25 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 29, 03:41 PM
Munoth Communication Ltd.

BSE

  • 1.75 0.00 (0%)
  • Vol: 123
  • BSE Code: 511401
  • PREV. CLOSE
    1.75
  • OPEN PRICE
    1.75
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    1.75(57)

NSE

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

Munoth Communication Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE 2014-2015 A MANDATORY REQUIREMENTS:

1. Company's Philosophy on code of corporate Governance

Munoth Communication Limited's commitment to good corporate governance practices is to ensure transperancy in all dealings and in the functioning of the management and the Board. These policies seek to focus on enhancement of long term shareholder value without compromising on integrity, social obligations and regulatory compliances.

2. Board of Directors

2.1 Composition

The Board consisted of 8 members; of whom 4 are Executive and 4 are Independent Directors.

2.2 Board Procedures

Dates for the board meetings were decided well in advance. The board meetings are held at the registered office of the Company. During the year 2014-15, the board of directors met five times on the following dates May 20, 2014, July 30, 2014, October 30, 2014 January 19, 2015 and March 31, 2015 and the dates of the meetings were decided well in advance.

2.3 Availability of Information to the Board Members

The information regularly supplied to the Board includes:

• Quarterly results of the company

• Operations of the Company and its financial performance

• Minutes of meetings of audit committee and other committees of the board.

• The information on recruitment and remuneration of senior officers just below the board level, including appointment of financial head and the Company Secretary.

• Show cause, demand, prosecution notices and penalty notices, which are materially important by or against the Company

• All Compliance reports and Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as delay in share transfer etc.

• Any material default in financial obligations to and by the company, or substantial nonpayment of dues to 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 can have negative implications on the company.

• Details of any joint venture or collaboration agreement.

• Donations and other significant matters.

• Significant labour matters and human resource issue.

• Sale of material nature, of investments, assets, which is not in normal course of business.

Notes: Explanation:

a. For the purpose of considering the limit of the committees on which a director can serve, all public limited companies, are included and all other companies including private limited companies, foreign companies and companies under Section 8 of the Companies Act are excluded.

b. For the purpose of reckoning the limit under this sub-clause, Chairmanship/ membership of theAudit Committee, remuneration committee and the Shareholders' Grievance Committee alone are considered.

2. 5 Non executive directors' compensation and disclosures

Remuneration of Rs. 3.5 Lakhs was paid to Mr. C R Sasi for providing consulting and advice for mobile accessories project. Other than this the Company does not have any pecuniary relationship/transactions with the Non-Executive Directors.

.2. 6 Code of Conduct :

The Board has laid down a code of conduct for all Board members and senior management of the Company and the Annual Report of the Company contains a declaration to this effect signed by CEO and CFO.

2. 7 Legal Compliance reporting :

As required under clause 49 of the Listing Agreement, the Board periodically reviews compliance of various laws applicable to the Company.

2.8 The brief background, functional experience of the Director's seeking reappointment is given below.

Re appointment of Directors retiring by rotation Pursuant to Section 152 of the Companies Act, 2013, Mr. Bharat Munoth and Mr. Vikas Munoth retire by rotation and being eligble offers themselves for reappointment

1. Brief resume of Mr. Bharat Munoth and nature of his expertise in specific areas.

Mr. Bharat Munoth is retiring by rotation at this Annual General Meeting and being eligible offers himself of reappointment. Mr. Bharat Munoth, aged 44 years (DOB:02/03/1970) is a commerce graduate and he has extensive knowledge and experience in the field of finance and investments. He is the director of the company since 1992. . He is also the director of Munoth Financial Limited, Munoth Industries Limited, Munoth Bioscience Limted, South India chemicals and Leasing Private Limited, Maharana Finance and Investments Private Limited and Shankeswar Finance and Investments Private Limited.

As on March 31, 2015, his shareholding in the Company is 90950 shares and has no shares held by/for other persons on a beneficial basis.

Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is the father of Mr.Bharat Munoth and Mr. Jaswant Munoth & Mr. Vikas Munoth are brothers of Mr. Bharat Munoth.

2 . Brief resume of Mr. Vikas Munoth and nature of his expertise in specific areas.

Mr. Vikas Munoth is retiring by rotation at this Annual General Meeting and being eligible offers himself of reappointment. Mr. Vikas Munoth aged 38 years (DOB26/03/1977) is a graduate in Commerce and has Masters Degree in Business Administration. He is CFA with specialization in Finance and Marketing and has a extensive knowledge in the field of mobile phones and accessories for the last 15 years. He is also director of Munoth Financial Services Limited and Munoth Industries Limited.

