24 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:32 PM
MPIL Corporation Ltd.

BSE

  • 66.15 0.00 (0%)
  • Vol: 104
  • BSE Code: 500450
  • PREV. CLOSE
    66.15
  • OPEN PRICE
    66.15
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 0.00 0.00 (0%)
  • Vol: 0
  • NSE Code: MATHPLATT
  • PREV. CLOSE
    0.00
  • OPEN PRICE
    0.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    0.00(0)

MPIL Corporation Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges in India, the compliances by the Company are as under:

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company believes that corporate governance is a journey towards sustainable value creation. Corporate Governance is based on the principles of integrity, fairness, equity, maintaining high standards of transparency, timely disclo sures and dissemination of price sensitive information, ensuring meticulous compliance with applicable laws and regulations and conducting business in the best ethical manner, accountability and commitment to values in all facets of its opera tlons, and in its interactions with all its stakeholders including shareholders and the employees. Adequate disclosures and ir»formation are provided to the Board as well as its committees.

In addition to complying with the statutory requirements, effective governance systems and practices towards improving transparency, disclosures, internal control and promotion of ethics at work place have been institutionalized. The Company recognizes that good governance is a continuing exercise and adhere to ethical standards is committed to ensure Integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, the Company has adopted various codes and policies to carry out duties in an ethical manner. The following codes and policies have been adopted by the Company:

• Code of Conduct.

• Code of Internal Procedure and Conduct for Insider Trading.

• Whistle Blower Policy.

• Related Party Transactions Policy.

• Sexual Harassment Policy.

• Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

• Board Performance Evaluation Policy.

• Risk Management Policy.

The Board of Directors of the Company has an optimum combination of Executive and Independent Non-Executive Directors who have an in-depth knowledge of business, in addition to the expertise in their areas of specialization. The Board provides leadership, strategic guidance and an independent view to the Company's management.

CODE OF CONDUCT

The Company follows the Code of Conduct approved by the Board of Directors, which are applicable to members of the Board and senior management cadre. The Code has been circulated to all the members of Board and the senior management and affirmation is received from all the members of Board and the senior management staff regarding compliance.

2. BOARD OF DIRECTORS

A. Board Composition, attendance of Directors at Board Meetings, Last Annual General Meeting and number of other Directorships and Chairmanships/ Memberships of Committees of each Director in various Companies:

(i) The composition of the Board and category of Directors is as follows:

Directors' Profile

Details of the Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting, pursuant to clause 49 of the Listing agreement entered into with the Stock Exchange and as per provisions mentioned as per Secretarial Standard-2 - General Meetings issued by the council of the Institute of Company Secretaries of India and approved by the Central Government for persons seeking re-appointment/appointment have been given along with the annexure to the Notice of the Annual General Meeting.

3. AUDIT COMMITTEE

The Audit Committee comprises of three Non-Executive Directors viz., Mr. Prabhakar Shevade, Mr. Ravindra K. Raje and Mr. K. Krishnamoorthy.

Mr. Prabhakar Shevade, an independent Non-Executive Director and a practicing Chartered Accountant, is the Chairman of the Committee. Mr. K. Krishnamoorthy, an independent Non-Executive Director, is a Qualified Company Secretary. Mr. Ravindra K Raje possesses expert financial and accounting knowledge and is a Fellow Member of the Institute of Chartered Accountants of India and has also passed Company Secretary Final Examination and L.L.B

The objective of the Audit Committee is to assist the Board in its responsibility for overseeing the quality and Integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee's purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company's financial statements, the appointment, independence, performance and remuneration of the statutory auditors, the performance of internal auditors and the Company's risk management policies.

The terms of reference of the Audit Committee are broadly as under:

• Reviewing the financial reports and the disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed in the reports.

• Recommending the appointment and removal of external auditors, fixation of audit fee and other payments:.

• Reviewing the financial statements and draft audit report, including quarterly/half yearly financial information.

• Reviewing with the management and internal auditors, the adequacy of internal control systems.

• Reviewing the adequacy of internal audit function, including the audit charter, approval of the audit plan and Its execution, coverage and frequency of internal audit and discussions with internal auditors of any significant findings and follow-up thereon.

• Reviewing with management the quarterly and annual financial statements before submission to the Board focusing primarily on:  any changes in accounting policies and practices;

major accounting entries based on exercise of judgment by management; qualifications in draft audit report; significant adjustments arising out of audit; the going concern assumption; compliance with accounting standards;

compliance with stock exchange and legal requirements concerning financial statements; related party transactions as per Accounting Standard 18; reviewing the Company's financial and risk management policies; disclosure of contingent liabilities.

