26 Apr 2017 | Livemint.com

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Modison Metals Ltd.

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Modison Metals Ltd. Accounting Policy

CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY

We, at Modison Metals Limited (MML), believe that for a company to succeed it must maintain global standards of corporate conduct towards its employees, customers and society. The company believes that it is rewarding to be better managed and governed and to identify and align its activities with national interest. To that end, we, as a company, have always focused on good corporate governance - which is a key driver of sustainable corporate growth and long term value creation.

At Modison Metals Limited, we view Corporate governance in its widest sense, almost like a trusteeship. Corporate governance is not simply a matter of creating checks and balances; it is about creating an outperforming organization. The primary objective is to create and adhere to a corporate culture of conscience and consciousness, transparency and openness; and to develop capabilities and identify opportunities that best serve the goal of value creation. Good Governance is an integral part of MML Management, in its pursuit of excellence, growth and value creation with a clear focus on its employees, customers, shareholders and the community at large - its stakeholders, beyond the metric of stock market and market capitalization.

Corporate Governance is not merely compliance - it is an ongoing measure of superior delivery of Company's objects with a view to translate opportunities into reality. It involves leveraging its resources and aligning its activities to customer need, shareholder benefit and employee growth, thereby delighting all its stakeholders while minimizing risks.

The Company has established procedures and systems to be fully compliant with the requirements stipulated by the Securities and Exchange Board of India (SEBI) from time to time, under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been implemented in a manner so as to achieve the objectives of Corporate Governance.

2. RIGHTS OF THE SHAREHOLDERS

The Company believes in protecting the rights of the shareholders. It ensures adequate and timely disclosure of all information to the shareholders in compliance with the applicable laws. Shareholders are furnished with sufficient and timely information concerning the general meetings, issues to be discussed thereat and rules regarding holding and conducting the general meetings. All shareholders are treated equitably.

3. ROLE OF THE STAKEHOLDERS

The Company recognises the rights of the stakeholders who are provided opportunity to obtain effective redressal for violation of their rights and are provided access to relevant, sufficient and reliable information on timely basis. Keeping the same in view, the Company has laid down an effective whistle blower policy enabling stakeholders, including employees to freely communicate their concerns about illegal or unethical practices. The Company do provide timely and accurate disclosure on all material matters.

4. BOARD OF DIRECTORS

a) Composition and Category of Directors

The Board of Directors of the Company have an optimum combination of Executive, Non­Executive and Independent Directors who represents the optimum mix of professionalism, knowledge and experience.

The Board's composition is in accordance with the requirements of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

As on 31st March, 2016, The Board of the Company comprises ten Directors - Four Executive Directors and six Non-Executive Directors, of whom four are Independent Directors. The current strength of the Board includes one Women Director as required under applicable legislation. The Chairman of the Board is a Non-Executive Independent Director

b) Appointment / Reappointment of Directors

Mr. Kumar Jay Modi and Mr. B.B.Singh retire by rotation at the ensuing Annual General meeting and being eligible, offer themselves for re-appointment. Approval of the shareholders is sought at the ensuing Annual General Meeting for their re-appointment as Directors of the Company.

Mr. Rajkumar Modi is proposed to be reappointed as Whole-time Director of the Company at the ensuing Annual General meeting.

Mr.Ashok Jatia is proposed to be appointed as Independent Director of the Company at the ensuing Annual General meeting.

Mr. Rakesh Singh is proposed to be appointed as Whole-time Director of the Company at the ensuing Annual General meeting.

c) Independent Directors

The Independent Directors of the Company fully meet the requirements laid down under Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.:

An independent director in relation to a company, means a non-executive director other than a nominee director of the Company,

• who, in the opinion of the Board of Directors , is a person of integrity and possesses relevant expertise and experience;

• who is or was not a promoter of the listed entity or its holding, subsidiary or associate company;

• who is not related to promoters or directors in the listed entity, its holding, subsidiary or

associate company;

• Who, apart from receiving director's remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

• none of whose relatives has or had pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed from time to time, whichever is lower, during the two immediately preceding financial years or during the current financial year;

• who, neither himself nor whose relative(s)—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the listed entity or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

• holds together with his relatives two per cent, or more of the total voting power of the listed entity; or

• is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent. or more of its receipts from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent, or more of the total voting power of the listed entity;

• is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

• who is not less than 21 years of age.

