01 May 2017 | Livemint.com

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Last Updated: Feb 07, 03:41 PM
Munoth Capital Markets Ltd.

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Munoth Capital Markets Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

(Pursuant to clause 49 of the Listing Agreement) 

The Directors present the Company's Report on Corporate Governance for the year ended March 31, 2015 as under:

1. Company's Philosophy

The Company is committed to ethical values and self discipline through standards of good Corporate Governance involving a high level of transparency, integrity, accountability and responsibility in all areas of its operations for ensuring protection of the rights and interest of its stakeholders including employees and financiers and to the society in general. In order to achieve the objective, the company continuously endeavors to improve on these aspects on an ongoing basis. 

2. Board of Directors

The Board of Director of the company comprises of Three Directors. 

  

The day-to-day management of the company is conducted by the Director subject to the supervision and control of the Board of the Directors.

1. Changes in Composition of Board of Directors since last Report:

The Board of Directors appointed Mr. Summit Khanna as a Non-Executive Director as on 19th June, 2015 to hold office upto the ensuing Annual General meeting. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member, signifying his intention to propose Mr. Sumit Khanna as a candidature for the office of Director of the Company. The Company has received a declaration of independence from Mr. Sumit Khanna (DIN: 01180220).

Mr. Mukesh Hakralal Patel (DIN: 05179865) has resigned from his directorship as on 19.06.2015 and Board took the note of the valuable services rendered by him during his tenure.

During the financial year under review, Four (4) Board meetings were held on following date.

30/05/2014, 11/08/2014, 15/11/2014 and 12/02/2015.

The interval between two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and the Listing Agreement.

2. Audit Committee:

The Company is in process of appointing another Independent Director and only after such appointment, the company will constitute Audit Committee. As no Audit Committee is constituted, there is no Audit Committee meeting held during the year.

3. Remuneration of Directors (Nomination and Remuneration Committee)

The Company has not set up any Remuneration committee as the company does not pay any remuneration and seating fees to Directors.

4. Shareholders / Investor's Grievance Committee

The Board of the company has constituted a Shareholders/investors' Grievance Committee, comprising of three Directors viz., Mr. Siddharth S. Jain (DIN: 00370650) & Mr. Mukesh H. Patel (DIN: 05179865) are the members and Mr. Shantilal M. Jain (DIN: 00370624), is the chairman of the committee. The terms of reference of the Committee is to look into the redressal of investor's complaints relating to transfer of shares, non-receipt of share certificates, issue of duplicate share certificates, issue of dividend warrants, non-receipt of dividend warrants, non- receipt of Annual Reports and other grievances. 

6. Disclosures:

i. There were no materially significant related party transactions that had potential conflict with the interests of the Company at large. Transactions in the ordinary course of business with the related parties are disclosed in the Notes on Accounts.

ii. There have been no instances of non-compliance by the Company on any matters related to the capital markets nor have any penalty/strictures been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on such matters.

iii. The Company has laid down procedures to inform the board members about the risk assessment and its mitigation, which is periodically reviewed to ensure that risk control, is exercised by the Management effectively.

iv. As required under clause 49 (V) of the Listing Agreement, CEO Certification by Mr. Siddharth Shantilal Jain {DIN: 00370650), Director was placed before the Board at its meeting held on 30th May, 2015.

v. A Management Discussion and Analysis Report has been presented as part of the Directors' Report.

vi. The Company has complied with all the mandatory requirements stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges except constitution of Audit Committee and Nomination and Remuneration Committee and appointment of woman Director.

7. Means of Communication (i) Financial Results:

The Unaudited quarterly / half yearly (Unaudited) results are announced within 45 days from the end of the quarter / half year as stipulated under the Listing Agreement with the Stock Exchanges. 

The aforesaid financial results are taken on record by the Board of Directors and are communicated to the Stock Exchanges where the Company's securities are listed. 

(ii) Management Discussion and Analysis Report (MD&A):

The Management Discussion and Analysis Report forms part of the Annual Report. 8. General Share Holder Information: 

Financial Calendar for the Financial Year 2014-15 

a. Annual General Meeting  

  - Day: Wednesday 

  - Date: 30/09/2015 

  - Time :11A.M. 

  - Venue :Shanti Nivas, Opp. Shapath -V, Nr. Karnavati Club, S G Road, Ahmedabad -380058, Gujarat, India. 

 b. Book Closure Dates

21st September, 2015 to 30th September, 2015 {both days inclusive) 

 c. Financial Calendar Tentative Schedule 

  a) Unaudited results for quarter ending 30-06-2015 July 2015 

  b). Unaudited results for half year/ quarter ending 30-09-2015 October 2015 

  c). Unaudited financial results for quarter ending 31-12-15 January 2016 

  d). Audited resulted for the year quarter ending 31-03-2016 April 2016/June 2016 

 d. No of Share Holder 166 Share holders as on 31-03-2015 

 e. Listing of Equity Shares Bombay Stock Exchange Ltd. 

 f. Stock Code: 511200 

Listing Fees

The company has paid listing fees of BSE for the year 2015-16.

Registrar and Share Transfer Agents:

PURVA SHAREGISTRY (INDIA) PVT. LTD. (CIN: U67120MH1993PTC074079)

Shiv Shakti Industrial Estates, Unit No. 9 7-B, J. R. Boricha Marg,Sitaram Mill Compound, Mumbai -400 Oil.

Share Transfer System:

The Company had appointed M/s. Purva Sharegistry (India) Pvt. Ltd. as the Registrar and Transfer Agent. Valid Share Transfers in physical form and complete in all respect were approved and registered within the stipulated period. 

Outstanding GDRs, ADRs, Warrants or any Convertible instruments, conversion date and likely impact on equity:

Not Applicable. 

Insider Trading:

The Code of Internal procedure & conduct and code of Corporate Disclosure Practices as per the SEBI (Prohibition of Insider Trading) Regulations, 1992 initiated by the Board are in force till date. 

Reconciliation of Share Capital Audit: 

As Stipulated by SEBI, a qualified Practicing Chartered Accountant carries out the Reconciliation of Share Capital Audit. This Audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is placed before the board of Directors of the Company. The Audit, inter alia, confirms that the listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form and the total number of shares in physical form. 

Corporate Identity Number (CIN): 

The Registered office of the Company has been shifted from the State of Maharashtra to the State of Gujarat and accordingly Corporate Identity Number (CIN) of the Company, allotted by the Ministry of Corporate Affairs, Government of India is L99999GJ1986PLC083614. 

CEO Certification:

As required by clause 49 of the Listing Agreement, the CEO Certification is provided in the Annual Report.

Plant Location:

The Company is a Financial Services Company and it is not engaged in manufacturing operations. Its Registered Office is situated at Shanti Nivas, Opp. Shapath -V, Nr. Karnavati Club, S G Road, Ahmedabad - 380058, Gujarat, India.

Address for Correspondence:

For Shares held in Physical & Dematform PURVA SHAREGISTRY (INDIA) PVT. LTD. (Unit: Munoth Capital Market Limited) ShivShakti Industrial Estates, Unit No. 9 7-B, J. R. Boricha Marg, Sitaram Mill Compound, Mumbai - 400 011.

Any Query on Annual Report

Munoth Capital Market Limited. Shanti Nivas, Opp. Shapath -V, Nr. Karnavati Club, S G Road, Ahmedabad - 380058, Gujarat, India.

For any other queries : e-mail : munoth@gmail.com.