance objectives and goals set by the Company.

(d) remuneration package is linked to the achievement of corporate performance targets and a strong alignment of interest with stakeholders.

(e) the pay structures are appropriately aligned across levels in the Company.

Criteria for fixing the remuneration of Managing Director / Whole Time Director, Non Executive Director and Independent Directors, KMPs & SMPs.

1. Financial position of the Company.

2. Remuneration or commission drawn by him from any other company.

3. Professional qualifications and experience of the individual concerned

. Industry's pay standards and pay structure data studies undertaken by consultancies.

5. Attract and retaining talent and motivation for KMP/SMP.

6. Special consideration for attracting top notch hi flier in case of KMP/SMP.

7. Past performance, past remuneration and special accreditation or meritorious performance.

8. Bring a balance between the interest of the Company and the shareholders.

i) Remuneration to Executive Directors

The Nomination and Remuneration Committee (formerly known as Remuneration Committee) and the Board of Directors of the Company at their board meeting held on May 14, 2013 approved the re-appointment of Mr. Gulu L. Mirchandani as Chairman & Managing Director of the Company for a period of three years with effect from December 01, 2013 to November 30, 2016 and was approved by the shareholders on July 31, 2013. The Central Government vide its letter dated July 25, 2014 approved his re-appointment for a period of 3 years with effect from December 01, 2013 upto November 30, 2016. However, the remuneration was approved only for Rs. 1,20,00,000/- p.a. for the period commencing from December 01, 2013 till March 31, 2014.

The Nomination and Remuneration Committee and Board of Directors of the Company in their board meeting held on March 26, 2015 partially modified the remuneration of Mr. Gulu L. Mirchandani, Chairman & Managing Director of the Company in conformity with the provisions of Schedule V of the Companies Act, 2013 for the balance period from April 01, 2015 to November 30, 2016 which is subject to approval of Shareholders in the ensuing Annual General Meeting of the Company.

Mr. Vijay J. Mansukhani, Managing Director of the Company was re-appointed by the Board of Directors of the Company at their board meeting held on January 25, 2012 and approved by the shareholders at the Annual General Meeting of the Company held on July 24, 2012. The Central Government has vide letter dated September 05, 2013 accorded its approval for his appointment and remuneration for a period of three years with effect from April 01, 2012 to March 31, 2015.

The Nomination and Remuneration Committee and Board of Directors of the Company in their board meeting held on March 26, 2015 approved the re-appointment and remuneration of Mr. Vijay Mansukhani, Managing Director of the Company pursuant to the provisions of Section 196, 197 read with Schedule V of the Companies Act, 2013 which is subject to approval of Shareholders in the ensuing Annual General Meeting of the Company.

Mr. Shyamsunder Dhoot, Director of the Company was appointed as Whole time Director of the Company for the period of three years with effect from February 16, 2013 and approved by the shareholders at the Annual General Meeting of the Company held on July 31, 2013 at the remuneration as per Schedule XIII of the Companies Act, 1956.

ii) Non-executive Directors' Compensation and disclosures

All fees/compensation paid to the non-executive directors, including independent directors as recommended by the Nomination and Remuneration Committee, are approved by the Board of Directors and are subject to approval by the shareholders, if applicable.

The elements of the remuneration package of the Non-Executive Directors consist of profit based commission in addition to sitting fees. The same has been approved by the shareholders in the Annual General Meeting of the Company held on June 24, 2011, which is valid till March 31, 2016. However, due to inadequate profit made during the financial year 2014-2015 no commission has been paid to any Director.

The Company is availing professional expertise of Non-executive Directors through their participation in the Board meetings. The Non-executive Directors are paid sitting fees of Rs. 20,000/- per meeting for attending Board Meetings and Audit Committee Meetings and Rs. 10,000/- for attending every meeting of the Nomination and Remuneration Committee, Stakeholders Relationship Committee and other Committees of the Board.

None of the Non-executive Directors are holding any shares in the Company.

