CORPORATE GOVERNANCE REPORT:
(a) Company Philosophy:
The Company believes that good corporate governance practice should be enshrined in all activities of the Company. This would ensure efficient conduct of the affairs of the Company. The Company's philosophy on corporate governance envisages the attainment of high level of transparency in the functioning of the Company and conduct of its business internally and externally with emphasis on various compliances.
The Company is under the management of the Special Committee appointed by the Hon'ble High Court of Bombay vide Order dated 12th March, 2004 instead of Official Liquidator in Company Petition No. 1017/2002, Company Application No. 231/2004. The Special Committee is headed by Justice Shri V.R.Datar (Retd. Judge of High Court, Bombay), as Chairman of the Committee, Shri S.C.Malhotra-I.P.S. (Retd. DGP of Maharashtra), as member of the Committee and Shri P.K.Bansal - I.P.S (Retd. DGP of Gujarat), as member of the Committee. Further, by order dated 12th April, 2004 of the Hon'ble High Court of Bombay, the Board of Directors and Company Secretary are directed to work under the superintendence of Special Committee functioning under the aegis of the High Court of Bombay. Therefore, decisions of all nature, day to day functioning are taken under the approval and superintendence of the Special Committee.
The objective of the Company is to focus on generating funds from debtors and pay to the secured and unsecured creditors of the Company as per the settlement reached with them and/or as per the scheme to be framed from time to time under directions of the Hon'ble High Court of Bombay and on the basis of availability of funds.
Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in the Listing Agreement.
The Special Committee has addressed to all class of creditors i.e. Banks and Financial Institutions, Debenture Holders and Fixed deposit holders by formulating scheme for repayment based on the availability of funds from the debtors of the Company.
(b) The Board of Directors:
The Board of Directors comprises of a Managing Director and 2 (two) Non-Executive Independent Directors.
The Special Committee gave the direction that though the Special Committee has been appointed by the Hon'ble High Court of Bombay instead of appointing the Official Liquidator, the Board must exist. The Board shall function with the same Directors & Managing Director. The Board is, therefore, functioning as per the direction given by the Special Committee and the meeting of the Board, Audit Committee, Investor Grievance Committee etc. is being conducted with the direction and approval of the Special Committee.
During the year four Board meetings were held on 16th May, 2012, 20th July, 2012, 09th November, 2012 and 12th February, 2013.
Ms. Rinku R. Gadani, the Company Secretary acts as the Secretary to the Board Meetings.
None of the Directors of the Company are neither members of more than Ten Committees of Board nor Chairman of more than Five Committees across all Companies in which they are Directors.
(c) Audit Committee:
The Audit Committee constituted by the Company consists of three Directors with two Non-Executive Independent Directors:
Mr. Basant Bhoruka - Chairman, Non-Executive Independent Director
Mr. P.C.Soni - Non-Executive Independent Director
Mr. Pankaj R Desai - Managing Director
During the year four Audit Committee meetings were held on 16th May, 2012, 20th July, 2012, 09th November, 2012 and 12th February, 2013 respectively.
The terms of reference of the Audit Committee include, overseeing of the Company's financial reporting process, recommending the appointment and removal of the external auditors, fixation of the audit fees with management, the annual financial statements, the adequacy of internal control systems, internal audit function, reviewing the company's financial and risk management policies, review of the expenses vis-a-vis budget, repayment of F.D. as per the direction of the Special Committee and the Hon'ble High Court, Bombay, report on compliances with statutory requirements, reviewing compliances as regards the Company's Whistle Blower Policy etc. The Audit Committee reviews the adequacy of internal control systems etc. as mentioned in the scope and powers of the Audit Committee in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.
The minutes of the Audit Committee are circulated to the Board, discussed and taken note of at the Board Meeting. Ms.Rinku R Gadani, the Company Secretary acts as the Secretary to the Audit Committee.
(d) Share/ Investor Grievance Committee
The Share/Investor Grievance Committee meet monthly for approval of Share Transfer/issue of duplicate shares/replacements, etc.
The Committee is constituted by Mr.Basant Bhoruka, Mr.P.C. Soni and Mr.Pankaj Desai.
The Committee monitors transfers, transmissions, splitting and consolidation of shares, complaints/queries from shareholders/investors etc. and redressal of complaints / queries.
The Board has designated Ms.Rinku R Gadani, Company Secretary as Compliance Officer.
(e) Details of Remuneration of Directors
The remuneration of the Managing Director of the Company is approved by the Special Committee appointed by the Hon'ble High Court of Bombay and Board of Directors within the limits of the Act and approved by the Shareholders in the general meeting held on 27/05/2011. The Government of India, Ministry of Corporate Affairs vide letter dated 26/12/2011 approved the re-appointment of Shri Pankaj R. Desai as Managing Director for a period of five years w.e.f. 1/11/2011 u/s 269, 198/309, 310, 387 and 637AA of the Companies Act, 1956.
The Non-executive Directors are paid sitting fees of Rs.500/- for each meeting of the Board and Committee attended by them.
(i) Disclosure on materially significant related party transaction i.e. transactions of the Company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflicts with the interest of the Company at large.
