27 Apr 2017 | Livemint.com

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Last Updated: Feb 20, 04:01 PM
Capman Financials Ltd.

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Capman Financials Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1. Company's Philosophy on Corporate Governance

The Company's philosophy on Corporate Governance envisages attainment of high levels of transparency, accountability and integrity in the functioning of the Company and the conduct of its business, its relationship with employees, stakeholders, creditors and customers. The Company places due emphasis on regulatory compliance and believes that its systems and actions must be integrated for enhancement of corporate performance resulting in the maximization of stakeholders' value in the long run.

2. Board of Directors

(a) The present Board consists of five directors of which two are independent directors.

(b) Directors Re-appointment and other particulars

Mr. Jagdishbhai K. Bodra retires by rotation and is eligible for re-appointment. He was appointed as Director of the Company on 31.03.2011. His'qualification is B.Sc (Chemistry) and has experience of over 20 years in textile business and other trades and industries.

Mr. Kautilbhai P. Patel retires by rotation and is eligible for re-appointment. He was appointed as Director of the Company on 31.05.2011. His qualification is B.Com. and has experience of over 18 years in Diamond business.

(c) Number of Board Meetings

During the financial year 2013-14, Seven Board Meetings were held as follows:

(i) 05th April, 2013, (ii) 30th May, 2013 (iii) 14th August, 2013 (iv) 30th September, 2013, (v) 12th November, 2013 (viii) 20th December, 2013 (ix) 14th February 2014.

(d) Code of Conduct

The Company has adopted a code of conduct for all the Board members and they have affirmed compliance with the same and a declaration to this effect is annexed hereto.

3. Audit Committee

(i) Terms of Reference

The broad terms of reference of the Audit Committee provides for all the matters specified in this regard in clause 49 of the listing agreement. This includes review of accounting and financial policies and practices, financial statements and reporting process and review of internal control and internal audit systems and meetings with statutory auditors and discussing their findings and suggestions.

(ii) Composition and Meetings

The Audit Committee consists of three non-executive directors of whom two were non-executive independent directors namely Mr. Hardik J. Desai and Mr. Kautilbhai P. Patel. Mr. Hardik J. Desai was designated as the chairman of the committee. The audit committee held four meetings during the financial year ended on March 31,2014 and Mr. Hardik J. Desai, Mr. Kautilbhai and Mr. Jagdishbhai K. Bodra attended all the meetings.

4. Remuneration Committee

The remuneration committee consisted of Mr. Jagdishbhai K. Bodra, Mr. Kautilbhai P. Patel and Mr. Mukeshbhai M. Italia. No remuneration and sitting fee (for attending Board and Committee meetings) were paid to any of the directors during the year.

5. Shareholders/Investors Grievance Committee

During the year, the Shareholders/ Investors Grievance Committee consisted of Mr. Jagdishbhai K. Bodra, a non-executive director as chairman and Mr. Mukeshbhai M. Italia and Mr. Kautilbhai P. Patel as the Members. The Shareholders/ Investors Grievance Committee held four meetings during the financial year ending March 31, 2014 and the same were attended by all the committee members:

Mr. Jagdishbhai K. Bodra has been designated as the Compliance Officer of the Company.

As per the quarterly reports received from the Registrar and Share Transfer Agents (RTA) namely Sharepro Services (India) Pvt. Ltd., only one complaint was received from the shareholder of the Company during the financial year 2013-14 and the same was processed and replied by the Registrar and Share Transfer Agents namely Sharepro Services (India) Pvt. Ltd. and also by the Company. There were no complaints pending as at the end of the year.

The number of share transfers received during the year under review and which remained pending at the end of the year were- Nil.

6. Disclosures

(a) There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large. Further the particulars of related party transactions as per the AS-18 have been annexed to the accounts of the Company.

(b) There were no recorded transactions, the accounting treatment of which was different from that prescribed in Accounting Standards.

