27 Apr 2017 | Livemint.com

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Finkurve Financial Services Ltd.

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Finkurve Financial Services Ltd. Accounting Policy

CORPORATE GOVERNANCE

I. Company's Philosophy

Your Company believes that sound ethical practices, transparency in operations and timely disclosures go a long way in enhancing long-term shareholders value while safeguarding the interest of all the stakeholders. It is this conviction that has led the company to make strong corporate governance values intrinsic in all operations. The Company is led by a distinguished Board, which includes independent directors. The Board provides a strong oversight and strategic counsel. The Company has established systems and procedures to ensure that the Board of the Company is well-informed and well-equipped to fulfill its oversight responsibilities and to provide management the strategic direction it needs to create long-term shareholders value.

II. Board of Directors Composition:

The Board of the Company has an optimum combination of Executive, Non Executive and Independent Directors. The Current strength of the Board includes one Women Director. The composition of the Board of the Directors is in conformity with the Code of Corporate Governance under the Listing Agreement. Details of the Directors and their directorships/memberships in Committees of other Companies (excluding Finkurve Financial Services Limited) are as under

Profile of Directors:

The brief profile of the Company's Board of Directors is as under:

(i) Mr. Ketan Kothari (DIN: 00230725)

Mr. Ketan Kothari is the Chairman & Non - Executive Director of the Company and have done MA in Finance & Investments from Nottingham University, UK and joined RiddiSiddhi Bullions Limited (RSBL) in 2003. He has been instrumental in the successful technical implementation of the futures trading division as well as RSBL Spot. He has been in the forefront in the launch of India's first structured product in the commodities market - RSBL Optionally Convertible Debentures (OCDs). Also, to address the growing demand of bullion investments, he introduced an innovative product called 'Bullion++' which is primarily targeted to HNIs and provides a dual income advantage. Mr. Ketan B. Kothari is now spearheading New Product Development and Innovation at Finkurve Financial Services Limited. He holds 5,34,51,230 equity shares in the Company.

(ii) Mr. Sachin Kothari (DIN: 03155884)

Mr. Sachin Kothari is an Executive Director of the Company and has done MBA in Strategy and Finance from Cass Business School, London. He is also a qualified Chartered Accountant from Institute of Chartered Accountants of India. He has an experience of over 7 years in the fields of Accountancy and Finance. Prior to joining Finkurve, he worked as a Senior Consultant in a Management Consulting Firm. Mr. Sachin Kothari is now actively involved in the day to day functioning and decision making at Finkurve Financial Services Limited.

(iii) Mr. Kamlesh Jain (DIN: 01588994)

Mr. Kamlesh Jain has an experience of over 12 years in the field of real estate. He has efficiently managed and completed several difficult projects as per schedule and within allocated budgets.

(iv) Mrs. Riddhi Tilwani (DIN: 06910038)

Mrs. Riddhi Tilwani is a Non-Executive Independent Director of the Company and is a qualified Company Secretary from the Institute of Company Secretaries of India. She has an experience of over 2 years in Secretarial and Compliance field.

Directors Resigned during the year:

Mr. Kishor Sangani (DIN: 02564181) Non-Executive Independent Director of the Company resigned from the Board w.e.f. 2nd July, 2014.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 13th February, 2015 to review the performance of Non-Independent Directors, Chairman and the Board as whole. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board and it's Committees which is necessary to effectively and reasonably perform and discharge their duties.

Induction & Training of Board Members:

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction program including the presentation on the Company's finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director.

Familiarisation programme for Independent Directors:

Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged for him / her wherein he / she is familiarised with the Company, their roles, rights and responsibilities in the Company, the code of conduct to be adhered, nature of the industry in which the Company operates, business model of the Company, meeting with the senior management team members, etc.

Evaluation of the Board's Performance:

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

III. Committees of the Board

As on 31st March 2015, the Company has Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Risk Management Committee.

To align with the requirements prescribed for such Board Committees under the provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement, during the year, the Board of Directors amended the terms of references, wherever required, of the Audit Committee, Nomination & Remuneration Committee, Changed the nomenclature of the Shareholders'/Investors' Grievances Committee by renaming it as Stakeholders' Relationship Committee and constituting Risk Management Committee. The details of these Committees are set out below.

