1. Committees At The Board Level

The Board has constituted various Committees of Directors for smooth and efficient conduct of business.

(A) Audit Committee

The details of composition of the Audit Committee are as follows:-

The Functions of The Committee Include:

• Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient an credible;
• Recommendation for appointment, remuneration and terms of appointment of statutory auditors of the company;
• Approval of payment to statutory auditors for any other services rendered by them;
• Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
  • Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
  • Changes, if any, in accounting policies and practices and reasons for the same;
  • Major accounting entries involving estimates based on the exercise of judgment by management;
  • Significant adjustments made in the financial statements arising out of audit findings;
  • Compliance with listing and other legal requirements relating to financial statements;
  • Disclosure of any related party transactions;
  • Qualifications in the draft audit report;
• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
• Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory auditor internal adequacy of the internal control systems;
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
• Discussion with internal auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends)and creditors;
• To review the functioning of the Vigil Mechanism and Whistle Blower mechanism;
• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
• Regulating Internal Financial Control system.
• Reviewing the following information:
• Management discussion and analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses.

2. (B) Shareholders/Investors Grievance Committee

Terms of Reference :

The investors grievance committee focuses on Shareholders grievances and strengthening of investor relations. It looks into various investor complaints like transfer of shares, non-receipt of annual reports and other such issues.

Composition and Attendance :

The Investor Grievance Committee comprises of Four Directors Smt. Kamlesh Gupta, Shri Ashok Kumar Gupta, Shri Daulat Ram Agarwala and Shri Lalit Agarwal. Out of whom Smt. Kamlesh Gupta, Shri Ashok Kumar Gupt are non-executive Independent directors.

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

• To approve all transfers (including transmission, transposition, remat) requests received.
• To review action taken on shareholders’ grievances and to advise if any further action to be taken.
• To ensure that correspondence with the shareholders are promptly dealt with by the Company and no cases were pending as on 31st March, 2019.

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 31.03.2019.

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.

3. (D) Nomination And Remuneration Committee

The nomination & Remuneration Committee comprised of Four Directors out of which two are independent Directors.

The Composition of the Committee at its meeting is given below :

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

• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal
• To carry out evaluation of every Director’s performance
• To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees
• To formulate the criteria for evaluation of Independent Directors and the Board
• To devise a policy on Board diversity
• To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria

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.