Notes:

1) "associate company", in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company.

Explanation.—For the purposes of this clause, "significant influence" means control of at least twenty per cent of total share capital, or of business decisions under an agreement.

2) ''relative'', with reference to any person, means anyone who is related to another, if—

(i) they are members of a Hindu Undivided Family;

(ii) they are husband and wife; or

(iii) one person is related to the other in such manner as may be prescribed;

3) "key managerial personnel", in relation to a company, means—

(i) the Chief Executive Officer or the managing director or the manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed;

The tenure of the Independent Directors is fixed in accordance with the requirements laid down in the Companies Act, 2013 and clarifications / circulars issued by the Ministry of Corporate Affairs, in this regard, from time to time.

All the Independent Directors has furnished a declaration that he / she meets the criteria of independence as laid down in Section 152 of the Companies Act, 2013.The Company has provided the appointment letter to Independent Directors alongwith code for independent directors which are also available on the Company's website.

None of the Independent Director serves in more than seven listed entities.

d) Performance Evaluation of Directors

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Non Executive Directors. The performance evaluation policy is displayed on the Company's website i.e; www.modison.com. <http://www.modison.com/> The parameters of performance evaluation of the Non Executive Directors will capture the following points:

• Attendance at meetings of the Board and Committee thereof,

• Participation in Board meetings or Committee thereof,

• Contribution to strategic decision making,

• Review of risk assessment and risk mitigation,

• Review of financial statements, business performance, and

• Contribution to the enhancement of brand image of the Company.

The Board of Directors (excluding the Director being evaluated) had, in their Meeting held on 03rd February, 2016 evaluated the performance of all the Directors on the Board.

The Board of Directors also evaluated the performance of Independent Directors (excluding the Director being evaluated) in their Meeting held on 03rd February, 2016.

e) Separate meetings of the Independent Directors

As required under Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors were held on 03rd February, 2016, without the attendance of Executive Directors and members of Management. At the Meeting, they:

(i) reviewed the performance of non-independent directors and the Board of Directors as a whole;

(ii) reviewed the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors;

(iii) assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

f) Familiarisation Programme for Independent Directors

Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged. The Company conduct programmes/ presentations periodically to familiarise the Independent Directors with the nature of industry, business model, strategy, operations , functions of the Company & role, rights, and responsibilities of Independent Directors through its Executive Directors or Senior Management Personnel.

The details of such familiarisation programmes have been disclosed on the Company's website at www.modison.com <http://www.modison.com>.

5. BOARD MEETINGS AND GENERAL MEETINGS

a) The Board meets at least four times in a year with a maximum time gap of one hundred and twenty days between two Board Meetings as per Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The meetings of the Board of Directors/Committee are held in Mumbai. The Board meets at least once in a quarter interalia to review the quarterly performance and financial results and review compliance reports pertaining to all applicable laws. A total of five Board Meetings were held during the year 2015-2016 on the following dates: 27.05.2015, 10.08.2015, 02.11.2015, 03.02.2016 and 09.03.2016.

The Board is apprised and informed of all the important matters relating to the business of the Company including those information as prescribed in Schedule II (Part A &B) of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Managing Director finalises the items to be included in the agenda of the meeting and the same is sent to the members of the Board well in advance along with the relevant details and explanatory notes wherever required.

The Board of Directors are satisfied with the plans for orderly succession for appointment of Board of Directors and senior management. Also, the Board of Directors has laid down code of conduct for the Board and senior management which is available on the website of the Company. The Company has laid down the procedures for intimating the risk assessment and minimization procedures to the board of Directors and the Board of Directors are responsible for framing, implementing and monitoring the risk management plan for the Company.

Information Supplied to the Board / Committees

Among others, information supplied to the Board / Committees includes:

• Annual operating plans and budgets and any update thereof.

• Capital budgets and any updates thereof.

