Report on the implementation of the Corporate Governance is furnished below:
1. Company's Philosophy on Code of Governance:
Your Company's Philosophy on Corporate Governance is built on rich legacy of fair, transparent and effective governance which includes strong emphasis on human values, individual dignity and adherence to honest, ethical and professional conduct. The Company remained committed towards protection and enhancement of overall long term value for its entire stakeholder, customer, lender, employee and society.
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 7 Board Meetings were held on 30.05.2014, 12.08.2014, 23.09.2014, 12.11.2014, 19.01.2015, 12.02.2015 and 30.03.2015. The interval between any two meetings did not exceed 4 months.
3. Audit Committee:
Composition and Terms of Reference:
As on 31.03.2015 your Company's Audit Committee consisted of Shri Malav J. Ajmera -Chairman of the Audit Committee, Shri Anand J. Parekh and Smt. Bhavana Parikh, All members of the Audit Committee have Financial, Accounting and Management expertise. The Chairman of the Audit Committee has attended Annual General Meeting held on 29.09.2014.
During the year 4 committee meetings held on 30.05.2014, 12.08.2014, 12.11.2014 and 12.02.2015 the attendance of members at the meetings were as follows:
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 177 of the Companies Act, 2013.
The appointment of Statutory Auditors and Cost Auditor and fixation of the audit fees and other payments are recommended by the Audit Committee after compliance of relevant clause of listing agreement.
The Board of Directors notes the Minutes of the Audit Committee Meetings at Board Meeting.
Audit committee is in conformity with the requirements of Clause 49(III)(D) of the revised Listing Agreement and Section 177(1) of the Companies Act, 2013.Further the Audit Committee have been granted powers as prescribed under Clause 49 (I I I)(C) of the Listing Agreement.
4. Nomination & Remuneration Committee
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, Smt. Bhavana Parikh as Chairman and Shri Jeetmal B. Parekh, Shri Malav J. Ajmera as members.
In accordance with the Companies Act, 2013 and rules framed thereunder, the Board of Directors of the Company at their meeting held on 30.03.2015, designate Smt. Bhavana Parikh as Chairman of the Nomination and Remuneration committee.
During the year under review, the committee met on 22.05.2014 and 25.03.2015 where all members were present in the meeting.
Details of Remuneration for the year 2014-2015 paid to the Directors are as follows:
Remuneration for the year 2014-15 to Shri Rahul J. Parekh, Managing Director:-
i. Basic Salary Rs.: 12,00,000/-, (Rupees Twelve Lacs only), Perquisites: 32,400/- (Rupees Thirty two Thousand Four Hundred Only) Remuneration for the year 2014-15 to Shri Anand J. Parekh, Jt. Managing Director:-
ii. Basic Salary Rs: 12,00,000/- (Rupees Twelve Lacs only), Perquisites: 32400/- (Rupees Thirty two thousand four hundred only) The other information of Directors are as under:
The company does not pay any remuneration for attending the Board / Committee Meeting to Non-executive directors. There is no pecuniary relationship or transaction of the company with any non-executive directors.
5. Share Transfer Committee:
The board has delegated the power of approving transfer of shares to a committee of Three directors , committee met 9 times during the year and approved the transfer of shares lodged with the company and no transfer were pending as on 31-03-2015.
6. Stakeholder's Relationship Committee (SR Committee) Terms of Reference
The SR Committee is primarily responsible to review all matters connected with the Company's transfer of securities and redressal of shareholders' / investors' / security holders' 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 Committee also monitors the implementation and compliance with the Company's Code of Conduct for prohibition of Insider Trading.
The SR Committee's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.
The shareholders' Grievance Committee comprise of Non-Executive director (independent), and two Executive Directors. The committee met five times during the year on 25.04.2014, 09.07.2014, 30.09.2014 and 26.12.2014 and 25.02.2015 all the members of committee attended the meeting.
Shri Nehal M. Shah - Chairman, Shri Rahul J. Parekh - Member, Shri Anand J. Parekh - Member
Shri Shailesh P. Koshti, Company Secretary is a Compliance Officer.
