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Kailash Auto Finance Ltd.

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Kailash Auto Finance Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

1. The Company's Philosophy on Code of Corporate Governance

In accordance with Clause 49 of the Listing Agreement with BSE and some of the best practices followed internationally on Corporate Governance, the report containing the details of corporate governance systems and processes at Kailash Auto Finance Limited is as follows:

Effective Corporate Governance practices constitute the strong foundation on which successful commercial enterprises are built to last. The company's philosophy on Corporate Governance oversees business strategies and ensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors, and the society at large. The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability in the management's higher echelons. The demands of corporate governance require professionals to raise their competence and capability levels to meet the expectations in managing the enterprise and its resources effectively with the highest standards of ethics.

2. Board of Directors

The Board of Directors as on the date consist of Five Directors out of whom 3 (Three) are Non Executive Directors. The Chairman of the Company is Executive Director. The composition of Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchange. The details of the Board of Directors as on 31st March, 2015 are as under:

Note:

a) Mr. Asmanja Deb ceased from Directorship with effect from 21 st November, 2014 due to his death.

b) Mr. Kailashchand Gupta resigned with effect from 20th September, 2014

c) Mr. Probir Kumar has been appointed with effect from 14th February, 2015

d ) Ms. Vanita Mansukh Parmar has been appointed with effect from 31 st March, 2015

The following table gives the number of outside directorships and the committee positions held by each of the Directors as on 31st March, 2015.

Board Meetings

The Board held 10(Ten) Meetings during the year 2014-2015 and the gap between two meetings did not exceed 120 days. The dates on which Board Meetings were held were 30th April, 2014, 30th May, 2014, 11th June, 2014, 14th August, 2014, 28th August, 2014, 22nd September, 2014, 14th November, 2014, 19th January, 2015, 14th February, 2015, 31st March, 201 5.

4. Committees of the Board

a) Audit Committee

Composition and AttendanceNote:

Mr. Asmanja Deb ceased from Directorship with effect from 21 st November, 2014 due to his death.

Mr. Kailashchand Gupta resigned with effect from 20th September, 2014

Mr. Probir Kumar has been appointed with effect from 14th February, 2015

Ms. Vanita Mansukh Parmar has been appointed with effect from 31 st March, 2015

The Members of the Audit Committee have requisite knowledge in the field of Finance, Accounts and Management. Minutes of each Meeting of Audit Committee are placed and discussed before the Board of Directors.

The representative of Statutory Auditors attended the meetings of Audit Committee.

The Audit Committee of the Board, inter alia, provides reassurance to the Board on the existence of an effective internal control environment that ensures:

• Efficiency and effectiveness of operations;

• Safeguarding of assets and adequacy of provisions for all liabilities;

• Reliability of financial and other management information and adequacy of disclosures;

• Compliance with all relevant statutes.

b)  Nomination and Remuneration Committee

Nomination and Remuneration Committee (NRC) was constituted by the Board in terms of reference as were specified in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Committee comprise of the following Directors as on 31st March, 2015:

Mr. Deepak Kunjbihari Dave... Independent Director

Mr. Dipan Patel Jesingbhai .... Independent Director

Mr. Babalu Prasad Keshari... Managing Director

The Key terms of reference of the Nomination and Remuneration Committee under clause 49 of the Listing Agreement are as under:

i. Formulate the criteria for determining qualifications, positive attributes and independence of a director.

ii. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial Personnel and Senior Management positions in accordance with the criteria laid down in this policy.

iii. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

Term/ Tenure

• Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Whole Time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

• Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on 1st October, 2014 or such other date as may be determined by the Committee as per regulatory requirement; he/ she shall be eligible for appointment for one more term of 5 years only. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

Remuneration to Director, KMP and Senior Management Personnel:

• Fixed pay:

The Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to P. F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Director/KMP and Senior Management in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

• Provisions for excess remuneration:

If any Director/KMP and Senior Management draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive / Independent Director:

• Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Act.

• Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rupees One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

• Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

• Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

c) Stakeholders Relationship Committee

The 'Stakeholders Relationship Committee' was constituted by the Board. The Committee is primarily responsible to review all matters connected with the Company's transfer of securities and redressal of shareholders' / investors' / security holders' complaints. The committee approves and monitors transfer, transmission, splitting, consolidation, dematerialization and rematerialization of shares. The Committee also monitors the implementation and compliance with the Company's Code of Conduct for prohibition of Insider Trading.

The Committee's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.

The Committee comprises of the following directors as on 31st March, 2015:

Mr. Dipan Patel Jesingbhai.... Independent Director

Mr. Deepak Kunjbihari Dave.... Independent Director

Mr. Babalu Prasad Keshari..Managing Director

During the year, the complaints received from the shareholders were resolved. Outstanding Complaints as on 31st March, 2015 were Nil.

The company has generally attended to the investors' grievances/correspondence within 15 days from the receipt of the same, except in cases that are constrained by disputes or legal impediments.

Shareholders' request for transfer/transmission of equity shares were effected within 15 days from the receipt of the same.

d) Independent Directors Meeting

During the year, separate Meeting of the Independent Directors was held on 27th March 201 5, without the attendance of Non-Independent Directors and members of the Management inter alia, to evaluate:

• Performance of Non-Independent Directors and the Board as a whole;

• Performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors;

• 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.

All the Independent Directors attended the Meeting.

5. Compliance Officer

Ms. Anchal Gupta was the company secretary and compliance officer till 15th May, 2015. With effect from15th May, 2015 Ms. Vidisha Gehani, Company Secretary, is the Compliance Officer for complying with requirements of Company Law, Securities Laws and Listing Agreements with Stock Exchanges and all other law which is applicable to the company.

9. Disclosures

• During the year, there were no materially significant related party transactions, i.e. transactions of the Company of material nature with its promoters, their subsidiaries, the Directors or the management or relatives, etc. that may have potential conflict with the interests of the Company at large.

• The Company has complied with the requirements of the Stock Exchanges/ SEBI and statutory authorities on all matters related to the capital markets from the period of its Listing at Stock Exchange. SEBI has impossed penalty on the company and the said penalty was paid by the company.

• The Managing Director has certified to the Board in accordance with Clause 49 IX of the Listing Agreement pertaining to CEO/ CFO certification for the Financial Year ended 31st March, 2015.

• The Company has a well defined risk management framework in place. The Company periodically places before the Audit Committee and the Board, the key risks and the risk assessment and mitigation procedures followed by the Company.

• The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

• The Company has followed the Accounting Standards laid down by The Companies (Accounting Standards) Rules, 2006 in the preparation of its financial statements.

• A certificate from the Managing Director on the Financial Statements of the Company was placed before the Board.

• Means of Communication

• Quarterly results are published in leading newspapers like The Financial Express (All India Edition) and Jansatta.

• The Company has its own website www.kailfin.com and all vital information relating to the company and its performance including financial results are posted on the website.

• Management Discussion and Analysis Report forms part of the Director's Report.

10. General Shareholders Information

a) Date, Time and Venue of Annual General Meeting:

The Company will hold its Thirtieth Annual General Meeting on Saturday, 26th September, 2015 at 11:00 AM. at Mehfil Restaurant, 16/12 Civil Lines, Near I G Police Residence, Kanpur-208 001, Uttar Pradesh

b) Financial Calendar (tentative and subject to change)

The Company expects to announce the Quarterly results for the year 2015-2016, as per the following schedule:

Financial Reporting for the quarter ending 30th June, 2015 : Within 45 days from the end of the quarter ending 30th June, 2015.

Financial Reporting for the quarter ending 30th S eptember, 2015 : Within 45 days from the end of the quarter ending 30th September, 2015.

Financial Reporting for the quarter ending 31st December, 2015 : Within 45 days from the end of the quarter ending 31st December, 2015.

