30 Apr 2017 | Livemint.com

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Shreejal Info Hubs Ltd.

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Shreejal Info Hubs Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

(Pursuant to Clause 49 of the Listing Agreement)

The Corporate Governance code introduced by Securities and Exchange Board of India ('SEBI') as adapted by incorporating a new clause No.49 in the listing agreement of the Stock exchange and also by applicable provisions of the Companies (Amendment) Act, 2000, is being implemented by the company. A report on Corporate Governance is given below:

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company firmly believes that corporate governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders and clients of the Company and the unquestioned integrity of all personnel involved or related to the Company. To ensure transparency, fairness and objectivity in an organisation's functioning, the Company has proactively adopted best practices with regard to corporate governance and compliance, which are ahead of regulatory requirements. The Company's policy on compliance with external regulatory requirements is backed by stringent internal policies and principles to ensure, interalia, priority to clients' interest over proprietary interest, maintenance of confidentiality of client information and prevention of insider trading.

2. BOARD OF DIRECTORS

(a) Composition of Board of Directors:

The Board of the Directors as on 31st March, 2014 comprises of following Executive and Non-Executive Directors. The details of Composition, Category of Directors and their other Directorship and Membership / Chairmanship of Committees are as given below:

The Board of Directors of the Company consists of eminent persons with considerable professional expertise and experience in business, industry, finance, management and marketing. The composition of the Board of Directors with reference to number of Executive and Non-Executive Directors meets with the requirements of Clause 49 (1)

(A) of the Listing Agreement. None of the Directors on the Board is a member on more that ten Committees and Chairman of more than five Committees as per Clause 49 (IV)

(B) across all Companies in which they are Directors.

(b) Board Committees:

The Board has constituted three committees namely Audit committee, Shareholders'/Investors' Grievance Committee and Remuneration committee. The Committees of Board provide and evaluate the strategies direction of the company, Management policies and their effectiveness and ensures that the long-term interests as the shareholders are being served.

(c) Board Procedure:

To enable the Board to discharge its responsibilities effectively, the Managing Director briefed the Board at every meeting on the financial performance of the Company up to last completed month as against the budget/revised budget of the year. Presentations are made by the Managing Director about the financial, operational performance and market scenario.

The Board also reviewed:

> Strategy and business plans;

> Annual operating and capital expenditure budgets;

> Investment plans of the company;

> Compliance with statutory/regulatory requirements and review of major legal issues;

> Adoption of quarterly / half yearly / annual results (after recommendation of Audit Committee where required);

> Significant labour problems;

> Major accounting provisions and write-offs; and

3. AUDIT COMMITTEE:

(a) Composition:

Presently the audit committee consists of 3 Directors. All members of Audit Committee are financially literate and 2 Directors out of 3 has financial management expertise as required for member of Audit Committee as stipulated in Clause 49 of the Listing Agreement. The Details of Audit Committee meetings held during the year 1st April, 2013 to 31st March, 2014 and the attendance of the Audit Committee Members are as under:

During the financial year 2013 - 2014, Four Audit Committee Meetings were held.

The Chairman of the Committee was present at the Annual General Meeting of the Company held on 30/09/2013 to attend the shareholders' queries.

The Audit Committee has been vested with the following powers:

i. To investigate any activity in terms of its reference;

ii. To seek information from any employee;

iii. To obtain outside legal or other professional advice;

iv. To secure the attendance of outsiders with relevant expertise, if it considers necessary.

(b) Terms of Reference

The terms of reference of the Audit Committee include the matters specified under Clause 49(11) of the Listing Agreement entered into with the Bombay Stock Exchange Limited includes the following:

> Oversee 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.

> Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

> Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

> Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required being included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956

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 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.

> Reviewing, with the management, the quarterly financial statements before submission to the board for approval

> 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

> Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

> 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.

> Discussion with internal auditors any significant findings and follow up there on.

> 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.

> 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.

> 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.

> To review the functioning of the Whistle Blower mechanism, in case the same is existing.

> Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

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

4. Nomination And Remuneration Committee:

(a) Composition

Presently, the Nomination And Remuneration Committee consists of 3 Directors. The Company has constituted a Nomination And Remuneration Committee to decide and fix payment of remuneration and sitting fees to the Directors of the Company.

 (b) Terms of reference

> Fix the remuneration payable to the Executive Directors;

> Review the performance of employees and their compensation; and

> Review the performance of employees against specific key result areas identified as yardsticks for measuring performance.

