REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE
Corporate Governance is a set of systems and practices ensuring commitment to values, compliance of statutory regulations, political and economic environments, ethical conduct of business, accountability, transparency, voluntary practices, disclosures and acceptance by management of the inalienable rights of shareholders as the true owners of the Company. It involves relationships between the management, the Board of directors and all its stakeholders.
Good Corporate Governance is ensured by taking fair and ethical business decisions and also conducting business taking into account the stakeholders’ interests. Corporate Governance is the key to the integrity of corporations, financial institutions and markets.
1. Corporate Governance at CFHL
The Company appreciates, understands, respects, accepts and follows the concept of good corporate governance including transparency, accountability, integrity, ethics and control. The Company’s corporate governance philosophy encompasses enhancement of value for all stakeholders too.
The Company’s Board follows ethical standards of Corporate Governance and adheres to the norms and disclosure requirements mentioned under clause 49 of the listing agreements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable and looks at corporate governance as a part of its business.
The Company has been adhering to the policy over the years and has a strong commitment to the principles that underlie the effective Corporate Governance. The Company’s Board oversees how the management serves and protects the long-term interests of the stakeholders. Over the past 28 years, the Company has put in place the best practices for the timely, adequate, explicit and accurate disclosure of information on Company’s financials, performance, governance and other related matters.
Your Company has been responsive to its stakeholders and striving to provide equal, timely and cost efficient access to relevant information to all with whom it has business relations. Your Company has built confidence amongst the stakeholders all these years by adherence to the standards and principles of corporate governance, compliance with statutory and regulatory directions/guidelines, and by its determination to achieve higher levels of excellence in the areas of meeting stakeholder expectations, customer satisfaction, employee welfare and its obligations towards the society.
Your Company strives to achieve the objectives of the principles to protect and facilitate the exercise of the rights of its shareholders like right to be informed of the changes, effective participation & vote in general meetings, adequate mechanism to address the grievances of the shareholders, etc., and provide timely and adequate information to shareholders, equitable treatment, etc. Your Company respects the rights of its stakeholders and encourages co-operation. Your Company ensures timely and accurate disclosure of all material matters including financial situation, performance, governance etc.
The directors are pleased to present below a report on the Corporate Governance practices followed in CFHL.
2. Board of Directors
As per the Board Diversity Policy of the Company, the Company shall aim to enhance the effectiveness of the Board by diversifying its composition and to obtain the benefit out of such diversity in better and improved decision making. In order to ensure that the Company’s boardroom has appropriate balance of skills, experience and diversity of perspectives that are imperative for the execution of its business strategy, the Company shall consider a number of factors, including but not limited to skills, educational qualification, industry experience, expertise, background, gender, ethnicity and physical disability. In order to ensure a balanced composition of executive, non-executive and independent directors on the Board, the Company shall consider candidates from a wide variety of backgrounds, without discrimination and based on the above factors. The Board Diversity Policy forms part of the Nomination and Remuneration Policy of the Company, which is available on the website of the company (http:\\www. canfinhomes.com\aboutus\corporate governance documents) (path).
The Directors of your Company are persons of integrity and bring to the Board a wide range of knowledge, experience, diversity of thought and skills. The Directors are professionals and persons of eminence with vast experience in the fields of banking, housing finance, audit, management, law and other relevant areas.
The Board effectively carries out its responsibilities like providing strategic guidance to the Company, code of conduct for the executives, disclosure of information like their concerns and interests, adherence to the Code of Conduct etc. and the Board applies high ethical standards and acts with due diligence, care and in the best interest of the Company and its stakeholders.
The Board fulfils its key functions like reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance and overseeing major capital expenditures, etc. The Board also monitors and reviews the effectiveness of the Companies governance practices, succession plan, ensuring integrity of the Company’s accounting and financial reporting systems, independent audits, systems of risk management, financial and operational control, compliance with the law and relevant standards and such other responsibilities as expected by the regulatory authorities.
The Board consists of seven members. The Chairman of the Board is an Independent non-executive Chairman. Shri C. Ilango, Managing
Director (Promoter and executive Director) resigned w.e.f. May 18, 2016(after office hours) and Shri Sarada Kumar Hota who was an additional & Whole-time Director upto May 18, 2016, has been appointed as the Managing Director of the Company w.e.f. May 19, 2016. Two Directors viz. Shri S.A. Kadur and Smt. P V Bharathi are Promoter non-executive Directors and Shri P.B. Santhanakrishnan and Shri T. V. Rao are Independent non-executive Directors on the Board.
The composition of the Board is as specified in Regulation 17(1) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and also as required under chapter XI of the companies Act, 2013.
The Non-Executive Directors are eligible to get sitting fees for attending the meetings of the Board and Committees, well within the limits prescribed under the Companies Act, 2013. The quantum of fee has been approved by the Board of Directors.
None of the Board of Directors are related inter-se. However, Shri C. Ilango, Shri S.A. Kadur, Smt.P V Bharati are General Managers in Canara Bank, the promoter of the Company and Shri Sarada Kumar Hota is a Dy.General Manager in Canara Bank.
(b) Attendance of each Director etc.
The Board of Directors of your Company met 6 times during the year FY 15-16 and the meeting were held within the prescribed periodicity. The details of the Board of Directors in terms of their attendance, number of meetings attended/held during the financial year ended March 31, 2016, sitting fee paid, their attendance at the AGM are as under:
d) Number of meetings of Board of Directors
The meetings of the Board are normally held at the Registered Office of the Company in Bengaluru. The meetings are scheduled well in advance and the dates of subsequent meeting(s) are decided at the on-going meeting(s) of the Board. A notice in advance for each of such meetings is given in writing to the Directors as required under Secretarial Standards.
The Board meets at least once a quarter to review the quarterly performance and financial results of the Company. Apart from the scheduled Board Meetings, additional Board Meetings are also convened to address the specific exigencies of the Company. The Company Secretary, in consultation with the Chairman and the Managing Director, prepares a detailed agenda for the meetings. The members of the Board are also free to recommend inclusion of any matter in the agenda for discussion.
The Board is provided with the relevant information in terms of regulation 17(7) read with Schedule II attached to the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 and has access to all information of the Company. The agenda, Board notes, including explanatory notes are circulated to all the directors well in advance.
Depending upon the need, executives of the Company and senior management are invited to the meetings of the Board to provide additional inputs/clarifications on the subject being discussed by the Board.
The minutes of each Board meeting is recorded in the Minutes Book and tabled at the next meeting of the Board for confirmation. The decisions taken on each of the agenda at the Board meetings are promptly communicated to the concerned departments. The Action Taken Report (ATR) on the decisions/minutes of the previous meeting is placed at the succeeding meeting of the Board for a review/noting. A similar procedure is followed for each meeting of the Board committees.
