09 Dec 2016 | Livemint.com

Last Updated: Dec 09, 12:00 AM
L&T Finance Holdings Ltd.


  • 89.05 1.50 (1.71%)
  • Vol: 526803
  • BSE Code: 533519


  • 89.15 1.10 (1.25%)
  • Vol: 3163353
  • NSE Code: L&TFH


Report on Corporate Governance

(Pursuant to Clause 49 of the Equity Listing Agreement with Stock Exchanges)

A. L&T Finance Holdings Limited (the Company's) Philosophy on Corporate Governance

Good Corporate Governance practices are an integral element of business. It is not only a pre-requisite for facing intense competition for sustainable growth in the emerging global market scenario but is also an embodiment of the parameters of fairness, accountability, disclosures and transparency to maximize value for the stakeholders. Corporate Governance is about commitment to values, ethical business conduct, contribution towards social causes and about considering all stakeholders' interest in the conduct of business. Good Corporate Governance is now being recognized as a key risk management tool and a tool for socio-economic development to enhance economic efficiency, growth and stakeholder confidence.

In the Company, focused and consistent efforts are made to ensure that the principles of good Corporate Governance are followed in true spirit while conducting its business. The Company believes that the best board practices, transparent disclosures and shareholder empowerment are necessary for creating shareholders' value.

"The vision of the Company is to be an admired and inspirational financial institution creating sustainable value for all our stakeholders."

The Securities and Exchange Board of India (SEBI) vide its circulars dated April 17, 2014 and September 15, 2014 has amended the guidelines on the Corporate Governance for all listed companies through revised Clause 49 of the Equity Listing Agreement, which is applicable from October 1, 2014. The guidelines mandated by SEBI have been fully complied with. A Report on compliance with the Code of Corporate Governance as prescribed by the SEBI and incorporated in the Listing Agreement is given below:

B. Board of Directors

The Company's Board of Directors provides strategic guidance and directions to the Management with regard

to leadership, vision, strategy and policies, and plays a crucial role in overseeing how the Management serves the short and long term interest of shareholders and other stakeholders, besides fostering a culture for sound decision making. The Board of Directors is responsible for and committed to sound principles of Corporate Governance in the Company.

1. Composition of Board:

The Company is in compliance with the provisions of Section 149 of the Companies Act, 2013 ('the Act') and revised Clause 49 of the Equity Listing Agreement. An effective monitoring system is in place to ensure a transparent board nomination process with diversity of thought, experience, knowledge, perspective and gender on the Board. As on the date of this Report, the Board consists of eight Directors comprising five Independent Directors, one Non-Executive Director and two Executive Directors. Commensurate with the size of the Company, complexity and nature of various underlying businesses, the composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the businesses carried on through its subsidiaries. Mr. Y. M. Deosthalee is the Chairman & Managing Director of the Company while Mr. N. Sivaraman is the President & Whole-time Director of the Company.

All the Independent Directors have confirmed to the Board that they meet the criteria for independence in terms of the definition of 'Independent Director' stipulated in Clause 49(II)(B) of the Listing Agreement and Section 149(6) of the Act. These confirmations have been placed before the Board. None of the Independent Directors holds office as Independent Director in more than seven equity listed companies.

Board Procedure:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board meetings (including Committee meetings) of the Company as well as of its subsidiaries are scheduled in advance and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolution(s) by circulation, as permitted by law, which is confirmed in the subsequent Board meeting.

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 decisions.

Where it is not practicable to circulate any document in advance or if the agenda is of a confidential nature, the same is tabled at the meeting. In special and exceptional circumstances, additional or supplementary items are taken up with the approval of the Chair. Senior Management Personnel are invited to the Board / Committee meeting(s) to provide additional inputs for the items being discussed by the Board of Directors/ Committees thereof as and when necessary. The Board members interact with the Chief Executives of the various operating subsidiary companies at the Board meetings and offsite meetings.

Further, presentations are made on business operations to the Board by the respective heads of various businesses of the L&T Financial Services Group ("Group"). Additionally, presentations are made on various matters including the financial statements, operations related issues, risk management, the regulatory environment or any other issue which the Board wants to be apprised  of.

The Company Secretary is responsible for collation, review and distribution of all papers submitted to the Board and Committees thereof for consideration. The Company Secretary is also responsible for preparation of the Agenda and convening of the Board and Committee meetings. The Company Secretary attends all the meetings of the Board and its Committees, advises / assures the Board on Compliance and

Governance principles and ensures appropriate recording of minutes of the meetings.

With a view to leveraging technology and reducing paper consumption, the Company has adopted a web-based application for transmitting Board / Committee Agenda and Minutes. The Directors of the Company receive the Agenda in electronic form through this application, which can be accessed only through a secure device. 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/Committee(s) 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.

2. Meeting of Independent Directors:

Section 149(8) of the Act read with Schedule IV of the Act require the Independent Directors of the Company to hold at least one meeting in a year, without the attendance of non-independent directors and members of management. The Independent Directors of the Company met on March 18, 2015, pursuant to the provisions of the Act and the Equity Listing Agreement.

