1. Company's Philosophy on Corporate Governance:
The Company believes in setting the highest standard of good and ethical corporate governance practices to enhance the long-term shareholder value and protect the interest of shareholders, customers and all the stakeholders.
The main objectives of Corporate Governance are:
1 Maximizing long-term shareholder value in a legal and ethical manner.
2 Ensuring fairness, courtesy and dignity in all transactions within and outside the Bank with customers, investors, employees, competitors, government and the general public.
3 Open, transparent and merit-based management.
The Company is committed to following high standards of transparency and accountability. The Company has formed various committees of the Board of Directors to monitor the various aspects of the business.
2. Board of Directors:
Composition of the Board of Directors:
The Board of Directors of the Company as on 31st March, 2015 consists of five directors out of which three (3) are Independent Non-Executive Directors and two (2) are Executive & Non-Independent Directors.
? Information placed before the Board of Directors:
The Company circulates along with Notice of the Board Meeting, a detailed Agenda which, inter alia, contain following items, as and when applicable:
a. Review of annual business plans of the business, capital budgets, and updates,
b. Quarterly (including periodic) results of the Company,
c. Materially important show cause, demand, prosecution and penalty notices, if any.
d. Fatal or serious accidents or dangerous occurrences,
e. Any material significant effluent or pollution problems,
f. Any issue which involves possible public or product liability claims of a substantial nature.
g. Significant development in the human resources and industrial relations fronts,
h. Status of compliance with all regulatory, statutory and material contractual requirements.
i. Minutes of Board Meetings of Unlisted Subsidiaries
The Board of Rajath Finance Limited is routinely presented with all information under the above heads whenever applicable and materially significant. These are submitted either as part of the agenda papers well in advance of the Board meetings or are tabled in the course of the Board Meetings.
1. Materially significant related party transactions:
As per Accounting Standard 18, issued by ICAI, the disclosure of transactions with the related parties as defined in the Accounting Standard are provided in Note No. 24 of the attached financial statements.
2. Composition of Various Committees:-
? AUDIT COMMITTEE:
The Company has set up Audit Committee of three Directors - Shri Ketan Dhulesia, Dr. K K Khakhar and Mr. Bhavdeep Vala. Dr K K Khakhar, an expert in economics, acted as the Chairman of the Audit.
Terms of Reference:
The terms of reference as stipulated by the Board to the Audit Committee are, as contained in the Clause 49 of the Listing Agreement are as follows:
1) Oversight of the Company's financial reporting process and the disclosure of its financial information,
2) Review of Company's financial and risk management policies,
3) Review of accounting and financial policies and practices,
4) Review of internal control and internal audit systems,
5) Discussion with the Statutory Auditors on any significant findings and follow-up thereon.
6) Reviewing the Company's financial statements and risk management policies.
NOMINATION AND REMUNERATION COMMITTEE:
(The Company has renamed the name of "Remuneration Committee" to "Nomination and Remuneration Committee" to bring in line with provisions of 2013 Act and amended Clause 49 of listing agreement) Composition
The Company has set up Remuneration Committee of three Directors - Dr. K K Khakhar, Shri Ketan Dhulesia and Shri Bhavdeep Vala. Dr. Khakhhar has acted as the Chairman of the Remuneration Committee.
? SHAREHOLDERS' GRIEVANCE COMMITTEE
a) Terms of Reference:
The Committee has been given responsibility to look after complaints, if any, of investors to redress the same expeditiously. The Committee also approves requests for issue of duplicate share certificates, splitting/consolidation of share certificates, transfer and transmission of shares etc.
The Committee comprises of Dr. K K Khakhar, Shri Ketan Dhulesia. And Shri Bhavdeep Vala, Shri Ketan Dhulesia is the Chairman of the Committee. c) The Committee has resolved almost all complaints received during the financial year and there are not investor complaints pending to be resolved as on 31st March, 201 5.
