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Fact Enterprise Ltd.

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Fact Enterprise Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

1. Company's Philosophy on code of Corporate Governance:

In the era of good corporate governance, your Company believes in attainment of highest levels of transparency in all facets of its operations. The Company is committed to maximize the shareholders value by adopting the principles of good corporate governance in line with provisions stipulated in the listing agreement.

2. Board of Directors:

Meetings and Attendance:

During the year ended 31st March 2015, 8 (Eight) Board Meetings were held on the following Dates: 11th May, 2014, 08th June, 2014, 13th August, 2014, 02nd November, 2014, 23rd November, 2014, and 15th February, 2014.

3. Committees of the Board:

(a) Audit Committee: Terms of Reference:

The role of the Audit Committee broadly includes periodic discussions with the statutory Auditors concerning the accounts of the Company and internal control systems, recommending appointment /removal of statutory auditors and fixing their remuneration, reviewing the financial statement before submission to the Board, reviewing adequacy of internal control systems.

Composition & Meeting:

The Audit Committee consists of the following Directors:

1. Mr. Kunal Patil Chairman (Independent & Non Executive Director)

2. Mr. Sammiullah Khan Member (Independent & Non Executive Director)

The managing Director is a permanent invitee to the Audit Committee.

During the year ended 31st March 2015, meetings of the Audit Committee were held on the following dates: 29th June 2014, 27th July 2014, 26th October 2014, 1st Feb. 2015.

The attendances of the members of the meeting were as follows:

 (b) Remuneration Committee:

The Remuneration Committee of the Company has been constituted in the following manner:

1. Mr. Kunal Patil Chairman (Independent & Non Executive Director)

2. Mr. Sammiullah Khan Member (Independent & Non Executive Director)

The role of the Committee is to consider the Company's policy on specific remuneration packages for Executive Directors and determine the same within the overall limits provided in the Companies Act 1956. The decisions of the Committee are placed before the Board of Directors at the next meeting for approval.

(c) Investor Grievance Committee and Share Transfer Committee:

(i) Terms of Reference:

The existing Share Transfer Committee of the Company has been constituted as the Investor Grievance and Share Transfer Committee. The brief terms of reference of the Committee include redressing shareholders and investor complaints like transfer and transmission of shares, non-receipt of Balance sheet, non-receipt of dividend etc. Approving transfer of shares transmission of shares, dematerialization of shares, issuance of duplicate share certificate, splitting and consolidation of shares etc.

5. Disclosures:

(i) Related Party Transactions:

The Company has entered into transactions in ordinary course of business with Managing

Director only and no other transactions with any other promoters, the Directors or the

management, their subsidiary or Relative etc. However, these transactions are such that they do not have any potential conflict with the interest of the Company.

(ii) Compliance by the Company:

The Company has complied with the requirements of the Stock Exchanges SEBI and other statutory authorities on all matters related to capital markets.

No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authorities.

The Company has obtained a certificate from Auditors of the Company regarding compliance with the provisions relating to the corporate governance laid down in clause 49 of the listing agreement with the Stock Exchanges. This certificate is annexed to the report.

6. CEO/CFO Certification:

A certificate from the Managing Director regarding the financial statements and accounting policies etc. of the Company was placed before the Board.

7 Means of Communication

1. In compliance with the requirements of Listing Agreement, the Company regularly intimates

un-audited as well as audited financial results to the Stock Exchanges immediately after they are taken on record by the Board and the same is published in the newspapers. The results are not sent individually to the shareholders.

2. Management Discussion and Analysis Report forms part of the Report of the Directors

8. General Shareholder Information:

(a) Annual General Meeting:

Date: 28th September, 2015

Time: 02.00PM

Venue: Krishna Vihar Chs, S V Road, J.V.P.D.Scheme, Andheri (West),Mumbai-400058

(b) Book Closures:

23rd September 2015 to 27th September 2015(both days inclusive).

(c) Financial Calendar for 2014-15

Financial Year Ending 31 st March 2015

First Quarter Results By July 2014

Second Quarter Results By October 2014

Third Quarter Results By January 2015

Fourth Quarter Results By April 2015

(d) Listing of Equity Shares

The Company's Shares is listed in the Bombay Stock Exchange.

(e) Stock Code:

The Stock Exchange, Mumbai (BSE) 511668

Under depository system, the International Securities Identification No (ISIN) allotted to the Company's Share is INE 923D01019

(g) Registrar & Share Transfer Agent:

M/s Big Share Services Private Ltd is the Registrar & Share Transfer Agent of the Company.

Correspondence Address:

M/s Big Share Services P. Ltd,

E/2, Ansa Industrial Estate, Saki-Vihar Road, Saki Naka, Andheri (East), Mumbai-400 072. Phone No.- 022-40430200

(h) Shareholding of Non Executive Directors

The shareholding in the Company by the Non Executive Directors in their own name is NIL

(i) Share Transfer System:

Presently the share transfers which are received in physical form are processed and the share certificates returned within a period of 10 to 15 days from the date of receipt, subject to the documents being valid and complete in all respects. As regards the dematerialized shares the same can be effected through the demat accounts of the transferor(s) and or transferee(s) maintained with the recognized Depository participants.

(i) Dematerialization of Shares:

The Company's shares are traded in the Stock Exchange in demat mode. As on 31st March 2015, 14,797,885 Equity shares of the Company forming 96.89% of the total shares of the Company stand dematerialized. It is advised to those shareholders, who still hold the shares in physical form to get their shares converted to DEMAT to avail various advantages such as quick delivery on transfers, minimizing the risk on loss in transit, bad deliveries etc.

9. Address for Correspondence:

Registered Office:

C-208, Crystal Plaza, Opp. Infinity Mall, New Link Rd, Andheri (W), Mumbai -400 053.

Compliance Officer: Mr. Rajiv Kashyap.

C-208, Crystal Plaza, Opp. Infinity Mall, New Link Rd,

Andheri (W), Mumbai - 400 053. E-Mail: fel 2006@rediffmail.com . Website: www.factent.com

For and on behalf of the Board of Directors

Sd/- Mr/RAJIV KASHYAP

CHAIRMAN & MANAGING DIRECTOR

Date : 1st September, 2015

Place: Mumbai