Mangalam Industrial Finance Ltd.
|BSE: 537800||Sector: Financials|
|NSE: N.A.||ISIN Code: INE717C01025|
|BSE 00:00 | 14 Aug||0.75||
|NSE 05:30 | 01 Jan||Mangalam Industrial Finance Ltd|
Mangalam Industrial Finance Ltd. (MANGALAMINDUSTR) - Director Report
Company director report
Your Directors have pleasure in presenting the Annual Report of the Company togetherwith Audited Accounts for the year ended on 31st March 2016.
1. FINANCIAL RESULTS :
(Rs. in Lakh)
2. REVIEW OF OPERATIONS & PERFORMANCE & FUTURE OUTLOOK:
In the year under review the revenue from operations has been increased by 921.64% inaccordance with the previous year. However during the year the operating profit of theCompany stands at Rs. 34.18 Lakh as against operating profit of Rs. 6.02 Lakh for theprevious year and the total profit of Rs. 23.55 Lakh as against profit of Rs. 5.87 Lakh inthe previous year. Further Your Directors are identifying prospective investments mixstrategies that will maximize the revenue of the company during the current FinancialYear.
3. DIVIDEND :
Your Directors regrets its inability to recommend any dividend to the equityshareholders for the year in the current financial year.
4. AUDITORS :
Statutory A udit:-
At the Annual General Meeting Members will be required to appoint Auditors for thecurrent financial year 2016-17. M/s. Maroti & Associates Chartered Accountants (FinnRegistration Number 322770E) the existing Statutory Auditors have furnished a certificatecoofirming that if re-appointed for the financial year 2016-17 their re-appointment willbe in accordance with Section 139 read with Section 141 of the Companies Act 2013. TheMembers are requested to consider their re-appointment as Auditors of the Company for thecurrent year and authorize the Board of Directors to fix their remuneration.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report.
Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. P. Doleswar Rao of company Secretaries in practice (C.P. No. 14385) toundertake the Secretarial Audit of the Company. The Secretarial Audit report for thefinancial year ended 31st March 2016 is annexed herewith as "Annexure A" tothis report. The Secretarial Audit Report does not contain any qualification reservationand adverse remark.
5. EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Anncxurc-B"
6. DIRECTORS :
Your Director wish to place on record their kind appreciation of valuable guidancesupport and advice rendered by Mr. Tapas Mondal (DIN 00087387) whose terms of appointmentas Chief Financial Officer and Whole Time Director completes on 30.09.2017 resign fromthe directorship before the expiry of the term due to unavoidable personal reasons. Hisresignation shall be effective from 8th day of July 2015. Further keeping in view thelegal requirements as per the provisions and all other applicable provisions of theCompanies Act 2013 and in the interest of stakeholder Mr. Anand Kumar Jain (DIN 06867391)be & is hereby appointed as Chief Financial Officer of the Company with effect from17th August 2015 and Ms. Kirti Sharma (DIN 07434779) be and is hereby appointed as WholeTime Director of the company with effect from 16.02.2016.
Mrs. Vinita Daga had submitted her resignation to the Board and the same was acceptedby the Board at its meeting held on 06th February 2016. The Board hereby places on recordits sincerest thanks and gratitude for the invaluable contribution made by Mrs. VinitaDaga towards the growth and development of the company during her tenure as a Director.The Board also on behalf of the members wishes to Mrs. Vinita Daga a long and healthylife.
Mr. Pradccp Kumar Daga (DIN 00080515) is doyen in security market with more than 25years experience in the Capital & Financial Market and one of themost respected business personalities in India. He possesses vast expertise and knowledgein Accounts Finance and Corporate Restructuring. He is a leader to care to adoptstrategic decision and to build a team for (he interest of its stakeholder. In the opinionof the Board it will be in the interest of the Company that Mr. Pradeep Kumar Daga (DIN00080515) plays the role of Managing Director.
Your Director wishes to place on record their kind appreciation to Mr. Utpal Dey (DIN:06931935) who retires by rotation and being eligible offers himself for rc-appointmcnt.
An Independent director shall be appointed as per the provisions of Section 149 of theAct and is not liable to retire by rotation. In compliance with the provisions of Section149 read with Schedule IV of the Act The company may propose name of requisite numbers ofIndependent Directors in compliance with the provision of section 149 of The CompaniesAct 2013 (The Act) . Who in the opinion of the Board if fulfill the conditions specifiedin The Act and the Rules made there under for appointment of Independent Directors and areindependent of the management.
7. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section134 of the Companies Act 2013 (the Act) and based on the representationsreceived from the operating management the Directors hereby coofirm that:
i. In preparation of the annual accounts the applicable Accounting Standards have beenfollowed.
ii. The Directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of theFinancial Year and Profit & Loss of the company for that period.
iii. The Directors have taken proper and sofficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. The Directors have prepared the annual accounts on going concern basis.
8. PERSONNEL :
Human Capital is an important asset for the Company and the Company has taken and shallcontinue to take adequate steps towards education and enrichment of the human capital.Your Directors place on record the sense of appreciation for the valuable contributionmade by the staff members of the company and hope that their continued support will helpin achieving the goals of the Company. None of the employees of the company are in receiptof remuneration in excess of the limit prescribed under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (appointment and Remuneration ofManagerial Personnel) Rules 2014.
9. STATUTORY IOFORMATION :
Particulars required to be furnished by the companies (Accounts) Rules 2014:
10. CORPORATE GOVERNANCE :
As required under clause 49 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 of the listing agreement with the Stock Exchange the Report onCorporate Governance together with Auditors view regarding compliance of the SEBI code ofCorporate Governance is annexed herewith.
11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
All new Independent Directors inducted into the Board attend an orientation program.The details of training and familiarization program are provided in the CorporateGovernance and is also available on our website (http://wwwmiflindiacom/investorhtml).Further at the time of appointment of independent director the company issues a formalletter of appointment outlining his / her role functions duties and responsibilities.
12. LISTING AGREEMENT:
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capita] markets to ensure better eoforceability. The said regulation were effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited and The Calcutta Stock Exchange Limited during December 2015.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite(http:/Avwwminindia.com/investor.html). The policies are reviewed periodically bythe board and updated based on need and new compliance requirement.
14. RELATED PARTY TRANSACTION POLICY:
The policy regulates all transactions between the company and its related parties. Thepolicy is available on the website of the company (
15. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
16. POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES:
In terms of Regulation 30 (4) (ii) of the Listing Regulations the Board of Directorsof the Company is required to formulate and adopt a Policy for Determination ofMateriality of Events / Ioformation and upload the same on the website of the Company.Further SEBl had vide Circular No. C1R/CFD/CMD/4/2015 dated 9th September 2015prescribed the details that need to be provided by Listed
Companies while disclosing such material events/ ioformation.
This policy applies to disclosure of material events affecting the company. In terms ofRegulation 30 of the Listing Regulations listed entities are required to disclose detailsof events / ioformation which in the opinion of the Board are material.
17. REMUNERATION POLICY :
The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The remuneration Policy is stated in the Corporate Governance Report.
The Board wishes to place on record their gratitude for the co-operation and assistancereceived from all those who contributed by some means or other for the performance of thecompany and expect the same in the future.
Annexure - "A"
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
M/s. Mangalam Industrial Finance Ltd. Subol Dutt Building 13 Braboume Road MezzanineFloor Kolkata-700001.
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Mangahim IndustrialFinance Limited (CIN: L65993WB1983PLC035815) (hereinafter called "thecompany"). Secretarial Audit was conducted in a manner that provided me a reasonablebasis for evaluating the corporate conducts/slatutory compliances and expressing myopinion thereon.
Based on our verification of the M/s. Mangalam Industrial Finance Limited bookspapers minute books forms and returns filed and other records maintained by the companyand also the ioformation provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit we hereby report that in ouropinion the company has during the audit period covering the financial year ended on 31stMarch 2016 (Audit Period) complied with the statutory provisions listedhereunder and also that the Company lias proper Board-processes and compliance-mechanismin place to the extent in the manner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. Mangalam Industrial Finance Limited ("theCompany") for the financial year ended on 31st March 2016 according tothe provisions of:
1. The Companies Act 2013(the Act) and the rules made there under;
2. The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
3. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
4. Foreign Exchange Management Act 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
5. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a)Tbe Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 to the extent applicable to the Company during the period under review;
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 to the extent applicable to the Company during the period under review;
(d) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the Audit Period);
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines!999 and Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 notified on 28lh October 2014(Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period);
(g) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(h) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit Period);
(j) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 to the extent applicable to the Company during the periodunder review;
6. We further report that having regard to the compliance system prevailing in theCompany
and on examination of the relevant documents and records in pursuance thereof the
Company has complied with the following laws applicable specifically to the Company:
Reserve Bank of India Act 1934 to the extent of provisions applicable to NonDeposit
Taking NBFCs (NBFC-ND) and Directions Guidelines and Circulars made thereunder.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Stock Exchanges.
