24 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:41 PM
Muthoot Capital Services Ltd.

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  • BSE Code: 511766
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  • Vol: 8910
  • NSE Code: MUTHOOTCAP
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Muthoot Capital Services Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Corporate Governance is most often viewed as both the structure and the relationships which determine corporate direction and performance. The Board of Directors is typically central to Corporate Governance. Its relationship to the other primary participants, typically shareholders and management, is critical. Additional participants include employees, customers, suppliers, and creditors. The Corporate Governance framework also depends on the legal, regulatory, institutional and ethical environment of the community.

Corporate governance is the control of management in the best interests of the Company, including accountability to various stakeholders.

The Corporate Governance report is pursuant to Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and contains the details of Corporate Governance systems and practices at Muthoot Capital Services Limited (MCSL).

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed to values and conduct, aimed at enhancing an organization’s wealth generating capacity. This is ensured by taking ethical business decisions and conducting the business with a firm commitment to values, while meeting stakeholders’ expectations. Good Corporate Governance practices stem from the culture and mind-set of the organisation and at MCSL we are committed to meet the aspirations of all our stakeholders and believes in adopting best corporate practices for ethical conduct of business.

The Company’s Corporate Governance philosophy stems from the belief that Corporate Governance is an integral element in promoting and maintaining integrity, transparency, accountability and improving efficiency and growth as well as enhancing investor confidence.

It is well recognized that an effective Board of Directors is a pre-requisite for strong and effective Corporate Governance. The Board and Committees thereof are formed as per the requirement of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which oversees how the Management serves and protects the long term interests of all our stakeholders.

The Board of Directors of the Company are pleased to present the Corporate Governance Report for the year ended 31st March, 2016.

2. BOARD OF DIRECTORS

a. Composition and category

There are six Directors on the Board all having expertise in financial services sector. As prescribed in the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has an optimum combination of executive and non-executive directors with three Independent Directors. As per Section 149 (1) of the Companies Act, 2013, and Regulation 17 (1) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Radha Unni is appointed to the Board as Woman Director.

The composition and category of Directors on the Board of the Company for the FY 2015-2016 were as under:

b. Appointment, criteria and tenure of Independent Directors

Pursuant to Sections 149, 150 and 152 of the Companies Act, 2013, the Company has three Independent Directors on the Board, appointed at the 20th Annual General Meeting held on 03rd September, 2014. The tenure of such appointment is for a period five years.

The terms and conditions of appointment of Independent Directors are disclosed on the website of the Company and the web link is: http://www.muthootcap.com/pdf/t-c-directors.pdf

c. Meeting of Independent Directors

As per Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Independent Directors of the Company shall meet at least once in year without the presence of Non-Independent Directors and members of the management. Such meetings are conducted informally to discuss matters pertaining to the Company and review of the performance of the Non-Independent Directors.

The Independent Directors of the Company met on 29th March, 2016. The meeting has inter-alia reviewed the performance of Non-Independent Directors and the Board as a whole, performance of the Chairman and assessed the quality, quantity, timeliness of flow of information from the management to the Board of Directors.

d. Familiarisation programme for Independent Directors

As per Regulation 25 (7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall familiarise the Independent Directors through various programmes about the Company. The Company provides necessary documents, brochures, reports and internal policies to enable them to familiarise with the Company’s procedures and practices.

During the FY 2015 - 2016, the Company imparted refreshment/development programme to its Independent Directors. The details of such programmes is posted on the website of the Company and can be accessed at:

http://www.muthootcap.com/pdf/DetailsofFamiliarisation_Refresher_programme.pdf

e. Code of Conduct for Directors and Senior Management

Pursuant to Regulation 17 (5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Code of Conduct for Directors and Senior Management. The code is intended to focus the Board and Senior Management on areas of ethical risk, provide guidance to Directors and Senior Management to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and helps to foster a culture of honesty and accountability.

Based on the confirmation certificate received from the Directors and Senior Management under Regulation 26 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration by the Managing Director confirming the adherence to the Code of Conduct is enclosed herewith as Annexure 1.

