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L&T Finance Holdings Ltd.
Change Company :  Go
Chairman : Y M Deosthalee Industry : Finance - NBFC
Last Price Today's Change Open Prev Close Day's Range 52 Week Range
64.05 0.30 63.80 63.75 (64.50)   (63.65) (76.95)   (58.00)
BSE Code 533519
ISIN Demat INE498L01015
Book Value (Rs.) 20.70
Dividend Yield (%) 1.25
Market Cap (Rs Mn) 109717.87
P/E 37.98
EPS (Rs.) 1.68
Face Value (Rs.) 10
Volume 36041.00
March 2014 Select Base Year :

Report on Corporate Governance

A. Company's Philosophy on Corporate Governance

The Company's policy on Corporate Governance is shaped by the twin objectives of transparency and fairness in its business dealings and an adequate system of checks and controls to ensure that executive decisions benefit all stakeholders. The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to fulfil its overall responsibilities and to provide management with the strategic direction needed to create long-term shareholders' value. The Company has always worked towards building trust with the shareholders, employees, customers, suppliers and other stakeholders. The Company believes that good Corporate Governance is dependent on transparency backed by appropriate disclosures, unbiased monitoring and being fair to all including shareholders, especially minority shareholders.

B. Board of Directors

1) Composition of the Board:

The Company's Board of Directors ('the Board') is the guardian of fairness, transparency and accountability and provides appropriate directions with regard to leadership, vision, strategy, policies, monitoring, supervision, accountability to shareholders and to achieve greater levels of performance on a sustained basis as well as adherence to the best practices of Corporate Governance. The Board also provides directions and exercises appropriate control to ensure that the Company fulfils stakeholders' aspirations and societal expectations.

Commensurate with the size of the Company, complexity and nature of various underlying businesses, the Board of your Company consists of persons having professional background, varied experience, knowledge and commitment to discharge their responsibilities and duties. Considering the nature and complexities of business, the size of the Board is optimal. The Company's Board plays a pivotal role in creation of stakeholder value by ensuring that the Company is run on sound ethical business practices and that the resources of the Company are optimally used. The Board reviews and approves the strategy and monitors the actions of the management.

The Board comprises Mr. Y. M. Deosthalee, Chairman & Managing Director, Mr. N. Sivaraman, President & Whole-time Director and seven Non-Executive Directors.

Mr. R. Shankar Raman, a Non-Executive Director, is the Chief Financial Officer and a member of the Board of Directors of Larsen & Toubro Limited, the holding company of the Company. Mr. A. K. Jain, Mr. S. V. Haribhakti, Mr. B. V. Bhargava, Mr. P. V. Bhide, Ms. Kamakshi Rao and Mr. Harsh Mariwala were Independent Directors as defined in Clause 49 of the Equity Listing Agreement for the year ended March 31, 2014. Mr. A. K. Jain is also a member of the Board of Directors of Larsen & Toubro Limited. Mr. S.V. Haribhakti, Mr. B.V. Bhargava, Mr. P.V. Bhide, Ms. Kamakshi Rao and Mr. Harsh Mariwala would be seeking appointment as Independent Directors at the said Annual General Meeting.

With six Independent Directors on the Board during the year under review, the Company has met the spirit of Corporate Governance more than that mandated by the law.

2) Board Procedure:

The Board meetings of the Company as well as of its subsidiaries are scheduled in advance and the notice of each such meeting is communicated in writing to their respective Directors. To consider any specific/ urgent agenda, urgent meetings are called at a shorter notice. In case of exigencies or urgency, resolutions are also passed by circulation in due compliance with the applicable provisions of the Companies Act, 1956.

The business/department heads communicate with the Company Secretary in advance with regard to matters requiring the approval of the Board to enable inclusion of the same in the agenda for the Board meetings. The detailed agenda as approved by the Chairman together with the relevant attachments is circulated amongst the Directors in advance. All major agenda items are backed by comprehensive background information to enable the Board to take informed decision. Where it is not practicable to circulate any document or if the agenda is of the confidential nature, the same is tabled at the meeting without written material being circulated. In special and exceptional circumstances, consideration of additional or supplementary items is taken up with the approval of the chair. Senior Management Personnel are invited to the Board meeting to provide additional inputs for the items being discussed by the Board of Directors as and when necessary. The Board members interact with Chief Executives of the various operating subsidiary companies frequently at the Board meetings and offsite meetings.

