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CORPORATE GOVERNANCE 2010-2011 |
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CERTIFICATE ON CORPORATE GOVERNANCE: |
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To |
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The Members , |
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M/s.Abirami Financial Services ( India ) Limited |
We have examined all relevant records of M/s.Abirami Financial Services (I) Ltd., for the
purpose of certifying compliance of the conditions of corporate governance under Clause 49
of the Listing Agreement with the Stock Exchanges for the financial year ended 31st March,
2011.
We have obtained all the informations and explanations, which to the best of our knowledge
and beliefs were necessary for the purpose of our certification.
The compliance of the conditions of the Corporate Governance is the responsibility of the
Management. Our examination was limited to the procedures and implementation thereof.
This certificate is neither an assurance as to the future viability of the company nor of the
efficacy or effectiveness with which the Management has conducted the affairs of the
company.
On the basis of our examination of the records produced, explanations and information
furnished, we certify that the company has complied with:
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| Place : Chennai | For R.Bhaskar & Co |
F.No.008860S
R.Bhaskar, Properietor M.No.026584 |
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| Date : 21/04/2011 | Chartered Accountant |
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| CORPORATE GOVERNANCE REPORT |
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| M/S.ABIRAMI FINANCIAL SERVICES (INDIA) LIMITED has implemented code on corporate governance introduced by The Securities Exchange Board of India (SEBI). |
| COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE |
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| The company is committed to Good Corporate Governance. The Company's philosophy on
Corporate Governance envisages the attainment of the highest levels of transparency,
accountability and equity, in all facets of its operations and in all its inter-actions with its
stakeholders, including shareholders, the government, lenders and the employees. The Company follows the Know your Customer Guidelines and fair practice code which
have detailed guidelines for dealing with customers in order to improve transparency in
operations and strengthen Corporate Governance.
The company strives hard to fine tune Internal Controls and risk Management.The Company
respects the right of its shareholders to information on the performance of the company. |
| BOARD OF DIRECTORS |
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The Members of the Board of Directors are persons with considerable expertise and
experience in Audit, Accounts, Administration, Banking, Software, Finance and
International business. The company is benefited by the experience and skills of the Board of
Directors.
The Board consists of Nine Directors of which one person is the Executive Director and eight
others are non-executive directors. Out of the eight directors five are independent directors.
The Executive Director is Mr.P.Sankaran. Mr.K.V.Aiyappan and Mr.Teckchand Vaswani are
Non-executive Promoter Directors. Mr.L.V.Anantram is a Non-executive Director.
Mr.K.V.Aiyappan chairs the Board. Mr.T.V.Srinivasan, Mr.V.G.SureshKumar,
Mr.U.K.Selvathilak, Mr.J.Viswanathan and Mr.K.M.Narasimhan are Independent Non-
Executive Directors. More than half of the board consists of independent directors which
fully satisfies the listing requirements in this regard.
Mr.A.K.Sabesan and Mr.R.Varadarajan resigned from the directorship of the company with
effect from 23-07-2010 and 20-01-2011 respectively. At the Board Meeting held on 23-07-
2010 Mr.J.Viswanathan and on 20-01-2011 Mr.K.M.Narasimhan were appointed as
Additional cum Independent Directors.
The Independent Directors have made disclosures to the Board confirming that there are no
material, financial and/ or commercial transactions between them and the company which
could have potential conflict of interest with the company at large.
The company has a code of conduct for Directors and Senior Management personnel. The code is available on the official website of the company: www.afslindia.com All Directors and Senior Management Personnel have affirmed compliance with the code of conduct approved and adopted by the Board of Directors. A declaration in this regard, duly signed by the Executive Director is given at the end of the Corporate Governance Report. |
| BOARD MEETINGS: |
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| The Board of Directors formulates the business policies of the company, reviews the
performance and decides on main issues concerning the company. During the year under
review, the board has met four times. The meetings were held on 24-04-2010, 23-07-2010,
12-11-2010 and 20-01-2011.
