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:
|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|
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.
We have the following committees:-
Nomination and Remuneration Committee
Stakeholders Relationship 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.
The 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 :
NOMINATION AND REMUNERATION COMMITTEE
To review, assess and recommend the appointment of Whole-time Directors.
Composition of Nomination and Remuneration Committee:
Remuneration to Managing Director and Whole-time Directors
Payment 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 Committee
The 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.
General Body Meetings/ Postal Ballot/ Board Meetings:-
|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 _23.10.2017
- Notice of NCLT convened Unsecured Creditors Meeting _23.10.2017
- Proxy Form & Attendance Slip_Unsecured Creditors Meeting_23.10.2017
- Notice of NCLT convened Secured Creditors Meeting _23.10.2017
- Proxy Form & Attendance Slip_Secured Creditors Meeting_23.10.2017
- Postal Ballot Form_Equity Shareholders Meeting _23.10.2017
- Proxy Form & Attendance Slip_Equity Shareholders Meeting_23.10.2017
- Newspaper Notice_Postal Ballot_2015
- Newspaper Notice of book closure and AGM
- Results of postal ballot alongwith scrutinizer’s report
- Results of e-voting alongwith scrutinizer’s report
- Clause 35A_AGM_16.08.2014
- AGM Proceedings
(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,
Email address: email@example.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: firstname.lastname@example.org
- POLICY FOR DETERMINATION OF MATERIALITY OF INFORMATION OR EVENT
- FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS DURING THE FINANCIAL YEAR 2016-17
- NO OBSERVATION LETTER OF BSE
- TERMS AND CONDITIONS OF ID
- WHISTLE BLOWER POLICY
- CODE OF FAIR DISCLOSURE AND CONDUCT OF UNPUBLISHED PRICE SENSITIVE INFORMATION
- ARCHIVAL POLICY ON DISCLOSURES HOSTED ON WEBSITE OF THE COMPANY
- POLICY FOR PRESERVATION OF DOCUMENTS
- POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS
- POLICY OF FAMILIARIZATION OF INDEPENDENT DIRECTORS
- DOCUMENTION AMALGAMATION
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
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.
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.
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.
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.
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.
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.
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.
- OUTCOME OF BOARD MEETING – Resignation Letter of Mr. Manoj Kumar Jain
- OUTCOME OF BOARD MEETING – 13.11.2017
- OUTCOME OF BOARD MEETING – 11.08.2017
- Disclosure of Material Information – 16.05.2017
- OUTCOME OF BOARD MEETING – 16.05.2017
- DISCLOSURE OF MATERIAL INFORMATION – 21/02/2017
- OUTCOME OF BOARD MEETING – 12.01.2017
- Resignation Letter of Mr. Binod Kumar Choraria
- OUTCOME OF BOARD MEETING – 07.12.2016
- DISCLOSURE OF MATERIAL INFORMATION
- OUTCOME OF BOARD MEETING – 21.01.2016
- OUTCOME OF BOARD MEETING – 05.03.2016
- OUTCOME OF BOARD MEETING – 03.05.2016
- OUTCOME OF BOARD MEETING – 07.05.2016
- OUTCOME OF BOARD MEETING – 12.08.2016
- DISCLOSURE OF MATERIAL INFORMATION – 22.10.2016
- OUTCOME OF BOARD MEETING – 22.10.2016
- NOTICE OF RECORD DATE – 13.10.2016