V Stakeholders Relationship Committee

The Committee was formerly known as Shareholders' and Investors' Grievance Committee and with effect from May 15, 2014 its nomenclature was changed to Stakeholders Relationship Committee. As at March 31, 2015 the Stakeholders Relationship Committee consisted of the following members:

1. Mr. Rafique Malik, (Chairman)

2. Mr. Gulu L. Mirchandani, and

3. Mr. Vijay J. Mansukhani

Mr. Ranjan Kapur resigned as Director of the Company and the Chairman of Stakeholders Relationship Committee (formerly known as Shareholders' and Investors' Grievance Committee) with effect from April 28, 2014. Mr. Rafique Malik, Director of the Company was appointed as a Chairman of Stakeholders Relationship Committee with effect from May 15, 2014.

Mr. Aashay Khandwala, Head Corporate Affairs, Legal and Company Secretary, has been nominated as the Compliance Officer of the Company.

The Committee is entrusted with the responsibility of redressing the shareholders'/ investors' complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of declared dividend and other queries/ complaints, if any. This committee also oversees the performance of the Registrar and Share Transfer Agent of the Company relating to the investor services and recommends measures for improvement.

VII. Disclosures

A] Material related party transactions

None of the transactions that transpired between the Company and its promoters, directors, management or their relatives were in potential conflict with the interest of the Company at large.

There are no material related party transactions in the Company, however the Company places all related party transactions before the Audit Committee and Board of Directors of the Company for their respective approvals. A register of contracts containing the transactions in which the directors are interested are placed regularly before the Board of Directors of the Company for their approval.

The Company had adopted policy on Related Party Transactions and the same is available on the website www.onida.com and the link is <http://www.onida.com/policies>.

B] Subsidiary

The Company is having only one subsidiary viz. Akasaka Electronics Limited which is not a 'material non-listed Indian subsidiary' The Clause 49 of the Listing Agreement defines a 'material non-listed Indian subsidiary' as an unlisted subsidiary incorporated in India, whose income or net-worth [i.e. paid-up capital and free reserves] exceeds 20 percent of the consolidated income or net-worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

The performance and management of the subsidiary is monitored inter-alia by the following means:

a) Financial Statements and in particular the investments made by the unlisted subsidiary company are reviewed by the Audit Committee of the Company.

b) The minutes of the Board meetings of the subsidiary company are placed before the Board of Directors of the Company for its regular review.

C] Status of regulatory compliances

The Company has complied with the applicable requirements of the Listing Agreements as well as the regulations and guidelines of Securities and Exchange Board of India (SEBI) and other statutory authorities. Consequently, there are no strictures or penalties imposed on the Company for any matter relating to capital markets during the last three years.

D] Vigil Mechanism/ Whistle Blower Policy

The Board of Directors of the Company in its meeting held on November 07, 2014 has established a Vigil Mechanism by establishing a Whistle Blower Policy for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company's code of conduct or ethics policy. The mechanism provides adequate safeguards against victimisation of director(s)/employee(s) who avail of the mechanism and also provide direct access to the Chairman of the Audit Committee in exceptional cases.

The details of the establishment of such mechanism are disclosed by the Company on its website www.onida.com and the link is <http://www.onida.com/policies>.

E] Risk management Committee.

The Company has formed a Risk Management Committee and defined its role and responsibilities. The majority of Committee consists of the members of the Board of Directors of the Company. The Committee has formulated a risk management policy of the risk assessment and minimisation procedures.

F] Management Discussion and Analysis Report.

The Management Discussion and Analysis Report forms part of the annual report and includes discussion on various matters specified under Clause 49[VIII][D] of the Listing Agreement.

G] Details of Director seeking appointment/reappointment as required under Clause 49[VIII][E] of the Listing Agreement.

As required under Clause 49[VIII][E], particulars of Director seeking appointment/reappointment are given in the explanatory statements annexed to the Notice of the Annual General Meeting of the Company.

H] Insider Trading Code

The Company has adopted the MIRC Employee (Dealing in Securities & Prevention of Insider Trading) Rules, 2002. This code is applicable to all directors and designated employees of the Company. The code ensures prevention and dealing in shares of the Company by persons having access to unpublished price sensitive information. The Company monitors the transactions of insiders/designated employees in terms of the aforesaid rules periodically

I] CEO & CFO certification

The certificate in terms of Clause 49(IX) of the Listing Agreement with Stock Exchanges for the financial year ended March 31, 2015 was placed before the Board of Directors of the Company in their meeting held on May 07, 2015 and is annexed to this Report.

