28 Apr 2017 | Livemint.com

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Walchand Peoplefirst Ltd.

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Walchand Peoplefirst Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2015-16

(As required under Clause 49 of the Listing Agreement with the Stock Exchange)

The Directors provides the Company's Report on Corporate Governance for the financial year 2015-2016.

1. COMPANIES PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is the application of best management practices, compliance of laws and adherence to ethical standards to achieve the Company's objective of enhancing stakeholder value and discharge of social responsibility. The Corporate Governance framework includes corporate structures, culture, policies and the manner in which the corporate entity deals with various stakeholders, with transparency being the key word. Accordingly, timely, adequate and accurate disclosure of information on the performance and ownership forms the cornerstone of Corporate Governance. It is a journey for constantly improving sustainable value creation and an upward moving target. Integrity, transparency, fairness, accountability and compliance with the law are embedded in the Company's robust business practices to ensure ethical and responsible leadership both at the Board and at the Management level.

The Corporate Governance philosophy of Walch and People First Limited is based on the following principles:

i. Management must have the executive freedom to drive the enterprise forward without undue restraints and Management is the trustee of the shareholders capital and not the owner. This freedom of management should be exercised within a framework of effective accountability.

ii. Provide an enabling environment to harmonies the goals of maximizing stakeholder value and maintaining a customer-centric focus.

iii. Have a simple and transparent corporate structure driven solely by business needs.

iv. Communicate externally, in a truthful manner, about how the Company is running internally.

v. Make clear distinction between personal conveniences and corporate resources.

vi. Be transparent and maintain a high degree of disclosure levels in all facets of its operations.

vii. Satisfy the spirit of the law and not just the letter of the law.

Our philosophy on Corporate Governance is thus concerned with the ethics, values and morals of Walchand PeopleFirst Limited and its Directors, who are expected to act in the best interests of the Company and remain accountable to shareholders and other beneficiaries for their action.

2. BOARD OF DIRECTORS:

The Board of Directors and its Committees play a fundamental role in upholding and nurturing the principles of good governance which translates into ethical business practices, transparency and accountability in the Company's dealing with its Members and other stakeholders and the utilization of resources for creating sustainable growth and societal wealth.

Walch and People First Limited has a very balanced and diverse Board of Directors, who actively participates at the Board and Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and plays a critical role on strategic issues.

c. Relationship between the Directors inter-se:

Ms. Pallavi Jha, the Chairperson and Managing Director of the Company is wife of Mr. Sanjay Jha, the Whole-time Director of the Company.

None of the Directors other than the above mentioned Directors are related to each other.

d. Number of shares and convertible instruments held by the Non-Executive Director in the Company:

None of the Non-Executive Directors of the Company hold any shares and convertible instruments in the Company.

e. Familiarisation programmes imparted to Independent Directors:

Independent Directors play an important role in the governance processes of the Board. They bring their expertise and experience on the deliberations of the Board. This enriches the decision making process at the Board with different points of view and experiences and prevents conflict of interest in the decision making.

At the time of appointing a Director, a formal letter of appointment is given to him and the details pertaining to his roles, responsibilities, functions and the Board's expectation are explained to him in the Meeting.

In furtherance to the above, the Company holds Business Review Meeting every quarter to explain the details of the performance of the Company. Further, Directors' Vision Meeting is held annually to set the strategic directions of the Company. A presentation is shared by Ms. Pallavi Jha, Chairperson and Managing Director ofthe Company giving the details ofthe governance and internal control processes and other relevant information pertaining to the Company's Business.

f. Board's Functioning & Procedures:

The Board has complete access to any information within the Company. At Meetings of the Board, it welcomes the presence of Senior Management who can provide additional insights into the items being discussed.

The items placed at the Meeting of the Board include the following:-

i. Unaudited Quarterly/Half Yearly financial results and Audited Annual Accounts of the Company, results and capital employed for consideration and approval;

ii. Minutes of Meetings of Audit Committee, Stakeholders Relationship Committee / Shareholders Grievance Committee and Nomination and Remuneration Committee;

iii. Abstracts of circular resolutions passed;

iv. General notices of interest;

v. Sale and/or purchase of investments, fixed assets;

vi. Review compliance of all laws applicable to the Company including the requirements of the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges and steps taken by the Company to rectify instances of non compliances, if any;

vii. Related party transactions;

viii. Reviewing the Company's Financial and Risk Management policies;

ix. Reviewing the business plan and strategy of the Company;

All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial /business plans and financial results, detailed presentations are made. The Agenda and the relevant notes are sent in advance separately to each Director to enable the Board to take informed decisions. The Minutes ofthe Meetings of the Board and committees thereof are circulated and thereafter tabled for discussion at the subsequent Board Meeting.