The Board of Directors of your Company met 6 times during the year FY 15-16 - May 04, 2015, June 02, 2015, July 21, 2015, October 20, 2015, January 22, 2016 and February 05, 2016. The Board met on April 28, 2016 to approve the annual audited financial results of the Company for the year ended March 31, 2016.
The maximum interval between any two meetings did not exceed 120 days, as prescribed under Companies Act 2013 and Regulation. 17 of SEBI (LODR) Regulations, 2015.
(e) Independent Directors
Independent Directors play a key role in the decision-making process of the Board. They are committed to act in what they believe, are in the best interests of the Company and oversee the performance of the management periodically. The Company and its Board benefit immensely from the in-depth knowledge, experience and expertise of its Independent Directors in achieving its desired level of business performance and good corporate governance.
None of the Independent Directors are promoters of the Company or its holding, subsidiary or associate company nor are they related to each other. None of the Independent Directors are related to promoters of the Company or others referred to above. The Independent Directors, apart from receiving the sitting fee, had no material pecuniary relationship with the Company/ associates/ promoters/directors during the two immediately preceding financial years/the current financial year. They are independent of management and free from any business or pecuniary relationship or transaction with the Company or associates or Directors or such other relationships which could materially interfere with the exercise of their independent judgement.
Declaration by the Independent Directors:
The Independent Directors have given a declaration to the Company confirming adherence to the code of conduct/criteria of independence, directorships etc. as required under the Regulation 25 & 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also the provision u/s 149(6) of Companies Act, 2013 (the Act) and related rules and Schedule IV of the said Act.
The Company has issued formal letters of appointment to the Independent Directors and the terms and conditions of appointment have been disclosed on the website of the Company. The Company has in place the evaluation criteria for performance evaluation of Independent Directors wherein their preparation, deliberations, effective participation, skills and knowledge to discharge their duties as Independent Director, etc. are rated by all the Directors (excluding the Director being evaluated).
Review of Performance:
The Independent Directors at their meeting held during the year have reviewed the performance of the Board as a whole, the Committees, the Managing Director, the non-independent directors and the Chairperson.
The Independent Directors also discussed about the support extended by the Management team on matters like adequacy of information at the time of induction and on on-going basis, effective use of outside advisers, sufficient contact with Board Secretariat/management team and receipt of information, timely information in advance of the meetings, coverage of information presented to the Board like risks, market trends, dynamics in which the Company operates etc., increase in the number of meetings of the Board and Committees on need basis, which has helped the Board and the Board Committees to function effectively.
(f) Appointment / Re-appointment / resignations etc. of Directors
(i) Re-appointment of Shri C. Ilango as Managing Director:
The Board of directors on the recommendations of the Nomination and Remuneration Committee, at their meeting held on April 28, 2016 had re-appointed Shri C. Ilango, Managing Director for a further period with effect from April 28, 2016 upto 29th Annual General Meeting of the Company or until further information as proposed by Canara Bank, subject to the approval of the members at the 29th Annual General Meeting and subject to approval from the competent authority(ies).
However, consequent to repatriation of Shri C. Ilango, Managing Director, to the parent Bank, Shri C. Ilango submitted his resignation as a Director and Managing Director on May 18, 2016 (after office hours) and the same was noted by the Board at its meeting held on May 18, 2016.
The subject relating to re-appointment of Shri C. Ilango, Managing Director, along with the required explanatory statement and the resolution are included in the notice convening the ensuing Annual General Meeting for ratification of appointment by the members from April 28, 2016 to May 18, 2016 and of all the acts, deeds and things done by Shri C. Ilango during his tenure as the Managing Director.
(ii) Appointment of Shri Sarada Kumar Hota as a Director and the Whole-time Director w.e.f. April 28, 2016 and MD w.e.f. May 19, 2016
The Board of Directors at their meeting held on April 28, 2016 appointed Shri Sarada Kumar Hota (S K Hota), Deputy General Manager, Canara Bank, as an Additional Director and Wholetime Director on the Board of the Company w.e.f. April 28, 2016 in terms of Section 149(1) and all other applicable provisions of Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. The above appointment was as per the recommendation of the Nomination and Remuneration Committee of Directors of the Company.
Shri Sarada Kumar Hota (S K Hota), a Post-Graduate Degree holder in Agricultural Science, is a senior banker with over 25 years of commercial banking experience having served across the country.
Prior to his posting to the Company he was the Deputy General Manager and Circle head of Nagpur and Jaipur Circles of Canara Bank for 3 years followed by a brief stint at the Recovery Wing of the Bank at Head Office. Apart from his expertise in retail operations, he also carries with him the experience of working in the areas of Human Resources, Strategic Business Planning and Profit Planning at the Head Office of the Bank in Bengaluru. Shri S K Hota does not hold Directorships in any other Companies. Consequent to the resignation of Shri C. Ilango, Managing Director on his repatriation to Canara Bank w.e.f. May 18, 2016 (after office hours), on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 18, 2016, appointed Shri Sarada Kumar Hota,Whole-time Director as the Managing Director of the Company w.e.f. May 19,2016.
Shri S K Hota has filed his consent with the Company pursuant to Section 152 and all other applicable provisions, if any, of the Companies Act, 2013, for being appointed as a Director and a Whole-time Director/Managing Director and a declaration that he is not disqualified to become a director under the Act. Shri S K Hota has intimated the Company that he is not holding any shares or taken any loan(s) from the Company.
Your Company has received a notice in writing from a shareholder under Section 160 and all other applicable provisions, if any, of the Companies Act, 2013, proposing the appointment of Shri S K Hota as a Director and Managing Director of the Company. Further particulars relating to Shri S K Hota are provided in the explanatory statement on the related agenda, forming part of the notice of the ensuing Annual General Meeting.
Pursuant to the provisions of Section 161 and all other applicable provisions, if any, of Companies Act, 2013 and Article 22 of the Articles of Association of the Company, Shri S K Hota, Additional Director, holds office as such only up to the date of the ensuing Annual General Meeting.
The subject of the appointment of Shri S K Hota along with the required explanatory statement and the resolutions are included in the notice convening the ensuing Annual General Meeting. The appointment of the above Director is in the best interests of the Company.
(iii) Appointment of Smt. Bharati Rao as an additonal Director and an Independent Director
The Board of Directors at their meeting held on April 28, 2016 had appointed Smt.Bharati Rao, former Deputy Manging Director of State Bank of India, on the Board of the Company with effect from April 28, 2016 as an additional director and as an Independent Director pursuant to Section 161 and 149(1) and all other applicable provisions of Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. However, Smt. Bharati Rao resigned from the Board of the Company as an additional Director (Independent) w.e.f May 18, 2016 due to personal reasons and the same was noted by the Board at its meeting held on May 18,2016.