As on March 31, 2015, his shareholding in the Company is 58173 shares and has no shares held by/for other persons on a beneficial basis.

Disclosure of relationships between directors inter-se: Mr. Lalchand Munoth is the father of Mr.Vikas Munoth and Mr. Jaswant Munoth & Mr. Bharat Munoth are brothers of Mr. Vikas Munoth

3. Brief resume of Ms. Lakshika Mehta and nature of her expertise in specific areas.

The board of Directors on their meeting held on May 22, 2015 has appointed Ms. Lakshika Mehta as additional Director in terms of Section 161 of the Companies act, 2013 in the category of Independent Director. She is proposed to be appointed as independent director for the period of 5 years with effect from 23/09/2015 to 22/09/2020 subject to the approval of shareholders.

Ms. Lakshika Mehta DIN NO:07183815, aged 26 years is a commerce graduate and a member of Institute of Chartered Accountants of India. She has worked as a part articleship with Ernst & Young She has also worked under Deloitte Haskins & Sons and has handled various assignments including Risk Advisory & Consulting Servicesas a field senior. She is working as Specialist - Local Statutory Reporting at Shell India Market Pvt Limited. She is also Director of Munoth Financial Services Limited.

She does not hold any shares in the company and there is no relationship between directors inter-se.

3. Audit committee

3.1. Composition

Our Audit committee comprises of the following Independent Directors:

1. Mr. Manish Mardia, Chairman

2. Mr. M Jayantilal Jain

3. Mrs. Ranjani Padmanabhan

3.2 Audit Committee attendance during the financial year

Five Audit Committee meetings were held on the following dates: May 20, 2014, July 30, 2014, October 30, 2014 and January 19, 2015 and March 31, 2015

3.3 Brief Term of reference :

The terms of reference of the Audit Committee are extensive and include all that is mandated in Clause 49 of the Listing Agreement and Companies Act, 2013. Apart from overseeing and monitoring the financial reporting system within the company and considering the un-audited and audited results for the relevant quarter and the year as the case may be, before being adopted by the Board, the audit committee focused its attention on topics such as:.

• Review of annual revenue and capital budgets

• Annual internal audit plan

• Legal compliance reporting system

• Disclosure of Related party transactions of a material nature and subsequent modifications, if any

• Presentation of consolidated financial statement if applicable

• Review of internal control and risk management with emphasis in reviewing

• internal audit function, analysis and discussion on internal audit reports

• Vigil mechanism and adequacy of internal control systems

• Risk management policies especially enterprise level risk management

• Review of Audit methodology and process, recommendation of appointment, remuneration and terms of appointment of statutory auditors, other services rendered by the statutory auditors

• Scrutiny of inter-corporate loans and advances

• Major accounting policies and practices

• Compliance with accounting standards.

• Review of management discussion and analysis of the financial conditions and results of operations, significant related party transactions, management letters issued by statutory auditors, internal audit reports.

All members of the audit committee are independent, non-executive directors. Mr. Manish Mardia, the Chairman of the Audit Committee attended the last Annual General Meeting of the Company

4. Remuneration Committee:

4.1 Composition

The Committee consists of the following Non-Executive Independent Directors:

1. Mr. Manish Mardia, Chairman

2. Mr. M Jayantilal Jain

3. Mrs. Ranjani Padmanabhan

4.2 Remuneration Policy:

Non-Executive Independent Directors

Remuneration of Rs. 3.5 Lakhs was paid to Mr. C R Sasi for providing consulting and advice for mobile accessories project. Other than this the Company does not have any pecuniary relationship/transactions with the Non-Executive Directors.

Executive Directors

The remuneration policy is directed towards rewarding performance. It is aimed at attracting and retaining high caliber management talent by valuing their performance on the basis of their contribution during the year, considering the prevailing internal & external business environment at the same time giving weightage to the prevailing competitive market practices.

No remuneration is paid to the Executive Directors during this financial year.

5. Shareholders' relationship committee

Pursuant to Companies Act 2013, the Board of Directors had reconstituted Shareholders'/ Investor Grievance Committee with the new name Shareholders relationship committee . The committee specifically looks into the shareholders' and investors' complaints on matters relating to transfer of shares, non-receipt of annual report etc. In addition, the committee also oversees the share transfers and transmission.