The code of conduct for Directors and Senior Management personnel is posted on the website of the Company and can be accessed at:

http://www.muthootcap.com/code_of_conduct.htm

f. Code of Conduct for Prevention of Insider Trading

The Company has in place a Code of Conduct for Prevention of Insider Trading for its Designated Persons, in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, which was amended in May, 2015 to keep it in line with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down Guidelines, which advise them on procedures to be followed and disclosures to be made, while dealing with the shares of the Company, and cautioning them of the consequences of violations.

The code of conduct for Prevention of Insider Trading is posted on the website of the Company and can be accessed at:

http://www.muthootcap.com/pdf/codeofconduct-insidertraining-muthootcap.pdf

g. Board Meetings

Five Board Meetings were held during the FY 2015 - 2016 and the time gap between any two meetings was well within the maximum gap of 120 days. All the Board Meetings of the Company were held at the Registered Office of the Company at Kochi.

Date of Meetings

25.05.2015 10.08.2015 11.11.2015 15.01.2016 11.03.2016

i. Certificate from the Managing Director

Based on the confirmation certificate received from all the Board members in accordance with the provisions of Section 165 of the Companies Act, 2013, and Regulation 25 (1) & 26 (1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration by the Managing Director confirming the compliance of above provisions is enclosed herewith as Annexure 2.

3. AUDIT COMMITTEE

a. Composition and Attendance

As on 31st March, 2016, the Audit Committee of the Company, under Section 177 of the Companies Act, 2013, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consists of four Non-Executive Directors of which three are Non-Executive Independent Directors. All the Members of the Committee possess accounting or related financial management expertise.

Dates of Meetings

25.05.2015 10.08.2015 11.11.2015 15.01.2016

b. Terms of reference

The terms of reference of Audit Committee in accordance with Section 177(4) of the Companies Act, 2013 and Regulation 18 (3) read with Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are as under:

(i) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(ii) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

(iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(iv) Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval with particular reference to:

a) Matters required to be included in Directors Responsibility Statement to be included in Board’s Report in terms of Section 134 (3) (c) of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgement by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions; and

g) Modified opinion(s) in the draft audit report.

The Composition of the Audit Committee and attendance of the Members at the Committee meetings are as follows:

 (v) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

(vi) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; (vii) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

(viii) Approval or any subsequent modification of transactions of the Company with related parties;

(ix) Scrutiny of inter corporate loans and investments;

(x) Valuation of undertakings or assets of the Company, wherever it is necessary;

(xi) Evaluation of internal financial controls and risk management systems;

(xii) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

(xiii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(xiv) Discussion with internal auditors of any significant findings and follow up there on;

(xv) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

(xvi) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;

(xvii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non - payment of declared dividends) and creditors;

(xviii) To review the functioning of the Whistle Blower mechanism;

(xix) Approval of appointment of Chief Finance Officer after assessing the qualifications, experience and background, etc. of the candidate; and

(xx) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Company Secretary of the Company acts as Secretary to the Committee.

4. NOMINATION AND REMUNERATION COMMITTEE

a. Composition and attendance

As on 31st March, 2016, the Nomination & Remuneration Committee of the Company, under Section 178 (1) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consists of three Non-Executive Independent Directors.The Committee met twice during the FY 2015 - 2016 at the following dates:

Date of Meetings

25.05.2015 29.03.2016

Terms of reference

The terms of reference of Nomination & Remuneration Committee in accordance with Section 178 of the Companies Act, 2013, and Regulation 19 read with Para A of Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are as under:

(i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

(ii) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

(iii) Devising a policy on diversity of Board of Directors;

(iv) Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors for their appointment and removal; and

(v) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

b. Criteria for evaluation of the performance of Non-Executive Directors and Independent Directors (NEDs and IDs)

The Company has also in place a Nomination & Remuneration Policy as per Section 178 (3) of the Companies Act, 2013,which covers the criteria for evaluation of the performance of NEDs and IDs.

