24 Apr 2017 | Livemint.com

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Sugal & Damani Share Brokers Ltd.

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  • BSE Code: 511654
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Sugal & Damani Share Brokers Ltd. Accounting Policy

CORPORATE GOVERNANCE9867191211

(A) Mandatory Requirements:

1)A brief Statement on the Company's philosophy on Code of Governance

Your Company believes that good Corporate Governance contemplates that corporate actions balance the interests of all Stakeholders and satisfy the tests of accountability, transparency and fair play.

2)Board of Directors

Presently, your Board consists of 7 Directors, out of which 5 are Non-Executive Directors. Thus, the number of Non-Executive Directors is more than 50% of the total number of Directors. There are 4 Independent Directors.

The Non-Executive Directors are professionals, having expertise in general corporate management, finance and other allied fields.

None of the Directors on the Board is a member on more than 10 committees and Chairman of more than 5 committees (as specified in Clause 49 of the Listing Agreement with Stock Exchange), across all the Companies in which they are Directors. The necessary disclosures regarding committee positions have been made by the Directors.

Responsibilities:

Executive Directors

Mr. S. Vinodh Kumar and Mr. Mahesh Chandak, Executive Directors of the Company, are responsible for the day-to-day management of the Company.

Independent Directors

The Independent Directors play a vital role in vetting issues and decisions at the Audit Committee / Nomination and Remuneration Committee / Board meetings and bring to the Company their wide experience in the field of corporate management, accounts, finance, taxation, audit, legal and information management. All the four Independent Directors are Non-Executive and have access to all the information of the Company.

Selection of Independent Directors

Considering the requirement of skill sets on the Board, people having an independent standing in their respective field / profession, and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of directorships and memberships held in various committees of other companies by such persons. The Board considers the Committee's recommendation, and takes appropriate decision.

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.

Board Procedure

A detailed agenda folder is sent to each Director in advance of Board and Committee Meetings. To enable the Board to discharge its responsibilities effectively, the Executive Director briefs the Board members at every meeting on the overall Company performance. A report on compliance of all laws applicable to the Company including requirements of Listing Agreements with BSE and MSE is placed at every Board Meeting.

Information in cases of appointment / re-appointment of Directors as required under Listing Agreement are given in a separate sheet forming part of the Notice of Annual General Meeting.

Remuneration of Directors Remuneration of Executive Directors

1.Mr. S. Vinodh Kumar

At the Board Meeting held on 27.01.2011, Mr. S. Vinodh Kumar was re-appointed as Whole time Director of the Company, designated as Executive Director on the following terms, conditions and remuneration:

Basic Salary: Rs. 80,000/- (Rupees Eighty Thousand only) per month (i.e., Rs. 9,60,000/- per year).

Allowances:

Special Allowance : Rs. 4,650/- (Rupees Four Thousand Six Hundred Fifty only) per month (i.e., Rs. 55,800/- per year).

Transportation Allowance : Rs. 2,000/- (Rupees Two Thousand only) per month (i.e., Rs. 24,000/- per year).

Perquisites:

Housing : Free Furnished accommodation will be provided to Mr. S. Vinodh Kumar. The expenditure by the Company on hiring furnished accommodation for him will not exceed Rs. 20,000/- (Rupees Twenty Thousand only) per month (i.e., Rs. 2,40,000/- per year).

Employer's Contribution to Provident Fund : Rs. 9,600/- (Rupees Nine Thousand Six Hundred only) per month (i.e. Rs. 1,15,200/- per year).

Medical Reimbursement : Reimbursement of medical expenses incurred by Mr. S. Vinodh Kumar, his wife and minor children subject to a ceiling of Rs. 15,000/- (Rupees Fifteen Thousand only) per year.

Leave travel concession : Leave travel concession of Rs. 90,000/- (Rupees Ninety Thousand only) per year for Mr. S. Vinodh Kumar, his wife and minor children.

Explanation:

Perquisites shall be evaluated as per the Income-tax Rules, wherever applicable and in absence of any such rule, perquisites shall be evaluated at actual cost.

At the Board Meeting of May 29, 2015, Mr. S. Vinodh Kumar expressed to the Board and the Nomination & Remuneration Committee his desire to waive off the remuneration paid to him by the company w.e.f. June 1, 2015. The Board took note of the same.

2. Mr. Mahesh Chandak

At the Board Meeting held on 27.01.2011, Mr. Mahesh Chandak was re-appointed as Whole time Director of the Company, designated as Executive Director on the following terms, conditions and remuneration:

SUGAL & DAMANI

Basic Salary: Rs. 80,000/- (Rupees Eighty Thousand only) per month (i.e., Rs. 9,60,000/- per year).

Allowances:

Special Allowance: Rs. 4,650/- (Rupees Four Thousand Six Hundred Fifty only) per month (i.e., Rs. 55,800/- per year).