With a view to leveraging technology and reducing paper consumption, the Company has adopted a web-based application for transmitting Board/Committee Agenda.

The Directors of the Company receive the Agenda in electronic form through this application. The application meets the high standards of security and integrity that is required for storage and transmission of Board/Committee Agenda in electronic form.

The Minutes of the proceedings of the meetings of the Board of Directors are noted and the draft Minutes are circulated amongst the members of the Board for their perusal. Comments, if any, received from the Directors are incorporated in the Minutes, in consultation with the Chairman. The Minutes are approved by the members of the Board prior to the next meeting and confirmed thereat.

3) Meetings & Attendance:

During the financial year ended March 31, 2014, seven Board meetings were held on April 25, 2013, June 29, 2013, July 23, 2013, October 23, 2013, November 7, 2013, January 23, 2014 and March 21, 2014. The meetings of the Board are generally held at its Corporate Office at City-2, Plot No. 177, C.S.T. Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai - 400098.

The attendance of the members of the Board at the meetings held during the year and at the last Annual General Meeting (AGM) and also the number of other Directorships & Memberships/Chairmanships of Committees as on March 31, 2014 is as follows:

All the Independent Directors have confirmed to the Board that they qualify to be independent as per the definition of 'Independent Director' stipulated in Clause 49 (l)(A)(iii) of the Equity Listing Agreement. These confirmations are placed before the Board meeting on an annual basis.

4) Information to the Board:

The Board of Directors has complete access to the information within the Company, which inter alia includes -

• Annual revenue budgets and capital expenditure plans of the Company and its subsidiaries.

• Quarterly results and results of operations of subsidiaries.

• Financing plans of the Company.

• Minutes of meetings of the Board of Directors and Committees of the Board.

• Minutes of the Board Meetings of material subsidiaries.

• Details of potential acquisitions or collaboration agreement.

• Material default, if any, in financial obligations to and by the Company or substantial non-payment for services rendered, if any.

• Any issue, which involves possible public liability claims of substantial nature, including any Judgment or Order, if any, which may have strictures on the conduct of the Company.

• Developments in respect of human resources.

• Non-compliance of any regulatory, statutory nature or listing requirements and investor service such as non­payment of dividend, delay in share transfer, etc., if any.

5) Post-meeting internal communication system:

The important decisions taken at the Board/Committee Meetings are communicated to the concerned departments/subsidiary companies promptly.

C. Board Committees

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities which concern the Company. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. All business transacted by the Board Committees are placed before the Board for noting.

The Board has currently established the following Committees:

• Audit Committee

• Shareholders'/Investors' Grievance Committee

• Nomination & Remuneration Committee

• Committee of Directors

• Asset Liability Management Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

1) Audit Committee

i) Terms of reference:

The role of the Audit Committee includes the following:

• Holding discussions with the auditors periodically about internal control systems, the scope of audit including the observations of the auditors and review of the quarterly, half yearly and annual financial statements before submission to the Board and also ensuring compliance with internal control systems;

• Overseeing of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors and the fixation of audit fees;

• Approving of payment to statutory auditors for other services of non-routine and material nature rendered by them;

• Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to matters required to be included in the Directors' Responsibility Statement forming part of the Board's Report in terms of sub-section (2AA) of Section 217 of the Companies Act, 1956; changes, if any, in accounting policies and practices and reasons for the same; major accounting entries involving estimates based on the exercise of judgment by the management; significant adjustments made in the financial statement arising out of audit findings; compliance with listing and other legal requirements relating to financial statements; disclosure of any related party transactions & qualifications, if any, in the draft audit report;

• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

• Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice, monitoring the utilisation of proceeds of a public or rights issue, reviewing the report submitted by the monitoring agency, and making appropriate recommendations to the Board;

• Reviewing, with the management, performance of statutory & internal auditors and adequacy of the internal control systems;

• Reviewing the adequacy of the internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;

