CORPORATE GOVERNANCE REPORT
In accordance with Clause49 of the Listing Agreement with BSE Limited (BSE) and some of the best practices followed internationally on Corporate Governance, the report containing the details of corporate governance systems and processes at Ad-Manum Finance Limited is as under:
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Company recognizes the ideals and importance of Corporate Governance and acknowledges its responsibilities towards all stakeholders including customers, employees, regulatory authorities and shareholders.
Good Corporate Governance acts as a catalyst for consistent growth of an organization. It is the adoption of best business practices which ensure that the Company operates not only within regulatory framework, but is also guided by ethics.
2. BOARD OF DIRECTORS
a. All the independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year, give a declaration that they meet with the criteria of independence as provided under clause 49 of the listing agreement. None of the above Directors is related inter-se except Mrs Dolly Choudhury wife of Mr. Jayanta Nath Choudhury. None of the Directors holds the office in more than the permissible number of companies under the Companies Act, 2013
b. Non-executive Directors compensation and disclosure
The Board of Directors through board meeting held on 30.05.2014, decided to give sitting fees to the Independent Director @ Rs. 2000/- per meeting the Company may pay or reimburse to them such fair and reasonable expenditure, as may have been incurred by them while performing the role as an Independent Director of the company. This could include reimbursement of expenditure incurred by them for attending Board / Committee meetings. Annual General Meetings, Extraordinary General Meetings, court convened meetings, meetings with shareholders/creditors/ management, site visits, induction and training (organized by the Company for Directors) and in obtaining, subject to prior consultation with the Board, professional ad vice from independent advisors in the furtherance of their duties.
3.2. FORMAL LETTER OF APPOINTMENT TO INDEPENDENT DIRECTORS
Brief Resume of Director and Letter of appointment is disclosed on the website of the company fwww.admanumfinance.com).
3.3. TRAINING OF INDEPENDENT DIRECTORS:
The company providing suitable training to independent directors to familiarize them with the company, their roles, rights responsibilities in the company nature of the industry in which the company operates, business model of the company, etc'
3.4 SEPARATE MEETING OF INDEPENDENT DIRECTOR
As stipulated by the code of Independent Director under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the independent Director of the company held on 9th December, 2014 to review the performance of Non- Inoependent Director (including the Chairman} and the Board as whole. The Independent Director also reviewed the quality, content and timelines of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.
4. AUDIT COMMITTEE
During the year there is no change in the constitution of Audit Committee.
The terms of reference stipulated by the Board of Directors to the Audit Committee are, as contained in Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013, major of which are as follows:
1. Oversight of 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 for appointment, remuneration and terms of appointment of auditor of the Company;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters, required to be included in the Director's Responsibility Statements to be included in the Board's report in terms of clause (C) of subsection 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons forthe same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirement relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
Reviewing, with the management, the quarterly financial statements before submission to the board for approval'
6. 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
7. Review and Monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or and subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investment;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, Performance of statutory and internal auditors, and adequacy of the internal control systems-
13. 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;
14. Discussion with internal auditors any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud of irregularity or a failure of internal control systems of a material nature and reporting the matter to the board-
16. 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;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, share holders (in case of nonpayment of declared dividends) and creditors;
18. To review the functioning of the whistle blower mechanism;
19. 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, experiences background, etc. of the candidate
20. Carrying out any other function as in the terms of reference of the Audit Committee.
During the year, the Committee has met 4 times (30/05/2014, 31/07/2014, 31/10/2014 and 31/01/2015).
All the members of Audit Committee are financially literate and have accounting or related financial management expertise. The Company Secretary is the secretary of the Com m ittee.
5. NOMINATION AND REMUNERATION COMMITTEF
The Nomination and Remuneration Committee met 3 (Three) times in the financial year 2014-2015 (i.e. on 30.05.2014
6. STAKEHOLDER RELATIONSHIP COMMITTEE
The Committee, inter alia, approves issue of duplicate share certificates and oversees and reviews all matters connected with securities transfers. The Committee also looks into redressal of shareholder's complaints like transfer of shares, non-receipt of balancesheetetc.
^ The Board of Directors, to expedite the process of share transfers, has delegated the power of share transfer to the Registrar & Share Transfer Agent of the Company.
^ The Committee oversees the performance of the Registrar & Share Transfer Agent of the Company.
During the year total numbers of complaints received were 1 and replied to the satisfaction of shareholders. Outstanding complaints as on 3l"March, 2015 were NIL. The Company Secretary is the secretary of the Committee.