• Quarterly results of the Company and its operating divisions or business segments.

• Minutes of the Meetings of the audit committee and all other Committees of the Board.

• The information on recruitment and remuneration of senior officers just below the Board of Directors, including the appointment or removal, if any, of Chief Financial Officer and Company Secretary.

• Show cause, demand, prosecution notices and penalty notices, which are materially important.

• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

• Any material default in financial obligations to and by the Company or substantial non-payment for goods sold by the Company.

• Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order, which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that may have negative implications on the Company.

• Details of any joint venture or collaboration agreement.

• Transactions that involve substantial payment towards, goodwill, brand equity or intellectual property.

• Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

• Sale of investments, subsidiaries, assets which are material in nature and not in the normal course of business.

• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.

• Non-Compliance of any regulatory, statutory nature or listing requirements and shareholders' service, such as non-payment of dividend, delay in share transfer etc.

6. BOARD COMMITTEES

As mandated by Regulation 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which has become applicable to the Company with effect from 1st December,2015, none of the Directors on the Board is a Member of more than ten (10) Committees and none is a Chairman of more than five (5) Committees across all Listed Entiites in which they are Directors. All the Directors have made necessary disclosures regarding Committee positions held by them in other Companies.

To align with the requirements prescribed for such Board Committees under the provisions of the Companies Act, 2013 and Regulation 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year ended 31 March, 2016, the Board of Directors amended the terms of references, wherever required.

The Board has constituted the following committees of Directors:-

I) Audit Committee.

II) Nomination and Remuneration Committee.

III) Stakeholders Relationship Committee.

IV) Corporate Social Responsibility Committee.

V) Risk Management Committee.

VI) Share Transfer Committee.

VII) Finance Committee.

I) AUDIT COMMITTEE

a)Terms of Reference

The term of reference of the Audit Committee include the matters specified under Schedule II : Part C of Regulation 18(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Composition

The Audit Committee comprises of five Directors four of whom are Non-Executive Independent Directors including the Chairman of the Audit Committee. The details of the members are as under :

Ms. Deepashree Dadkar acts as Secretary of the Audit Committee. The members of the Audit Committee are financially literate and three members has accounting and related financial management expertise. The Representative of Statutory Auditor and Chief Financial Officer are invited to the meetings.

c) Power of Audit Committee

The Audit Committee has the following powers:-

• 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.

d) Role of Audit Committee

i) Overseeing the Company's financial reporting process and disclosure of financial information to ensure that the Financial Statement is correct, sufficient and credible;

ii) Recommending the appointment, reappointment and terms of appointment of auditors of the Company;

iii) Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.

iv) Reviewing with 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 Director's responsibility statement to be included in the Board's Report on 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 statement arising out of audit findings;

e) Compliance with Listing and other legal requirements relating to financial statements.

f) Disclosures of related party transactions.

g) Modified opinion(s) in the draft Audit Report.

v) Reviewing with the management, the quarterly financial statement before submission to the Board for approval.

vi) 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.

vii) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

viii) Approval or any subsequent modification of transactions of the Company with related parties;

ix) Scrutiny of inter-corporate loans and investments;

x) Valuation of undertakings or assets of the Company, wherever it is necessary;

xi) Evaluation of internal financial controls and risk management systems;

xii) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

xiii) 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;

xiv) Discussion with internal auditors of any significant findings and follow up there on;

xv) Reviewing the findings of any internal investigations 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.

xvi) Discussion with the Statutory auditors before the audit commences, about nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

xvii) To look into the reasons for the substantial defaults in the payment to the depositors, debenture holders, shareholder (in case of non-payment of declared dividends) and creditors.

xviii) To review the functioning of Whistle Blower Mechanism.

i ) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person

xix) heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

xx) Carrying out any other function as mentioned in the terms of reference of Audit Committee.

e) Review of Information by the Audit Committee

The Audit Committee reviews the following information:

i) The management discussion and analysis of financial condition and results of operations.

ii) The statement of significant related party transactions (as defined by the Audit Committee) submitted by the Management.

iii) Management letters / letters of internal control weaknesses issued by statutory auditors.