Transportation Allowance: Rs. 2,000/- (Rupees Two Thousand only) per month (i.e., Rs. 24,000/-per year).

Perquisites:

Housing : Free Furnished accommodation will be provided to Mr. Mahesh Chandak. The expenditure by the Company on hiring furnished accommodation for him will not exceed Rs. 20,000/- (Rupees Twenty Thousand only) per month (i.e., Rs. 2,40,000/- per year).

Employer's Contribution to Provident Fund : Rs. 9,600/- (Rupees Nine Thousand Six Hundred only) per month (i.e. Rs. 1,15,200/- per year).

Medical Reimbursement : Reimbursement of medical expenses incurred by Mr. Mahesh Chandak, his wife and minor children subject to a ceiling of Rs. 15,000/- (Rupees Fifteen Thousand only) per year.

Leave travel concession : Leave travel concession of Rs. 90,000/- (Rupees Ninety Thousand only) per year for Mr. Mahesh Chandak, his wife and minor children.

Explanation:

Perquisites shall be evaluated as per the Income-tax Rules, wherever applicable and in absence of any such rule, perquisites shall be evaluated at actual cost.

Remuneration of Non-Executive Directors

The Non-Executive Directors do not draw any remuneration from the Company. They are entitled only to sitting fees for every meeting of the Board and Audit Committee attended. The total sitting fees paid to them for attending the meetings in 2014-15 are given elsewhere in this report.

The sitting fees are being paid to the Non-Executive Directors at the following rates:

*Rs. 5,000/- per Director for every meeting of the Board attended.

*Rs. 1,000/- per Director for every meeting of the Audit Committee attended.

There is no other pecuniary relationship or transaction of the Non-Executive Directors vis-a-vis the Company.

Shares held by Non-Executive Directors

Mr. Prasan Chand Jain, Non-Executive Director, holds 9,48,185 Equity Shares of Rs. 10/- each in the Company. All other Non-Executive Directors do not hold any shares in the Company.

Board Meetings held during the Financial Year 2014 - 15

During the year 2014-15, 4 Board Meetings were held on May 26, 2014, July 31, 2014, October 25, 2014 and February 4, 2015. The gap between two meetings did not exceed 4 months.

3) Audit Committee

Your Company has an Audit Committee. The Committee consists of 3 members, viz., Mr. S. Kannadasan (Chairman), Mr. Babulal Surana and Mr. Rajesh Gurdas Wadhwa, all Non-Executive & Independent Directors. Mr. S. Kannadasan and Mr. Babulal Surana are Chartered Accountants. All the members of the Audit Committee are financially literate having accounting or related financial management expertise.

The Member of the Audit Committee, Mr. Babulal Surana, was present at the Annual General Meeting held on July 31, 2014 to answer shareholders' queries.

The terms of reference of the Audit Committee specified by the Board cover the matters referred to in Clause 49 of the Listing Agreements and fulfill the requirements of Section 177 of the Companies Act, 2013 also.

4) Nomination and Remuneration Committee

Adhering to the requirements of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board of the Company has constituted Nomination and Remuneration Committee. The terms of reference of the 'Remuneration Committee' were conferred on the Nomination and Remuneration Committee and consequently, the Remuneration Committee was dissolved.

The Committee consists of Mr. S. Kannadasan (Chairman), Mr. Babulal Surana and Mr. Rajesh Gurdas Wadhwa, all Non-Executive & Independent Directors.

During the financial year under review the Committee had a meeting in July 31, 2015.

The terms of reference to this Committee include:

a)Formulation of policy relating to, and fixation of remuneration payable and other service terms and conditions applicable to the Executive Directors; and

b)Remuneration (sitting fees) payable to the Non-Executive Directors for meetings of the Board and / or various committees attended.

Remuneration Policy

Remuneration Policy of the Company is based on the following objectives:

a)To determine and recommend to the Board the remuneration package of the Executive Directors and sitting fees to Non-Executive Directors.

b)To approve in the event of loss or inadequacy of profits in any year, the minimum remuneration payable to the Executive Directors, considering the limits and subject to the parameters as prescribed under the provisions of the Companies Act, 2013.

c)Such other functions as required or recommended by Board or under the provisions of the Listing agreement.

There is no notice period or severance fee provided in the terms of appointment / re-appointment of the Executive Directors.

The Company does not have any Stock Option Scheme.

5)Stakeholders' Relationship Committee

The Board has constituted Stakeholders' Relationship Committee in accordance with the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement. The terms of reference of Shareholders' / Investors' Grievance (SIG) Committee was conferred on the Stakeholders' Relationship Committee and consequently, the SIG Committee was dissolved.

The Committee consists of Mr. S. Kannadasan (Chairman), Non-Executive Director, and Mr. Mahesh Chandak, Executive Director. The Committee looks into Shareholders' and Investors' Grievances and also deals with transfer, transmission and transposition of shares.

