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Mahalaxmi Rubtech Ltd.
Change Company : 
Chairman : Jeetmal B Parekh Industry : Rubber Products
Last Price Today's Change Open Prev Close Day's Range 52 Week Range
2.77 -0.08 2.95 2.85 (2.99)   (2.75) (4.15)   (2.25)
BSE Code 514450
ISIN Demat INE112D01027
Book Value (Rs.) 4.95
Dividend Yield (%) 0.00
Market Cap (Rs Mn) 244.32
P/E 8.63
EPS (Rs.) 0.32
Face Value (Rs.) 1
Volume 5800.00
March 2012 Select Base Year :

CORPORATE GOVERNANCE

Report on the implementation of the Corporate Governance is furnished below:

1. Company's Philosophy on Code of Governance:

The Company's Philosophy on Corporate Governance is aimed at assisting the management in the efficient conduct of its business and in meeting its obligations to its stakeholders and is guided by a strong emphasis on transparency, accountability and integrity. The Company remained committed towards protection and enhancement of overall long term value for its entire stakeholder customer, lenders, employee and society.

Your company has consistently aimed at developing and internalizing such policies and implementing best-in-class actions that make it a good move.

The Company adheres to good corporate practices and is constantly striving to make them better. The Company strongly supports the principles of corporate governance. Further the board lays emphasis on transparency, accountability and integrity in all its operations and dealings with outsiders. Your company has complied with all material respects with the features of Corporate Governance Code as per clause 49 of the Listing Agreement with the Stock Exchange.

2. Board of Directors:

The Board consists of six directors of whom one is Non-executive Chairman, two Managing Directors and three Non-Executive Directors (Independent).

During the year 8 Board Meetings were held on 21.04.2011, 19.05.2011, 03.06.2011, 11.08.2011, 05.09.2011, 11.11.2011, 14.11.2011 and 14.02.2012. The interval between any two meetings did not exceed 4 months.

3. Audit Committee:

1. Composition and Terms of Reference:

As on 31.03.2012 your Company's Audit Committee consisted of Shri Malav J. Ajmera Chairman of the Audit Committee, Shri Anand J. Parekh and Shri Nikhil K. Parikh. All members of the Audit Committee have Financial, Accounting and Management expertise.

Two third members are non-executive and Independent Directors. The Chairman of the Committee is an Independent Director. The Compliance Officer is regular invitee and statutory auditors are invited from time to time.

• The terms of reference of the Audit Committee cover the matters specified for Audit Committees under Clause 49 of the Listing Agreement with the Stock Exchanges and also as required under Section 292A of the Companies Act, 1956.

• The Chief Financial Officer, along with the Statutory Auditors, Internal Auditors and the Cost Auditor of the Company are invited to the Meetings of the Audit Committee to recommend the appointment of Statutory Auditors, Cost Auditor and fixation of the audit fees and other payments after compliance of relevant clause of listing agreement.

• The Board of Directors notes the Minutes of the Audit Committee Meetings at Board Meeting.

4. Remuneration Committee (Non Mandatory)

The Remuneration Committee inter alia, reviews and recommends the remuneration and commission / performance incentive of Executive and Non Executive Directors. The Terms of reference of the Remuneration Committee include the matters specified in Clause 49 of the Listing Agreement with the Stock Exchanges.

The committee comprises of 3 Non-Executive directors, Mr. Nikhil K.Parikh as Chairman and Mr.Jeetmal B. Parekh, Mr. Malav J. Ajmera as members.*

• The Remuneration committee was reconstituted on 14.11.2011.wherein Mr. Nikhil K. Parikh was appointed as Chairman of the committee in place of Mr. Jeetmal B. Parekh and Mr. Malav J. Ajmera was appointed as member of committee in place of Mr. Nehal M.

Shah.

During the year under review, the committee met two time on 10.05.2011 and 14.11.2011 where all members were present in the meeting.

Details of Remuneration for the year 2011-2012 paid to the Directors are as follows: Remuneration for the year 2011-12 to Shri Rahul J. Parekh, Managing Director:-

i. Basic Salary Rs.: 4,80,000/-, (Rupees Four Lacs Eighty Thousand only), Perquisites: 32,400/- (Rupees Thirty two Thousand Four Hundred Only)

Remuneration for the year 2011-12 to Shri Anand J. Parekh, Jt. Managing Director:-

ii. Basic Salary Rs: 4,80,000/- (Rupees Four Lacs Eighty Thousand only), Perquisites: 32400/- (Rupees Thirty two thousand four hundred only)

6. Shareholders / Investors Grievance Committee : Terms of Reference

To specifically look into redressal of complaints like transfer of shares, non-receipt of dividends, non-receipt of annual report etc. received from shareholders / investors and improve the efficiency in investors' service, wherever possible.

The shareholders' Grievance Committee comprise of Non-Executive director (independent), and two Executive Directors. The committee met four times during the year on 04.07.2011, 24.10.2011, 17.01.2012 and 20.02.2012, all the members of committee attended the meeting.

Members:

Shri Nehal M. Shah - Chairman Shri Rahul J. Parekh - Member Shri Anand J. Parekh - Member

Shri Japan Shah, Company Secretary is a Compliance Officer.

During the year company has received one complaint, which were resolved on time and no complaint remains pending at year end. The status of complaints is periodically reported to the Committee and Board of Directors in their meetings.

