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Shriram Transport Finance Company Ltd.

BSE: 511218 Sector: Financials
NSE: SRTRANSFIN ISIN Code: INE721A01013
BSE LIVE 15:40 | 11 Dec 1391.70 14.35
(1.04%)
OPEN

1384.70

HIGH

1399.50

LOW

1368.15

NSE 15:46 | 11 Dec 1391.45 16.00
(1.16%)
OPEN

1380.00

HIGH

1400.75

LOW

1368.05

OPEN 1384.70
PREVIOUS CLOSE 1377.35
VOLUME 223455
52-Week high 1399.50
52-Week low 778.00
P/E 22.18
Mkt Cap.(Rs cr) 31,575
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1384.70
CLOSE 1377.35
VOLUME 223455
52-Week high 1399.50
52-Week low 778.00
P/E 22.18
Mkt Cap.(Rs cr) 31,575
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shriram Transport Finance Company Ltd. (SRTRANSFIN) - Chairman Speech

Company chairman speech

e Report for the financial year ended March 31 2017 on compliance by the Company withthe Corporate Governance provisions as prescribed under the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") is given below.

e Company's philosophy on Corporate Governance is aimed at:

(a) Enhancing long term Shareholder value through Assisting the top management intaking sound business decisions; and Prudent financial management.

(b) Achieving transparency and professionalism in all decisions and activities of theCompany.

(c) Achieving excellence in Corporate Governance by Conforming to the prevalentguidelines on Corporate Governance and excelling in wherever possible.

Reviewing periodically the existing systems and controls for further improvements.

ETHICS/GOVERNANCE POLICIES

e Company strive to conduct its business and strengthen our relationships in a mannerthat is dignified distinctive and responsible. We adhere to ethical standards to ensureintegrity transparency independence and accountability in dealing with all stakeholders.Therefore we have adopted various codes and policies to carry out our duties in anethical manner.

BOARD OF DIRECTORS

e Company has put in place an internal governance structure. The Board of Directors ofthe Company consists of professionals from varied disciplines. The day to day managementof the Affairs of the Company is entrusted with the senior management personnel headed bythe Managing Director and CEO who functions under the overall supervision direction andcontrol of the Board of Directors of the Company. The Board meets regularly to discussreview and decide upon the matters such as policy formulation setting up of goalsappraisal of performances with the goals and control functions etc. Some of the powers ofthe Board have also been delegated to Committee(s) which monitors the day-to-day Affairsrelating to operational matters. The Board thus exercises close control over the overallfunctioning of the Company with a view to enhance the stakeholders value.

e Independent Directors have made disclosures confirming that there are no materialfinancial and/or commercial transactions between Independent Directors and the Companywhich could have potential confiict of interest with the Company at large.

BOARD MEETING AND PROCEDURES

The detailed Agenda setting out the business to be transacted at the Meeting(s)supported by detailed notes is sent to each Director at least seven days before the dateof the Board Meeting(s) and of the Committee Meeting(s). In some instances documents aretabled at the meetings and the presentations are also made by the respective executives onthe matters related to them at the Board or Committee Meetings. The Directors are alsoprovided the facility of video conferencing to enable them to participate effectively inthe Meeting(s) as and when required.

e Board evaluates its own performance performance of its Committees and individualDirectors on an annual basis and monitors the effectiveness of the Company's governancepractices for enhancing the stakeholders value.

During the year under review five meetings of the Board of Directors were held onApril 29 2016 July 27 2016 October 25 2016 January 31 2017 and March 10 2017.

e maximum gap between any two meetings was not more than one hundred and twenty days.As mandated by Regulation 25 of the Listing Regulations as of March 31 2017 none of theIndependent Directors of the Company served as an Independent Director in more than sevenlisted entities and as per Regulation 26 of Listing Regulations none of Directors is amember of more than ten Committees or acting as Chairperson of more than five Committeesof the companies in which he/she is a Director. The necessary disclosures regardingCommittee positions have been made by the Directors.

e names and categories of Directors their attendance at Board Meetings held during theFinancial Year and at the last Annual General Meeting (AGM) and number ofMemberships/Chairmanships of Directors in other Boards and Committees of Board are asfollows:

COMPOSITION OF BOARD

e Company's policy is to maintain an optimum combination of Executive andNon-Executive/Independent Directors. The composition of Board of Directors is given inthe table below and is in conformity with Regulation 17(1) of the Listing Regulations andother applicable regulatory requirements.

Name of the Director and Category of Directorship No. of Board Meetings attended Whether attended the last AGM Total no. of Direc- torships Total no. of Memberships of the Committees of Board Total no. of Chairmanships of the Committees of Board
Memberships in Audit / Stakeholders Relationship Committee Member- ships in other Committees Chairman- ships in Audit / Stakeholders Relationship Committee Chairman- ships in other Committees
Mr. S.Lakshminarayanan 4 Yes 3 1 2 1 1
Chairman
Non-Executive
Independent Director
DIN: 02808698
(*)Mr. Umesh Revankar 4 No 5 2 4 0 1
Executive
Managing Director and CEO
DIN: 00141189
Mr. S. M. Bafna 5 Yes 1 0 0 0 0
Non-Executive Independent Director
DIN: 00162546
Mr. Puneet Bhatia 2 No 4 0 0 0 0
Non-Executive Non-Independent
Director
DIN: 00143973
Mr. Amitabh Chaudhry 5 Yes 3 1 8 0 0
Non-Executive Independent Director.
DIN: 00531120
Mrs. Kishori Udeshi 5 Yes 5 2 5 1 3
Non-Executive Independent Director
DIN: 01344073
Mr. Gerrit Lodewyk Van Heerde 5 Yes 1 0 1 0 0
Non-Executive Non-Independent
Director
DIN: 06870337
Mr. S. Sridhar 4 Yes 8 2 2 4 0
Non-Executive Independent Director
DIN: 00004272
Mr. D. V. Ravi 5 Yes 6 2 4 0 1
Non-Executive Non-Independent
Director
DIN:00171603
(*)Mr. Jasmit Singh Gujral 2 Yes NA NA NA NA NA
Managing Director and CEO
DIN: 00196707
**Mr. Ramakrishnan Subramanian 2 NA NA NA NA NA NA
Non-Executive Non-Independent
Director
DIN: 02192747

Notes:

1. In the above table the total number of Directorships of a Director excludes his/herDirectorships in the Company Section 8

Company Private Limited Companies and Foreign Companies.

2. The Memberships and Chairmanships of Directors in Committees do not include theirMemberships and Chairmanships in the Company.

3. None of the above Directors are related inter- se.

4. *Change in the Managing Director and CEO: Mr. Jasmit Singh Gujral was appointed asManaging Director & CEO in place of Mr. Umesh Revankar who resigned as ManagingDirector & CEO from April 30 2016. Mr. Jasmit Singh Gujral ceased to be ManagingDirector & CEO and also Director of the Company from October 26 2016. Mr. UmeshRevankar is appointed as Managing Director & CEO from October 26 2016.

5. ** Mr. Ramakrishnan Subramanian ceased to be Director of the Company w.e.f February03 2017. He was appointed as an Additional Director on July 27 2016.