5.1 Constitution and Composition:

The Board of Directors has constituted the Shareholders' and Investors' Grievance Committee in 2000. This Committee specifically looks into the Shareholders' and investors' complaints on matters relating to transfer of shares, non-receipt of annual report etc., In addition, the Committee also looks into matters that can facilitate better investor services and relations.

The committee consists of the following Directors:

1. Mr. M Jayantilal Jain, Chairman

2. Mr. Lalchand Munoth

3. Mr. Jaswant Munoth

6. Risk Management Committee:

Pursuant to Section 134 (3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Company has constituted Risk Management Committee:

The risk Management Committee comprises of Mr. Jaswant Munoth - Managing Director, Mr. Vikas Munoth - Director, Mr. Bharat Munoth - Director and Mr. C R Sasi - Independent Director.

The Management identifies and monitors the risk and takes proper action to minimize the risk. The Committee will meet as and when situation arises and it is an ongoing process within the Company.

The Risk Management Committee will go into various matters involving transactions of the Company in assessing various issues and recommend procedure and framework in terms of the Clause 49 of the Listing Agreement in relation to

'position of collection of outstanding from vendors ,

'borrowings from bankers by analyzing need and interest charged,

'capital outlay/ expansion of the company's activities,

* statutory obligations, compliance and legal issues, if any,

* review of internal control etc.

The company has not identified any element of risk which may threaten the existence of the company.

8. Disclosures:

a. Disclosures on materially significant related party transactions 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 interests of the Company at large. NIL

Related party transactions during the year have been disclosed as required under Accounting standard 18 issued by the Institute of Chartered Accountants of India. All related party transactions are negotiated on arm's length basis and are in the ordinary course of business which are intended to further the company's interest.

b. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI, or any statutory authority, on any matter related to Capital Markets, during the last three years. NIL

c. Vigil Mechanism /Whistle Blower Policy has been adopted by the Company and employees are free to raise issues, if any pertaining to Company's operations and report them to Audit Committee. The Company hereby affirms that no Director/ employee has been denied access to the chairman of the Audit Committee and that no complaints were received during the year. The Vigil Mechanism/ Whistle Blower policy has been disclosed on the Company's website www.munothcommunication.com and circulated to all the Directors/ employees.

d. In the preparation of the financial statements, the company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India. The significant accounting policies which are consistently applied have been set out in the Notes of the Accounts..

e. Business risk evaluation and managing such risks is an ongoing process within the organisation. The Board is regularly briefed of risk assessed and the measures adopted by the Company to mitigate the risks.

f. The Company has complied with the mandatory requirements of revised Clause 49 of the Listing Agreement

10. General Shareholder information:

1 Annual General Meeting

Monday September 21, 2015 at 10.25 AM at Nahar Hall Desabandhu Plaza, I Floor47, Whites Road,Royapettah, Chennai - 600 014

b) Financial Calendar:

First Quarter Results: July

Second Quarter Results: October

Third Quarter Results: January

Last Quarter Results and within 60 days of the end ofAnnual Results financial year

c) Dates of Book Closure : Sep 15, 2015 to Sep 21, 2015 (Both days inclusive)

d) Dividend Payment Date Not applicable

Listing on Stock Exchanges and Stock Code

Name Address code

The Stock Exchange, Phiroze Jeejeebhoy Towers 511401 Mumbai Dalal Street, Mumbai - 400 023

f) International Securities Identifiation Number (ISIN)

Listing fees to BSE for the financial year 2015- 2016 has been paid. INE410E01015 (CDSL & NSDL)

h) Registrar and Share Transfer Agents Cameo Corporate Services Limited ”Subramanian Building”1, Club House Road, Chennai – 600 002.

i) Share Transfer System: Trading in equity shares of the Company is permitted only in dematerialized form Share Transfers in physical form are registered and returned between 15 days form the date of receipt, if documents are in order in all respects by the Share Transfer Agents of the Company and the power to approve the transfer and transmission has been delegated by the board to the Share Transfer/ Investor Grievance Committee.

j) Dematerialisation of shares: As on 31st March 2015 86.43 % of the total shares of the Company have been dematerialized

Outstanding GDR/Warrants and Convertible bonds, conversion date and likely impact on the equity.

There are no outstanding/warrants and convertible bonds as on March 31, 2015 and therefore there will be no consequential impact on equity

l) Plant Locations: There is no plant set up for this Company

m) Address for Correspondence: The Company Secretary, Munoth Communication Limited, Suite No. 48, Munoth Centre,343, Triplicane High Road,Chennai – 600 005.

n) Details of use of public funds obtained in the last three years:

No funds have been raised from the public in the last three years