During the period under review the Company has complied with the provisions of the Act
Rules Regulations Guidelines Standards etc. mentioned above.
VVe further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further ioformation and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
All majority decisions at Board Meetings and Committee Meetings as represented by themanagement were carried out unanimously as recorded in the minutes of the meetings ofBoard of Directors or Committees of the Board as the case may be.
VVe further report that as represented by the Company and relied upon by us thereare adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
We further report that during the Audit Period the Company has not incurred anyspecific event/action that can have a major bearing on the Companys affairs inpursuance of the above referred laws rules regulations guidelines standards etc.
We further report that
The Company has applied to Uttar Pradesh Stock Exchange Ltd. (UPSE) fordelisting of equity shares as the exchange is non operative and derecognized by SEB1pursuant to its Exit Order No. WTM/RKA/MRD/49/2015 under review.
For P D Rao & Associates Practising Company Secretaries
Note: This report is to be read with our letter of even date which is annexed as Annexure'/ andform forms an integral part of this report.
M/s. Mangalam Industrial Finance Ltd. Subol Dutt Building 13 Braboumc Road MezzanineFloor. Kolkata - 700001.
1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on the random test basis to ensure that correct facts are reflectedin secretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc
5. The compliance of the provisions of Corporate and other applicable laws rulesstandards is the responsibility of management. Our examination was limited to theverification of procedures on the random test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
For P D Rao & Associates Practising Company Secretaries
CS P Dolcswar Rao
( Proprietor )
Mem No. : A38387
C. P. No. : 014385
Place : Kolkata
Date : 19.05.2016
Annexure - "B"
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March 2016
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the
Companies (Management and Administration) Rules 2014]
1. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES: No HoldingSubsidiary and Associate Companies.
IV. SHARE HOLDING PATTERN
(Equity Share Capital Breakup as percentage of Total Equity)
i) CATEGORY-WISE SHARE HOLDING
ii) SHAREHOLDING OF PROMOTERS
iri) CHANGE IN PROMOTERS SHAREHOLDING:
iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (Other Than Directors Promoters AndHolders Of GDRS And ADRS):
v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
V. INDEBTEDNESS (Rs. In Lakhs)
Indebtedness Of The Company Including Interest Outstanding / Accrued But Not Due ForPayment
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:
(Amount in Rs.)
B. REMUNERATION TO OTHER DIRECTORS;
* Appointed non-executive director i\\e.f. 08/h July 2015
* * Resigned w.e.f 06th February 2016
C. Remuneration To Key Managerial Personnel Other Than Md / Manager / WTD
(Amount in Rs.)
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES;
Against the Company Directors and other Officers in Default under the Companies Act2013 : None
ANNEXURE - TO THE DIRECTORS1 REPORT
This Report on Corporate Governance forms part of directors report and the details asset out below are as per the SEBI guideline and clause 49 of the Listing Agreement andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
A) MANDATORY REQUIREMENTS:
1) COMPANYS PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
At M1FL Corporate Governance has been an integral part of the way we have been doingour business since inception. We believe that good Corporate Governance emerges from theapplication of the best and sound management practices and compliance with the lawscoupled with adherence to the highest standards of transparency and business ethics. Thesemain drivers and initiative play a pivotal role in fulfilling our vision To become one ofthe most respected and preferred Financial Services Organization through innovativeproducts enabling wealth creation lor all our stakeholders and our mission to providepersonalized fast reliable quality-driven convenient and cost effective solutions toour clients through Innovative Product Structure Personalized Approach &Services Effective Cost Management Ethical and transparent Practices and delivering whatwe promise. The Companys philosophy on Corporate Governance lays strong emphasis ontransparency accountability and integrity. The Company has implemented mandatoryrequirements of the code of Governance as mentioned in clause 49 of the Listing Agreementand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
2) BOARD OF DIRECTORS
The Board of Directors of the Company comprises of Executive and Non-Executive; andIndependent Directors. The Managing Director is the Chairman of the Company. In all therewere 6 Directors including 3 Independent Directors as on 31st March 2016. The ManagingDirector is also chairmanship on Board of other public companies. As on 3lst March 2016the composition of the Board of Directors of the Company meets the stipulated requirementsof Clause 49 of the Listing Agreement and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 of the Stock Exchanges in following manner:
[ Mrs Vinila Daga tendered her resignation from the post of Non-Executive Directorw.e.f. 06022016.