• Discussing with the internal auditors on any significant findings and follow up thereon;

• 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;

• Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;

• Looking into the reasons for substantial defaults in the payment to the debenture holders, shareholders (in case of non- payment of declared dividends) and creditors, if any; and

• Review of information as prescribed under Clause 49 of the Equity Listing Agreement.

ii) Composition:

The Audit Committee of the Board as onMarch 31, 2014

iii) Meetings & Attendance:

The Committee met five times during the year on April 25, 2013, July 23, 2013, October 23, 2013, November 7, 2013 and January 23, 2014

All the members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Company Secretary is the Secretary to the Committee.

iv) Internal Audit:

The Internal Audit department of L&T Finance Limited, a wholly-owned subsidiary of the Company, provides internal audit services to the Company.

2) Shareholders'/Investors' Grievance Committee

i) Terms of reference:

The role of the Shareholders'/ Investors' Grievance Committee includes the following:

• Review of cases for refusal of transfer/ transmission of shares and debentures;

• Considering and resolving the grievances of shareholders of the Company with respect to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.;

• Reference to statutory and regulatory authorities regarding investor grievances; and

• Providing guidance and making recommendations to improve investor service levels for the investors.

ii) Composition:

iii) Meetings & Attendance:

The Committee met four times during the year on April 25, 2013, July 23, 2013, October 23, 2013 and January 23, 2014.

iv) Details of Shareholders' Requests/Complaints:

During the year under review, the Company has resolved investor grievances expeditiously. During the year under review, the Company/its Registrar received the following complaints from SEBI/Stock Exchanges and queries from the shareholders, which were resolved within the time frame laid down by SEBI:

Pursuant to the coming into force of Section 178 of the Companies Act, 2013, from April 1, 2014, the Company has co-designated the Committee as "Stakeholders Relationship Committee" with a view to comply with the provisions of the Companies Act, 2013, as well as the Clause 49 of the Equity Listing Agreement.

The Board has delegated the powers to approve transfer/transmissions of physical shares and to approve remat of shares to a Share Transfer Committee comprising of three Senior Executives. This Committee held eight meetings during the year for conducting the business delegated to it.

3) Nomination & Remuneration Committee

i) Terms of reference:

The role of the Nomination & Remuneration Committee includes the following:

• To review the overall compensation policy, service agreements and other employment conditions of Executive Directors and Senior Executives just below the Board of Directors and make appropriate recommendations to the Board of Directors;

• To review the overall compensation policy for Non-Executive Directors and Independent Directors and make appropriate recommendations to the Board of Directors;

• To make recommendations to the Board of Directors on the increments in the remuneration of the Directors;

• To assist the Board in developing and evaluating potential candidates for Senior Executive positions and to oversee the development of executive succession plans;

• To review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Senior Executives and make appropriate recommendations to the Board of Directors;

• To evaluate at least once in a year the Senior Executive Officer's performance in the light of these established goals and objectives and based on these evaluations, set the Senior Executive Officer's annual compensation, including salary, bonus and equity and non-equity incentive compensation;

• To review and make appropriate recommendations to the Board of Directors on an annual basis, on the evaluation process and compensation structure for the Company's officers just below the level of the Board of Directors;

• To evaluate the performance of the Company's Senior Executives just below the level of the Board of Directors and to recommend to the Board of Directors the annual compensation, including salary, bonus and equity and non-equity incentive compensation, for such Senior Executives, based on initial recommendations from the Managing Director;

• To provide oversight of management's decisions concerning the performance and compensation of other officers of the Company;

• To review incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking and to review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy and Senior Executive compensation;

• To maintain regular contact with the leadership of the Company, including interaction with the Company's human resources department, review of data from the employee survey and regular review of the results of the annual leadership evaluation process; and

• To formulate the Employee Stock Option Scheme (ESOS), decide the terms and conditions, make appropriate recommendations to the Board of Directors and administer and superintend ESOS.

ii) Composition:

iii) Meetings & Attendance:

The Committee met six times during the year on April 25, 2013, July 23, 2013, August 1, 2013, September 2, 2013, October 21, 2013 and January 23, 2014. The attendance of members at the meetings was as follows:

iv) Board Membership Criteria:

The Board of Directors is collectively responsible for selection of a member of the Board. The Nomination & Remuneration Committee of the Company follows a defined criteria for identification, screening, recruiting and recommending candidates for election as a Director on the Board. While screening, selecting and recommending to the Board new members, the Committee ensures that the Board is objective in its selection, there is absence of conflict of interest and the Board composition ensures availability of diverse perspectives, business experience, legal, financial & other expertise, integrity, managerial qualities, practical wisdom, ability to read and understand financial statements, commitment to ethical standards and values of the Company and ensure healthy debates and sound decision.

The Independent Directors comply with the definition as given under Clause 49 of the Equity Listing Agreement. While appointing/re-appointing any Non-Executive

Directors on the Board, the Committee considers the criteria as laid down in the Equity Listing Agreement.

v) Remuneration Policy:

The remuneration of the Board members is based on the Company's size, its economic and financial position, industrial trends and compensation paid by peer companies. Compensation reflects each Board member's responsibility and performance. The level of compensation to Executive Directors is designed to be competitive in the market for highly qualified executives. The Director on the Board who is in the service of Larsen & Toubro Limited draws remuneration from Larsen & Toubro Limited and is not paid any commission, or sitting fees separately for attending the meetings of the Board and/any Committee of the Company.

The Company pays remuneration to Executive Directors by way of salary, perquisites, retirement benefits (fixed components) and variable remuneration, based on the recommendations of the Nomination & Remuneration Committee, approval of the Board and the shareholders.

The Non-Executive Directors are paid remuneration  by way of commission & sitting fees. The Company pays sitting fees of Rs. 20,000 per meeting to the Non-Executive Directors for attending the meetings of the Board and Committees. The commission is paid as per limits approved by the shareholders, subject to a limit not exceeding 1% p.a. of the profits of the Company (computed in accordance with Section 309(5) of the Companies Act, 1956).

As required by the provisions of Clause 49 of the Equity Listing Agreement, the criteria for payment to Non-Executive Directors is made available under the Investors section of the Company's website i.e. www.ltfinanceholdings.com .

(4) Committee of Directors

i) Terms of reference:

The Committee of Directors of the Company was constituted to facilitate the operational decisions within the broad framework laid down by the Board, such as borrowing power, additional investment in subsidiaries, etc.

iii) Meetings & Attendance:

The Committee met sixteen times during the year on May 17, 2013, July 31, 2013, August

2, 2013, September 23, 2013, October 9, 2013, October 15, 2013, October 16, 2013, October 23, 2013, December 19, 2013, December 24, 2013, January 6, 2014, January 30, 2014, February 11, 2014, March 14, 2014, March 21, 2014 and March 28, 2014. The attendance of members at the meetings was as follows:

5) Asset Liability Management Committee

i) Terms of reference:

The role of the Asset Liability Management Committee includes the following:

• Formalizing the ALM system in the Company;

• Monitoring market risk management systems, compliance with the asset liability management policy and prudent gaps and tolerance limits and reporting systems set out by the Board of Directors and ensuring adherence to the RBI Guidelines issued in this behalf from time to time;

• Monitoring the business strategy of the Company (on the assets and liabilities sides) in line with the Company's budget and decided risk management objectives;

• Reviewing the effects of various possible changes in the market conditions related to the balance sheet and recommend the action needed to adhere to the Company's internal limits; and

• Balance Sheet planning from risk-return perspective including the strategic management of interest rate and liquidity risks.

iii) Meetings:

The Committee met ten times during the year

on April 30, 2013, July 11, 2013, August 08, 2013, September 17, 2013, October 11, 2013, November 22, 2013, December 31, 2013, January 14, 2014, February 28, 2014 and March 31, 2014.

(6) Risk Management Committee

i) Terms of reference:

The role of the Risk Management Committee includes the following:

• To manage the integrated risk which would include Liquidity Risk, Interest Rate Risk, Currency risk, etc.; and

• To devise policies and guidelines for identification, measurement, monitoring and controlling all major risk categories.

iii) Meetings:

During the year, one Meeting was held on March 28, 2014.