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| Name of the Director | No. of Board Meetings Attended | Directorship of companies other than M/s.Abirami Financial Services ( I ) Ltd. |
Committee in which Chairman/ Member Other than M/s.Abirami Financial Services ( I ) Ltd. |
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| Chairman | Director | Chairman | Member | |||
| K.V.Aiyappan |
4 | 7 |
2 |
-- |
-- |
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| Teckchand Vaswani |
-- | -- |
5 |
-- |
-- |
|
| L.V. Anantram |
4 | -- |
2 |
-- |
1 |
|
P. Sankaran |
3 | -- |
1 |
-- |
1 |
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| J.Viswanathan * |
3 | -- |
-- |
-- |
-- |
|
T.V.Srinivasan |
3 | -- |
-- |
-- |
-- |
|
V.G.Suresh Kumar |
3 | -- |
-- |
-- |
-- |
|
U.K.Selvathilak |
4 | -- |
-- |
-- |
-- |
|
K.M.Narasimhan * |
1 | -- |
-- |
-- |
-- |
|
R.Varadarajan ** |
4 | -- |
2 |
-- |
-- |
|
A.K.Sabesan ** |
-- | -- |
-- |
-- |
-- |
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* Appointed as Additional Directors on 23-07-2010 and 20-01-2011 respectively.
** Resigned from the Board on 20-01-2011 and 23-07-2010 respectively.
The above details include only chairmanship and membership of Audit committees and Share
transfer/Investor Grievance committees.
All the Directors who are on the Board on the date of the Annual General Meeting except
Mr.Teckchand Vaswani attended the A.G.M. held on 28-06-2010. |
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| AUDIT COMMITTEE : | ||||||||||||
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The Audit Committee reviews the financial accounting policies, internal control systems, and
interacts with the Statutory Auditors and Internal Auditors. The Executive Director and the
Statutory Auditor are invitees to the committee meetings. |
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Besides, the Audit Committee reviews related party transactions, quarterly, annual financial
results, performance of statutory auditors, appointment/re-appointment of statutory auditors
and fixation of audit fees, management discussion and analysis of financial condition and results
of operations, observation of management / external auditors on weaknesses of internal control
systems of the company and follow up reports of management. |
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The Audit Committee is consisting of Two Non-Executive Independent Directors and One Non-
Executive Director. During the year the committee met 4 times on 21-04-2010, 12-07-2010,
10-11-2010 and 19-01-2011. Attendance of members are as follows:
The Company Secretary is the secretary to the committee. The Chairman of the Audit committee Mr.R.Varadarajan resigned from the directorship of
the company on 20-01-2011. Consequent to his resignation Mr.J.Viswanathan, Independent
Director was appointed as Chairman of the Audit Committee with effect from 20-01-2011.
The Chairman of the Audit committee Mr.R.Varadarajan was present at the AGM held on 28/06/2010. |
| REMUNERATION COMMITTEE : |
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The Remuneration Committee was re-constituted on 24-04-2010. Mr.R.Varadarajan
Independent Director is the chairman of the committee. Mr.A.K.Sabesan,
Mr.U.K.Selvathilak Independent Directors, Mr.L.V.Anantram and Mr.K.V.Aiyappan Nonexecutive
Directors are the other members of the committee. Due to resignations of
Mr.A.K.Sabesan and Mr.R.Varadarajan during the financial year the committee was reconstituted
on 23-07-2010 and 20-01-2011. The present committee consists of three nonexecutive
independent directors and two non-executive directors. The details are as follows:- |
1. Mr.J.Viswanathan Chairman 2. Mr.U.K.Selvathilak Member 3. Mr.K.M.Narasimhan Member 4. Mr.K.V.Aiyappan Member 5. Mr.L.V.Anantram Member |
The Remuneration Committee has the mandate to review and recommend remuneration
payable to the Whole Time Director / Executive Director. During the year the remuneration
committee met once on 15th April 2010 to consider payment of remuneration to
Mr.P.Sankaran, Executive Director on his re-appointment in June 2010. Except
Mr.K.V.Aiyappan and Mr.A.K.Sabesan the other members of the committee at that time
attended the Meeting. |
| REMUNERATION OF DIRECTORS : | ||||||||||||||||||||||||||||||
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The Non-Executive Directors of the company were paid sitting fee of ` 5,000/- for attending each Board meeting and no fees is paid for committee meetings. |
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Apart from sitting fees no remuneration / commission is paid to Non-Executive Directors.
The details of sitting fees paid and numbers of shares held by non-executive directors are as follows: |
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The Executive Director of the company Mr.P.Sankaran was re-appointed on contractual
basis for a period of one year w.e.f.:19/06/2010 at a consolidated salary of ` 21,000/- Per
month. He has been re-appointed for a further period of one year with effect from 19/06/2011
on the same terms and conditions. He is entitled for other benefits and perquisites as may be
provided to other executives of the company and reimbursement of expenses on one
residential telephone as per company rules.