(iv) Re-appointment of the director(s) liable to retire by rotation
In terms of the provisions of Section 152(6) of the Act, not less than 2/3rd of the Non-Executive Directors of the Company shall be persons whose period of office is liable to retire by rotation and 1/3rd of such Directors shall retire from office at every Annual General Meeting and, if eligible, may seek re-appointment at the Annual General Meeting. In terms of Section 152(6) of the Companies Act, 2013, read with explanation to the said subsection the Independent Directors appointed as such under the Companies Act, 2013, shall not be included for `total number of directors’ w.e.f. April 01, 2014.
Pursuant to the applicable provisions of the Companies Act, 2013, Shri S.A. Kadur, Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Shri S A Kadur, is a B.E. (Mechanical Engineering), started his career as a Technical Field Officer in Canara Bank in February 1984. During his service in the bank over a period of 32 years, he has served in different branches of the Bank, including Prime Corporate Branch at Pune and Chennai, Mumbai City Circle Office, Corporate Merchant Banking Division, Mumbai and Risk Management Wing at the Head Office. He is presently working as the General Manager, Corporate Credit Wing, Head Office, Bengaluru.
Shri S.A. Kadur does not hold Directorships in any other Companies and has intimated the Company that he is not holding any shares or taken any loan(s) from the Company.
Your Directors recommend the re-appointment of Shri S.A. Kadur, as a Director of the Company. The related resolution on the subject is included in the notice convening the ensuing Annual General Meeting and related particulars as required under SEBI Regulations are provided in the explanatory statement.
The Board reviews the legal compliance reports on a quarterly basis to ensure statutory/regulatory compliances and also the steps taken for rectifying the instances of non-compliances, if any.
The Board mainly oversees the Company’s strategic direction, annual operating plans and budgets, capital budgets, financial results, minutes of the meetings of the committees, materially important notices, if any, compliance of regulatory and statutory requirements, performance review, assessment of the adequacy of risk-management and possible steps for mitigation of risks, monitoring strategic investments and safeguarding the interests of all stakeholders.
The Board provides the management with guidance and strategic direction on behalf of the shareholders, in optimising long-term value. The Board discharges the duties and responsibilities as required under the various statutes as are applicable to the Company viz., the Companies Act, 1956/2013, Directions/ Guidelines/Regulations issued by the Securities Exchange Board of India (SEBI), National Housing Bank (NHB) and various Statutory and Regulatory Authorities, Listing Agreements, including reporting and disclosures to be made to the shareholders.
The Board has empowered responsible persons to implement its broad policies and guidelines including the succession plan for senior management and has set up adequate review mechanisms and processes.
The Nomination & Remuneration Policy, Related Party Transaction Policy, Code of Fair disclosure, Familiarisation policy, Corporate Governance Policy, Whistle blower policy, Code of conduct for Directors/ Independent Directors, policy on Disclosure of material events,policy on prohibition of Insider Trading etc are displayed on the Company’s official website.
The Company has in place a system of conducting the familiarisation programme for Independent Directors, as per which the Independent Directors were familiarised with their roles, rights, responsibilities, nature and the business model of the Company, etc. and the said policy is placed on the website of the Company at http://www.canfinhomes.com. A Familiarisation Programme was held on October 20, 2015 on the subjects ‘Housing Finance Industry vis-à- vis scope for Can Fin Homes, Business model, etc.’ by Shri K.N.Prithviraj, Chairman & Shri C. Ilango, Managing Director and ‘An insight into profit parameters & Asset quality in Housing Finance Institutions vis-à- vis CFHL’ - a presentation given by executives of the Company. Both these Programmes were attended by all the Directors of the Company. In the Familiarisation Programme held on January 22, 2016 on the subject ‘General information on ESOP and such other performance linked employee benefit schemes’ conducted by Shri Cherian, CEO, Key Note – ESOP, was attended by all the Directors of the Company. In another Programme held on March 18, 2016 on the ‘Roles and Responsibilities of directors under SEBI(LODR), requirements and importance of Board Evaluation process, meeting of Independent Directors and other related matters, under Companies Act 2013’ conducted by M/s. J Sundharesan & Associates, was also attended by all the Directors of the Company. The details of the familiarisation programmes conducted during the FY 15-16 is also made available on the website of the Company.
(h) Code of Conduct
The Company has framed and adopted a Code of Conduct for its Directors and senior management, duly approved by the Board. For the year under review, all the Directors and senior management have affirmed compliance with the provisions of the said Code. Adeclaration from the Managing Director/CEO of the Company in terms of Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure requirements) Regulation, 2015 is placed as an annexure to the Report of Directors. The above annual affirmations were placed before the Board for information. In terms of the Code of Conduct of Independent Directors as per Schedule IV of the Companies Act, 2013 w.e.f. April 01, 2014, the Board has adopted the said Code and all the Independent Directors have affirmed that they abide by the said Code. The Code of Conduct of Board of Directors, Independent Directors and Senior Managers are uploaded in the Company’s official website.
(i) Committees of the Board
The Board has constituted six Committees as of date viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Management Committee. In order to have a more focussed attention, the Board has delegated certain matters to the committees constituted by the Board with an outlined role, responsibility and with appropriate authority. The minutes of the meetings of all the committees are placed in the next meeting of the respective Committee for confirmation and placed before the subsequent meeting of the Board for noting/information.
3. Audit Committee (AC)
The qualified and independent audit committee of the Board has been exercising its powers and responsibilities judiciously. The Committee has three experienced and learned members and two members including the Chairman of the Committee are Independent Directors.
(a) Brief description of terms of reference
The terms of reference of the committee inter-alia include the oversight of the Company’s financial reporting process and the disclosure of the financial information to ensure that the financial statements are correct, sufficient and credible, recommendation for appointment, remuneration and terms of appointment/reappointment/ removal of statutory/external/internal auditors of the Company and the payments to the auditors for their services, review with the management, the quarterly and the annual financial statements and limited review/auditor reports thereon, including report on adequacy of Internal Financial Control. In particular the matters required to be included in the Director’s Responsibility Statement, changes in the accounting policies, if any, and reasons for the same, major accounting entries/ significant adjustments, if any, compliances with statutory regulatory/listing agreement requirements, review & disclosure of related party transactions etc. review of management discussion & analysis report and submission of the annual financial statements with recommendations for approval by the Board.
The Audit Committee also reviews with the management, the statement of uses/application of funds raised (Rights Issue) to ensure that the funds are utilised for the purpose stated in the Letter of Offer. The committee also monitors the auditor’s independence and performance and effectiveness of audit process, approval of related party transactions and subsequent modifications, if any, scrutiny of inter-corporate loans and investments, valuations, if any, evaluation of internal financial controls and risk management policies and systems, position of asset-liability management, monitoring the end use of funds raised and other such related matters to be included in the Directors’ Responsibility Statement, etc.