iv) Internal audit reports relating to internal control weaknesses.

v) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

vi) Statement of deviations , is any.

f) Audit Committee meetings and attendance

Four Audit Committee Meetings were held during the year ended 31st March, 2016 on 27.05.2015, 10.08.2015, 02.11.2015 and 03.02.2016. The Company complied with the quorum of the Audit Committee Meeting. Details of attendance of each Director at the Audit Committee Meetings are given below

II. NOMINATION AND REMUNERATION COMMITTEE a) Terms of Reference

The Company's Nomination and Remuneration Committee is vested with all the necessary powers and authority to ensure appropriate disclosure on the remuneration of director and to deal with all the elements of remuneration package of Directors and Management Personnel.

i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

ii) Formulation of criteria for evaluation of Independent Directors and the Board of Directors;

iii) Devising a policy on diversity of Board of Directors;

iv) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

v) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

c) Nomination and Remuneration Committee meetings and attendance

Three Nomination and Remuneration Committee Meetings were held during the year ended 31st March, 2016 on 27.05.2015, 02.11.2015 and 03.02.2016. Details of attendance of each Director at the Nomination and Remuneration Committee Meetings are given below

Remuneration Policy

The remuneration policy is based on three tenets: Pay for responsibility, Pay for Performance and potential and Pay for growth.

e) Remuneration paid to all the Directors

Remuneration of Directors, Sitting Fees, Salary, Perquisites: Executive Director: Managing Director / Whole-time Directors.

The Remuneration of Managing Director has been approved by the Central Government and remuneration to the Whole-time Director is being paid in accordance with and subject to the limits laid down in Schedule V to the Companies Act, 2013.

The remuneration to the Managing Director / Whole-time Director is approved by the Nomination and Remuneration Committee, Board of Directors and subsequently ratified by the Shareholders in the meeting, wherever applicable.

e) Service Contracts, Severance Fees and Notice Period

The reappointment of the Managing Director, Mr.G L Modi is for a period of 3 years from 09.07.2015 to 08.07.2018 and reappointment of Mr. Kumar Jay Modi is for a period of 3 years from 01.04.2015 to 31.03.2018.

The appointment of Whole-time Director, Mr. Rajkumar Modi is for a period of 3 years, from 01.06.2013 to 31.05.2016.

The appointment of Whole-time Director, Mr. Rakesh Singh is for a period of 3 years, from 02.11.2015 to 01.11.2018.

There is no provision for separate payment of severance fee under the resolution appointing the Managing Director and Whole-time Directors. The notice period for termination is not less than three months in writing.

f) Performance linked incentive criteria

No such performance linked incentive are given to the appointees.

g) Employee Stock Option Scheme

The Company does not have any stock option scheme.

h) Non-Executive Directors

The Non-Executive Directors of the Company do not draw any remuneration from the Company other than sitting fees for attending Board and Committee meetings except as mentioned below.

Mr. Ranjan Dasgupta is paid Professional Fees of Rs.3,00,000/- for F.Y.2015-16 for rendering professional services.

Mr. Suresh Mody is paid Professional Fees of Rs.10,00,000/- for the F.Y.2015-16 for rendering Professional Services.

Mr. B.B.Singh is paid Professional Fees of Rs.36,00,000/- for the F.Y.2015-16 for rendering Professional Services,.

The above fees is approved by the members in the previous Annual General Meeting held on

11th August,2015.

III. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Board of Directors had constituted the Stakeholders Relationship Committee. The Committee focuses primarily on monitoring and ensuring that all shareholder and investor services operate in an efficient manner and that shareholder and investor grievances / complaints including that of all other stakeholders are addressed promptly with the result that all issues are resolved rapidly and efficiently.

V. RISK MANAGEMENT COMMITTEE

The terms of reference of the Risk Management Committee include implementation, monitoring and reviewing the risk management plan for the Company.

Mr. Rajkumar Modi, Executive and Whole-time Director is the Chairman of the Risk Management Committee. The Chairman was present in the last Annual General Meeting.