Financial Reporting for the quarter ending 31st March, 2016 : Within 60 days from the end of the quarter ending 31st March, 2016.

c) Date of Book Closure

The Company's Register of Members and Share Transfer Book will remain closed from Tuesday, 22nd September, 2015 to Saturday, 26th September, 2015 (both days inclusive).

d) Dividend Payment Date

The Board of Directors has not recommended any dividend for the financial year 2014-2015.

e) Company Registration Details

The Company is registered in the State of Uttar Pradesh, India. The Corporate Identification No. (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is CIN: L65921UP1984PLC006829.

f) Listing on Stock Exchanges

The Company's Shares are listed on BSE. The requisite listing fees for 2015-16 has been paid in full to the exchange.

g) Stock Code

BSE: 511357 ISIN: INE410O01022

j) Registrar and Transfer Agents for shares held in Physical as well as Depository mode:

M/s. Maheshwari Datamatics Pvt Ltd 6, Mangoe Lane, 2nd Floor, Kolkata - 700001. West Bengal Ph -91-33- 22435029/5809 Fax - 91-33- 22484787 Email: - mdpl@cal.vsnl.net.in; mdpldc@yahoo.com

k) Share Transfer System

The Board has delegated the power of share transfer to Stakeholders Relationship Committee. The Committee holds meeting at regular intervals to consider all matters concerning transfer and transmission of Shares.

l) Secretarial Audit

• M/s Amit Jain & Associates, Practicing Company Secretaries have conducted a Secretarial Audit of the Company for the year 2014-15. Their Audit Report confirms that the Company has complied with the applicable provisions of the Companies Act and the Rules made there under, Listing Agreements with the Stock Exchanges, applicable SEBI Regulations and other laws applicable to the Company. The Secretarial Audit Report forms part of the Directors' Report.

• A Company Secretary in practice carries out a half-yearly Reconciliation of Share Capital Audit, to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital. The audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).

o) Dematerialization of Securities

The Company's Shares are available for trading in the Depository System at Central Depository Services (India) Limited (CDSL) and National Depository Services Limited (NSDL). The International Security Identification Number (ISIN) allotted to Kailash Auto Finance Limited is INE410O01022. As on 31st March 2015, 99.84 % of the total equity share capital was held in dematerialized form.

p) Outstanding GDRs/ADRs/Warrants or any other Convertible Instrument

Company has not issued any GDRs/ ADRs/ Warrants or any other convertible instruments or any issue (public issue, right issue, preferential issue etc.) which likely to have impact on Equity Share Capital of the Company.

q) PAN Requirement

SEBI had vide its circulation no. MRD/DOP/Cir - 05/2009 dated 20-05-2009 made the requirement of PAN Card of all Transferee(s) compulsory in case of all Physical Transfer of Shares

r) Plant Location

The Company does not have any manufacturing plants.

s) Address for Correspondence

For any assistance, queries, regarding transfer or transmission of shares, dematerialization, non receipt of dividend, on shares, non receipt of share application money, non credit of shares in demat account and any other queries relating to the shares of the Company and Annual Report, the investors may please write to the following :

M/s Kailash Auto Finance Limited

Registered Office:

19 Rollant Complex, 37/17 The Mall, Kanpur-208 001, Uttar Pradesh. Phone: 05123012032, Email: info@kailfin.com Website: www.kailfin.com

Corporate Office: Room No-10, Ground Floor, Rajshila Premises Co-operative Society, Building No-597, J.S.S. Marg, Mumbai-400 002, Phone: +9122-22057729 &

Office No-32 33, 199 Gopal Bhuvan, 2nd Floor, Shamaldas Gandhi Marg, Mumbai-400 002

Registrar & Share Transfer Agent

M/s. Maheshwari Datamatics Pvt Ltd

6, Mangoe Lane, 2nd Floor, Kolkata - 700001.West Bengal Ph -91-33- 22435029/5809, Fax - 91-33- 22484787, Email:-mdpl@cal.vsnl.net.in mdpldc@yahoo.com

t) Compliance Certificate of The Auditors

Certificate from the Company's Auditors, Mr. Anil Agrawal confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing, is attached to this Report.

For and on behalf of the Board of Directors

Babalu Prasad Keshari

Managing Director

Place: Mumbai

Date: 30th May 2015