Corporate Governance

Corporate-Governance

BOARD OF DIRECTORS:- COMPOSITION AND CATEGORY

The Board of Directors of the Company consists of eminent persons with considerable professional expertise and experience in business and industry, finance, management and marketing. The composition of the Board of Directors with reference to number of Executive and Non-Executive Directors is given hereunder:

S.No. Name Category
1. Panna Lal Baid Chairman and Managing Director
2. Aman Baid Executive Director
3. Anurag Patni Independent Director
4. Monu Jain Independent Director
5. Mudit Singhi Independent Director
6. Alpana Baid Director
Board Procedure

Board Procedure

The Board meets at least once a quarter to review the quarterly performance and the financial results. The Board’s role, functions, responsibility and accountability are clearly defined. All major decisions involving policy formulations, business plans, annual operating budgets, compliance of various listing agreements and secretarial audit are carried out with due diligence and in consonance with the rules and regulations framed under the relevant acts.

Committees

We have the following committees:-
Audit committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee

AUDIT COMMITTEE

Broad Terms Of Reference: The Audit Committee of the Company inter-alia acts as a control mechanism in the financial and other important departments of the Company. The Audit Committee while reviewing the Annual Financial Statements also reviews the applicability of various Accounting Standards (AS) issued by the Institute of Chartered Accountants of India during the year.

CompositionThe Audit Committee comprises of three Directors, all of whom are Non-Executive, Directors. The Chairman of the Audit Committee possesses knowledge by corporate finance, accounts and company law.

Composition of the Audit Committee :

S.No. Name Category
1. Mudit Singhi Chairman
2. Anurag Patni Member
3. Monu Jain Member

NOMINATION AND REMUNERATION COMMITTEETo review, assess and recommend the appointment of Whole-time Directors.

Composition of Nomination and Remuneration Committee:

S.No. Name Category
1. Mudit Singhi Chairman
2. Anurag Patni Member
3. Monu Jain Member

Remuneration Policy

Remuneration to Managing Director and Whole-time DirectorsPayment of remuneration to Managing and Whole-time Directors is governed by the respective Agreements executed between them and the Company and which is recommended by the Remuneration Committee and further is within the limits set by the Shareholders at the Annual General Meetings.

Stakeholders Relationship Committee
Broad Terms Of Reference: The Committee monitors redressal of complaints received from shareholders/investors with respect to transfer of shares, non-receipt of dividend, non-receipt of Annual Reports, etc. It also takes note of number of transfers processed, issue of fresh share certificates, top shareholders, pattern of shareholding, etc.

Composition of the CommitteeThe Share Transfer / Investors’ Grievance Committee has been constituted as per the provisions set out in the Listing Agreement. It comprises of 3 (three) Non-Executive Independent Directors. The Company Secretary acts as the Secretary and has been appointed as the Compliance officer of Share Transfer/ Investor Grievance Committee.

S.No. Name Category
1. Mudit Singhi Chairman
2. Anurag Patni Member
3. Monu Jain Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Broad Term of Reference: –The CSR Committee of the Company is vested with the responsibility to formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as per Companies Act, 2013 and recommend the amount of expenditure to be incurred on the activities and monitor the Corporate Social Responsibility Policy and activities of the company from time to time.

COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEEThe CSR Committee compromises of three Directors. The Chairman of the Audit Committee possesses knowledge by corporate finance, accounts and company law.

S.No. Name Category
1. Mudit Singhi Chairman
2. Mr. Aman Baid Member
3. Mrs. Alpana Baid Member
General Body Meetings/ Postal Ballot/ Board Meetings

General Body Meetings/ Postal Ballot/ Board Meetings:-

Financial Year Date Location Time
2008-2009 08th August, 2009 “Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur 11.00 A.M.
2009-2010 31st July, 2010 “Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur 11.30 A.M.
2010-2011 20th August, 2011 “Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur 11.30 A.M.
2011-2012 28th July, 2012 3, Jaipur Tower, M.I. Road ,Jaipur 11.30 A.M.
2012-2013 17th August, 2013 3, Jaipur Tower, M.I. Road ,Jaipur 11.00 A.M.
2013-2014 16th August, 2014 “Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur 11.00 A.M.
2014-2015 18th July,2015 “Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur 04.00 P.M.
2015-2016 25th August,2016 “Baid House”, 1, Tara Nagar, Ajmer Road, Jaipur 04.00 P.M.

