POLICY FOR DETERMINATION OF MATERIALITY OF INFORMATION OR EVENT
Prem Somani Financial Services Limited (”Company”) believes in adequate and accurate disclosures of information on an ongoing basis, in order to enable investors to make well informed and timely investment decisions. This would ensure transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.
PURPOSE OF THEPOLICY
The purpose of this Policy is to determine materiality of events and information based on criteria specified under clause (i) of sub-regulation (4) of Regulation 30 of the Listing Regulations and to ensure that the Company shall make disclosure of events / information specified in Para A and B of Part A of Schedule III of the Listing Regulations to the Stock Exchanges
DEFINITIONS
In these regulations, unless the context otherwise requires:—
- “Board of Directors” means the board ofDirectors, of Prem Somani Financial Services Limited as constituted from time totime;
- “Company” means Prem Somani Financial Services Limited inclusive of its registered office.
- “Key Managerial Personnel” means key managerial personnel as defined in sub- section (51) of section 2 of the Companies Act,2013;
- “Policy” shall mean this Policy on the criteria for determining Materiality of events or information and as amended from time totime.
- “Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015 including any modifications, clarifications, circulars or re-enactmentthereof.
- “Schedule” means a schedule annexed to
Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013, Regulations or any other applicable law or Regulations to the extent applicable to the Company.
POLICY
CRITERIA FOR DETERMINATION OF MATERIALITY:
- The events specified in PARA A of PART Aof SCHEDULE III are deemed to be material events and (refer ANNEXURE-1) shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation(30).
- The events specified in PARA B of PART Aof SCHEDULE III (refer ANNEXURE-2) shall be disclosed upon application of the guidelines for materiality referred sub- regulation (4) of regulation (30). Pursuant to which, the following criteria should be considered for determination of materiality ofevent/information:
- The omission ofan event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
- The omission of an event or information is likely to result in significant market reaction if the said omission came to light at a laterdate;
- In case where the criteria specified in sub-clauses (a) and (b) are not applicable, an event/information may be treated as being material if in the opinion of the board of directors of Company, the event / information is consideredmaterial.
DISCLOSURES
- The Company shall timely disclose the occurrence of all events and information as specified herein to the Stock Exchange not later than twenty four hours from the occurrence of event or information in the following manner
- inform the stock exchanges on which the securities of the Company are listed;
- Upload on the corporate website of the
Provided that in case the disclosure is made after twenty-four (24) hours of occurrence of such event or information, the Company shall along with such disclosure(s) provide an explanation for the delay.
- The Company shall, with respect to disclosures referred to in the regulation, make disclosures updating material developments on a regular basis, till such time the event is resolved/closed, with relevantexplanations.
- The Company shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under the regulation, and such disclosures shall be hosted on the website of the Company for a minimum period of five years and thereafter as per the standards of the Company, as disclosed on itswebsite.
- The Company shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to any events orinformation:
- The Company will on its own initiative also, confirm or deny any reported event or information to stock exchange(s), in case where an event occurs or an information is available with the Company, which has not been indicated in Para A or B of Part A of Schedule III, but which may have material effect on
AUTHORIZATION TO ONE OR MORE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION AND FOR THE PURPOSE OF MAKING DISCLOSURES TO STOCK EXCHANGE(S) AS WELL AS ON THE COMPANY’S WEBSITE UNDER THEREGULATION
The Board of the Company has severally authorized the Managing Director, theCFO and the Company Secretary and Compliance Officer of the Company for the purpose of determining materiality of an event or information and making disclosures in thatregard.
The contact details of aforesaid Persons are provided here under:
Mail: limitedpsfs@gmail.com
Phone- 9829051268
COMMUNICATION OF THISPOLICY
Communication of this Policy for all new Employees and Directors, a copy of this Policy shall be handed over as a part of the joining documentation, along with other policies. For all existing Employees and Directors, a copy of this Policy shall be handed over within one month of the adoption of this Policy by the Board of Directors of the Company. This Policy shall also be posted on the web-site of the Company.
AMENDMENTS IN THEPOLICY
- The Board of Directors are authorised to make modifications/amendments to this policy in consonance to the provisions of SEBI (Listing Obligations And Disclosure Requirements), 2015 and any amendment thereto and the decision of the Board in this respect shall be final and binding.
- Any subsequent amendment/modification in the Regulation and/or other applicable laws in this regard shall automatically apply to
ANNEXURE-1
Disclosure of events and information as specified in Para A of Part A of Schedule III to the SEBI (Listing Obligations and Disclosure Requirements),2015.
- Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation(30):
- Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the Company or any other
- Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
- Revision in Rating(s).
- Outcome of Meetings of the board of directors. The company shall disclose to the Exchange(s), within 30 minutes of the closure of any meeting held to consider the following:
- Dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
- Any cancellation of a dividend with reasons there for;
- The decision on buyback of securities;
- The decision with respect to fund raising proposed to be undertaken;
- Increase in capital by issue of bonus shares through capitalization of reserves including the date on which such bonus shares shall be credited/dispatched;
- Reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new
shares or securities or any other rights, privileges or benefits which may be to subscribed to;
- Short particulars of any other alterations of capital, including calls;
- Financial results;
- Decision on voluntary delisting by the Company from stock exchange(s).
- Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the Company), agreement(s)/treaty (ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s)thereof.
- Fraud/defaults by promoter or key managerial personnel or by Company or arrest of key managerial personnel
- Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer.
- Appointment or discontinuation of share transfer agent.
- Corporate debtre structuring.
- One time settlement with a bank.
- Reference to BIFR and winding-up petition filed by any party /creditors.
- Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the
- Proceedings of Annual and extraordinary general meetings of the Company.
- Amendments to memorandum and articles of association of Company, in brief.
- Schedule of Analyst or institutional investor meet and presentations on financial results made by the Company to analysts or institutiona linvestors;
ANNEXURE-2
Disclosure of events and information as specified in Para B Of Part A of Schedule III to the SEBI (Listing Obligations And Disclosure Requirements), 2015.
- Events which shall be disclosed upon application of the guidelines for materiality referred sub-regulation (4) of regulation(30):
- Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
- Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/division (entirety orpiece meal).
- Capacity addition or product launch.
- Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
- Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s)thereof.
- Disruption of operations of any one or more units or division of the Company due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lock outs etc.
- Effect(s) arising out of change in the regulatory framework applicable to the Company.
- Litigation(s) / dispute(s) / regulatory action(s) with impact.
- Fraud/defaults etc. by directors (other than key managerial personnel) or employees of Company.
- Options to purchase securities including any ESOP/ESPS Scheme.
- Giving of guarantees or indemnity or becoming a surety for any third party.
- Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals. Etc.
POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS AND ONDEALING WITH RELATED PARTY TRANSACTIONS
PREAMBLE
Related party transactions can present a potential or actual conflict of interest which may be against the best interest of the company and its shareholders.
Considering the same the Board of Directors (the “Board”) of Prem Somani Financial Services Limited(the “Company”) has adopted this Policy based on the recommendation of Audit Committee and the said Policy includes the materiality threshold and the manner of dealing with Related Party Transactions (“Policy”) in compliance with the requirements of Section 188 of the Companies Act, 2013.
OBJECTIVE
This Policy is intended to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company and any of its Related Parties in compliance with the applicable laws and regulations as may be amended from time to time.
The provisions of this Policy are designed to govern the approval process and disclosure requirements to ensure transparency in the conduct of Related Party Transactions in the best interest of the Company and its shareholders and to comply with the statutory provisions in this regard.
DEFINITIONS
“Arm’s Length Transaction (‘ALT’)” means, a transaction between two related parties that is conducted as if they are unrelated, so that there is no conflict of interest.
A transaction with a related party will be considered to be on arm’s length basis if the key terms, including pricing of the transaction, taken as a whole, are comparable with those of similar transactions if they would have been undertaken with unrelated parties.
It may be noted that this policy framework, including the definitions above, is meant solely for the purposes of compliance with related party transaction requirements under Companies Act, 2013. The above terms may have different connotations for other purposes like disclosures in the financial statements, which are governed by applicable regulations, accounting standards, regulatory guidelines etc.
“Arm’s Length Transaction (‘ALT’)” means, a transaction between two related parties that is conducted as if they are unrelated, so that there is no conflict of interest.
“Audit Committee or Committee” means the Committee of the Board constituted from time to time under the provisions of Section 177 of the Companies Act, 2013.
“Board” means the Board of Directors as defined under the Companies Act, 2013.
“Key Managerial Personnel” means Key Managerial Personnel as defined under the Companies Act, 2013.
