29 Apr 2017 | Livemint.com

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Gujarat Lease Financing Ltd.

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  • BSE Code: 500174
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  • NSE Code: GLFL
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Gujarat Lease Financing Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) ushered in a formal code of corporate governance (hereinafter referred to as "the code") through clause 49 in the listing agreement executed by the Company with the Stock Exchanges. The code has been periodically upgraded to ensure adoption of the best corporate governance practices by the corporates worldwide.The Code has been replaced by SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") which is effective from 1st December, 2015.

Listing Regulations lays down several corporate governance practices which listed companies are required to adopt. Most of the practices laid down Listing Regulation require mandatory compliance, few are recommendatory in nature.This report sets out the compliance status of the Company with the requirements of Corporate Governanceas set out in Listing Agreement and Listing Regulations for the related period of their applicability with respect to financial year 2015-16.

1. Company's Philosophy on Corporate Governance:

The Philosophy on Corporate Governance aims at attainment of the highest levels of transparency, accountability and equity in the functioning of the Company vis-à-vis interactions with employees, shareholders, creditors and customers. The objective of the Company is not only to meet the statutory requirements of the code but also go beyond it by instituting such systems and procedures as required in accordance with the latest global trends of making management completely transparent and institutionally sound.

2. Board of Directors:

The Board of Directors as on the date of this report comprises of 6 (Six) Directors, of which 5 (five) are non-executive Directors, including 2 (two) independent Directors (83% of Board Strength). The Chairman of the Board is an Independent Director.

The Composition of the Board complies with the requirements of the Listing Regulations.

The Board of Directors of the Company met five times during the year on 19th May, 2015, 7th August, 2015, 8th August, 2015, 7th November, 2015, and 21st January, 2016.

During the year Independent Directors of the Company has also met at their separate meeting on 21st January, 2016.

Shri Yogesh K. Vyas is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, he has offered himself for re-appointment.

The Board has appointed Mr. D.D.Patel, nominee of GIIC/GOG and Ms. Kavita Mandan as an Additional Directors in its meeting held on 8th August, 2015 and 19th May, 2016 respectively.

Familiarization programme imparted to Independent Director, may be referred to, at the Company's official website: <http://> www.gujaratleasefinancing.co.in

None of the Directors are related inter-se.

Brief resume and other relevant details of the Directors proposed to be appointed are given below.

3. Audit Committee

The Composition and Terms of Reference of the Audit Committee are in compliance with the provisions of Listing Regulations.

The terms of reference of the Audit committee broadly includes, (i) oversee company's financial reporting process, (ii) recommending appointment/re-appointment and remuneration of the auditors to the Board of Directors and review of adequacy and performance of auditors, internal control systems and internal audit function (iii) review the annual and quarterly financial statement, (iv) review changes in the accounting policies and practices of major accounting entries, (v) ensuring compliance with the regulatory guidelines, (vi) review and approve related party transactions or any subsequent modification of transactions with related parties, (vii) review the adequacy of internal audit function and discuss with them (viii) review of Financial statements of Subsidiaries, significant findings (if any) apart from the other mandatory requirements specified under Listing Regulations

During the period under review, 5 (Five) meetings were held on 19th May, 2015, 7th August, 2015, 8th August, 2015, 7th November, 2015 and 21st January, 2016. The Audit Committee at its meeting held on 8th August, 2015, 7th November, 2015 and 21st January, 2016 reviewed the un-audited financial results for the quarter ended on 30th June, 2015, 30th September, 2015 and 31st December, 2015 respectively.

The Audit Committee at its meeting held on 19th May,2015 reviewed the Annual Financial Statements for the year 2014-15 and recommended the same for approval of the Board of Directors.

The above composition meets the requirements of Listing Regulations.

Shri Ankit P.Patadiya, Company Secretary and Compliance Officer of the Company acted as Secretary to the Committee during his tenure (until his resignation w.e.f. 21st March, 2016). Following his resignation w.e.f. 21st March 2016, Shri Anil K. Jhaveri, CEO will act as Secretary to the Committee.

4. Nomination and Remuneration Committee

The Composition and Terms of Reference of the Nomination and Remuneration Committee are in compliance with the provisions of Listing Regulations.