3. COMMITTEES OF THE BOARD:

The Company has developed all the necessary Committees of the Board namely:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee / Shareholders Grievances Committee.

The constitution, terms of reference and the functioning of the above mentioned Committees of the Board is explained herein. The Board reviews the functioning of these committees from time to time. The Chairman of these Committees conducts the Meetings and 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 and are tabled at the respective Board / Committee Meetings.

L AUDIT COMMITTEE:

Audit Committee acts as a link between the Statutory Auditors, Internal Auditors and the Board of Directors. The primary objective of the Audit Committee is to provide effective supervision of the Management's Financial Reporting process with a view to ensure accurate, timely and proper disclosures.

L Composition of the Audit Committee:-

The Board constituted an Audit Committee of Directors on April 26, 2001.

All the Members on the Audit Committee possess the requisite qualification for appointment on the Committee and have sound knowledge of finance, accounting practices and internal control.

As prescribed under the Act, the Chairman of the Committee who is an Independent Director was present at the Annual General Meeting of the Company.

ii Terms of Reference of the Audit Committee are as follows:

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 forming part of the Board's Report in terms of clause (c) of sub-section 3 of section 134 ofthe 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;

a. Every listed company or such class or classes of companies, as may be prescribed, shall establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

b. The vigil mechanism under sub-section (9) of Section 177 of Companies Act, 2013, shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases;

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. The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by Management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

21. The Audit Committee shall have powers, which should include the following:

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

The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) of Section 177 of Companies Act, 2013, or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;

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.

22. All Related Party Transactions shall require prior approval of the Audit Committee. Approval or any subsequent modification of transactions of the company with related parties;

23. When money is raised through an issue (public issues, rights issues, preferential issues etc.), the company shall disclose the uses / applications of funds by major category (capital expenditure, sales and marketing, working capital etc.), on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee.

Further, on an annual basis, the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and place it before the audit committee. Such disclosure shall be made only till such time that the full money raised through the issue has been fully spent. This statement shall be certified by the statutory auditors of the company. Furthermore, where the company has appointed a monitoring agency to monitor the utilization of proceeds of a public or rights issue, it shall place before the Audit Committee the monitoring report of such agency, upon receipt, without any delay. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter.

All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial results, detailed presentations are made. The Agenda and the relevant notes are sent in advance separately to each Member to enable the Committee to take informed decisions.

The Minutes of the Meetings of the Committee are circulated through email to all the Members and confirmed at the subsequent Meeting.

H. NOMINATION ANDJREMIMEBATIOK COMMITTEE:

The purpose of the Committee shall be to discharge the Board's responsibilities relating to formulation of compensation plans and policies of the Company's Executive Directors.

L Composition of the Nomination and Remuneration Committee:-

The Board constituted Nomination and Remuneration Committee of Directors on April 29, 2004.

ii. Terms of Reference of the Nomination and Remuneration Committee are as follows:

1) To 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) To identify persons who are qualified to become directors and who may be appointed in Senior Management and recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance;

3) To determine such policy, taking into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the Executive Management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;

4) To review the ongoing appropriateness and relevance of the remuneration policy;

5) To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;

6) To decide on all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to Executive Directors and other senior executives and the performance targets to be used;

7) To consider and make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts, and to review the company's standard form contract for executive directors from time to time;

8) To consider any other matters relating to the remuneration of or terms of employment applicable to the remuneration of the Directors, Key Managerial Personnel and other employees.

iii. Criteria's for the Performance Evaluation of the Independent Directors:

As required under section 178(2) of the Companies Act, 2013 and under Schedule rV to the Companies Act, 2013, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company.

For the purpose of carrying out performance evaluation exercise, three types of evaluation forms were devised in which the evaluating director has allotted to the individual director, the Board as a whole, its Committees and the Chairperson appropriate rating on the scale of five (as per the Performance Evaluation Policy).

