The Company strives to ensure that the best practices of Corporate Governance and disclosure requirements are complied with, while ensuring that creation of wealth for shareholders and protection of interests of stakeholders, clients, suppliers and employees are adhered to with the highest level of integrity, fairness, accountability and transparency.

The OnMobile board consists of Executive and Non-Executive directors. The Non-Executive Directors consist of eminent professionals from Business, Finance and reputed institutions. The Company does not have any nominee Director. As per the articles of association of the Company, the Board can have a maximum of 12 members. Currently the Board has 5 Directors, of which the Chairman of the Board is a Non - Executive Director.

Board Of Directors

The following is the Composition of the Board as on September 30, 2012

Category	No. of Directors	Percentage to total no. Directors
Executive Directors	01	20
Non-Executive Directors	01	20
Independent Directors	03	60
Total	05	100

The audit committee was constituted by the Board at its meeting held on August 31, 2006 “Audit Committee”. The objective of the Audit Committee is to oversee and monitor the financial reporting processes in order to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial information. The Audit Committee currently consists of Naresh Malhotra (Chairman), H.H.Haight and Harit Nagpal.

The terms of reference of the audit committee are as follows:

• Overseeing the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements are true and fair and provide sufficient information
• Recommending to the Board the appointment, re-appointment, and replacement of the statutory auditor and the fixation of audit fee
• Approval of payments to the statutory auditors for any other services rendered by them and assess the independence and objectivity of the auditors and to ensure that the nature and amount of non-audit work does not impair the auditor's independence and objectivity
• Establishing and reviewing the scope of the statutory audit including the observations of the auditors and review of the quarterly, half-yearly and annual financial statements before submission to the Board, 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 2(AA) of S.217 of the Companies Act, 1956, changes in the accounting policies and practices and reasons for the same, significant adjustments made in the financial statements arising out of audit findings
• The appointment, removal and terms of remuneration of the internal auditors, discussion and follow up on any important findings with the internal auditors. In case there is a suspected case of fraud or irregularity, review of the findings of the internal auditors and reporting the matter to the board
• Have post audit discussions with the statutory auditors to ascertain any area of concern
• Regular review of the performance of statutory and internal auditors together with the management
• Establishing the scope and frequency of internal audit, reviewing the findings of the internal auditors and ensuring the adequacy of internal control systems including structure of the internal audit department, frequency of internal audit, staffing and seniority of the official heading the department. Review the functioning of the whistle blower mechanism
• To look into reasons for substantial defaults in the payment to depositors, debenture holders, shareholders and creditors
• To look into the matters pertaining to the Director’s Responsibility Statement with respect to compliance with applicable accounting standards and accounting policies
• Compliance with Stock Exchange listing requirements concerning financial statements
• The Committee shall look into any related party transactions i.e., transactions of the company of material nature and disclose such transactions, with promoters or management, their subsidiaries or relatives etc., that may have potential conflict with the interests of company at large
• Review of management discussion and analysis of financial condition and results of operations, statements of related party transactions submitted by management, management letters/letters of internal control weaknesses issued by the statutory auditors
• To meet periodically as it may deem fit to met its objectives and to have at least four such meetings in a financial year on a quarterly basis
• Obtaining an update on the risk management framework and the manner in which risks are being addressed
• Such other matters as may from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by the Audit Committee

The Audit Committee also specifically reviews the un-audited/audited quarterly financial results of the Company before these are submitted to the Board for approval. Minutes of each Audit Committee meeting are placed before the Board for noting

The powers of the audit committee shall include the power:

• To investigate activity within its terms of reference
• To seek information from any employees
• To obtain outside legal or other professional advice
• To secure attendance of outsiders with relevant expertise, if it considers necessary

We have instituted internal process and systems to ensure that the Audit Committee has access to all the material information, and reviews on a regular basis the following:

• 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 certificates on internal controls and compliance with laws and regulations, including any exceptions to these
• Management letters / letters of internal control weaknesses issued by the statutory auditors
• Internal audit reports relating to internal control weaknesses
• The financial statements, in particular the investments, if any made by the unlisted subsidiary companies

Compensation Committee

The compensation committee was constituted by the Board at its meeting held on August 31, 2006 (“Compensation Committee”). The main purpose of the Compensation Committee is to evaluate and approve the compensation plans, policies and programmes of the executive directors and senior management and to administer various stock option plans of our Company. The Compensation Committee currently consists of Harit Nagpal (Chairman), H.H.Haight and Naresh Malhotra.

