1. Company's Philosophy on Code of Governance:
The Company is now, no doubt, in operational limbo. Notwithstanding that it is steadfastly following the good Corporate Governance practices based on transparency, professionalism and accountability for the benefit of its stakeholders and the society at large. It has also compiled with all the relevant regulatory guidelines framed by the various authorities on the subject.
2. Board of Directors:
The Board consists of five Directors, of which only the Managing Director on deputation from the State Bank of India is the whole-time Director. The part time Chairman of the Company is a Non-Executive Director, appointed by the State Bank of- India. Of the 5 Directors, 2 are Independent Directors. The Non-Executive Directors are eminent professionals having vast experience in Business / Industry and composition of the Board conform to the requirement of the Corporate Governance Code of the Listing Agreement with Stock Exchanges.
The Board meetings are held at the Registered Office of the Company situated in Kolkata. The Board of Directors meets as often as is required. The agenda papers are prepared and circulated to them in advance.
The members of the Board have access to all the information relating to"the Company and are free to suggest/ recommend any matter(s) for the efficient governance of the Company.
3. Audit Committee:
The Audit Committee consists of qualified, experienced and professional Directors having knowledge in Finance, Accounts, Banking, Company Law and other related subjects. The Committee has 3 Directors as members, of which 2 are Independent Directors and the remaining member is a Non Executive Director. All the members of the Committee are not only financially literate but also well qualified in the line. One of the two Independent Directors who is a Chartered Accountant is the Chairman of the Committee. The other one Accountant and the Non Executive Director is a retired Dy. Managing Director of SBI.
ii) Role Responsibilities of the Committee
a) Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial • statements are correct, sufficient and credible.
b) Recommending to the Board the appointment, re- appointment and if required the replacement or removal of the Statutory Auditors and the fixation of Audit fees.
c) Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors
d) Reviewing with the Management the annual / quarterly financial statements before submission to the Board for approval.
e) Reviewing with the Management, performance of Statutory Auditors and adequacy of internal control systems.
f) Reviewing the adequacy of Internal Audit function.
g) Discussion with Statutory Auditors before the Audit commences and the nature and scope of Audit as well as post audit discussion to ascertain any area of concern.
iii) Review of information by Audit Committee
The Audit Committee mandatorily reviewed the following information:
i. Management Discussion and Analysis of financial condition and results of operations;
ii. Significant related party transactions;
iii. Management letters/letters of internal control weaknesses issued by the Statutory Auditors;
iv. Internal control weaknesses, if any.
v) Subsidiary Companies
The Company does not have any subsidiary .Company.
5. Shareholders' / Investors' Grievance Committee:
The Shareholders' / Investors' Grievance Committee headed by the Chairman of the Company met at regular intervals, specifically looked into the various aspects of Shareholders' and Investors' grievances and took immediate steps for the redress thereof. The committee also oversaw the performance of the Registrar and Transfer Agents.
As per the extant guidelines of SEBI an exclusive email ID under the name and style of (ho.sbihfl ©yahoo.co.in)' has been designated for enabling the Investors to register their Complaints.
Details of the position of complaints received and disposal thereof during the year are given below:
i. Number of Shareholders complaints received during the year -11
ii. Number of complaints not solved to the satisfaction of Shareholders - Nil
Special Resolutions: A Special Resolution was passed in each of the 3 previous AGMs u/s 224A of the Companies Act 1956 for appointment of Auditors, as more than 25% of the paid up share capital of the Company is held by Bank and Public Financial Institutions.
Postal Ballots: - No special resolutions were passed through' postal ballot in the last Annual General Meeting. There is no proposal to pass any special resolution, which requires passing by postal ballot in the forthcoming Annual General Meeting of the Company. K ' '
7. Disclosures: -
a) Related party transactions
The Company did not enter into transactions of materially significant nature with its.promoters, the directors or the management, their subsidiaries or relatives etc., which have potential conflict with the interest of the Company at large.
The transactions with related party are disclosed under item no. 16 of the Schedule No. 13 (Notes to the Accounts).
b) Non compliances, if any
The Company complied with the requirements of Stock Exchanges, SEBI and other statutory authorities in respect of all matters relating to capital market during the last three years and no penalties or strictures were imposed on the Company by them during this period. However, the position regarding cancellation of the Certificate of Registration issued to the Company by NHB and suspension of trading in Company's shares in CSE, NSE and BSE continues as heretofore.
c) Accounting treatment
In preparation of the financial statements, the Company has not followed a treatment different from that prescribed in accounting standard.
d) Risk Management
In view of the stoppage of business operations and the loss of Company's status as a going concern from 200304, the Company was not exposed to external business and market risks. The volume of funds at the disposal of the Company are definite and hence the interest earnings thereon for temporary periods are easily ascertainable. Since the nature and magnitude of risk involved in the management of the resources was predictable and as the possibility of unusual fluctuations of expenses was generally ruled out, no special steps for managing risk was considered necessary. The systemic risks procedure, however, is in place through internal control and checks and balances.
e) Proceeds from public issues, rights issues, preferential' issues etc.
