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KZ Leasing & Finance Ltd.

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KZ Leasing & Finance Ltd. Accounting Policy

Corporate Governance Report

OUR PHILOSOPHY

K Z Leasing And Finance Limited strives to adopt the highest standards of excellence in Corporate Governance. We strongly believe that corporate governance accompanies our long-term business success. The Corporate Governance Structure in the Company assigns responsibilities and entrusts authority among different participants in the organization viz., the Board of Directors, the senior management, employees, etc. The Company has consistently practiced good Corporate Governance norms for the past several years for the efficient conduct of its business and meeting its obligations towards all its stakeholders viz., the shareholders, customers, employees and the community in which the Company operates.

The Company has established procedures and systems to be fully compliant with the requirements stipulated by the Securities and Exchange Board of India (SEBI) from time to time, under the revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges, which came into effect from 1st October, 2014. The provisions of Clause 49 have been implemented in a manner so as to achieve the objectives of Corporate Governance.

The Company's Corporate Governance philosophy is reflected in the following key areas of the Company's approach to business and its stakeholders:

Corporate Governance and practices in accordance with the provisions of Clause 49 of the Listing Agreement:

1. Board of Directors :

Composition:

The present Board of Directors consists of half of Non-executive / Independent directors. As of date, the Board Comprises of 3 (three) whole time / executive directors and 4 (Four) non executive and independent directors.

The company has an executive chairman and the number of non-executive/independent directors is more then 50% of the total number of directors. The Company, therefore, meets with the requirements relating to the composition of the Board of Directors.

Note:

I)Details of the Committee membership / chairmanship are in accordance with the revised Clause 49 of Listing Agreement.

II)None of the Directors of the Company is a member of more than ten committees nor is the Chairman of more than five Committees across all the Companies in which he is a Director.

Number of Board Meetings held and dates on which held :

6 (Six) Board Meetings were held during the year 2014-2015, as against the minimum requirement of 4 meetings. The dates on which the meetings were held are 22/05/2014, 30/05/2014, 31/07/2014, 10/11/2014, 26/12/2014 and 10/02/2015. The Company has held one meeting every quarter and the maximum time gap between two meetings was not more than four months.

The Information as required under Annexure IA to Clause 49 of the Listing Agreement is made available to the Board. The agenda and the papers for consideration at the Board meeting are circulated to the Directors in advance before the meeting. Adequate information is circulated as part of the Board papers and is also made available at the Board Meeting to enable the Board to take informed decisions. Where it is not practicable to attach supporting / relevant document(s) to the Agenda, the same are tabled at the meeting and specific reference to this is made in the agenda.

MD/CEO Certification :

Mr. Pravinkumar Keshavlal Patel, Managing Director of the Company was giving annual certification on financial reporting and internal controls to the Board in terms of Clause 49. He also gives quarterly certification on financial results while placing the financial results before the Board in terms of Clause

Code of Conduct :

The Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company in compliance with Clause 49(I) (D) of the Listing Agreement.

Risk Management Policy:

The Company has formulated a Corporate Policy applicable to its operations, and duly approved by the Board of Directors at its meeting held on 30th May, 2014 in compliance with the requirement of the revised Clause 49 of the Listing Agreement with the Stock Exchanges. Audit Committee and Board Members are reviewing and updating the said policy periodically.

2. Audit Committee:

The Board of Directors of the Company has constituted an Audit Committee and has been reconstituted from time to time. The said Committee has been reconstituted by the Board of Directors of the company at its meeting held on, member of the Audit Committee. Presently, the Audit Committee comprising of 2 (Two) independent Non-Executive Directors namely Shri. Gandalal Ambalal Patel, Chairman (having financial and accounting knowledge), Shri. Kantilal Joytiram Patel and 2 (Two) Executive Promoter Director Shri Pravinbhai Keshavlal Patel and Smt. Chaitaliben B Patel as members of the committee.

The Constitution, composition and functioning of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and revised Clause - 49 of the Listing Agreement entered into with the Stock Exchanges.

Terms of Reference:

The terms of reference of the Audit Committee include approving and implementing the audit procedures, reviewing financial reporting systems, internal control systems and control procedures and ensuring compliance with the regulatory guidelines and also include those specified under the revised Clause 49 of the Listing Agreement as well as under Section 177 of the Companies Act, 2013.

Powers of the Audit Committee:

The Audit Committee has powers that include the following:

a)To investigate any activity of the Company within its terms of reference

b)To seek information from any employee

c)To obtain outside legal and other professional advice

d)To secure attendance of outsiders with relevant expertise, if it considers necessary.

Names of Members and Chairperson of the Audit Committee and the meetings attended by them during the Financial Year 2014-15 ending on 31st March, 2015, are as under:

The Committee met 5 (Five) times during the year 2014-2015. The dates on which the Audit Committee meetings were held are 22/05/2014, 30/05/2014, 31/07/2014, 10/11/2014 and 10/02/2015. The maximum time gap between any two meetings was not more than four months.

Members of the Audit Committee have requisite accounting, financial and management expertise.

3.Nomination and Remuneration Committee:

The Nomination remuneration committee comprises 3 (three) members namely, Mr. Kantilal Joytiram Patel as a Chairman of the Committee and Mr. Rameshbhai Narandas Patel and Mr. Gandalal A Patel as other members. This Committee is entrusted with the responsibility of finalizing the remuneration of Executive / Whole Time Directors. Remuneration Committee met two (2) times i.e 22/05/2014 and 10/11/2014 during the year under review.