3. Meetings & Attendance:

During the financial year ended March 31, 2015, eight Board meetings were held on April 23, 2014, May 28, 2014, June 20, 2014, July 23, 2014, October 22, 2014, January 21, 2015, February 25, 2015 and March 20, 2015. 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

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 the 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, if any.

• Material default, if any, in the 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, 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  non-payment 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.

6. Performance Evaluation:

The Board of Directors has adopted a Policy for Performance Evaluation of the Board/Committees/ Directors. The Policy provides a framework for evaluation of the Board, Chairman of the Board, the Committees of the Board and individual Directors including Independent Directors. As per the Policy, the Company carries out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis. The manner of evaluation carried out with respect to Board/ Committees/Directors is stipulated in the Board's Report.

C. Board Committees

The structure of a Board and the planning of the Board's work are key elements to effective governance. Establishing Committees is one way of managing the work of the Board, thereby strengthening the Board's governance role. 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 business transacted by the Board Committees is placed before the Board for noting.

Pursuant to the provisions of the Companies Act, 2013, Listing Agreement(s) and RBI regulations, the Board has currently constituted the following Committees.

1. Audit Committee (AC);

2. Stakeholders Relationship Committee (SRC) (Previously known as Shareholders'/Investors' Grievance Committee);

3. Nomination and Remuneration Committee (NRC);

4. Corporate Social Responsibility Committee (CSR);

5. Committee of Directors (COD);

6. Asset Liability Management Committee (ALCO); and

7. Risk Management Committee (RMC).

1. Audit Committee i) Terms of reference:

• 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;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the Annual Financial Statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

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 adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications 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 and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the Company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

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

• Reviewing the adequacy of internal audit function, if any, 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;

• Discussion with internal auditors of any significant findings and follow up there on;

• 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;

• Discussion 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, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• Reviewing the functioning of the Whistle Blower Mechanism / Vigil Mechanism;

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

• Investigation into any matter in relation to the items given above or referred to it by the Board and power to obtain professional advice from external sources and have full access to information contained in the records of the Company;

• Right to call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and discuss any related issues with the internal and statutory auditors and the management of the Company;

• Review of information as prescribed under Clause 49 of the Equity Listing Agreement (as amended from time to time).

iii) Meetings & Attendance:

The Committee met nine times during the year on April 23, 2014, June 20, 2014, July 19, 2014, July 23, 2014, August 1, 2014, October 22, 2014, January 21, 2015, February 25, 2015 and March 20, 2015. The

2. Stakeholders Relationship Committee (previously known as Shareholders'/ Investors' Grievance Committee)

i) Terms of reference:

The role of the Stakeholders Relationship Committee includes the following:

• review of cases for refusal of transfer / transmission of shares, debentures and other securities, if any;

• redressal of stakeholders and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of Interest, etc.;

• reference to statutory and regulatory authorities regarding security holders' grievances; and

• otherwise ensure proper and timely attendance and redressal of security holders' queries and grievances.

iv) Details of Shareholders' Requests/Complaints:

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

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 fourteen meetings during the year, for conducting the business delegated to it. Mr. N. Suryanarayanan, Company Secretary, is the Compliance Officer, who deals with Shareholders' Grievance matters.

3. Nomination and Remuneration Committee

i) Terms of reference:

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

• To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every director's performance;

• To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

• To ensure that:

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

• To lay down the evaluation criteria for performance evaluation of Independent Directors and the Board;

• To devise a policy on Board diversity; 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.

iii) Meetings & Attendance:

The Committee met eight times during the year

on April 23, 2014, May 28, 2014, June 20, 2014, October 22, 2014, December 29, 2014, January 9, 2015, January 21, 2015 and March 18, 2015. The attendance of members at the meetings was as follows:

iv) 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. retirement benefits 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.

As required under Clause 49 of the Equity Listing Agreement, the criteria for payment to Non­Executive Directors are made available under the Investors section of the Company's website i.e. www.ltfinanceholdings.com

v) Details of remuneration paid/payable to Directors for the year ended March 31, 2015:

a. Remuneration to Executive Directors

The Executive Directors of the Company are Mr. Y.M. Deosthalee who is designated as the Chairman & Managing Director and Mr. N. Sivaraman who is designated as the President & Whole-time Director of the Company. Mr. Deosthalee and Mr. Sivaraman were paid remuneration during the financial year 2014-15 in accordance with the terms and conditions of the Agreement entered into by the Company with them.

b. Remuneration to Non-Executive Directors

The Company follows a transparent process for determining the remuneration of Non-Executive Directors. Their remuneration is governed by the role assumed, number of meetings of the Board and the committees thereof attended by them, active participation in strategic decision making and inputs to executive management on matters of strategic importance. Besides these, the Board also takes into consideration the external competitive environment, track record, individual performance of such Directors and performance of the Company as well as the industry standards in determining the remuneration of Non-Executive Directors including Independent Directors.