The Board while evaluating the performance of the NEDs and IDs shall take into consideration the following criteria:

(i) Understanding and knowledge of the market in which the Company is operating.

(ii) Ability to appreciate the working of the Company and the challenges it faces.

(iii) Attendance of meeting.

(iv) Extend of participation and involvement in the meetings.

(v) Ability to convey his views and flexibility to work with others.

Marks may be assigned for each of the above criteria and based on the score achieved, the Board may evaluate the performance of each NED and ID.

5. REMUNERATION OF DIRECTORS

No pecuniary relationship exist between Independent Directors and the Company, other than the payment of sitting fee of Rs.15000/- per Board meeting during the year. The Independent Directors of the Company also had no pecuniary relationship with the Company, its promoters or Directors during the two immediately preceding financial years.

6. STAKEHOLDERS RELATIONSHIP COMMITTEE

a. Composition and attendance

As on 31st March, 2016, the Stakeholders Relationship Committee of the Company, under Section 178 (5) of the Companies Act, 2013, and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,consists of three Directors. The Committee has met four times during the FY 2015-2016 at the following dates:

Date of Meetings

25.05.2015 10.08.2015 11.11.2015 15.01.2016

b. Terms of reference

The terms of reference of Stakeholders Relationship Committee in accordance with Section 178 (6) of the Companies Act, 2013, and Regulation 20 read with Para B of Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are as under:

(i) To look into redressing shareholders/investors complaints like transfer of shares, non-receipt of Balance Sheets, and non-receipt of declared dividends etc.;

(ii) To take on record transfer/transmission of shares and deletion of name; and

(iii) Complaint letters received from Stock Exchanges/SEBI/Department of Company Affairs etc. and the responses thereto are to be reviewed by the Committee.

The Company has a designated email id investorgrievance@muthootcap.com and mail@muthootcap.com for handling investor grievances on which investors can lodge their complaints.

The Company has in place an Investor Grievance Redressal Policy for the redressal of investor complaints on a timely manner.

Mr. Syam Kumar R., Company Secretary & Head Governance is the Compliance Officer of the Company. He reviews the investor complaints on a monthly basis to find out whether complaint has been resolved within the time specified in the Investor Grievance Redressal Policy of the Company.

Pursuant to Regulation 13 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the status of investor complaints received and redressed during FY 2015 – 2016 are as follows:

7. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

a. Composition and attendance

As on 31st March, 2016, the Corporate Social Responsibility (CSR) Committee of the Company, under Section 135 of the Companies Act, 2013, consists of three Non - Executive Directors, out of which two are Independent Directors. The Committee has formulated a CSR policy indicating the CSR activities to be undertaken by the Company in accordance with Schedule VII to the Companies Act, 2013.

The CSR policy of the Company, as approved and adopted by the Board, has been posted on the website of the Company. The said policy is available under the following web link:

http://www.muthootcap.com/pdf/csr-policy-final-website.pdf

The Committee met twice during theFY 2015 - 2016 at the following dates:

Date of Meetings

10.08.2015 15.01.2016

b. Terms of reference

The terms of reference of the CSR Committee in accordance with Section 135 (3) of the Companies Act, 2013, are as under:

(i) Formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

(ii) Recommend to the Board the amount of expenditure to be incurred on the CSR activities referred to in (i) above; and

(iii) Monitor the CSR policy of the Company from time to time.

8. BANK FINANCE COMMITTEE

a. Composition and attendance

The Company has a Bank Finance Committee to exercise all powers to borrow moneys (otherwise than by issue of debentures) and taking necessary actions connected therewith.

