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Action Financial Services (India) Ltd.

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Action Financial Services (India) Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

(Pursuant to clause 49 of the Listing Agreement)

1. Company's philosophy on code of Governance

The Company remains committed to the core aspect of Corporate Governance, viz. fairness, transparency, accountability and responsibility. It has been the company's constant endeavour to ensure adequate disclosures to its stakeholders comprising of Shareholders, Customers, Government, Lenders, Employees and its Business Community. We believe that our governance process should ensure optimum resource utilization and meet the expectations of stakeholders in terms of providing transparency, empowerment, accountability and safety of people and environment. We lay emphasis on business ethics in all our dealings.

2. Board of Directors

• Composition of the Board:

The present Board of Directors consists of 5 Directors out of which Two (2) are Executive Directors, three (3) are Non-Executive & Independent Directors out of which One (1) is Non-Executive & Independent Woman Director. The Chairman of the Company is Executive and Promoter Director.

All the Directors have made the requisite disclosures regarding Committee positions held by them in other companies. The details as on till date, of the composition of the Board and changes therein since the last Annual report, category of the Directors and their attendance at the Board Meetings and the last Annual General Meeting, number of their Directorships in other companies incorporated in India (excluding alternate directorships & directorship in Pvt. Ltd. Companies) are given below:

• Information placed before the Board of Directors

To enable the Board to discharge its responsibilities effectively and take informed decisions, necessary information is made available to the Board as per the Agenda Papers in advance of the Board Meetings.

In addition to matters statutorily required to be placed before the Board of Directors for its approval, all major decisions regarding resource mobilisation, capital expenditure, etc., are considered by the Board. Following information are regularly put up before the Board for its consideration and approval:

> Strategic plan and direction of the Company;

> Annual Business Plan, Sales Budget;

> Quarterly financial Results of the Company;

> Minutes of the meetings of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Risk Management Committee of the Board;

> Matters related to significant environmental issues, accidents, if any, etc.;

> Material information from Government bodies, which may have implications on the business of the Company, if any;

> Information on material transactions, which are not in the ordinary course of business;

> Disclosure of material transactions with potential conflict of interest, if any; and

> Compliance with various listing and statutory requirements.

Code of Conduct:

The Company has laid down the code of conduct for all Board members and senior Management personnel of the Company. Requisite annual affirmations of compliance with the respective codes have been made by the Directors and Senior Management personnel of the Company. The copy of code of conduct is available on the web site of the Company.

3. Audit Committee

The Board of Directors constituted an Audit Committee as per the existing clause 49 of the Listing Agreements entered into with the Stock Exchange. Four (4) meetings of the Audit Committee were held during the year. The Present composition of the Audit Committee and their attendance at meetings are as follows:

• CS Jayantilal Suthar, Company Secretary of the Company is the secretary to the Audit Committee w.e.f 01.10.2014.

The Managing Director & CEO and CFO are permanent invitees to the Audit Committee Meetings. The Statutory Auditor is also invited to attend the Audit Committee Meetings, as and when required.

The Minutes of the Audit Committee Meetings were noted by the Board of Directors at the Board Meetings.

The Chairman of the Audit Committee was present at the 21st Annual General Meeting held on 25th September, 2014.

The powers and role of the Audit Committee are as per Guidelines set out in Clause 49 of the Listing Agreement with the Stock Exchange and the Section 177 of the Companies Act, 2013. The salient features of powers and role of the Audit Committee are:

Terms of reference:

The Terms of reference of the Audit committee broadly are as under:

1. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending the Board, the appointment, reappointment of the statutory auditor, fixation of audit fees and for other services.

3. Reviewing with the Management, the quarterly and annual financial statements before submission to the Board for approval.

4 Discussions with statutory auditors before the audit commence nature and scope of audit as well as have post audit discussion to ascertain any area of concern.

5. Reviews with the management, statutory auditors and internal audit system, the adequacy and the compliance of internal control systems.

6. In addition to above, all items listed in clause 49, matters requiring under Section 177 and other clauses of the Listing Agreements.

4. Stakeholders Relationship Committee:

The Board of Directors, constituted Stakeholders Relationship Committee, to attend to and redress the Shareholders and Investors grievances. The present composition of the Stakeholders Relationship Committee is as follows and four (4) meetings of the Stakeholders Relationship Committee were held during the year. The attendance of each Member of the Committee is given below:

• CS Jayantilal Suthar, Company Secretary of the Company is the secretary to the Stakeholders Relationship Committee w.e.f  01.10.2014.

Role of Stakeholders Relationship Committee:

a) Review the existing "Investor Redressal System" and suggest measures for improvement.

b) The Stakeholders Relationship Committee meets once in every quarter to review and to take note of the Compliance Report submitted to the Stock Exchange and Grievances of the shareholders.

c) To look into redressing of Shareholders and Investors Complaints regarding transfer of shares, non receipt of annual Reports etc.

During the year 2014-2015, Three (3) complaint was received and resolved by the Company and no complaints are pending to be resolved at the end of the financial year.

5. Nomination and Remuneration Committee:

The Board of Directors, constituted a Nomination and Remuneration Committee. The Committee is empowered to approve the remuneration of the Directors of the Company and their relatives to ensure compliance of the Companies Act, 2013, Listing Agreements, etc.

5A. The role of the committee shall, inter-alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the  Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal

6. Subsidiaries:

Though providing Stock Broking and Depository Services to be the prime business activity of the Company, the Company has two non material unlisted subsidiary companies viz. Action Securities Limited (ASL) and Action Commodities Limited (ACL).