The Committee also reviews the adequacy of the internal control systems, internal audit function, structure of the internal audit department, seniority of the official heading the department, staffing, reporting structure and process, audit coverage and frequency of internal audits and on matters including KYC, internal controls, internal investigations, if any, by internal auditors on any specific matters relating to suspected fraud or irregularity or failure of internal control systems of material nature and report the same to the Board.
The Committee also holds pre and post-audit discussion with the statutory auditors about the nature and scope of audit and audit observations/areas of concern/reasons for defaults, if any. In addition, the committee annually reviews the performance of the internal and statutory auditors, their appointment/removal/ terms of remuneration, the functioning of the Whistle Blower mechanism, management discussions and analysis of financial conditions and results of operations, statement of the significant related party transactions as submitted by management, reports on internal control weaknesses, if any.
It is the prerogative of the Committee to invite executives and auditors of the Company to be present at the meetings to provide additional inputs/clarifications on the subject being discussed by the Committee.
(b) Composition of the Audit Committee and other details:
During the year the Audit Committee met 6 times - on May 04, 2015, June 01, 2015, July 21, 2015, October 20, 2015, January 21, 2016 and January 22, 2016. The maximum interval between any two meetings did not exceed 120 days as prescribed under Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulation, 2015. The particulars of members of the Committee, number of meetings attended/held during the tenure of a particular director, attendance of the members at the meetings and the sitting fee paid are mentioned hereunder
The Chairman of the committee was present at the 28th Annual General Meeting of the Company to answer shareholder queries.
The Company Secretary is the Secretary to the Audit Committee.
4. Nomination and Remuneration Committee (NRC)
(a) Brief description of terms of reference:
The Nomination and Remuneration Committee constituted by the Board comprise three Non-Executive directors and two of the members, including the Chairman, are Independent Directors. The Board has authorised the Committee with clear roles and responsibilities in terms of the provisions of the Act and rules made there under and also with those set out in the listing agreement SEBI (LODR) Regulations 2015. The Nomination and Remuneration policy of the Company, duly approved by the Board, covers the criteria for determining qualifications, positive attributes and independence of a Director, evaluation of Independent Directors and the Board, authorisation to identify persons who are qualified to become Directors, senior management, recommending to the Board their appointment/removal, and also the remuneration policy. The Nomination and Remuneration Policy of the Company is available on the website of the Company (http://www.canfinhomes.com/aboutus/disclosure)
Nomination policy, among other things, includes:
i) Laying down the criteria which shall form the basis for enabling the Nomination and Remuneration committee to identify persons who are qualified to become Directors of the Company, including Board Diversity.
ii) Laying down the criteria which shall form the basis for enabling the Nomination and Remuneration committee to identify persons who may be appointed in Senior Management of the Company.
iii) Formulation of criteria for determining qualifications, positive attributes and independence of a Director.
iv) Evaluation of every Director’s performance by Nomination and Remuneration committee.
The Remuneration policy, among other things, covers:
i) Remuneration for the Directors, Key Managerial Personnel and other employees of the Company.
ii) The Remuneration to the employees of CFHL including the Senior Management Personnel (SMP) in the form of incentives, performance-based incentives, by any name like cash incentive, employee stock option scheme, ex-gratia, etc. which are variable in nature, subject to statutory guidelines and staff Regulations/ HR policies approved by the Board.
(b) Composition of the Nomination and Remuneration Committee and other details:
During the year, the Nomination and Remuneration Committee met 2 times on June 01, 2015 and October 13, 2015. The particulars of the members of the Committee, number of meetings attended by them/held during their tenure of membership and the sitting fee paid are mentioned hereunder:
(c) Performance evaluation criteria for independent directors:
The criteria for performance evaluation cover the areas relevant to the functioning as Independent Directors such as preparation, participation, conduct and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation the Directors who are subject to evaluation had not participated.
The Company Secretary is the Secretary to the Nomination and Remuneration Committee.
5. Remuneration of Directors
For the financial year ended March 31, 2016, except for the Managing Director there were no other executive directors on the Board of the Company. The remuneration paid to the Managing Director was as approved by the members at the Annual General Meeting of the Company held in 2011 and the same was as per the Staff Service Regulations of Canara Bank as amended from time to time. The non-executive directors are eligible to receive only sitting fee for attending the meetings and reimbursement of any out-of pocket expenses towards Boarding and lodging and transport/ conveyance etc. incurred, if any, for attending the meeting (s).
Disclosures with respect to remuneration of Directors (In terms of Schedule V of SEBI (LODR) Regulations, 2015):
(i) All elements of remuneration package of individual directors are summarised under major groups, such as salary, benefits, bonuses, stock options, pension etc.:
For remuneration particulars of the Managing Director please refer page 66 of Extract of Annual Report in Form MGT – 9 attached to the Report of Directors.
(ii) Details of fixed component and performance linked incentives, alongwith the performance criteria: For remuneration particulars of the Managing Director please refer page 66 of Extract of Annual Report in Form MGT – 9 attached to the Report of Directors
(iii) Service contracts, notice period, severance fee: Not applicable.
(iv) Stock option details, if any, and whether issued at a discount as well as the period over which accrued and over which exercisable: Not applicable.
6. Stakeholders’ Relationship Committee (SRC)
(a) Brief description of terms of reference
The terms of reference of the committee inter alia include review mechanism adopted by the Company for redressing the shareholders complaints and review of the status of complaints of the stakeholders, if any.
This Committee reviews/approves processes, standard operating procedures and initiatives undertaken by the Company relating to investor service, compliances with requirements related to listing agreements, SEBI (LODR) Regulation, 2015 and Corporate
Governance, shareholding pattern, periodical transfers/transmissions of shares, de-materialisation and re-materialisation of shares, issue of duplicate certificates of the securities issued by the Company, review of the status of redressal of complaints, if any, lodged with authorities including SEBI, Registrar of Companies, etc. by the shareholders, compliance with the applicable provisions of the Companies Act, 2013 and various other statutes.
(b) Composition of the Stakeholders’ Relationship Committee and other details:
During the year, the Stakeholders’ Relationship Committee met 4 times, viz. May 04, 2015, July 21, 2015, October 13, 2015 and January 21, 2016. The particulars of members of the Committee, number of meetings attended/held during the tenure of a particular director, attendance of the members at the meetings and the sitting fee paid are mentioned hereunder:
The Company Secretary is the Secretary to the Committee.
The name and designation of the Compliance Officer is provided in the section ‘General Information to shareholders’, forming part of this report.