VI.SHARE TRANSFER COMMITTEE

The terms of reference of the Share transfer Committee includes approving or dealing with applications for transfer, transmission, transposition and mutation of shares and certificates including duplicate, split, sub-division or consolidation of certificates and to deal with all related matters

VII. FINANCE COMMITTEE

The terms of reference of the Finance Committee include primarily to provide financial oversight for the organization.

Mr. G.L Modi, Executive and Managing Director is the Chairman of the Finance Committee

7. DISCLOSURES

a) Whistle Blower Policy/Vigil Mechanism

In line with the best Corporate Governance practices, Modison Metals Limited, has put in place a system through which the Directors, employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct without fear of reprisal. The Company has put in place a process for providing adequate safeguards against victimization of Director or employee or any other person who avail the mechanism and also to provide direct access to the Chairperson of the Audit Committee in exceptional cases.

The Whistle-blower Policy is placed on the website of the Company.

b) Subsidiary Company

Modison Contacts Private Limited, an unlisted Private Limited Company is a subsidiary Company of Modison Metals Limited w.e.f. 05/03/2015. The subsidiary is not a material subsidiary Company. The audit committee of the Company also review the financial statements of the subsidiary Company. The minutes of Board of Directors meeting are placed at the Board meeting of the Company.

8. OTHER DISCLOSURES

a) There are no materially related party transactions. Related party transactions are disclosed in Note No. 31 to the financial statement in the Annual Report. The Audit Committee had reviewed and approved the related party transactions as mandatory requirement under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy of related party transactions is available on the website of the Company.

b) The Company has prepared the financial statements in compliance with the Accounting Standards applicability to the Company. There is no material departure from the accounting treatment prescribed under the Accounting Standards.

c) The Company had complied with the requirement of the Stock Exchange, SEBI and other statutory authorities on all matters relating to capital market during the last three years. No pecuniary structures have been imposed on the Company by any of the above mentioned authorities.

d) The Company has complied with all the mandatory requirements and has also disclosed information relating to non-mandatory requirements.

e) The Company has formulated a policy on Related Party Transactions and also on dealing with Related Parties which is disclosed on the website of the Company and the weblink is <http://www.modison.com/pdf/financial/Related-Party-Transaction-Policy-MML.pdf>.

All Related Party Transactions have been approved by the Audit Committee. The Company has taken omnibus approval of Audit Committee for a period of one year. The audit Committee has laid down the criteria for granting the omnibus approval in line with the policy of related party transactions which are repetitive in nature. The Audit Committee has reviewed on quarterly basis the details of Related Party Transactions entered into by the Company pursuant to such omnibus approval.

9. MEANS OF COMMUNICATION

a) Quarterly un-audited Financial Results , newspapers wherein results are normally published & Website

Quarterly un-audited Financial Results were published in the Economic Times, Navbharat Times and Maharashtra Times Newspaper. The half yearly report is not sent separately to the Shareholders. Annual Reports are sent to each shareholder of the Company. The Company's website is: www.modison.com <http://www.modison.com>. The Company has updated the quarterly results and other requirements on its website and also in other official news.

b) Management Discussion and Analysis Report

The Management Discussion and Analysis Report forms part of the Director's Report. All matters relating to Industry Structures and Development, Opportunities and Threats, Segment wise and Product wise performance, Outlook, Risks and Concern, Internal Control System and its adequacy, Discussion on financial performance with respect to operational performance, material development in human resources are discussed in the Director's Report.

10. NON-MANDATORY REQUIREMENTS

a) Chairman's Office

During the year under review, the Company has not maintained any office for Non Executive Chairman.

b) Audit Qualifications

There are no qualifications in the Auditors' Report to the Members on the Financial Accounts for the year ended 31.03.2016.

c)Shareholders' Rights

The Quarterly, Half yearly and Annual Financial Results of the Company are published in the Newspapers, besides notifying to the Stock Exchanges where the Company shares are listed. The Quarterly, Half yearly and Annual Financial Results are also available on Company's' website. The Audited annual report is also sent to every shareholders of the Company.

d) Other Non-Mandatory Requirements

The other Non-mandatory requirements will be implemented in due course as and when required and/or deemed necessary by the Board.