2. Mr. Tapas Mondal resigned from the post of Chicfl-'inancial Officer andWhole Time Director w.e.f OR.07.20 IS.
3. Ms. Kirti Sharma appointed as Whole Time Director of the company w.e.f. 16.02.2016.
4. Kxccpt Pradcep Kumar Daga no other Director is related lo any other Director on theHoard in lerms of the provisions of the Companies Act 2013.
5. Memberships of the Directors in various Committees arc within the permissible limitsoft he Lisling Agreement.
6. Mr. Sanjaya Kumar Rout resigned as Company Secretary with effect from February 062016. The Board places on record its appreciation for the services rendered by his duringher tenure with the Company.
(b) Board Procedure:
There is a set of rules and regulations for governing the procedure to be followedwhile conducting the Board and Committee Meetings. The Company adheres to SecretarialStandard 1 as specified by The Institute of Company Secretaries of India for conductingthe Board Meetings. The Company Secretary of the Company circulates the agenda of themeeting along with all the supporting documents to all the directors entitled to receivethe same to facilitate meaningful and quality discussions at the time of the meeting.
The basic ioformation furnished to Board Members and the Procedure is set out ashereunder:
a) Minutes of the proceedings of each Board/ Committee/ General Body Meetings arcrecorded. Draft minutes arc circulated amongst all members for tlicir fecdback/comments.The minutes of all the meetings are entered in the minutes book.
b) The Board / Committee Members have unqualified access to all ioformation availablewith the Company. The ioformation generally provided to the Members inter-alia includes:
i. Annual operating plans budgets and any updates;
ii. Capital budgets and any updates;
iii. Quarter!y/Annual results of the Company;
iv. Minutes of the meetings of Audit Committee and other Committees of the Board;
v. Notice of Disclosure of Interest;
vi. Material important litigations show cause demand and penalty notices if any andstatus updates;
vii. Sale of material nature of investments subsidiaries and assets which are not inthe normal course of business;
viii. Establishment operations and Set up of Joint Venture Subsidiary orCollaboration etc.
ix. Investmenl/Divestment of Joint Ventures Subsidiaries;
x. Acquisitions/ Amalgamation/ Re-organization of business segments etc;
xi. Compliance Reports;
xii. Minutes of the Board Meetings Annual General Meetings of Subsidiary Companies andsignificant transactions if any;
xiii. Related Party Transactions;
xiv. Ioformation on recruitment of Senior Officers and Company Secretary; and any othermaterially relevant ioformation.
(c) Performance Evaluation;
The Board has carried out the annual evaluation of its own performance as well as theDirectors individually. The performance evaluation of the Independent Directors wascarried out by the entire Board as per the criteria laid down by the Nomination andRemuneration Committee. A structured questionnaire was prepared covering various aspectsof the Boards functioning such as the participation in the Board & and itsCommittee meetings strategic guidance risk mitigation internal controls and governance.
(d) Remuneration of Directors:
The company had not paid any sitting fees to Non-Executive directors for thefinancial year ended 31.03.2016 with their consent to the same for attending BoardMeetings and various Committee Meetings. None of the Directors has any material financialinterest in the company apart from the remuneration received by them during the year
(e) Board Meetings and attendance of Directors:
There were 14 (fourteen) Board Meetings were held during the year ended 31st March2016. These were held on 26.05.2015; 25.06.2015; 08.07.2015; 14.07.2015; 08.08.2015;17.08.2015; 26.09.2015; 07.10.2015; 15.10.2015; 05.11.2015; 05.01.2016; 06.02.2016;16.02.2016 and 17.03.2016.
(f) Code of Conduct:
The Board has laid down a Code of Conduct for all directors and senior management ofthe company. All directors and senior management personnel have affirmed compliance withthe code for the year 2015-16. The declaration by Mr. Pradeep Kumar Daga ManagingDirector of the Company regarding compliance by the Board members and Senior ManagementPersonnel with the said code of conduct is given in Anncxurc-1 to this report. Inaddition to this a separate code of conduct for dealing in equity shares and othersecurities cooferring voting rights in the Company is also in place and has been compliedwith.