The Board informs that there was one complaint pending as at the beginning of the financial year and during the year 3 complaints were received and all the complaints stand resolved as at the end of the financial year ended March 31, 2016 (SEBI SCORES).
7. Corporate Social Responsibility Committee
During the year, the Corporate Social Responsibility (CSR) Committee met 2 times on October 13, 2015 and January 21, 2016
The Company Secretary is the Secretary to the Committee. The Company has been extending support for social causes like providing infrastructure to government middle/higher primary schools, etc.
Other information relating to the particulars on spending in terms of the Corporate Social Responsibility Policy and reasons for not spending / carrying forward the balance amount, if any, during the current year are disclosed in a separate report annexed to the Report of Directors, forming part of this Annual Report.
8. Risk Management Committee (RMC)
The Risk Management Committee comprise three members - two Directors and a senior management executive. The Risk Management
Policy defines the role and responsibilities of the Committee and delegation of appropriate authority. The terms of reference to the Committee include overall responsibility to monitor and manage enterprise-wide risk i.e., overall risk in the Company. The Committee shall approve and monitor the overall risk management framework for management of credit risk, market risk, operational risk, asset liability management, compliance risk, etc. The Committee will also review all the policies of the Company and risk profile of the Company at periodical intervals. Thereafter, the same will be recommended to the Board for review/approval.
The Committee meets at periodical intervals and reviews the key risks associated with the business of the Company, causes and efficacy of the measures taken to mitigate the same. The Committee also reviews the risk profile of the Company on a quarterly basis and apprises the Board of Directors about the key risks associated with the business of the Company, its risk profile, overall risk rating and steps taken to mitigate the same.
Further, the Audit Committee and the Board of Directors review the key risks associated with the business of the Company, the procedures in place to assess the risks and the mitigation mechanisms.
9. Management Committee (MC)
The Management Committee of the Board considers the proposals for sanction of loans to individuals/ builders, rates of interest on such loans, terms and conditions for sanction and certain other financial sanctions, related assignments in terms of the powers delegated to the Committee by the Board.
The Company Secretary is the Secretary to the Management Committee.
The Audit Committee, the Nomination & Remuneration Committee, the Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee are chaired by Independent Directors.
The Independent Directors are not paid any fee/remuneration apart from the sitting fee paid for attending the meetings.
Depending upon the need, the Committees invite the Senior Management Personnel/ Functional Heads, Statutory Auditors/Branch
Auditors of the Company, Tax Consultant, Internal Auditors and such other professionals with relevant expertise, to attend the meetings and provide clarifications on certain specific issues, if any.
The dates of meetings of the above Committees are decided in consultation with the Chairperson of the respective Committees and intimated to its members in advance. The agenda papers are prepared in advance and circulated among the members of the Committees
(a) Materially significant related party transactions
The Company has a policy in place on the Related Party Transactions. The policy defines clearly the transactions which require approval from Audit Committee, the Board of Directors and members at the Annual General Meeting, provision for prior approval, periodical review, omnibus approval, transactions in the ordinary course of business or otherwise, transactions within arm’s length basis or otherwise, materiality of the transactions as defined under clause 49 of the listing agreement/ Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as applicable, and threshold limits as defined and in conformity with the provisions of the Companies Act, 2013, the related rules and the requirements under said clauses/ regulations, as amended from time to time.
The Company has been entering into contracts and arrangements with the promoter and sponsor bank viz., Canara Bank since incorporation, in the ordinary course of business. The Company has been maintaining current accounts for business transactions, availing Term Loans, Overdraft facilities, making payment of interest, placing short term/long term deposits to meet the statutory liquidity limits (SLR purpose) and collecting /recovering interest thereon, lease out the business or residential premises, if any of the Company to the Bank on rent or occupy any business or residential premises of the Bank on rent, pay bank charges to the bank, etc. Further the Company has also been availing the services of Canbank Computer Services Ltd., a subsidiary of the Sponsor Bank, as the Registrar or Share Transfer Agents of the Company (RTA), in the ordinary course of business. The overall related party transactions of the Company with Canara Bank and/or its subsidiaries outstanding as on March 31, 2015 was around Rs. 2,463 Crore. Hence, as required under section 188 of the Companies Act, 2013 and the then revised clause 49 of the listing agreement, the Company had obtained prior approval/ratification of the shareholders for the said material related party transactions which would be entered into or already entered into by the Company with Canara Bank and/or its subsidiaries for an amount not exceeding Rs. 3,000 Crore (Rupees Three Thousand Crore) only, by way of special resolution at the 28th Annual General Meeting of the Company held on July 08, 2015. As on March 31, 2016 the overall related party transactions of the Company outstanding with Canara Bank and/or its subsidiaries was Rs. 1,905 Crore.
The Company has been disclosing all the transactions with related parties on a quarterly basis to the stock exchanges along with the compliance report on corporate governance. The disclosure in compliance with the Accounting Standard on `Related Party Disclosures’ as required under Regulations 34(3) and 53(f) read with Part A Schedule V of SEBI (Listing Obligations & Disclosure Requirements) 2015, are disclosed by the Company in the Notes forming part of the financial statements (Note No.30 at page No.129 of the Annual Report) and the particulars of such contracts/ arrangements are provided as an annexure to this Report of Directors.
The Company’s Related Party Transactions Policy is on the website of the Company placed at https//:www.canfinhomes. com/about us/corporate governance documents(path). (b) Details of non-compliance by listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) of the Board or any statutory authority, on any matter related to capital markets, during the last three years;
(i) During the FY 15-16, the BSE Limited had imposed a fine of Rs. 28,000/- and service tax thereon for the alleged delay in submission of the report of Corporate Governance for the quarter ended December 31, 2015 online.
(ii) During the year 2014-15, the National Stock Exchange of India Ltd. had imposed a fine of Rs. 4,000/- for a delay of four days in submission of the Annual Report 2014-15.
Other than the fine amounts mentioned above, no penalties or strictures have been imposed on the Company by any stock exchange, SEBI or any other statutory authority on any matter relating to the capital markets.
(c) Details of establishment of vigil mechanism/ whistle blower policy
The Company has established a Whistle Blower Policy/ vigil mechanism for the Directors, employees and other stakeholders to enable them to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. Under this mechanism, the improper practice, if any, in the Company, can be directly reported to the Audit Committee. A communication in that regard has been sent to all the employees of the Company and reiterated during the Branch Managers’ Conference, training programmes and by circulars. The Company affirms that the mechanism provides adequate safeguards against victimisation of Director(s)/employee(s) who use the mechanism, provides for direct access to the Chairman of the Audit Committee and also affirms that no personnel have been denied access to the audit committee
The details of establishment of the mechanism has been placed by the Company on its website at https//:www. canfinhomes.com/aboutus/corporategovernance documents (path).