During the year company has received 5 complaints, 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. Code of Conduct
The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. - Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence. A copy of the Code has been put on the Company's website (www.mrtglobal.com). The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually. A declaration signed by the Company's Chairman and Managing Director is published in this Report.
8. Board and Director Evaluation and criteria for evaluation
During the year, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation include inter alia, degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Criteria for evaluation of individual Directors include aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director.
Criteria for evaluation of the Committees of the Board include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
9. Familiarisation programmes for Board Members
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the Company's business segments were made at the separate meetings of the Independent Directors held during the year. Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.
10. Meetings of Independent Directors
The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors' views to the Chairman and Managing Director. One meeting of Independent Directors was held during the year on 25th February, 2015.
11. Remuneration Policy
The Company's philosophy for remuneration of Directors, key managerial personnel and all other employees is based on the commitment of fostering a culture of leadership with trust. The Company has adopted a Policy for remuneration of Directors, Key Managerial Personnel and other employees, which is aligned to this philosophy. The key factors considered in formulating the Policy are as under:
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
The key principles governing the Company's Remuneration Policy are as follows:
Remuneration for independent Directors and non-independent non-executive Directors
Independent Directors ('ID') and non-independent non-executive Directors ('NED') may be paid sitting fees for attending the Meetings of the Board and of Committees of which they may be members, and commission within regulatory limits, as recommended by the Nomination and Remuneration Committee ('NRC') and approved by the Board. As per the current policy of the company is no fees paid to independent Directors and non-independent non-executive Directors.
Remuneration for Managing Director ('MD')/ Executive Directors ('ED')/ Key Managerial Personnel ('KMP')/ rest of the Employees
• The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the sector/ industry/ Company's operations and the Company's capacity to pay, consistent with recognized best practices and aligned to any regulatory requirements.
• Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience. In addition, the Company may provide employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings. The Company also provides all employees with a social security. The Company provides retirement benefits as applicable.
• In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the Company may provide MD/ EDs such remuneration by way of commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Companies Act, 2013. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the NRC and approved by the Board.
• The Company may provide the rest of the employees a performance linked bonus. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the Company.
12. Risk Management
A detailed review of business risks and the Company's plan to mitigate them is presented to the Audit Committee and Board. The Company has been taking steps to mitigate foreseeable business risks. Business risk evaluation and management is an ongoing and continuous process within the Company and regularly updated to the Audit Committee and Board.
The Company has formulated a Risk Assessment & Management Policy, duly reviewed by the Audit Committee, establishing the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting to the Board periodically. The Policy would be applicable to all the functions and departments of the Company. The Risk Assessment & Management Policy would be implemented through the establishment of the Risk Management Committee accountable to the Board of Directors. The Committee shall include the Managing Director ('MD'), Jt. Managing Director ('JMD'), Chief Financial Officer, internal auditor of the Company and such other members as included by the Board/MD. The MD will be the Chairman of the Committee.
• Details of related party transactions are furnished in the Financial Statements None of 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 adopted a Code of Conduct for Prevention of Insider Trading ("The Code") in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 1992 with effect from October 1,2002.The Securities and Exchange India ( SEBI) has over the years introduced various amendments to the Insider Trading Regulation of 1992 which ordain new action steps by corporate and other market intermediaries for the purpose of prevention of Insider Trading. The Code is amended from time to time reflecting the changes brought in by SEBI in the Insider Trading Regulations.
• As per Section 177 of The Companies Act 2103 and clause 49 (ii)F of Listing agreement, the company has adopted whistle Blower / Vigil Mechanism which includes 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, 2015, 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.
• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
• Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
14. CEO/CFO CERTIFICATION:
The Managing Director and CFO have certified to the Board that:
a) We have reviewed financial statements and the cash flow statement for the year ended 31-03-2015 and that to the best of our knowledge and belief :
i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
ii) These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company's code of conduct.
c) We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
d) We have indicated to the auditors and the Audit Committee
i) Significant changes in internal control during the year.
ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements.
iii) Instances of significant fraud of which we have become aware if any and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system.
For Mahalaxmi Rubtech Limited
Place: Ahmedabad Rahul J. Parekh Rajendra R. Mehta
Date: May 30, 2015 Managing Director Chief Financial Officer
15. Management Discussion and Analysis Report :
The Management Discussion and Analysis Report forms a part of the Annual Report.
16. Means of Communication: • Financial Results :
The Quarterly & Half Yearly results are published in Indian Express English and Financial Express Gujarati Edition. The Company's financial results and shareholding pattern are also displayed in the Company's website www.mrtglobal.com. <http://www.mrtglobal.com.> These are made available to members on request.
General Shareholder information
Annual General meeting to be held on
: 30th September 2015, Wednesday At 11.00 a.m.
Place of the meeting
: Lions Hall, Nr. Nalanda Hotel, Mithakhali Six Road, Ellisbridge, Ahmedabad 380 006
Tentative Financial Calendar
: 1st April 2015 to 31st March 2016
* First Quarter Results By 14th August, 2015
*Half Yearly Results : By 14th November 2015
*Third Quarter Results : By 14th February 2016
*Annual Results : Within 60 days. March, 2016
Book Closure Date
: From 24th, September, 2015 to 30th, September, 2015 (both days inclusive)
Dividend Payment date
Listing at Stock Exchanges:
Name of Stock Exchange : Bombay Stock Exchange Limited
Stock Code : 514450
ISIN NO. (dematerialized Shares)
Corporate Identity Number (CIN)
REGISTRAR AND TRANSFER AGENTS
Sharepro Services (India) Private Limited
416-420, 4th Floor, Devnandan Mall, Opp. Sanyash Ashram, Ellisbridge, AHMEDABD-380006
Tel Nos.079 26582381 to 84 Fax No 079 26582385 Email : email@example.com
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
Email : firstname.lastname@example.org
2. For Central Depository Services (India) Ltd. (CDSL)
Sharepro Services (India) Pvt. Ltd.
416-420, 4th Floor, Devnandan Mall, Opp. Sanyash Ashram,
Tel Nos.079 26582381 to 84 Fax No 079 26582385
Email : email@example.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 dematerialized or returned within the time prescribed by the authorities.
Dematerialisation of Share and liquidity:
The trading of Equity shares of the Company in all categories is Compulsory in Demat mode with effect from 23.03.2001. As on 31st March, 2015, 98.37% Shares have been dematerialized.
Outstanding GDRs / ADRs / Warrants or any Convertible : NIL Instruments, Conversion date and likely impact on equity
Shareholders who have not yet encased their dividend warrants for the year 2007-08, 2008-09,2009-10,2010-11 and 2011 -12 may approach the Company for revalidation / issue of duplicate dividend warrant.
ADDRESS FOR CORRESPONDENCE:
(1) Uma Industrial Estate, Phase III,
Village Vasana (Iyava), Tal. Sanand, Dist. Ahmedabad
Tel: 02717-284309 - 10 Fax: 02717-284152
47, New Cloth Market, Ahmedabad-380 002.
Tel No : 079-22160776 E-mail: firstname.lastname@example.org
(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
507, Chanakya, Near Dinesh Hall, Ashram Road, Ahmedabad-380 009.
Tel: 079-26575616, 079-26582552 Fax: 079-26583552
Your Company is in the process of setup new corporate office situated at YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad - 15. Tel.: 079-4000 8000 Fax: 079-4000 8030
Declaration by the Managing Director under Clause 49 of the Listing Agreement Regarding Compliance with the Code of Conduct
In accordance with Clause 49 (I) (D) of the Listing Agreement with the Stock Exchanges, I hereby confirm that, all Designated Persons of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the period ended 31st March, 2015.
For the purpose of this declaration, Designated Persons mean Directors and Officers in Management Cadre and above.
On behalf of the Board of Directors,
Rahul J. Parekh
Date: May 30, 2015