III. AUDIT COMMITTEE
The Company has established an Audit Committee. The Committee comprises of oneExecutive and Two Non-Executive Independent Directors who are financially literate personshaving vast experience in the area of finance accounts and industry. The Compositionprocedure role / function of the Audit Committee comply with the requirements of theListing Agreement. During the year under review 4 (four) meetings of the Audit Committeewere held. The brief terms of reference of the Audit Committee includes the following:
1. Overseeing the Company's financial report process and disclosure of its financialioformation.
2. Disclosure with Statutory and Internal auditors about the nature and scope of auditand their observations.
3. Investigate any matter referred to by the Board.
4. Reviewing the Companys financial and risk management policies.
5. Reviewing Management Discussion and Analysis Report.
6. To hold periodic discussions with the statutory and internal auditors of the Companyconcerning the accounts of the Company internal control systems scope of audit andobservations of the auditors;
7. To review the quarterly half yearly and annual financial results of the companybefore submission to the board;
8. At Present to make recommendations to the board on any matter relating to thefinancial management of the company including the audit report of the statutory andinternal auditors.
During the year under review 4 (four) meetings of the Audit Committee were held on26.05.2015 08.08.2015 05.11.2015 and 06.02.2016. At the invitation of the Companyrepresentatives from CFO internal auditors Statutory auditors and company Secretary whois acting as Secretary to the Audit Committee also attended the Audit Committee meetingsto respond to queries raised at the Committee meetings. The attendance of each AuditCommittee member is as under:-
IV. NOMINATION AND REMUNERATION COMMITTEE
Remuneration to Non-Executive Directors is decided by the Board of Directors asauthorized by the Articles of Association of the Company and within the limits set out inSection 197 of the Companies Act 2013. None of the Non-Executive Directors has paidsitting fee during the financial year 2015-16 for attending meeting of the Board andmeeting of various Committees of the Board. The broad terms of reference are as follous;-
1. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal. The company shall disclose the remuneration policy and theevaluation criteria in its Annual Report.
The "Nomination and Remuneration Committee" consists of three Non ExecutiveIndependent Directors. The Nomination and Remuneration Committee meetings were held on25th June 2015; 8lh July 2015; 15th October 2015 and 30th January 2016. The attendanceof each Nomination and Remuneration Committee member is as under:
Details of remuneration and sitting fees paid to Directors:
Executive Director and KMP
The Company pays remuneration to its Managing Director Whole Time Director and otherManagerial Personals by way of salary (as fixed component) subjected to the overallceiling as stipulated in the Companies Act 2013. Given below are the details ofRemuneration paid to Executive Director & Key Managerial Personal (KMP) Viz. ManagingDirector Company Secretary & CFO :
Given below are the details of Sitting fees paid to Non-Executive Directors for theFin. Year ended 31.03.2016 for attending Board Meetings and various Committee Meetings.
None of the Independent Directors has any material financial interest in the Companyapart from the remuneration received by way of sitting fees received by them during theyear.
V. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company had already constituted a Shareholders / Investors Grievances Committee wascomprising of three directors including two Independent Directors and Managing Director asmember of the committee to consider and resolve the grievances of the share holders ofthe company including complaints related to transfer of shares non- receipt of balancesheet non-receipt of declared dividends. The "Stakeholders RelationshipCommittee" meetings were held on 08.07.2015 15.10.2015 and 06.022016. Theattendance of each "Stakeholders Relationship Committee" member is asunder;
The Company Secretary has been designated as the Compliance Officer. There were noinvestor complaints/queries were received during the year ended 31st March 2016. Therewere no share transfers pending for registration for more than 15 days as on the saiddate.
VI. RISK MANAGEMENT;
The Companys Risk Management Processes ensure that the management controls risksthrough means of a properly defined framework. The risk is reviewed periodically by the MDand the CFO through an established Risk Assessment framework and also annually by theBoard of Directors.
VII. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The provision relation to CSR is not applicable to the company and hence no suchcommittee had been formed.
VIII. SUBSIDIARY COMPANIES
At present the Company does not have any subsidiary company.
(i) Transactions with related parlies as per requirements of Accounting Standard (AS)18- Related Party Ioformation are disclosed in Note 21 (iv) to the FinancialStatements.
(ii) All Accounting Standards mandatorily required have been followed without exceptionin preparation of the financial Statements.