The employment can be terminated by either party by giving one month notice in writing.
The remuneration is within the limit of schedule XIII of the Companies Act, 1956. There is
no separate provision for payment of severance fees.
There were no pecuniary relationships or transactions of the Non-Executive Directors vis-ŕvis
the company. The company has not granted any stock option to any of its directors.
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| SHARE TRANSFER / INVESTOR GRIEVANCE COMMITTEE : |
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The Board has constituted Share Transfer/Investor's Grievance Committee comprising of Mr.R.Varadarajan, Non-executive Independent Director as its Chairman. Mr.L.V.Anantram, Non-executive Director and Mr.P.Sankaran, Executive Director as members of the committee. During the financial year the committee was re-constituted twice on 23-07-2010 and 20-01-2011. The present members of the committee are as follows:- 1. Mr.J.Viswanathan Non-Executive Independent Director
2. Mr.P.Sankaran Executive Director
3. Mr.L.V.Anantram Non-Executive Director
4. Mr.T.V.Srinivasan Non-Executive Independent Director
5. Mr.U.K.Selvathilak Non-Executive Independent Director Mr.J.Viswanathan, is the Chairman of the Committee.The Committee oversees the performance of the Registrars and Share transfer Agents of the
company. The committee is empowered to approve and monitor transfers, transmission, split
and consolidation of shares of the company, issue of duplicate share certificates, attends to
investor grievances etc, and reviews compliance with various statutory and regulatory
requirements pertaining to transfer of securities of the company.
During this year the committee met three times on 15-11-2010, 30-11-2010 and 31-01-2011
and all the members attended the meetings. Mr.J.Narassimhan, company secretary is the
compliance officer. He acts as secretary of the committee. No investor complaints were
received during the year and there are no pending complaints. No share transfers are pending
at the end of the financial year.
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| GENERAL BODY MEETINGS : |
| The last three Annual General Meetings of the Company were held as under: |
Years |
Location |
Date |
Time |
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2007-08 |
Registered Office |
23/06/2008 |
10.15 A.M |
2008-09 |
Registered Office |
10/08/2009 |
10.15 A.M |
2009-10 |
Registered Office |
28/06/2010 |
10.15 A.M |
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Following Special resolutions were passed in the previous three A.G.Ms.
1. Re-appointment of Executive Director and Payment of Remuneration 23/06/2008
2. Re-appointment of Executive Director and Payment of Remuneration 10/08/2009
3. Re-appointment of Executive Director and Payment of Remuneration 28-06-2010
In September 2010 a special resolution under section 17 of the Company's Act, 1956, seeking
consent of the members for alteration in the main objects clause of the Memorandum of
Association for carrying on the business of housing finance in addition to existing business
was passed through postal ballot. The details of voting pattern are as follows:-
The procedure prescribed under Section 192A of the Companies Act, 1956 read with the
Companies (passing of the Resolution by Postal Ballot) Rules, 2001, has been followed for
the postal ballot conducted for special resolution mentioned above. The result was
announced at the registered office of the company, posted on the website and advertised in
the newspaper.
No Special Resolution was passed through postal ballot last year. No special resolution is proposed to be passed through postal ballot at the ensuing AGM. |
| DISCLOSURES : | |||||||||
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| 1 | Disclosures on materially significant related party transactions 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 conflict with the interests of the
company at large.
None of the transactions with any of the parties was in conflict with the interest of the company. |
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| 2 | Pecuniary relationship or transactions of the Non-Executive Directors of the Company
with the Company: NIL. |
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| 3 | Details of non-compliance by the Company, penalties and strictures imposed on the
Company by Stock Exchange or SEBI or any statutory authority, on any matter related
to capital markets, during the last three years: NIL.
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| 4 | The Accounting Treatment prescribed under the Accounting Standards has been
followed by the company and there is no deviation. |
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| 5 | The company has complied with all the mandatory requirements of Clause 49 of the
Listing Agreement. |
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| 6 | The company complies with the following Non-mandatory requirements:
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| MEANS OF COMMUNICATION : |
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| GENERAL SHAREHOLDER INFORMATION: |
1 |
The Company is registered in the state of Tamilnadu. The Corporate Identity Number is L65993TN1993PLC024861.