(d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and all the applicable clauses of Regulation 46(2) of the Listing Regulations.
(e) This Corporate Governance Report of the Company for the FY 15-16 or as on March 31, 2016 are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement(s) with BSE Limited and National Stock Exchange of India or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.
(f) The status of adoption of the non-mandatory requirements as specified in Regulation 27(1) of the SEBI (LODR) Regulations, 2015, are as follows:
(i) The Board: The Chairman of the Company is Non- Executive Chairman;
(ii) Shareholder Rights: Half-yearly and other quarterly financial statements are published in newspapers, uploaded on Company’s website www.canfinhomes. com, submitted to Stock exchanges on which Equity shares/ Non-convertible debentures of the Company are listed viz., the National Stock Exchange of India Ltd., and the BSE Limited;
(iii) Modified opinion(s) in audit report: The Company already has a regime of un-qualified financial statements. Auditors have raised no qualification on the financial statements;
(iv) Separate posts of Chairperson and CEO:
Shri K.N.Prithviraj is the Non- Executive Chairperson of the Company; and Shri C.Ilango is the Managing Director and Chief Executive Officer of the Company.
(v) Reporting of Internal Auditor: The Internal Auditor(s) of the Company may report directly to the Audit Committee, there are no restrictions. The Internal Auditors as stakeholders have direct access to the Chairman of the Audit Committee under the Whistle Blower Policy of the Company, which is made available on the website of the Company at https//:www.canfinhomes.com/ about us/corporate governance documents(path).
11. Compliance with the Code of Conduct
The Company has adopted the “Code of Conduct for Directors & Independent Directors” and “Code of Conduct for Senior Management of Canfin Homes Ltd”. The updated Code incorporate the duties of Independent Directors. The Codes are available on the website of the Company at https//:www. canfinhomes.com/aboutus/corporategovernance documents(path).
The Managing Director and CEO of the Company has given a declaration that the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of conduct of Board of Directors and senior management during the FY 15-16. The said declaration has been made as an annexure to the Report of Directors forming part of this Annual Report.
12. CEO and CFO Certification
In terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure requirements) Regulation, 2015, a certificate from the CEO or the Managing Director and the CFO of the Company confirming, amongst other aspects, the correctness of the financial statements, adequacy of internal control measures and matters to be reported to the Audit Committee, was taken on record at the Board meeting held on April 28, 2016 convened for approval of the audited financial results of the Company for the year under review and the same is annexed to the financial statements forming part of this Annual Report.
13. Disclosures with respect to demat suspense account/ unclaimed suspense account;
The details of shares in the demat suspense account or unclaimed suspense account, as applicable are given below:
(a) There were 1957 numbers of shares pertaining to 26 numbers of shareholders outstanding/lying in the suspense account at the beginning of the year;
(b) Out of 26 shareholders, 17 number of shareholders approached the Company during the year claiming transfer of 1406 shares to their respective accounts;
(c) 1406 shares pertaining to 17 number of shareholders were transferred to their respective accounts as per their claim, during the year;
(d) 551 shares pertaining to 9 number of shareholders remain outstanding/lying in the suspense account at the end of the year;
(e) That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares
14. Compliance with Accounting Standards
The Company has complied with the applicable Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006. The financial statements for the year have been prepared in accordance with and in compliance of the revised Schedule VI notified by the Ministry of Corporate Affairs (MCA).
15. Remuneration of Non-Executive Directors
The Non-Executive Directors of the Company are paid only the sitting fee (H10,000 for Committees and H20,000 for Board) for attending the meetings of the Board or Committees and no other remuneration is being paid to them.
The Non-Executive Independent Directors of the Company have declared that they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and that they will abide by the provisions specified in Schedule IV of the said Act.
16. Shareholding of Non-Executive Directors
Shri P.B. Santhanakrishnan, FCA, an Independent Director of the Company holds 520 equity shares of the Company. No other Non-Executive Director of the Company holds any equity shares of the Company.
17. Management Discussion and Analysis Report
The Management Discussion and Analysis Report forms part of the Report of the Directors, which includes discussion on industry structure, opportunities and threats, segment/ product-wise performance, outlook, risks and concerns, internal control systems and their adequacy, financial performance with respect to operational performance, developments, if any, in Human Resources/Industrial Relations front, including number of people employed.
The Senior Management personnel have made disclosures to the Board relating to all material transactions, where they have personal interest, which has a potential conflict of interest, if any, with the Company at large. The Company has disclosed the Code of Conduct for the Board and senior management, on the website of the Company.
The Company has no subsidiaries and as such the requirement of certain compliances relating to subsidiaries, as prescribed, are not applicable.
19. Report on Corporate Governance
The Company has complied with the mandatory requirements as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure requirements) Regulation, 2015. The quarterly compliance status reports on corporate governance are submitted by the Company to the stock exchanges within the prescribed time limit, duly signed either by the Chief Executive Officer or the Compliance Officer of the Company. The Corporate Governance reports are uploaded in the Company’s website for the information of all stakeholders.
Compliance with mandatory requirements
M/s Kedarnath Associates, Practicing Company Secretaries, have certified that the Company has complied with the mandatory requirements as stipulated under Regulation 17 to 27 and clauses (b) to (i) of schedule V of SEBI (Listing Obligations and Disclosure requirements) Regulation,2015. The said certificate is annexed to the Report of Directors and will be submitted to the Stock Exchanges and the Ministry of Corporate Affairs along with the Annual Report.
The Company has maintained a functional website viz., http:// www.canfinhomes.com/ which contains the basic information about the Company. Further the Company has disseminated all the information as required under Regulation 46(2) of the SEBI (LODR) Regulations, 2015 and the Company has been complying with the requirements under regulation 46(3) of the said regulations.
Compliance with non-mandatory requirements The Company has been maintaining the un-qualified quarterly/half-yearly/annual un-audited/audited financial statements of the Company. As regards the other nonmandatory requirements, the Board has taken cognisance of the same and may consider adopting them as and when deemed appropriate.
The Board is satisfied that the Company has adequate resources to continue its business for the foreseeable future and consequently considers it appropriate to adopt the going concern basis in preparing its financial statements. For and on behalf of the Board of Directors
Sd/- K.N. Prithviraj
Date: May 18, 2016
General information to share holders
This section of the Annual Report offers information to the shareholders pertaining to the Company, its shareholding pattern and means of dissemination of information, service standards, share price movements and such other information as required under regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 hereinafter referred to as `SEBI regulations’.
1. Board Meetings and Committee Meetings
The particulars of Board Meetings and Committee Meetings held during the year are mentioned in the Report of Directors on Corporate Governance.
