`
    Home | Sitemap | Contact us
 
» Home  
» Board of Directors
» Code of Conduct
» Corporate Governance
» Fair Practices Code
» Annual Report
  :: Directors Report
  » Corporate Governance
  :: Auditors Report
  :: Financials
» Share Holding Pattern
» Unaudited Quarterly Report
» Remuneration to Non-Executive Directors
» Media
» Contact Us
» Compliance / Grievances
 
  CORPORATE GOVERNANCE 2011-2012

 

 

 

CERTIFICATE ON CORPORATE GOVERNANCE:

 
To
 
The Members ,
 
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:

  1. All the mandatory conditions of the said Clause 49 of the Listing Agreement.
  2. The following non-mandatory requirements of the said Cause 49 of the Listing Agreement:
    1. Remuneration committee.
    2. Whistle blower mechanism.
    3. Providing Office for Non-Executive Chairman.
     
Place : Chennai
For R.Bhaskar & Co
F.No.008860S R.Bhaskar, Properietor M.No.026584
Date  : 03/05/2012
Chartered Accountant
 
 
CORPORATE GOVERNANCE REPORT
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

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.

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.

BOARD OF DIRECTORS

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.

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:

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 21-04-2011, 20-06-2011, 11-08-2011, 09-11-2011 and 27-01-2012.
     The details of attendance at Board Meetings and details of other Directorships are given below. Apart from the above, committee Chairmanship/Membership held by the Directors in Indian public Limited companies as on 31/03/2012 are as follows:

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.
  Chairman Director Chairman Member
K.V.Aiyappan
5
6
9
6
--
Teckchand Vaswani
--
--
5
--
--
L.V. Anantram
5
--
2
--
1
P. Sankaran
5
--
1
--
1
J.Viswanathan
5
--
--
--
--
T.V.Srinivasan
5
--
--
--
--
V.G.Suresh Kumar
5
--
--
--
--
U.K.Selvathilak
5
--
--
--
--
K.M.Narasimhan
5
--
2
--
--

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 18-07-2011.

AUDIT COMMITTEE :
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.
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.
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 18-04-2011, 10-08-2011, 08-11-2011 and 25-01-2012. Attendance of members are as follows:
Name of the Members   No.of Meetings Attended
Mr.J.Viswanathan Member & Chairman 4
Mr.L.V.Anantram Member 4
Mr.T.V.Srinivasan Member 4

The Company Secretary is the secretary to the committee.

The Chairman of the Audit committee The Chairman of then Audit committee Mr J.Viswanathan was present at the AGM held on 18-07-2011.

REMUNERATION COMMITTEE :
The Remuneration Committee was re-constituted on 16-04-2011. Independent Director is the chairman of the committee. Mr.U.K.Selvathilak Independent Directors, Mr.L.V.Anantram, Non-executive Directors are the other members of the committee. The present committee consists of three non-executive independent directors and two non-executive directors. The details are as follows:-

1. Mr.K.V.Aiyappan Member

2. Mr.L.V.Anantram Member

3. Mr.J.Viswanathan Chairman

4. Mr.U.K.Selvathilak Member

5. Mr.K.M.Narasimhan 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 16th April 2012 to consider payment of remuneration to Mr.P.Sankaran, Executive Director on his re-appointment in June 2012.
REMUNERATION OF DIRECTORS :

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.

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:

Name of the Director Sitting Fees Paid No of Shares Held
Shri.K.V.Aiyappan Rs.25,000/-

24,65,000

Shri.Teckchand Vaswani Nil 10,80,000
Shri.L.V.Anantram Rs.25,000/-

Nil

Shri.T.V.Srinivasan Rs.25,000/- Nil
Shri.V.G.Suresh Kumar Rs.25,000/- Nil
Shri.U.K.Selvathilak Rs.25,000/- Nil
Shri.J.Viswanathan Rs.25,000/- Nil
Shri.K.M.Narasimhan Rs.25,000/- Nil
The Executive Director of the company Mr.P.Sankaran was re-appointed on contractual basis for a period of one year w.e.f.:19/06/2012 at a consolidated salary of ` 30,000/- Per month. He has been re-appointed for a further period of one year with effect from 19/06/2012 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.

SHARE TRANSFER / INVESTOR GRIEVANCE COMMITTEE :

The Board has constituted Share Transfer/Investor's Grievance Committee comprising of Mr.J.Viswanathan, T.V.Srinivasan, and Mr.U.K.Selvathilak Non-executive independent Director as its Chairman, Mr.L.V.Anantram, Non-executive Director and J.Viswanathan, T.V.Srinivasan, and Mr.U.K.Selvathilak, Executive Director as members of the committee. 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.T

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 two times on 30-07-2011, and 30-11-2011 all the members attended the meetings. For the post of company secretary advertisement in the news paper had been given and the board is waiting for the appropriate response.

GENERAL BODY MEETINGS :
The last three Annual General Meetings of the Company were held as under:
   Years
   Location
   Date
   Time
2008-09
Registered Office
10/08/2009
10.15 A.M
2009-10
Registered Office
28/06/2010
10.15 A.M
2010-11
Registered Office
18/07/2011
10.00 A.M

Following Special resolutions were passed in the previous three A.G.Ms.