The terms of reference of the Compensation Committee include the following:

• Annual review of the salary, bonus and other compensation plans of the CEO, CTO and President of the Company
• Review and approve the salary, bonus and compensation plans for all the executive directors of the Company
• Framing suitable policies and systems to ensure that there is no violation, by an Employee or Company of any applicable laws in India or overseas, including:
  • The Securities and Exchange Board of India (Insider Trading) Regulations, 1992
  • The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities market) Regulations, 1995
• Administer the implementation and award of stock options under the stock option plans of the Company
• Perform such functions as are required to be performed by the Compensation Committee under Clause 5 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
• Recommend to the Board of Directors of the Company on any other employment incentives as the compensation committee deems it appropriate in the best interests of the Company
• Such other matters as may from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee

Share Transfer and Investor Grievance Committee

The Share Transfer and Investor Grievance Committee was constituted by our Board at their meeting held on April 20, 2007. This Committee formed to specifically look into the redressal of shareholder and investor complaints pertaining to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. The Share Transfer and Investor Grievance Committee currently consists of Naresh Malhotra (Chairman), Harit Nagpal and Chandramouli Janakiraman.

The terms of reference of the Share Transfer and Investor Grievance Committee are as follows:

• To approve and register, transfer and/or transmission of all classes of shares
• To look into the redressal of shareholder and investor complaints like non-transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc
• To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers

Code of Conduct

Memorandum & Articles of Association

Prospectus

Please note that the shares of OnMobile Global Limited are subject to trading in compulsory demat form. Hence, if you are holding shares in physical form and wish to sell the shares to a third party through Stock Exchange, please get the shares dematerialized and credited in your demat account. You can then approach your broker for sale of shares held by you in dematerialized form, along with the authorization for debit of your demat account with the number of shares you want to sell. The format for authorizing the debit of your demat account will be supplied by you by the DP at the time of opening of your demat account.
However, in case you are holding shares in physical form and wish to transfer the shares out of market, please execute a transfer deed and send the same along with the share certificate to the registered office of the Company or our Registrars.

Please note the following points before sending the application for transfer of shares –

• The Transfer Deed must have the date of presentation to the specified authority. The Deed should be lodged with the Company/Registrars, within 12 months from the date of presentation or before the date of next book closure, whichever is later. In case the validity of Transfer Deed has expired, please approach the office of the Registrar of Companies for revalidation of transfer deed.
• The transfer deed must be complete and accurate in all respects. All the information asked for must be accurately filled in. In case any information is not applicable, please clearly mention ‘Not Applicable’ in the space provided. Please note that incomplete transfer deeds will not be processed, unless all information is provided.
• The transfer deed must be duly signed by the transferor/s and the transferee and duly witnessed. Please note that the signature of the transferor/s must match with those recorded with the Company. In case of any change in the signature, the new signature must be attested by your bank manager.
• In case the transferor is a Company, the signature of the authorized signatory must match with the specimen signature lodged with the Company. In case there is any change in the signature of the authorized signatory already lodged with the Company, the new signature must be attested by your bank manager. In case the authorized signatory is a person different from the person whose name is registered as such with the Company, a certified copy of the resolution of the Board of Directors of the Company, authorizing the new person to sign the transfer documents on behalf of the Company, must accompany the share transfer form, with the signature duly attested by your banker.
• In case the transferee is a Company, the signature of person signing the transfer deed on behalf of the Company must be supported by a certified copy of the resolution of the Board of Directors, authorizing the person to sign the transfer form, with the signature duly attested by your banker.

The share transfer deed should be adequately stamped. The Stamp Duty for transfer of shares is 25 paise for every Rs. 100 of the market value of your shares.