4. NOMINATION AND REMUNERATION COMMITTEE

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

• To carry out evaluation of every director's performance.

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

• To recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

• To carry out any other function as is mandated by the Board from time to time.

Details of Remuneration and other terms of appointment of Directors:

No Directors are paid any salary or perquisites. The Members of the Company at its Annual General Meeting held on 24lh September, 2014 appointed Mr. Sanjeev Jain (DIN 00119762) as Whole Time Director, w.e.f. 1st September, 2014 for a period of five years without remuneration. The non-executive directors are paid sitting fees at the rate of Rs. 4000 for attending each meeting of the Board. The Audit Committee members are paid sitting fees at the rate of Rs. 2000 for attending each meeting of the Audit Committee. The Nomination & Remuneration Committee members are paid sitting fees at the rate of X 1000 for attending each meeting of the Nomination & Remuneration Committee. No sitting fees are paid for attending Stakeholders' Relationship Committee meetings

5. STAKEHOLDERS' RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has reconstituted the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".

The broad terms of reference of the Stakeholders Relationship Committee are as under:

• To oversee and review all matters connected with the transfer of the Company's securities.

• Consider, resolve and monitor redressal of investors'/ shareholders' / security holders' grievances related to transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend etc.

• Oversee the performance of the Company's Registrars and Transfer Agents.

• Recommend methods to upgrade the standard of services to investors.

• Monitor implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading.

• Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable Perform such other functions as may be necessary or appropriate for the performance of its duties

The Board has delegated the power of approving transfer of shares/issue of duplicate share certificates, etc. to the Shareholders'/Investors' Grievances Committee. Ms. Hinal Kothari, Company Secretary is designated as Compliance Officer for complying with the requirements of SEBI regulations and the Listing Agreements with the Stock Exchanges in India and overseeing the investors' grievances.

During the year, a total of 5 complaints were received. These complaints were resolved to the satisfaction of the sha reholders. As on 31st March, 2015, no request for share transfer or dematerialization was pending for approval.

6. RISK MANAGEMENT COMMITTEE

The Company recognises that the risk Is an Integral and unavoidable component of business and is committed to managing the risk in proactive and effective manner, The revised Clause 49 of the Listing Agreement mandates constitution of the Risk Management Committee. The Committee is required to lay down the procedures to inform to the Audit Committee about the risk assessment and minimization procedures and the Audit Committee shall be responsible for framing, Imp lementlng and monitoring the risk management plan of the Company.

Business Risk Evaluation and Management is an ongoing process within the Company. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprise:

• Oversight of risk management;

• Defining framework for identification, assessment, monitoring, and mitigation and reporting of risks;

• Reviewing risks and evaluating treatment including initiating mitigation actions;

• Reviewing the Risk Management Policy and framework in line with local legal requirements and SEBI guidelines.

7. INDEPENDENT DIRECTORS' MEETING

Nomination and Remuneration Committee recommends for appointment of Independent Directors, on the Board. The Committee considers the requirement, skill and independent standing in their respective field, other thrust is given on qualification, positive attributes, area of expertise and Directorships and Memberships held in various committees of other companies by such persons in accordance with the Company's Policy for Selection of Directors and determining Directors' independence. The Board considers the Committee's recommendation and takes appropriate decision. Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.

The Independent Directors meet as and when they require. During the year under review, the Independent Directors met on 19th March, 2015, inter alia, to discuss:

Evaluation of performance of the Independent Directors and the Board of Directors as a whole;

Evaluation of quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Mr. Prabhakar Shevade and Mr. K Krishnamoorthy, Independent Directors were present at the Meeting.

8. BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Individual who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and Its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

The Company's Board Performance Evaluation Policy is as follows:

1. Board of Directors

1.1. This policy is to ensure individual directors ("Directors") and the Board of Directors of the Company ("Board") as a whole work efficiently and effectively in achieving their functions.

1.2. Each year the Board will undertake the following activities:

(a) the Chairperson will meet with each non-executive director separately to discuss individual performance and ideas for improvement; and

(b) the Board as a whole will discuss and analyse its own performance during the year including suggestions for change or improvement.

