Committees

Committees of the Board

The Board of Directors of the Company has constituted three Committees viz, Audit Committee, Remuneration and Nomination Committee and Stakeholders Relationship Committee. The minutes of the Committee Meetings are noted by the Board. The role and Composition of the aforesaid Committees, including the number of meetings held and the related attendance of the members are given below:

Audit Committee

The Committee acts as a link between the management, auditors and the Board of Directors of the Company and has full access to financial information.

The terms of reference of the Audit Committee are as per the guidelines set out in the Listing Regulation with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

As on 31st March, 2016 the Audit Committee comprised of two Independent Director and one Non Executive Director. Mr. Jitendra Kumar Goyal is the Chairman and Mr. Lalit Agarwal & Mr. Rajesh Kumar Singhi are the other two members of the Committee. All the members of the Committee have accounting or related financial management expertise.

During the year under review, four meetings of the committee were held on 30.05.2015, 12.08.2015, 13.11.2015 and 08.02.2016. The composition of the committee and attendance at its meeting is given below:

Name of the Director Category No. of Meetings Held No. of Meetings Attended
Mr. Jitendra Kumar Goyal Chairman-Non-Executive Independent Director 4 4
Mr. Lalit Agarwal Non-Executive Non-Independent Director 4 4
Mr. Rajesh Kumar Singhi Non-Executive Independant Director 4 4

Ms. Radhika Maheshwari, Company Secretary is the secretary to the Committee.

The representatives of Statutory Auditors are permanent invitees to the Audit Committee Meeting.

Mr. Jitendra Kumar Goyal, the Chairman was duly present in Annual General Meeting held on September 29, 2015

All the meetings were held in such time that the gap between any two meetings did not exceed four months thereby complying with the Companies Act, 2013.

The Committee acts as a link between the management, auditors and the Board of Directors of the Company and has full access to financial information.

The functions of the Committee include:

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2016 the Nomination & Remuneration Committee comprised of three Non Executive Directors out of which two are Independent Directors. Mr. Lalit Agarwal is the Chairman and Mr. Jitendra Kumar Goyal & Mr. Rajesh Kumar Singhi are the other two members of the Committee.

The Committee held three meetings during the year 31st July, 2015, 9th February, 2016 and 2nd March, 2016.

The composition of the committee and attendance at its meeting is given below:

Name of the Director Category No. of Meetings Held No. of Meetings Attended
Mr. Lalit Agarwal Chairman-Non-Executive Non-Independent Director 3 3
Mr. Jitendra Kumar Goyal Non-Executive-Independent Director 3 3
Mr. Rajesh Kumar Singhi Non-Executive Independant Director 3 3

Terms of Reference of the Committee, inter alia, includes the following:

Remuneration to the Managing Director

Mr Daulat Ram Agarwala, the Managing Director, is paid a fixed quantum of salary and perquisities as recommended by the Board of Directors within the overall limits permissible under the Companies Act and as approved by the Shareholders.

Name and Designation REMUNERATION
Daulat Ram Agarwal Managing Director 6,00,000 (Aggregate Salary inclusive of perquisites)

Shares held by the Directors as on 31st March, 2016

Name of the Director Category No. of Equity Shares held
Mr. Daulat Ram Agarwala Non- Independent 512500
Mr. Lalit Agarwala Non- Independent 350000
Mr Jitendra Kumar Goyal Independent -
Mr. Rajesh Kumar Singhi Independent -

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review, the Stakeholders Relationship Committee comprised of three Directors, The present Members of the Committee are Mr. Jitendra Kumar Goyal, Chairman Mr. Rajesh Kumar Singhi and Mr. Lalit Agarwal.

Ms. Radhika Maheshwari, Company Secretary acts as the Secretary to the Committee.

The Committee held one meeting during on 9th February, 2016.

The composition of the committee and attendance at its meeting is given below:

Name of the Director Category No. of Equity Shares held No. of Meetings Attended
Mr. Jitendra Kumar Goyal Chairman-Non-Executive Independent Director 1 1
Mr. Lalit Agarwal Non-Executive Non-Independent Director 1 1
Mr. Rajesh Kumar Singhi Non-Executive Independant Director 1 1

Terms of Reference of the Committee, inter alia, includes the following:

Shares received for transfer are processed promptly, approved by the Committee and ratified at the following Board Meeting.

The Company did not receive any complaint from any shareholder during the year and no complaint was pending as on 31.03.2016.

Pursuant to Listing Agreement the Company has opened email ID info@mchl.co.in for Grievance Redressal purpose where complaint can be lodged by the Shareholders.