The Terms of Reference of the Committee include, inter-alia, evaluating and recommending the composition of the Board of Directors and Committees thereof, formulating the criteria for determining qualification, positive attributes and independence of a director and formulating criteria for appointment of KMPs and senior management, performance evaluation of independent directors, considering and recommending the appointment of Directors, KMP and Senior Management in accordance with the criteria formulated, to recommend and monitor the levels of remuneration of senior management of the company.

During FY 2015-16, 4(Four) meetings were held on 19th May, 2015, 7th August, 2015, 8th August, 2015 and 7th November, 2015. Composition of the Committee and details of attendance of the members at the Committee meetings during the year are given below:

The above composition meets all the requirements of Listing Regulations.

Performance Evaluation Criteria for Independent Directors CRITERIA

i. Participation in Board in terms of adequacy (time & content)

ii. Contribution through expertise and perspective

iii. Guidance / support to management outside Board / Committee meetings

PROCESS

i. Each ID conveyed their perception (with respect to criteria) of themselves and other IDs to the Chairman of the Company.

ii. Chairperson of the Board solicited views of other non-executive and Executive Directors on the IDs.

iii. Chairperson consolidated the feedback in (i) and (ii) above along with his own observations and provided consolidated feedback on each Independent Director to each such director individually.

5. Remuneration:

None of the Directors is drawing any remuneration from the Company. However, the Board has approved the payment of Sitting fees to Independent Directors of the Company pursuant to section 197(5) of the Companies Act, 2013.

None of the Non-Executive Directors holds any shares of the Company.

6. Stakeholders Relationship Committee

The Stakeholders Relationship Committee has to mainly focus on the redressal of complaint/ queries relating to Transfer / Transmission / Dematerialization of Shares, Issue of Duplicate Share Certificates, Non-receipt of Annual Report, Dividend Warrants, Repayment of principal and/or interest on Fixed Deposits / Debentures, etc.

During the year under review, five meetings of Stakeholders Relationship Committee were held on 19th May, 2015, 7th August, 2015, 8th August, 2015, 7th November, 2015 and 21st January, 2016. Composition of the Committee and details of attendance of the members at the Committee meetings during the year are given below:

Shri Ankit P.Patadiya, Company Secretary and Compliance Officer of the Company acted as Secretary to the Committee during his tenure (until his resignation w.e.f. 21st March, 2016). Following his resignation w.e.f. 21st March 2016, Shri Anil K. Jhaveri, CEO will act as Secretary to the Committee.

The Company has not received any complaints during the year. No complaint was pending as on 31st March 2016. The Company has no transfers pending at the close of the financial year.

No Extra Ordinary General Meeting (EGM) was held during last three years. The special resolutions indicated above were passed by show of hands. The Company has not passed any Resolution, through postal ballot during these years under reference.

At present there is no proposal to pass any Special Resolution through Postal Ballot.

7. Means of Communication

During the year, quarterly, half-yearly and annual financial results of the Company were submitted to the stock exchanges immediately after the conclusion of the Board meetings and were also published in two newspapers, Western Times (English) and Western Times (Gujarati). These results are also put on the Company's website: <http://www.gujaratleasefinancing.co.in>.

The Company also informs by way of intimation to the stock exchanges all the price sensitive matters or such other matters which are material and of relevance to the shareholders and subsequently issues a Press Release on the said matters.

8. General Shareholder Information

a) 33rd Annual General Meeting

Date, time and venue :

19th July, 2016

At 10.00 AM

At ATMA Hall, Ahmedabad Textile Mills Association, Opp. La Gujjar Chamber, Ashram Road, Ahmedabad 380009

Financial Year

1st April, 2015 - 31st March, 2016

Dividend Payment Date :

Not Applicable

Remote E-voting period :

From 9.00 a.m. on Friday, 15th July, 2016 to 5.00 p.m.on Monday, 18th July, 2016

Cut-off date for e-voting :

Tuesday, 12th July, 2016

Book Closure Date :

Tuesday, 12th July, 2016 to Monday, 18th July, 2016 (Both days inclusive)

b) Tentative Financial Calendar for the year 2016-17

Financial reporting for the quarter ending June 30, 2016: End of July, 2016

Financial reporting for the quarter /half year ending September 30, 2016: End of October, 2016

Financial reporting for the quarter ending December 31, 2016: End of January, 2017