2. Annual General Meetings (AGMs)
The particulars of annual general meetings held during the last 3 years are as follows 4. 29th Annual General Meeting (AGM)
Date : July 20, 2016 - Wednesday
Time : 11 A.M.
Venue : J.S.S. Mahavidya Peetha, “Shivarathreshwara Centre” Auditorium, I Main, 8th Block, Jayanagar, Bengaluru 560 082.
Bus Route Nos.12 and 12E pass through Jayanagar 8th Block and Route Nos. 12A, 12B and 12D pass through Deepak Nursing Home close to the venue of the AGM. (Route MAP is made available in the Notice of the AGM).
Financial year is from April 01, 2016 to March 31, 2017
Calendar 2016-17: The probable schedule for holding meetings of the Audit Committee/Board of Directors is as under:
Nature of meeting Purpose Probable date
Audit Committee/ Board Meeting
To review, approve and take on record the financial results for the quarter ending June 30, 2016.
During Second/Third week of July, 2016
Audit Committee/ Board Meeting
To review, approve and take on record the financial results for the quarter ending September 30, 2016.
During Second/Third week of October, 2016
Audit Committee/ Board Meeting
To review, approve and take on record the financial results for the quarter ending December 31, 2016.
During Second/Third week of January, 2017
Audit Committee/ Board Meeting
To review, approve and take on record the financial results (Audited) for the quarter and the financial year ending March 31, 2017.
During Second/Third week of April, 2017
5. Date of book closure:
Friday the July 08, 2016 to Wednesday the July 20, 2016. (Both days inclusive)
6. Dividend payment:
During the third week of July 2016.
The Board of Directors of the Company have recommended a dividend at Rs. 10/- per equity share of Rs. 10 each (100%), for the financial year ended March 31, 2016, subject to approval of the shareholders at the ensuing annual general meeting.
7. Entitlement for dividend:
(i) For the shares held in physical form: To the shareholders whose names appear on the register of members as at the close of business hours on July 07, 2016.
(ii) For shares held in electronic form: To the Beneficial owners whose name appear in the statements of beneficial position furnished by the National Securities Depository Ltd.(NSDL) and Central Depository Services (India) Ltd. (CDSL) as at the close of business hours on July 07, 2016
8. Listing of Equity Shares
1st floor, Rotunda Building, B.S. Marg, Fort, Mumbai – 400 021.
National Stock Exchange of India Ltd. “Exchange Plaza”, Bandra-Kurla complex, Bandra(E), Mumbai – 400051.
*SEBI vide its order dated December 26, 2014 bearing No. WTM/RKA/ MRD/165/2014 granted an exit to the Bengaluru Stock Exchange Ltd.(BgSE) and hence since December 26, 2014 the equity shares are not listed in BgSE.
The listing fees for the year FY 15-16 and FY 16-17 have been paid to the above Stock Exchanges where the securities of the Company are listed. The Annual Custodian Fees for FY 15-16 and FY 16-17 to NSDL and CDSL have also been paid within the due dates.
10. Stock code
The Scrip Name and Scrip Code at the BSE Limited and the National Stock Exchange of India Ltd, are as under:
By Name: CANFINHOME
By Scrip Code: 511196
The ISIN allotted to the Equity Shares of the Company is: INE 477A01012.
14. Registrar and Share Transfer Agents (RTA)
Canbank Computer Services Ltd., Unit: Can Fin Homes Ltd., R&T Centre, No.218, J P Royale, I Floor, 2nd Main, Sampige Road, (Near 14th Cross), Malleshwaram, Bengaluru-560 003 Tel: 080-23469661/62, 23469664/65 Fax: 080-23469667 e-mail:firstname.lastname@example.org
Karvy Computershare Pvt Ltd. (Registrar only for Rights Issue made in FY 14-15) Plot No 17-24, Vittalrao Nagar Madhapur, Hyderabad – 500081 Tel:40 44655312 Fax:40 23431551 e-mail:Einward.email@example.com
15. Share transfer system
The powers to consider and approve share transfers/transmissions/consolidation/sub-division, etc. have been delegated by the Board to the Company Secretary and one of the Asst. General Managers at the Registered Office of the Company and such requests are processed once in ten days. However, in cases of disputes over title to shares pending before Courts or otherwise, stop transfer instructions are registered by owners, the transfers take place on resolution of disputes between the parties and/or in terms of the applicable provisions of law.
Outstanding GDRs/ADRs/Warrants of any convertible instruments, conversion date and likely impact on equity : Not Applicable
Commodity price risk or foreign exchange Risk and hedging activities : : Not Applicable
18. Dematerialisation of shares and liquidity
The equity shares of the Company are in the list of scripts specified by SEBI to be compulsorily traded in the electronic form. About 96.51% of paid up capital is held in dematerialised form and the remaining 3.49% are held in physical form. The securities of the Company are admitted as the `Eligible Securities’ into the Depository system by NSDL and CDSL. The shares of the Company are listed and traded actively on the stock exchanges and hence the liquidity for the shares of the Company is high.
19. Address for correspondence
Shareholder’s correspondence may please be addressed to the Registrar & Share Transfer Agents at the above mentioned address. They may also contact Board Secretariat Dept., Can Fin Homes Ltd., Registered Office, 29/1, Sir M.N. Krishna Rao Road, Basavanagudi, Bengaluru – 560004 (Tel: 080 26564259; Fax:080 2656 5746) E-mail:firstname.lastname@example.org
20. Means of communication to the Shareholders
Presently, the Company has about 27,714 shareholders all over India as on March 31, 2016 as against 25,635 as on March 31, 2015.
The means of communication to the shareholders includes;
(a) Quarterly Results - The Company immediately after conclusion of the meetings of the Board of Directors, within the prescribed time, uploads the quarterly/annual financial results on the website “NEAPS” of National Stock Exchange of India Limited and “Listing Centre” of BSE Limited and simultaneously uploads the same on the Company’s website http://www.canfinhomes.com/
The Company also publishes the abridged version of audited/ unaudited financial results on a quarterly/Annual basis, in the prescribed format, in leading newspapers in English and in the Regional Language viz., Kannada, within the prescribed period.
(b) Newspapers where in results normally published -The Company normally publishes the abridged version of audited/ unaudited financial results in leading newspapers in English viz., Business Line and/or Business Standard and/or Financial Express and in the Regional Language i.e., Kannada in the newspapers viz., Kannada Prabha and/or Samyuktha Karnataka.
(c) Any website, where displayed- The Company displays all the reports/ statements/ notices and such other documents as required/applicable under the statutory and regulatory requirements on the official website of the Company http:// www.canfinhomes.com/ and the Company also uploads all such documents online on http://www.connect2nse. com/listing/ and on http://www.listing.bseindia.com/ for dissemination by National Stock Exchange of India Limited and BSE Limited.