Such evaluation exercise has been carried out:

(i) of Independent Directors by the Board;

(ii) of Non-independent Directors by all the Independent Directors in separate Meeting held for the purpose;

(iii) of the Board as a whole and its Committees by all the Independent Directors in separate Meeting held for the purpose;

(iv) of the Chairperson of your Company by the Independent Directors in separate Meeting after taking into account the views of the Executive/ Non-Executive Directors;

(v) of the Board by itself.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

The Independent Director of the Company are evaluated by the Non-Executive Directors and the other Directors of the Board. The criteria's for the evaluation of the Independent Directors are:

a. Prior preparation and detailed study of the matters to be discussed at the Meetings of Board and members;

b. Participation in deliberations and bringing relevant experience to the board table at its various Meetings;

c. Devotion of sufficient time and attention to his responsibilities;

d. Awareness of company's code of conduct or ethics policy and its compliance in true spirit;

e. Proper assistance is provided by them in protecting the legitimate interest of the Company, Shareholder and Employees.

f. Contribution made by them in important decisions making, in planning the strategies formulated by the management for progress of the Company and promoting the objects of the Company for the benefit of the Company's stakeholders.

g. Assistance provided by them to the Board of Directors in implementing the best corporate governance practices.

h. Abidance with the fiduciary duties and the accompanying liabilities that had come by reason of their appointment.

i. Attendance and/or assistance provided in organizing special events on behalf of the Board.

j. Specific contributions made during the year under review and if such contributions have made a positive effect on the governance of the Company.

III. Stakeholders Relationship Committee / Shareholders Grievance Committee:

The Committee has the mandate to review, redress shareholders' grievances and to approve all share transfers.

a, Size and Composition:-

The Company had duly constituted Stakeholders Relationship Committee / Shareholders Grievance Committee in July, 2001 to specifically look into the redressal of the shareholder's grievances, share transfers and other investor related matters

b. Meeting of the Stakeholder's Relationship Committee / Shareholders' Grievance Committee Meetings:-

During the financial year 2015-2016, 18 Meetings of the Stakeholder's Relationship Committee / Shareholders' Grievance Committee were held. The dates on which it was held were:

25th April, 2015,2nd May, 2015,16th May, 2015,6th June, 2015,8th August, 2015,5th September, 2015,12th September, 2015, 19th September, 2015,9th October, 2015,21st November, 2015,12* December, 2015, 9th January, 2016,23rd January, 2016, 20th February, 2016, 27th February, 2016, 5th March, 2016, 12th March, 2016, 19th March, 2016.

c. The functions of the Stakeholder's Relationship Committee / Shareholders' Grievance Committee includes the following:-

1. Transfer /Transmission of shares;

2. Issue of duplicate share certificates;

3. Review of shares dematerialized and all other related matters;

4. Monitors expeditious redressal of investors' grievances;

5. Non receipt of Annual Report and declared dividend;

6. All other matters related to shares

. Investor Grievance Redressed

All valid share transfers received during the accounting year ended March 31, 2016 have been acted upon. There were no share transfers pending as on March 31, 2016, for more than 30 days.

The Stakeholder's Relationship Committee / Shareholders' Grievance_ Committee Meetings attends the matters related to Share Transfers, Deletion and Transmission

6. DISCLOURE:

• There are no materially significant related party transactions of the Company which have potential conduct with the interests of the Company at large.

• The Company has complied with the requirements of the Bombay Stock Exchange (BSE), the Securities and Exchange Board of India (SEBI) and Statutory Authorities on all matters related to Capital Markets and no penalties/ structures were imposed on the Company during the last three years. The Company has adopted a Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about unethical behaviour.

• During the year the following amounts were transferred to the Investors Education and Protection Fund

7. MEANS OF COMMUNICATION:

• The quarterly, half yearly and annual results are communicated to all the members ofthe Company by publishing the same in English and Marathi National dailies namely Free Press Journal and Navshakti respectively.

The Financial Statements are also displayed on the website of the Company www.walchandpeoplefirst.com

• The Management Discussion and Analysis Report forms part of this Annual Report, which is sent to each member by post.

• The Company informs the Stock Exchange all price sensitive matters or such other matters which are material and of relevance to the shareholders.

8. GENERAL SHAREHOLDERS INFORMATION:

L Details of the Annual General Meeting for the financial year 2015-2016:

Date: 28th July, 2016

Day: Thursday Time: 3:00 P.M.

Venue: Kilachand Conference Room, Indian Merchants' Chamber, IMC Marg, Churchgate, Mumbai - 400020

O. Financial Year 2016- 2017:

Calendar of event for the financial year 2016-17 are as follows:

Name of the Quarter/ Half year : Due date for the compliance

Quarter ending June 30, 2016 : On or before 14th August, 2016

Quarter/Half year ending September 30, 2016 : On or before 14th November, 2016

Quarter ending December 31, 2016 : On or before 14th February, 2017

Quarter/Year ending March 31, 2017 : On or before 30th May, 2017

D3. Dividend:

Company recommends a final dividend of Rs. 1.25/- per equity share.

Date of Book Closure: July 21, 2016 to July 27, 2016 (both days inclusive).

