27 Apr 2017 | Livemint.com

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Crest Ventures Ltd.

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  • BSE Code: 511413
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  • NSE Code: CREST
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Crest Ventures Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

OUR CORPORATE GOVERNANCE PHILOSOPHY

Good Governance is a key to sustainable growth and development and at Crest Ventures Limited, we believe in maintaining high standards of governance, integrity and transparency in our system and abiding by the law not only in letter but also in spirit. We believe that a robust Corporate Governance system lays down a strong foundation for the attainment of the long term vision and goals of the Company. Our philosophy on Corporate Governance is the reflection of our values and the continued commitment towards following good and ethical practices in our organisation. A good Corporate Governance is an integral and ongoing system to retain and maintain the trust and confidence of its stakeholders and creating a long term value for our shareholders.

At Crest Ventures Limited, the Corporate Governance system aims to promote and maintain integrity, transparency and accountability at all the levels of the organisation. The Board of Directors is responsible and committed for sound principles of Corporate Governance in the organisation. The Board plays a very crucial role in upgrading the systems, policies, processes and frameworks in order to effectively meet the challenges of rapid growth in a dynamic business environment.

The core of the Company's business falls into three segments viz. real estate, financial services and investment in businesses and credit. Our disclosure always seeks to attain the best practices in Corporate Governance. We endeavour to enhance the long-term shareholder's value and respect the rights of the smallest shareholder in all our business decisions.

I. BOARD OF DIRECTORS

A. Composition of the Board:

The Board of Directors of your Company has an optimal combination of expertise, talent, experience, knowledge and independence. The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") prescribes that where the Company is having a non-executive chairperson, the Board should have at least one - third of the board of directors as independent directors. As on March 31, 2016, the Board had five members, out of which one is an Executive Director and one is a Non-executive Non-independent Director, while the remaining three are Independent Directors which also includes a woman Director. The composition of the Board of Directors is in conformity with Regulation 17 of the SEBI Listing Regulations and Section 149 of the Companies Act, 2013. The Board of Directors is chaired by a Non Executive Chairman. The Board periodically reviews its composition and size and evaluates the need for change, if required. There is no relationship between Directors inter-se.

None of the Directors of the Company hold directorship in more than 10 public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he or she is a Director. Disclosures to this effect have been received by the Company from all its Directors.

B. Independent Directors:

The Non-Executive Independent Directors fulfill the criteria of independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and meet with the requirements of Regulation 16(1) of the SEBI Listing Regulations. A formal letter of appointment to the Independent Director as provided in the Companies Act, 2013 and the SEBI Listing Regulations has been issued to them. The terms and conditions of the letter of appointment along with the detailed profile of the Independent Directors are uploaded on the website of the Company at www.crest.co.in <http://www.crest.co.in>

Independent Directors have an independent standing in their respective field / profession, and who effectively contribute to the Company's business and policy decisions of the Company. Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets with the criteria of independence as provided under the Companies Act, 2013.

Independent Directors meet at least once in every financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted informally to enable Independent Directors to discuss, review and assess performance of Executive Directors, Chairman and that of the Board as a whole. It also enables to ascertain communication and coordination processes being followed at Board and management levels so that any lapses can be rectified.

A separate meeting of the Independent Directors was held on February 08, 2016 to discuss inter alia:

a) The performance of the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors;

b) The performance of the Non-Independent Directors and the Board as a whole;

c) The quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

There are no material pecuniary relationships or transactions between the Independent Directors and the Company, except for the sitting fees drawn by them for attending the meeting of the Board and Committee(s) thereof. None of the Non - Executive Directors hold any shares in the Company.

C. Familiarisation Programme for Board Members:

The Board members are updated on a quarterly basis on the relevant statutory changes. They are also updated on all business related issues and new initiatives. At the time of appointing a Director, a formal letter of appointment is given to him / her, which inter alia explains their roles, functions, duties and responsibilities as a Director of the Company. The Director is explained in detail the compliance required from him / her under the Companies Act, 2013, relevant regulations of the SEBI Listing Regulations and other relevant regulations.

The Managing Director personally interacts with the newly appointed Director to familiarise him / her with the Company's operations. Further, the Company has put in place a system to familiarise the Independent Directors about the Company, its business and the on-going events relating to the Company.