“Material Related Party Transaction” as per Regulation 23 means a transaction with a related party if the transaction/transactions to be entered into individually or taken together with previous transactions during the financial year, exceeds of the annual consolidated turnover of the Company as per the last audited financial statements of the Company or such limits as may be prescribed either in the Companies Act, 2013 or the SEBI LODR, whichever is stricter, from time to time.
Transaction(s) involving payments made to arelated party with respect to brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed two percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.
“Ordinary course of business” includes but not limited to a term for activities that are necessary, normal, and incidental to the business. These are common practices and customs of commercial transactions. The ordinary course of business covers the usual transactions, customs and practices related to the business.
The following factors are indicative of a transaction being in the ordinary course of business:
- The transaction is normal or otherwise unremarkable for the business.
- The transaction is frequent/regular
- The transaction is a source of income for the business
- Transactions that are part of the standard industry practice, even though the Bank may not have done it in the past.
These are not exhaustive criteria and the company will have to assess each transaction considering its specific nature and circumstances.
“Related Party” a means related party as defined under the sub-section (76) of Section 2 of Companies Act, 2013 read with Regulation 2(1) (zb) of SEBI LODR and as amended from time to time.
“Related Party Transactions” means transfer of resources, services or obligations between a listed entity and a related party, regardless of whether price is charged and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract, as defined in regulation 2(1) (zc) and envisaged in Section 188(1) of the Companies Act 2013.
“Relative” means a relative as defined under sub-section (77) of Section 2 of the Companies Act, 2013 and the rules prescribed there under.
“Transaction” with a related party shall be construed to include a single transaction or a group of transactions.
Any word or expression used but not defined herein shall have the same meaning as assigned to it in the Companies Act, 2013 or rules made there under, or SEBI LODR.
MANNER OF DEALING WITH RELATED PARTY TRANSACTIONS
- Identification of related parties
The Company has formulated guidelines for identification and updating the list of related parties as prescribed under Section 2(76) of the Companies Act, 2013 read with the Rules framed there under and Regulation 2(1) (zb) of the SEBI LODR.
b) Identification of related party transactions
The Company has formulated guidelines for identification of related party transactions in accordance with Section 188 of the Companies Act, 2013 and Regulation 2(1) (zc) of the SEBI LODR. The Company has also formulated guidelines for determining whether the transaction is in the ordinary course of business and at arm’s length basis and for this purpose, the Company may seek external professional opinion, if necessary.
REVIEW AND APPROVAL OF RELATED PARTY TRANSACTION
- Audit Committee
All the transactions which are identified as related party transactions should be pre- approved by the Audit Committee before entering into such transaction.
Audit committee may grant omnibus approval for related party transactions proposed to be entered into by the Company subject to the following conditions, namely-
- The audit committee shall lay down the criteria for granting the omnibus approval in consonance with the policy on related party transactions and such approval shall be applicable in respect of transactions which are repetitive in nature;
- The audit committee shall satisfy it regarding the need for such omnibus approval and that such approval is in the interest of the Company.
- The omnibus approval shall specify:
- the name(s) of the related party, nature of transaction, period of transaction, maximum amount of transactions that shall be entered into,
- the indicative base price / current contracted price and the formula for variation in the price if any;and
- such other conditions as the audit committee may deemfit:
Provided that where the need for related party transaction cannot be foreseen and aforesaid details are not available, audit committee may grant omnibus approval for such transactions subject to their value not exceeding rupees one crore per transaction.
- The audit committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvalsgiven.
- Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of oneyear.
B. Board of Directors
As per the provisions of Section 188 of the Companies Act, 2013, all kinds of transactions specified under the said Section and which are not in the ordinary course of business or not at arm’s length basis, are placed before the Board for its approval.
In addition to the above, the following kinds of transactions with related parties are also placed before the Board for its approval:
- Transactions which may be in the ordinary course of business and at arm’s length basis, but which are as per the policy determined by the Board from time to time (i.e. value threshold and/or other parameters) require Board approval in addition to Audit Committeeapproval;
- Transactions in respect of which the Audit Committee is unable to determine whether or not they are in the ordinary course of business and/or at arm’s length basis and decides to refer the same to the Board forapproval;
- Transactions which are in the ordinary course of business and at arm’s length basis, but which in Audit Committee’s view requires Boardapproval;
- Transactions meeting the materiality thresholds, which are required to be placed before the shareholders forapproval.
Any member of the Board who has any interest in any related party transaction will rescue himself and abstain from discussion and voting on the approval of the related party transaction.
C. Shareholders
- If a related party transaction is a material transaction as per Regulation 23, it shall require shareholder’s approval through resolution and no related parties shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not.
- If a related party transactions is not in the ordinary course of business, or not at arm’s length price and exceeds certain thresholds prescribed under the Companies Act, 2013, it shall require shareholders’ approval by a resolution. In such a case, any member who is a related party having interest in the transaction for which resolution being proposed, shall not vote on such resolution passed for approving related party transaction.
Section 188(1) of the Companies Act, 2013 provides that the requirement for seeking shareholders’ approval shall not be applicable to transactions between the Company and its wholly owned subsidiary/ies whose accounts are consolidated with the Company.
D. Reporting of related party transactions
Every contract or arrangement, which is required to be approved by the Board/shareholders under this Policy, Companies Act, 2013, shall be referred to in the Board’s report to the shareholders along with the justification for entering into such contract or arrangement.
Further, every material related party transaction, which is required to be disclosed to stock exchange, shall be disclosed by the Company as promptly as practicable.
The details of material transactions with related parties will be included in the corporate governance reports which are required to be submitted to the stock exchanges on a quarterly basis.
The details of related party transactions on a consolidated basis would be submitted, to the stock exchanges and published on the Company’s website on a half-yearly basis, within 30 days from the publication of the Company’s financial results.
The transactions with any person or entity belonging to the promoter/promoter group of the company and having shareholding of 10% or more in the company would be disclosed in the annual results.
Related Party Transactions not previously approved under this policy
In the event the Company becomes aware of a Related Party Transaction that has not been approvedorratifiedunderthisPolicy,thetransactionshallbeplacedaspromptlyaspracticable before the Committee or Board or the Shareholders as may be required in accordance with this Policy for review and ratification.
The Committee or the Board or the Shareholders shall consider all relevant facts and circumstances respecting such transaction and shall evaluate all options available to the Company, including but not limited to ratification, revision, or termination of such transaction, and the Company shall take such action as the Committee deems appropriate under the circumstances.
LIMITATION AND AMENDMENT
In the event of any conflict between the provisions of this Policy and of the Act or SEBI LODR or any other statutory enactments, rules, the provisions of such Act or SEBI LODR or statutory enactments, rules shall prevail over this Policy. Any subsequent amendment / modification in the Listing Agreement, Companies Act, 2013and/or applicable laws in this regard shall automatically apply to this Policy.
POLICY REVIEW
The Audit Committee may review this policy from time to time and recommend any changes to the board for approval.
ARCHIVAL POLICY ON DISCLOSURES HOSTED ON WEBSITE OF THE COMPANY
- PREFACE
In pursuance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Prem Somani Financial Services Limited (“the Company”) is required to disclose on its website all such events or information which has been disclosed to stock exchanges where the securities of the Company are listed (“Stock Exchanges”) under Regulation 30 of Listing Regulations. Further, such disclosures shall be hosted on the website of the Company for a minimum period of 5 years and thereafter as per the archival policy of the Company, as disclosed on its website. Accordingly, the Company has adopted this “Archival Policy on disclosures to be hosted from time to time on the website of the Company”(“Policy”).
- OBJECTIVE OF THEPOLICY
The objective of this policy is to comply with Regulation 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as mentioned below:
“The listed entity shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under this regulation , and such disclosures shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website.”
- ARCHIVALPOLICY
All the disclosures made by the Company to the Stock Exchanges under Regulation 30 of the Listing Regulations, shall be hosted on the website of the Company namely www.psfs@co.infor a minimum period of 5years.
Disclosed Information which are over five years shall be kept in the archives of the Company for a period of 1 year. Anyone intending to review those Disclosed Information may write to Compliance Officer of the Company.
In case the aforesaid disclosures are required by any applicable law or regulation to be hosted for a period longer than that mentioned above, such disclosures shall be hosted on the website of the Company for such longer period.
- COMMUNICATION OF THISPOLICY
For all new Employees and Directors, a copy of this Policy shall be handed over as a part of the joining documentation, along with other related policies. For all existing Employees and Directors, a copy of this Policy shall be handed over within one month of the adoption of this Policy by the Board of Directors of the Company. This Policy shall also be posted on the web-site of the Company.
- AMENDMENT
Any change in the Policy shall be approved by the Board of Directors of the Company. The Board of Directors shall have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.
In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act, 2013, rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory Provisions shall prevail.