During the financial year under review, no money was raised through public issues, rights issues or preferential issues.
f) Compliance with Mandatory / Non- Mandatory Requirements
The Company has complied with all the mandatory requirements of clause 49 of the Listing Agreement with the Stock Exchanges. The position regarding compliance of non-mandatory requirements is as below:
i) The Board: The chairman of the Company is a part time Non - Executive Chairman appointed by the State Bank of India as per Article 93 of the Articles of Association of the Company. The Chairman's office is being maintained at the Company's expense. No Independent Director is appointed for a period of more than nine years in the aggregate on the Board of the Company.
ii) Remuneration Committee: There are no Executive Directors in the Company other than the Managing Director, who is nominated by the State Bank of India, as per Article 102A of the Articles of Association of the Company. His remuneration package is as per State Bank of India Officers Service Rules as applicable to the Senior Management Grade. Hence the remuneration committee is not required to determine any remuneration package.
iii) Shareholders right: No half yearly results including summary of significant events, were sent to shareholders of the Company during the year. However, material developments, if any, were published in the newspapers along with quarterly results.
iv) Audit qualifications: The Company stopped its commercial operations and is not a going concern. It is now left with only maintenance function and is striving to move towards a regime of unqualified financial statements.
v) Others: It was felt that adoption of the other non-mandatory steps such as Training of Board Members, Mechanism for evaluating Non-Executive Board members were not necessary because of the fact that the Company had ceased to be an operational entity.
vi) Whistle Blower Policy. In the absence of employees on the rolls of the Company, there has been no separate Whistle Blower Policy but no person is denied access to the Audit Committee.
8. CEQ Certification:
Certificate in terms of clause 49 V of the Listing Agreement with the Stock Exchanges issued by Shri G. I. Mondal, Managing Director of the Company, for the financial year ended 31st March 2008 was placed before the Board of Directors of the Company in its meeting held on 18th April 2008.
9. Means of Communication:
i. As the results of the Company are published in the newspapers, no quarterly reports are sent to Individual Shareholders.
ii. The quarterly results are generally published in 'The Asian Age"/ "Financial Express" and "Aajkal".
iii. The Company is not maintaining any website.
iv. No presentations were made to the Institutional Investors / Analysts during the year under review.
v. The Management Discussion & Analysis Report forms a part of this Annual Report.
10. General shareholders Information:
i. The Annual General meeting of the Company is proposed to be held on on Friday the 22nd day of August 2008 at Gyan Manch Education Society, 11 Pretoria Street, Kolkata 700 071 Kolkata at 11:00 a.m.
Book Closure date :- 14th August 2008 to 22ndAugust 2008 (both days inclusive).
Dividend Payment Date :- N.A.
Listing on Stock Exchanges :-
i) The Stock Exchange, Mumbai
ii) The National Stock Exchange of India Ltd.
iii)The Calcutta Stock Exchange Association Ltd.
The Company paid the listing fees to the Stock Exchanges for the financial year 2007-08.
Registrar and transfer Agents :-
C.B. Management Services Private Ltd. P- 22 , Bondel Road , (5th Floor) Kolkata-700 019.
Share Transfer System :-
All the share transfers received are processed and approved by the Share Transfer Committee.
Dematerialization of Shares and liquidity :- 90.09%
Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity :- NIL
Plant locations :- N.A.
Address for Correspondence :-
SBI HOME FINANCE LIMITED
4th Floor, SBI Ballygunge Branch Premises 50A, Gariahat Road Kolkata-700 019 Email ID: firstname.lastname@example.org <mailto:email@example.com>
Market Price Data:
The trading in the Company's shares was suspended by CSE/BSE/NSE w.e.f., 5th October 2005. Hence, the Company does not have any information on monthly high and low quotations of shares during the period 1st April, 2007 to 31st March, 2008.
For S. N. Mukherji & Co.
Sudip K. Mukherji
(Membership No. 13321)
Date :16th July, 2008