29 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:55 PM
Prime Securities Ltd.

BSE

  • 34.45 3.10 (9.89%)
  • Vol: 77781
  • BSE Code: 500337
  • PREV. CLOSE
    31.35
  • OPEN PRICE
    33.35
  • BID PRICE (QTY.)
    34.45(33208)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 34.45 0.00 (0%)
  • Vol: 216594
  • NSE Code: PRIMESECU
  • PREV. CLOSE
    34.45
  • OPEN PRICE
    33.00
  • BID PRICE (QTY.)
    34.45(7999)
  • OFFER PRICE (QTY.)
    0.00(0)

Prime Securities Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

MANDATORY REQUIREMENTS

1. Company's Philosophy on Corporate Governance

The Company's philosophy on Corporate Governance is aimed at ensuring that the objectives of the Company are well defined along with timely measurement and monitoring of the performance against those objectives. It envisages attainment of a high level of transparency & accountability in the functioning of the Company and helps the management in the efficient conduct of the Company's affairs and in protecting the interest of various participants like shareholders, employees, lenders, clients, etc and at the same time places due emphasis on compliance of various statutory laws.

2. Board of Directors

(a) Composition

The Board of Directors of the Company comprises of an optimum combination of Executive and Non-Executive Directors in compliance of the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

As of the year ended March 31, 2015, the Board of Directors had Five Directors, comprising of Four Non-Executive & Independent Directors and One Executive Director. The Chairman of the Board is a Non-Executive and Independent Director

3. Audit Committee

The Audit Committee, which was originally constituted on November 5, 1995, is a qualified and independent committee, consists of members who are financially literate and having accounting and related financial management expertise.

(a) Terms of Reference

The Audit Committee has been given the powers to deal with matters specified under Clause 49 of the Listing Agreement as well as under section 177 of the Companies Act, 2013.

The terms of reference of the Audit Committee are briefly described below:

1. Overseeing the Company's financial reporting process and the disclosure of its financial information;

2. Recommending to the Board, the appointment / re-appointment of statutory auditors, fixation of their remuneration and reviewing and monitoring their independence / performance;

3. Approving the payment to statutory auditors for any other services rendered by them;

4. Reviewing, with the management, the annual / quarterly financial statements and auditor's report thereon before submission to the board for approval;

5. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and frequency of internal audit and the performance of internal auditors;

6. Discussing with internal auditors of any significant findings and follow up there on;

7. 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;

8. Discussing with statutory auditors the nature and scope of audit before the audit commences as well as post-audit discussion to ascertain any area of concern;

9. Looking 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, if any;

10. Reviewing the functioning of the Whistle Blower mechanism;

11. Approving or any subsequent modification of transactions of the Company with related parties;

12. Evaluating internal financial controls and risk management systems;

13. Approval of appointment of CFO;

14. Such other functions as is mentioned in the terms of reference of the Audit Committee.

(b) Composition, Name of Members and Chairperson

The Audit Committee presently comprises three members and all members of the Audit Committee including the Chairman are Non-Executive and Independent Directors:

1. Mr. Pradip Dubhashi - Chairman, Independent & Non-Executive Director

2. Mr. Anil Dharker - Member Independent & Non-Executive Director

3. Mr. S. R. Sharma - Member, Independent & Non-Executive Director

All members possess knowledge of corporate finance, accounts and corporate laws.

(d) Internal Auditors

The Company has appointed M/s. K. V. S. & Company, Chartered Accountants, as Internal Auditors of the Company to review the Internal Control Systems. The Report of the Internal Auditor along with their suggestions is submitted on a periodic basis before the Audit Committee for its consideration.

4. Nomination and Remuneration Committee

(a) Terms of Reference

The Board has constituted a Remuneration Committee with effect from March 21, 2002 to determine the Company's policy on remuneration packages of Executive & Non-Executive Directors and for considering any revision in their remuneration packages. During the year, the Remuneration Committee was reconstituted as "Nomination and Remuneration Committee".

The terms of reference of the Audit Committee are briefly described below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. 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 their appointment and removal.

(b) Composition, Name of Members and Chairperson

The Remuneration Committee presently comprises three members and all members of the Remuneration Committee including the Chairman are Non-Executive and Independent Directors:

1. Mr. Anil Dharker - Chairman, Independent & Non-Executive Director

2. Mr. Pradip Dubhashi - Member Independent & Non-Executive Director

3. Mr. S. R. Sharma - Member, Independent & Non-Executive Director

(c) Meeting and Attendance during the year

No meeting was held during the year under review.