PREM SOMANI FINANCIAL SERVICES LIMITED
Registered Office: 42, Jai Jawan Colony, Scheme No. 3 Durgapura, Jaipur-302018, Rajasthan
Contact No. 9829051268, Email Id:limitedpsfs@gmail.com
CIN: L67120RJ1991PLC006220
Website: www.psfs.co.in
Policy on Preservation & Utilization of Stationery –
Blank Security Certificates, Warrants, etc.
(Pursuant to SEBI Circular No. SEBI / HO / MIRSD / DOP1/CIR/P/2018/73
dated April 20, 2018)
Adopted by the Board of Directors at their meeting held on 30.05.2018
Introduction:
Securities and Exchange Board of India (SEBI) vide its Circular No. SEBI / HO / MIRSD / DOP1 / CIR / P / 2018 / 73 dated April 20, 2018 mandates every listed entities and the Registrar and Transfer Agents (RTA) to frame a written policy for maintaining strict control on the usage of stationery including blank certificates, dividend / interest / redemption warrants, etc. (Blank Stationery).
The Board of Directors of Prem Somani Financial Services Limited (the Company) at their meeting held on 30.05.2018has adopted this Policy. The Company and the RTA shall be responsible for maintaining strict control on the usage of the Blank Stationery in accordance with this Policy.
Definitions:
“Board of Directors” or “Board” means the Board of Directors of Prem Somani Financial Services Limited as constituted / re-constituted from time to time.
“Company” means Prem Somani Financial Services Limited.
“Policy” or “this Policy” means policy for maintaining usage of Blank Stationery including blank certificates, dividend / interest /redemption warrants, etc.
“RTA” means the Registrar and Share Transfer Agents of the Company.
“SEBI” means the Securities and Exchange Board of India.
Monitoring usage of Blank Stationery:
- The Blank Stationery shall be printed only on the authority of the Board and the said authorization shall also include the quantity to be printed.
- Proper record of the Blank Stationery lying with the Company and also delivered to RTA shall be maintained by the Company Secretary.
- The Blank Stationery shall be kept in the custody of the Company Secretary and / or the RTA respectively.
- The Company shall ensure that the Blank Stationery to be provided to the RTA shall have pre-printed control number printed on the reverse of the share certificate.
- The Blank Stationery lying with the Company shall be used only with the permission of the Company Secretary.
- RTA shall maintain the Register of the Blank Stationery with details of opening balance, receipt, issued, closing balance.
- The Company shall provide blank share certificate to RTA when the inventory level reaches 25 numbers. As per this Policy, RTA can maintain up to a maximum of 100 blank share certificates at any given point of time.
- The Company and the RTA shall physically verify the Blank Stationery lying with them on quarterly basis and prepare a reconciliation report of the same containing the reasons for deviations, if any.
- The above report prepared by the RTA shall be forwarded to the Company Secretary within seven working days from the end of the quarter.
- Deviation(s) observed, if any, in the said report shall be checked by the Company Secretary and shall be reported to the Chairman and / or the Managing Director of the Company, in case of suspicion of fraud or shortfall.
- The said report shall be maintained by the Company Secretary and the RTA in their records.
III. Amendment in the Policy:
The Board may amend this Policy from time to time to incorporate any subsequent amendment(s) / modification(s) brought in force by SEBI with respect to matters covered under this Policy.
For Prem Somani Financial Services Limited
Nawal Kumar Somani
MANAGING DIRECTOR
Place: Jaipur
Date: 30.05.2018
POLICY FOR PRESERVATION OF DOCUMENTS
- PREFACE
The Board of Directors (the “Board”) of Prem Somani Financial Services Limited. (the “Company”) has approved the following Policy (“The Policy”) of the Company for preservation of Documents /Records maintained by the Company either in Physical Mode or Electronic Mode (hereinafter referred to as “the Documents”). This Policy has been formulated in accordance with the Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
- PURPOSE
The purpose of this Policy is to ensure that the all the necessary documents and records of the Company are adequately protected and preserved as per the statutory requirements and to ensure that the records of the Company which are no longer needed or are of no value are discarded after following the due process for discarding the same. This Policy is also for the purpose of aiding employees of the Company in understanding their obligations in retaining and preserving the documents and records which are required to be maintained as per the applicable statutory and regulatory requirements.
- POLICY FOR PRESERVATION OFDOCUMENTS
- Documents and Records of the Company required to be maintained under the Listing Regulations shall be classified in two categories as below:
- Documents whose preservation shall be permanent in nature shall be preserved permanently by the Company subject to the modifications, amendments, addition, deletion or any changes made therein from time totime;
- Other Documents shall be preserved for a period of not less than eight (8) years after completion of the relevant transactions the subject to the modifications, amendments, addition, deletion or any changes made therein from time totime.
- The listing documents and records in physical form shall be in the custody of the Company Secretary.
- The Company may keep the listing documents and records as specified above in electronic mode.
- The Registrar and Share Transfer Agent shall ensure that the correct procedures are followed for maintenance of the Listing Records required to be maintained by them.
- COMMUNICATION OF THISPOLICY
For all new Employees and Directors, a copy of this Policy shall be handed over as a part of the joining documentation, along with other policies. For all existing
Employees and Directors, a copy of this Policy shall be handed over within one month of the adoption of this Policy by the Board of Directors of the Company.
- AMENDMENT
Any change in the Policy shall be approved by the Board of Directors of the Company. The Board of Directors shall have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.
PREM SOMANI FINANCIAL SERVICES LIMITED
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUALHARASSMENT OF WOMEN AT WORKPLACE
PREAMBLE:
Prem Somani Financial Services Limited. (hereinafter referred to as “Company”) is committed to provide a healthy work environment which ensures that every woman employee is treated with dignity, respect and equitable treatment. It is an equal employment opportunity company that enables employees to work without fear of prejudice, gender bias and sexual harassment. Integrity, honesty and respect for people are among our core values. Sexual Harassment is not only a serious misconduct but criminal offence also, which can destroy human dignity and freedom. In an effort to promote the wellbeing of all women employees at the workplace, this policy is envisaged as under:
- It shall be the duty of the Management of the Establishment to prevent or deter the commission of any act of sexual harassment of women at the workplace.
- Sexual Harassment of women will be considered as misconduct and action will be taken based on the findings of the enquiry in this context.
- The definition of sexual harassment of women will be as defined in section 2(n) of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as represented below:-
“Sexual Harassment of women” includes any one or more of the following unwelcome acts or behavior (whether directly or by implication), namely:-
- Physical contact and advances; or
- A demand or request for sexual favours; or
- Making sexually coloured remarks; or
- Showing pornography; or
- Any other unwelcome physical, verbal or non-verbal conduct of sexual nature.
- The following circumstances, among other circumstances, if it occurs or is present in relation to or connected with any act or behavior of sexual harassment, may amount to sexual harassment:-
- Implied or explicit promise of preferential treatment in her employment; or
- Implied or explicit threat of detrimental treatment in her employment; or
- Implied or explicit threat about her present or future employment status; or
- Interference with her work or creating an intimidating or offensive or hostile work environment for her; or
- Humiliating treatment likely to affect her health orsafety.
OBJECTIVE:
This policy has been formulated keeping in view the provisions under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013” (hereinafter referred to as “Act”) and its Rules notified on 09th December, 2013. The said policy is to define the guidelines and the process to be followed in order to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment in addition to the matters connected therewith or incidentalthereto.
For any doubt or further clarification, reference is made to the SHWW Act and Rules.
APPLICABILTY:
This policy will extend to all employees of the Company including those employed on contractual basis. The policy also extends to those who are not employees of the Company, such as customers, visitors etc., but are subjected to sexual harassment at the Workplace (defined hereinafter) of the Company.
All concerned should take cognizance of the fact that company strongly opposes sexual harassment, and that such behavior against women is also prohibited by the law as laid down in Act. Commission of any act of sexual harassment as defined in the Act and in this Policy shall result in strict disciplinary action.
SCOPE:
The scope of Policy is restricted to the following for all associates:
The Policy is with respect to Prevention, Prohibition &Redressal of Sexual Harassment which may arise in places not limited to business location viz. Company’s offices / branches but also includes :-
- Any external location visited by employees due to or during the course of their employment with the Company such as business locations of other Companies/ entities, guest houses etc.
- Any mode of transport provided by the Company for undertakes a journey to and from the aforementioned locations.
Sexual harassment is judged by the impact on the complainant and not the intent of the Respondent.
1. ABBREVIATIONS:
In this Policy document, unless there is anything repugnant to the subject or context thereof, the words and expressions as stated below shall have the following meanings:-
- “Act” means The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013 and Rules framed there under.
