26 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:41 PM
Polson Ltd.

BSE

  • 11,068.50 508.60 (4.82%)
  • Vol: 79
  • BSE Code: 507645
  • PREV. CLOSE
    10,559.90
  • OPEN PRICE
    11,068.50
  • BID PRICE (QTY.)
    11,068.50(50)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • (%)
  • Vol:
  • NSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

Polson Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

The Directors' Report on the compliance of the Corporate Governance Code is given below:

CORPORATE GOVERNANCE:

•Company's Philosophy on Corporate Governance:

Polson Ltd believes in good corporate governance, which has been a strong structure of the Company, duly supported by pillars of investor's satisfaction, customers' faith. Corporate Governance, which assumes great deal of importance at Polson Ltd, is intended to ensure consistent value creation for all its stakeholders.

Clause 49 of the Listing Agreement stipulates norms and disclosures standards to be followed on the corporate governance by listed companies. The Board of Directors has adequate representation of the qualified, professional, non-executive and independent directors. Your Directors present the Company's Report on Corporate Governance in compliance with Clause 49 of the Listing Agreement executed with the Stock Exchanges:

BOARD OF DIRECTORS:

•Composition of Board:

The Company has a balanced Board with combination of Executive and Non-Executive Directors to ensure independent functioning and the current composition of the Board is in conformity with extant Clause 49(II)(A) of the Listing Agreements. Non-Executive Directors include independent professionals with experience in business, finance, taxation, technology and media.

The composition of the Board also complies with the provisions of the Companies Act, 2013 and the Listing Agreement. As year ended on ending 31st March, 2015, the total Board strength comprises of the following:

Directors are appointed or re-appointed with the approval of the shareholders. The Managing Director(s) and all the Non executive Directors (except Independent Directors) are liable to retire by rotation unless otherwise specifically approved by the shareholders.

As required under Section 149(3) of the Companies Act, 2013, Mrs. Sushila J. Kapadia, a lady Director is on the Board.

• Profile of Directors

The brief profile of each Director is given below:

i. Mr. Amol Kapadia (Executive, Non-Independent, Managing Director)

Mr. Amol Jagdish Kapadia, aged 48 years is the Managing Director of the Company. He has completed his Masters in Business Administration from IMD, Lausanne, Switzerland and is a Graduate in Commerce from Sydenham College of Commerce & Economics. He has been associated as a 15 Director of the Company since 1987.

ii. Mrs. Sushila Kapadia (Non-Executive, Non-Independent

Mrs. Sushila Jagdish Kapadia, aged 82 years is a graduate in Arts from Elphinstone College, Mumbai. She has earlier worked at the Government of India Tourist offices located in Mumbai, India and New York, USA. She is has been National Champion in Badminton three times and a Triple Crown holder in the nationals. She also represented India in the first International Ladies Badminton Championship -the Betty Uber Cup.

iii. Mr. Pradip Pai (Non-Executive, Independent Director)

Mr. Pradip Pai has done its Bachelor of Commerce from Sydenham College of Commerce, Mumbai. He was also management trainee from Mahindra & Mahindra Ltd. He is the promoter of Epic Financial Consultancy Services Pvt. Ltd, a Registrar & Transfer Agency. He is a promoter director of Mangal Keshav Securities Ltd, a premier Broker in the Equities & Derivatives Market in India. He is the owner of Health and Fitness Space. He involved in setting up a chain of Fitness & Yoga related studio's.

iv. Mr. Sudhir Nevatia (Non-Executive, Independent Director)

Mr. Sudhir Nevatia is Bachelor of Commerce and Associate Member of Institute of Chartered Accountants of India. He has 12 years experience in the business of importing foods. Currently he is engaged in import and marketing of processed food products. Mr. Sudhir Nevatia was appointed as Independent Director with effect from June 21, 2013.

v. Mr. Nakul Patel (Non-Executive, Independent Director)

Mr. Nakul Patel has done MBA from New York University in 1998. He has completed his Bachelors in Arts from Northwestern University in 1994. He has been working in strategy and corporate development functions for multinational companies in the USA in professional management capacity prior to getting involved in family business of packaging machinery. His business interests are in the health and wellness sector. He has overall work experience of nearly 15 years. Mr. Nakul Patel was appointed as Independent Director with effect from June 21, 2013. Mr. Nakul Patel has resigned from the directorship of the Company with effect from May 25, 2015.

vi.Mr. Pravin Samant ( Executive Professional Director)