There are no such transactions during the year.
(ii) Details of non-compliance by the Company, penalties strictures imposed on the Company by stock exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
There are no penalties or strictures imposed on the company by stock exchanges or SEBI or any statutory authority on any matter related to capital markets.
(iii) Disclosure of Directors seeking appointment / re-appointment
The details pertaining to Directors seeking re-appointment are furnished in the notice to members.
(iv) Secretarial Audit
A qualified practicing Company Secretary carried out a secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The secretarial audit report confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
Whistle Blower Policy and affirmation that no personnel has been denied access to the audit committee:
No personnel has been denied access to the audit committee and Special Committee.
Details of Companies with mandatory requirements and adoption of the non -mandatory requirements of this clause:
The Company has complied with all the mandatory requirements. As regards the non - mandatory requirements, they are complied with to the maximum extent.
Pursuant to the orders of Hon'ble High Court of Bombay, the Special Committee is appointed to manage affairs of the Company and the Directors are required to function under superintendence of the Special Committee.
(g) CEO CERTIFICATION
As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Managing Director of the Company has certified to the Board in compliance with the Clause 49 (V) regarding CEO certification.
(h) Means of Communication
a) The Board of Directors of the Company with the permission of the Special Committee approves and takes on record the quarterly and half yearly financial results in the proforma prescribed by Clause 41 of the Listing Agreement within 45 (forty five) days of the close of the respective period and yearly audited financial results within 60 (sixty) days from close of the financial year.
b) The quarterly and half-yearly unaudited financial results were published in Free Press Journal & Navashakti newspapers.
c) The Company has created an e-mail address, pursuant to Clause 47(F) of the Listing Agreement, for accepting investor's grievance on email@example.com
d) The Company's financial results and official news releases are displayed on the Company's website www.lloydsfinance.in
(i) Code of Conduct
Lloyds Finance Limited has well defined policy framework which lays down procedure to be adhered to by all Board Members and Senior Management for ethical professional conduct. The Code outlines fundamental ethical considerations as well as specified considerations that need to be maintained for professional conduct. The Annual Report contains the declaration to this effect that the Code of Conduct has been complied by the Board Members and Senior Management. The Code of Conduct is also posted on the website of the Company www.lloydsfinance.in.
(j) General Shareholder Information
(I) Annual General Meeting
Date: 28th June, 2013
Venue: 'ORCHID', 1st floor, Centre 1, MVIRDC, World Trade Centre, Cuffe Parade, Mumbai - 400 005.
(II) Results for quarter ending 30.06.2013: On or before 15th August, 2013
Results for quarter ending 30.09.2013: On or before 15th November, 2013
Results for quarter ending 31.12.2013: On or before 15th February, 2014
Audited Results for financial year 2013-14: On or before 30th May, 2014
(III) Book Closure Date
22nd June, 2013 to 28th June, 2013 (both days inclusive)
(IV) Dividend Payment Date
(V) Listing of Equity Shares on Stock Exchanges and payment of Listing Fee
Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
National Stock Exchange of India Limited (NSE)
"Exchange Plaza", Bandra-Kurla Complex, Bandra (E), Mumbai 400 051
Annual listing fee for the year 2013-14 (as applicable) has been paid by the Company to BSE and NSE.
(VI) Stock Code
a) Trading Script/Symbol at
Bombay Stock Exchange: 507870
National Stock Exchange: Lloydfin
b) Demat ISIN Number in NSDL & CDSL: INE174A01015
(VII) Registrar and Transfer Agents
(share transfer and communication regarding share certificate, dividends and change of address)
Bigshare Services Pvt. Ltd.
E-2/3, Ansa Industrial Estate, Saki-Vihar Road, Saki Naka, Andheri (East), Mumbai-400 072
Tel: 4043 0200 / 299
Fax: 2847 5207
(VIII) Share Transfer System
Share transfer requests are registered within an average period of 15 to 20 days from the date of receipt. The Board has delegated the authority for approving transfer etc. of the Company's Securities to the Shareholders/Investor Grievance Committee. A summary of transfer etc. of Securities of the Company so approved by the said Committee is placed at the quarterly Board meetings.
The Company obtains from a Company Secretary in practice, half yearly certificate of compliance with the share transfer formalities as required under Clause 47 (C) of the Listing Agreement with the Stock Exchange and files a copy of the certificate with the Stock Exchange.
(IX) Dematerialization of Shares
Over 76.74% of the outstanding shares have been dematerialized upto 31st March, 2013. Trading in Equity Shares of the Company is permitted only in dematerialized form as per notification issued by the Securities and Exchange Board of India.
(X) Outstanding Warrants and convertible Bonds, conversion date and likely impact on the Equity
(XI) Investor Correspondence
For transfer / dematerialization of shares, payment of dividend on shares, and any other query relating to the Shares of the Company:
Bigshare Services Pvt. Ltd.
E-2/3, Ansa Industrial Estate, Saki-Vihar Road, Saki Naka, Andheri (East), Mumbai - 400 072
Phone: 4043 0200 / 299