28 Apr 2017 | Livemint.com

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SMIFS Capital Markets Ltd.

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SMIFS Capital Markets Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014-15

(As required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges)

Transparency and accountability are the two basic tenets of Corporate Governance. Corporate Governance consists of laws, policies, procedures, and most importantly, practices that ensure the well-being of the assets of the Company, enhance shareholders' value and discharge social responsibilities.

Board of Directors of your Company is responsible for and committed to sound principles of Corporate Governance in the Company. Board plays a crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and Independent Board. Responsible Corporate conduct is integral to the way we do our business. Our actions are governed by our values and principles, which are reinforced at all levels within the Company.

Board of Directors' of your Company is committed in doing things the right way which means taking business decisions and acting in a way that is ethical and is in compliance with the applicable legislation. A Code of Conduct is framed and adopted by the Board of Directors to ensure strict management compliance.

Your Company acknowledges its responsibilities towards its stakeholders and ensures compliance with the requirements of the guidelines on Corporate Governance stipulated under Clause 49 of the Listing Agreement. Your Company respects the rights of its shareholders and its endeavor has always been to maximize the long term value to the shareholders of the Company.

I. Company's philosophy on Corporate Governance

Your Company has implemented and is continuously improving the Corporate Governance procedures with the objective of fulfilling expectation of the shareholders and Company's social commitment through transparency, disclosure, accountability, compliance, ethical code, stakeholders' interest. Corporate Governance practices go beyond statutory and regulatory requirements. Your Company is committed to follow the spirit of good governance than mere compliance with the conditions specified by regulatory authorities.

Compliance with Clause 49 of the Listing Agreement

Your Company is fully compliant with the mandatory requirements of Clause 49 of the Listing Agreement formulated by SEBI.

Your Board presents the report on compliance of governance stipulations specified in Clause 49.

II. Board of Directors

As on March 31, 2015, your Company had 6 directors with a Non- Executive Chairman and a Managing Director. Board of Directors of your Company is comprised of 5 Non-Executive Directors. Among the Non-Executive Directors, 3 (Three) are Independent Directors. Composition of the Board of your Company fulfills the requirement under Clause 49 (as amended) which is as under :

None of your Directors on the Board are members of more than 10 (Ten) Committees and Chairman of more than 5 (Five) Committees across all Companies in which they are Directors. Necessary disclosures regarding Committee position in other Public Companies as on March 31, 2015 have been made by the Directors.

Board Members are responsible for the management of the business. Role, functions, responsibility and accountability of the Board are clearly defined. In addition to its primary role of monitoring corporate performance, functions of the Board include (i) approving corporate philosophy and vision; (ii) formulation of strategic and business plans; (iii) reviewing and approving financial plans and budgets; (iv) monitoring corporate performance against strategic and business plans, including overseeing operations; (v) ensuring ethical behavior and compliance of laws and regulations; (vi) reviewing and approving borrowing limits; (vii) formulating exposure limits; and (viii) keeping shareholders informed regarding plans, strategies and performance.

Name and nature of appointment of Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships / Memberships held by them in other Companies is given below.Other Directorships do not include Alternate Directorships, Directorships of Private Limited Companies, Section 8 Companies and Companies Incorporated outside India. Chairmanships / Memberships of Board Committees include only Audit and Stakeholders Relationship Committees.

III. Board Meetings

Five Board Meetings were held during the year and the gap between two meetings did not exceed 120 days (One Hundred Twenty days).

IV. Audit Committee

(i) Audit Committee of the Company is constituted as per the provisions of Clause 49 of the Listing Agreement read with Section 177 of the Companies Act, 2013.

(ii) Audit Committee has been vested with the following powers :

a. To investigate any activity within its terms of reference.

b. To seek information from any employee.

c. To obtain outside legal or other professional advice.

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

(iii) The terms of reference of 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. Recommendation for 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 Auditor's Report thereon before submission to the board for approval, with particular reference to :

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of sub-section 3 of section 134 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 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, 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;

7. Review and monitor the Auditor's 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 the 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 (i.e., the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. 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 of the Audit Committee.

