B. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE.
The object of the "Corporate Governance as its compliance as required under clause49 of the Listing Agreement is towards the achievement of high level of transparency & accountability to protect the interest of the shareholders. With this object the company has constituted Audit Committee. Remuneration Committee, Shareholders/Investors Grievance Commitee etc to fulfil such objectives.
As required under SEBI rules, trading of the company's share have been made compulsory far dematerialisation from 26th February 2001 with an option to the shareholders to hold the same in physical form also. Further, in compliance with the directions of the SEBI for appointment of common Agent in respect of share transfer & ofther related matters, both in physical & demat form, the company has appointed M/s MCS Ltd, Kolkata as its share transfer agent with all authorities to serve the Shareholders/Investors to their satisfaction and to comply with the other requirements under SEBI Rules, Listing Agreement arid other related Acts and Rules thereunder.
F. AUDIT COMMITTEE.
CONSTITUTION OF AUDIT COMMITTEE as at 31st March 2012.
1. Description of Term & Reference - The Board of Directors at their meeting held on 28-09-01 has delegated the Audit Committee those powers and responsibilities as are provided under section 292(A) of the Companies Act 1956.
2. Composition of Audit Committee as at 3t»' March 2012 :-
Shri A.K- Chatterjee - Chairman - Independent and Non-executive Director.
Shir S.K. Modi - Member - Executive Director.
Shri V.K. Singhania - Member - Executive Director.
Shri K.C. Mukherjee - Member - Independent and Non-executive Director Since deceased.
Shri A.K. Kundu - Member - Independent and Non-executive Director.
3. No of Meeting of Audit Committee held during the year 2011-12 — 3 (Three)
1st July 2011, 28th October 2011, 22nd March 2012.
G. CONSTITUTION OF REMUNERATION COMMITTEE.
In pursuance to the provision of the Company Ad 1956. your Board of Directors at their meeting held on 10th November 2003 has constituted Remuneration Committee. Remuneration Committee consisting of Shri A.K. Chatterjee, Shri A.K. Kundu and Shri K.C. Mukherjee. All were nonexecutive and independent directors. After expirey of Late KC.Mukherjee, Shri Achyut Kumar Choudhury was inducted in the remuneration committee. Meeling of Remuneration committee was held to approve reappointment of Shri S.K. Modi as Managing Director of the Company for three years with effect from 1st December 2012 on the existing terms.
H. REMUNERATION PAID TO EXECUTIVE & NON-EXECUTIVE DIRECTOR DURING THE YEAR 2010-11
A) For Executive Director (Rs. in Lac)
Name Salary Perquisites & Others Commiossion Totaf
Shri S.K.Modi 7.20 000 Nil 7.20
Sri V.K. Singhania 1.92 0.16 Nil 2.08
B) For Non-Executive Directors/lndepdent Director's
The Non-Executive Directors are paid only sitting fees@ Rs. 5,000/- for attending Board Meeting. Audit Committee Meeting and Remuneration Commitee Meeting, Shri V. K. Singhania Executive Director and in-charge of the Units at Patna was paid setting fees@ Rs. 2,000/-for attending Board Meeting and Audit Committee Meeting. No setting fees was paid to Shri S.K. Modi, the Managing Director of the Company.
I. CONSTITUTION OF SHAREHOLDERS/INVESTORS GRIEVANCES COMMITTEE. In compliance with provision of the listing Agreement the Board of Directors has constituted Share holders/Investors Grievances Committee at their meeting held on 30th October 2002, Shri A.K. Chatterjee being the Chairman of the said committee.
J. Number of Shareholders' complaints received and solved to the satisfaction of the Shareholders.
i. During the financial year ended 31" March 2012 request/complaint letters were received from the shareholders. NIL
ii. Number of pending share transfers as :- on 31-03-2011 there were no pending request/letters involving transfer of shares.
