| COMPANY'S PHILOSOPHY: |
Manappuram General Finance and Leasing Limited is committed to practice good Corporate Governance standards contained in the RBI instructions on Corporate Governance and Clause 49 of Listing Agreement. The prime objective is optimization of shareholder value by ensuring effective and cordial relationship with stakeholders and protecting their interests. The Company believes that its business plans and strategy should be consistent with the above objective and thereby leading to sustained corporate growth and long-term benefit to all. The principles of Corporate Governance Standards of the company places strong emphasis on transparency, accountability and integrity. The company follows these principles in all its business decisions and dealings. |
| BOARD OF DIRECTORS: |
The Board of Manappuram comprises 12 directors drawn from various fields having considerable expertise in their respective areas. The board fulfills the requirements laid down in clause 49 of the listing agreement with respect to its composition and functioning. There are 10 non-executive directors, out of which 8 are independent directors. A list of directors indicating their status is given in the table below: |
| Sl No |
Name of Director |
Position |
| 1 |
V P Nandakumar |
Promoter,Chairman and Managing Director |
| 2 |
B N Raveendra Babu |
Promoter and Non-Executive Director |
| 3 |
CA P.G. Wales |
Independent and Non-Executive Director |
| 4 |
Dr. K K Mohandas |
Non-Executive Director |
| 5 |
Juguna G Panikkamparambil |
Independent and Non-Executive Director |
| 6 |
CA I Unnikrishnan |
Managing Director |
| 7 |
Jyothy Prasanan |
Non-Executive Director |
| 8 |
T S Ramakrishnan |
Independent and Non-Executive Director |
| 9 |
Adv. V R Ramachandran |
Independent and Non-Executive Director |
| 10 |
Dr. V M Manoharan |
Independent and Non-Executive Director |
| 11 |
P. Manomohanan |
Independent and Non-Executive Director |
| 12 |
A.R. Sankaranarayanan |
Independent and Non-Executive Director |
|
| COMMITTEES OF THE BOARD: |
| A) Audit Committee: |
The Company has constituted a qualified and independent audit committee as required under section 292 (A) of the companies Act 1956 as also in fulfillment of the requirements of clause 49 of the Listing Agreement and RBI instructions. Audit committee functions under the Chairmanship of Shri.P Manomohanan, Director There are three other independent directors in the audit committee who possess sound knowledge of accounts, finance, audit and legal matters. The company secretary acts as the Secretary of the Audit Committee. |
| Role of Audit Committee: |
| 1 |
Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. |
| 2 |
Recommending to the Board the appointment, reappointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fee. |
| 3 |
Approval of payment to statutory auditors for any other services rendered by the statutory auditors. |
| 4 |
Reviewing, with management the annual financial statements before submission to the Board for approval with particular reference to:- |
| |
a |
Matters required to be included in the directors responsibility statement in the board's report in terms of clause 2AA of section 227 of the companies act 1956. |
| |
b |
Changes if any in accounting policies and practices and reasons for the same. |
| |
c |
Major accounting entries involving estimates based on the exercise of judgment by management. |
| |
d |
Significant adjustment made in the financial statement arising out of audit findings. |
| |
e |
Compliance with listing and other legal requirements relating to the financials statements. |
| |
f |
Disclosure of any related party transactions. |
| |
g |
Qualifications in the draft audit report |
| 5 |
Reviewing with the management the quarterly financial statements before submission to the board for approval. |
| 6 |
Reviewing with the management performance of the statutory and internal auditors and adequacy of the internal control system |
| 7 |
Reviewing the adequacy of internal audit function if any including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. |
| 8 |
Discussion with internal auditors on any significant findings and follow up thereon. |
| 9 |
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. |
| 10 |
Discussion with statutory auditors before audit commences about the nature and scope of audit as well as post audit discussion to ascertain any area of concern. |
| 11 |
To look into the reasons for substantial defaults if any in the payments to the depositors, debenture-holders, shareholders (in case of non-payment of declared dividends) and creditors. |
| 12 |
Carrying out any other function as mentioned in the terms of reference of audit committee. |
| 13 |
To review the function of whistle blower mechanism if any. |
|
| The constitution of the audit committee of the company is as under: |
| Sl No |
Name of the member |
Position |
Status |
| 1 |
P. Manomohanan |
Chairman |
Independent |
| 2 |
Adv. V R Ramachandran |
Member |
Independent |
| 3 |
Dr. V M Manoharan |
Member |
Independent |
| 4 |
A R Sankaranarayanan |
Member |
Independent |
|
| Meeting of Audit Committee: |
The Committee meets 6 times a year. The committee regularly invites such executives as it considers appropriate including the head of finance, head of internal audit and the representative of the statutory auditors to be present at the meetings of the committee. |
| B) Nomination Committee |
The importance of appointment of Directors with “fit and proper” credentials is well recognized by the Company. In order to ensure “fit and proper” status of existing as well as proposed Directors a Nomination committee has been constituted by the Board. |
| C) Risk Management Committee |
An independent Risk Management Committee consisting mainly non-executive Directors has been constituted for the Company under the Chairmanship of Shri P. Manomohanan, an independent director . The Committee is involved in the process of identification, measurement, monitoring and mitigation of the various risks faced by the Company. The Committee meets periodically and reports to the top Management and Board. |
| D) Remuneration Committee |
The company has also constituted a remuneration committee as part of good corporate governance under the chairmanship of Shri. A R Sankaranarayanan, an independent director. The main role of remuneration committee is to determine on behalf of the Board and on behalf of the shareholders the company’s policies on specific remuneration packages to executive directors including pension rights and any compensation payment. |
Except the Chairman and Managing Director, other Directors are not entitled to any remuneration other than sitting fee paid for attending meetings of the Board. Remuneration of the Chairman and Managing Director was fixed at the Annual General Meeting of the company held on 13/09/2002 as per the provisions of Part I and II of Schedule XIII of the Companies Act 1956. |
| E) Share Holders Grievance Committee |
The company has constituted a Shareholders Grievance committee under the chairmanship of Adv. V R Ramachandran, an independent director to monitor the investor complaints/grievances and also to ensure quick redressal of investor complaints associated with transfer/ ransmission / dematerialisation of shares, non receipt of Balance Sheet, Dividend warrants etc. |
| Disclosure and Transparency: |
The following information is put up to the Board at quarterly intervals:- |
| a |
Progress made in putting in place a risk management system, risk management policy and strategy following by the Company. |
| b |
Conformity with the corporate governance standards namely, composition of various committees, their rules and functions, periodicity of meetings, and compliance with coverage and review functions. |
|
| Connected Lending: |
In order to obviate conflict of interest in the lending operations of the Company, there is virtual prohibition of grant of any loan or advance or non fund based facility to any of the Directors, their relatives, the concerns in which they are interest as Directors, partners, managers, employees or guarantors or the entities in which they hold substantial interest. A quarterly statement in this regard is being regularly submitted to RBI in the prescribed format. |
