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MTZ Polyfilms Ltd.

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MTZ Polyfilms Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

(A) Company's Philosophy on Corporate Governance

The Company's philosophy on Corporate Governance envisages the attainment of a high level of transparency and accountability in all aspects of its operations and in all interactions with its stakeholders including Shareholders, Lenders, Employees and Statutory Bodies.

The Company has been making the stipulated disclosures on its financial performance and management. The Company has also endeavored to comply with the requirements of Corporate Governance specified in Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

(B) Board of Directors

(i) Composition:

The Company has an Executive Chairman, Executive Vice Chairman and Managing Director on the Board.

As on the date of this Report, the Board of Directors of the Company consists of 6 Directors. None of the Directors is a Member of more than 10 Committees and Chairman of more than 5 Committees across all companies where they are Directors. The names and categories of the Directors on the Board as well as the number of Directorships and Committee memberships held by them in the Company and other companies are given below:

(ii) Board Meetings held during Financial Year 2009-10 and Attendance of Directors

The Board considers amongst other business, the quarterly performance of the Company and financial results. During the year under review, two Meetings were held on 3rd July, 2009 and 7th August, 2009.

(C) Committees of Directors

(i) Audit Committee

As on the date of this Report, the Audit Committee consists of four Directors, of whom two are Non-Executive Independent Directors. Mr. Arvind Oberoi is the Chairman of the Audit Committee.

Two Audit Committee Meetings were held during Financial Year 2009-10, on 3rd July, 2009 and 7th August. 2009.

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

i. to review with the Statutory Auditors and Internal Auditors of the Company, the annual accounts and the quarterly financial reporting by the Company.

ii. to review changes in the statutory accounting policies of the Company.

iii. to review the adequacy and effectiveness of accounting and financial controls of the Company and compliance with Company policies and applicable laws and regulations.

iv. to make recommendations to the Board on any matter relating to the financial management of the Company, including the Audit Report.

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

ii) Remuneration Committee

i. to review the performance of the working Directors.

ii. to apprise the Board about the managerial talent of individual managers and industry remuneration package pattern.

iii. to recommend to the Board retirement benefits to be paid to the working Directors, if considered appropriate by the Committee.

The Company has not introduced any Employees' Stock Option Scheme.

No Meetings of the Remuneration Committee were held during Financial Year 2009-2010.

(iii) Remuneration paid to Directors for Financial Year 2009-10

Details of remuneration paid to the Directors for the Financial Year ended 31st March, 2010 are as under:

(Iv) Shareholders' Grievance Committee

The Shareholders' Grievance Committee looks into the redressal of investor complaints such as transfer of Shares, non-receipt of Balance Sheet, etc. The Committee also recommends measures to improve the quality of services to investors.

Mr. Arvind Oberoi, Managing Director, is the Compliance Officer who also acts as Secretary to the Shareholders' Grievance Committee. The contact details of the Compliance Officer are as follows:

Address : New India Centre, 4th Floor 17, Cooperage Road Mumbai 400 001.

Phone : 91 -22-2204-9090 Fax : 91-22-2283-0102 E-mail : mtzplm@vsnl.com

(v) Share Transfers (Physical Form)

•. All Shares have been transferred and returned within 21 days from the date of receipt, so long as the documents have been complete in all respects.

*. The Share Transfer Committee meets approximately once a fortnight.

The Company's Registrar & Share Transfer Agent, M/s. Universal Capital Securities Private Limited, is fully equipped to carry out the transfer of Shares and redress investor complaints. The Share Transfer Committee has been authorised to approve the transfer of Shares. In order to expedite the process, certain Directors are also empowered to approve Share transfers. Accordingly, the transfer of Shares is effected at a frequency of twice a month.

• Total number of Shares transferred during the year ended 31st March, 2010 were 1.800 compared to 6,000 during 2008-09.

• As on 31st March 2010, there were no Shares pending for transfer.

