Report on Corporate Governance
The Corporate governance envisages transparency, supervision and internal controls. The company believes that all action must serve the need to encourage efficient use of resources and ensure accountability.
Board of Directors
The Board comprises of six directors with a mix of both executive and non-executive directors. Mr.Roy Mammen who earlier served as Director of the company was appointed by the shareholders as Managing Director of the company with effect from 1.10.2006. Mr.Mammen Philip who hitherto was the Managing Director, though resigned from the Managing Directorship, agreed to serve as Director-Corporate Affairs to the Board with effect from 1.10.2006. Mr.Jacob Mammen is a Non-executive Director and Dr.Karun Philip, Mr.Mammen Varghese and Mr.Ashok Kuriyan are non-executive independent directors.
The composition of the independent directors are as per requirement of Clause 49 of the Listing Agreement.
There has been reconstitution of audit committee during the year. Mr.Roy Mammen who was nonexecutive independent member served in the committee till 30th September 2006 and resigned after being appointed as Managing Director of the company. Dr.Karun Philip was co-opted as member of the Audit Committee with effect from 1.10.2006. The other members of the Audit Committee namely Mr.Mammen Varghese and Mr.Ashok Kuriyan are the Non-executive independent directors. Mr.Mammen Varghese is the Chairman of the committee. All the members have financial and accounting knowledge and Dr.Karun Philip, in addition is an expert in information technology. The terms and reference of audit committee are wide enough covering the matters stipulated in terms of the Listing Agreements. The Audit Committee met four times namely 18.4.2006, 24.7.2006, 17.10.2006 and 24.1:2007
There has been reconstitution of remuneration committee during the year. Mr.Roy Mammen who was non-executive independent member served in the committee till 30lh September 2006 and resigned after being appointed as Managing Director of the company. Dr.Karun Philip was co-opted as member of the remuneration Committee with effect from 1.10.2006. The other members of the remuneration Committee namely Mr.Mammen Varghese and Mr.Ashok Kuriyan are the Non-executive"independent directors. Mr.Mammen Varghese is the Chairman of the committee.
Remuneration of Directors
During the year Mr.Mammen Philip was paid remuneration as Managing Director till he resigned with effect from 30.9.2006 and thereafter on his appointment as Director-Corporate Affairs remuneration as per the terms approved by the members have been paid. Also Mr.Roy Mammen who was appointed as Managing Director of the Company with effect from 1.10.2006 was paid remuneration Further all the Directors waived the sitting fees for attending the board meeting and accordingly no sitting fee was paid.
The shareholders committee comprising of the following non-executive independent directors specifically looks into the redressal of investors' complaint like transfer of shares, non receipt of balance sheet, etc. The committee comprising of M/s.Mammen Varghese, Ashok Kuriyan and Karun Philip met twice under the chairmanship of Mr.Mammen Varghese.
Number of complaints received from shareholders from 1.4.2006 to 31.3.2007: Nil
Number of complaints not solved for the satisfaction of the shareholders as on 31.3.2007 - Not applicable
Number of share transfer pending as on 31.3.2007 lodged between 28.3.2007 to 31.3.2007: NIL
The company's shares are being dematerialized by Central Depository Services Ltd., (CDSL) and National Securities Depository Ltd., (NSDL) under ISIN No.INE:159E:01018 and the shareholders are sending the shares for dematerialization to these depositories.
Name and address of the compliance officer:
No.748, Anna Salai, Chennai-600 002
Telephone: 91-044 28523501, 28523511
Fax: 91-044 28523329
General Shareholding Information
Annual General Meeting
Time: 11 A.M.
Venue: Hotel Emerald Inn
Opp.TCL, SIPCOT,. RANIPET-632 403 Vellore District
Financial Year: 1.4.2006 to 31.3.2007
Book closure dates: 26.9.2007 to 28.9.2007
Dividend: No dividend has been recommended for the year 2006-07
There is no resolution requiring approval of shareholders by a postal ballot at the ensuing annual general meeting
The company's shares are listed in the following Stock Exchanges
• The Stock Exchange, Mumbai,
Phiroze Jeejeboy Towers, 25th Floor,
Dalai Street, Mumbai-400 001
• Madras Stock Exchange Ltd.,
Exchange Building, 11 Second Line Beach,
• Bangalore Stock Exchange
- Stock Exchange Towers, No.51, 1st Cross,
J.C.Rdad, Bangalore-560 027
The company has paid the annual listing fees to each of the above Sock Exchanges for the year 2006-07. There are no arrears.
Code (Equity Shares - Physical Form)
(Demat - ISIN No.)
Share Transfer System
M/s. Cameo Corporate Services Ltd., the Company's share transfer agents are looking after both physical share transfer/transmission/transposition and confirmation of demat request
A committee of board constituted for this purpose approves share transfer in the physical form periodically and not later than a fortnight. All transfer deeds received which are clear in all respects are transferred by the company's share transfer agents, M/s. Cameo Depository Services Ltd., within the time limit under the Listing Agreement. Where there are discrepancies the documents are returned to the concerned shareholder for necessary action.
Means of communication
The quarterly results approved by the Board are being intimated to the respective Stock Exchanges where company's shares are listed within the time prescribed under the Listing Agreement. Further, the public are informed about the results through print media. The company is not sending to each household of shareholder regarding the quarterly results.
During the year there was no presentation made to analysts and institutional investors. Management and discussion analysis form part of this annual report.
Address for correspondence
M.M.RUBBER CO. LTD.,
No.748, Anna Salai, Chennai-600 002
Telephone: 91-044 28523501, 28523511 Fax: 91-044 28523329
The company's Foam Factory continues to be operated from Plot No.84, SIDCO Industrial Estate, Ambattur, Chennai-600 098