L. DISCLOSURES :-
(i) Disclosures on materially significant related party transaction i.e. transactions of the Company of material nature with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the company at large :
There were no transactions of material nature with the Directors or the management, their subsidiaries or relatives during the year, which may have potential confiliet with the interests of the company at large except as reported in the Notes on Accounts in Schedule 17 annexed to the Balance Sheet as at 31st March 2012.
ii) Details of non compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years:
As there was some delay in publication of the Quarterly result of the Company due to closure of the units at Patna since 1st April 2001 and non availability of result the Stock Exchange at Mumbai had unilaterally suspended the trading of the shares of the Company with effect from 27th January 2004 in-spite of several clarifications and personal representative to explain the reasons for delay. Presently the operation of all units of the Company were stopped. The movable and immovable assets of units were taken over by the Secured Creditors under SARFAESI Act 2002 The Assets at the units at Patna were sold by the said Secured Creditors. As such as there is no operation of the Companies, there is no publication of the financial result of the Company. There is no incoming fund also except some outstanding collection from debtors.
Means of Communication
(1) Quaterly Un-audiled results and Annual Audited results were published in prominent daily newspapers. Last such un-audited financial results for quarter ended December 2004 were published in Financial Express, Kolkata and Pravat Khavar (Hindi at Patna).
(2) Half yearly results are not sent to the>fcharehoiaers. Annual Report And Accounts (un-abridged) are sent to the shareholders at their addresses as registered with the company in ordinary post
(3) The company has not yet established /installed any website.
M. SHAREHOLDER'S INFORMATION
Annual General Meeting: Date : 29th December, 2012
Time : 10:30 A.M.
Venue : Registered Office: Flat No. 2, Shamkunj Apartment Basant Vihar Colony, Boring Road Patna - 800 001
FINANCIAL YEAR OF THE COMPANY
April to March
Registered Office :
Flat No. 2. Shamkunj Apartment. Basanta Vihar Colony, Boring Road, Patna - 800 001
Stock Exchanges :-
Shares of the Company are listed on Mumbai. Kolkata and Magadh Stock Exchange. However, trading of share at Mumbai Stock Exchange was suspended on 27-01-04 for delayed publication of quarterly result as stated above.
Registrar and Share Transfer Agents :-
M/s MCS Ltd. 77/2A , Hazra Road, Kolakata - 700 029, is the share Transfer Agent, both for Physical Transfer and
Share Transfer Systems :-
Shares lodged for transfers are registered and duly transferred share Certificates are despatched to the holders mostly within a period of thirty days from the date of receipt, if the documents are otherwise in order.
The Share Transfer Committee meets as often as possible to approve transfers and related matters as may be required by the Registrars and Share Transfer Agents.
Dematerialisation of Shares :
Trading in the Company's Equity Shares came under compulsory dematerialisation with effect from 26*' February 2001 As on 31 st March 2012 out of the 8786632 shares. 4217616 shares have been dematerialised aggregating to 48.00%.
1) As reported in Para M, the share transfer of the Company was suspended by Mumbai Stock Exchange with effect from 27th January, 2004.
2) In absence of requisiteinformation from the M/s MCS Ltd, Calcutta, the Registrar and Share Transfer Agent, of the Company, the figures as shown as at 31/03/2011 are shown as at 31/03/2012 with a presumption that due to suspension of Share Trading by Mumbai Stock Exchange there might be having no major effect in the holding pattern.
Investor's Correspondence :-
All enquiries, clarfications and correspondence should be addressed to Registrar and Share Transfer Agent at the following address
Registrar and Share Transfer Agent MCS LTD.
Unit. MSL Industries Ltd.
77f24, Hazra Road Kolkala - 700 029
Tel: 033 2476-7350/51/52/53/54 Fax 033 2454-1961, 2474-7674
N. Copy of the Auditor's Certificate of Compliance with the corporate Governance as required under clause 49 of listing Agreements is an nexed hereunder.
For S on behalf of the Board
Sd/-S. K. Modi
Dated : the 26 th day of November, 2012