The brief details of the familiarisation programme formulated for Board members are uploaded on the website of the Company and can be accessed at www.crest.co.in

D. Board Meetings and Annual General Meeting:

During the financial year 2015-16, 5 (five) meetings of the Board of Directors of the Company were held and the maximum gap between two meetings did not exceed one hundred and twenty days. The Board meets at least once in every quarter to review the quarterly results and other items on the Agenda.

E. Code of Conduct:

The Board has laid down the code of conduct for all the Board members and the senior managerial personnel of the Company, which is in compliance with Regulation 26 of the SEBI Listing Regulations and the same has been posted on the website of the Company at www.crest.co.in .

All the Board members and senior managerial personnel of the Company have affirmed compliance with the Code of Conduct framed by the Board and a declaration signed by the Managing Director to this effect as required under Regulation 34(3) of the SEBI Listing Regulations forms part of the Annual Report for the financial year 2015-16.

II. AUDIT COMMITTEE

A. Constitution of the Audit Committee:

The Audit Committee of the Company is in alignment with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulations. The Company has an Audit Committee consisting of qualified members. The Committee comprises of three Non-Executive Directors out of which two are Independent Directors as on March 31, 2016.

The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. All the members of the Audit Committee are financially literate and have experience in financial management.

The Company Secretary acts as Secretary to the Committee.

The Audit Committee, during the financial year 2015-16, has approved related party transactions along with granting omnibus approval in line with the Policy of Dealing with Related Party Transactions and the applicable provisions of the Companies Act, 2013 and the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Committee met 4 (four) times during the financial year 2015-16 i.e. on May 05, 2015, August 10, 2015, November 05, 2015 and February 08, 2016.

The gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.

The Audit Committee is responsible for monitoring the financial reporting, audit process, supervision of the internal controls and, inter alia, performs the following functions:

a) 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;

b) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d) Reviewing and examining the quarterly financial results with the management before submission to the Board;

e) Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the Board for approval, with particular reference to:

i) 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 Act.

ii) Changes, if any, in accounting policies and practices and reasons for the same.

iii) Major accounting entries involving estimates based on the exercise of judgment by Management.

iv) Significant adjustments made in the financial statements arising out of audit findings.

v) Compliance with listing and other legal requirements relating to financial statements disclosure of any related party transactions.

vi) Qualifications in the draft audit report.

f) 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 utilised 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;

g) Review and monitor the auditors' independence and performance, and effectiveness of audit process;

h) Approval or any subsequent modification of transactions of the Company with related parties;

i) Scrutiny of inter - corporate loans and investments;

j) Valuation of undertakings or assets of the Company, wherever it is necessary;

k) Evaluation of internal financial controls and risk management systems;

l) Establish a vigil mechanism for Directors and employees to report genuine concerns in such manner as may be prescribed.

The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the Company.

The Audit Committee shall review the information required as per SEBI Listing Regulations.

The Audit Committee invites such of the executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings.

In terms of the Insider Trading Code adopted by the Company in the financial year 2015-16, the Committee also considers the following matters:

i) To approve policies in relation to the implementation of the Insider Trading Code and to supervise implementation of the Insider Trading Code.

ii) To note and take on record the status reports detailing the dealings by designated persons in securities of the Company, as submitted by the Compliance Officer on a quarterly basis.

iii) To provide directions on any penal action to be initiated, in case of any violation of the Regulations by any person.

The Company Secretary was appointed as the Compliance Officer by the Board to ensure compliance and effective implementation of the Insider Trading Code.

The previous Annual General Meeting ("AGM") of the Company was held on September 15, 2015 and was attended by Mr. Vasudeo Galkar, Chairman of the Audit Committee.

B. Attendees:

The Chief Financial Officer, the Internal Auditors and the Statutory Auditors remain present as invitees for the meetings of the Audit Committee. The Company Secretary acts as the Secretary to the Committee.

III. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in line with Regulation 19 of SEBI Listing Regulations read with Section 178 of the Companies Act, 2013.