1. Re-appointment of Executive Director and Payment of Remuneration 10/08/2009

2. Re-appointment of Executive Director and Payment of Remuneration 28/06/2010

3. Re-appointment of Executive Director and Payment of Remuneration 18/07/2011

DISCLOSURES :
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.
2
Pecuniary relationship or transactions of the Non-Executive Directors of the Company with the Company: NIL.
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.
4
The Accounting Treatment prescribed under the Accounting Standards has been followed by the company and there is no deviation.
5
The company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement.
6 The company complies with the following Non-mandatory requirements:
a)
The Company has set up an office for the Non-Executive Chairman to look after the affairs of the company.
b)
The Company has a Remuneration Committee comprising of Three Non-Executive Independent Directors and two Non-Executive Directors. The details of the committee are given elsewhere in this report.
c)
Whistle Blower policy: The Company has a whistle blower mechanism wherein the employees are free to report violation of laws, rules, regulations or unethical conduct to their immediate superiors or such other person as may be notified from time to time by the management. The confidentiality of those reporting violations shall be maintained and they shall not be subjected to any discriminatory practices. No person had been denied access to the Audit Committee.
d)
The other Non-mandatory requirements will be adopted as and when necessary.
MEANS OF COMMUNICATION :
  1. Quarterly Un-audited results and Annual Audited Results of the company were published in News Today (English) and Maalai Sudar (Tamil) both at Chennai. Apart from the above, the company had also sent the results and shareholding pattern to the Stock Exchanges where the Company's shares are Listed and they were also displayed at company's website: www.afslindia.com. www.afslindia.com.

  2. Management discussion and analysis forms part of the Directors’ report, which is being posted to the shareholders of the company.

  3. Mr. P. Sankaran Executive Director is the Compliance officer appointed by the board. He can be contacted for Investor related matters relating to the Company His contact numbers are (044) 24356224/24355869 and E-mail Id: abicompliance@afslindia.com
GENERAL SHAREHOLDER INFORMATION:
1
The Company is registered in the state of Tamilnadu. The Corporate Identity Number is L65993TN1993PLC024861.
2
Annual General Meeting:
Day, Date and Time
:
Thursday, 05/07/2012 at 9.30 A.M.
Venue
:
Registered Office
“Capital Place”
New No. 16 (Old No.50), South Boag Road,
T.Nagar, Chennai 600 017
3
Financial Year
:
April 01, 2012 to March 31, 2013.
   
The Financial results will be adopted as per the following tentative schedule:
Result for the Quarter ending 30 June, 2012
-
On or before 14/08/2012
Result for the Quarter ending 30 Sep., 2012
-
On or before 14/11/2012
Result for the Quarter ending 31 Dec., 2012
-
On or before 14/02/2013
Result for the Year ending 31 March, 2013
-
On or before 14/05/2013
4
Book Closure Date
:
Monday, 2nd July, 2012 to
Thursday, 5th July, 2012 (Both days inclusive.)
5
Dividend Payment Date
:
Not Applicable
6
Equity Shares Listed on Stock Exchanges at
:
1  Madras Stock Exchange Limited, Chennai
2  Bombay Stock Exchange Limited, Mumbai
7
Stock Code No. & ISIN No.
:

MSE: ABIFINSER & BSE: 511756.

ISIN No.INE 195101013.

8
Annual Listing Fees
:
Paid to the Madras Stock Exchange Limited and Bombay Stock Exchange Limited for 2012-2013.
9
Stock Market Data*
:
MONTH
HIGH
LOW
April 2011
12.02
8.79
May 2011
11.57
7.52
June 2011
9.43
6.11
July 2011
11.15
7.47
August 2011
9.99
6.85
September 2011
10.45
6.64
October 2011
9.14
5.79
November 2011
8.50
6.40
December 2011
8.50
6.28
January 2012
10.38
7.59
February 2012
9.46
9.46
March 2012
10.08
8.75

(Source from BSE Website)

* The data pertaining to our shares during the financial year ended 31st March, 2012 in MSE is Nil.

10
Share Price Performance
:
11
Registrars and Transfer Agents
:
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
12
Share Transfer System
:

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.

13
Share holding pattern and Distribution of Shareholding as on 31 March, 2012
 
Particulars  
No.of Shares Held
Percentage
 
Promoter Holdings:  
Indian -
24,65,000

41.08%

Foreign -
10,80,000

18.00%

   
 
 
Non-Promoter Holdings:  
 
 
Private Corporate Bodies -
6,91,244
11.52%
NRIs -
8,16,159
13.61%
Indian Public -
9,47,597
15.79%
 
Category
Total No.of
% of
Total
% of
Shareholders
Shareholders
Shares
total equity
0-5000
772
87.03
76,658
1.28
5001-10000
32
3.61
25,528
0.43
10001-20000
28
3.16
42,958
0.72
20001-30000
11
1.24
27,675
0.46
30001-40000
4
0.45
14,027
0.23
40001-50000
8
0.90
37,790
0.63
50001-100000
7
0.79
57,242
0.95
100001 & Above
25
2.82
57,18,122
95.30
Total
887
100
60,00,000
100
14
Dematerialisation of Shares
:
56, 09, 613 Equity shares i.e.93.49% of Company's Paid up capital has been dematerialized up to 31-03-2012. Balance 3, 90, 387 shares i.e. 6.51% are in physical form. The total number of shareholders holding shares in physical form is 682 and in Demat form is 205. Shareholders holding shares physically are requested to Demat their holdings at the earliest.
15
Your Company does not have any GDRS/ADRS/Warrants or any other Convertible instruments.
16
Investor Correspondence
:

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.

17
Any query on Annual Report
:
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
18

Transfer of unpaid/unclaimed Dividend Amount to Investor Education and Protection Fund: -

:

No unpaid/unclaimed dividend is due for transer to Investor Education and Protection Fund.

19

CEO/CFO CERTIFICATION:

:

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.

COMPLIANCE ON THE CODE OF CONDUCT
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 2011-2012.
Place: Chennai - 17 P.SANKARAN
Date : 03/05/2012 Executive Director

 

« Back
     

Copyright 2005. Abirami Financial Services (India) Limited All rights reserved. Legal disclaimer

Updated :