(iii) Procedures for assessment of risk and its minimization have been laid down by theCompany and reviewed by the Board. These procedures are periodically reassessed to ensurethat executive management controls risks through means ofa properly defined framework.
(iv) No money was raised by the Company through public issue preferential issuerights issue etc. in the last financial year ended 31.03.2016.
(v) (a) All pecuniary relationships or transactions of the Non-Executive Directorsvis-a-vis the
Company have been disclosed in item IV of this report.
(b) The Company has one Whole-lime Managing Director on the Board whose appointment andremuneration has been fixed by the Board in tenns of a resolution passed by the membersand has been further review- ed/approved by the Nomination and Remuneration Committee ofthe Board. The remuneration paid is mentioned in item IV of this report.
(c) The number of shares held by each director is mentioned in item 11(a) of thisreport.
(vi) (a) Management Discussion and Analysis forms part of the Annual Report to theshareholders
and it includes discussion on matters as required under the provisions of clause 49 ofthe Listing Agreement with Slock Exchanges and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
(b) There were no material financial & commercial transactions by Senior Managementas defined in Clause 49 of the Listing Agreement and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 where they have any personal interest that mayhave a potential cooflict with the interests of the Company at large requiring disclosureby them to the Board of Directors of the Company.
(vii) No penalties or strictures have been imposed on the Company by Stock Exchanges orSEBI or any statutory authority on any matter related to capital markets during the lastthree years.
(viii) The Company has established a vigil medianismAvhislIe blower policy fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud etc. and the same has been disclosed on the website of the Company.
X. COMPLIANCE CERTIFICATE
Compliance Certificate for Corporate Governance from Auditors of the Company is givenas Annexure - '111' to this report.
XL INDEPENDENT DIRECTORS MEETING
Schedule IV of the Companies Act 2013 and the Rules under it mandate that theindependent directors of the company hold at least one meeting in a year without theattendance of non- indeoendenl directors and members of the Management. It is recommendedthat all the indenendenl
directors of the company be present at such meetings. These meetings are expected toreview the performance of the non-independent directors and the board as a whole as wellas the performance of the chairman of the Board taking into account the views of theexecutive directors and non executive directors assess the quality quantity andtimeliness of the flow of ioformation between the Management and the Board that isnecessary for it to effectively and reasonably perform its duties.
Even before the Companies Act 2013 came into effect our Board's policy required ourindependent directors to hold quarterly meetings attended exclusively by the independentdirectors. At such meetings the independent directors discuss among other matters theperformance of the company and risks faced by it the flow of ioformation to the Boardcompetition strategy leadership strengths and weaknesses governance compliance Boardmovements human resource matters and performance of the executive members of the boardincluding the chairman.
XII. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent direetor undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and Regulation 25 of SEB1 (ListingObligations and Disclosure Requirements) Regulations 2015.
XIII. GENERAL BODY MEETINGS
(a) (i) The details of Annual General Meetings held in the last three years are asunder;-
(ii) There were no Extra-Ordinary General Meeting held in the last three years:
(b) Whether any special resolutions passed in the previous 3 AGMs/EGMs : Yes detailsof which are given hereunder
(c) Whether any special resolution passed last year through postal ballot and detailsof voting pattern?
During the Financial Year 2015-16 Special Resolution were not passed through PostalBallot and the special Resolution passed at the last Annual General Meeting of the companywere not put through Postal Ballot.
(d) Person who conducted the postal ballot exercise? - Not Applicable.
XIV. RIGHTS OF SHAREHOLDERS:
The Company is committed to facilitate the exercise of shareholders rights for votingon all crucial decisions by making available voting through electronic means. Theshareholders are given an opportunity at the general meetings to ask questions to theBoard and the same are replied to by the Managing Director.
Ioformation regarding the general meeting is given to the shareholders in advance andno shareholder has any control disproportionate to their holdings.
The Company has only one class of equity shares. The shareholders have the right toappoint/re-appoint [he Directors on the Board. The Company has a framework to avoidInsider trading and abusive self dealing. The Company has adopted the Code of FairDisclosure Practices for Prevention of Insider Trading and the same has been put up on itswebsite.
The Company respects the rights of its shareholders and provides effective redressedmechanism for violation of their rights if any. All ioformation is provided on thewebsite of the Company on a timely and regular basis to enable the shareholders toparticipate in Corporate Governance process. The Company also encourages employeeparticipation in the Corporate Governance process through a strong whistle blowermechanism and conducts regular trainings to ensure employees are aware of the optionsavailable to them.