1. Communication to Shareholders:
The quarterly results of the Company are published in any two of leading newspapers of Gujarati and English language.
3. Shareholder information
? REGISTERED OFFICE ADDRES: M/s. Rajath Finance Limited, 208 - 21 5, Star Plaza, Phulchhab Chowk, Rajkot - 360 001
? ANNUAL GENERAL MEETING
The 30th Annual General Meeting (AGM) of the Company will be held on Friday, 25th September, 2015 at 11:00 A.M. at Registered Office of the Company, 208 - 215 Star Plaza, Phulchhab Chowk, Rajkot - 360 001
? FINANCIAL CALENDAR
1. Annual General Meeting : 25th September, 201 5
2. Results for Quarter ending 30th June, 201 5: 1st/ 2nd week of August, 201 5
3. Results for Quarter ending 30th Sept, 2014: 1st / 2nd week of November, 201 5
4. Results for Quarter ending 31st Dec, 2014 : 1st / 2nd week of February, 201 5
5. Results for year 31st March, 2016 : Last week of May, 201 6
? DATES OF BOOK CLOSURE
The Company's transfer books will be closed from Saturday, 19th September, 2015 to Thursday, 24th September, 2015 (both days inclusive) for the purpose of Annual General Meeting.
? STOCK EXCHANGE LISTING:
The Company's shares are presently listed on the BSE Ltd., Mumbai. The Company has already passed Resolution for delisting of its Securities from the Ahmedabad Stock Exchange Ltd. (ASE), Ahmedabad and the said securities of Rajath Finance Ltd. are removed from the list of the Exchange w.e.f. 22/07/201 3 vide ASEL letter bearing No. ASEL/2013-14/392 dtd. 22.07.2013 and the Company have already passed the resolution for delisting of securities from Saurashtra Kutch Stock Exchange Ltd. (SKSE), Rajkot. Further, SEBI has, vide order dated 6th July, 2007, withdrawn recognition of SKSE.
? STOCK CODE:
BSE Ltd. 507962
ISIN INE455H0101 3
? REGISTRAR AND TRANSFER AGENTS
The Company has appointed Registrar and Transfer Agent, the name and address is as follow:
LINK INTIME INDIA PVT. LTD.
Unit No. 303, 3rd Floor, Shoppers Plaza V,
Opp. Municipal Market, B/h. Shoppers Plaza Off. C G Road, Ahmedabad - 380 009
Tele No. 079 - 26465179
? SHARE TRANSFER SYSTEM
The processing activities with respect to requests received for share transfer are normally completed within 15 working days from the date of request.
? DEMATERIALIZATION OF SHARES
The Company had signed agreement with National Securities Depositories Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL) to offer depository services to its shareholders. As on 31st March, 201 5, total 38,81,232 (97.69 %) of total paid up share capital of the Company) equity shares have been dematerialized. Members are requested to dematerialize their shares as early as possible, if not yet dematerialized, so as to get benefits of electronic & paperless equity shares.
Shareholders seeking any information/solution of any problem of query related to shares, share transfer; dematerialization of shares etc. may kindly contact the Registrar and Transfer Agent of the Company.
ADDRESS FOR CORRESPONDENCE:
Company’s Registered Office
Rajath Finance Limited
208 - 215, Star Plaza,Phulchhab Chowk,Rajkot-360 001
Share Transfer Agent
Rajath Finance Limited
LINK INTIME INDIA PVT. LTD.
Unit No. 303, 3rd Floor,
Shoppers Plaza V Opp. Municipal Market B/h. Shoppers Plaza
Off. C G Road, Ahmedabad – 380009 Tele No. 079-26465179
By Order of the Board of Directors
For, RAJATH FINANCE LIMITED,
HITESH BAGDAI) MANAGING DIRECTOR(DIN: 00575732)
(BHAVDEEP VALA) DIRECTOR (DIN: 001 53775)