- “Aggrieved Woman” means a woman in relation to work place whether employed or not, who alleges to have been subjected to any act of sexual harassment by the Respondent.
- “Company” means Prem Somani Financial Services Limited and are under the same management and control as that of the Company.
- “Employee” means a person employed at a workplace for any work on regular, temporary, ad hoc or daily wages basis, either directly or through an agent with or, without the knowledge of the principal employer, whether for remuneration or not, or working on a voluntary basis or otherwise, whether the terms of employment are express or implied and includes a co-worker, a trainee or called by any other such name.
- “Employer” means the head of the Company or any person who is responsible for the management, supervision and control of the workplace.
- “Internal Complaints Committee” means a committee constituted by Company as per this Policy.
- “Presiding Officer” means the Presiding Officer of the Internal Complaints Committee nominated under sub-section (2) of section 4 of the Act
- “Member “means member of the Internal Committee or Local Committee as the case maybe.
- “Complainant Employee (CE)”Complainant Employee (CE) means any Woman Employee [as per Section 2(a) of SHWW Act] who has lodged a complaint of sexual harassment at workplace and has been subjected to any act of sexual harassment by another employee ‘RE’ (herein after referred to as ‘Respondent Employee’).
Comments: The complainant need not necessarily be an employee; it can even be a visitor, guest etc. of the organization.
- “Management” Management means Company’s Managing Director / Executive Director as notified on the Notice Board of the Establishment.
- “Respondent Employee (RE)”Respondent Employee (RE) means any employee against whom the complaint for sexual harassment has been lodged.
- “Workplace” Workplace means the places referred in clause 2(o) of the SHWW Act and inter-alia includes every and all offices, branches and Depots located anywhere in India. It also includes any place visited by the employees arising out of or during the course of employment including transportation provided by the Management of the establishment for undertaking such journey.
- “Special Educator” A Special Educator means a person trained in communication with people with special needs in a way that addresses their individual differences and needs.
- “LC” Local Committee.
- “District Officer” District officer means an officer notified by appropriate Government which may be District Magistrate or Additional District Magistrate or the Collector or Deputy Collector for every district to exercise powers or discharge functions under SHWW Act,2013.
2. RESPONSIBILITIES REGARDING SEXUALHARASSMENT:
All employees of the Company have a personal responsibility to ensure that their behavior is not contrary to this policy. All employees are encouraged to reinforce the maintenance of a work environment free from sexual harassment.
Internal Complaints Committee
The Management of the Company shall constitute the respective Committees, for Head office and other workplace/units of the Company which are located in India, in the name and style of “Internal Complaints Committee” (herein after ‘ICC’) to consider and redress complaints of Sexual Harassment at each such Unit/workplace.
The Qualification of Presiding Officer and Members of the respective Committees shall be as under:
S.No. | Designation | Qualification |
1. | Presiding Officer | A woman employed at a senior level at workplace from amongst employees (in case a senior level women employee is not available, the Presiding officer shall be nominated from the other offices or administrative units of the workplace. In case the other offices or administrative units of the workplace do not have a senior level woman employee, the Presiding officer shall be nominated from any other workplace of the same employer or other department or organization of the
same employer) |
2. | Members from amongst employees of respective workplace | From employees preferably committed to the cause of women or who have experience in social work or have a legal knowledge.
Each Committee shall have at least 2 such members. |
3. | Member from NGO or association committed to cause of women or a person familiar with the issue relating to sexual harassment | From amongst non-governmental organizations or associations committed to the cause of women or a person familiar with the issues relating to sexual harassment |
At least one half of the total members of each such Committee shall be women.
A quorum of 3 members is required to be present for the proceedings of the respective Committee to take place. The quorum shall include the Presiding Officer, at least two members, one of whom shall be a woman.
3. ADMINISTRATION:
The Human Resource Department of the Company shall be the governing body for this policy and shall be responsible for maintaining all records, registers and other documents and to conduct all kinds of seminars, trainings, awareness programs as may be required under the said Act.
4. POWERS OF INTERNAL COMPLAINTSCOMMITTEE:
It shall have same power as are vested in a Civil Court under the Code of Civil Procedure 1908, when trying into following matters:
- Summoning and enforcing attendance of any person and examining him on oath;
- Requiring the discovery and production of document;
- Any other manner which may be prescribed.
5. CONFIDENTIALITY:
The Company understands that it is difficult for the victim to come forward with a complaint of sexual harassment and recognizes the victim’s interest in keeping the matter confidential.
To protect the interests of the victim, the accused person and others who may report incidents of sexual harassment, confidentiality will be maintained throughout any investigatory process to the extent practicable and appropriate under such circumstances.
6. DISPUTE RESOLUTION PRIOR TOENQUIRY
The Internal Complaints Committee may if, and only if so requested by the aggrieved woman, try to resolve the matter informally by intervening and thereby permitting the parties to resolve the matter mutually before the commencement of the formal enquiry proceedings.
7. ORAL COMPLAINTS TO BE REDUCED INWRITING
It shall be the duty of the ICC before whom an oral complaint is made under this Act to reduce the said complaint in writing and read out the complaint to the complainant in the language requested by the complainant and obtain the signature of the complainant.
8. IMPROPERCOMPLAINTS
This policy shall not be used to bring frivolous or malicious complaints against anyone. Making a knowingly false complaint subjects the complainant to disciplinary or corrective action. However, failure to prove a claim of sexual harassment does not constitute proof of a false and / or malicious accusation.
9. THIRD PARTYHARASSMENT
Where sexual harassment occurs to any woman employee as a result of an act or omission by any third party or outsider, the Company will take all steps necessary and reasonable to assist the affected person in terms of support and preventive action.
10. COMPLAINT AGAINSTEMPLOYER
If any Complaint is made against the employer himself then the said complaint will directly be entertained by Local Complaint Committee formed by State/Central Government for every District.
11. COMPLAINT
- Any aggrieved woman can make in writing a complaint within a period of 3 months from date of incident and in case of series of incidents within a period of three months from the date of last incident;
- Internal Committee for reasons to be recorded in writing extend time limit not exceeding 3 months if it is satisfied that the circumstances were such that prevented the woman from filing a complaint within said period.
- Where the aggrieved woman is unable to make a complaint on account of her physical incapacity, a complaint may be filed by:
- Her Legal Heirs;
- Her relative or friend;
- Her co-worker;
- Officer of National Commission for Women or State Women’s Commission;
- Any person who has knowledge of incidence, with written consent of the aggrieved woman.
In case of her mental incapacity, complaint may filed by
- Her Legal heirs;
- Her relative or friend;
- Special educator;
- Qualified psychiatrist or psychologist;
- Guardian or authority under whose care she is receiving treatment or care;
- Any person who has knowledge of the incident jointly with her relative or friend or special educator or qualified psychiatrist or psychologist or guardian or authority under whose care she is receiving treatment or care;
- In any other case by any person who has knowledge of the incident, with her written consent.
- In case of death of woman, by any person who has knowledge of the incident, with the written consent of her legal heir.
12. MANNER OF INQUIRY INTOCOMPLAINT:
- Complainant shall submit to the committee, 6 copies of complaint along with supporting documents and the name and address of the witnesses;
- Within 7 working days the committee shall send one of the copy to respondent;
- Respondent shall file his reply with documents and name and address of the witnesses within 10 working days (or such longer time as the Committee may allow in special circumstances/reasons to be recorded in writing ) from the date of the receipt of notice;
- The committee shall make the inquiry on the principles of Natural Justice;
- If complainant or respondent fails to present for 3 consecutive hearings convened by chairperson without sufficient cause, the committee shall have the right to terminate the proceedings or give ex-parte decision;
- Provided such termination or ex-parte decision may not be passed without giving 15 days advance notice in writing to the party concerned;
- The parties shall not be allowed to bring in any legal practitioner;
- In conducting inquiry a minimum of 3 members including Presiding Officer shall be present;
- Where both parties are employees, the parties shall , during course of inquiry, be given an opportunity of being heard;
- The Inquiry shall be completed within a period of Ninety days from the date of complaint.
13. ACTION DURING PENDENCY OFINQUIRY
During the pendency of an inquiry, on request made by aggrieved woman, the Committee may recommend to the employer to:
- Transfer the aggrieved woman or respondent to any other workplace; or
- Grant leave to the aggrieved woman up to a period of 3 months. The leave granted under this clause shall be in addition to the leave she would otherwise be entitled; or
- Restrain respondent from reporting on the work performance of the aggrieved woman or writing her confidential report, and assign the same to another officer; or
On recommendation of ICC, the employer shall implement the recommendation and send the report of such implementation to the ICC.