Mr. Pravin Samant aged 60 years is a graduate in Science. He has overall work experience of nearly 39 years. He is Executive, Non-Independent Director. Mr. Pravin Samant was appointed as Director with effect from April 1, 2004. He has appointed as a Whole Time Director of the Company with effect from August 01, 2008. Mr. Pravin Samant designation has been changed to Director with effect from August 01, 2013.

vii.Mr. Dhau Lambore ( Executive Professional Director)

Mr. Dhau Lambore aged 63 years is undergraduate. He has overall work experience of nearly 38 years. He is Executive, Non-Independent Director. Mr. Dhau Lambore was appointed as a Whole Time Director of the Company with effect from May 12, 2008. Mr. Pravin Samant designation has been changed to Director with effect from May 12, 2013.

viii.Mr. Haren Sampat (Non-Executive Independent Director)

Mr. Haren Sampat aged 57 years is a graduate in Commerce from Bombay University. He has reach work experience of 35 years in business management. He is Non-Executive, Independent Director. He has been appointed post financial year w.e.f August 14, 2015. He is well versed in the business management.

•Directors Resigned / Retired during the year

Mr. Nakul Patel has submitted his resignation from the Board of Directors of the Company with effect from May 25, 2015.

•Board Training and Induction

At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the compliances required from him under the Companies Act, Clause 49 of the Listing Agreement and other relevant regulations and his affirmation taken with respect to the same.

•Meetings, agenda and proceedings etc. of the Board Meeting:

Meetings:

The Board generally meets 4 times during the year. The yearly calendar of the meetings is finalized before the beginning of the year. Additional meetings are held when necessary. During the year ended on 31st March, 2015, the Board of Directors had 9 meetings. These were held on 24.05.2014, 14.08.2015, 06.09.2014, 17.09.2014, 14.11.2014, 25.11.2014, 06.02.2015, 14.02.2015 and 26.03.2015. The last Annual General

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 February 14, 2015 to review the performance of Non-independent Directors and the Board as whole. The Independent Directors also reviewed the quality, content 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.

Agenda:

All the meetings are conducted as per well designed and structured agenda. All the agenda items are backed by necessary supporting information and documents (except for the critical price sensitive information, which is circulated at the meeting) to enable the Board to take informed decisions. Agenda also includes minutes of the meetings of all the Board Committees for the information of the Board. Additional agenda items in the form of "Other Business" are included with the permission of the Chairman. Agenda papers are generally circulated seven days prior to the Board Meeting. In addition, for any business exigencies, the resolutions are passed by circulation and later placed in the ensuing Board Meeting for ratification / approval.

Support and Role of Company Secretary:

The Company Secretary is responsible for convening the Board and Committee meetings, preparation and distribution of Agenda and other documents and recording of the Minutes of the meetings. He acts as interface between the Board and the Management and provides required assistance and assurance to the Board and the Management on compliance and governance aspects.

• Other Directorships etc.:

None of the Directors is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Director acts as a member of more than 10 committees or acts as a chairman of more than 5 committees across all Public Limited Companies in which he is a Director.

The details of the Directorships, Chairmanships and the Committee memberships in other Companies (excluding Private Limited Companies, Foreign Companies and Section 8 Companies) held by the Directors as on 31st March, 2015, are given below:-

Evaluation of the Board's Performance:

During the year, the Board adopted a formal mechanism for evaluating its performance and 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 judgment, 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.

Code of Conduct:

The Board of Directors has laid down a Code of Conduct for Business and Ethics (the Code) for all the Board members and all the employees in the management grade of the Company. The Code covers amongst other things the Company's commitment to honest & ethical personal conduct, fair competition, corporate social responsibility, sustainable environment, health & safety, transparency and compliance of laws & regulations etc. The Code of Conduct is posted on the website of the Company.

All the Board members and senior management personnel have confirmed compliance with the code. A declaration to that effect signed by the Managing Director is attached and forms part of the Annual Report of the Company.

Prevention of Insider Trading Code:

As per SEBI (Prevention of Insider Trading) Regulation, 1992, 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 Company has appointed Mr. Noel Jacob, Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementation of the code for trading in Company's securities. During the year under review there has been due compliance with the said code.