(d) Official News releases - Dissemination of information through television/press: The Managing Director provides brief information on quarterly/annual results, corporate actions like rights issue etc. on T.V. channels and in print media, within the permissible disclosure norms. The intimations of such press releases/television interviews are informed to the stock exchange in terms of regulation 30 of the SEBI regulations and similar information is made available on the Company’s website.
(e) Presentations made to Institutional Investors or to the Analysts-The Managing Director interacts with the analysts/ investors and provides clarifications on the issues covered in the presentation, which is made available on the Company’s official website within the permissible disclosure norms. `Investors’ page on the website of the Company - The `Investor Page’ (http://www.canfinhomes.com/canfinhomes. php?page=investors) provides quarterly results and presentation made by the Company covering pictorial representation of the statistical data compared for the last
10 quarter and annual performance compared for 8 financial years. The page also discloses the un-audited results on a quarterly basis together with the limited review reports and the audited annual financial results, annual reports, Report on Corporate Governance, the shareholding pattern, unclaimed/ unpaid dividend/deposits, Fair Practice Code, KYC guidelines, nomination by members, ECS mandate, dematerialisation of shares, SEBI circulars insisting for payments to members through electronic mode etc., complete details about the Registrar and Transfer agents, details of the Compliance Officer etc. with select download facilities, for the information and utility of the shareholders of the Company.
The intimations relating to Institutional Investors or Analysts meet are informed to the stock exchange in terms of regulation 30 of the SEBI regulations and similar information is made available on the Company’s website within the prescribed time as and when applicable.
(f) Annual Report – The Annual Report encompasses the operational and financial highlights for last 5 to 7 years, profit, business position of over 5 years horizon, Report of Directors, Report of the Directors on Corporate Governance, Management Discussion and Analysis report, Business Responsibility Report and audited Financial Statements together with the Auditors Report.
The annual report also contains a section on `General Information to Shareholders’ which inter-alia provides information relating to the date, time and venue of the annual general meeting, shareholding pattern, distribution of shareholding, voting rights and the monthly high and low market price of equity shares during the year and other information as required under the listing agreement(s) and other related matters.
(g) Stock Exchanges – The Company uploads/discloses all material information about the Company, including shareholding pattern, report on corporate governance, reconciliation of share capital audit, status of investor’s complaints, certificates from RTA, Debentures Trustees and intimations/disclosure of material events etc. periodically to the National Stock Exchange of India Ltd. and BSE Limited. (h) Investor grievance redressal mechanism: The Company has provided a separate e-mail ID for shareholders services viz., email@example.com and the Investor grievance redressal mechanism is in place.
(i) Meetings: The principal forum for interaction/discussion with shareholders, be it individuals, corporates or foreign investors is the annual general meeting of the Company.
(j) Other information: The details relating to the director(s) proposed to be appointed/ re-appointed at the ensuing annual general meeting are provided as an Annexure to the notice convening the said meeting. In recognition of the initiative taken by the Ministry of Corporate Affairs (MCA), Government of India and as a contribution towards a greener environment the Company has been sending all documents like General Meeting Notices (including AGM), Audited Financial Statements, Report of Directors, Auditors Report, etc. to a significant number of shareholders to their registered e-mail address made available to the Company by the Depositories or by the members themselves, who are holding shares in physical form. The above documents would also be available on the website of the Company www.canfinhomes.com for download by the shareholders.
The Annual Report of the Company for the FY 15-16 will be e-mailed to the members as stated above. If any member wishes to get a hard copy of the Annual Report, the Company will send the same, free of cost, upon receipt of request from the member. The annual reports to all other members, who have not registered their email addresses, will be sent to their registered address in any of the prescribed modes.
21. Unclaimed dividend
Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, monies transferred to the Unpaid Dividend Account of the Company, which remain unclaimed and unpaid for a period of 7 years from the date on which it was first due for payment, are required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C(1) of the Companies Act, 1956.
Further, in terms of Section 205C (11), no payments shall be made by the Company in respect of claims made after the said period of 7 years. In spite of sending final reminder letters to shareholders individually, before transferring such dividend amounts to IEPF, there are a few shareholders who have not yet encashed/claimed their dividend(s) amount. The corresponding section 125 of the Companies Act, 2013 and related rules are yet to be notified
22. Issue of duplicate dividend warrants
A duplicate dividend warrant can be issued after the expiry of the validity period of the original warrant after complying with the simple prescribed procedural formalities. Shareholders who have lost their warrants/where the warrants are stale (older than 3 months) may write to RTA for revalidation.
23. Bank account particulars
SEBI has issued a Circular CIR/MRD/DP/10/2013 dated 21/03/13 [in the light of developments in the field of electronic payment system by various modes viz., National Electronic Fund Transfer (NEFT), Real Time Gross Settlement (RTGS) etc.,] whereby it has been made mandatory for the Companies to maintain requisite bank details of their investors.
In terms of the said circular, the Company has been making remittances, if any, to members through bank account details as sought from NSDL/CDSL (demat accounts) and to the account particulars furnished to the Company/RTA by the physical holders. Only in cases where either bank details such as MICR (Magnetic Ink Character Recognition), IFSC (Indian Financial System Code) etc. are not available or electronic payment instructions have failed or have been rejected by the bank, the Company has been using physical payment instruments for payment of dividends to the investors.
Pursuant to Section 72 of the Companies Act, 2013 and Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014, individual/joint members of the Company may at any time, nominate in Form No.SH.13, any person as his/her nominee in whom the security shall vest in the event of his/her death. Only individual shareholder(s) applying for/holding shares on his/her behalf can make a nomination. If the shares are held jointly, all the holders shall together nominate an individual person as their nominee. Nomination stands automatically rescinded on transfer/ dematerialisation of shares.
The said form is made available on the website of the Company in ‘Investor page’. Shareholders holding shares in dematerialised form are requested to contact their respective depository participants. Shareholders holding shares in physical form are requested to submit the Form to the RTA.
25. Folio Consolidation
Shareholders holding shares under more than one folio may write to the Company or its RTA to consolidate their folios. In case of joint holdings, even if the order of names is different, shareholders can have them transposed without payment of stamp duty by sending a letter duly signed by all the shareholders. This will facilitate safekeeping and save cost at the time of dematerialisation. The above would be subject to verification of the signature(s) of the concerned shareholders.
27. Compliance Officer:
Smt. Veena G Kamath
Company Secretary Can Fin Homes Ltd.,
Registered Office: No.29/1, I Floor Sir M.N. Krishna Rao Road,Basavanagudi, Bengaluru-560004. Phone: 080-26564259/ 41261144; Fax:080-26565746 E-mail: firstname.lastname@example.org email@example.com