(vi) Investor Relations/Complaints

The Shareholder's Grievance Committee holds meetings at regular intervals and the Company is continuously in touch with M/s. Universal Capital Securities Private Limited, its Registrar & Share Transfer Agent, to review periodically the outstanding Shareholders' complaints.

 (E) Disclosure

No transaction of material nature has been entered into by the Company with the Promoters, Directors or Management and their relatives, etc., that may have potential conflicts with the interest of the Company at large.

No strictures have been imposed on the Company by any regulatory authority for non-compliance with any laws.

(F) Means of Communication

Financial Results

The Annual. Half Yearly and Quarterly Financial Results were published in the Free Press Journal (Mumbai) and Navshakti (Mumbai). The results were also submitted to the Bombay Stock Exchange Limited (BSE) in accordance with the Listing Agreement.

(G) Management Discussion and Analysis

Management Discussion and Analysis Report forms part of the appended Directors' Report.

(H) General Shareholder Information

(i) Annual General Meeting

Day, date and time

Saturday, 30th April, 2011 at 4.00 p.m.

Venue

Smt. Revaben Ghadiyali Sabhagraha. 139, Kailash Puri, Upper Govind Nagar, Malad (East), Mumbai 400 097.

Book Closure Dates

23rd April, 2011 to 30th April, 2011

(ii) Financial Calendar (tentative and subject to change)

Financial Results:

1st quarter ending 30th June, 2010: 12th October, 2010  

2nd quarter ending 30th September, 2010 : March 2011

3rd quarter ending 31st December, 2010 : March 2011

4th quarter ending 31st March, 2011 :End May, 2011

Annual General Meeting for the year ended 31st March, 2011 :End of September, 2011

(Hi) Dividend

No Dividend has been declared by the Company.

(iv) Listing on Stock Exchange & ISIN Number

Name & Address

Bombay Stock Exchange Ltd. (BSE)

Phiroze Jeejeebhoy Towers Dalai Street Mumbai 400 001.

Telephone / Fax / Website :Tel : 022-2272-1233/34 Fax : 022-2272-2082

022-2272-2037/39 Website : www.bseindia.com

Scrip Code :512424

ISIN NO. FOR SHARES IN DEMAT MODE: INE864A01011

i. The Company has not paid Annual Listing Fees for the year 2010-11 and paid partial amount for the year 2009-2010 to the Bombay Stock Exchange Limited. Outstanding payments are in the process of being made.

ii. Depository Connectivity: The Company's Shares are available for trading in Dematerialised Form on both the Depositories in India i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL).

(viii)Registrar and Share Transfer Agent

M/s. Universal Capital Securities Private Limited

21, Shakil Niwas Mahakali Caves Road Andheri (East)

Mumbai 400 093. Tel No 91-22-2826-2920 Fax No. : 91-22-2820-7207

ix) Registered Office:

Sarnath Centre. Ground Floor Upvan Area. Upper Govind Nagar Malad (East) Mumbai 400 097.

Tel. No. : 91-22-2877-2814

(x) Administrative Office

New India Centre, 4th Floor 17, Cooperage Road Mumbai 400 001.

Tel No. : 91-22-2204-9090 Fax No. : 91-22-2283-0102

E-mail : mtzplm@vsnl.com  

(xi) Plant Location

Plot No. 757 GIDC Jhagadia Industrial Estate Near Talodra Village Jhagadia Walia Road Dist. Bharuch 393 110 Gujarat.

Tel. No.:02645-226-071/72

Fax No 02645-226-073

E-mail mtzplw@sify.com

(I) CEO/CFO CERTIFICATION

In terms of revised Clause 49 of the Listing Agreement, the certification by the CEO and CFO on the financial statements and internal controls relating to financial reporting has been obtained.

(J) CODE OF CONDUCT

The Company has framed and adopted a Code of Conduct which is approved by the Board of Directors. The code is applicable to all Directors and Senior Management of the Company. For the year under review, all Directors and Senior Management have confirmed adherence to the provisions of the said Code.

For MTZ POLYFILMS LIMITED

ARVIND OBEROI

Managing Director

Place: Mumbai

Date : 22nd January, 2011.