Notice of NCLT convened Equity Shareholders Meeting: 18.01.2018

Postal Ballot Form_Equity Shareholders Meeting:18.01.2018

Proxy Form & Attendance Slip_Equity Shareholders Meeting: 18.01.2018

Notice Of Board meeting: November 13, 2017

Proceedings of 26th AGM_Sept. 15, 2017

Voting Result of 26th AGM_Sept

Scrutinizers Report 26th AGM_Sept. 15, 2017

Notice of 26th Annual General Meeting: 15.09.2017

Notice of Book Closure

Notice Of Board meeting August 11, 2017

Notice Of Board meeting May 16, 2017

NOTICE OF BOARD MEETING_JAN 12, 2017

NOTICE 25th AGM_AUG 25, 2016

PROCEEDINGS OF 25th AGM_AUG 25, 2016

VOTING RESULTS OF 25th AGM_AUG 25, 2016

SCRUTINIZERS REPORT OF 25th AGM_AUG 25, 2016

NOTICE OF BOARD MEETING_OCT 22, 2016

NOTICE OF BOARD MEETING_AUG 12, 2016

NOTICE OF BOARD MEETING_MAY 7, 2016

NOTICE OF BOARD MEETING_May 3, 2016

POSTAL BALLOT RESULT AND SCRUTINIZER’S REPORT_18.04.2016

Board Meeting 05.03.2016

Notice Postal Ballot 05.03.2016

BOARD MEETINGS 03 NOVEMBER 2015

BOARD MEETINGS 21 JANUARY 2015

BOARD MEETINGS 07 AUGUST 2015

BOARD MEETINGS 16 MAY 2015

BOARD MEETINGS 02 FEBRUARY 2015

BOARD MEETINGS 08 NOVEMBER 2014

BALFC POSTAL BALLOT NOTICE – 2014

BALFC POSTAL BALLOT FORM – 2014

NOTICE OF POSTAL BALLOT

NOTICE OF AGM AND BOOK CLOSURE

SCRUTINIZERSREPORT_POSTALBALLOT_BALFC

PROCEEDINGS_SCRUTINIZERS REPORT_24_AGM

Disclosures/ Downloads

Disclosures

(A) Disclosures on materially significant related party transactions.

Due disclosures made wherever required.

(B) 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.

The Company in general has complied with all the provisions of the Stock Exchanges, SEBI or any statutory authority.

(C) The Company has followed all the relevant accounting standards issued by Institute of Chartered Accountants of India to the extend applicable.

(D) There are no pecuniary relationships of transactions of Non executive Director vis-a-vis the Company which had any potential conflict with the interest of the Company at large.

REGISTRAR AND SHARE TRANSFER AGENTS:

Name: M/s. MCS Share Transfar Agent Ltd
Address: F 65, 1st Floor, Okhla Industrial Area, Phase – I,
New Delhi,Delhi,110020
Email address: admin@mcsregistrar.com
Dematerialisation of Shares: The Company has ensured its Demat Connectivity with CDSL & NSDL.

INVESTOR CORRESPONDENCE TO BE MADE TO:

Baid Leasing and Finance Company Limited

Address :- Baid House, IInd Floor, 1, Tara Nagar, Ajmer Road, Jaipur-302 006

CONTACT INFORMATION OF THE DESIGNATED OFFICIALS OF THE COMPANY :

Ms. Namrata Sajnani

Company Secretary and Compliance Officer- +91-9214018855

Email Address: cs@baidgroup.in

Downloads

Means Of Communications

Means Of Communications

The Board of Directors of the Company approve and take on record the quarterly, half yearly and yearly financial results in the Performa prescribed by Regulation 33 of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015, within the respective stipulated period.