The broad terms of reference of the nomination and remuneration committee are as under:

a) Recommend to the Board the setup and composition of the Board and its committees, including the "formulation of the criteria for determining qualifications, positive attributes and independence of a Director." The Committee will consider periodically reviewing the composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

b) Recommend to the Board the appointment or reappointment of Directors.

c) Devise a policy on Board diversity.

d) Recommend to the Board appointment of Key Managerial Personnel ("KMP" as defined by the Act) and executive team members of the Company (as defined by this Committee).

e) Carry out evaluation of every Director's performance and support the Board and Independent Directors in evaluation of the performance of the Board, its committees and individual Directors. This shall include "Formulation of criteria for evaluation of Independent Directors and the Board". Additionally the Committee may also oversee the performance review process of the KMP and executive team of the Company.

f) Recommend to the Board the Remuneration Policy for Directors, executive team or Key Managerial Personnel as well as the rest of the employees.

g) On an annual basis, recommend to the Board the remuneration payable to the Directors and oversee the remuneration to executive team or Key Managerial Personnel of the Company.

h) Oversee familiarisation programmes for Directors.

i) Oversee the Human Resource philosophy, Human Resource and People strategy and Human Resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the Board, Key Managerial Personnel and executive team).

j) Provide guidelines for remuneration of Directors on material subsidiaries.

k) Recommend to the Board on voting pattern for appointment and rémunération of Directors on the Boards of its material subsidiary companies.

l) Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter. Meeting and Attendance:

The Nomination and Remuneration Committee met only once during the financial year 2015- 2016 on October 31, 2015 and the necessary quorum was present at the meeting.

Mr. Vasudeo Galkar, Member, duly authorised by the Chairman of the Committee was present at the last Annual General Meeting to answer the queries of the Shareholders'.

IV. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Nomination and Remuneration Committee has laid down the evaluation criteria of every Director including the Independent Director and the Board. The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. Structures, questionnaires were prepared after circulating the draft forms, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board's culture, level of contribution in Board processes, safeguarding and promoting interests of the Company and shareholders, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Chairman and Managing Director and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board has constituted the Stakeholders Relationship Committee comprising of two members viz; Mr. Vijay Choraria, Executive Director and Mr. Mahesh Shirodkar, Non-Executive Director. Mr. Mahesh Shirodkar is the Chairman of the Committee. The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations.

The Committee met 4 (four) times during the financial year 2015-16 on April 10, 2015, July 22, 2015, October 23, 2015 and January 20, 2016.

The Company has appointed, Link Intime India Private Limited as its Registrar and Share Transfer Agent (RTA). The Company Secretary acts as a Compliance Officer of the Company for complying with the requirements of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 1992 and oversees the functioning of the RTA.

During the year under review, the investor complaints received by the Company and its RTA were of general nature, which were resolved to the satisfaction of the Shareholders.

All Shareholder / Investor complaints were redressed within the time frame prescribed by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there were no pending requests for the financial year ended March 31, 2016.

The Secretarial Department of the Company and Link Intime India Private Limited (RTA) attends all the grievances of the shareholders received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. The minutes of the Stakeholders Relationship Committee meetings are circulated to the Board of Directors and noted by them at their meetings.

Mr. Vijay Choraria, Member, duly authorised by the Chairman of the Committee was présent at the last Annual General Meeting to answer the queries of the Shareholders'.

VII. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The composition of the CSR Committee is in alignment with the provisions of Section 135 of the Companies Act, 2013. The Committee met only once during the financial year 2015-16 on February 08, 2016.

The Company Secretary acts as the Secretary to the Committee.

The CSR Committee is empowered, pursuant to its terms of reference, inter alia, to:

1. Recommend the amount of expenditure to be incurred on the activities;

2. Monitor implementation and adherence to the CSR Policy of the Company from time to time;

3. Prepare a transparent monitoring mechanism for ensuring implementation of the projects / programmes / activities proposed to be undertaken by the Company; and

4. Such other activities as the Board of Directors may determine from time to time.

The CSR Policy has been placed on the website of your Company and can be accessed at www.crest.co.in  

VIII. AFFIRMATIONS AND DISCLOSURES

a) Related party transactions:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations during the financial year were entered in the ordinary course of business and on arm's length basis. There were no materially significant transactions with the related parties during the financial year. Related party transactions have been disclosed under the significant accounting policies and Notes forming part of the financial statements in accordance with "Accounting Standard 18". A statement in summary form of transactions with related parties in the ordinary course of business and arm's length basis is periodically placed before the Audit Committee for its review and recommendation to the Board for their approval.

None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the ordinary course of the business and have no potential conflict with the interest of the Company at large and are carried out on an arm's length basis.