(7) Corporate Social Responsibility Committee

i) Terms of reference:

The functions of the Corporate Social Responsibility (CSR) Committee are as follows:

> Formulation of CSR policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and recommendation of the same to the Board;

> Recommending to the Board the amount to be spent on CSR from time to time; and

> Monitoring the CSR Policy of the Company from time to time.

ii) Composition:

The Board of Directors at their meeting held on March 21, 2014, has constituted the Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013. The Committee as on March 31, 2014 comprises:

D. Directors on Boards of Material Subsidiaries

Atleast 1 independent director of the Company is a Director on the Board of each Material Subsidiary of the Company. As at March 31, 2014, Mr. P. V. Bhide is a Director on the Board of L&T Finance Limited; Mr. A. K. Jain and Mr. B. V. Bhargava are Directors on the Board of L&T Infrastructure Finance Company Limited.

E. Other Information Training of Directors:

All Directors of the Company are aware and are also updated as and when required, of their roles, responsibilities & liabilities.

Information to Directors:

The Board of Directors has complete access to the information within the Company, which inter alia, includes items as mentioned in point no. B4 of the Corporate Governance Report. Presentations are made regularly to the Board and its Committees, where Directors get an opportunity to interact with the management. Independent Directors have the freedom to interact with the Company's management.

Statutory Auditors:

The Board has recommended to the shareholders, the re-appointment of Sharp & Tannan (S&T) as Statutory Auditors. S&T has furnished a declaration confirming their independence as well as their arm's length relationship with the Company, also declaring that they have not taken up any prohibited non-audit assignments for the Company.

Mr. Firdosh D. Buchia has signed the audit report for FY 2013-14 on behalf of S&T.

Code of Conduct:

The Company has laid down a Code of Conduct for all Board members and Senior Management Personnel. The Code of Conduct is available on the website of the Company i.e. www.ltfinanceholdings.com . The declaration of the Chairman & Managing Director is given below:

Disclosures:

• During the year, there were no transactions of material nature with the Directors, Management, their relatives or the subsidiaries, that had potential conflict with the interests of the Company.

• Details of all related party transactions form a part of the accounts as required under Accounting Standards (AS) 18 and the same forms part of the Annual Report.

• The Company has followed all relevant Accounting Standards notified by the Companies (Accounting Standards) Rules, 2011 while preparing the Financial Statements.

• There were no instances of non-compliance on any

General Shareholders' Information:

matter related to the capital markets, during the last three years.

Means of Communication:

• Quarterly Results are communicated through a Press Release and newspaper advertisements in prominent national and regional dailies like The Economic Times, Business Standard, Hindu Business Line, DNA Money, Free Press Journal, Navabharat and Navshakti.

• The financial results, official news releases and presentations are also displayed on the website of the Company i.e. www.ltfinanceholdings.com .

• The Annual Report is circulated to all the shareholders and all others like auditors, equity analysts, etc.

• Management Discussion & Analysis forms a part of the Annual Report which is mailed to the shareholders of the Company.

Annual General Meeting

July 24, 2014 at 3.00 P.M.

Birla Matushri Sabhagar, 19, Marine Lines, Mumbai - 400 020.

Financial Year

April 1, 2013 to March 31, 2014.

Date of Book Closure

Tuesday, July 22, 2014 to Thursday, July 24, 2014 (both days inclusive).

Dividend Payment

The dividend of Rs. 0.75 per Equity Share of face value Rs. 10/- each, if approved by the Shareholders at the ensuing Annual General Meeting, will be credited/ dispatched before August 22, 2014.

Listing on Stock Exchanges (Equity Shares)

1. BSE Limited

2. National Stock Exchange of India Limited

The Company has paid the listing fees to the Stock Exchanges.

Listing of Preference Shares

The 9%, Cumulative Compulsorily Redeemable Preference Shares (CCRPS) issued by the Company on private placement basis on October 15, 2013 are listed on BSE Limited. The Company is in the process of listing two tranches of unlisted privately placed CCRPS issued earlier.