In such a case there are different circumstances, which may arise depending on the type of holding of the deceased shareholders in the Company. These circumstances, and steps to be taken in all such cases are explained below –

• In case the shares are held jointly, and one of the joint holders has expired, the shares will be transferred in the name of the surviving joint holders, on submission of a request letter duly signed by the surviving joint holders, along with an attested copy of the death certificate of the deceased joint holder. The original share certificate must accompany this letter and death certificate. Suitable changes will be made on the share certificate and returned to the surviving joint holders.
• In case the shares are held in a single name, and the shareholder has expired, the shares can be transmitted in the name of his legal heir on submission of the following documents –
  1. Duly signed application of legal heir/s is on record.
  2. The death certificate of the registered shareholder duly certified / notarized.
  3. Share certificates properly attached.
  4. Probate of the will or Succession certificate, or Letter of Administration.
  5. No objection certificates, if necessary from legal heirs other than the applicant.
• Where, however, there is a registered nomination for the deceased shareholder’s folio, the shares are transmitted to that of the Nominee, on receipt of documents properly evidencing the death of the existing shareholder, without going through the aforesaid process.
• Where the certificates in respect of the shares to be transmitted are lost/misplaced/destroyed, you will also need to execute the necessary indemnities, which are given as Annexure A, and submit the same along with the documents mentioned in (ii) a-e (except c) above.

Please note that if the deceased shareholder was holding shares in dematerialized form, all the aforesaid details are to be given to the depository participant (DP) with whom the deceased shareholder maintained his demat account. Please check with the DP for further details.

In case you have lost/misplaced your share certificate, the Company will issue a duplicate share certificate on submission of the following documents duly executed all the shareholders –

• A formal application for issuing duplicate share certificate, duly signed by all the shareholder/(s).
• An attested copy of the FIR filed with the police station
• An indemnity bond, as per format given in Annexure B
• An affidavit, as per format given in Annexure B
• Surety, as per format given in Annexure B
• Original cutting of public notice (as per format given in Annexure B published by the shareholder in the newspaper circulating in Bangalore.

The application along the documents submitted will be placed before the next Board Meeting for approval by the Board of Directors. After getting the approval, the duplicate share certificates will be issued.The shares in respect of the lost share certificates will not be credited directly to your demat account. You will have to make an application to the Depository Participant with whom you have a demat account, together with the share certificate.

For issue of duplicate share certificate against torn/mutilated/destroyed share certificate, you will need to make a formal application to the Company on plain paper, with a request to issue duplicate share certificate and submit the same to the Company along with the torn/mutilated/destroyed share certificate.

In case you are holding shares with one or more persons jointly, and you want to delete the name of one or more of the joint holder(s) on account of his/her death, please make an application to the Company on plain paper, duly signed by all the surviving holders. The application must be accompanied by an attested copy of the death certificate of the deceased joint holder(s) and the relevant share certificate. The name of the deceased joint holder will be deleted and the share certificate will be returned to you.
In case you want to delete the name of the joint holder(s), other than in case of his/her death, you will need to follow the procedure for transfer of shares in physical form, with the names of existing joint holders as transferors and the names of the proposed holders as the transferees. All the applicable formalities for transfer of shares will have to be complied in this case.

Please note that not more than three persons can hold shares jointly at any time. If you want to add one or more (maximum 2) persons as joint holders of the shares, you will need to follow the procedure for transfer of shares, with the name of the existing holder(s) as transferors and the names of all the proposed joint holder(s) as transferees. All the applicable formalities for transfer of shares will have to be complied in this case.

The process of changing the order of the joint holding is called transposition of holdings. For this purpose, you will need to follow the procedure for transfer of shares, with the names of joint holders in the existing order, as transferors and the names of the joint holders in the desired order, as transferee. All the applicable formalities for transfer of shares will have to be complied in this case.

If want to consolidate all your shares held by you in different folios in the Company into any one folio, you will need to follow the procedure for transfer of shares. In this case, transfer will have to be done separately for each different folio. In such transfer, the transferee folio no. in which the consolidation has to be done, has to be entered in the space provided for this purpose in the transfer form. The names of the shareholders in the transferor folio will have to be entered in the space provided for transferor folio and the names of the shareholders in the transferee folio will have to be put in the space provided for transferee. All the other formalities for transfer of shares will have to be complied in this case.