7. RISK MANAGEMENT COMMITTEE
For the purpose of managing the risk, company had constituted the Risk Management Committee. Attendance of each Member at the Risk Management Committee meeting held during the year only once on 16/08/2015:
8. CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Considering the work being done by the Company on Social front, the Company's Board has constituted a Corporate Social Responsibility (CSR). CSR is primarily responsible for formulating and monitoring the implementation of the framework of Corporate Social Responsibility, other policies under Business Responsibility Policy and to look into sustainability matters related to overall governance. Constitution and attendance of each Member at the Corporate Social Responsibility (CSR) meeting held during the year two times (30/05/2014 and 22/12/2014):
9. WHISTLE BLOWER POLICY
As per the requirement of the Listing Agreement and the Companies Act, 2013, the company had constituted the Whistle Blower policy and the same has been disclosed on the website of the company (www.admanumfinance.com).
a) Disclosure on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that have potential conflict with the interests of the Company at large.
None of the transactions with any of the related parties were in conflict with the interest of the Company.
b) Details of non-compliance by the Company, penalties, and Strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
c) The Company is following the Whistle Blowing Policy and affirmation that no personnel have been denied access to the Audit Committee..
d) Details of compliance with mandatory requirement and adoption of the non mandatory requirement.
There is no instance of non-compliance by thacCompany and no penalties, strictures etc. imposed on the Company by the
Stock Exchange, SEBI or any other statutory authority, on any matter related to capital markets, during the last three years.
MEANS OF COMMUNICATION
The quarterly and half yearly financial results of the Company are, in compliance of Clause 41 of the Listing Agreement, published in the Free Press (English edition) and Choutha Sansar (Hindi edition), a local vernacular news edition at the place where the registered office of the Company is situated.
The Company's Quarterly and Half yearly results in addition to being published in the newspapers are also provided on receipt of an individual request from the shareholders.
Results and Annual Reports of the Company are displayed on the Company's Website: www.admanumfinance.com The Annual Report is posted individually to all the members entitled to receive a copy of the same.
8 GENERAL SHAREHOLDER INFORMATION
Annual General Meeting
Day, date, time & venue : Wednesday, the 30th day of September 2014 at 11.00A.M. Hotel Surya 5/5 Nath Mandir Road, Indore - 452 001 (M.P.)
Financial Year :
31st March 2013-2014
Financial Calendar (tentative)
Results for the 1st Quarter : Last week July 2015
Results for the 2nd Quarter : Las t week of November 2015
Results for the 3rd Quarter : Last week of Febuary 2016
Results for the 4th Quarter : Last week of May 2016
Date of Book closure :
24/09/2015 to 30/09/2015 (both days inclusive).
25/09/2015 to 29/09/2015 (both days inclusive).
Dividend Payment Date (Tentative)
Within 30 days from the date of AGM
Listing on Stock Exchanges & Code
The BSE Ltd., Code 511359
Demat ISIN Number
INE 556 D 01017
Registrar and Transfer Agents
For Physical & D-mat Shares :
M/s Ankit Consultancy Pvt. Ltd.
Plot No. 60, Electronic Complex, Pardeshipura, Indore - 452 010 (M.P.)
Ph.: 91-731-2491298, 2551745 Fax: 91-731-4065798
E-mail: firstname.lastname@example.org email@example.com
Share Transfer System
The shares lodged for transfer in physical form are processed and the share certificates returned after transfer within a period of 10 to 15 days from the date of receipt, subject to the documents being valid and complete in all respects. All requests for dematerialization of securities are processed and the confirmation is given to the depositories within 15 days.
Dematerialization of Shares
The Company's shares are required to be compulsorily traded in the Stock Exchanges in dematerialized form.
9. ADDRESS FOR CORRESPONDENCE
"Agarwal House", Ground Floor, 5, Yeshwant Colony, Indore - 452 003 (M.P. )
Ph.: 91-731-2538874, 2431709, 2539575 Fax: 91-731-4030009
E-mail: firstname.lastname@example.org Web-Site: www.admanumfinance.com
17. COMPLIANCE OFFICER
CS Mohd. Raees Sheikh
Email id is _ email@example.com
By Order of the Board
Ad-Manum Finance Limited
sd/- (Vinod Kumar Agarwai) Director & Chairman DIN-00136613
sd/- (Jayanta Nath Choudhury) Director-ln-Charge & CEO DIN-00136766
"Agarwai House", Ground Floor 5, Yeshwant Colony, YN Road INDORE-452003 (M.P.)