CORPORATE GOVERNANCE REPORT
REPORT ON CORPORATE GOVERNANCE
The Company believes in adopting the best business practice in the area of corporate governance, and follows the principles of fair representation and full disclosure in all its dealings and communication, thereby protecting rights and interests of all its stakeholders.
The Company's shares are listed on Bombay Stock Exchange. In accordance with Clause 49 of the listing agreement with title domestic stock exchanges, the details of compliance by the Company are as under:
Company's philosophy on code of Governance:
The Company's philosophy on corporate governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations, and in all its interactions with its stakeholders, including shareholders, employees.
Number of Board Meetings:
During the financial year 31st March, 2015, Twenty-One Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Audit Committee of the Board of Directors oversees the financial statements and financial reporting before submission to the Board. The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the work of the Internal and Statutory Auditors. It reviews the reports of the internal auditors and statutory auditors. The senior management personnel are invited to the meetings of the Audit Committee.
At present, there are three members of the Audit Committee, in which two are Independent Directors.
The composition of the Audit Committee is given below: Sl. No. Name Category
1. Vikash Kedia Chairman,Non-Executive
2. Pritam Kumar Choudhary Independent,Non-Executive
3. Anirban Dutta Non-Independent, Executive
The Committee met 4(Four) times during the year 2014-15. The meetings of the Committee held on 30th April, 2014,31st July, 2014,30th September, 2014 and 31st January, 2015.
Shareholders'/Investors' Grievances Committee:
Our Company has constituted an Investors Grievance Committee which shall deal with the various matters relating to: S Transfer/transmission of Shares/Debentures, S Issue of duplicate Share Certificate, S Review of shares dematerialized of investor's grievances, S All other matter relating to Shares/ Debentures. The Composition of the Investors Grievance Committee was as follows:
Sl. No. Name Category
1. Vikash Kedia Chairman,Non-Executive
2. Pritam Kumar Choudhary Independent, Non-Executive
3. Anirban Dutta Non-Independent, Executive
The Committee met twice during the year 2014-15. The meetings of the Committee held on 10th June, 2014 & 17th March, 2015.
During the financial year ended March 31,2015 the Company received 2 (two) complaints from the shareholders and none of the complaints received were pending as on that date.
Separate Independent Directors' Meetings:
The Independent Directors meet at least once in a quarter, without the presence of Executive Directors or Management representatives. They also have a separate meeting with the Non-Executive Chairman, to discuss issues and concerns, if any. The Independent Directors met four times during the Financial Year ended 31st March, 2015 on 28th April, 2014,20th July, 2014,27th October, 2014 and 19th January, 2015 and inter alia discussed:
• the performance of non-Independent Directors and the Board as a whole;
• the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non Executive Directors; and;
• the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Code of Conduct for Directors and Senior Executives
A Code of Conduct as applicable to the Board of Directors and Senior Executives has been approved by the Board. The said code has also been place on the Company's Website www.igfl.co.in The Board Members and Senior Executives have affirmed their compliance with the Code and a declaration signed by the Chairman & Managing Director (CEO in terms of Clause 49) is given below:
It is hereby declared that the Company has obtained from all the Board Members and Senior Executives an affirmation that they have complied with the Code of Conduct for the Financial Year 2014-15.
Vigil Mechanism/Whistle Blower Policy:
The Company has formulated a codified Whistle Blower Policy in order to encourage Directors and employees of the Company to escalate to the level of the Audit Committee any issue of the concerns impacting and compromising with the interest of the Company and its stakeholders in anyway.
The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. The said policy has been placed on the Company's Website www.igfl.co.in .
The Company affirms that none of the employees have been denied access to the Audit Committee. Quarterly report with number of Complaints received, if any, and their outcome is placed before the Audit Committee of the Company at quarterly intervals.
Insider Trading Code:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Code of Insider Trading has been placed on our Website www.igfl.co.in .
All Board Directors and the designated employees have confirmed compliance with the Code.
Report under the Prevention of Sexual Harassment Act:
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste creed or social class of the employees.
Your Company affirms that during the year there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Means of Communication:
Quarterly results are published in "Financial Express" and "Dainik Lipi"
General Shareholder Information:
Annual General Meeting to be held:
Date and time : Wednesday, 30th September, 2015,11.30 A.M.
Venue : 88/N, Biren Roy Road, Kethopole, Kolkata - 700 061.
Financial Calendar :
Results for quarter ending June 30,2015. By end of July,2015
Results for quarter ending September 30,2015. By end of October,2015
Results for quarter ending December 31,2015 By end of January, 2016,
Audited Annual Results for year ended March 31st, 2016 By end of May 2016.
Book Closure Date 24.09.2015 to 30.09.2015 (both days Inclusive)
Dividend Payment Date
Listing of Equity on Shares Stock Exchange at
Trading Symbol at Mumbai Stock Exch. -511391
The Company's Shares are liquid on BSE.
The Company's shares are hardly traded. Around 15 transfers, 4 Duplicates, 9 change of address & 1 transmission were received during the year.
Registrar and Transfer Agents
Niche Technologies Pvt. Ltd.
71, B.R.B Road, Kolkata - 700 001, Ph-033 2234 3576,22357270/71, Fax: 033 2215 6823
Share Transfer System
Presently. The share transfers which are received in physical form are processed and the share certificates returned within a period of 10 to 15 days from the date of receipt, subject to the documents being valid and complete in all respects.
Not applicable since this is an NBFC
Necessary system has been put in place in order to attend with promptness any grievances or queries by the Shareholders.
There are no pending investor grievances pending as on 31st March, 2015.
Reconciliation of Share Capital Audit Report As stipulated by SEBI, a qualified Practicing Company Secretary carries out an audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depositories Services (India) Limited (CDSL) and the total issued and listed capital. The audit is carried out every quarter and the report submitted to the concerned Stock Exchange. The audit confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialized form (held in NSDL and CDSL) and total number of shares in physical form.
Compliance Officer Miss Puja Jain
Company Secretary ACS38570
6B, Bentinck Street, Aloka House, 1st Floor, Kolkata- 700 001 Tel: 033-22621971, Email: firstname.lastname@example.org
National Securities Depositories Limited
Trade World, A Wing, 4th & 5th Floor Kamala Mills Compound, Senapati Bapat Marg Lower Parel, Mumbai - 400 013
Telephone No. 022-2499-4200
Email: email@example.com Website: www.nsdl.co.in
Central Depositories Services (India) Limited
Phiroze Jeejeebhoy Towers17th Floor, Dalal Street, Fort, Mumbai - 400 001 Telephone No.: 022-2272-3333 Email: firstname.lastname@example.org Website: www.cdslindia.com