If you wish to stop transfer of shares certificates, which have been lost, please make an application to the Company/Registrars on plain paper, duly signed by all the registered holders, with or without a copy of an FIR lodged with the police. If you submit this letter without FIR copy, a temporary stop transfer request will be registered on your folio. You will need to submit a copy of the FIR lodged the police for loss of share certificates within 21 days of submission of this letter, failing which the stop transfer request will be removed by the Registrars. If your letter for stop transfer is registered with a copy of the FIR lodged with the police, a permanent stop transfer will be registered against your folio. This stop transfer will remain in force till you apply to the Company/Registrars for removal of the stop transfer.

If you are holding shares in physical form, please send an application, duly signed by all the registered holders, to the Company/Registrars, stating the new address which has to be incorporated in the records. The application has to be accompanied with certified copies of any two of the following documents containing the new address –

• Ration Card
• Electricity Bill
• Telephone Bill
• Passport
• Driving Licence
• PAN Card
• Voters Identity Card
• Rent Receipt
• Certificate from your housing society, confirming your new address

Please note that if you are holding shares in dematerialized form, all the aforesaid details are to be given to the depository participant (DP) with whom you maintain your demat account. Please check with your DP for further details.

If you are an individual and holding shares in physical form, please make an application to the Company, duly signed by you, in the form as given in Annexure D, duly notarized on a Rs. 20/- Stamp Paper, along with the following documents –

• Your new signature, attested by your bankers
• Certified copy of any document (PAN Card, Driving License Passport etc) containing your new signature

If you are a Corporate holding shares in physical form, your request for change of authorized signatory must be accompanied by a copy of the board resolution authorising the new person(s), duly certified by your Director/Company Secretary. In addition to the above, the signature of the new person may also be attested by your Bankers, as an added precaution. In case you are an individual or a corporate holding shares in dematerialized form, you need to submit your request for change of signature to your depository participant, along with the necessary documents as may be required by your depository participant. Please check with your DP for further details.

In case you want to nominate any person as a nominee for the shares held by you in the Company, please make an application in the prescribed form given in Annexure G, duly signed by all the registered holders. The nomination will be registered and intimation will be sent to you at your registered address, confirming the nomination.In case you want to nominate any person as a nominee for the shares held by you in the Company, please make an application in the prescribed form given in Annexure G, duly signed by all the registered holders. The nomination will be registered and intimation will be sent to you at your registered address, confirming the nomination. Please note that if you are holding shares in dematerialized form, all the aforesaid details are to be given to the depository participant (DP) with whom you maintain your demat account. Please check with your DP for further details.

If you want to dematerialize the shares held by you in physical form, you will have to follow the following procedure –

• In case you do not have a demat account, you will have to open a demat account with a depository participant (DP) of your choice. Please note that the demat account must be in the same name(s) as are mentioned in the share certificate. In case of any difference in the names, the application for demat of shares is liable to get rejected.
• Once you have opened a demat account, or if you have already opened a demat account, please approach your DP and fill in the Demat Request Form (DRF) and submit the same to the DP, duly signed by the registered holders, along with the original share certificates.
• If you feel that your signature on the DRF will not match with the signature registered with the Company, please submit all the relevant documents for signature verification.
• The DP will send the application form along with the share certificate to our Registrars, who will process the application and arrange to credit the shares to your demat account, if the application form is in order. This process takes a maximum of 21 days from the date of receipt of DRF by our Registrars.

The procedure for conversion of shares held in demat form to physical form is called rematerialization. For this purpose, you will have to submit a Remat Request Form (RRF) to your Depository Participant (DP) along with the relevant documents, which may be required by the DP. The RRF will be sent by the DP to our Registrars, who will process the application and issue share certificates, in case the application form is in order. This process takes a maximum of 21 days from the date of receipt of the RRF by our Registrars.

If you want to delegate some of the powers in respect of your shares to some other person, please execute a Power of Attorney (POA) in consultation with your advocate, delegating the rights to a person whose name is mentioned in the POA. Please lodge the duly notarized POA with the Company. You POA will be registered and an intimation will be sent to you confirming the registration of the POA.
If you want to revoke a POA already registered with us, please send an application duly signed by all the registered holders. Our registrars will update their records for POA revocation and an intimation will be sent to you confirming the noting of revocation of the POA.