The Company has formulated a policy on dealing with related party transactions and a policy on materiality of related party transactions and the same has been uploaded on the website of the Company at www.crest.co.in .

b) Prevention of Insider Trading:

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has formulated a code of fair disclosure and conduct for prevention of insider trading.

c) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets, during last three years:

The Company has complied with all the requirements of the Listing Agreements entered into with the Stock - Exchanges as well as the regulations and guidelines of SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non - compliance of any matter related to the capital markets during the last three years.

d) Whistle Blower Policy:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated a Whistle Blower Policy for vigil mechanism for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company's Code of Conduct. The mechanism provides for adequate safeguards against victimisation of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee and no personnel of the Company have been denied access to the Audit Committee. The policy is available on the website of the Company at www.crest.co.in  

e) Disclosure of Accounting Treatment:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

f) Risk Management:

Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined by the Risk Management Committee.

g) Non-mandatory requirements:

Adoption of non-mandatory requirements of the SEBI Listing Regulations is being reviewed by the Board from time-to-time.

h) Compliance with Corporate Governance Code / Regulations:

The Company has complied with Corporate Governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46.

IX. DIVIDEND

The Board of Directors at their meeting held on May 14, 2016 recommended a dividend payout, subject to approval of the Shareholders at the ensuing Annual General Meeting of Rs.0.50 per share, on equity shares of the Company for the financial year 2015-16. The dividend shall be paid to the Members whose names appear on the Company's Register of Members as on July 30, 2016 in respect of physical shareholders. In respect of demat Shareholders dividend will be payable on the basis of beneficial ownership as per details furnished by NSDL / CDSL. The dividend, if declared at the Annual General Meeting shall be paid on or after August 08, 2016.

Unclaimed Dividend:

Section 124 of the Companies Act, 2013 (Section 205A of the Companies Act, 1956) mandates that companies transfer dividend that has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Shareholders are requested to ensure that they claim the dividend(s) from your Company before transfer of the said amounts to the IEPF.

X. SUBSIDIARY COMPANIES

During the year under review, the Company has the following unlisted subsidiaries:

a) Caladium Properties Private Limited

b) Crest Residency Private Limited

c) Crest Wealth Management Private Limited (Formerly Known as ITI Wealth Management Private Limited)

d) ITI Capital Holdings Private Limited (Refer Note 1)

e) Intime Spectrum Commodities Private Limited

f) ITI Securities Limited (Refer Note 1)

g) Prebon Yamane (India) Limited

Note:

1. ITI Securities Limited, subsidiary of ITI Capital Holdings Private Limited amalgamated with ITI Capital Holdings Private Limited and ITI Capital Holdings Private Limited, a wholly owned subsidiary of the Company amalgamated with the Company pursuant to the Composite Scheme of Amalgamation approved by the Hon'ble Bombay High Court on November 30, 2015 and filed with the Registrar of Companies on December 07, 2015 and December 08, 2015 respectively.

The Company has a significant presence in businesses like equity, debt, forex, commodities and for the purpose of consolidating its position in these areas, it has acquired controlling and majority stakes in the above mentioned companies.

All the subsidiaries of the Company are managed with their Boards having the rights and obligations to manage such companies in the best interest of their stakeholders. As a majority shareholder, the Company nominates its representatives on the Board of material unlisted subsidiary companies and monitors the performance of such companies inter alia by the following means:

a) Financial Statements of the unlisted subsidiaries are reviewed quarterly by the Audit Committee of the Company.

b) The minutes of the subsidiary companies are periodically placed before and reviewed by the Board of Directors of the Company.

c) Mr. Vasudeo Galkar, is also a Director on the Board of Crest Wealth Management Private Limited.

XI. COMPLIANCE OFFICER

The Company Secretary is the Compliance Officer for complying with the requirements of the Securities Laws and the SEBI Listing Regulations.

XIII. DISCLOSURES

a) The Board of Directors receives, from time to time, disclosures relating to financial and commercial transactions from key managerial personnel of the Company, where they and / or any of their relatives have personal interest. During the year, certain transactions have been entered into with the related parties. The details thereof have been set out in the Notes forming part to the financial statements. The transactions with related parties were undertaken in the ordinary course of business and on arm length's basis, which were not prejudicial to the interest of the Company.

b) The details of the related party transactions are placed before and reviewed by the Audit Committee of the Company.

c) All mandatory accounting standards have been followed in preparation of financial statements and no deviation has been made in following the same.

d) All the guidelines issued by SEBI and stock exchanges or other statutory authorities on capital markets have been followed properly and no strictures have been imposed against the Company in the last three years.

e) Risk assessment and minimisation procedures have been laid down by the Company and the same have been informed to the Board members. These procedures are periodically reviewed to ensure that the executive management controls risk through means of a properly defined network.

XIV. MEANS OF COMMUNICATION

During the year under review, the Company has published the unaudited quarterly financial results in newspapers and has uploaded the same on the website of the Company at www.crest.co.in .

