REPORT ON CORPORATE GOVERNANCE
Corporate Governance is important to build confidence and trust which leads to strong and stable partnership with the Investors and all other Stakeholders The detailed Report on implementation of Corporate Governance Code as incorporated in Clause 49 of the Listing Agreement with the Stock Exchange/s is set out below:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company's philosophy on Corporate Governance lays strong emphasis on transparency, accountability and ability The Company has implemented the mandatory requirements of the Code of Governance' as mentioned in Clause 49 of the Listing Agreement. The Compliance Report of the Company vis-a-vis the Stock Exchange Listing Agreement is presented below.
2. BOARD OF DIRECTORS:
4. NOMINATION & REMUNERATION COMMITTEE:
The Committee identifies 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.
The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position The Committee fixes remuneration of the Directors on the basis of their performance and also practice in the industry. The terms of reference of the Nomination & Remuneration Committee include review and recommendation to the Board of Directors of the remuneration paid to the Directors The Committee meets as and when required to consider remuneration of Directors
5. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board has constitutes a Stakeholders' Relationship Committee for the purpose of effective Redressal of the complaints and concerns of the shareholders and other stakeholders of the Company.
The Committee comprises the following Directors as members a»-on the date of the Report:
1 Mrs Shiwani Singh Chairman & Non- Executive director
2. Mr Mukesh Aggarwal Independent Director
3. Ms Divya Choudhary Company Secretary / Grievance Officer
The Company has not received ^any complaints during the year. There was no valid request for transfer of shares pending as on 31 March, 2015.
6. INDEPENDENT DIRECTORS'MEETING:
A meeting of the Independent Directors of the Company was held on 23td March, 2015, in conformity with the provisions of the Schedule IV of the Companies Act, 2013 & the Listing Agreement.
a) The Company has entered into related party transaction of material nature with approval of shareholders of the company in extra ordinary meeting held on 31st March. 2015
b) The Company has established the Vigil Mechanism, by formulating Whistle Blower Policy (WBP), for Directors and Employees of the Company to report their genuine concerns or grievances to the Company. All the Board Members and Senior Management personnel have affirmed compliance with the policy of Vigil Mechanism
c) Code of Conduct:
The Board of Directors has adopted the Code of Conduct for Directors and Senior Management and the same has been placed on the Company's website All Board Members and the Senior Management Personnel have affirmed compliance with the Code of Conduct for the year under review.
d) Prohibition of Insider Trading:
In Compliance with the SEBI Regulations on Prevention of Insider Trading, the Company has framed a Code of Conduct to avoid any insider trading and it is applicable to all the Directors, Officers and such employees of the Company who are expected to have access to the unpublished price sensitive information relating to the Company. The Code lays down guidelines, which advises them on procedure to be followed and disclosures to be made, while dealing with the shares of the Company.
e) The Company has complied with all mandatory requirements of Glause 49 of the Listing Agreement.
8. MANAGEMENT DISCUSSION AND ANALYSIS:
a Industry Structure and Developments:
During the period Company incurred Loss of Rs. 13,62,342 primarilybecause of no operations. Efforts are being made to initiate business activity during the current year.
b. Opportunities and Threats:
The growth of the Company is subject to opportunities and threats as are applicable to the industry from time to time • v
c. Segment wise Performance
The Company is operating in single segment Hence, there is no need of reporting segment wise performance.
d Recent Trend and Future Outlook:
Efforts are being made to initiate business activity during the current year, e. Internal Control Systems and their Adequacy:
The Company has adequate systems of Internal Controls These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information.
f Financial Performance with respect to Operational Performance
The financial performance of the Company for the year 2014-15 is described in the
g Matenal Developments in Human Resources and Industrial Relations Front
The Company has continued to give special attention to Human Resources/Industrial
Relations development. Industrial relations remained cordial throughout the year.
9. CEO/CFO Certification:
The requisite certification from the Managing Director and Chief Financial Officer required to be given under clause 49 (IX) was placed before the Board of Directors of the Company
All the Board Members and Senior Management Personnel of the Company have affirmed the compliance with the provisions of the code of conduct for the year ended on 31 March, 2015
By Order of the Board
For Multipurpose Trading and Agencies Ltd.
Din: 05523911 r/o B-1, Kalindi Colony New Delhi-110065
Place New Delhi