VIII. Means of communication:

The Company has furnished quarterly financial results along with notes on a regular basis as per the format prescribed in clause 41 of the Listing Agreement within prescribed time to the Stock Exchanges in respect of first three quarters in financial year 2014-2015. In respect of last quarter of financial year 2014-2015, the Company has opted to furnish audited financial results within 60 days from the end of financial year and accordingly, the meeting of the Board of Directors of the Company for considering the results of last quarter and for the full financial year was held on May 07, 2015.

The quarterly financial results of the Company were published within 48 hours of conclusion of Board Meeting in English Newspaper viz. "Financial Express" and "Mumbai Lakshdeep", a newspaper published in the language of the region where the registered office of the Company is situated. The audited annual results for financial year 2014-2015 were published in "Financial Express" and 'Mumbai Lakshdeep'. The Company informs the Stock Exchanges where its shares are listed, about the date of Board Meeting 7 days in advance and also issues an advertisement in atleast one national newspaper and one in regional language newspaper about the meetings of the Board of Directors of the Company.

In terms of Clause 54 of the Listing Agreement, the Company is maintaining its functional website i.e. www.onida.com containing the basic information about the Company e.g. details of business, financial information, shareholding pattern, compliance with corporate governance, contact information of designated employees who are responsible for assisting and handling the investors grievance, details of the agreements entered into with the media companies and/ or their associates. The same information is updated on the website viz. www.onida.com  within the prescribed time limit.

IX. General Shareholders Information

AGM date, time and venue

Friday, August 21, 2015 at 3.00 p.m.

Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018

Financial year: 1st April - 31st March

Book Closure:Friday, August 14, 2015 to Friday, August 21, 2015 (Both days inclusive)

Dividend payment date: [if declared]:  Not Applicable

Listing on Stock Exchange

BSE Limited and National Stock Exchange of India Limited. Listing fees for the year 2015-16 have been paid.

Stock code at BSE: 500279

Stock symbol at NSE: MIRCELECTR

ISIN of the Company: INE831A01028

Website: www.onida.com

Email ID: investors@onida.com

Corporate Identification No. (CIN): L32300MH1981PLC023637

Registrar & Share Transfer Agent:

M/s. Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078. Ph.: 022-25946970-78. Fax: 022-25946969 E-mail: mumbai@linkintime.co.in

Share transfer system

The Registrar and Share Transfer Agent register the share transfers in physical form within 15 days from the receipt of the completed documents. Invalid share transfers are returned within 15 days of receipt. All requests for de-materialisation of shares are processed and confirmation is given to the respective depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited.

Dematerialisation of shares and liquidity

As at March 31, 2015, 97.42% (19,11,68,488 shares) of paid up share capital were held in dematerialised form with NSDL and CDSL, while 2.58% (50,65,714 shares) were held in physical form. All Promoters shareholdings are in demat form.

Outstanding GDRs / ADRs/ Warrants

There are no outstanding GDRs /ADRs/ Warrants or any convertible instruments, as on March 31, 2015 likely to have an impact on the equity share capital of the Company.

Plant Locations

1. Village Kudus

Bhiwandi Wada Road Taluka Wada Thane - 421 312

2. Roorkee - Plant I

Khasra No.158, Village- Raipur, Pargana - Bhagwanpur, Roorkee, District - Haridwar, Uttarakhand- 247670

3. Roorkee - Plant II

Khasra No.399 to 401 & 405 to 410, 158 KMS Milestone, Delhi-Roorkee Highway - NH 58, Village- Mundiyaki, Pargana-Manglour, Tehsil- Roorkee, District - Haridwar, Uttarakhand - 247670

Address for correspondence

MIRC Electronics Limited Onida House, G-1, MIDC, Mahakali Caves Road Andheri (East), Mumbai - 400 093 Phones nos. 022-66975777 fax 022-28202002 Email ID:- investors@onida.com

On behalf of the Board of Directors

Place : Mumbai

Date : May 07, 2015