Payment date: The Dividend warrants will be dispatched on or before Friday, 26th August, 2016

IV. Details of the Stock Exchange in which the Company is listed:

• Name of the Stock exchange: The Bombay Stock Exchange Limited

Listing fee for the year 2015-16 has been paid to the Stock Exchange.

• Stock Code- Physical: 501370 on The Bombay Stock Exchange Limited

ISIN No. NSDL & CDSL: INE695D01021

V Share Transfer System and other related matters:

• Registrar and Share Transfer Agent: For both physical & demat segments: M/s. Computech Sharecap Limited.  "Computech", 147, Mahatma Gandhi Road, Fort, Mumbai - 400 023 Tel No.: 022-22635001-2 Fax No.: 022-22635005 Email: helpdesk@computechsharficap,com

• Share Transfer System:

The shares lodged for transfer are processed by the Registrar and Share Transfer Agent and are approved by Stakeholder's Relationship Committee / Shareholders' Grievance Committee. Shares sent for transfer in physical form are registered and returned within a period of 15 days from the date of receipt, subject to documents being valid and complete in all aspects. Similarly, all requests for demat are received and processed by the Registrar and Share Transfer Agent and confirmations given to the depositories within the prescribed time limit.

Nomination Facility for Shareholding:

As per the provisions of the Companies Act, 2013, facility for making nominations is available for shareholders, in respect ofthe shares held by them. Nomination forms can be obtained from the Registrar and Share Transfer agent of the Company.

Payment of Dividend through Electronic Clearing Service:

The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by the depositories for depositing dividend through Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available. In the absence of ECS facilities, the Company will print the bank account details, if available, on the payment instrument for distribution of dividend.

Unclaimed Dividends:

Members wishing to claim dividends, which remain unclaimed, are requested to correspond with Mr. Vivek Wadhavkar, Compliance Officer, at the Company's registered office. Members are requested to note that dividends not encashed or claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, will as per sections 205A and 205C ofthe Companies, Act, 1956 and Section 123 & other applicable provisions of the Companies Act, 2013, be transferred to the Investor Education and Protection Fund.

Correspondence regarding Change in Address:

Members are requested to address all correspondences, including dividend matters, to the Registrar and Share Transfer Agents, M/s. Computech Sharecap Limited, "Computech", 147, Mahatma Gandhi Road, Fort, Mumbai -400 023, Tel No.: 022-22635001-5002, Fax No.: 022-22635005. Email: helpdesk@computechsharecap.com

Distribution of Shareholding as on March 31, 2016:

Dematerialization of Shares: The shares of the Company can be held and traded in electronic form. 84.75% (2,461,030 shares) ofthe Company's shares have been dematerialised as on 31.03.2016.

• Outstanding ADRs/ GDRs: Nil/ Warrants or any Convertible Instrument, conversion date and likely impact on equity.

• Plant location: Not Applicable

• Address of the Company:

Walchand PeopleFirst Limited

1, Construction house,  5, Walchand Hirachand Marg,  Ballard Estate, Mumbai-400 001 Tel. No.: 022- 67818181  Fax No.: 022-22610574  Email: vivek@walchandgroup.com

9. CODE OF CONDUCT:

The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The Code is reviewed from time to time by the Board. The said Code has been communicated to the Directors and the Members of the Senior Management. The Code has also been posted on the Company's website www.walchandpeoplefirst.com

10. CEO / CFO CERTIFICATE:

The Managing Director and the Chief Financial Officer of the Company gives Annual Certification on Financial Reporting and Internal Controls to the Board in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Managing Director and the Chief Financial Officer also gives quarterly certification on financial results to the Board in terms of Regulation 33(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (As annexed in Annexure I).

11. TRADING IN THE COMPANY'S SHARES BY DIRECTORS AND DESIGNATED EMPLOYEES:

In compliance with the SEBI (Prevention of Insider Trading) Regulations, 1992, your Company has adopted a Code of Conduct for Prevention of Insider Trading.

Mr. Vivek Wadhavkar, Compliance Officer of the Company is responsible for setting policies, procedures for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct for trading in Company's securities under the overall supervision of the Board. The same is displayed on the website of the Company www.walchandpeoplefirst.com

12. DISCLOSURES REGARDING APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS AS REQUIRED UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

I. In accordance with the provisions of Section 152 of the Companies Act, 2013, one-third ofthe total number of Directors for the time being is liable to retire by rotation. Accordingly one Director of the Company viz. Mr. Sanjay Jha will be retiring by rotation at the ensuing Annual General Meeting of the Company. Mr. Sanjay Jha, being eligible, offers himself for re­appointment.