14. INQUIRYREPORT
The committee shall provide the report of its finding to the employer within a period of 10 days from date of completion of the inquiry and such report be made available to concerned parties as well.
15. PUNISHMENT FOR CONTRAVENTION OFACT
The punishment and penalties for any sexual harassment will depend upon circumstances and may vary on case to case basis. However, the committee will have the full rights to recommend the employer following action against respondent:
- To take any action including written apology , warning, reprimand or censure, withholding of promotion , withholding of pay rise or increment , terminating the respondent from services or undergoing a counseling session or carrying out community services, Curtailment of privilege, Bar on representing the company at any extra or co-curricular activity, Mandatory attendance in a sexual harassment workshop or program, Any other action prescribed in the Act/ Code of Conduct/ Service Rules/ Contract Rules, Termination, Suspension ,Demotion , Bond of good behavior ,Debarring from supervisory duties.
- To deduct a sum from the salary or wages of the respondent as it may be considered appropriatebytheManagementtobepaidtotheaggrievedperson.Incasededuction
from salary / wages is not possible due to absence or cessation of respondent from employment, respondent can be directed to pay the amount to the aggrieved person.
- The employer shall act upon recommendation of ICC within 30 days of its receipt by him.
16. AWARENESS:
- All the Employees, Agents, Customers, Vendors, Partners and Visitors shall have access to this Policy at any given point of time and clarification related to this Policy shall be addressed by the Human Resources Department.
- A brief shall be given to all existing employees regarding the features of this Policy immediately on formulation of the Policy and to new employees in the Company during their initial induction.
- The Employer shall comply with all other duties as set out under Clause 17 of this policy to ensure that all employees are provided with the safe working environment at the workplace.
- Company shall display the notice showing the name of the Internal Complaints Committee members at its every establishment at a conspicuous place.
17. DUTIES OFEMPLOYER
- Provide a safe working environment at the workplace which shall include safety from the persons coming into contact at the workplace;
- Display at any conspicuous place in the workplace, the penal consequences of sexual harassments; and the order constituting the Internal Complaints Committee under sub- section(1) of section4;
- Organize workshops and awareness programmes at regular intervals for sensitizing the employees with the provisions of the Act and orientation programmers for the members of the Internal Complaints Committee in the manner as may be prescribed;
- Provide necessary facilities to the Internal Complaints Committee or the Local Complaints Committee, as the case may be, for dealing with the complaint and conducting an inquiry;
- Assist in securing the attendance of respondent and witnesses before the Internal Complaints Committee or the Local Authority, as the case maybe;
- Make available such information to the Internal Complaints Committee or the Local Complaints Committee, as the case may be, as it may require having regard to the complaint made under sub- section (1) of section9;
- Provide assistance to the woman if she so chooses to file a complaint in relation to the offence under the Indian Penal Code or any other law for the time being in force;
- If the aggrieved woman so desires, where the perpetrat or is not an employee, in the workplace at which the incident of sexual harassment took place, cause to initiate action, under The Indian Penal Code or any other law for the time being in force, against the perpetrator;
- Treat sexual harassment as a misconduct under the service rules/Code of Conduct and initiate action for such misconduct;
- Monitor the timely submission of reports by the Internal Complaints Committee.
Manner to organize workshops, etc.
Subject to the provisions of Section 19 of the Act, every employer shall-
- Formulate and widely disseminate an internal policy or charter or resolution or declaration for prohibition, prevention and redressal of sexual harassment at the workplace intended to promote gender sensitive safe spaces and remove underlying factors that contribute towards a hostile work environment againstwomen;
- Carry out orientation programmes and seminars for the Members of the Internal Complaints Committee;
- Carry out employees awareness programmes and create forum for dialogues which may involve Panchyati Raj Institutions, Gram Sabha, women’s groups, mother’s committee adolescent groups, urban local bodies and any other body as may be considerednecessary;
- Conduct capacity building and skill building programmes for the members of the Internal Complaints Committee;
- Declare the names and contact details of all the Members of the Internal Complaints Committee;
- Use modules developed by the State Governments to conduct workshops and awareness programmes for sensitizing the employees with the provisions of theAct.
18. MISCELLANEOUS:
- Company may make any alteration or amendment or rescind any of the clauses of this Policy as and when it finds it necessary to do so as long as it complies with the Act. Any such alterations or amendment or rescinding shall be well intimated to the employees.
- Nothing contained in this policy shall operate in derogation of any law for the time being in force or to the prejudice of any right of any employee under any other Rules or Law.
- The Internal Complaints Committee shall prepare an annual report with the following details and shall submit the same to the Company to include in its Annual report:
- Number of complaints of sexual harassment received during theyear;
- Number of complaints disposed off during theyear;
- Number of cases pending for more than 90days;
- Number of workshops or awareness programs against sexual harassment carried out;
- Nature of action taken by theemployer.
CONCLUSION:
Complaints relating to Sexual Harassment shall be handled and investigations will be conducted under the principles of natural justice and on basis of fundamental fairness, in an impartial and confidential manner. The decision of Company shall be final and binding on all. However, the same is without prejudice to any recourse that Company or the individual concerned may have against the respondent and it shall not limit or restrict the rights of the Complainant and/or Company to pursue, nor shall they be precluded from pursuing, such further and other legal actions as may beavailable.
WHISTLE BLOWER POLICY & VIGIL MECHANISM
[Pursuant to Sec. 177(9) & (10) of the Companies Act, 2013, Reg. 4(2) (d) (iv) and Reg. 22 of Securities and Exchange board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
1) PREFACE:
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires all listed Companies to establish a mechanism called “Whistle Blower Policy” for employees to report to the management instances of unethical behaviour, actual or suspected fraud.
The Companies Act, 2013 vide Section 177, mandates that the Listed Companies and such class of Companies should establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed. The vigil mechanism shall provide for adequate safeguards against victimisation of employees who use such mechanism and for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of the Company and Directors to approach the Audit Committee of the Company.
2) PURPOSE:
PREM SOMANI FINANCIAL SERVICES LIMITED is committed to complying with the domestic laws that apply to them assuring that business is conducted with integrity and that the Company’s financial information is accurate. If potential violations of Company policies or applicable laws are not recognized and addressed promptly, both the Company and those working for or with the Company could face penalties. In order to promote ethical standards, the Company will maintain the workplace that facilitates reporting of potential violations of Company policies and applicable laws. Employees must be able to raise concerns regarding such potential violations easily and without any fear of retaliation.
3) DEFINITIONS:
The definitions of some of the key terms used in this Policy are given below:
- “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013 of the Securities and Exchange board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- “Authorised officer” means the Officer appointed by the Board to discharge the designated functions under this Policy including assisting the Committee or Board in receipt, investigation etc., of the disclosures.
- “Disciplinary Action” means any action that can be taken on the completion of or during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.
- “Employee” means every employee of the Company,including the Directors in the employment of the Company.
- e. “Investigators” means those persons authorised, appointed, consulted or approached by the Audit Committee and includes the auditors of the Company.
- “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
- “Subject” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
- “Whistle Blower” means an Employee or Director making a Protected Disclosure under this Policy.
- “Whistle Officer” or “Committee” means an Officer or Committee of persons who is nominated / appointed to conduct detailed investigation.
4) SCOPE:
The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case. Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Authorised Officer or the Chairman of the Audit Committee or the Investigator.
Protected Disclosure will be appropriately dealt with by the Chairman of the Audit Committee, or any Officer authorised for this purpose, as the case may be.
Whistle Blowers must put their names to allegations and investigation may not be possible unless the source of the information is identified. Disclosures expressed anonymously will NOT be investigated in the normal course.
The policy covers malpractices and events which have taken place/suspected to take place involving:
- Abuse of authority
- Breach of Contract
- Negligence causing substantial and specific danger to public health and safety
- Manipulation of Company data/ records
- Financial irregularities, including fraud or suspected fraud
- Deficiencies in internal control and check
- Deliberate error in preparation of financial statements or misrepresentation of financial reports
- Any unlawful act whether civil/criminal
- Deliberate violation of law/ regulation
- 1Perforation of confidential/proprietary information
- Wastage/ misappropriation of Company funds/assets
- Breach of Company policy or failure to implement or comply with any approved Company policy.
The Policy should not be used in place of the Company grievance procedures or to be a route for raising malicious or unfounded allegations against colleagues.
5) ELIGIBILITY:
All Employees of the Company and the Directors are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company.
6) DISQUALIFICATIONS:
- While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
- Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
- Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide or malicious or Whistle Blowers who make 3 or more Protected Disclosures, which have been subsequently found to be frivolous, baseless or reported otherwise than in good faith, will be disqualified.
