28 Apr 2017 | Livemint.com

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Ceeta Industries Ltd.

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  • BSE Code: 514171
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Ceeta Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

1.Brief Statement on company's Philosophy on code of governance

The Company believes in and has practiced good corporate governance. The spirit of corporate governance has prevailed in the Company since its inception. The Company's philosophy is shaped by the values of transparency, professionalism and accountability.

2.Board of Directors

The Board of Directors is constituted in compliance with the provisions of Companies Act, 2013. The Board as on 31st March, 2015 comprised five members, out of which two members are Non- Executive Directors, two members are Independent Directors and one is the Managing Director.

3.Audit Committee

The Audit Committee of the Company was constituted in conformity with the requirements of Clause 49 of the Listing Agreement, as well as Section 177 of the Companies Act 2013. The prime objective of the Audit Committee is to effectively supervise the Company's financial reporting process with a view to discharge the responsibility as per the terms of reference.

Briefly, the terms of reference of Audit Committee are as follows:

The Role of Audit Committee Under Section 177 of the Companies Act 2013 includes:

a) the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) review and monitor the auditor's independence and performance, and effectiveness of audit process;

c) examination of the financial statement and the auditors' report thereon;

d) approval or any subsequent modification of transactions of the company with related parties;

e) scrutiny of inter-corporate loans and investments;

f) valuation of undertakings or assets of the company, wherever it is necessary;

g) evaluation of internal financial controls and risk management systems;

h) monitoring the end use of funds raised through public offers and related matters The Role of Audit Committee Under clause 49 of Listing Agreement includes:

a) Overseeing 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;

b) Recommending the appointment and removal of external auditor, fixation of audit fee and also a pproval for payment for any other services;

c) Reviewing with management the annual financial statements before submission to the Board;

d) Reviewing with the management, external and internal auditors, the adequacy of internal control systems;

e) Reviewing the adequacy of internal audit functions;

f) Discussion with internal auditors any significant findings and follow up thereon;

g) 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;

h) Discussion with Statutory auditors before the audit commences, about the nature and scope of audit as well as have post-audit discussion to ascertain any area of concern;

i) Reviewing the Company's financial and risk management policies;

j) To look into the reasons for substantial defaults in the payment to the depositors, debenture

4. Nomination and Remuneration Committee

The terms of reference, inter alia, includes formulating criteria for determining qualification, positive attributes and independence of directors, carrying out evaluation of Independent Directors and the Board, recommending to Board policy relating to remuneration of Directors, Key Managerial Personnel (KMP) and other employees, carrying out other function as is mandated by the Board from time to time and to perform such other functions which is necessary or appropriate for the performance of duties.

The abridged policy framed by Nomination & Remuneration Committee is as follows. The company considers its human resources as its invaluable asset and harmonize the aspirations of the same which are consistent with the goals of the company. The level and composition of Directors, KMP and Senior Management will be of the nature required to run the company smoothly and adequate to improve productivity and attract, retain and

motivate them. The committee shall determine and recommend their appointment, term of service, qualifications and cessation as per statutory requirement and ethical standards of probity, rectitude, qualification, competence and experience of concerned person further subject to Board's approval.

The relationship of remuneration to performance is clear and meet appropriate performance benchmarks. The remuneration involve a balance between fixed and incentive pay reflecting short and long-term performance to achieve the Company's target. Members will elect the Chairman of the Committee. A member is not qualified to be present when his remuneration or performance is discussed or evaluated respectively. Matters shall be decided by majority of votes of Members present and voting and such decision shall for all purposes be deemed decision of the Committee. In case of equality of votes, the Chairman of the meeting will have a casting vote.

Non Executive Directors may be remunerated in the form of sitting fees for attending the Board Meeting as fixed by the Board occasionally. While deciding remuneration of Managing Director and Executive Directors the committee considers pay and comprehensive factors of industry and concerned person so as to remunerate them fairly and reasonably along with some perquisites, allowances and the likes as per the rules of the company, subject to statutory requirements.

The remuneration of the other employees is fixed occasionally as per the guiding principle outlined above and considering industry standard and cost of hiring .In addition to basic salary they are also provided other benefits as per scheme of the company and statutory requirements where applicable. The detailed policy can be viewed at Company's website www.ceeta.com

5.Stakeholders Relationship Committee

The Board constituted a Committee under the chairmanship of Sri S. L. Singhania (Non-Executive Independent Director) to look into the matters of redressing of the stakeholders/investors complaints, approves transfer / transmission of shares, issue of duplicate share certificates etc.

There being no investor complaint pending, the committee reviewed the existing procedures for attending to complaints as and when they arise.