COMMITTEES OF THE BOARD:

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the following mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee, who also informs the Board about the summary of discussions held in the Committee Meetings. The Minutes of the Committee Meetings are sent to all Directors individually and tabled at the Board Meetings.

a) Audit Committees - (Constituted on 21.06.2013)

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement. The Audit Committee comprises three Non-Executive Directors and one Executive Director who are well versed with financial matters and corporate laws. The Audit Committee met five times in 2014-2015 financial year on 24.05.2014, 14.08.2015, 17.09.2014, 14.11.2014 and 14.02.2015. The necessary quorum was present for all the meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company held on 30.09.2014.

The composition of the Committee during year ended March 31, 2015 and the details of meetings held and attended by the Directors are as under:

Role of the Audit Committee

The terms of reference for the Audit Committee are broadly as under:

1)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;

2)Recommending the appointment, remuneration and terms of appointment of auditors of the company;

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

4)Reviewing, with the management the annual financial statements and the auditor's report thereon, before submission to the board for approval, with particular reference to:

a.Matters required to be included in Director's Responsibility Statement included in Board's report.

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

c.Major accounting entries based on exercise of judgment 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.

g.Qualifications in the draft audit report.

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

6)Reviewing, with the management, statement of uses and application of funds raised through an issue, statement of funds utilised for other purposes and report of monitoring agency;

7)Review and monitor the auditors' independence and performance, and effectiveness of audit process;

8)Approval or any subsequent modification of transactions of the company with related parties;

9)Scrutiny of inter-corporate loans and investments;

10)Valuation of undertakings or assets of the company, wherever it is necessary;

11)Evaluation of internal financial controls and risk management systems;

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

13)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;

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

15)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;

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

17)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;

18)To review the functioning of the Whistle Blower mechanism;

19)Approval of appointment of CFO;

20)To review report submitted by Monitoring Agency informing material deviations in the utilisation of issue proceeds and to make necessary recommendations to the Board, if, when and where applicable;

21)Carrying out any other function as is mentioned in the terms of reference of the Audit committee.

b) Stakeholders' Relationship Committee - (Constituted in 2013-2014)

Also, pursuant to Section 178(5) of the Companies Act, 2013, the Committee was renamed by the Board of Directors on 24.05.2014 as "Stakeholders' Relationship Committee".

The Committee periodically reviews the status of shareholders' grievances and redressal of the same. The Committee met 4 times in 2014-2015 - on 24.05.2014, 14.08.2014, 14.11.2014, and 14.02.2015. The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual General Meeting of the Company held on 30.09.2014.

The composition of the Committee during year ended March 31, 2015 and the details of meetings held and attended by the Directors are as under:

None of the complaints is pending for a period exceeding 30 days. All the requests for transfer of shares have been processed on time and there are no transfers pending for more than 15 days.

Over and above the aforesaid complaints, the Company and its Registrar & Share Transfer Agent have received letters / queries / requests on various matters such as change of address, change of bank particulars, ECS mandate, nomination request etc. and we are pleased to report that except for requests received during the year end which are under process, all other queries / requests have been replied on time.

c) Nomination and Remuneration Committee - (Constituted in 2013-2014)

Pursuant to Section 178(1) of the Companies Act, 2013, the Committee was renamed by the Board of Directors on May 24, 2014 as "Nomination and Remuneration Committee".

During the year no meetings were held. The Chairman of the Nomination and Remuneration Committee was not present at the last Annual General Meeting of the Company held on 30.09.2014. The composition of the Committee during year ended March 31, 2015 and the details of meetings held and attended by the Directors are as under:

The broad terms of reference of the Nomination and Remuneration Committee are:

1)To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive and Non-Executive) and recommend to the Board, policies relating to the remuneration of the Directors, key managerial personnel and other employees;

2)To formulate the criteria for evaluation of all the Directors on the Board;

3)To devise a policy on Board diversity; and

4)To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company's goals.

Further, the details of remuneration paid to all the Directors and the other disclosures required to be made under revised clause 49 of the Listing Agreement have been published in the previous section of this Report titled "Board of Directors".

Remuneration Policy:

1)Remuneration to Non-Executive Directors

The Company has not paid any remuneration to Non-Executive Directors.

2)Managing Director and other employees of the Company

Remuneration of Rs. 90,00,000/- p.a. paid to Managing Director of the Company. Sitting fees and commission paid to Non-Executive Directors

The Company has not paid sitting fees and commission to its Non-Executive Directors. Remuneration paid to Managing Director for the year ended March 31, 2015

d) Corporate Social Responsibility (CSR) Committee - (Constituted in 2014-15)

Pursuant to Section 135 of the Companies Act, 2013, the Board of Directors of the Company had constituted a "Corporate Social Responsibility Committee" on 14.02.2015 comprising three Directors including Mr. Pradip Pai Independent, Non-Executive Director - Mrs. Sushila Kapadia (Chairman) and Mr. Amol J. Kapadia.

