thirdwave financial intermediaries ltd share price Management discussions

Since the paid up capital of the Company is less than 300 lacs presentation of Corporate Governance Report is not required for the Company.

PUBLIC DEPOSIT

The Company has not accepted any public deposit during the year under review.

KEY MANAGERIAL PERSONNEL

The Company has appointed Shri Samir Chakraborty as Chief Financial Officer in the category of Key Managerial Personnel in terms of the requirements of the Companies Act, 2013. Miss Saloni Sharma has been appointed Company Secretary & Compliance Officer w.e.f

ANNUAL EVALUATION

In compliance with the Companies Act, 2013, the performance evaluation of the Board and that of its committees and individual directors was carried out during the year under review.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING POLICY-SECTION 178(1) AND 178(3)

The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing Industry practice.

The nomination & remuneration committee is responsible for formulating framework and policy for remuneration, terms of employment and criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the Executives.

The Committee also reviews the ongoing appropriateness and relevance of the remuneration policy and ensures that all provisions regarding disclosure of remuneration are fulfilled.

The Committee, along with the Board, reviews on an annual basis, appropriate skills, characteristics and experience required of the Executives for the better management of the Company.

In evaluating the suitability of individual Board members, the Committee takes into account many factors, including general understanding of the Companys business dynamics, global business and social perspective, educational and professional background and personal achievements.

The Company has a credible and transparent framework in determining and accounting for the remuneration of the Managing Director / Whole Time Directors (MD/WTDs), Key Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration are governed by the external competitive environment, track record, potential, individual performance and performance of the company as well as industry standards.

PARTICULRS OF EMPLOYEES

There is no employee whose remuneration exceeds the prescribed limit and hence no disclosure is required

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under the Companies Act 2013, with respect to Directors Responsibility Statement on the basis of the information made available to the Directors, it is hereby confirmed:

i ) That in the preparation of the accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed and that there are no material departures, ii) That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review; iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) th e annual accounts have been prepared on a going concern basis; v) the internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEM

The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded, and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded and reported correctly.

The Internal Audit of the Company is conducted by an Independent Chartered Accountant Firm. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGOINGS

The Company is not engaged in any manufacturing activities, therefore there is no information to submit in respect of conservation of energy and technology absorption. The Company has no foreign exchange earning and outgoing during the year.

DIRECTORS

Mr Vinay Kumar Agarwal retires at the ensuing Annual General Meeting and being eligible offers himself for reappointment and has expressed his willingness to re-appointment.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6):

The independent Director has submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that he meet the criteria of independence as provided in Sub Section (6).

The Independent Director has confirmed and declared that they are not dis-qualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Director fulfils all the conditions specified in the Companies Act, 2013 making him eligible to act as independent Director.

AUDITORS

The term of office of M/s B K Tibrewal & Associates as Statutory Auditors of the Company will expire with the conclusion of forthcoming Annual General Meeting of the company. A resolution proposing appointment of M/s M L Kansal & Co, Chartered Accountants as the Statutory Auditors of the company pursuant to Section 139 of the Companies Act, 2013 forms part of this years Annual General Meeting agenda.