REPORT ON CORPORATE GOVERNANCE
Corporate Governance represents the value framework, rules, practices by which a company conducts its business activities. Corporate Governance essentially involves balancing the interests of many stakeholders in a company which include its shareholders, management, customers, suppliers, financers, government and the community.
Your Company has complied in all material respects with the requirements of the Corporate Governance Code as per Clause 49 of the Listing Agreement with the stock exchanges. A report on the implementation of the Corporate Governance Code of the Listing Agreement by the Company is given below:
Company's Philosophy on Corporate
Your Company continues to practice the principle of good Corporate Governance. It is Company's firm belief that good Corporate Governance is a key to success of business. The Company's philosophy envisages an attainment of highest level of the transparency and accountability in its operations so that Company's goal of creation and maximization of wealth of the shareholders could be achieved. Clause 49 of the Listing Agreement entered with Stock Exchanges incorporate certain mandatory disclosure requirements With regard to Corporate Governance Rules, in this regard we are pleased to report the following:-
Composition of Board
The Board of the Company is well structured with adequate blend of Executive and Independent Directors. The present strength of the Board is of Three Directors and one Chief Financial Officer. Mr. Dheeraj Babulal Shah as Managing Director and Chairman, Mr Praful Arvindbhai Solanki, Mrs. Sonal Neeraj Virani, Independent and NonExecutive Director of the Company and Ms. Pratiksha Mashkariya is CFO of the Company. Thus the post of Chairman and Managing Director are held by same person.
Since Mr. Dheeraj Shah belongs to the promoter category, at least one half of the Board should comprise of Independent Directors as per Corporate Governance Rules. The Company has structured its Board to comply the said requirement. Presently, two Directors among Three Directors of Board are Independent Directors, namely Mr. Praful Solanki & Mrs. Sonal Virani. Accordingly, the Company has complied with the Corporate Governance Rules regarding composition of Board of Directors.
The Board has received confirmation from the Non-Executive and Independent Directors that they qualify to be considered as independent as per the definition of 'Independent Director' stipulated in Clause 49 (II)(B) (I) of the Listing Agreement and Section 149(6) of the Companies Act, 2013 (hereinafter called "the Act"). None of the Directors of the Company is related to each other.
None of the Directors hold directorships in more than 20 companies. Further, any individual director's directorships in public companies do not exceed 10. None of the Directors is serving as a member of more than ten committees or as the Chairman of more than five committees across all the public companies of which he is a Director. Necessary disclosures regarding committee positions in other public companies as on March 31, 2015 have been made by the Directors.
The composition of the Board of Directors and their attendance at the meetings during the period and at the last Annual General Meeting as also number of other directorships, membership of committees are as follows:
The Board meetings are generally held at the registered office of the Company. The Board met 12 (Twelve) times during the financial year 2014-15 on 01/04/2014, 15/05/2014, 10/06/2014, 13/06/2014, 24/06/2014, 27/06/2014, 13/08/2014, 22/09/2014, 12/11/2014, 28/11/2014, 13/02/2015 and 24/03/2015. The gap between two meetings did not exceed 120 days. The required quorum was present at all the above meetings.
The Company plans and prepares the schedule of the Board meetings in advance to assist the Directors in planning their calendar. The schedule of meetings and the agenda thereof are finalized in consultation with the Managing Director. The agenda are pre-circulated with supporting documents and executive summaries, if any, required.
The Board meets at regular intervals. Generally, seven meetings are held every year with at least one meeting in every quarter, inter alia, to consider, review and approve the quarterly results. Additional meetings of the Board are held when deemed necessary. In case of business exigencies or urgencies, the resolutions are passed by way of circulation to the extent permissible under the Act.
Meeting of Independent
The Company's Independent Directors met on 31st March, 2015 without the presence of the Chairman & Managing Director and the Senior Management team. The meeting was attended by all the Independent Directors and was conducted to enable the Independent Directors to discuss matters prescribed under Schedule IV to the Act and Clause 49 of the Listing Agreement.
• Evaluation of performance of Non-independent Directors. Audit Committee members and the Board of Directors as a whole;
• Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;
• Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Code of Conduct
The Company has adopted a Code of Conduct ("Code") which applies to all the Board members and Senior Management Personnel of the Company. It is the responsibility of all Board members and Senior Management Personnel to familiarize themselves with Code and comply with its provisions. The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code.