The Company has also submitted the quarterly compliance reports to all the stock exchanges where its shares are listed, duly signed by the Compliance Officer and the Managing Director of the Company.

I Quarterly results :Published in The Financial Express (English) and Dainik Mumbai Lakshadeep (Marathi)

II Any website where displayed :www.crest.co.in

III Official news releases :Through press releases in leading newspapers in English and regional language in Maharashtra.

XV. DATE OF PUBLICATION OF QUARTERLY RESULTS IN THE NEWSPAPERS

1st Quarter ended June 30, 2015 August 11, 2015

2nd Quarter ended September 30, 2015 November 06, 2015

3rd Quarter ended December 31, 2015 February 09, 2016

4th Quarter ended March 31, 2016 (Audited) May 16, 2016

XVI. GENERAL SHAREHOLDER INFORMATION

1. Annual General Meeting

Thirty Fourth Annual General Meeting

Date Saturday, August 06, 2016.

Time 12:00 noon

Venue MVIRDC, World Trade Centre, Centre -1, First Floor, Centrum Hall,Cuffe Parade, Mumbai - 400 005.

2. Financial Year

1st April to 31st March

3. Financial calendar for the financial year commencing from April 01, 2016 and ending on March 31, 2017

The tentative calendar for the financial year 2016-17 is given below :

Results for the quarter ending June 30, 2016 August 2016

Results for the quarter ending September 30, 2016 November 2016

Results for the quarter ending December 31, 2016 February 2017

Results for the quarter ending March 31, 2017 May 2017

4. Date of book closure

July 31, 2016 to August 06, 2016 (both days inclusive).

5. Dividend payment date

On or after August 08, 2016.

6. Listing on stock exchanges

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

National Stock Exchange of India Limited (NSE) Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

7. Stock code

BSE - 511413 NSE - CREST

8. Demat ISIN in NSDL and CDSL for equity shares

INE559D01011

9. Listing Fees

The annual listing fees for the financial year 2015 - 16 have been paid to the BSE and NSE.

12. Registrar and share transfer agent

Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078. Telephone: 022 2596 3838.

13. Share transfer system

1. The share transfer work is handled by the registrar and share transfer agent of the Company i.e. Link Intime India Private Limited who are also having connectivity with the depositories viz. NSDL and CDSL.

2. The enquiries of the Shareholders are attended to on an immediate basis. Shares lodged for transfers are processed by the registrars and share transfer agent on fortnightly basis. Where requests for dematerialisation are received simultaneously, the same are also processed separately. However, where no specific request for dematerialisation is received, the physical certificates are sent back duly endorsed within a period of thirty days from the date of lodgment.

15. Outstanding GDRs /ADRs/Warrants Convertible Instruments

NIL

16. Dematerialisation of shares and liquidity

As on March 31, 2016 - 17,276,881 shares out of 17,370,000 shares of the Company have been dematerialised representing 99.46%. The Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby Shareholders have an option to dematerialise their shares with the depositories. The Shareholders who still continue to hold shares in physical form are requested to get their shares dematerialised at the earliest and avail of various benefits of dealing in securities in electronic / dematerialised form. For any further assistance or clarification, please contact M/s. Link Intime India Private Limited.

17. Reconciliation of Share Capital Audit Report

As stipulated by SEBI, a qualified Practising Company Secretary 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 is submitted to the Stock Exchanges on which the shares of the Company are listed. 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 with NSDL and CDSL) and total number of shares in physical form.

18. Address for correspondence

Shareholders can correspond at the Registered office of the Company at 4th Floor, Kalpataru Heritage, 127, M. G. Road, Fort, Mumbai - 400 001 and / or at Company's registrar and transfer agents.

19. Plant Locations

The Company is in service industry and hence does not have any plant base.

Company

Name Ms. Manasi Modak

(Company Secretary and Compliance Officer)

Telephone 022 - 4334 7050 Fax 022 - 4334 7002 022

Email Id secretarial@crest.co.in  

Registrars and share transfer agents

Mr. Dnyanesh Gharote (Assistant V. P Corp. Registry)

Ms. Nayna Wakle (Officer - Corporate Registry)

Telephone 022 - 2596 3838 Fax- 2596 2691

Email Id nayna.wakle@linkintime.co.in

XVII. COMPLIANCE CERTIFICATE OF THE AUDITORS

The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations, 2015 and the same is annexed to this Report.