4.Shareholders' and Investors' Grievance Committee :

The Board of Directors of the Company has constituted a Shareholders' and Investors' Grievance Committee which was reconstituted from time to time. Presently, the Shareholders and Investors Grievance Committee comprising of Shri. Rameshbhai Narandas Patel, Chairman of the Committee, Shri. Gandalal Ambalal Patel, Smt. Chaitaliben B Patel and Shri. Pravinbhai Keshavlal Patel members of the Committee, inter alia, approves issue of duplicate certificates and oversees and reviews all matters connected with the securities transfers. The Committee also looks into redressal of shareholders' complaints like transfer of shares, non-receipts of balance sheet, non-receipt of declared dividends etc. The Committee overseas the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services. The Investor Grievances Committee met 3 (Three) Times during the year i.e. 30/05/2014, 10/11/2014 and 10/02/2015.

As required by the provisions of Clause 47(f) of the Listing Agreement, the Company has designated the below cited e-mail ID of the Grievance Redressal Division / Compliance Officer exclusively for the purpose of registering complaints by investors. E-mail ID - kzleasing@yahoo.com

Disclosures:

•There are no materially significant related party transactions i.e. transactions of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc., that may have potential conflicts with the interests of the company at large in the financial year 2014-2015.

•The Company has complied with all the mandatory requirements of the Revised Clause 49 of the Listing Agreement.

Means of Communication

The Company regularly intimates quarterly un-audited as well as yearly audited financial results to the Stock Exchanges, immediately after the same are taken on record by the Board. These results are normally published in "Western Times" English daily and Gujarati Daily News Paper. These are not sent individually to the Shareholders.

General Shareholder Information Twenty Ninth Annual General Meeting:

Date : 30th day of September, 2015

Time : 11:30 a.m.

Venue: 1st Floor Deshana Chamber, B/h Kadwa pattidar Wadi, Ashram Road, Ahmedabad-380001

As required under Clause 49(IV) (G)(i), particulars of Directors seeking re-appointment are given in annexure to the Notice of the Annual General Meeting to be held on 30th September, 2015.

Financial Year / Calendar:

The Company follows April to March as its Financial Year. The results for every quarter beginning from April are being declared in the month following the quarter as per the Listing Agreement.

Date of Book Closure:

From Wednesday, 23nd day of September, 2015 to Wednesday, 30th day of September, 2015, (both days inclusive).

Listing of Equity Shares on Stock Exchanges at:

Bombay Stock Exchange Limited, Mumbai (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -400001

Annual listing fees for the year 2014-2016, as applicable, have been paid to the Mumbai Stock Exchange Limited. The Company has also paid Annual Custodial Fees for the year 2015-2016, as applicable, to National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL].

Stock Code

Bombay Stock Exchange Limited   : 511728

Demat ISIN Number in NSDL & CDSL for Equity Shares: INE006C01015

Registrar and Transfer Agents Link intime India Private Limited (Previously Known as Intime Spectrum Registry Limited)

Registered Office :

C/13, Panalal Silk Mills Compound LBS Marg, Bhandup (West), Mumbai - 400 078 Tel : 91-22-2596 3838 Fax : 91-22-2594 6969 E-Mail: bombay@linkintime.co.in

Share Transfer / Demat System:

All the shares related work is being undertaken by our R & T Agent, Link Intime India Private Limited (Previously Known as Intime Spectrum Registry Limited), Mumbai. To expedite the process of share transfer, transmission, split, consolidation, re-materialization and de-materialization etc. of securities of the Company, the Board of Directors has delegated the power of approving the same to the Company's R & T Agent under the supervision and control of the Compliance Officer Shri. Hardik P Patel, who is placing a summery statement of transfer / transmission etc. of securities of the Company at the meeting of the Shareholders' and Investors' Grievance Committee.

Share lodged for transfer at the R & T Agents address in physical form are normally processed and approved within 15 days from the date of its received, subject to the documents been valid and complete in all respect. Normally, the entire request for de-materialization of shares is processed and the confirmation is give to the Depository within 15 days. The investors / shareholders grievances are also taken-up by our R & T Agent.

De- materialization of Shares and Liquidity

The Company's Shares are in compulsory Demat segment and as on 31st March, 2015. 24,84,190 Equity Shares of the Company forming 81.68% of the company's paid - up Equity share capital is in dematerialized form.

Out standing GDR/DR/Warrants or any Convertible Instruments - Not applicable. Address for correspondence_

a)Investor Correspondence for transfer / de-materialization of shares and any other query relating to the shares of the Company.           Link intime India Private Limited C/13, Pannalal Silk Mills Compound LBS Marg, Bhandup (West) Mumbai - 400 078 Tel : 91-22-2596 3838 Fax : 91-22-2594 6969 e-Mail: bombay@linkintime.co.in

b)Any other query and Annual Report   Secretarial Department 1st Floor Deshana Chamber, B/h Kadwa pattidar Wadi, Ashram Road, Ahmedabad-380001 Tel : 079-27542298 Fax : 079-27543200 e-mail: kzfinance@yahoo.com

Reconciliation of Share Capital Audit Report:

The Reconciliation of Share Capital Audit Report of the Company prepared in terms of SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002 reconciling the total shares held in both the depositories, viz NSDL and CDSL and in physical form with the total issued / paid-up capital of the Company were placed before the Board of Directors every quarter and also submitted to the Stock Exchange(s) every quarter.

REGISTERED OFFICE:

1st Floor, Deshna Chamber, B/h, Kadva Patidar Wadi, Ashram Road, Ahmedabad -380014. Date: 27-08-2015

BY ORDER OF THE BOARD

FOR, K Z LEASING AND FINANCE LTD.

Sd/-Pravinkumar K Patel

(Chairman and Managing Director) (DIN: 00841628)

Sd/-Ankit P Patel

(Director) (DIN:02901371)