1. Audit Committee

Composition

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls, etc. The Company Secretary of the Company acts as Secretary of the Committee.

Terms of reference:

The terms of reference of the Audit Committee are as per the guidelines set out in the listing agreement with the stock exchanges read with Section 177 of the Companies Act, 2013. These broadly includes (i) Develop an annual plan for Committee (ii) review of financial reporting processes, (iii) review of risk management, internal control and governance processes, (iv) discussions on quarterly, half yearly and annual financial statements, (v) interaction with statutory and internal auditors, (vi) recommendation for appointment, remuneration and terms of appointment of auditors and (vii) risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

(i) Matter included in the Director's Responsibility Statement.

(ii) Changes, if any, in the accounting policies.

(iii) Major accounting estimates and significant adjustments in financial statement.

(iv) Compliance with listing and other legal requirements concerning financial statements.

(v) Disclosures in financial statement including related party transactions,

(vi) Qualification in draft audit report.

(vii) Scrutiny of inter-corporate loans & investments.

(viii) Management's Discussions and Analysis of Company's operations.

(ix) Valuation of undertakings or assests of the company, wherever it is necessary.

(x) Periodical Internal Audit Reports and the report of Risk Management Committee, if any.

(xi) Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies.

(xii) Letters of Statutory Auditors to management on internal control weakness, if any.

(xiii)Major non routine transactions recorded in the financial statements involving exercise of judgement by the management.

(xiv) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors considering their independence and effectiveness, and recommend the audit fees.

(xv) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

Nomination & Remuneration Committee (formerly Remuneration Committee): Composition

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.

As on 31st March, 2015 the committee comprises of three directors, all of whom are non-executive directors and majority of them are independent. Chairman of the committee is an independent director

Terms of Reference:

i.) To identify persons who are qualified to become directors and who may be appointed in senior management level in accordance with the criteria laid down in the Nomination & Remuneration policy.

ii.) To recommend to the Board, appointment and removal of the directors and evaluation of every director's performance as laid down in the Nomination & Remuneration policy.

iii.) To formulate the criteria for determining qualifications and positive attributes of the Directors.

iv.) To deal with the matters relating to the remuneration payable to Whole time Directors, Key Managerial Personnel and Senior Management Executives and commission, if any, to be paid to Non-Executive directors, apart from sitting fees.

v.) To review the overall compensation policy, service agreement and other employment conditions of Whole time Directors, Key Managerial Personnel and Senior Management Executives which include the employees designated as Vice-President and above (normally include the first layer of management below the Board level),

vi.) To deal with other matters as the Board may refer to the Nomination and Remuneration Committee ("the Committee") from time to time.

Nomination & Remuneration Policy:

Remuneration of Whole-time Directors, Key Managerial Personnel and Senior Executives of the Company:

The Company recognizes the competitive nature of the current labour market and this requires the Company to provide competitive remuneration offering to directors and employees to ensure that a high caliber of staff is attracted to the Company and retained once they have gained experience. The Company further acknowledges that it can only excel in service delivery through the exceptional performance of its people and that the remuneration offering to the directors and employees plays a substantial motivational role when exceptional performance is compensated with exceptional rewards. The Remuneration of Whole time Directors, Key Managerial Personnel and Senior Executives of the Company are decided based on certain pre-determined criteria and as per the recommendation of the Committee. The Company pay remuneration to Whole time Directors, Key Managerial Personnel and Senior Executives by way of salary, allowances (fixed component) based on the recommendation of the Committee and approval of the Board of Directors and shareholders, if applicable.

Guaranteed Portion of Remuneration: Whole time Director, Key Managerial Personnel and employees are receiving guaranteed portion of their total package on a monthly basis.

Non-Executive Independent Directors:

Mrs. Riddhi Tilwani, Non-Executive Independent Director is being paid sitting fees of Rs. 4,000 for every Meeting of the Board or the Committee attended (except for Stakeholders Relationship Committee) and reimbursement of expenses, if any incurred by her. Other Non-Executive Independent Directors are reimbursed for their expenses, if any incurred by them.

Disclosures regarding appointment/re-appointment of Directors

The details of the Directors who are being appointed/ reappointed are provided in the Notice to the Annual General Meeting.