11.SECRETARIAL AUDIT

A qualified Practising Company Secretary carried out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) vis-a-viz the issued and listed capital.

The report by M/s. Ragini Chokshi & Co, a firm of Company Secretaries in practice, confirms that the total 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.

Also, the secretarial audit report by M/s. Ragini Chokshi & Co. a firm of Company Secretaries in practice, have no adverse remarks for the year ended 31st March, 2016. The report is self-explanatory.

12. GENERAL  SHAREHOLDER INFORMATION

a) 33rd AGM Date: 9th August, 2016.

Time: 11:30 A.M.

Venue: Radio Room, The Bombay Presidency Radio Club Ltd., 157, Arthur Bunder Road, Colaba, Mumbai - 400005.

Financial year April - March each year

Book Closure Date: 02/08/2016 to 09/08/2016 (Both days inclusive)

Period of e-voting : 06/08/2016 (10.00am) to 08/08/2016 (5:00 pm).

Listing on Stock Exchanges: BSE Ltd., Mumbai.

Stock Code: 506261 (Bombay Stock Exchange Ltd.)

Payment of annual Listing : Listing Fees for the Financial Year: 2015-2016 has been paid to the BSE.  

Dividend Payment

The Interim dividend declared for the financial year 2015-16 was paid on 30th March 2016. The Board has not recommended any final dividend for the financial year ended 31st March 2016

Financial Calendar (provisional):

1st Quarterly Result : Second week of August 2016

2nd Quarterly Result : Second week of November 2016

3rd Quarterly Result: Second week of February 2017

 Annual Results : Last week of May 2017

j) Share Market price data:

The monthly high and low prices of equity shares of the company traded at The Stock Exchange, Mumbai and BSE Sensex are as under:-

k) Share Transfer System: Trading in Equity Shares of the Company is permitted in  dematerialized form. Shares sent for transfer in physical form are registered and returned in a period of fifteen days of the receipt of the document, provided the documents are valid and complete in all respect.

Registrar & Transfer Agent

(For physical and Demat)

FREEDOM REGISTRY LIMITED  (Formerly AMTRAC MANAGEMENT SERVICES LTD.)  Plot No. 101/102 MIDC, 19th Street, Satpur, Nasik - 422 007  Tel: 95-253-2354032 Fax: 95-253-2351126  Email : support@freedomregistry.in As on 31st March, 2016

o) Dematerialisation of shares and liquidity:

The Equity Shares of Company are dematerialized with National Security Depository Limited and Central Depository Services (India) Limited and the total number of Shares dematerialized as on 31.03.2016 is 3,24,07,930.

p) Outstanding GDRs / Warrants or any convertible instruments : Nil

q) Registered Office:

33 Nariman Bhavan, 227 Nariman Point, MUMBAI - 400021.

r) Works:

Plot No. 85/A, B, D & E, Phase 1, Road 'E', VAPI - 396195

s) Address for correspondence:  33 Nariman Bhavan, 227 Nariman Point, MUMBAI - 400021.

t) Commodity price risk or foreign exchange and hedging activities:

The Company is exposed to the risk of price fluctuation of silver (raw material). The Company proactively manages this risk through hedging, inventory management. The Company's reputation for quality with robust marketing existence mitigates the impact of price risk on finished goods.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

u) Compliance Certificate by Auditors:

The Company has obtained a Certificate from the Statutory Auditors regarding compliance of Corporate Governance as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is given as an annexure to Directors' Report.

v) Certification by CEO for compliance with Code of Conduct:

As required under Regulation 17 read with Schedule V (D) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Board Members and Senior Management Personnel have affirmed compliance with the Company's code of conduct for the year ended March 31st, 2016.The code of conduct of the Company also includes Code of Independent Directors which is available on the Company's website.

Mr. G. L. MODI

Managing Director

Place : Mumbai

Date : 26 May 2016.

The above Corporate Governance Report has been adopted by the Board of Directors at their meeting held on 26th May 2016.

Mr. G. L. MODI

Managing Director

Place : Mumbai

Date : 26 May 2016