2. Executive / Whole-Time Directors and Key Executives

2.1. This policy is to ensure the Executive / Whole-time Directors and key executives execute the Company's strategy through the efficient and effective implementation of the business objectives. In order to accomplish this:

(a) the Board will review the Company's strategy annually;

(b) following strategy review above the Board will set the organisation performance objectives based on q ualitative and quantitative measures;

(c) the objectives above are reviewed periodically to ensure they remain consistent with the Company's priorities and the changing nature of the Company's business;

(d) the objectives form part of the performance targets for the Executive Director; and

(e) performance against these objectives is reviewed annually by the Board and is reflected in the Executive Directors remuneration review.

3. Board Committees

3.1. This policy is to ensure committees to which the Board has delegated responsibilities are performing efficiently and effectively in accordance with the duties and responsibilities set out in the Board Charter.

3.2. Each year the Board will undertake the following activities:

(a) review the necessity of establishing any committees and delegating certain of its responsibilities to the relevant  committee;

(b) review the committees' achievements during the year based on their duties; and

(c) review the charters of the committees to ensure that they are up to date and remain consistent with the Company's strategy.

4. Review of Board Performance Evaluation Policy

This policy will be reviewed annually.

9. NOMINATION AND REMUNERATION POLICY

Matters to be dealt with, perused and recommended to the Board

The Nomination and Remuneration Committee shall:

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director.

• Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

• Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

Appointment and removal of Directors. Key

Management Personnel and Senior Management

Appointment criteria and qualifications:

• The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

• A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person as Whole-Time Director who ha s attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seve nty years,

Term / Tenure:

Managing Director / Whole-time Director:

The Company shall appoint or re-appoint any person as its Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms. However, such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director, subject to the Independent Director, during the said period of three years, not being associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on 1st April, 2014 or such other date as may be determined by the Committee as per regulatory requirement, he / she shall only be eligible for appointment for one more term not exceeding 5 years.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director, and to three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

Evaluation:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, and Rules made there under or under any other applicable act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director and KMP subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Directors and KMP shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Remuneration for Directors, Key Management Personnel and Senior Management personnel

The remuneration/ compensation / commission, etc. to the Directors, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission, etc. shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required.

Remuneration to Non-Executive / Independent Directors:

Sitting Fees: The Non-Executive Directors shall be paid sitting fee for attending the Board and Committee meetings. The amount of such fees shall be as recommend by the Nomination and Remuneration Committee and approved by the Board subject to the limits specified under the Act or by the Central Government from time to time. In addition, the Directors shall be paid for travel and accommodation expenses in connection with Board / Committee meetings of the Company.

Commission: No Commission shall be paid to Non-Executive/ Independent Directors.

Stock Options: Independent Directors shall not be entitled to any stock options of the Company. Remuneration of Executive / Whole Time Director:

General principles for the remuneration of the Executive / Whole-Time Director / Key Management Personnel and Others:

• To compensate all executives adequately so at to attract, retain and motivate the best talents at all levels: In order to attract and retain managerial expertise, the elements of the remuneration of the members of the Executive Board/ Key Managerial Personnel and Senior Management personnel shall be determined on the basis of their performance, the functions they perform and the value they create as well as of the conditions in other companies. Care should be taken to ensure that there is minimum disparity between compensation levels of existing and new employees.

• To compensate the employees for updating themselves with the changing requirements of the business and laws and enhance their capabilities for the benefit of the organisation for attending skill development programmes and courses.

The Executive / Whole-Time Directors shall be paid salary keeping in view the overall permissible managerial remuneration as per Section 197 of the Companies Act, 2013.

Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-Time Director. Increments will be effective from 1" April in respect of a Whole-Time Director and other employees of the Company.

Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-Time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

Excess Remuneration: If the Whole-Time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it In trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration of Key Management Personnel and Senior Management personnel: Each element of the remuneration should be weighted in order to ensure a continuous positive development of the company both in the short and long-term.

(i) Fixed salary, allowances and perquisites

Basic Salary: The basic salary for all new recruitments shall be decided based on negotiations. At the time of recruitment, HRD should ensure that the salary is within the salary range of that particular grade in which the executive Is to be recruited. Subsequent changes in the basic salary will be effected only at the time of an annual increment based on performance / promotion.

House Rent Allowance: For all grades, HRA will be 60% of the basic in metros and 50% in non-metro (for existing executives in grade 5 and above whose HRA is 60% of basic in non-metro, the HRA will be brought down to 50% of basic and the differential amount will be added as Special Allowance).

Conveyance Allowance: This is a fixed amount as per grade. It is provided for travel to and from the place of residence to work.