(d) Remuneration Policy

1. The Managing Director / Whole-Time Director of the Company is paid remuneration by way of salary, perquisites and allowances (fixed component) and commission (variable component) as approved by the shareholders in annual general meeting and the payment in excess of the limits envisaged under the provision of the Companies Act, 2013 is subject to approval of the Central Government.

2. Non-Executive & Independent Directors are paid sitting fees for attending Board, Audit and Stakeholders' Committee Meetings. The Company also pays Commission to the Non-Executive & Independent Directors within the ceiling of 1% per annum of the profits of the Company.

5. Stakeholders Relationship Committee

The Board of Directors had constituted a Share Transfer Committee to approve transfer of shares and related matters. In line with the recommendations of the Code of Corporate Governance, the Board has re-designated the Committee as "Stakeholders Relationship Committee" and vested the Committee with further powers to monitor and review investors' grievances. The Committee, apart from approving share transfers, transmissions, etc and other related matters, also looks into the redressal of shareholder complaints like non-transfer of shares, non-receipt of annual reports etc.

The powers to approve transfer of shares and redress shareholder complaints have been designated to the Managing Director or the Company Secretary. Such transfer of shares and shareholder complaints which cannot be settled by the Whole-Time Director and the Company Secretary are placed before the Stakeholders Relationship Committee for their decision. The approval of share transfers is normally done on a weekly basis so that the Company is able to return share certificates, duly transferred, within fifteen days.

Details of share transfer / transmission and summary of shareholder queries / complaints are placed at the Meeting of members from time to time.

Composition

The Shareholders' / Investors' Grievances Committee presently comprises three members and all members of the Shareholders' / Investors' Grievances Committee including the Chairman are Non-Executive and Independent Directors:

1. Mr. Pradip Dubhashi - Chairman, Independent & Non-Executive Director

2. Mr. Anil Dharker - Member Independent & Non-Executive Director

3. Mr. S. R. Sharma - Member, Independent & Non-Executive Director

6. Corporate Social Responsibilities Committee

The Board of Directors has constituted a Corporate Social Responsibilities ("CSR") Committee as required under Section 135 of the Companies Act, 2013 and the rules made thereunder, as amended from time to time. The Committee is responsible for recommending to the Board the CSR policy and the CSR initiatives and it also monitors implementation of the activities undertaken as per the policy. CSR Committee presently comprises three members:

1. Mr. Pradip Dubhashi - Chairman, Independent & Non-Executive Director

2. Ms. Alpana Parida - Member Independent & Non-Executive Director

3. Mr. N. Jayakumar - Member, Managing Director

The Company Secretary acts as the Secretary to the Committee.

7. Risk Management Committee

The Board of Directors has constituted a Risk Management Committee as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges. The Committee is responsible for framing, implementing and monitoring the risk management plan for the Company. The Risk Management Committee presently comprises three members:

1. Mr. S. R. Sharma - Chairman, Independent & Non-Executive Director

2. Mr. Anil Dharker - Member Independent & Non-Executive Director

3. Mr. N. Jayakumar - Member, Managing Director

The Company Secretary acts as the Secretary to the Committee.

9. Disclosures

1. Materially significant related party transactions:

There are no materially significant related party transactions entered into during the year by the Company with its directors or management, their subsidiaries or relatives that may have a potential conflict with the interests of the Company at large. All related party transactions are at arm's length and in the ordinary course of business. Transactions with the related parties are disclosed in note no. 23.18 to the audited financial statements in the annual report.

2. Penalties, strictures for non-compliance:

During the last three years, there were no penalties, strictures imposed on the Company, by either the stock exchanges or SEBI or any other statutory authorities for non-compliance of any matter related to the capital markets.

3. Whistle blower policy:

The Company has established a vigil mechanism (whistle blower policy) for directors and employees to report genuine concerns, which provides for adequate safeguards against victimization of persons who avails such mechanism. A copy of the whistle blower policy is available on the website of the Company (www.primesec.com). No personnel of the Company have been denied access to the Audit Committee.

4. Compliance with mandatory and non-mandatory requirements:

The Company has complied with all the mandatory requirements of this clause. The extent of adoption of non-mandatory requirements has been stated separately in this report.

