Board of Directors

As on March 31, 2011 the Company’s Board comprises twelve Directors, including a non executive Chairman, five independent Directors, two nominees of institutions which have invested in or lent to the Company, two Government Nominated Directors and two Whole-Time Directors. The Chairman of the Board is a non promoter, non executive Director.

The composition of the Board is in conformity with Clause 49 of the Listing Agreement, which stipulates that 50 per cent of the Board should comprise of non executive Directors, and if the Chairman is non executive and not a promoter, one-third of the Board should be independent.

Board Meetings

The Board of Directors met six times during the year under review on April 27, 2010, June 28, 2010, August 04, 2010, November 08, 2010, January 31, 2011 and March 28, 2011. The gap between any two meetings was less than four months.

Board Committees

Audit Committee
As on March 31, 2011, the Audit Committee comprises of four members, all of whom are independent Directors. The Audit Committee met five times during the year under review; on April 26, 2010, August 4, 2010, September 01, 2010, November 08, 2010 and January 31, 2011. Mr. Mahendra Shah, Company Secretary of IDFC, is the secretary to the Committee.

Compensation Committee
As of March 31, 2011, IDFC’s Compensation Committee comprises of five Directors. The Compensation Committee met on February 14, 2011. The Compensation Committee of the Company recommends to the Board the compensation terms of whole-time Directors and senior managerial personnel. The minutes of the Compensation Committee meetings are reviewed by the Board.

Nomination Committee
The Nomination Committee assists the Board in the appointment of new Board members, and other related matters like succession planning etc. No meeting of the Nomination Committee was held during the FY 11.

Investors Grievance Committee
As of March 31, 2011, the Investors’ Grievance Committee consists of three Directors, two of whom are independent. The Committee met four times during the year under review; on April 26, 2010, August 04, 2010, November 08, 2010 and January 31, 2011. Mr. Mahendra Shah, Company Secretary of IDFC, is the Compliance Officer for this committee.

Risk Management

IDFC is exposed to three kinds of risk – market risk, credit risk and operational risk. A comprehensive Enterprise Risk Management (ERM) framework ensures that the extent of these risks in the company’s aggregate credit portfolio are assessed on a regular basis by adopting an integrated approach to managing all the three types of risks across entities within the Group Companies.

Risk Management at IDFC is monitored by three separate active sub-committees. These include the Portfolio Review Committee (for portfolio or credit risk), the Asset Liability Committee (for market risk) and the Operational Risk Committee (for operational risk). The Managing Director or his nominee and a Board member are part of these committees, in addition to other functional managers.

Code of Conduct

The Code of Conduct lays down key principles, ethics and guidelines, as required by Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited and the National Stock Exchange of India Limited, for all Board members and designated senior management personnel to be followed in the course of conducting business and in discharging fiduciary obligations towards the Company. more...

Disclosures

Transactions with related parties entered into by the Company in the normal course of business were placed before the Audit Committee. Details of related party transactions are included in the Notes to the Accounts.

Disclosure of accounting treatment in preparation of financial statements
The Company has complied with applicable Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006, in preparation of its financial statements.

Confirmation of Compliance
IDFC has complied with all the requirements of regulatory authorities. No penalties/strictures were imposed on the Company by stock exchanges or SEBI or any statutory authority on any matter related to capital market during the last three years.

Re-Appointment/ Appointment of Directors
Out of the total strength of the number of Directors, eight Directors are liable to retire by rotation. Of the said eight Directors, at least one-third directors retire every year and if eligible, qualify for re-appointment. Dr. Omkar Goswami, Mr. Shardul Shroff and Mr. S. H. Khan are retiring by rotation and being eligible, offer themselves for re-appointment in the ensuing Annual General Meeting. Mr. Bimal Julka was appointed as an Additional Director w.e.f. November 08, 2010 and he will hold the office of Director till the date of the ensuing Annual General Meeting. The Company has received notice from a member of the Company under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Bimal Julka as a Director.

Shareholders

Shareholders’ AGM Meeting
The following Special Resolutions were taken up in the AGM, and were passed with requisite majority.

AGM held on June 28, 2010:

• Appointment of Auditors
• Raising of Capital

Postal Ballot
During FY 11, approval of the members was sought by voting through postal ballot vide Notice dated July 7, 2010 to offer, issue and allot 84,000,000 Compulsorily Convertible Cumulative Preference Shares of 100/- each aggregating to 840 crore to identified investors on the terms and conditions determined by the Board of Directors of the Company and contained in the Explanatory Statement annexed to the said Notice.

Communication to Shareholders
As per the newly inserted Clause 54 of the Listing Agreement, the Company has maintained functional website www.idfc.com containing basic information about the Company e.g. details of its business, financial information, shareholding pattern, compliance with Corporate Governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, etc. and the same are updated at any given point of time. The website also displays all official press releases and presentations to analysts made by the Company.

The quarterly, half-yearly and annual results of the Company’s performance are published in leading newspapers like the Makkal Kural and Business Standard.

Whistle Blower Policy

Fair Practices Code