Stock Code (Equity)

BSE:533519 NSE: L&TFH

Stock Code (Preference)

BSE : 9LTFIN18PRF

Listing of Debt Securities

The Unsecured, Redeemable, Non-Convertible Debentures issued by the Company are listed on the Wholesale Debt Market (WDM) of National Stock Exchange of India Limited (NSE).

Debenture Trustees

GDA Trusteeship Limited

GDA House, S.No.94/95, Plot No-85, Bhusari Colony (Right), Paud Road, Pune-411 038.

CIN

L67120MH2008PLC181833

Financial Calendar

First quarter* During 4th week of July 2014

Second quarter* During 4th week of October 2014

Third quarter* During 4th week of January 2015

Registrar and Share Transfer Agent

Sharepro Services (India) Private Limited

13 AB, Samhita Warehousing Complex,

2nd Floor, Sakinaka Telephone Exchange Lane, Andheri - Kurla Road, Sakinaka, Andheri (E), Mumbai - 400 072.

Tel: +91 22 6191 5400/412 Fax: +91 22 6191 5444

E-mail: sharepro@shareproservices.com  

Share Transfer System

The Board has delegated the authority for approving transfer, transmission etc. of the Company's securities to the Share Transfer Committee.

The Company obtains from a Company Secretary in practice, half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Equity Listing Agreement with Stock Exchanges and files a copy of the certificate with the Stock Exchanges.

Dematerialization of shares and liquidity

As on March 31, 2014 almost the entire equity capital was held in the dematerialized form with NSDL and CDSL. Only 14,915 shares were held in physical form.

Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity

The Company does not have any Outstanding GDRs/ADRs/ Warrants or any other Convertible instrument as on date.

Plant Locations

As the Company is engaged in the business of Non Banking Financial Services, this section is not applicable.

Address for correspondence

Sharepro Services (India) Private Limited

13 AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Andheri - Kurla Road, Sakinaka, Andheri (E), Mumbai - 400 072.

Tel: +91 22 6191 5400/412 Fax: +91 22 6191 5444

E-mail: sharepro@shareproservices.com  

Address of the Compliance Officer

Mr. N. Suryanarayanan, Company Secretary

L&T Finance Holdings Limited

City - 2, Plot No. 177, C.S.T. Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai - 400 098. Phone No.: 022 - 6621 7300/400

Fax No.: 022 - 6621 7509 E-mail : igrc@ltfinanceholdings.com

Transfer of Amounts to Investor Education and Protection Fund:

Pursuant to the provisions of Sections 205A and 205C of the Companies Act, 1956, the dividend/interest/ refund of applications which remains unclaimed/ unpaid for a period of seven years from the date of transfer to the unpaid dividend/interest/refund account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. In terms of the provisions of Section 205C of the Companies Act, 1956, no claim shall lie against the Company after the said transfer.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 01, 2013 (date of last Annual General Meeting) on the website of the Company i.e. www.ltfinanceholdings.com , as also on the Ministry of Corporate Affairs website.

Securities Dealing Code:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 1992, a Securities Dealing Code for prevention of insider trading is in place. The objective of the Code is to prevent purchase and / or sale of shares of the Company by an Insider on the basis of unpublished price sensitive information. Under this Code, Designated Persons are prevented from dealing in the Company's shares during the closure of Trading Window. To deal in securities beyond the specified limit, permission of the Compliance Officer is also required. All the Designated Employees are also required to disclose related information periodically as defined in the Code. Directors and designated employees who buy and / or sell shares of the Company are prohibited from entering into an opposite transaction i.e. sell or buy any shares of the Company during the next six months following the prior transactions. Directors and designated employees are also prohibited from taking positions in the derivatives segment of the Company's shares.

Mr. Shekhar Prabhudesai, Head - Secretarial & Compliance has been designated as the Compliance Officer for monitoring compliances with this code.

Secretarial Audit:

The Secretarial Audit, at regular intervals, is conducted by the Corporate Secretarial department of Larsen & Toubro Limited, which has competent professionals to carry out the said audit.

As stipulated by SEBI, a Qualified Practising Company Secretary carries out Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges. The Audit confirms that the total listed and paid up capital is in agreement with the aggregate of the total number of shares in dematerialised form and in physical form.

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