Mr. Sanjay Jha

Executive Director,

Dale Carnegie Training India

Mr. Sanjay Jha is the Executive Director of the world-famous Dale Carnegie Training Operations in India, which has a global experience of having worked with over 400 ofthe Top Fortune 500 companies. Mr. Sanjay Jha is also the National Spokesperson ofthe Indian National Congress Party since 2013 and represents his political party in TV debates and discussions.

Mr. Sanjay Jha has been a TEDx Speaker and has addressed enlightened audiences at Brookings, United Nations Young Achiever's Conclave, Toastmaster, Goldman Sachs, Apple etc. He is also a regular columnist with The Huffington Post. He is one of India's top influencers on social media like Twitter.

He has founded one of the world's leading internet portals called CricketNext.Com which is now part of the Network 18 media Group, owned by Reliance Industries.

Prior to starting Dale Carnegie, Mr. Sanjay Jha worked with ITC Threadneedle Asset Management (part of BAT pic, UK), Alliance Capital (New York, USA),Bank of America and ANZ Grindlays Bank.

Mr. Sanjay Jha completed his MBA from XLRI, Jamshedpur and his Master's in Economics from Gokhale Institute of Politics and Economics, University of Pune. He graduated with distinction in Economics from Fergusson College, Pune.

Mr. Sanjay Jha has also written a cricket anthology titled "11—Triumphs, Trials and Turbulence in Indian cricket". Mr. Sanjay Jha has recently authored a book on leadership called The Superstar Syndrome (The Making Of A Champion), co-authored with Dr. Myra White, who is a Professor at the Harvard Medical School. This book was launched in August 2013 and featured in the Crossword Bestseller list.

II. The tenure of the appointment of Ms. Pallavi Jha, as Managing Director expires on 30th April, 2016 and the Agenda pertaining to her re-appointment as MD will be taken up in the forthcoming Annual General Meeting, for the shareholders approval.

Pallavi Jha

Chairperson & Managing Director Dale Carnegie Training India Walchand PeopleFirst Ltd

Ms. Pallavi Jha is the Chairperson & Managing Director of Dale Carnegie Training India, Walchand PeopleFirst Ltd.

Ms. Pallavi Jha has diversified exposure to various management practices in areas such as training and development, HR, consulting and business restructuring, covering a wide range of industries from media, entertainment, technology to the financial services sector and the engineering industry. She is also a prominent voice for women's role in leadership and the Learning and Development industry.

Earlier, she was an Executive Director of India's leading construction company, HCC, an erstwhile Walchand Group company before starting off her own ventures. She also worked briefly in market research at Feedback Ventures and Procter & Gamble.

After her stint with HCC, Ms. Pallavi Jha turned her attention to new entrepreneurial ventures. In 2000, riding the dotcom wave, she promoted Cricketnext.com which went on to become the second largest cricket website in the world and was the official website of the Cricket World Cup in 2003. She successfully sold it to TV 18 Group in 2007. After the launch of Cricketnext, she trained her eyes on the legacy business of Walchand Capital, a leading NBFC and led the change in its business model into a financial training provider. She eventually transformed it into a Soft Skills training market leader in partnership with Dale Carnegie Training, which led to the rechristening of the company to Walchand PeopleFirst Limited. She has singularly led the India operations into one of the fastest growing regions for Dale Carnegie Training, winning several global awards for training and sales excellence.

She has been a vocal spokesperson for industry associations, and has chaired and moderated panel discussions involving India's leading business leaders. She has played a pioneering role in setting up India's first Finishing School focused on soft-skills training, the missing ingredient in the talent development and employability challenge confronting Indian industry.

She has been a keynote speaker and a panel member in various forums on business, HR, training and leadership. She is an active member of the Confederation of Indian Industry and has held offices of the Chairperson for Maharashtra Council, CII and the Skills Development Committee for CII, Western Region, the National Council on Skills Development, CII and its National Sub-committee on School Education. Currently she is Chairperson, Indian Women's Network, Maharashtra, a CII initiative aimed at engaging, enabling and empowering women. Additionally, she has been part of women's groups, which has encouraged first generation women entrepreneurs into taking business initiatives.

Ms. Pallavi Jha is an MBA from Syracuse University, New York with a specialization in Marketing and Market Research and a graduate in humanities from St Xavier's College, Mumbai.

OTHER DISCLOSURES:

a. There are no materially significant related party transactions that may have potential conflict with the interest of the listed entity at large;

b. The Company is fully complied with the applicable regulations and hence there are no penalties imposed upon the Company by any of the Authority including the Stock Exchange.

c. The Vigil Mechanism and the Whistle Blower policy are duly established and none of the personnel have been denied to access to the Audit Committee for any of their grievances.

d. All the mandatory requirements are duly complied with.