Financial reporting for the year ending March 31, 2017 :End of May, 2017

Annual General Meeting for the year ending March 31, 2017 will be in July, 2017

c) Listing on stock exchanges and security codes

Stock Exchange Security Code

BSE Limited (BSE) :500174

National Stock Exchange of India Limited (NSE) :GLFLEQ

ISIN :INE 540A01017

The Company has paid Listing Fee to BSE Limited and National Stock Exchange of India Limited for the financial year 2016-17.

e) Share Transfer Agent MCS Share Transfer Agent Limited

101, Shatdal Complex Opp. Bata Show Room Ahmedabd

Tel. 079-26582878/79/80

Fax: 079-26581296 Email- mcsmum@vsnl.com <mailto:mcsmum@vsnl.com>

f) Share Transfer System

The Company has appointed M/s MCS Shares Transfer Agent Limited as Registrar and Transfer Agents. Valid Share transfers in physical form, complete in all respects as well as transfer in dematerialized form were approved and registered within stipulated period.

g) Details of Shares

Types of shares : Equity Shares

No. of paid up shares : 27,125,767

Market lot of shares : 1 share

h) Dematerialization of Shares and Liquidity

Consequent upon the compulsory demat of the Equity Shares of the Company as notified by SEBI, about 89.42 % (24,257,172 shares demated) of the Equity Capital of the Company has been dematerialized as on 31st March, 2016. The shares are traded on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

i) Outstanding GDRs / ADRs / Warrants / any other convertible instruments

The Company has not issued any GDRs/ ADRs/ Warrants/any other Convertible Instruments during these years.

j) Address for correspondence

Registered Office & Shareholders Correspondence address

6th Floor, Hasubhai Chambers Opp. Town Hall, Ellisbridge, Ahmedabad - 380 006.

Tele No. (079) 2657 5722 Fax No. (079) 2657 5180

Compliance Officer

Anil Jhaveri (CEO)

Redressal of Investors Grievances

glfl.invcomplain¬ģyahoo.co.in

10. Other Disclosures

a) Related Party Transactions

The Company has formed related party transactions policy pursuant to the requirements of Companies Act, 2013 and Listing Regulations. The same is also placed at the website of the Company <http://www.gujaratleasefinancing.co.in/>.

During the year, the Company has not entered into any transaction with the related parties which are material in nature. Adequate care was taken to ensure that there is no potential conflict of interest in related party transactions.

For details about related parties transactions, see Note No. 2.28 of the Standalone Financial Statement for the financial year 2015-16.

b) Whistle Blower Policy

The Company had adopted a "Whistle Blower Policy" through which the Company has institutionalized a mechanism to disclose any unethical behavior, improper practice and wrongful conduct taking place in the Company for suitable action. The Policy, by design, provides access to the Chairman of the Audit Committee. Confidentiality of Whistle Blowers Blower is maintained without any discrimination. The same is also placed at the website of the Company <http://> www.gujaratleasefinancing.co.in/ .

During the year under review, no employee was denied access to the Audit Committee.

c) Legal Compliances

There were no instances of non-compliance or penalties, imposed on the Company by the Stock Exchange(s) or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years.

d) Material Subsidiary Policy

During the year, the Board had revised the Policy for determining 'Material' Subsidiary to align it with the amended provisions of the Companies Act, 2013 and Listing Regulations, which is uploaded on the website of the Company at<http://> www.gujaratleasefinancing.co.in/

e) Code of Conduct

The Board of Directors had in its meeting held on 20th January, 2015 adopted the Revised Code of Business Conduct and Ethics for the Directors and Senior Management. The said Code has been communicated to the Directors and the members of the senior Management. The Code has also been posted on the Company's website <http://www.gujaratleasefinancing.co.in/>

f) CEO / CFO Certificate:

Shri Anil Jhaveri, CEO and Shri Janak Mehta, CFO of the Company have certified to the Board of Directors inter-alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31st March, 2016. They also give quarterly certificate on financial results while placing the financial results before the Board in terms of Regulation 33 of the Listing Regulations.

g) Disclosure of Compliance with Corporate Governance

The Company has complied with the corporate governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For and on behalf of the Board of Directors

Anil Jhaveri

Chief Executive Officer

Date: 19th May, 2016

Place: Ahmedabad