V. Nomination and Remuneration Committee

(i) The Company has constituted a Nomination and Remuneration Committee of Directors.

(ii) The broad terms of reference of the Nomination and Remuneration Committee are as follows :

1. Formulate 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. The Committee while formulating the policy will ensure that—

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

3. Formulation of criteria for evaluation of Independent Directors and the Board.

4. Devising a policy on Board diversity.

5. 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 and the Company shall disclose the Remuneration Policy and the evaluation criteria in its Annual Report.

6. a) Recommend & Review succession plans for Managing Director. b) Review and approve succession plans for Senior Management

7. Such other matters as Board may from time to time request the Nomination and Remuneration Committee to examine and recommend / approve.

(iii) The composition of the Nomination and Remuneration Committee and particulars of meetings attended by the members of the Nomination and Remuneration Committee are given below:

Pursuant to Section 197(5) of the Companies Act, 2013 read with Clause 49 II(C) of the Listing Agreement, sitting fees payable to Non-Executive Directors per Board Meeting is Rs. 7,500/- (inclusive of tax) which is within the limits fixed by the Central Government. Fee of Rs. 1,000/- (inclusive of tax) is paid for each Committee meeting (i.e. Nomination and Remuneration Committee, Audit Committee and Stakeholders Relationship Committee)

(b) Managing Director :

Managerial remuneration paid to Mr. Kishor Shah, Managing Director pursuant to compliance with Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 is given as under :

Mr. Kishor Shah was appointed Managing Director w.e.f. April 1, 2012 for a period of three years and his remuneration for the year was approved by the shareholders at the Annual General Meeting held on September 8, 2012. Board of Directors in their meeting held on January 30, 2015 re-appointed Mr. Kishor Shah as Managing Director with effect from April 1, 2015 for a further period of three years at a remuneration recommended by the Nomination and Remuneration Committee subject to the approval of shareholders at the ensuing Annual General Meeting. Remuneration to be drawn by Mr. Kishor Shah, Managing Director is within the limits prescribed under Section 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY

The objective and purpose of this policy are :

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

• To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

In the context of the aforesaid criteria the following policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting held on August 6, 2014.

Composition of the Nomination and Remuneration Committee :

The Nomination and Remuneration Committee shall comprise of the members as may be decided by the Board of Directors from time to time.

Definitions :

• Board means Board of Directors of the Company.

• Directors mean Directors of the Company.

• Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

• Company means SMIFS Capital Markets Limited.

• Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

• Key Managerial Personnel (KMP) means -

(i) Executive Chairman and / or Managing Director;

(ii) Whole-time Director;

(iii) Manager

(iv) Chief Financial Officer;

(v) Company Secretary;

(vi) Such other officer as may be prescribed under the applicable statutory provisions/ regulations.

• Senior Management means personnel of the Company occupying the position of Chief Executive Officer (CEO) of any unit / division or Vice President including Vice President of any unit / division of the Company. Unless the context otherwise requires, words and expressions used in this

policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

Applicability

The Policy is applicable to :

• Directors (Executive and Non Executive)

• Key Managerial Personnel

• Senior Management Personnel

PART - A

MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

PART - B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications :

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. The Company shall not appoint or continue the employment of any person as Whole-time Director/ Managing Director/ Manager who has attained the age of seventy years. The term of persons holding position may be extended beyond seventy years with shareholders approval.

Term / Tenure :

1. Managing Director/Whole-time Director/ Manager :

The Company shall appoint or re-appoint any person as its Managing Director, Whole-time Director or Manager for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director :

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's Report. Further, his appointment will be as per the Companies Act, 2013 and various Clause of the Listing Agreement.

Evaluation :

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

Removal :

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement :

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PART - C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

General :

1. The remuneration / compensation / commission etc. to the Whole-time Director, Managing Director, Manager, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation/ commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to the Whole-time Director/ Managing Director/ Manager, Executive Chairman shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013 and the rules made thereunder.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director/ Managing Director/ Executive Chairman.

4. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel :

1. Fixed pay :

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break up of the pay scale and quantum of perquisites including, employer's contribution to provident fund, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Minimum Remuneration :

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess remuneration :

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive / Independent Director :

1. Remuneration / Commission :

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.