7) PROCEDURE:
- All Protected Disclosures concerning financial/accounting matters should be addressed to the Chairman of the Audit Committee of the Company for investigation.
- The contact details of the Chairman of the Audit Committee are as under:Mr. Vishnu Kant Mundra
Chairman – Audit Committee
PremSomani Financial Services limited
42, Jai Jawan Colony, Scheme No. 3 Durgapura,
Jaipur-302018, RajasthanIn case a Whistle Blower feels that he/she has been victimized in employment related matters because of reporting about the violation of the Code, he/ she can submit a “Grievance” to the authorised officer, giving specific details of nature of victimization allegedly suffered by him/her.All such grievances will be examined by the Audit Committee. The Committee will meet at regular intervals and examine the grievances on merits. The Committee will also conduct necessary investigation of the concern and recommend appropriate action as the case may be.While Management is determined to give appropriate protection to the genuine Whistle Blower, the employees at the same time are advised to refrain from using this facility for furthering their ownpersonal interest. If proved, such cases may be referred to the Audit Committee for disciplinary action - If a protected disclosure is received by any executive of the Company other than Chairman of Audit Committee, the same should be forwarded to the Company’s Authorised Officer or the Chairman of the Audit Committee for further appropriate action. Appropriate care must be taken to keep the identity of the Whistle Blower confidential.
- Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English.
- The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle Blower. The Chairman of the Audit Committee / Authorised Officer, as the case may be shall detach the covering letter and forward only the Protected Disclosure to the Audit Committee for investigation.
- Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to assess the nature and extent of the concern.
- For the purpose of providing protection to the Whistle Blower, the Whistle Blower should disclose his/her identity in the covering letter forwarding such Protected Disclosure.
8) INVESTIGATIONS:
- All Protected Disclosures reported under this Policy will be thoroughly investigated by the Audit Committee of the Company in accordance with the normal procedure. The Audit Committee may at its discretion, consider the involvement of any other Officers of the Company for the purpose of investigation.
- The decision to conduct an investigation is not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistle Blower that an improper or unethical act was committed.
- The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of law and the investigation.
- Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
- Subjects shall have a duty to co-operate with the Authorised Officer / Audit Committee during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.
- Subjects have a right to consult a person or persons of their choice, except Authorised Officer or the Audit Committee and/or the Whistle Blower. This may involve representation including legal representation. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings.
- Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects. If he/she is found indulging in any such actions it will make him/her liable for disciplinary actions. Under no circumstances, subjects should compel investigator to disclose the identity of the Whistle Blower.
- Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
- Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
- The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure.
9) SECRECY/CONFIDENTIALITY:
The Whistle Blower, the Subject, the Authorised Officer and everyone involved in the process shall:
- Maintain complete confidentiality/ secrecy of the matter
- Not discuss the matter in any informal/social gatherings/ meetings
- Discuss only to the extent or with the persons required for the purpose of completing the process and investigations
- Not keep the papers unattended anywhere at any time
- Keep the electronic mails/files under password.
If anyone is found not complying with the above, he/ she shall be held liable for such disciplinary action as is considered fit.
10) PROTECTION:
- No unfair treatment will be shown to the Whistle Blower in view of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted.
- No one may take any adverse action against any employee for complaining about, reporting, or participating, or assisting in the investigation of, a reasonably suspected violation of any law. The Company takes reports of such retaliation seriously. Incidents of retaliation against any employee reporting a violation or participating in the investigation of a reasonably suspected violation will result in appropriate disciplinary action against anyone responsible, including possible termination of employment. Those working for or with the Company who engage in retaliation against reporting employees may also be subject to appropriate penalties.
11) DECISION:
If an investigation leads the Audit Committee to conclude that an improper or unethical act has been committed, the Authorised Officer/ Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as the Audit Committee may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
12) FALSE COMPLAINTS:
While this policy is intended to protect genuine Whistle-blowers from any unfair treatment as a result of their disclosure, misuse of this protection by making frivolous and bogus complaints with mala fide intentions is strictly prohibited. Personnel who make complaints with mala fide intentions and which are subsequently found to be false will be subject to strict disciplinary action.
13) REPORTING:
The Authorised Officer shall submit a report to the Audit Committee on a regular basis about all Protected Disclosures received by him since the last report together with the results of investigations, if any.
14) RETENTION OF DOCUMENTS:
All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of eight years.
15) AMENDMENT:
The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason subject to the approval of the Audit Committee or Board.
This Policy was reviewed by the Board of Directors and modified on 30th June 2018 in the light of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
POLICY FOR DETERMINATION OF MATERIALITY OF INFORMATION OR EVENT
Prem Somani Financial Services Limited (”Company”) believes in adequate and accurate disclosures of information on an ongoing basis, in order to enable investors to make well informed and timely investment decisions. This would ensure transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.
PURPOSE OF THE POLICY:
The purpose of this Policy is to determine materiality of events and information based on criteria specified under clause (i) of sub-regulation (4) of Regulation 30 of the Listing Regulations and to ensure that the Company shall make disclosure of events / information specified in Para A and B of Part A of Schedule III of the Listing Regulations to the Stock Exchanges
DEFINITIONS:
In these regulations, unless the context otherwise requires:—
- “Board of Directors” means the board of Directors, of Prem Somani Financial Services Limited as constituted from time to time;
- “Company” means Prem Somani Financial Services Limited inclusive of its registered office.
- “Key Managerial Personnel” means key managerial personnel as defined in sub- section (51) of section 2 of the Companies Act,2013;
- “Policy” shall mean this Policy on the criteria for determining Materiality of events or information and as amended from time to time.
- “Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015 including any modifications, clarifications, circulars or re-enactment thereof.
- “Schedule” means a schedule annexed to these Regulations.
Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013, Regulations or any other applicable law or Regulations to the extent applicable to the Company.
POLICY
CRITERIA FOR DETERMINATION OF MATERIALITY:
- The events specified in PARA A of PART Aof SCHEDULE III are deemed to be material events and (refer ANNEXURE-1 ) shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation(30).
- The events specified in PARA B of PART Aof SCHEDULE III (refer ANNEXURE-2 ) shall be disclosed upon application of the guidelines for materiality referred sub- regulation (4) of regulation (30). Pursuant to which, the following criteria should be considered for determination of materiality of event/information:
- The omission ofan event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
- The omission of an event or information is likely to result in significant market reaction if the said omission came to light at a laterdate;
- In case where the criteria specified in sub-clauses (a) and (b) are not applicable, an event/information may be treated as being material if in the opinion of the board of directors of Company, the event / information is considered material.
DISCLOSURES
-
- The Company shall timely disclose the occurrence of all events and information as specified herein to the Stock Exchange not later than twenty four hours from the occurrence of event or information in the following manner
- inform the stock exchanges on which the securities of the Company are listed;
- Upload on the corporate website of the Company.
- The Company shall timely disclose the occurrence of all events and information as specified herein to the Stock Exchange not later than twenty four hours from the occurrence of event or information in the following manner
Provided that in case the disclosure is made after twenty-four (24) hours of occurrence of such event or information, the Company shall along with such disclosure(s) provide an explanation for the delay.
- The Company shall, with respect to disclosures referred to in the regulation, make disclosures updating material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations.
- The Company shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under the regulation, and such disclosures shall be hosted on the website of the Company for a minimum period of five years and thereafter as per the standards of the Company, as disclosed on its website.
- The Company shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to any events orinformation:
- The Company will on its own initiative also, confirm or deny any reported event or information to stock exchange(s), in case where an event occurs or an information is available with the Company, which has not been indicated in Para A or B of Part A of Schedule III, but which may have material effect on it.
AUTHORIZATION TO ONE OR MORE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION AND FOR THE PURPOSE OF MAKING DISCLOSURES TO STOCK EXCHANGE(S) AS WELL AS ON THE COMPANY’S WEBSITE UNDER THE REGULATION
The Board of the Company has severally authorized the Managing Director, the CFO and the Company Secretary and Compliance Officer of the Company for the purpose of determining materiality of an event or information and making disclosures in that regard.
The contact details of aforesaid Persons are provided here under:
Mail: limitedpsfs@gmail.com
Phone- 9829051268
COMMUNICATION OF THIS POLICY
Communication of this Policy for all new Employees and Directors, a copy of this Policy shall be handed over as a part of the joining documentation, along with other policies. For all existing Employees and Directors, a copy of this Policy shall be handed over within one month of the adoption of this Policy by the Board of Directors of the Company. This Policy shall also be posted on the web-site of the Company.
AMENDMENTS IN THE POLICY
- The Board of Directors are authorised to make modifications/amendments to this policy in consonance to the provisions of SEBI (Listing Obligations AndDisclosure Requirements), 2015 and any amendment thereto and the decision of the Board in this respect shall be final and binding.