In the backdrop of growing complexities and increasing regulatory requirements, the Non-Executive Directors have contributed significantly and given constructive and useful feedback from time to time. The Commission proposed in respect of Non-Executive Directors for the year, subject to approval of the Nomination and Remuneration Committee is mentioned below. 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.

In addition to the commission, 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.

As required under 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

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

4. Corporate Social Responsibility Committee

i) Terms of reference:

The role of Corporate Social Responsibility (CSR) Committee is as follows:

• Formulation of CSR policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act 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.

5. 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 day to day operational decisions of the Company in terms of borrowing power, additional investment in subsidiaries, etc.

. Asset Liability Management Committee

i) Terms of reference:

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

• 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 and Attendance:

The Committee met twelve times during  the year on April 25, 2014, May 31, 2014,  June 16, 2014, July 31, 2014,  August 20, 2014, September 30, 2014,  October 13, 2014, November 29, 2014,  December 31, 2014, January 31, 2015, February 13, 2015 and March 25, 2015.

7. 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

• Such other functions as the Board may from time to time delegate.

iii) Meetings & Attendance:

During the year, one Meeting was held on February 25, 2015.

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, 2015, Mr. P. V. Bhide is a Director on the Board of L&T Finance Limited and Mr. B. V. Bhargava is a Director on the Board of L&T Infrastructure Finance Company Limited.

E. Other Information

1. Training of Directors:

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

2. 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. Interactions happen during Board/ Committee Meetings, when Senior Management Personnel are asked to make presentations about the performance of the Company to the Board.

3. Statutory Auditors:

The Board has recommended to the shareholders, the reappointment of M/s. Sharp & Tannan (S&T), Chartered Accountants 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 2014-15 on behalf of S&T.

4. Code of Conduct:

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

5. Vigil Mechanism Framework/Whistle Blower Mechanism:

The Board at its meeting held on April 23, 2014 has established a Vigil Mechanism Framework for directors and employees to report genuine concern about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The details of establishment of such mechanism have been disclosed in the website of the Company i.e. www.ltfinanceholdings.com

As on March 31, 2015, no complaint has been received by the Company from any directors or employees of the Company with respect to any wrongdoings that may have an adverse impact on the Company's image or financials of the Company.

7. 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 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, 2006 as amended from time to time while preparing the Financial Statements.

• There were no instances of non-compliance on any matter related to the capital markets, during the last three years nor any penalties, strictures imposed on the Company by the Stock Exchanges(s) or SEBI or any Statutory Authority.

8. 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.

. General Shareholders' Information:

Annual General Meeting

September 8, 2015 at 3.00 P.M.  RAMA & SUNDRI WATUMULL AUDITORIUM, Vidyasagar, Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai - 400020.

Financial Year : April 1, 2014 to March 31, 2015.

Date of Book Closure : Thursday, September 3, 2015 to Tuesday, September 8, 2015 (both days inclusive).

Dividend Payment

The dividend of Rs. 0.80 per Equity share of face value of X 10/- each, if approved by the Shareholders at the ensuing Annual General Meeting, will be credited/ dispatched before October 7, 2015.

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

All the series of Cumulative Compulsorily Redeemable Preference Shares (CCRPS) issued by the Company on private placement basis till date are listed on BSE Limited.

Stock Code (Equity)

BSE : 533519 NSE: L&TFH

Stock Code (Preference)

BSE : 715001, 715007, 715008, 715009, 715010, 715011, 715012, 715014

CIN : L67120MH2008PLC181833

Financial Calendar

First quarter* During 4th week of July 2015

Second quarter* During 4th week of October 2015

Third quarter* During 4th week of January 2016

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, 2015, almost the entire equity capital was held in the dematerialized form with NSDL and CDSL. Only 2,24,746 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 Section 125 of the Act, 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 125 of the Act, 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 July 24, 2014 (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 Securities and Exchange Board of India (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 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.

The Securities and Exchange Board of India with, a view to strengthen the legal and enforcement framework, align Indian regime with international practices, provide clarity with respect to the definitions and concepts and facilitate legitimate business transactions, revamped the old regulations on insider trading and formulated the

SEBI (Prohibition of Insider Trading) Regulations, 2015 (Insider Trading Regulations) on January 15, 2015. These regulations have come into force on May 15, 2015. The Company at its Board meeting held on April 23, 2015 has framed a new Securities Dealing Code in line with the requirements of newsss Insider Trading Regulations.

Mr. N. Suryanarayanan, Company Secretary has been designated as the Compliance Officer for monitoring compliances with this Code. Mr. Suryanarayanan is also appointed as the Chief Investor Relations Officer under the Code to deal with dissemination of information and disclosure of Unpublished Price Sensitive information.

Secretarial Audit

The Board of Directors of the Company at its meeting held on October 22, 2014 has appointed Ms. Naina R Desai, Practising Company Secretary as the Secretarial Auditor of the Company for the Financial Year  2014-2015.

As stipulated by the 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 dematerialized form and in physical form.