The Committee met 9 times during the year under review. The Committee members attended all the 9 meetings.

During the year 2014-15, no complaint was received from Shareholders. 7 valid request for transfer of 700 shares and 3 valid request for transmission of 300 shares were received. All requests for transfer / transmission and / or issue of duplicate share certificate(s) have been acted upon by the Company and no transfer / transmission is pending.

7)Disclosures

I.The particulars of transactions between the Company and its Related Parties as defined in AS-18 are set out in Notes on Financial Statement for the year ended March 31, 2015 (Clause 27).

The Company has not entered into any materially significant transaction with its Promoters, Directors or the Management or relatives, etc. that may have potential conflict with the interests of the company at large.

The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement relating to Corporate Governance.

II. There is no penalty or stricture imposed on the Company by the Stock Exchanges, SEBI or any other statutory authority on any matter relating to the capital markets, during the last three years.

Code of Conduct

The Company has posted the code of Ethics & Business Conduct for Directors and senior management on its website www.sugalshare.com under Investor Relations > Company Policies > Ethics & Business Conduct.

Policy on Risk Management

In accordance with the requirement of Corporate Governance the Board of Directors of the Company has adopted a policy on risk management for assessment and minimization procedure ofrisk for periodical review by the Board.

Code for Prevention of Insider Trading

In accordance with Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has formulated Code of Conduct & Internal Procedures for regulating, monitoring & reporting of Trading by Insiders. Mr. T. Balasubramanian has been designated as the Compliance Officer responsible for compliance of policies, procedures, maintenance of records, etc for the adherence to the said Policy.

No Harassment Policy

No Harassment Policy drafted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 & the rules made there under was adopted by the Board at its meeting held on January 31, 2014.

8)Means of Communication

Half-yearly report to shareholders, quarterly results, newspaper in which published, website etc.

The Quarterly, half-yearly and annual results are generally published by the Company in "News Today" and "Malai Sudar", Chennai. The Half-yearly reports are not sent to household of shareholders. The Company's results are sent to Bombay Stock Exchange for putting on their website. Similarly, the results are sent to Madras Stock Exchange. The Company has also been placing its results on its website, viz., www.sugalshare.com. There was no official news release and no presentations were made to analysts during the financial year 2014-15.

Management Discussion and Analysis

The Directors' Report includes Management Discussion and Analysis.

9) General Information for Shareholders

Annual General Meeting

Date and Time: September 25, 2015 at 11.00 a.m. Venue: City Centre Plaza, (I Floor) 7, Anna Salai Chennai - 600 002

Financial Calendar: (tentative)

First Quarter: July, 2015.

Second Quarter & Half-yearly: October, 2015.

Third Quarter: January, 2016.

Fourth and last quarter: May, 2016.

Date of Book Closure: 11.09.2015 to 25.09.2015 (both days inclusive).

The Company has no outstanding ADRs/GDRs/Warrants or any convertible instruments.

Listing on Stock Exchanges and Stock Code

Shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai, P.J. Towers, Dalal Street, Mumbai - 400 001. (Stock Code - 511654).

Listing fee to the Stock Exchange has been paid up to date.

The Shares of the Company were also listed on Madras Stock Exchange ("MSE"). However, Securities Exchange Board of India ("SEBI") has passed an Order on May 14, 2015 providing the exit to Madras Stock Exchange Limited ("MSE").

Market Price Data: High / Low in each month of Financial Year 2014-15 on Bombay Stock Exchange:

Registrars and Transfer Agents, Share Transfer System M/s. Cameo Corporate Services Ltd.

No. 1, Subramanian Building, VFloor Club House Road, Chennai - 600 002

are functioning as the Registrars and Share Transfer Agents of the Company to deal with transfer of shares in physical form and also for electronic connectivity.

Share transfers are registered and returned in the normal course within an average period of 15 days from the date of receipt, if the documents are clear in all respects.

Requests for dematerialization of shares are processed and confirmation is given to the respective depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited within 15 days by M/s. Cameo Corporate Services Limited.

Dematerialisation of Shares: 56,98,655 shares (91.18%) of the Company have been dematerialised as on March 31, 2015.

Plant Location: Not applicable. The Company is a Share Broking Company having its Registered Office at Chennai.

Address of Correspondence: Investors and Shareholders can correspond with the Company at the following address:

The Executive Director Sugal & Damani Share Brokers Limited (Formerly known as Sugal & Damani Finlease Ltd.) City Centre Plaza, (I Floor) 7, Anna Salai, Chennai - 600 002 Phone Nos. 2858 7105 - 08 Fax No: 4215 5285 E-mail for Investors:                sugalshare_2008@rediffmail.com

The email ID for redressal of grievances has been changed from grievancereg@sugalshare.com to info.sdsbl@gmail.com. The stakeholders are requested to take note of the same.