CORPORATE GOVERNANCE REPORT - 2013 - 14
Libord Finance Ltd. believes in good Corporate Governance, which results in corporate excellence and attaining maximum level of transparency, disclosures, accountability and equity in all its interaction with its Shareholders. Your Company continued to recognize the importance of Corporate Governance to ensure fairness to the Shareholders. Corporate Governance envisages disclosures on various facets of Company's operations to achieve corporate excellence. The Company continued to share with you from time to time various information through public notices, press releases and through the Annual Reports. In addition, we give below the information on areas covered under Corporate Governance.
I In terms of the Company's Corporate Governance Policy, all statutory and other significant and material information are placed before the Board.
As on 31st March 2014, the Board of Directors of your Company consisted of five directors. (a)
(b) Details of Board meeting held during the year 2013 - 14. Dates of meeting 30.05.2013 29.07.2013 01.10.2013 28.10.2013 24.01.2014
II. Audit Committee
The Audit committee of the Company continued to perform the functions of the Audit Committee under the Companies Act as well as Audit Committee under the listing agreement. As on 31.03.2014 the Audit committee consisted of 3 Directors - Mr. Lalit Kumar Dangi , Mr. V H Pandya & Mr. Romil Y. Choksey. During the year the committee met four times on 30.05.2014, 29.07.2013, 28.10.2013 & 24.01.2014.
III. Remuneration Committee
Remuneration committee is constituted. Mr. Lalit Kumar Dangi & Mr. Nawal Agrawal are the members of the committee. The committee met 2 times in the year.
IV. Shareholders Committee / Transfer Committee
(a) Shareholders Committee consists of two Directors. Dr. (Mrs.) Vandna Lalit Dangi & Mr. Nawal Agrawal. The Committee looks into the redressal of shareholder's & investor's complaints like transfer of shares, non receipt of Annual Report etc. During the year the committee met 16 times.
(b) Transfer Committee: Mr. Lalit Kumar Dangi Director monitors the activities of Registrar & transfer Agent & looks after the issues relating to shareholders. Share transfers / transmissions are approved by a sub - committee.
(c) Dr. (Mrs.) Vandna Lalit Dangi is the Compliance Officer in terms of the Requirement of the Stock Exchange.
(d) The Company has 12222 shareholders. The Company regularly interacts with the shareholders through letters and at the AGM wherein the activities of the Company, its performance, its future plans are provided for the information of the shareholders. The quarterly results are published in the newspapers.
During the year 2013-14 & 2012-13, no investor's complaints were received. The Company has also been taking all steps to ensure that shareholders related activities are given due priority and matters are resolved at the earliest.
(a) There were no material transactions with directors or the management or their relatives having potential conflict with the interest of the Company at large.
(b) There have been no instances of non compliance by the Company, Penalty / Strictures / imposed on the Company by the Stock Exchange or SEBI or any Statutory Authorities on any matter related to Capital Market during the last three years.
II. MEANS OF COMMUNICATION
Your directors take on record the unaudited Financial Results, in the Prescribed Form every quarter & half years and announce the results to the listed Stock Exchange. The same are published within 48 hours, in the newspapers namely the Free Press Journal and Navshakti. The Company also issues news releases on significant Corporate decisions and activities.
VII. INFORMATION REQUIRED UNDER CLAUSE 49 IV (G) OF THE LISTING AGREEMENT WITH RESPECT TO THE DIRECTORS RETIRING BY ROTATION AND SEEKING REAPPOINTMENT/ DIRECTORS SOUGHT TO BE APPOINTED IS AS UNDER :
At the ensuing Annual General Meeting, Mr.V.H. Pandya, and Mr. Lalit Kumar Dangi, Directors of the Company, retire by rotation and being eligible, seek re-appointment. In compliance with provision of Section 149 read with Schedule IV of the Company Act, 2013, the appointment of Mr.Romil Y. Choksey as an Independent Director, for a term of five (5) years, is being place before the Shareholders for approval.
Mr. V. H. Pandya is Ex-Senior Executive Director of Securities & Exchange Board of India. He has vast experience in the fields of Capital Markets & Regulatory Compliance. His qualifications include B.A. LLB., CAIIB. He is also director in GlC Asset Management Company.
Mr. Lalit Kumar Dangi is a Gold Medalist Chartered Accountant. His other qualifications are A.C.S., Grad C.W.A. and B.Com. He has over 30 Years of Experience in the fields of Capital & Financial Markets. He is director in Libord Securities Ltd., Libord Advisors Pvt. Ltd., Libord Consultants Ltd., Libord Stock Brokers Pvt. Ltd., Libord Commodity Future Pvt. Ltd., Libord Exports Pvt. Ltd. & Libord Assets Reconstruction Company Pvt. Ltd.
Mr. Romil M Choksey is a Bachelor in Business Administration with expertise in the field of financial markets and business environment. He has over 5 years of experience in the area of his specialization. He is not a director in any other company.
VIII. GENERAL INFORMATION TO SHAREHOLDERS
a) Number of AGM: 20th
Day & time :26th September 2014 at 10.00 a.m.
Venue :104, M.K. Bhavan, 300 Shahid Bhagat Singh Road, Fort, Mumbai - 400 001
24th September, 2014 to 25th September, 2014
(b) Financial year:
April to March
Your Company's shares are listed on The Bombay Stock Exchange Ltd, P. J. Towers, Dalal Street, Mumbai - 23. The Company has paid Listing Fees of the Bombay Stock Exchange, Mumbai upto 2014 - 15.
(c) Code Number
Name of Stock Exchange -Bombay Stock Exchange
Stock Code -511593
Trade Symbol -LIBORD
ISN No for Dematerialized Shares INE212B01011
(d) Registrar & Transfer Agent.
Sharex Dynamic (India) Ltd. -
Unit No. 1, Luthra Industrial Premises, Safed Pool, Andheri Kural Road, Andheri (East),Mumbai - 400 072.
(e) Dematerialization of shares & liquidity: -
62,21,800 Shares have been dematerialized as on 31.03.2014.
f) The Corporate Identity Number (CIN) of the Company, as allotted by Ministry of Corporate Affairs is L65990MH1994PLC077482
g) The Managing Director of the Company has certified to the Board in the manner required under the corporate governance code concerning the Annual Financial Statements.
h) The Company has not issued any GDR / ADR / Convertible instruments.
i) Address for Correspondence: 104, M. K. Bhavan, 300, Shahid Bhagat Singh Road, Fort Market, Fort, Mumbai 400 001. Phone No: 22658108 / 09 / 10 Fax No: 22662520
Email Id: firstname.lastname@example.org Website : www.libord.com
For and on Behalf of the Board
Dr. (Mrs.) Vandna Lalit Dangi
Date : 26.05.2014