2. Sitting Fees :

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. 100,000 (One lakh Rupees only) per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3. Commission :

Subject to the provisions of the section 197 of the Companies Act, 2013, any director who is in receipt of any commission from the Company and who is a managing or whole-time director of the Company shall not be disqualified from receiving any remuneration or commission from any holding Company or subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

4. Stock Options :

An Independent Director shall not be entitled to any stock option of the Company.

(c) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees and Stakeholders Relationship Committee. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Key Managerial Personnel (KMP) and the Senior Management. The Directors expressed their satisfaction with the evaluation process.

VI. Stakeholders Relationship Committee

(i) The Company has constituted a Stakeholders Relationship Committee of Directors to look into the redressal of complaint of investors such as transfer or credit of shares to demat accounts, non-receipt of dividend / notices / annual reports, etc.

(ii) The Stakeholders Relationship Committee consist of 3 (Three) Directors namely Mr. Santosh Kumar Mukherjee, Mrs. Ramya Hariharan** and Mr. Kishor Shah of which 2 (Two) are Non-executive Independent Directors. Mr. Santosh Kumar Mukherjee, Non­Executive Independent Director is the Chairman of the Committee

(iii) One Meeting of Stakeholders Relationship Committee was held during the year on August

6, 2014.

(iv) The Company Secretary is the Secretary of the Committee.

**Mrs. Ramya Hariharan was appointed as the Director of the Company on September 20, 2014.

VII. Share Transfer Committee

(i) The Company constituted a Share Transfer Committee to look into requests received for transfers, split, consolidation as well as issue of duplicate share certificates and complete the process and dispatch of the certificates well within the stipulated time.

(ii) Share Transfer Committee comprises of Mr. Utsav Parekh, Mr. Santosh Kumar Mukherjee and Mr. Kishor Shah.

(iii) Share Transfer Committee meetings were held from time to time to give effect to transfer of shares.

(iv) Share Transfer Committee is prompt in dealing with all the requests received relating to transfer of shares and other related matters.

(v) The Company Secretary is the Secretary of the Committee.

VIII. Independent Directors Meeting

During the year under review, the Independent Directors met on August 6, 2014, inter alia, to discuss :

(i) Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;

(ii) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

(iii) 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.

IX. Committee of Directors

In addition to the above committees, the Board has constituted the Committee of Directors, which considers matters urgent in nature. The Committee comprises of Mr. Utsav Parekh, Mr. Santosh Kumar Mukherjee, Mr. Ajay Kumar Kayan and Mr. Kishor Shah.

The Company Secretary is the Secretary of the Committee.

XI. Disclosure by the Management to the Board

The management discloses to the Board all material, financial and commercial transactions where they have personal interest and which may have potential conflict of interest with the Company at large :

(a) Related party transactions for the year being transactions with Promoters, Directors or Key Managerial Personnel or their Relatives has been stated in Note 31 of Notes on Financial Statements. Further, the Board has approved a policy for related party transactions which has been uploaded on the Company's website.

(b) There was no significant instance of non-compliance on any matter related to the capital market, during the last three years.

(c) Vigil Mechanism - Your Company has established a mechanism called "Vigil Mechanism" for employees to report to the management instances of unethical behaviour actual or suspected, fraud or violation of Company's code of conduct or ethics policy. The policy is available on the website of the Company at www.smifscap.com .

(d) Familiarization Programme for Independent Directors - Company has formulated a Familiarization Programme for the Independent Directors and the details of which are disclosed on the Company's website www.smifscap.com .

XII. Subsidiary Company

The Company has one Wholly Owned Subsidiary Company, SMIFS Capital Services Limited. One Independent Director on the Board of the Company is the Director on the Board of the Subsidiary Company. Audit Committee of your Company reviews the financial statements of the Subsidiary Company in each meeting. Minutes of the Board Meetings of the Subsidiary Company are considered at Board Meetings of your Company and at regular intervals, significant transactions, arrangements entered into by the Subsidiary Company are placed at the Board Meetings of your Company.