10. Code of Conduct

The board of directors has adopted the code of conduct for all board members and senior management of the Company. The said code of conduct has been communicated to all board members and senior management and they have confirmed the annual compliance with the code of conduct. A declaration to that extent signed by Managing Director has been annexed to the annual report of the Company. The code of conduct has also been displayed on the website of the Company (www. primesec.com).

11. Means of Communication

1. The board of directors of the Company approves and takes on record the quarterly, half-yearly and yearly financial results in accordance with the provisions of clause 41 of the listing agreements.

2. The quarterly, half-yearly and yearly financial results of the Company, as approved by the board of directors of the Company, are communicated to all the stock exchanges, where the shares of the Company are listed and published in the mumbai edition of free press journal & navsakti within the stipulated time. The same are not sent individually to each shareholder.

3. The Company's financial results and other official news release are displayed on the Company's website (www. primesec.com).

4. At present, no formal presentations are made to analysts.

12. General Shareholder information

* AGM: date, time and venue : Monday, September 21, 2015 at 10.00 a.m. at Victoria Memorial School for the Blind, Tardeo Road, Opp. Film Centre, Mumbai 400034

* Financial calendar : Financial Year ? April 1, 2015 to March 31, 2016

i) First quarter ended June 30, 2015 ? on or before August 14, 2015

ii) Second quarter & half-year ended September 30, 2015 ? on or before November 14, 2015

iii) Third quarter & nine months ended December 31, 2015 ? on or before February 14, 2016

iv) Fourth Quarter and year ended March 31, 2016 ? during April 2016 to May 2016.

* Date of book closure : Wednesday, September 16, 2015 to Monday, September 21, 2015 (both days inclusive)

* Dividend payment date : N.A.

* Listing on stock exchanges : The Bombay Stock Exchange Limited (“BSE”) and The National Stock Exchange of India (NSE). The Company has paid the listing fees for the year 2015-2016

* Stock code – Physical : BSE: 500337 / NSE: PRIMESECU

* Demat ISIN number for NSDL and CDSL: INE032B01021

* Performance in comparison tobroad-based indices such as BSE sensex, CRISIL Index, etc. : As per Annexure “2”

* Registrar and Transfer Agent : Sharepro Services (India) Private Limited Samhita Warehousing Complex, 13 AB, Gala No. 52, 2nd Floor, Nr. Sakinaka Telephone Exchange, Off. Kurla Andheri Road, Sakinaka, Mumbai 400072. Tel: +91-22-67720300 Fax: +91-22-28508927 Email: sharepro@shareproservices.com

* Share Transfer System : The Company Secretary or the Managing Director of the Company are authorised to approve the transfer of share and the same are generally registered / confirmed within 15 days of receipt, provided the documents are clear in all aspects. The said transfers are then noted at the subsequent stakeholder’s relationship committee meeting.

* Distribution of shareholding : As per Annexure “3”

* Shareholding pattern : As per Annexure “4”

* Dematerialisation of shares and liquidity : 94.67% of the total shareholding has been dematerialised as on March 31, 2015

* Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact of equity : None

* Plant location : Not Applicable

* Address for correspondence : Shareholders correspondence should be addressed to the Registrar and Share Transfer Agents of the Company, M/s Sharepro Services (India) Private Limited, Samhita Warehousing Complex, 13 AB, Gala No. 52, 2nd Floor, Nr. Sakinaka Telephone Exchange, Off. Kurla Andheri Road, Sakinaka, Mumbai 400072. Tel: +91-22-67720300 Fax: +91-22-28508927. The Company has designated an exclusive e-mail id sharepro@shareproservices.com for redressal of investor complaints / grievances. Shareholders holding shares in the electronic form should address all their correspondence to their respective depository participants.

NON-MANDATORY REQUIREMENTS

1. The Board

The Company has a non-executive chairman. The chairman is not entitled to maintain an office at the Company's expenses. However, the Company reimburses expenses, if any, incurred by him in the performance of his duties.

2. Shareholders rights

As the Company's half yearly results are published in the newspapers as prescribed under the clause 49 of the listing agreement, the Company is not sending the half-yearly results to individual shareholder.

3. Audit qualification

Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

4. Separate post of chairman and CEO

The posts of chairman and Managing Director are separate.

5. Reporting of internal auditor

The internal auditor of the Company reports to the Audit Committee.