The approved financial results are forthwith sent to the Stock Exchanges where the company is listed and are published in the newspapers as per the requirements of Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Discussion and Analysis report forms part of Annual Report, which is posted to the shareholders of the Company.

Code Of Conduct

Code Of Conduct

Baid Leasing and Finance Company Limited has adopted a code of conduct for all the employees and directors of the company, also all the members of the board and senior management personnel have affirmed compliance with the code of conduct.

PREAMBLE

All the Directors and members of the senior management team of Baid Leasing and Finance Company Limited shall act within the bounds of the authority conferred upon them and undertake the duty to make and enact informed, judicious and harmonious decisions and policies in the best interests of the Company and its shareholders /stakeholders. With a view to maintain high standards the Company requires, the following rules/ code of conduct to be observed in all activities. For the purpose of the code, the Company appoints the compliance officer, who will be available to directors and senior management to answer questions and to help them comply with the code.

HONESTY & INTEGRITY

All the Directors and members of the senior management team of the company shall conduct their activities, on behalf of the Company and on their personal behalf, with honesty, integrity and fairness. They will act in good faith, responsibly, with due care, competence and diligence, allowing independent judgment to their subordinates. Directors shall act in the best interests of the Company and fulfill their fiduciary obligations.

DISCLOSURES

Notwithstanding that any instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested officer should be made to the Company. It is also incumbent upon every Officer to make a full disclosure of any interest which the Officer or the Officer’s immediate family, which would include parents, spouse and children, may have in a company or firm which is a supplier, customer, distributor of or has other business dealings with the Company. If an Officer fails to make a disclosure as required herein, and the Company of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the Officer, the Company would take a serious view of the matter and consider suitable disciplinary action against the Officer.

OTHER DIRECTORSHIPS

The Company feels that serving on the Board of directors of other companies may raise substantial concerns about potential conflict of interest and therefore all directors shall report / disclose such relationships to the Board on an annual basis. It is felt that service on the Board of a direct competitor is not in the interest of the Company. Hence all the Directors are barred in accepting such position without the concurrence of the Board.

PUBLIC REPRESENTATION AND CONFIDENTIALITY OF INFORMATION

The Company honours the information requirement of the public and its stakeholders. In all its public appearance with respect to disclosing information in relation to the Company’s activities to public constituencies such as the media, the financial community, employees and shareholders, the Company shall be represented only by specifically authorized Officers.

Any information concerning the Company’s business, its customers, suppliers, etc. to which the Officers have access or which is possessed by the Officers, must be considered privileged and confidential and should be held in confidence at all times, and should not be disclosed to any person, unless (i) authorized by the Board or (ii) the same is part of the public domain at the time of disclosure’ or (iii) is required to be disclosed in accordance with applicable laws.

REGULATORY COMPLIANCE

Every Officer shall, in his business conduct, comply with all applicable laws, rules and regulations, both in letter and in spirit, in all the territories in which he operates. If the ethical and professional standards set out in the applicable laws and regulations are below that of the Code, then the standards of the Code shall prevail.

PROTECTION OF ASSETS

The Officers shall use best endeavors to protect Company’s assets and property, ensure its efficient use and shall not derive any personal benefit (including without Limitation through the use of Company’s property, assets, information of position) except that which they are lawfully entitled to.

ENVIRONMENT, HEALTH & SAFETY POLICY

We take environmental consciousness a step further as a company. We believe that directors / employees of the Company are environment conscious and contribute to preserving nature as well as safety measures in own respective work areas. All of us are responsible for conducting safe and environmentally sound operations; this is in the interest of our own well being and the quality of life of others. You shall abide by this policy.

ACCOUNTABILITY

The Board of Directors shall oversee the Company’s adherence to ethical and legal standards. All employees and members of the Board of Directors shall undertake to stop or prevent actions that could harm reputation of the Company and to report such actions as soon as they occur to take corrective steps and see that such actions are not repeated.

AMENDEMENTS TO THE CODE

The provisions of this Code can be amended and modified by the Board of Directors of the Company from time to time and all such amendments and modifications shall take effect from the date stated therein. All Officers shall be duly informed of such amendments and modifications.