XIII. Compliance Certificate

Compliance Certificate on Corporate Governance from Auditors of the Company is annexed herewith.

XIV. Means of Communication

Financial results of the Company are published in the newspapers as follows :

Quarterly and half-yearly results :

Published in the newspapers :

i) First Quarter ended June 30, 2014 unaudited results published in Business Standard (English) and Arthik Lipi (Bengali) on August 7, 2014. Af

ii) Second Quarter and half-yearly results ended September 30, 2014 published in Business Standard (English) and Ek Din (Bengali) on November 10, 2014.

iii) Third Quarter and nine months ended December 31, 2014 unaudited results published in Business Standard (English) and Ek Din (Bengali) on January 31, 2015.

iv) Fourth Quarter and year ended March 31, 2015 audited results published in Business Standard (English) and Ek Din (Bengali) on May 28, 2015

Newspapers in which results are normally published :

Business Standard (English), Arthik Lipi / Ek Din (Bengali).

Any website, where displayed :

The results are displayed on the Company's website at www.smifscap.com

Whether it also displays official news releases: Yes

Management's Discussions & Analysis forms part of this Annual Report : Yes

XV. General Shareholders' Information

Compliance Certificate on Corporate Governance from Auditors of the Company is annexed herewith.

(i) Annual General Meeting

Date : September 26, 2015

Time : 10.00 a.m.

(ii) Venue

Rrangoli Banquet Hall, "Vaibhav" 4 Lee Road, Ground Floor, Kolkata- 700 020

 (iii) Financial Calendar :

April to March

 (iv) Dividend Payment date :

If approved in the Annual General Meeting to be held on September 26, 2015 to be paid on or after October 1, 2015.

(v) Date of Book Closure :

September 19, 2015 (Saturday) to September 26, 2015 (Saturday) (both days inclusive)

(vi) Listing on Stock Exchange :

Equity shares of the Company are listed on BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

(vii) Stock Code :

508905 - BSE 29354 - CSE

 (viii) ISIN Number for NSDL / CDSL :

INE641A01013

There was no trading of shares at CSE during the year.

(x) Registrars and Transfer Agents :

Name & Address : M/s Maheshwari Datamatics Pvt. Ltd.

6, Mangoe Lane, (2nd Floor), Kolkata - 700 001

Telephone : (033) 2243-5029, 2243-5809, 2248-2248

Fax : (033) 2248-4787 E-mail : mdpldc@yahoo.com  

(xi) Corporate Filing and Dissemination System (CFDS)

Pursuant to Clause 52 of the Listing Agreement, Companies are now required to upload the quarterly financial results under Corporate Filing and Dissemination System (CFDS). Your Company has been duly registered under the said system and all data relating to the quarterly financial results along with Corporate Governance Report and shareholding pattern are filed under the said system.

(xii) Share Transfer System

Shares lodged for transfer at the Registrar's address are normally processed within 15 days from the date of lodgment, if the documents are clear in all respects. All requests for dematerialization of shares are processed and the confirmation is given to the depositories within 15 days. The Share Transfer Committee approves all transfers and transmissions. Grievances received from members, if any, and other miscellaneous correspondence on change of address, mandates are processed by the Registrar within 15 days from the date of receipt of correspondence.

 (xiii) Reconciliation of Share Capital Audit Report

Securities and Exchange Board of India vide circular no. CIR/MRD/DP/30/2010 dated September 6, 2010 directed all the issuer Companies to submit a Reconciliation of Share Capital Audit Report (Report) reconciling the total shares held in both the depositories viz., NSDL and CDSL and in Physical Form with the Total Issued /Paid Up Capital. The report replaced the earlier Secretarial Audit Report.

The said report, duly certified by a Company Secretary in Practice is submitted to the Stock Exchanges where the securities of the Company are listed within 30 days of the end of each quarter and the certificate is also placed before the Board of Directors of the Company.

(xiv) Policy on Insider Trading

The Company has formulated a Code of Conduct for Prevention of Insider Trading ('Code') in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended in January 30, 2015. Board of Directors has appointed Ms. Poonam Bhatia, Company Secretary as the Compliance Officer under the Code, being responsible for complying with the procedures, monitoring adherence to the rules for preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board. The Code, inter alia, prohibits purchase and/ or sale of shares of the Company by an insider or by any other Company, while in possession of unpublished price sensitive information in relation to the Company during certain prohibited periods. The Code is available on the Company's website.