Committee of the Board shall consist three or more Directors, out of at least one director shall be an Independent Director.

The broad terms of reference of the Corporate Social Responsibility (CSR) Committee are:

>Formulate, monitor and recommend to the Board, the CSR Policy

>Recommend to the Board, modifications to the CSR Policy as and when required

>Recommend to the Board, the amount of expenditure to be incurred on the activities undertaken

>Review the performance of the Company in the area of CSR including the evaluation of the impact of the Company's CSR activities

>Review the Company's disclosure of CSR matters

>Consider other functions, as defined by the Board, or as may be stipulated under any law, rule or regulation including the listing agreement, and the Companies Act, 2013.

The CSR Policy devised in accordance with Section 135 of the Companies Act, 2013 and the details about the development of CSR Policy and initiatives taken by the Company on CSR during the year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have also been appended as an Annexure to the Directors Report.

The activities undertaken by the Company pursuant to the CSR Policy have been outlined in the Corporate Sustainability Initiatives Report published elsewhere in this Annual Report.

e)Risk Management Committee

The Risk Management Committee does not applicable to our Company.

f)Independent Directors' Meeting

During the year under review, the Independent Directors met on 14.02.2015, inter alia, to discuss:

•Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;

•Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors;

•Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk Management Policy (FRM) to deal with instances of  fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

Name and Address- Mr. Noel Jacob V.P. (Corp) & Co. Sec Polson Ltd. 3rd Floor Cambata Building South West Wing, 42 M. Karve Road Churchgate Mumbai-400 020 Email-sampada@polsonltd.com

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

SUBSIDIARY COMPANY:

During the year under review the Company has transfer its entire stake in its wholly owned subsidiary M/s Dudhwala Builders private Limited to M/s Oriental Pharmaceuticals Industries Limited pursuant to approval received from members of the Company obtained through postal ballot.

RELATED PARTY TRANSACTIONS:

For related party transactions, refer Note No. 27.2a and 27.2b to Accounts annexed to the Financial Statements. The Company has adopted policy on dealing with Related Party Transactions as required under Clause 49 of the Listing Agreement with the stock exchanges on August 14, 2014. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions.

There was no non-compliance by the Company and no penalties or strictures were imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI), or any statutory authority on any matter related to the capital markets during the last three years.

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

DISCLOSURES:

i.Disclosures on materially significant related party transactions that may have potential conflict with the interests of company at large.-None

ii.Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.-None

iii.Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee. For Whistle Blower Policy and Vigil Mechanism, refer to point No. 25 to the Director's Report.

iv.Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause

The Company is in compliance with the mandatory requirements mentioned under Clause 49 of the Listing Agreement to the extent applicable.

v.Compliance with Accounting Standards

In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 1956 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

vi.Independent Director

The Independent Directors have confirmed that they meet the criteria of 'Independence' as stipulated under Clause 49 of the Listing Agreement.

CEO/CFO CERTIFICATION:

The MD and Chief Financial Officer (CFO) have issued 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. The said certificate is annexed and forms part of the Annual Report.

NON-MANDATORY REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT:

The status of compliance with non-mandatory recommendations of the Clause 49 of the Listing Agreement with Stock Exchanges is provided below:

1.Shareholder Rights

A half-yearly declaration of financial performance including summary of the significant events in last six-months, may be sent to each household of shareholders.

2.Audit qualifications

Company may move towards a regime of unqualified financial statements.

3. Reporting of Internal Auditor

The Internal auditor may report directly to the Audit Committee. MEANS OF COMMUNICATION:

The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after these are approved by the Board. These are widely published in Free Press Journal and Nav Shakti.

These results are simultaneously posted on the website of the Company at www.polsonltd.com and also uploaded on the website of the Bombay Stock Exchange of India Ltd.

GENERAL INFORMATION TO SHAREHOLDERS

1. Annual General Meeting (AGM)

Date : 30th September 2015

Day: Wednesday

Time: 11.30 a.m.

Venue  Chitra Kuti at Ambaghat Vishalgad Taluka-Shahuwadi Dist. Kolhapur-415 101

2.Financial Year:

Financial Year - 1st April, 2015 to 31st March, 2016.