The Committee met eleven times during the FY 2015 - 2016 at the following dates:

The composition of the CSR Committee and attendance of the Members at the Committee meetings are as follows:

Date of Meetings

Date of Meetings

23.06.2015 10.07.2015 15.09.2015 15.10.2015 12.11.2015 18.11.2015 07.12.2015 29.12.2015 28.01.2016 26.03.2016 30.03.2016

b. Terms of reference

The terms of reference of the Committee shall be as follows:

(i) Review of Company’s financial policies, working capital and cash flow management and make such reports and recommendations to the Board with respect thereto as it may deem advisable;

(ii) Review of banking arrangements and cash management;

(iii) Giving guarantees/issuing letters of comfort/providing securities.

(iv) Borrow monies by way of short term/long term loans, cash credit arrangements and/or by way of other instruments within the limits approved by the Board;

(v) Provide corporate guarantee/performance guarantee within the limits approved by the Board;

(vi) Opening and closing of accounts with banks.

(vii) Carry out any other functions as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification as may be applicable;

(viii) Other transactions or financial issues that the Board may desire to have them reviewed by the Finance Committee; and

(ix) Regularly review and make recommendations about changes to the Charter of the Committee.

9. SHARE TRANSFER COMMITTEE

a. Composition and attendance

The Company has constituted a Share Transfer Committee for considering and approval of transfer/transmission of shares, issue of duplicate/replacement of share certificates. The share transfers are registered and returned within 15 days from the date of receipt, if the documents are valid and complete in all respects. The Company obtains from a Company Secretary in Practice half yearly certificate of compliance with the share transfer formalities as required under Regulation 40 (9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and discloses the same to the Stock Exchanges in which the shares of the Company are listed.

10. RISK MANAGEMENT COMMITTEE

a. Composition and attendance

The Risk Management Committee of the Company was constituted by the Board in accordance with NBFCs - Corporate Governance (Reserve Bank) Directions.

The Committee met three times during the FY 2015 - 2016 at the following dates:

Date of Meetings

10.08.2015 11.11.2015 15.01.2016

The composition of the Committee and attendance of the Members at the Committee meetings are as follows:

b. Terms of reference

The terms of reference of the Committee shall be as follows:

(i) Oversee the development, implementation and maintenance of the Company’s overall risk management framework and its appetite, strategy, principles and policies, to ensure they are in line with emerging regulatory, corporate governance and industry best practice;

(ii) Oversee the Company’s risk exposures, risk/return and proposed improvements to the GroupRs.s risk management framework and its risk appetite, strategy, principles, policies and standards;

(iii) Provide formal sign-off for the board risk report and other risk related sections within the annual reports & accounts;

(iv) Facilitate effective contribution and involvement of non-executives and aid their understanding of risk issues and the Company’s risk management framework;

(v) Provide input to the Remuneration Committee on the alignment of remuneration to risk performance;

(vi) Review new risk principles and policy and material amendments to risk principles and policy recommended by the Chief Executive and Chief Risk Officer (‘CRO’), for approval by the Board;

(vii) Oversee adherence to Company’s risk principles, policies and standards and any action taken resulting from material policy breaches, based upon reports from the Chief Executive and the CRO;

(viii) a) Review the appointment, resignation or dismissal of the CRO and make appropriate recommendation to the Board;

b) Review and discuss with the CRO the scope of work of the Company’s Risk Division, its plans, the issues identified as a result of its work, how management is addressing these issues and the effectiveness of systems of risk management;

c) Review the adequacy of the Company’s Risk Division’s resources, and its authority and standing within the company; and

d) Review co-ordination between the Company’s Risk Division and the external auditors;

(ix) Periodically review and update its own terms of reference to reflect best practice, requesting Board approval for all proposed changes and, at appropriate intervals, evaluate its own performance against the terms of reference; and

(x) Review periodically the report of Asset Liability Management Committee (ALCO) and to suggest on improvements, actions to be taken.

11. ASSET LIABILITY MANAGEMENT COMMITTEE

a. Composition and attendance

The Asset Liabilty Management Committee (ALCO) of the Company was constituted by the Board in accordance with NBFC guidelines issued by the Reserve Bank of India to review the asset liability mismatches and to report to the Board with respect thereto.