(xv) Details of use of Public Fund obtained in the last three years :

No fund has been raised from the public during the last three years.

(xvi) Plant location :

The Company is engaged in the business of financial services and has no plant.

Any query relating to financial statements of the Company may be addressed to the Chief Financial Officer of the Company :

Mr. Shreemanta Banerjee

CFO-cum- Assistant Vice President (Finance and Taxation)

SMIFS Capital Markets Limited

'Vaibhav', (4F), 4 Lee Road Kolkata - 700 020

Telephone : (033) 2290 7400/ 7401 Fax : (033) 2287 4042

E-mail : smifscap@vsnl.com  

Investors' Correspondence may be addressed to the Compliance Officer of the Company :

Ms. Poonam Bhatia

Company Secretary-cum-Senior

Manager Legal

SMIFS Capital Markets Limited

'Vaibhav', (4F), 4 Lee Road Kolkata - 700 020

Telephone : (033) 2290 7400/ 7401 Fax : (033) 2287 4042 E-mail : smifscap@vsnl.com  cs.smifs@gmail.com

(xvii) Other Information

a) Compliance

Compliance Certificate on Corporate Governance from Auditors of the Company is annexed herewith.

b) Code of Conduct

In order to make the employees of the Company knowledgeable and committed to follow highest level of integrity and to outline the Company's value and principles and to set out the standards of the professional and ethical behaviour expected of the employees in the organization, Board of Directors of your Company have laid down Code of Business Conduct and Ethics.

Affirmation of Compliance to the Code has been made by the Board Members and Senior Management of the Company.

c) Annual declaration by CEO pursuant to Clause 49(II)(E)(2) of Listing Agreements with Stock Exchanges

As the Chief Executive Officer of SMIFS Capital Markets Limited and as required by Clause 49(II)(E)(2) of the Listing Agreement, Mr. Kishor Shah, Managing Director furnished declaration to the Company that all the Board Members and the Senior Management Personnel of the Company have affirmed compliance with the Company's Code of Conduct and ethics for the Financial Year 2014-15.

(xviii) Information pursuant to Clause 49 VIII (E) of the Listing Agreement

Details of Mr. Utsav Parekh, Director who has consented to be re-appointed as Director on retirement by rotation at the ensuing Annual General Meeting :

Mr. Utsav Parekh, aged about 58 years, is B.Com (H) with more than three decades of experience. He started his illustrious career by entering into stock broking and received exposure in various aspects of the stock market as a partner of Stewart & Company.

(xix) Other Information

a) Compliance

Compliance Certificate on Corporate Governance from Auditors of the Company is annexed herewith.

b) Code of Conduct

In order to make the employees of the Company knowledgeable and committed to follow highest level of integrity and to outline the Company's value and principles and to set out the standards of the professional and ethical behaviour expected of the employees in the organization, Board of Directors of your Company have laid down Code of Business Conduct and Ethics.

Affirmation of Compliance to the Code has been made by the Board Members and Senior Management of the Company.

c) Annual declaration by CEO pursuant to Clause 49(II)(E)(2) of Listing Agreements with Stock Exchanges

As the Chief Executive Officer of SMIFS Capital Markets Limited and as required by Clause 49(II)(E)(2) of the Listing Agreement, Mr. Kishor Shah, Managing Director furnished declaration to the Company that all the Board Members and the Senior Management Personnel of the Company have affirmed compliance with the Company's Code of Conduct and ethics for the Financial Year 2014-15.

(xx) Information pursuant to Clause 49 VIII (E) of the Listing Agreement

Details of Mr. Utsav Parekh, Director who has consented to be re-appointed as Director on retirement by rotation at the ensuing Annual General Meeting :

Mr. Utsav Parekh, aged about 58 years, is B.Com (H) with more than three decades of experience. He started his illustrious career by entering into stock broking and received exposure in various aspects of the stock market as a partner of Stewart & Company.