3. Stakeholders' Relationship Committee (formerly Investors Grievance Committee): Terms of Reference

During the year under review, the nomenclature of this Committee was changed from Investors' Grievance Committee to the Stakeholders' Relationship Committee. The Committee focuses primarily on monitoring and ensuring that all investor services operate in an efficient manner and that shareholder and investor grievances / complaints including that of all other stakeholders are addressed promptly with the result that all issues are resolved rapidly and efficiently.

Composition

As on 31st March, 2015, the Committee comprises of three members. Mr. Ketan Kothari, Non-Executive Director as Chairman, Mr. Kamlesh Jain, Independent Director and Mrs. Riddhi Tilwani, Independent Director as Members.

VI. Disclosures

(i) Related Party Transactions

There are no transactions of materially significant nature that have been entered into by the Company with the Promoters, Directors, their relatives and the Management and in any Company in which they are interested, that may have potential conflict with the interest of the Company. Transactions with related parties entered into by the Company in the normal course of business are periodically placed before the Audit Committee for review. Members may refer to the notes to the accounts for details of related party transactions. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement.

This Policy was considered and approved by the Board at its Meeting held on 12th November, 2014. The policy has also been uploaded on the website of the Company at www.finkurve.com

(ii) Disclosure of Accounting Treatment

The Company has followed the treatment laid down in the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in the preparation of financial statements. There are no audit qualifications in the Company's financial statements for the year under review.

(iii) Compliance

The Company has complied with the requisite regulations relating to capital markets. No Penalties/ strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authority on any matter related to capital market during the last three years.

(iv) Whistle Blower Policy

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors

and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. The Whistle-blower Policy is placed on the website of the Company.

(v) Disclosure on Sexual Harassment of Women at Workplace:

Our Company doesn't have any female employee and as such no Sexual Harassment Policy has been adopted till date.

(vi) Prevention of Insider Trading Code:

As per SEBI (Prevention of Insider Trading) Regulation, 1992, as amended, the Company has adopted a Code of Conduct for Prevention of Insider Trading. All the Directors, employees at Senior Management and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The Compliance Officer is responsible for setting forth procedures and implementation of the code for trading in Company securities. During the year under review there has been due compliance with the said code.

(vii) Material Subsidiary policy

The Company has framed policy for determining "material subsidiaries" to ensure that Board of Directors has overall supervision of functioning of Subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy has also been uploaded on the website of the Company at www.finkurve.com

(viii)CEO/CFO Certification

The certificate pursuant to the provisions of Clause 49 of the listing agreement certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company's affairs is annexed and forms part of the Annual Report.

(ix) RISK MANAGEMENT

The Company has laid down the procedures to inform the Board members about the risk assessment and minimization procedures and the Board has also formulated Risk Management Policy to ensure that the critical risks are controlled by the executive management.

The Management Discussion & Analysis Report forms part of the Annual Report.

VII. Details of Compliance with mandatory requirements and adoption of non- mandatory requirements

The Company has complied with the applicable mandatory requirements of Clause 49 of the Listing Agreement. The Company has adopted following non-mandatory requirements of Clause 49 of the Listing Agreement.

Adoption of Non-Mandatory Requirements

i. Shareholder Rights

As the quarterly and half yearly financial performance are published in the newspapers and are also posted on the Company's website, the same are not being sent to the shareholders.

ii. Audit Qualifications

The Company's financial statement for the financial year 2014-15 does not contain any audit qualification.

iii. Reporting of Internal Auditor

The Internal Auditor of the Company is an invitee to the Audit Committee Meeting and they report their findings of the internal audit to the Audit Committee.

VIII. Means of Communication

The Board of Directors of the Company approves and takes on record the quarterly, half yearly and annual results and announces forthwith results to all the Stock Exchanges, where the shares are listed. The results are published normally in The Financial Express (English) and Mahanayak (Marathi).

The results are also displayed on the Company's website at www.finkurve.com and also uploaded on the website of the BSE Limited.

All information and matters which are material and relevant to shareholders are intimated to the BSE Limited, where the securities of the Company are listed

IX. General Shareholder Information

1. Annual General Meeting

Date Time 30th September, 2015 2.00 p.m.