(c) There has not been any instance of levy of any penalty by the Stock Exchange (s) or SEBI due to non-compliance of any matter related to capital markets during the last three financial years.

(d) CEO/CFO Certification - Mr. Jagdish K. Bodra, and Mr. Rameshchandra K Bodra director has given the required certification in this regard to the Board of Directors as provided in clause 49(V) of the Listing Agreement.

(e) The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement. The Company may also take up the non mandatory requirements of Clause 49 in due course of time.

7. Means of Communication (to the extent implemented)

The Company has regularly filed its Quarterly and Half-yearly and Yearly results with the relevant Stock Exchanges and published the same in newspapers viz. Business Standard and Mumbai Lakhswadeep.

The Management discussions and analysis is included and form part of the Directors Report for the year 2013-2014.

8. General Shareholders Information:

(a) Annual General Meeting

Date and time :

Saturday, 27th September, 2014 at 11.00 AM

Venue :

Hotel Brass Anchor, N. R. Karode Marg (Natakwala Lane) S.V. Road, Borivali (West), Mumbai-400 092

(b) Date of Book closure :

Saturday, 20th September, 2014 to Saturday,

27th September, 2014 (both days inclusive)

(c) Financial Calendar 2014-2015 (Tentative)

Financial Reporting for

Quarter ending 30th June, 2014 - August, 2014

Half year ending 30th September, 2014-November, 2014

Quarter ending 31st December, 2014 - February, 2015

Year ending 31st March, 2015 - May, 2015

(d) Listing of Equity shares on Stock Exchanges :

1. Bombay Stock Exchange Ltd., Mumbai (BSE)

2. Jaipur Stock Exchange Ltd., Jaipur (JSEL)

3. Madhya Pradesh Stock Exchange Ltd. Indore (MPSE)

(e) The Company has paid listing fees to the Bombay Stock Exchange Ltd. (BSE), Jaipur Stock Exchange Ltd. and Madhya Pradesh Stock Exchange Ltd. up to and for the financial year 2014-2015. The Company has also paid annual custodial fees to the NSDL and CDSL up to and for the financial year 2014-2015.

(e) Stock Exchange Code

Bombay Stock Exchange Ltd. (BSE) –

Scrip Code :511720

Demat ISIN Number :

INE 862D01019

(f) Registrar & Share Transfer Agents:

Sharepro Services (India) Pvt. Ltd.

13AB, Samhita Warehousing Complex, 2nd Floor Sakinaka Telephone Exchange Lane Off Andheri Kurla Road Sakinaka, Andheri (East) Mumbai- 400 072

M/s. Sharepro Services (India) Pvt. Ltd. is a SEBI approved Registrars and Share Transfer Agents and they are authorized for both physical and electronic transfers and dematerialization of shares and all matters related to shareholders records.

(g) Share Transfer System

The share transfer/s is normally effected within a period of 15 days by the RTA after complying with statutory requirements provided the documents being complete in all respects. The Company approves share transfers and other related matters as per the reports received from the RTA M/s. Sharepro Services (India) Pvt. Ltd.

(h) Dematerialization of Shares as on 31.3.2014

As at 31.03.2014, 82.25% of the Company's total Share Capital representing 2898400 equity shares was held in dematerialized form and the balance 17.75% representing 625400 shares were held in paper/physical form.

(i) Address for Correspondence:

Shareholders may write to the Registrars and Share Transfer Agents and / or to the registered office of the Company as per the details given below:

SHAREPRO SERVICES (INDIA) PVT. LTD.,

13AB, Samhita Warehousing Complex, 2nd Floor Sakinaka Telephone Exchange Lane Off Andheri Kurla Road Sakinaka, Andheri (East) Mumbai- 400 072

CAPMAN FINANCIALS LTD.

Registered Office: Office No. 19, 1st Floor Goyal Shopping Arcade S. V. Road Borivali (West) Mumbai - 400 092