As per clause 47 of the Listing Agreement, Miss Sneha Binani, Company Secretary, is appointed as Compliance Officer w.e.f. 01-06-2014 who oversees matters of redressing investor complaints / grievances.

The Board of Directors also constituted the sub-committee for share transfer and delegated the powers of authentication the transfer of shares to senior executives of the Company.

There being no investor complaint pending, the committee reviewed the existing procedures for attending to complaints as and when they arise.

As per clause 47 of the Listing Agreement, Miss Sneha Binani, Company Secretary, is appointed as Compliance Officer w.e.f. 01-06-2014 who oversees matters of redressing investor complaints / grievances.

The Board of Directors also constituted the sub-committee for share transfer and delegated the powers of authentication the transfer of shares to senior executives of the Company.

7. Disclosures

The Company did not enter into any transaction of material nature with promoters, directors or the management, their subsidiaries or relatives, etc. that might have potential conflict with the interests of the Company at large.

The Company complies with all mandatory requirements of Clause 49 of Listing Agreement.

8. Code of Conduct

The Board of Directors has adopted the Code of Conduct for Directors and Senior Management. The said Code has been communicated to the Directors and Senior Management.

9. Means of Communication

Timely discloser of consistent, comparable, relevant and reliable information on corporate financial performance is at the core of good governance. Towards this end -

• The Board of Directors of the Company approves and takes on record the quarterly un-audited financial results in the format prescribed by the Stock Exchanges within 45 days of the close of every quarter and intimates to the Stock Exchanges immediately after they are taken on record.

• The coverage is given for the benefit of the shareholders and investors by publication of the financial results in newspapers normally in 'The Financial Express' and 'Amruthavani, Karnataka', within the stipulated time. The Company also publishes its annual audited results in these newspapers within the stipulated period of 60 days.

• The Company's website is www.ceeta.com, where it displays financial results and other reports and its e-mail address is kolkata@ceeta.com

• At present company neither displays official news release for the above said results and reports nor making any presentation to institutional investors or to the analysts.

• The Report of the Directors, forming part of the Report and Accounts, includes all aspects of the Management Discussion and Analysis Report.

10. General Shareholders Information:

a) Annual General Meeting: Date, Time and Venue

Forthcoming Annual General Meeting is scheduled to be held on Saturday, 26th September, 2015 at 11:30 A.M. at your Company's Registered Office at Plot No.34-38, KIADB Industrial Area

b) Financial Calendar for the year 2015- 2016

Financial Reporting for the quarter ending : 30th June, 2015 : Within 15th August, 2015

Financial Reporting for the quarter ending : 30th September, 2015 : Within 15th November,2015

Financial Reporting for the quarter ending : 31st December, 2015 : Within 15th February, 2015

Financial Reporting for the quarter and : 31st March, 2016 : Within 30th May, 2016

c) Date of Book Closure

20th September, 2015 to 26th September, 2015 (both days inclusive) on account of forthcoming Annual General Meeting.

d) Dividend Payment Date

The Company did not declare any dividend.

e) Listing on Stock Exchanges & Stock Code

The Company's Shares are traded at Bombay Stock Exchange Limited. The stock code with The Bombay Stock Exchange Ltd. is - 514171. The annual listing fee has been paid to the Stock Exchange and there is no outstanding amount payable to the exchange.

f) Registrar and TransferAgents

The Company continued appointment of M/s.Niche Technologies Pvt. Ltd. of D-511, Bagree Market, 71, B.R.B. Basu Road, Kolkata - 700 001, Ph.- 033-22357270 / 7271, e­mail- nichetechpl@nichetechpl.com  as the Registrar and Share Transfer Agents of the Company.

g) Share Transfer System

The transfer of shares, both in physical and electronic mode, are registered and returned within the requisite period by Registrar and Transfer Agent, if the documents are clear in all respects. The shareholders of the Company are requested to send their shares directly to the RTA for transfer or registry related work. However, for the sake of the convenience of the investors / shareholders, the Company shall continue to receive request for transfer of shares

k) Dematerialization of Shares and Liquidity

The Equity Shares of the Company are registered with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for having the facility of Dematerialization of shares and its ISIN NO. is - INE 760 J 01012

l) Plant Location

Granite Division and Registered Office: Plot No.34-38, KIADB Industrial Area Sathyamangalam, Tumakuru - 572 104 Karnataka.

m) Address for Correspondence and Corporate Office

240B, A.J.C.Bose Road 2nd Floor, Kolkata - 700 020 Phone- 033-22832925/ 26 E-mail : kolkata@ceeta.com

n) Compliance Certificate from the Auditors

The Company has obtained a certificate from the Statutory Auditors certifying compliance of the mandatory recommendations mentioned in the clause 49 of the listing agreement. The certificate is annexed.