Venue : Office No. 114, 11th Floor, Mittal Chambers, Opp. INOX Theatre, Nariman Point, Mumbai - 400 021.

2. Financial Calendar (Tentative)

Financial Year of the Company 1st April, 2015 to 31st March, 2016.

Results for the Quarter ending:

30th June, 2015  : On or before 14th August, 2015.

30th September, 2015 : On or before 14th November, 2015

31st December, 2015 : On or before 14th February, 2016

31st March, 2016 :  On or before 30th May, 2016.

Date of book Closure: Monday, 24th September, 2015 to Wednesday, 30th September, 2015 (Both days inclusive)

Dividend Payment Date:

The Company has not declared any dividend for the year under review.

Listing of Equity Shares on the Stock Exchange

1. BSE Limited. P. J. Towers, Dalal Street, Fort, Mumbai - 400 001

Listing Fees as applicable have been paid.

Stock code/Symbol

(a) Stock Exchange : BSE Limited

(b) Stock Code Ltd. : 508954

(c) Demat ISIN Number in NSDL & CDSL: INE734I01027 for Equity Shares

9. Registrar and Share Transfer Agents:

Shareholders correspondence should be addressed to the Registrar and Share Transfer Agents of the company at the following Address:

Sharex Dynamic (India) Private Limited, Unit-1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (E), Mumbai - 400 072 Tel No.: 91(022) 2264 1376  Fax No.: 91(022) 2270 2485  E-mail : investor@sharexindia.com  Web : www.sharexindia.com  

10. Share Transfer System:

The power to approve the transfer of securities has been delegated by the Board to the Share Transfer Agents. Share transfer requests are processed within an average of 15 days from the date of receipt. It should be noted that:

-- The authority relating to share transfers has been delegated to the Stakeholders' Relationship Committee.

-- The Board has authorised the Registrar & Share Transfer Agents to approve all routine transfers and transmissions of shares which are affected within 15 days.

-- As required by Clause 47(c) of the Listing Agreements entered into by the Company with the Stock Exchanges, a certificate is obtained every six months from a Practicing Company Secretary with regard to, inter alia, effecting transfer, transmission, sub-division, consolidation, renewal and exchange of equity shares within 15 days of their lodgment. The certificate is also forwarded to BSE where the equity shares of the Company are listed.

14. Outstanding GDRs/ADRs/Warrants or any convertible Instruments

As of date the Company has not issued these types of securities.

15. Reconciliation of Share Capital Audit Report

As required under Regulation 55A of SEBI (Depositories and Participants), Regulations, 1996, the Reconciliation of Share Capital on the total admitted capital with National Securities Depository Limited ("NSDL") and Central Depository Services (India) Ltd. ("CDSL") and in physical form for each of the quarters in the financial year ended 31st March, 2015 was carried out by a Practising Company Secretary whose reports were submitted with the Stock Exchanges at the end of every quarter. The reports were also placed periodically before the Board of Directors at its Board Meetings.

17. Registered Office

Office No. 114, 11th Floor, Mittal Chambers, Opp. INOX Theatre, Nariman Point, Mumbai - 400 021

18. Address for correspondence:

Shareholders should address correspondence to the Company's Registrars and Share Transfer Agents at the address mentioned below. Shareholders could also contact the Registered Office of the Company at the address mentioned above.

Sharex Dynamic (India) Private Limited, Unit-1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road, Andheri (E), Mumbai - 400 072  Tel No.: 91(022) 2264 1376 Fax No.: 91(022) 2270 2485 E-mail : investor@sharexindia.com Web : www.sharexindia.com

X. Subsidiary Companies

The Company has two material non listed Indian subsidiary Companies. The requirement of appointing Independent Director of the Company on the Board of Directors of the subsidiary Company has been duly complied with. The requirements of the Clause 49 of the Listing Agreement with regard to subsidiary companies have been complied with.

XI. Unclaimed Dividends

The Company has not declared any dividend and so there is no unclaimed dividend as on date.

XII. Practicing Company Secretary's Certificate on Corporate Governance:

As required under clause 49 of the Listing Agreement, M/s. Mayank Arora & Co., Practicing Company Secretary has verified the compliance of the Corporate Governance norms by the Company. Certificate issued by him in this regard is annexed hereto.