- Any subsequent amendment/modification in the Regulation and/or other applicable laws in this regard shall automatically apply to this policy.
ANNEXURE-1
Disclosure of events and information as specified in Para A of Part Aof Schedule III to the SEBI (Listing Obligations and Disclosure Requirements),2015.
A. Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation(30):
- Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the Company or any other restructuring.
- Issuance or forfeiture of securities, split or consolidation of shares, buy back of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including for feiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
- Revision in Rating(s).
- Outcome of Meetings of the board of directors. The company shall disclose to the Exchange(s), within 30 minutes of the closure of any meeting held to consider the following:
- Dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
- Any cancellation of a dividend with reasonse therefor;
- The decision on buyback of securities;
- The decision with respect to fund raising proposed to be undertaken;
- Increase in capital by issue of bonus shares through capitalization of reserves including the date on which such bonus shares shall be credited/dispatched;
- Reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits which may be to subscribed to;
- Short particulars of any other alterations of capital, including calls;
- Financial results;
- Decision on voluntary delisting by the Company from stockexchange(s).
- Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the Company), agreement(s)/treaty (ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof.
- Fraud/defaults by promoter or key managerial personnel or by Company or arrest of key managerial personnel or promoter.
- Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer.
- Appointment or discontinuation of share transfer agent.
- Corporate debt restructuring.
- One time settlement with a bank.
- Reference to BIFR and winding-up petition filed by any party /creditors.
- Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the Company.
- Proceedings of Annual and extraordinary general meetings of the Company.
- Amendments to memorandum and articles of association of Company, in brief.
- Schedule of Analyst or institutional investor meet and presentations on financial results made by the Company to analysts or institutional investors;
ANNEXURE-2
Disclosure of events and information as specified in Para B Of Part A of Schedule III to the SEBI (Listing Obligations And Disclosure Requirements), 2015.
B. Events which shall be disclosed upon application of the guidelines for materiality referred sub-regulation (4) of regulation(30):
- Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
- Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/division (entirety orpiecemeal).
- Capacity addition or product launch.
- Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
- Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course ofbusiness) and revision(s) or amendment(s) or termination(s) thereof.
- Disruption of operations of any one or more units or division of the Company due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.
- Effect(s) arising out of change in the regulatory framework applicable to the Company.
- Litigation(s) / dispute(s) / regulatory action(s) with impact.
- Fraud/defaults etc. by directors (other than key managerial personnel) or employees of Company.
- Options to purchase securities including any ESOP/ESPS Scheme.
- Giving of guarantees or indemnity or becoming a surety for any third party.
- Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.Etc.
NOMINATION AND REMUNERATION POLICY OF THE COMPANY
In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel and employees, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 as amended from time to time, this policy is being formulated.
The Board of Directors of Prem Somani Financial Services Limited. (“the Company”) constituted the Committee known as “Nomination and Remuneration Committee”. All the members of the Committee are non-executive directors with at least one-half of them being independent.
The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Committee and approved by the Board of Directors.
OBJECTIVE AND PURPOSE OF THE POLICY:
1. OBJECTIVE:
The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.
The Key Objectives of the Committee would be:
- To guide the Board and lay down criteria in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
- To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.
- To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
- To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.
- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
- To devise a policy on Board diversity.
- To develop a succession plan for the Board and to regularly review the plan.
- To assist the Board in fulfilling all related responsibilities.
The Nomination and Remuneration Policy has been formulated in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.
2. DEFINITIONS:
- “Act” means the Companies Act, 2013 and Rules framed there under, as amended from time to time.
- “Board” means Board of Directors of the Company.
- “Directors” mean the Directors of the Company.
- “Key Managerial Personnel” (“KMP”) means:
- Chief Executive Officer or the Managing Director or the Manager;
- Whole-time director;
- Chief Financial Officer;
- Company Secretary; and
- Such other officer as may be prescribed under the Act.
- “Senior Management” means officer/ personnel of the company who are members of its core management team excluding the Board of Directors, comprising of all members of management one level below the Executive Directors including Functional Heads.
3. CONSTITUTION OF THE NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the Company (the Board) constituted the committee to be known as the Nomination and Remuneration Committee consisting of three non-executive directors out of which at least one half shall be Independent. The Chairman of the Committee shall be an Independent Director.
The Board has the power to reconstitute the Committee consistent with the Company’s policy and applicable statutory requirement.
Applicability
The Policy is applicable to:
- Directors (Executive and Non-Executive Directors)
- Key Managerial Personnel (“KMP”)
- Senior Management Personnel
4. ROLE OF COMMITTEE:
The Committee shall:
- To guide the Board and lay down criteria in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
- To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.
- To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
- To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.
- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
- To devise a policy on Board diversity.
- To develop a succession plan for the Board and to regularly review the plan.
- To assist the Board in fulfilling all related responsibilities.
5. APPOINTMENT CRITERIA AND QUALIFICATIONS:
The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointmentas Director, KMP or at Senior Management level and recommend to the Board his / her appointment. Criteria for identifyingpersons who are qualified to be appointed as a Directors / KMP /Senior Management Personnel of the Company:
a) Directors
Section 164 of the Companies Act, 2013 states disqualifications for appointment of any person to become Director of any Company. Any person who in the opinion of the Board is not disqualified to become a Director, and in the opinion of the Board, possesses the ability, integrity and relevant expertise and experience, can be appointed as Director of the Company.
b) Independent Directors
For appointing any person as an Independent Director he/she should possess qualifications as mentioned in Section 149 of the Act along with rules made there under and Regulation 16 (1)(b) of the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
c) Senior Management Personnel and KMP
The Company has an hierarchy structure displaying positions of Senior Management including KMP and other positions with the minimum qualifications and experience requirements for each positions which commensurate with the size of its business and the nature and complexity of its operations. Any new recruitment in the Company is to match the requirements prescribed inthe hierarchy structure of the Company.
A person should possess adequate qualification, expertise and experience for the position he/ she is considered forappointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by aperson are sufficient / satisfactory for the concerned position.
d) Term / Tenure
-
- Managing Director/Whole-time Director/Independent Director:
The Committee shall ensure that the appointment and reappointment of any director as above is carried out as per rules and regulations listed under the Companies Act, 2013 along with other relevant laws.
- Managing Director/Whole-time Director/Independent Director:
- Independent Director:
The maximum tenure of Independent Directors shall be in accordance with the Companies regard, from time to time. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.
e) Criteria for Evaluation
The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval.
-
- Criteria for evaluating Non-executive Board members:
Section 149 of the Companies Act, 2013 read with Schedule IV of the said Act states that the Independent Directors shall at their separate meeting review performance of non- independent directors and the Board as a whole and the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated.
- Criteria for evaluating Non-executive Board members:
- Criteria for evaluating performance of Key Managerial Personnel and Senior Management Personnel
Criteria for evaluating performance of KMP and Senior Management Personnel shall be as per the HR Guideline on Performance Management System and Development Plan of the Company.
a) Removal
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under,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.
6. REMUNERATION FOR THE MANAGING DIRECTOR/WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL
-
- The remuneration to the Managing Director, Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and berecommended to the approval its approval there on. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.
- The remuneration and commission to be paid to the Managing Director/Whole-time Director shall be in accordance with the percentage / slabs /shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force or as per the policy of the company & on-going industrial norms.
a) Sitting Fees
In view of the present financial position of the Company no Director is entitled to receive remuneration by way of fees for attending meetings of Board or Committee there of. Provided, Board is empowered to fix the sitting fees for the Directors, however,the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
b) Commission
Commission may be paid within the monetary limit approved by shareholders subject to the limit not exceeding 1% of the profitsof the Company computed as per the provisions of Section 197 the Companies Act, 2013.
7. STOCK OPTIONS
An Independent Director shall not be entitled to any stock option of the Company.
8. MEMBERSHIP, FREQUENCY OF MEETINGS
- Chair person of the Committee shall be an Independent Director.
- The Committee shall consist of a minimum 3 non-executive directors, all of them being independent.
- Membership of the Committee shall be disclosed in the Annual Report.
- Term of the Committee shall be continued unless terminated by the Board of Directors.
- The meeting of the Committee shall be held at such regular intervals as may be required.
9. SECRETARY
The Company Secretary of the Company shall act as Secretary of the Committee.
10. MINUTES OF COMMITTEE MEETING
Proceedings of all meetings must be minutised and signed by the Chairman of the Committee as per the provisions of the Act and other applicable provisions.
11. COMMUNICATION OF THIS POLICY
For all Directors, a copy of this Policy shall be handed over with in one month from the date of approval by the Board. This Policy shall also be posted on the web-site of the Company.