The Company follows all disclosure requirements on all material matters and has astrong Board fully conversant with the requirements of law. The Board fulfils all the keyfunctions as required by it and also does the needful to carry out its otherresponsibilities.
Company believes that Corporate Governance is a tool to generate long term wealth andcreate value for all its stakeholders be it shareholders customers creditors employeesetc.
XV. MEANS OF COMMUNICATION :
The Company regularly intimates its financial results audited/limited reviewed to theStock Exchanges where the shares of the Company are listed as soon as the same are takenon record /approved by the Board. During the year these financial results arc published inthe all India edition of Financial Express & Business Standard (an English daily) andNews Bangla & Kalantar Regional Newspapers in Bengali language respectively. Theseresults arc not distributed / sent individually to the shareholders.
The Company is also providing coronation relating to the material events from time tothe investors and to the public at large by faxing the information to the Stock Exchangesas and when happened.
In terms of the requirements of Clause 52 of the Listing Agreement with the StockExchanges in India the un-audited financial results as well as audited Financial resultsand Shareholding Pattern and Corporate Governance Compliance and all important informationare electronically submitted unless there are technical difficulties and arc displayed onour website i.c. vvww.miflindia.com.
XVI. GENERAL SHAREHOLDER IOFORMATION (a) ANNUAL GENERAL MEETING :
(b) LISTING OF SECURITIES:
The Equity Shares of your Company are listed on DSE Limited and The Calcutta StockExchange Limited. The names and addresses are given below:
U.P. Stock Exchange Ltd. has suspended with effect from 02nd June 2014 dueto which the Company automatically get delisted from the U.P. Stock Exchange Ltd.
(c) Market Price Data: High-Low During Each Month In The Last Financial Year (In?)
(d) DEMATERIALIZATION OF SHARES AND LIQUIDITY
The company has connectivity with both the participants i.e. National SecuritiesDepository Limited (NSDL) as well as Central Depository Services Limited (CDSL). Theagreement with both the depositories has been signed on 2nd January 2001. The l SIN no. ofthe company is 1NE717C01017.
The Companys Equity Shares are under Compulsory Demat trading by all categoriesof investors. As on 31st March 2016 99.95% of the total shares are in dematerializedform.
(e) SHARE TRANSFER SYSTEM
Share transfers are registered and returned within a period of )5 days from the date ofreceipt if the documents are clear in all respects. Executives of the Company have beenauthorised to approve transfers in addition to the Committee.
(f) NOMINATION FACILITY:
Shareholders holding shares in physical form and desirous of submitting / changingnomination in respect of their shareholding in the Company may submit Form SH-13 (induplicate) as per the provisions of Section 72 of the Companies Act 2013 to theCompanys Registrar and Share Transfer Agent.
(g) BANK DETAILS
Shareholders holding shares in physical form are requested to notify / send thefollowing ioformation to the Registrar and Share Transfer Agent of the Company;
i. Any change in their address/ mandate/ bank details etc; and
ii. Particulars of the bank account in which they wish their dividend to be credited(in ease the same has not been furnished earlier); and should include the followingparticulars namely Bank Name Branch Name Account Type Account Number and MICR Code (9digits).
(h) DISTRIBUTION OF SHAREHOLDING ON MARCH 312016
The shareholding distribution of equity shares of face value of Rs. 10/- each as at31st March 2016 is given below:-
(i) SHAREHOLDING PATTERN AS ON MARCH 31.2016 :
(j) ADDRESS FOR CORRESPONDENCE:
(k) NON-MANDATORY REQUIREMENTS
]. The Board : An office for the use of the Chairman is made available wheneverrequired.
2. Shareholders Rights : Half yearly financial results including summary of thesignificant events in last six months are presently not being sent to shareholders of theCompany.
3. Audit Qualifications : There are no qualifications in the Auditors report onthe financial statements to the Shareholders of the Company.
4. Reporting of Internal Auditor ; Internal Auditors are invited to the meetings ofAudit Committee wherein they report directly to the Committee.
(l) CEO/CFO CERTIFICATION
As required by sub clause V of Clause 49 of the Listing Agreement with the StockExchanges and SEBl (Listing Obligations and Disclosure Requirements) Regulations 2015CFO have certified in Annexure "11" to the Board about compliance by the Companywith the requirements of the said sub clause for the financial year ended 31st March2016.