7. Share Transfer Committee:

The board has delegated the power of approving transfer of shares to a committee of Three directors , committee met 13 times during the year and approved the transfer of shares lodged with the company and no transfer were pending as on 31-03-2012.

8. Disclosures:

• Details of related party transactions are furnished in Note No. 33 of Financial statements of the transactions with any of the related parties were in conflict with the interest of the company.

• No strictures or penalties have been imposed on the company by the Stock Exchange or SEBI or any statutory authority on any matters related to capital market during the last three years.

• The Company has put in place a mechanism for employees to report to the Management, concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy. The said policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the higher levels of supervisors including the Audit Committee.

• The Board has adopted Code of Conduct including a Business Ethics Policy for its Designated Persons. Designated Persons mean Directors and Officers in Management Cadre - functional heads and above.

• The Company has for the period ended March 31, 2012, received from all Designated Persons, a declaration of compliance with the code. A certificate from the Managing Director, to this effect forms part of this Report.

• The Company follows the Accounting Standards issued by the Institute of Chartered Accountants of India and in the preparation of the financial statements, the Company has not adopted a treatment different from that prescribed by any Accounting Standard.

• The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreements with Stock Exchanges. The adoption of non-mandatory requirements has been dealt with further on in this Report.

9. Means of Communication:

Financial Results:

The Quarterly & Half Yearly results are published in Indian Express English and Financial Express Gujarati Edition.The said Financial Results are also available on the Company's website www.mrtglobal.com. These are made available to members on request.

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report forms a part of the Annual Report.

10. General Shareholder information

Annual General meeting to be held on Place of the meeting :

Friday, 28th September 2012 At 10.30 a.m.  Lions Hall, Nr. Nalanda Hotel, Mithakhali Six Road, Ellisbridge, Ahmedabad 380 006

Tentative Financial Calendar: 1st April 2012 to 31st March 2013

Financial Results

First Quarter Results: By 14th August, 2012

Half Yearly Results: By 14th November 2012

Third Quarter Results: By 14th February 2013

Annual Results: Within 60 days.2013

Book Closure Date:

From 22nd, September, 2012 to 28th, September, 2012 (both days inclusive)

Dividend Payment date:

On or after October 03, 2012

Listing at Stock Exchanges: Stock Code

Name of Stock Exchange : 514450

Bombay Stock Exchange Limited : INE112D01027

ISIN NO. (dematerialized Shares) : L25190GJ1991PLC016327

Corporate Identity Number (CIN) L25190GJ1991PLC016327

REGISTRAR AND TRANSFER AGENTS

Physical Mode:

Sharepro Services (India) Pvt. Ltd.

416-420, 4th Floor, Devnandan Mall, Opp.Sanyash Ashram,

Ellisbridge, AHMEDABD-380006

Tel Nos.079 26582381 to 84

Fax No 079 26582385

Email sharepro@shareproservices.com

Depository Mode:

1. For National Securities Depository Ltd. (NSDL)

Sharepro Services (India) Pvt. Ltd.

416-420, 4th Floor, Devnandan Mall,

Opp. Sanyash Ashram, Ellisbridge, AHMEDABD-380006

Tel Nos.079 26582381 to 84 Fax No 079 26582385

2. For Central Depository Services (India) Ltd. (CDSL)

Sharepro Services (India) Pvt. Ltd.

416-420, 4th Floor, Devnandan Mall,

Opp. Sanyash Ashram, Ellisbridge, AHMEDABD-380006

Tel Nos.079 26582381 to 84 Fax No 079 26582385

Email sharepro@shareproservices.com 

Email sharepro@shareproservices.com

Share Transfer System:

The Company's Shares are traded in the Stock Exchanges compulsorily in demat mode. Share in physical mode which are lodged for transfer are processed and subject to exercise of option under compulsory transfer-cum-demat procedures, Shares Certificates are either dematted or returned within the time prescribed by the authorities.

The Shareholders/Investors are requested to send share transfer related documents directly to our RTA whose address is given at the beginning of this section.

Dematerialisation of Share and liquidity:

The trading of Equity shares of the Company in all category is Compulsory in demat mode with effect from 23.03.2001. As on 31st March, 2012, 98.06% Shares have been dematerialized.

Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, Conversion date and likely impact on equity: NIL

Shareholders who have not yet encashed their dividend warrants for the year, 2006-07, 2007-08, 2008-09,2009-10 and 2010-11 may approach the Company for revalidation / issue of duplicate dividend warrant.

PLANT LOCATION:

Factory:

(1) Uma Industrial Estate

Phase - III, Village Vasana (Iyava),

Tal. Sanand, Dist. Ahmedabad,

Tel: 02717-284309 - 10 Fax: 02717-284152

(2) Mahalaxmi Fabric Mills

(A Unit of Mahalaxmi Rubtech Ltd.) Isanpur Road,

Nr. Narol Char Rasta, Narol, Ahmedabad - 382 405.

Tel: 079-25731831 - 34

Fax: 079-25731814

Address for Correspondence:

Registered Office:

47, New Cloth Market, Ahmedabad-380 002

Corporate office:

507, Chanakya, Near Dinesh Hall,

Ashram Road, Ahmedabad-380 009.

Tel: 079-26575616, 079-26582552

Fax: 079-26583552

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