REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY:
The Company is committed to attain the highest standard of Corporate Governance by placing emphasis on transparency, professionalism, accountability, integrity and to promote ethical conduct throughout the organization with the main object to enhance the value of all stakeholders namely shareholders, customers, creditors, employees and bankers.
2. BOARD OF DIRECTORS:
In terms of the Company's Corporate Governance Policy, all statutory and other significant and material information are placed before the Board of Directors to enable it to discharge its responsibilities of strategic supervision of the Company as trustees of the Shareholders.
The Board of Directors of the Company comprises of eminently qualified Non-Executive Directors. The total number of Directors of the Company as on 31st March, 2012 was five.
2.2 Board Meetings:
Dates of Board Meetings are fixed in advance and agenda papers are circulated to Directors at least Seven days before the meeting.
Meetings and Attendance:
During the financial year ended 31st March, 2012 Four Meetings of the Board of Directors were held on 30th June, 2011, 5th August,2011, 2nd December, 2011, and 20th January, 2012.
3. Committee of the Board of Directors
The Company is having a Committee of the Board of Directors, duly constituted by the Board of Directors, for last several years to supervise smooth functioning of the day to day operations of the Company and some of the major powers/authorities delegated to the said Committee.
The Committee of the Board of Directors as on 31st March, 2012, were comprised of Sarbashri Basab Roy and Kalyan Roy. Meetings of such Committee are held as and when necessary.
During the financial year ended 31st March, 2012, meetings of the Committee were held on 20th April, 2011, 10th August, 2011, 1st November, 2011, 3rd November, 2011 and 11th November, 2011. Minutes of the proceedings of each of Committee Meetings are placed before the Board for its perusal and noting.
4. Audit Committee:
(a) The Audit Committee as on 31st March, 2012, consist of Sarbashri Basab Roy, A.N. Bhattacharyya and Kalyan Roy, Non-Executive Directors.
(b) During the financial year ended 31st March, 2012, four meetings of the Audit Committee held on 1st August, 2011, 10th November, 2011, 19th January, 2012 and 30th March, 2012.
5. Remuneration Committee:
The need for constitution of a Remuneration Committee is not felt by the Company in view of the fact that all the Directors are non-executive Directors. Due to the prevailing critical financial condition of the Company, all the Directors have decided to waive their rights to receive the fees for attending the meetings of the Board of Directors and the Committee thereof.
6. Shareholders Grievance Redressal Committee:
The matters relating to, redressal of shareholders' complaints viz transfer/transmission of shares, non-receipt of copy of Annual Report etc are being looked after by the Committee of the Board of Directors as mentioned under paragraph 3 of this Report. 5 (five) complaints were received from the shareholders during the year 2011-12 and all of them have been attended to.
There is no complaint lying pending.
Number of shares pending transfer as on 31st March, 2012 was: Nil.
Shri Philip Matthews is the Compliance Officer of the Company.
7. CODE OF CONDUCT:
The Code of Conduct for the Directors and the Employees of the Company has been laid down by the Board and the same is posted on the website of the Company.
There were no transactions of material nature with its promoters, the Directors or their relatives etc. that may have potential conflict with the interests of the Company at large.
There were no instance of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to Capital markets, during the last three years.
9. GENERAL INFORMATION FOR SHAREHOLDERS:
CIN of the Company - L65910WB1918PLC001026
REGISTRATION NO.: 021-001026
Corporate and Registered Office: 'Yule House', 8, Dr. Rajendra Prasad Sarani, Kolkata - 700 001
Tel: 2242-8210, 2242-8550
E-mail: email@example.com / firstname.lastname@example.org
Date of Annual General Meeting (AGM), Date, Time and venue
20th September, 2012 at 11-00 a.m. Auditorium of the Bengal National Chamber of Commerce & Industry, 'BNCCI HOUSE', 23, Sir R.N. Mukherjee Road, Kolkata-700 001.
Financial Calendar: April to March
Date of Book Closure: From 14th September, 2012 to 20th September, 2012 (both days inclusive.)
Listing on Stock Exchange
The Calcutta Stock Exchange Association Ltd.
The Stock Exchange, Mumbai
The Chennai Stock Exchange Association Ltd.
The Stock Exchange, Ahmedabad.
Registrar and Transfer Agents (for: both Physical and Dematerialised Shares)
77/2A, Hazra Road, 3rd & 5th Floor, Kolkata-700 029
Phone: 2476-7350 / 54, 2454-1892 / 93
Share Transfer System
Transfer of shares in physical form are registered and despatched within 30 days from the date of their receipt in case documents are complete in all respects. The Committee of the Board of Directors is empowered to approve transfers.
Share Transferred during the year:
Total number of Shares transferred in physical form during the year was 2701 Shares (Previous year - 5000 Shares]
Dematerialisation of Shares:
40.88% Equity Shares have been dematerialised upto 31st March, 2012 and held with National Securities Depositories Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL).
ISIN: INE 490C01011.
Address for Correspondence:
Shareholder's Correspondence should be addressed to:-
YULE FINANCING AND LEASING COMPANY LIMITED, Share Department
8, Dr. Rajendra Prasad Sarani, Kolkata-700 001
E-mail: email@example.com / firstname.lastname@example.org
10. MEANS OF COMMUNICATION:-
As required by SEBI, information/ documents are filed in EDIFAR System from time to time