The details relating to the composition of directors are as mentioned below:
Sl No . Names of Directors Category
1. Mr.S.Doreswamy, Chairman - Non-Executive
2. Ms. I.T.Vaz - Non-Executive
3. Mr. R.V.S.Rao - Non-Executive
4. Mr.Shyam Ramadhyani - Non-Executive
5. Mr.V.K.Badami - Non-Executive
6. Mr.K.Annappayya - Non-Executive
7. Mr.K.Venkataramaiah - Executive Managing Director
The Directors vide Sl. Nos.1 to 5 are Independent Directors. The Notice of Disclosure of Interest as specified in Section 299(1) of the Companies Act, 1956 ("the Act"), are being furnished by the Directors to the company during the last week of the previous financial year and are normally placed before the first meeting of the Board held in a financial year and such details are recorded in the prescribed statutory records as provided in Section 301(1) of the Act.
Among the non-executive directors Mr.R V S Rao, is holding 10 equity shares of the company allotted at the time of formation of the company, representing M/s Housing Development Finance Corporation Ltd., (HDFC), being a co-sponsor.
The non-executive directors of the company do not have any pecuniary relationship or transactions with the company, which could materially interfere with the exercise of their independent judgement, except for the fees received by them for the services rendered as Directors of the company.
Term of Office of Directors In terms of the provisions of Section 255, 256 and all other applicable provisions of the Companies Act, 1956, two thirds of the directors are in the category of directors required to retire by rotation and one third of those directors would retire every year and if eligible, they might seek re-appointment at the annual general meetings. The Managing Director is being appointed for a term of 3 years and would be eligible for re-appointment on completion of his term, subject to further extension(s) of his term, if any.
Responsibilities of the Board The Board discharges the duties and responsibilities as required under the various applicable statute(s) including the Companies Act, 1956, Directions/Guidelines issued by SEBI/NHB and other Regulatory Authorities from time to time including reporting to the shareholders. The Board, inter-alia, reviews the annual operating plans, quarterly results, minutes of various committees constituted by the Board, information on recruitment and remuneration of senior officers just below the Board level, show cause, demand, prosecution notices and penalty notices, if any, received which are materially important, material defaults, if any, in financial obligations to and by the company, claims on company, significant development in Human Resources/Industrial Relations and non-compliance, if any, of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfers, if any, etc.
Your Board of Directors also review sanctions and disbursements in comparison to the targets set, deposits, cash-flows, recommend action for recovery of overdues, quarterly compliance of corporate governance requirements and availability of financial resources. The Board also considers and reviews the compliances with regard to Risk Management Policy and periodical review of the Asset-Liability Management position.
The Board of Directors ensures that other responsibilities do not have any material impact on their responsibility as a director of CFHL.
Role of Independent Directors Independent directors form the corner stone of good corporate governance. The independent directors of your company provide an unbiased, varied and experienced perspective to the board. The Independent Directors play a vital role and participate in all the deliberations of the Board and contribute to the decision making process with their expertise and knowledge in the fields of Finance, Accounts, Engineering, Banking, Housing, Law, Information Technology and other professional areas. The Chairman of each of the committees of the Board is an Independent Director. The Independent Directors are not paid any other fees/remuneration apart from the sitting fees paid for attending the meetings.
Meetings of Directors of the Board The meetings of the Board are normally held in Bangalore and the dates of subsequent meeting(s) would be decided at the previous meeting of the Board.
The Board of Directors meet as often as required, but not less than four times a year and once in a calendar quarter to review, the financial performance/business performance of the company in comparison with the business targets and other subjects as of importance and decisions taken. The details of subjects/reviews which are discussed and on which suitable directions/suggestions are being issued are discussed in earlier paragraphs of this report.
The Company Secretary, in consultation with the Chairman and the Managing Director and Chairman of various committees prepares a detailed agenda for the meetings and the same are circulated to all the members of the Board/committees well in advance.
The Board has access to all the information relating to the company and is free to suggest/recommend for inclusion of any other matter(s) in the agenda for discussion at its meetings.
As and when required, the Senior Management and Functional Heads are invited to attend the board meetings so as to provide additional inputs being discussed by the Board. The minutes of the meetings of the Board are discussed and confirmed at the next immediately held Board meeting. Similarly, the minutes of the meetings of the various committees are placed before the respective committees for confirmation and then before the Board for noting.
During the year the Board of Directors met 7 times. The meetings were held on May 11, 2004, June 01, 2004, July 20, 2004, October 29, 2004, December 20, 2004, January 22, 2005 and March 10, 2005.
Committees
The Board of directors have constituted several committees as mandated outlining their role and responsibility with appropriate delegations of authority in identified areas. These committees are functioning as required and envisaged.
Audit Committee
The Board of the company has constituted an Audit Committee comprising members who are all Idependent Directors. They are Mr.Shyam Ramadhyani, Chartered Accountant, who is its Chairman and Ms.I.T.Vaz and Mr.R.V.S.Rao.
The members of the committee are qualified, experienced and possess professional knowledge to effectively contribute its functioning.
The Powers, Role and Scope of the Audit Committee are as per the latest amended Clause 49 of listing agreement as per the directions of SEBI, issued during October 2004.
The Role of Audit Committee, include the oversight of the company's financial reporting process and the disclosure of its financial information to ensure the content, sufficiency and credibility, recommending the appointment and removal of external auditors, fixation of audit fee, reviewing with management the annual financial statements before its submission to the Board for approval, reviewing the internal control systems, internal audit function, findings of internal investigations, financial and risk management policies, matters to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Clause (2AA) of Section 217 of the Companies Act,1956, draft audit reports, reviewing with management, the performance of statutory and internal auditors, reports relating to compliance with laws, risk management and listing and other legal requirements, records relating to related party transactions and defaults, if any, in the payment(s) to the various investors of the company and review of the functioning of the Whistle Blower mechanism.
As deemed appropriate by the committee, the Senior Management, Functional Heads, Statutory Auditors/Branch Auditors of the company, Tax Consultant, Internal Auditors and other professionals with relevant expertise, are invited to attend the meetings of the Audit Committee. |