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2 |
Annual General Meeting: |
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Day, Date and Time |
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Monday, 18/07/2011 at 10.00 A.M. |
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Venue |
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Registered Office “Capital Place” New No. 16 (Old No.50), South Boag Road, T.Nagar, Chennai 600 017 |
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3 |
Financial Year | : |
April 01, 2011 to March 31, 2012. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Financial results will be adopted as per the following tentative schedule:
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Result for the Quarter ending 30 June, 2011 |
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On or before 14/08/2011 |
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Result for the Quarter ending 30 Sep., 2011 |
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On or before 14/11/2011 |
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Result for the Quarter ending 31 Dec., 2011 |
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On or before 14/02/2012 |
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Result for the Year ending 31 March, 2012 |
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On or before 14/05/2012 |
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4 |
Book Closure Date |
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Wednesday, 13th June, 2011 to Monday, 18th July, 2011 (Both days inclusive.) |
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5 |
Dividend Payment Date |
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Not Applicable |
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6 |
Equity Shares Listed on Stock Exchanges at |
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1 Madras Stock Exchange Limited, Chennai 2 Bombay Stock Exchange Limited, Mumbai |
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7 |
Stock Code No. & ISIN No. |
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MSE: ABIFINSER & BSE: 511756. ISIN No.INE 195101013. |
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8 |
Annual Listing Fees |
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Paid to the Madras Stock Exchange Limited and Bombay Stock Exchange Limited for 2011-2012. |
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9 |
Stock Market Data* |
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(Source from BSE Website) |
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* The data pertaining to our shares during the financial year ended 31st March, 2011 in MSE is Nil. |
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10 |
Share Price Performance |
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11 |
Registrars and Transfer Agents |
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M/s.Cameo Corporate Services Limited 1, Club House Road, Chennai – 600 002. Phone No. (044) 28460390 – 6 lines, 28460084 Fax No. (044) 28460129 E-Mail ID: cameo@cameoindia.com Contact person:R.D.RAMASWAMY VICE-PRESIDENT D.NARASSIMHAN SENIOR EXECUTIVE |
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12 |
Share Transfer System |
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The share transfers received in physical form are processed by the share transfer agents M/s.Cameo Corporate Services Limited and share certificates are dispatched to the transferee after getting approval from share transfer committee. The process is completed within the stipulated time mentioned in the Listing agreement subject to the documents being valid and complete in all respects. Share transfer committee meetings are held as and when the requirement arises. The Board has delegated the authority for approving transfer/transmission etc. to the Share transfer committee. Details of transfers approved by the committee is placed before the subsequent Board Meeting. The company obtains half-yearly certificate of compliance relating to share transfer formalities as per clause 47(C) of the Listing Agreement from a practicing company secretary and files the certificate with MSE and BSE. |
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13 |
Share holding pattern and Distribution of Shareholding as on 31 March, 2011
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14 |
Dematerialisation of Shares |
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42, 01,213 Equity shares i.e.70.02% of Company's Paid up
capital has been dematerialized up to 31-03-2011. Balance
17, 98,787 shares i.e.29.98% are in physical form. The total
number of shareholders holding shares in physical form is
700 and in Demat form is 161. Shareholders holding shares
physically are requested to Demat their holdings at the
earliest.
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Your Company does not have any GDRS/ADRS/Warrants or any other Convertible instruments.
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16 |
Investor Correspondence |
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Investors clarifications/queries regarding Transfer/Transmission and any query relating to shares of the company in Physical form can be sent to RTA Agents M/s. Cameo Corporate Services Limited. For shares held in Demat form, the details can be obtained from Investors Depository Participants and / or M/s. Cameo Corporate Services Limited. |
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Any query on Annual Report |
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J.Narassimhan, Company Secretary,
Abirami Financial Services (India) Ltd.,
“Capital Place”, No.16/50, South Boag Road,
T.Nagar, Chennai - 600 017. E-mail Id.: abicompliance@afslindia.com |
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Transfer of unpaid/unclaimed Dividend Amount to Investor Education and Protection Fund: - |
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No unpaid/unclaimed dividend is due for transer to Investor Education and Protection Fund. |
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CEO/CFO CERTIFICATION: |
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The Executive Director of the company gives annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Executive Director also gives quarterly certification on financial results in terms of clause 41 of the Listing Agreement to the effect that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading. |
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| COMPLIANCE ON THE CODE OF CONDUCT | ||||
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I hereby confirm, that the company has obtained from all the Members of the Board and Senior Management Personnel, affirmation that they have complied with the code of conduct for Directors and Senior Management Personnel in respect of financial year 2010-2011.
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