The Committee met four times during the FY 2015 - 2016 at the following dates:

Date of Meetings

27.04.2015 01.08.2015 16.11.2015 15.02.2016

The composition of the Committee and attendance of the Members at the Committee meetings are as follows:

b. Terms of reference

The terms of reference of the Committee shall be as follows:

(i) Monitor and review the asset liability matches and mismatches (budgeted vs. actual) and make such reports and recommendations to the Board with respect thereto as the Committee may deem advisable;

(ii) Review the periodical returns submitted to RBI every year;

(iii) Review the credit facilities sanctioned considering the overall risks faced by the Company, and to suggest the actions to be taken;

(iv) Monitor and review the cost of funds and the net interest margin;

(v) Carry out any other functions as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable;

(vi) Other transactions or issues that the Board may desire to have them reviewed by the ALCO; and

(vii) Regularly review and make recommendations about changes to the Charter of the Committee.

12. WHISTLE BLOWER POLICY / VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has a mechanism for reporting unethical behavior, actual or suspected frauds or violation of the Company’s Code of Conduct or ethics policy. Pursuant to Section 177 (9) & 177 (10) of the Companies Act, 2013, and Regulation 4 (2) (d) (iv) &34 (3) read with Para 10 of Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and Vigil Mechanism in place. The mechanism provides for adequate safeguards against victimization of Director(s)/employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. No personnel have been denied access to the Chairman of the Audit Committee, for making complaint on any Integrity issue.

The said policy is available on the website of the Company which can be accessed under the following web link:

http://www.muthootcap.com/pdf/MCSL_Whistle_Blowing_GuidelinesV1.pdf

14. CEO/CFO CERTIFICATION

Pursuant to Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. R. Manomohanan, Chief Executive Officer and Mr. Vinodkumar M. Panicker, Chief Finance Officer had provided CEO/CFO Certificate for the quarter and year ended 31st March, 2016.

The said Certificate is enclosed herewith as Annexure 3.

15. QUARTERLY COMPLIANCE REPORT

A comprehensive report on the status of compliance with all the applicable corporate laws by the Company is placed before the Board on a quarterly basis for their information and review.

16. DISCLOSURES

a) There were no materially significant Related Party Transactions having potential conflict with the interests of the Company at large.

b) The Company has complied with the all the applicable provisions of Companies Act, 2013, and Companies Act, 1956, to the extent applicable, RBI Act, 1934, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and/or other applicable acts/provisions.

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

17. MEANS OF COMMUNICATION

a) Quarterly unaudited and annual audited financial results of the Company were published in “Business Standard” (English Language National Daily) and “Mangalam” (Vernacular Language)

b) The results were displayed on the website of BSE & NSE and also on the Company’s website at www.muthootcap.com

c) The Company conducts press releases after quarterly and annual financial results are announced.

18. REDRESSAL OF INVESTOR GRIEVANCES THROUGH SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES)

SCORES is a web based, centralized grievance redressal system of SEBI (http://scores.gov.in). SCORES enables investors to lodge and follow up their complaints and track the status of redressal of such complaints online. This enables the market intermediaries and listed Companies to check the complaints online from investors, redress such complaints and report redressal online.

All the activities starting from lodging of a complaint till its closure by SEBI would be handled in an automated environment and the complainant can view the status of his complaint online.

An investor, who is not familiar with SCORES or does not have access to SCORES, can lodge complaints in physical form at any of the offices of SEBI. Such complaints would be scanned and also uploaded in SCORES for processing.

19. UNCLAIMED DIVIDENDS

The Company had during the FY 2015 - 2016, transferred an amount of Rs. 2,44,136/- to Investor Education and Protection Fund (IEPF), being unclaimed dividend for the year 2007 - 2008. Under the law, no claim for uncashed dividends can lie against either the Company or the IEPF after a period of seven years from the date of transfer to unclaimed dividend account. Therefore, shareholders who have not yet cashed their dividend warrants relating to the financial year 2008 – 2009 and subsequent years are requested to contact the Company/Registrar and Share Transfer Agents.

20. COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

Compliance certificate on corporate governance provided by the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith as Annexure 4.

21. STOCK OPTION

The Company is not having stock option scheme therefore the same is not applicable.

22. DATE OF BOOK CLOSURE

The Register of Members and Transfer Books of the Company will be closed from 31st May, 2016 to 06th June, 2016, both days inclusive.

23. COMPLIANCE WITH THE ICSI SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), which were recommendatory in nature, has been substantially compliedby the Company.

24. GREEN INITIATIVES BY MCA

In compliance with the provisions of Section 20 of the Companies Act, 2013 and as a continuing endeavour towards the ‘Go Green’ initiative, the Company proposes to send all correspondences/communications through email to those shareholders, who have registered their email id with their depository participant’s/Company’s registrar and share transfer agent. In case the shareholders desire to receive printed copy of such communications, they may send requisition to the Company. The Company will forthwith send a printed copy of the communication to the respective shareholder.

25. GENERAL SHAREHOLDER INFORMATION

a) 22ndAnnual General Meeting:

Date :Monday, 06th June, 2016

Time :10:00 a.m.

Venue :The International Hotel, Kochi

b) Financial Year:

1st April to 31st March.

c) Dividend Details:

Ratification of the Interim Dividend declared on 11th March, 2016 as the final dividend.

d) Listing Details:

(i) The Company’s shares are listed on BSE Limited and National Stock Exchange of India Limited (NSE) The details of stock code are given below:

BSE

Scrip ID: MUTHFN

 Scrip Code: 511766

NSE

Symbol: MUTHOOTCAP

ISIN: INE296G01013

(ii) The Company has paid the annual listing fees (as applicable) to both the Stock Exchanges upto the FY 2016 - 2017.

e) Registration Details:

The Company is registered within the state of Kerala, The Company being a Non Banking Financial Company, is also registered with Reserve Bank of India (Certificate of Registration Number: 16.0024). In 1998, the Company obtained category A - deposit accepting NBFC license from RBI.

Corporate Identity Number (CIN) allotted to the Company by Ministry of Corporate Affairs is L67120KL1994PLC007726.

f) Reconciliation of Share Capital Audit:

The Company has received certificate from a Company Secretary in Practice on a quarterly basis for timely dematerialization of the Company’s shares and for reconciliation of the total equity capital with both the depositories and in physical mode with the total paid up capital as per books.

g) Dematerialisation of Shares:

The Company has arrangements with both National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to establish electronic connectivity of the shares for scripless trading. 96.31% of shares of the Company were held in dematerialized form as on 31st March, 2016.

For your queries/grievances/complaints, please contact:

The investors may write to the Company at investorgrievance@muthootcap.com or mail@muthootcap.com for any queries/grievances/communications.

For any assistance regarding dematerialization of shares, share transfer, transmission, change of address, nonreceipt of dividend or any other query relating to shares, the investors may contact:

a) Integrated Enterprises (India) Limited,

Registrar and Share Transfer Agents

2nd Floor, Kences Towers, 1st Floor, No. 1 Ramakrishna Street,

Off. North Usman Road, T. Nagar, Chennai - 600 017

Ph: 044 - 28140801 – 803 Fax: 044 - 28142479. Email: corpserv@integratedindia.in  

b) Mr. Syam Kumar R,

Company Secretary & Compliance Officer,

Muthoot Capital Services Limited,

3rd Floor, Muthoot Towers, M.G. Road, Kochi - 682 035,

Ph: 0484 - 6619600/6613450 Fax: 0484 - 2381261

Email: syam.kumar@muthootcap.com  

For queries on financial statements, contact:

c) Mr. Vinodkumar M. Panicker,

Chief Finance Officer,

Muthoot Capital Services Limited,

3rdFloor, Muthoot Towers, M.G. Road, Kochi - 682 035

Ph: 0484 - 6619600/6613450 Fax: 0484 – 2381261

Email: vinod.panicker@muthootcap.com