ENFORCEMENT OF CODE OF CONDUCT

Each Officer shall be accountable for fully complying with this Code.

CONSEQUENCES OF NON-COMPLIANCE OF THIS CODE

In case of breach of this Code by the Non Whole Time Directors, the same may be considered by the Board for initiating appropriate action, as deemed necessary.

In case of breach of this Code by the Whole Time Directors and Senior Management Personnel, the same shall be liable to disciplinary action by the Company.

FAIR PRACTICE CODE

In consonance with the guidelines issued by the RBI, the Company also adheres with the Fair Practice Code.

Annual Report and Quarterly Disclosures
Shareholding Pattern
CGR
CSR

Corporate Social Responsibility

Baid Leasing and Finance Company Limited actively works towards fulfilling its social responsibilities. We not only acknowledge but firmly believe in the fact of giving back to the society thereby inspiring, facilitating, and supporting entrepreneurs come to us naturally.

NEERA BAID MEMORIAL TRUST – OUR RESPONSIBILITY

Cancer check up camps are held regularly in the villages of Rajasthan in association with All India Jain Mahila Mandal Society headed by Smt. Sobhagya Devi Baid, wife of Mr. Panna Lal Baid , CHAIRMAN AND MD of the Company. Those diagnosed with Cancer in treatable stages are funded for their medical aid and treatment.

NEXUS WITH PREM NIKETAN ASHRAM

We are also closely associated with Prem Niketan Ashram which is a school teaching children who happen to be single parent child to empower them from within by various activities and competitions followed by meals.

Newspaper Publications

N/P (English) Notice of NCLT convened meeting of Equity Shareholders October 27 ,2018

N/P (Hindi) Notice of NCLT convened meeting of Equity Shareholders October 27 ,2018

N/P (English) Notice Board Meeting July 25 ,2018

N/P (Hindi) Notice Board Meeting July 25 ,2018

N/P (English) Notice Board Meeting May 29 ,2018

N/P (Hindi) Notice Board Meeting May 29 ,2018

N/P (English) Notice Board Meeting February 07 ,2018

N/P (Hindi) Notice Board Meeting February 07 ,2018

N/P (English) Notice of NCLT convened meeting of Equity Shareholders January 18 ,2018

N/P (Hindi) Notice of NCLT convened meeting of Equity Shareholders January 18 ,2018

N/P (English) Notice AGM November 13, 2017

N/P (Hindi) Notice AGM November 13, 2017

N/P (English) Notice AGM September 15, 2017

N/P (Hindi) Notice AGM September 15, 2017

N/P (English) Notice Board Meeting 11.08.2017

N/P (Hindi) Notice Board Meeting 11.08.2017

N/P (English) Notice Board Meeting 16.05.2017

N/P (Hindi) Notice  Board Meeting 16.05.2017

N/P (English) Notice Board Meeting 03.01.2017

N/P (Hindi) Notice Board Meeting 03.01.2017

N/P (English) Notice Board Meeting 13.10.2016

N/P (Hindi) Notice Board Meeting 13.10.2016

N/P (English) Notice AGM 25.08 2016

N/P (Hindi) Notice AGM 25.08 2016

N/P (English) Notice B.M. 12.08.2016

N/P (Hindi) Notice B.M. 12.08.2016

N/P (English) Notice B.M. 07.05.2016

N/P (Hindi) Notice B.M. 07.05.2016

N/P (English) Notice Postal Ballot 17.03.2016

N/P (Hindi) Notice Postal Ballot 17.03.2016

N/P (English) Notice Board Meeting 21.01.2016

N/P (Hindi) Notice Board Meeting 21.01.2016

Newspaper Publication of Results

Results – 30.06.2018

Results – 31.03.2018

Results – 31.12.2017

Results – 30.09.2017

Results – 30.06.2017

Results – 31.03.2017

Results – 31.12.2016

Results – 30.09.2016

Results – 30.06.2016

Disclosure of Events and Information
Dividend Details
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