3.Financial Calendar:

The Company follows the period of 1st April, 2015 to 31st March, 2016, as the Financial Year.

First quarterly results:  On or before August 14, 2015

Second quarterly / Half yearly results: On or before November 14, 2015

Third quarterly results: On or before February 14, 2016

Annual results for the year ending on March 31, 2016: On or before May 30, 2016

Newspaper where the results are published: Free Press and Nav Shakti

Website where the financial results, shareholding pattern, annual report etc. are uploadedwww.polsonltd.com,: www.bseindia.com

4. Date of Book Closure:

Friday, 25th September 2015 to Wednesday, 30th September, 2015 (both days inclusive)

5. Listing on Stock Exchange:

The Equity Shares of the Company are listed on:

Bombay Stock Exchange Limited (BSE)

Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001

The Company has paid listing fees to the exchange and has complied with the listing requirements. The Company has also paid annual custodian fee for the year under review to NSDL & CDSL.

6. Stock Code:

Stock Exchange Code

BSE: 507645

Demat ISIN Numbers in NSDL and CDSL INE339F01021

CIN: L15203PN1938PLC002879

10.Registrar and Share Transfer Agents:

M/s. Purva Sharegistry (India) Private Limited Unit No. 9, Shiv Shakti Ind. Estt. J. R. Boricha Marg, Landmark: Behind Delisle Road HP Petrol Pump Near Lodha Excelus, Lower Parel (East) Mumbai-400 011 Email ID: busicomp@vsnl.com

11.Investor's Complaints to be addressed to:

Registrar and Share Transfer Agents at the above mentioned addresses.

12.Share Transfer System:

Share transfers in physical form are processed and the share certificates are generally returned to the transferees within a period of fifteen days from the date of receipt of transfer provided the transfer documents lodged with the Company are complete in all respects.

14. Dematerialization of Shares and Liquidity:

About 24.32% of total equity share capital is held in dematerialised form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on March 31, 2015.

For any assistance in converting physical shares in electronic form, investors may approach Registrar and Share Transfer Agents at the above mentioned addresses.

15. Compliance Officer:

Mr. Noel Jacob, Company Secretary 3rd Floor, Cambata Building, 42 M Karve Road, South West Wing, Churchgate Mumbai-400 020 Tel. No: 022-822321 Fax : 022-822325 Email ID: noeljacob@polsonltd.com

16. Bank Details for electronic shareholding:

Members are requested to notify their Depository Participant (DP) about the changes in the bank details. Members are requested to furnish complete details of their bank accounts, including MICR codes of their banks, to their DPs.

19. Registered Office:

Ambaghat Vishalgad, Taluka-Shahuwadi, Dist. Kolhapur, Kolhapur-415 101 Maharashtra

20.Permanent Account Number (PAN):

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.

21.Pending Investors' Grievances:

Any Member / Investor, whose grievance has not been resolved satisfactorily, may kindly write to the Company Secretary and Head Compliance at the Registered Office with a copy of the earlier correspondence.

22.Reconciliation of Share Capital Audit:

As stipulated by Securities and Exchange Board of India (SEBI), a qualified practicing Company Secretary carries out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital.

This audit is carried out every quarter and the report thereon is submitted to stock exchanges and is also placed before the Board of Directors. No discrepancies were noticed during these audits.

24.Half Yearly Certificates (Clause 47 (c):

The Company has obtained and filed with the stock exchanges, the half yearly certificates received from Mr. Kaushal Dalal, Practicing Company Secretary for due compliance with shares transfer formalities as required under Clause 47(c) of the listing Agreement.

25.Outstanding GDRs or Warrants or any Convertible Instrument, conversion Dates and likely impact on Equity: N.A

26. Addresses for Correspondence Investor's Correspondence:

For transfer of shares in physical form, dematerialization and rematerialisation:

M/s. Purva Sharegistry (India) Private Limited Unit No. 9, Shiv Shakti Ind. Estt. J. R. Boricha Marg, Landmark: Behind Delisle Road HP Petrol Pump Near Lodha Excelus, Lower Parel (East) Mumbai-400 011 Email ID: busicomp@vsnl.com

Any query on Annual Report:

Polson Limited Corporate Office: 3rd Floor, Cambata Building, 42 M. Karve Road, South West Wing Churchgate Mumbai-400 020 Email ID: sampada@polsonltd.com