The Company monitors the performance of its subsidiaries, inter-alia, by the following means:

• The financial statements, investments, are reviewed by the Audit Committee and the Board.

• The minutes of Board Meetings of the subsidiary are noted at the Board Meeting of the Company.

8. Disclosure:

• Related Party Transactions

The Company has not entered into any transaction of material nature with its promoters, directors, management and their relatives. The disclosure with respect to the related party transactions is set out in the Notes to Accounts. None of these transactions are likely to have a potential conflict with the interest of the Company and are being carried out at an arm's length basis at fair market value. The details of all significant transactions with related parties are periodically placed before the Audit Committee.

• Disclosure of Accounting Treatment

In the preparation of the financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India as applicable.

• Disclosures regarding re-appointment / appointment of Directors

Disclosure regarding brief profile of Directors seeking re-appointment as required under Clause 49 VIII (E) of the Listing Agreement entered into with the Stock Exchanges is given under the Notice of the Annual General Meeting.

• Penalty or strictures

The letter Issued by Securities Exchange Board of India (SEBI) on Action Financial Services (India) Ltd, Adjudication Order No. PB/AO -01/2014, providing that company has defaulted under section 15-I of Securities

Exchange Board of India (SEBI) read with rule 5 of SEBI (Procedure for holding Inquiry & impose Penalty by Adjudicating Officer Rules, 1995). Against the Adjudication order company has filed an appeal in Securities Appellate Tribunal (SAT) by appeal no. 325 of 2014. The SAT Appeal is pending for final hearing.

• Certificate under Clause 47(c) of the Listing Agreement

As per the provisions of Clause 47(c) of the Listing Agreement entered into with the Stock Exchanges, the Company has obtained Secretarial Compliance Certificate on half yearly basis from a Company Secretary in Practice to the effect that all transfer of shares are effected within stipulated time. This is also filed with the National Stock Exchange of India Limited and BSE Limited within prescribed time limit.

• Communication to Shareholders

Striving for fair and timely information disclosure to a wider range of stakeholders is an essential component of Corporate Governance. In order to distribute information in a fair and timely manner to large numbers of people, the company regularly uploads results announcement, annual report, media releases, etc. in the website.

9. Implementation of Code of Conduct for Insider Trading:

Action Financial Services (India) Limited has adopted Code of Conduct for Insider Trading and is based on the SEBI framework. Action Financial Services (India) Limited follows strict guidelines in respect of insiders' stock trading and related disclosures. Periodic disclosures have been obtained from all the Directors and 'designated employees'. Under the aforesaid code all Directors and Designated Employees are required to conduct all their dealing in securities of the Company only in valid trading window after obtaining pre clearance from the Company as per the pre dealing procedure described in the Code.

10. Secretarial Audit for reconciliation of Capital.

As stipulated by SEBI, a Company Secretary in practice carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited and the total issued and listed capital. This audit is carried out every quarter and the report thereon are submitted to the Stock Exchange as well as placed before the Board of Directors. The audit confirms that the total Listed and paid up capital is in agreement with the aggregate of the total number of Shares in dematerialised form (held by NSDL and CDSL) and total number of Shares in physical form.

GENERAL SHAREHOLDERS' INFORMATION

Registered Office

46 & 47, 6th Floor, Rajgir Chambers, 12/14, Sahid Bhagat Singh Road, Opp Old Custom House, Fort, Mumbai -400 023

Share Transfers in physical form and other communication in that regard including share certificates, dividends and change of address etc. may be addressed to

Link Intime India Private Limited

Registrar & Share Transfer Agent C-13, Pannalal Silk Mills Compound L. B. S. Marg, Bhandup (W) Mumbai -400078  Tel No.: 022 - 25963838 Fax No.: 022 -25946969

Annual General Meeting of the Company to be held on

Date : 29.09.2015

Time : 11.00 a.m.

Venue : 11-15, 2nd floor,, Rajgir chambers, 12/14, Shahid Bhagat Singh Road, Opp. Old Custom House, Fort,  Mumbai-400023

Financial Calendar (tentative)

First quarter -2n week of August, 2015 Second quarter -2n week of November, 2015 Third quarter - 2n week of February, 2016 Fourth Quarter - 4thweek of May 2016

Book Closure dates

23rd September, 2015 to 29th September, 2015 (both days inclusive).

Voting rights

The Members whose names appear in the Register of Members/list of Beneficial Owners as received from Central Depository Services (India) Limited (CDSL) on 22nd September, 2015 for remote e-voting as well as on Ballot at General Meeting.

Listing on Stock Exchanges

Bombay Stock Exchange Limited

Listing Fees

Listing fees for the aforesaid Stock Excha nges for the financial year 2015-2016 have been paid.

Bombay Stock Exchanges Limited Scrip ID:

ACTIONFI

Bombay Stock Exchanges Limited (BSE)

Scrip Code: 511706

I SIN NO. : INE357A01032

Dematerialization of shares

As on March 31, 2015 a total of 12202015 equity shares constituting 97.58% of the equity sha re capital of the Company stand dematerialized and balance 302485 shares are in physical mode being 2.42%.

Business Location

Appeared in the Annual Report elsewhere-

Investors' correspondence to be addressed to:

CS Jayantilal Suthar(Compliance Officer)

Action Financial Services (India) Limited

Registered Office:

46 & 47, 6th Floor, Rajgir Chambers, 12/14, Sahid Bhagat Singh Road, Opp. Old Custom House, Fort, Mumbai -400 023  Telephone:022 - 25963838  Fax No.: 022 -25946969  E-mail:action@actionfin.com Investor Complaint Email ID:- ig@actionfin.com