Special Allowance: This is a variable component of the salary and is decided on case to case basis, depending upon the job profile /special circumstances of the employee.

Leave Travel Assistance: This is a fixed amount as per grade and applicable to all executives. It is provided as financial assistance for travel to any place in India for the executive and his/ her family while on leave.

Medical Reimbursement Facility: Medical reimbursement is paid to executives for medical treatment and health check-up for self and family.

Retiral Funds: This includes Provident Fund, Gratuity and Leave encashment payable to employees, and will be governed by the rules of the individual funds / company policy as appropriate.

(ii) Annual Performance Bonus

Annual Performance Bonus is a variable incentive award in order to encourage the management team to meet the short-term as well as long-term goals of the Company. The Board considers it appropriate that incentive programmes exist for the Executive/Whole-Time Directors and Senior Management personnel of the Company. Such incentive programmes may comprise any form of performance bonus, etc.

Annual bonus arrangements are one-year bonus schemes. The annual bonus payments are conditional upon compliance in full or in part with the terms and targets defined by the company and payable to the employees who are in service / extension at the time of declaring the bonus.

(Hil Promotions/ Increments

A promotion is a career opportunity for an employee that involves greater responsibilities and may also involve an increase in salary and a change in title. In the normal course, an employee should have completed at least a minimum of 1 year of service in the Company, prior to being eligible for any kind of promotion.

The Company shall have a process of carrying out an annual appraisal of all its KMP and Senior Management personnel to assess their performance for the previous financial year. This appraisal shall form the basis for any increments that may be considered.

The criteria of evaluation for promotions/ increments would, inter alia, be as follows:

• Need of the Organisation

• On basis of performance appraisal scores

• Attendance (excluding Privilege Leave)

• Competencies Education

• Honesty and Sincerity

• Due weightage to a good service record in terms of: o Multi-tasking - Ability to do more than one task o Behaviour with subordinates, colleagues, peers

o Demonstrated ability to improve quality, productivity, safety, cost and efficiency o Consistency in the quality of work o Willingness to accept tasks

o Ability to finish tasks on time and up to the desired level of efficiency Points to be considered for promoting an employee:

• Actual achievements against Key Responsibilities, Objectives (Action Plans) and measurement of performance factors leading to the overall scores of the appraisal

• Competency at new level for the employee being considered for promotion

• Overall growth plan of the organization

• The promotion should lead to adding on more responsibilities

• Education shall be used as a one of the main criteria for promotion of any person to a senior Managerial cadre and above; he should possess at least a Masters level degree or PG Diploma from a recognized institute.

10. CODE OF BUSINESS CONDUCT & ETHICS

The Code of Business Conduct & Ethics ('the Code') adopted by the Board, is a comprehensive Code applicable to all Directors and Senior Management Personnel. The Code while laying down, in detail, the standards of business conduct, ethics and governance, centres on the following theme:

The Company's Board of Directors and Senior Management Personnel are responsible for conduct of the business and are committed to setting the standards of conduct contained in this Code and for updating these standards, as appropriate, to ensure their continuing relevance, effectiveness and responsiveness to the needs of local and international investors and all other stakeholders as also to reflect corporate, legal and regulatory developments. The Code has been circulated to all the members of the Board and management personnel and the compliance of the same is affirmed by them annually. A declaration signed by the Whole-Time Director of the Company to confirm that the Company has adopted a Code of Conduct for its Directors and employees of the Company is given below:

Compliance with the Code of Conduct

I Sanjeev Jain, Whole-Time Director of MPIL Corporation Limited do hereby confirm that the Company has, in respect of the financial year ended March 31, 2015, received from the senior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct as applicable to them.

Sanjeev Jain Whole-Time Director

12. DISCLOSURES

Related Party Transactions

Details of contracts and arrangements with related parties is annexed to the Board's Report in Form AOC-2 (Annexure 3).

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Attention of the Shareholders is drawn to the disclosures of transactions with the related parties set out in Notes on Financial Statements, forming part of the Annual Report.

The Board has approved a policy for related party transactions which has been uploaded on the Company's website.

Strictures and Penalties

No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the Securities and Exchange Board of India (SEBI) or by any statutory authority on any matters related to capital markets during the last three years.

Internal Controls

The Company has a formal system of internal control which examines operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances.

CEO & MD / CFO Certification

The Whole Time Director and the CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed to the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Any actual or potential violation of these principles and the Company's Code of Conduct for Employees would be a matter of serious concern for the Company.

