REPORT ON CORPORATE GOVERNANCE COMPLIANCE WITH CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES
In terms of Clause 49 of the Listing Agreement of the Stock Exchanges, the Compliance Report on Corporate Governance (in the prescribed format), along with the Certificate from the Statutory Auditors (Annexure) is given as under.
Company's Philosophy on Code of Governance:
The Company's philosophy on Corporate Governance envisages the attainment of transparency and accountability in all its operations and in all its interactions with its stakeholders, including shareholders, employees, lenders and the Government. The Company is committed to achieve and maintain the highest standards of Corporate Governance. The Company believes that all its operations and actions must serve the underlying goal of achieving overall shareholders value over a sustained period of time. The Company will continue to seek enhancement to shareholders value within the frame of business ethics, regulatory compliances and contributions to the society. This philosophy has been further strengthened with the implementation of the requirements stipulated in Clause 49 of the Listing Agreement
A. BOARD COMPOSITION:
1. Size of the Board and Independent Directors:
The Board has currently three Members comprising of three Non-executive Directors. The present Board has three independent directors. Details of the Directors.
a. Mr. D.G. Nayar, 79 years, is a Fellow Chartered Accountant. He has vast experience in the field of accounts and Finance. He is the Chairman if the Audit Committee and Shareholders/Investor's Grievances Committee of the Company.
b. Mr. George Kuruvilla, 61 years, is a Fellow Chartered Accountant. He is the Managing Director of the Company since its inception. He is also a Director in Atlas Securities (Coimbatore) Private Limited.
c. Mr. P.B. Appiah, 50 years, is a reputed Advocate. He is also a Director in MAC Charles (India) Limited.
2. Board Committee:
Currently, the Board has Three Committees - the Audit Committee, the Investor Relations Committee and Remuneration Committee.
a. Audit Committee:
As per the requirement of Part II of clause 49 of the Listing Agreement, the Company has formed an Audit Committee. Mr. D. G. Nayar was appointed as Chairman of the Audit Committee.
• Brief Description of terms of reference:
i) The Committee reviews the quarterly, half-yearly and annual financial statements before they are submitted to the Board.
ii) Overseeing the financial reporting process and disclosure of its financial information to ensure that the statement is correct, sufficient and credible.
iii) Recommending the appointment of external auditor, fixation of audit fee and also approval for payment for any other services is also reviewed by this committee.
iv) Approval of payment to the Statutory Auditors for any other services rendered by them.
v) Reviewing the internal control systems and internal audit functions, reports and compliances thereof.
vi) The Audit remarks/qualifications dealt in the Auditor's Report have been considered by the Audit Committee and the Board of Directors and proper explanations have been given in the Director's Report which forms part of this Report.
vii) Discussion with the Internal Auditors regarding any significant findings and follow up thereon.
viii) Discussion with the Statutory Auditors before the audit commences, about the nature and scope of the audit ass well as post-audit discussion to ascertain any concern.
ix) To look into reasons for substantial defaults, if any, in the payments to the depositors, debenture holders, shareholders (incase of non-payment of dividend declared) and creditors.
b. Share Transfer and Investor Grievances Committee:
It is a Sub - Committee of the Board of Directors of the Company with Mr. D. G. Nayar being the Chairman of the Committee and Mr. P. B. Appiah and Mr. George Kuruvilla being the Members of the Committee. Mr. George Kuruvilla, Managing Director is also the Compliance Officer.
• Brief Description of terms of reference:
The terms of reference of this Committee compasses the formulation of shareholders/investor's servicing policies, looking into investors' complaints viz., transfer of shares, non receipt of balance sheet, etc., and deciding on any other matter as may be required in connection with the share holders / investors servicing and redress their grievances.
The Board has delegated the power of share transfer to the Registrar and Share Transfer agents, who process the transfers. The committee also looks after the performance of the Registrar and Transfer Agents of the Company. Requests for dematerialization of shares are generally confirmed on a fortnightly basis.
• Number of Shareholders complaints received, number not solved to the satisfaction of the Share holder and number of pending transfers: 1. As on date of the balance sheet no incestor complaint is pending.
(2) Representatives of your company are continuously in touch with Cameo Corporate Services Limited, Share Transfer Agents of the Company and review periodically the outstanding complaints.
B. POSTAL BALLOT:
None of the subjects placed before the shareholders in the last annual general meeting required approval by a postal ballot.
Disclosures on materially significant Related Party Transactions that may have potential conflict with the interest of the company at large.
(1) During the year, the Company has not entered into any transaction of material nature with directors, their relatives or management which was in conflict with the interest of the Company.
(2) The transaction with the promoters, its associate companies etc., of routine nature have been reported elsewhere in the annual report as per Accounting Standard 18 (AS18) Issued by the institute of Chartered Accountants of India.
The Company has complied with the requirements of the Listing Agreement with the Stock Exchanges as well as regulations and guidelines. No penalties or strictures have been imposed on the company by the Stock Exchanges or SEBI or any other Statutory Authority, on any matter related to the capital markets, during the last three years.
Whistle Blower Policy: The Company has evolved a Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the Management any issue which is perceived to be in violation or in conflict with the fundamental business principles as enunciated in the Code of Business Principles of the Company. The employees are encouraged to raise their concerns/ complaints by way of written communications to the Company. The Management and Senior Directors are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice.
Stock option to Non- Executive Directors: No stock options were granted to Executive/Non-Executive Directors of the Company.
Code of Conduct: The Board has laid a Code of Conduct for all the Directors and Senior Management Staff of the Company as per Clause 49 (I) (D)(ii) of the
Listing Agreement. All the Directors and members of senior management have affirmed their compliance with the code of conduct.
Accounting Standard: the Company does not have any proposal to change the present Accounting Standard.
Pecuniary relationships or transactions of Non-Executive Directors: No such transaction is in existence in this company.
Shares or convertible debentures held by Non-Executive Directors: No shares or debentures are held by Non-Executive directors.
Pledging of shares by Promoters: No such transaction is in existence.
D. MEANS OF COMMUNICATION:
The un-audited Financial Results on a quarterly basis subject to limited review by the Auditors of the company are taken on record by the Board of Directors at its meeting within one month of the close of every quarterly / half year respectively.
E. SHAREHOLDER INFORMATION:
General Share holder information:
1. AGM (Date and Venue) :
(Friday, 14th December 2012, at 11.00 a.m.) at Mohanambal Kalyana Mandapam, No. 3, Rangabhashyam Street,Chennai-600015 (Near West Saidapet Bus Terminus)
2. Date of Book Closure :
(07th December 2012 to 14th December 2012) (both days inclusive)
3. Financial Calendar :
Financial Reporting for 2011-2012
First Quarter June 30th, 2011, on or before July 2011
Second Quarter September 30th 2011, on or before October 31, 2011
Third Quarter December 31st, 2011, on or before January 31, 2012
Fourth Quarter March 31st 2012, on or before April 30, 2012
AGM for year ending 31st March 2012, 14th December 2012
4. Registrar and Transfer Agents :
M/s. Cameo Corporate Services Ltd.
Subramanian Building, No.1, Club House Road, Chennai - 600 002. Tel: 28480390 Fax: 28480129
5. Lisiting of Company's Shares :
i) The Stock Exchange, Mumbai (BSE) (Scrip Code: 511031;
Demat ISIN number for equity shares- INE787E01016)
ii) The Madras Stock Exchange Limited (MSE)
6. Address to the Correspondence Regd. Office :
Integrated Finance Company Limited
R-10, Prem Nagar Colony, South Boag Road, T. Nagar, Chennai- 600017