12. AMENDMENT
Any change in the Policy shall, on recommendation of Nominations and Remuneration Committee, be approved by the Board of Directors of the Company. The Board of Directors shall have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.
Disclosure
(A) Disclosures on materially significant related party transactions. Due disclosures made wherever required.
(B) Details of non compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. The Company in general has complied with all the provisions of the Stock Exchanges, SEBI or any statutory authority.
(C) The Company has followed all the relevant accounting standards issued by Institute of Chartered Accountants of India to the extend applicable.
(D) There are no pecuniary relationships of transactions of Non executive Director vis-a-vis the Company which had any potential conflict with the interest of the Company at large.
COMMITTEES
AUDIT COMMITTEES
Objective
The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee’s purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company’s financial statements, the appointment, independence, performance and remuneration of the statutory auditors including the Cost auditors, the performance of internal auditors and the Company’s risk management policies.
Terms of Reference
The terms of reference / powers of the Audit Committee are as under:
A. Powers of the Audit Committee
- To investigate any activity within its terms of reference.
- To seek information from any employee.
- To obtain outside legal or other professional advice.
- To secure attendance of outsiders with relevant expertise, if it considers necessary.
B. The role of the Audit Committee includes
- 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;
- Recommending the appointment, remuneration and terms of appointment of statutory auditors, including cost auditors of the Company;
- Approving payment to statutory auditors, including cost auditors, for any other services rendered by them;
- Reviewing with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:
- Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
- Changes, if any, in accounting policies and practices and reasons for the same;
- Major accounting entries involving estimates based on the exercise of judgement by the management;
- Significant adjustments made in financial statements arising out of audit findings;
- Compliance with listing and other legal requirements relating to financial statements;
- Disclosure of any related party transactions; and
- Modified opinion(s) in the draft audit report.
- Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
- Monitoring and 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;
- Reviewing and monitoring the auditors’ independence and performance, and effectiveness of audit process;
- Approval or any subsequent modification of transactions of the Company with related parties;
- Scrutiny of inter-corporate loans and investments;
- Valuation of undertakings or assets of the Company, wherever it is necessary;
- Evaluation of internal financial controls and risk management systems;
- Reviewing, with the management, the performance of statutory auditors and internal auditors, adequacy of internal control systems;
- Formulating the scope, functioning, periodicity and methodology for conducting the internal audit;
- 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 of any significant findings and follow-up thereon;
- 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, if any, in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
- To review the functioning of the Vigil Mechanism and Whistle Blower mechanism;
- 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 qualifications, experience and background, etc. of the candidate;
- Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
- Reviewing financial statements, in particular the investments made by the Company’s unlisted subsidiaries;
- Reviewing the following information:
- The Management Discussion and Analysis of financial condition and results of operations;
- Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
- Management letters/letters of internal control weaknesses issued by the statutory auditors;
- Internal audit reports relating to internal control weaknesses;
- Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor / internal auditor(s); and
- Statement of deviations:
- (a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- (b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
S. NO. | NAME OF THE DIRECTOR | DESIGNATION IN BOARD | DESIGNATION IN COMMITTEE |
Mr. Hemant Bohra | Additional Director (Independent) | Chairman and Member | |
2 | Mr. Nagendra Nagraj Nallu | Additional Director (Independent) | Member |
3 | Mr. Dinesh Kumar Bohra | Additional Director and Chief Financial Officer (CFO) | Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE
Terms of Reference
- Oversee and review all matters connected with the transfer of the Company’s securities;
- Approve issue of the Company’s duplicate share / debenture certificates;
- Consider, resolve and monitor redressal of investors’ / shareholders’ / security holders’ grievances related to transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend etc.;
- Recommend methods to upgrade the standard of services to investors;
- Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading;
- Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable;
- Perform such other functions as may be necessary or appropriate for the performance of its duties.
S. NO. | NAME OF THE DIRECTOR | DESIGNATION IN BOARD | DESIGNATION IN COMMITTEE |
1 | Ms. Sonali Gupta (w.e.f. March 31, 2021) | Additional (Non-Executive Director) | Chairman and Member |
2 | Mr. Hemant Bohra (w.e.f. March 31, 2021) | Additional Director (Independent) | Member |
3 | Mr. Nagendra Nagraj Nallu (w.e.f. March 31, 2021) | Additional Director (Independent) | Member |
NOMINATION AND REMUNERATION COMMITTEE
Terms of Reference
The terms of reference of the Nomination and Remuneration Committee are as under:
- To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal;
- To carry out evaluation of every Director’s performance;
- 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;
- To formulate the criteria for evaluation of Independent Directors and the Board;
- To recommend to the Board whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
- To devise a policy on Board diversity;
- To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria;
- To administer, monitor and formulate detailed terms and conditions of the Employees’ Stock Option Scheme including:
- the quantum of options to be granted under Employees’ Stock Option Scheme per employee and in aggregate;
- the conditions under which option vested in employees may lapse in case of termination of employment for misconduct;
- the exercise period within which the employee should exercise the option, and that the option would lapse on failure to exercise the option within the exercise period;
- the specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;
- the right of an employee to exercise all options vested in him at one time or various points of time within the exercise period;
- the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions, such as rights issues, bonus issues, merger, sale of division and others;
- the granting, vesting and exercising of options in case of employees who are on long leave; and
- the procedure for cashless exercise of options.
- To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable;
- To perform such other functions as may be necessary or appropriate for the performance of its duties.
S. NO. | NAME OF THE DIRECTOR | DESIGNATION IN BOARD | DESIGNATION IN COMMITTEE |
1 | Ms. Sonali Gupta (w.e.f. March 31, 2021) | Additional (Non-Executive Director) | Chairman and Member |
2 | Mr. Hemant Bohra (w.e.f. March 31, 2021) | Additional Director (Independent) | Member |
3 | Mr. Nagendra Nagraj Nallu (w.e.f. March 31, 2021) | Additional Director (Independent) | Member |
RE-COMPOSITION OF INDEPENDENT DIRECTOR COMMITTEE MEMBERS W.E. F. MARCH 31, 2021
S. NO. | NAME OF THE DIRECTOR | DESIGNATION IN BOARD | DESIGNATION IN COMMITTEE |
1 | Mr. Nagendra Nagraj Nallu | Additional Director (Independent) | Chairman and Member |
2 | Mr. Hemant Bohra | Additional Director (Independent) | Member |
INVESTOR GRIEVANCE REDRESSAL COMMITTEE AS ON MARCH 31, 2021.
Prem Somani Financial Services Limited, with a view to cater to the needs of the investors and provide counselling, has set up an Investor Service centre in Jaipur. Investors approach this centre for assistance, support or redressal of their grievances against members of the Exchange.
The complaints
The complaints of investors received are taken up with the Trading Member and the Exchange tries to work out a favourable resolution. However, if the same does not satisfy the aggrieved parties, the complaint is placed before Investors’ Grievances Redressal Committee (IGRC) for resolution.
The Exchange
The Exchange has formed separate IGRCs, to deal with the cases coming within different geographical jurisdiction.
Composition/Members of Committee
S. NO. | NAME OF THE DIRECTOR | DESIGNATION IN BOARD | DESIGNATION IN COMMITTEE |
1 | Ms. Sonali Gupta (w.e.f. March 31, 2021) | Additional (Non-Executive Director) | Chairman and Member |
2 | Mr. Hemant Bohra (w.e.f. March 31, 2021) | Additional Director (Independent) | Member |
3 | Mr. Nagendra Nagraj Nallu (w.e.f. March 31, 2021) | Additional Director (Independent) | Member |
BOARD COMMITTEES
The Board has appointed various committees to assist it in discharging its responsibilities. The Board has adopted charters setting forth the roles and responsibilities of each of the committees as well as qualifications for committee membership, procedures for committee members’ appointment and removal, committee structure and operations and reporting to the Board. The Board may constitute new committees or dissolve any existing committee as it deems necessary for the discharge of its responsibilities.
S. NO. | NAME OF THE DIRECTOR | DESIGNATION IN BOARD | DESIGNATION IN Board |
1 | Mr. Lionel Anthony Velloz
|
Managing Director | Chairman |
2 | Mr. Dinesh Kumar Bohra | Additional Director and CFO | Additional Director and CFO |
3 | Ms. Sonali Gupta | Additional (Non-Executive Director) | Additional Director |
4 | Mr. Hemant Bohra | Additional Director (Independent) | Additional Director |
5 | Mr. Nagendra Nagraj Nallu | Additional Director (Independent) | Additional Director |
6 | Mr. Nawal Kumar Somani
|
Director | Director |
7 | Ms. Ankita Agarwal | Company Secretary and Compliance Officer | Company Secretary |