5. Stakeholders Relationship Committee:

The Company has a Stakeholders Relationship Committee.

(a) Functions

The Board of Directors of the Company has constituted a Committee of Directors which also functions as Stakeholders Relationship Committee, consisting of 3 members.

The Committee interalia, deals with various matters relating to:

> transfer/transmission of shares;

> issue of duplicate share certificates;

> investors, grievances and redressal mechanism and recommend measures to improve the level of investor services.

Details of shares transfer / transmission approve by the Committee and Shareholders / Investors' grievances are placed at the Board Meetings from time to time.

The share department of the Company and registrar and transfer agents, Adroit Corporate Services Private Limited attends expeditiously to all grievances/correspondences of the shareholders and investors. The complaints are generally resolved within 30 days of receipt of letter, except in the cases that are constrained by disputes or legal impediment.

Details of shareholders' complaints received, not solved and pending share transfers:

The Company has received Nil investor complaints and resolved Nil complaints during the financial year under review

7. DISCLOSURES REGARDING RELATED PARTY TRANSACTIONS:

There were no transactions by the company of material significance with related parties i.e. its Promoters, Directors of Companies or the Management or their relatives during the year which may have potential conflict with interest of the Company at large.

8. MEANS OF COMMUNICATION:

(i) The periodical unaudited / audited financial results are published as required under the Listing Agreement in English newspaper having nationwide circulation and in Vernacular [Marathi] language. All financial and other vital information is promptly communicated to the Stock Exchange on which Company's shares are listed.

(ii) The Management Discussion and Analysis report prepared by the management and forming part of the Annual Report is separately attached.

9. GENERAL SHAREHOLDERS' INFORMATION

1 Company Registration Details

The Company is registered in the State of Maharashtra, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L24100MH1962PLC012475.

2 Annual General Meeting : Wednesday, 31st December, 2014

3 Financial Year : April 1, 2013 to March 31, 2014

First Quarter ended June, 2014 : Upto 15th August, 2014

Second Quarter ended September, 2014 : Upto 15* November, 2014

Third Quarter ended December, 2014 : Upto 15th February, 2015

Audited Financial Result ended March, 2015 : Upto 30* May, 2015

4 Dates of Book Closure :” Saturday, 27th December 2014 to Wednesday, 31st December 2014 [both days inclusive.)

5 Listing on Stock Exchanges

Bombay Stock Exchange Limited

Phirozejeejeebhoy Towers, Dalai Street, Mumbai- 400 001 Web: www.bseindia.com  The Company has paid Annual Listing Fees for the year 2013-2014 to Bombay Stock Exchange Limited (BSE] and the Custodial Fees for the year 2013-2014 to National Securities Depositories Limited and Central Depositories Services (India) Limited.

IS1N Number:  INE765C01024

9 Registrars and Transfer Agents

BIGSHARE SERVICES PRIVATE LIMITED

E-3 Ansa Industrial Estate saki Vihar Road, Sakinaka, Mumbai: 400078. Tel: 022-28470652,40430200,28470653.  

Share Transfer System

Shares sent for transfer in physical to Bigshare Services Private Limited (R&T Agents), are registered and returned with a period of 15 days from the date of receipt, if the documents are in order. The Shareholders/ Investors' grievance Committee meets periodically to consider the transfer proposal. All requests for dematerialization of shares are processed by the Company and Bigshare Services Private Limited within 21 days.

11 Dematerialization of shares

Equity Shares of the Company can be traded in dematerialized form, so it is advisable that the shareholders who have shares in physical form get their shares dematerialized. As on 31st March, 2014, 30,69,905 equity shares comprising 05.30% of the total paid up share capital were held in dematerialized form with CDSL & NSDL.

12 Registered & Corporate Address

912, Krushal Commercial Bldg, M.G.Rd, Chembur  (W), Above Shoppers Stop, Mumbai: 400089.  Tel.: 022-25251934  Fax.: 022-25271934  Email: shreejalinfo@gmail.com  Website: www.shreejalinfo.com  

15 Compliance Officer : Mrs. Priti Vora

16 Address of correspondence

Investors correspondence: BIGSHARE SERVICES PRIVATE LIMITED

E-3 Ansa Industrial Estate saki Vihar Road, Sakinaka, Mumbai: 400078.  Tel: 022-28470652,40430200,28470653.

Any query on Annual Report:

BIGSHARE SERVICES PRIVATE LIMITED

E-3 Ansa Industrial Estate saki Vihar Road,