Employees have a role and responsibility in pointing out such violations. This Whistle Blower policy is formulated to provide a secure environment and to encourage employees of the Company to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse personnel action against those employees who report such practices in good faith.

The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Nodal Officer (Company Secretary) / Whole Time Director/ Chairman of the Audit Committee, shall make a record and refer the matter to the Audit Committee for further appropriate investigation and needful action.

Vigil Mechanism / Whistle Blower Policy has been uploaded on the Company's website www.mpilcorporation.com

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing In the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while In possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Head Compliance is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

13. MEANS OF COMMUNICATION

The quarterly, half-yearly and yearly financial results of the Company are sent to Stock Exchanges immediately after they are approved by the Board. These are normally published in the newspapers viz. Free Press Journal and Navshaktl In accordance with requirements of the Listing Agreement. The said financial results and official news release are displayed on the website of Bombay Stock Exchange viz. www.bseindia.com

Annual Results: Annual Report containing inter alia, Audited Annual Accounts, Directors' Report, Auditors' Report, Notice of Annual General Meeting with explanatory notes and other important annexure/ information is circulated to members and others entitled thereto.

14. GENERAL SHAREHOLDER'S INFORMATION

• Corporate Identity Number : L74299MH1959PLC163775

• Annual General Meeting

Day & Date Time Venue : Wednesday, 16th September, 2015 10 a.m. 5 Flavors, SagarTech Plaza Complex, Third floor, Andheri-Kurla Road, Saki Naka Junction, Mumbai - 400 072

Financial Calendar

Financial Year : l5t April to 31st March

For the financial year 2015-16, results are expected to be announced as follows:

Results for quarter ended 30th June  : Between 1st to 14<h August, 2015

Results for quarter/half-year ended 30th September : Between 1st to 15th November, 2015

Results for quarter ended 31st December : Between l5t to 15th February, 2016

Results for the year ended 31st March : Between 15th to 30th May, 2016

Book Closure : 10th September, 2015 to 16th September, 2015 (both days inclusive)

Listing of Shares

Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001

Scrip Code: "500450"; Company Symbol: MPILCORPL ISIN No.: INE844C01027 Stock

• Registrar & Share Transfer Agents

M/s Sharepro Services (India) Pvt. Ltd, Unit: MPIL Corporation Ltd. 13 AB Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Andheri-Kurla Road, Sakinaka, Mumbai- 400 072. Phone : (022) 6772 0300/400 Fax : (022) 2859 1568 Email : sharepro(3>shareproservices.com

Any correspondence by the Shareholders/Investors may be addressed to the Company's Registrar and Share Transfer Agents at the address given above.

• Share Transfer System

98.35 of the shares of the Company are in electronic form. Transfer of these shares is done through the depositories with no involvement of the Company.

Shares received for transfer in physical form are registered and returned by the Company's Registrar and Share Transfer Agent within the statutory time limit from the date of receipt of the documents, provided the documents are found in order. Shares under objections are returned within two weeks. The Board has delegated the authority for approving transfer, transmission of shares to the Shareholders'/Investors' Grievances Committee.

In compliance with the Listing Agreement / SEBI Guidelines:

• A practising Company Secretary carries out Secretarial Audit on "Dematerialised shares and shares in Physical form" every quarter and the required reports are filed with the Stock Exchanges.

• The shares in Dematerialised form and Physical form tally with the issued/paid-up capital of the Company.

• A Practicing Company Secretary carries out a Due Diligence survey, pertaining to share transfers, transmissions etc., every six months and relevant certificates are filed with the Stock Exchanges in compliance with clause 47(c) of the Listing Agreement

• Registered office

Udyog Bhavan, 2nd Floor, 29 Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001

The Shareholders may also address their correspondence to the Secretarial Department of the Company at the Registered Office of the Company or also at the following address:

The International, 5th Floor, 16 New Marine Lines Cross Road No. 1, Churchgate, Mumbai - 400 020 Ph: (022) 22033992 / 22054196 / 22001910 Fax: (022) 22083984 Email: cosec@jumbo.net in Website: www.mpilcorporation.com

• Transfer of Unclaimed amounts to Investor Education and Protection Fund

Under the Companies Act, 2013, dividends that are unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. During the financial year under review, there were no unclaimed dividend amounts pending for transfer to the IEPF.

On behalf of the Board of Directors

Hinal Kothari R K Raje Sanjeev Jain

Company Secretary Director Whole Time Director

(DIN 00112003) (DIN 00119762)

Place : Mumbai

Date : 7th August, 2015