The Code of Conduct for the Board Members and Senior Management of the Company has been formulated which is posted on the Company's website www.kamalakshifinacne.com Requisite annual affirmations of compliance with the code have been made by the Directors and Senior Management of the Company.
Committees of the Board:
The Board Committees focus on specific areas mentioned in their terms of reference and make informed decisions within the authority delegated to them. Each Committee of the Board is guided by its terms of reference. The Committees also make specific recommendations to the Board on various matters required. All observations, recommendations and decisions of the Committees are placed before the Board for its information or approval. All the minutes of committee meetings are placed before the Board for its noting.
The Company has following Committees of the Board. Specific terms of reference have been laid out for each of them.
The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the stock exchanges read with Section 177 of the Companies Act, 2013.
Terms of reference
a. Review and monitor the Statutory Auditors' independence and performance and their remuneration;
b. Effectiveness of audit process;
c. Oversight of the Company's financial reporting process and the disclosure of its financial information;
d. Reviewing with the management, the quarterly and annual financial statements before submission to the Board for approval, examination of the financial statements and the auditors' report;
e. Select and establish accounting policies;
f. Review Reports of the Statutory and the Internal Auditors;
g. Approval (wherever necessary) of transactions of the Company with its related parties including subsequent modifications thereof;
h. Scrutiny of inter corporate loans and investments;
i. Valuation of undertakings or assets of the Company;
j. Reviewing the risk assessment and minimization procedures, evaluation of internal financial controls and risk
management systems; k. Monitoring end use of the funds, etc; l. Functioning of the Whistle Blower Policy/Vigil Mechanism; m. Review of Financial Statements and investments of subsidiary companies; n. Management Discussion & Analysis of financial condition and results of operations;
o. Review of material individual transactions with related parties not in normal course of business or which are not on an arm's length basis, if any.
Meetings and Attendance
The Audit Committee met Five times during the financial year 2014-15 on April 1, 2014, May 12, 2014, August 11, 2014, November 10, 2014 and February 11, 2015. The required quorum was present for all the Audit Committee meetings. The Audit Committee comprises Mr. Praful Solanki as a Chairman and Mrs. Sonal Virani and Mr. Dheeraj Shah as Members of the Committee.
Stakeholders Relationship Committee
In accordance with the provisions of Section 178 of Companies Act, 2013 and Clause 49 of Listing Agreement, the erstwhile Investor Grievance Committee has been reconstituted as Stakeholders Relationship Committee (SRC) by the Board of Directors at its meeting held on 15th May, 2014.
Terms of reference
The salient functions of the SRC include, overseeing the allotment/approvals & rejection of transfer/ transmission of shares; issue of duplicate share certificates; review and redressal of the investors' complaints; and compliance with listing requirements for securities of the Company, including dematerialization and/or Rematerialization of securities.
The composition of the SRC was modified during the year, by nominating Mr. Praful Solanki as Chairman and Mrs. Sonal Virani and Mr. Dheeraj Shah as new member in place of Mr. Hetal Kumar Shah Mr. Naresh Gurav and Mrs. Sheetal Shah.
Meetings and Attendance
The Stakeholder Relationship Committee met five times during the financial year 2014-15 on April 25, 2014, June 16, 2014, July 29, 2014, October 28, 2014 and January 24, 2015.
Details of Shareholders' Complaints
As per the report from the Registrar & Share Transfer Agents, Zero Complaints were received from the shareholders/ Investor during the year ended 31st March 2015.
Name, designation and address of Compliance Officer under Clause 47 of the Listing agreement with the stock exchanges, Mr. Dheeraj Shah -Managing Director.
Nomination and Remuneration Committee
In accordance with the provisions of Section 178 of Companies Act, 2013 and Clause 49 of Listing Agreement, the erstwhile Investor Remuneration Committee of the Board was reconstituted as Nomination and Remuneration Committee (NRC) by the Board of Directors at its meeting held on 15th May, 2014.
The composition of the SRC was modified during the year, by nominating Mr. Praful Solanki as Chairman and Mrs. Sonal Virani and Mr. Dheeraj Shah as new member in place of Mr. Hetal Kumar Shah Mr. Naresh Gurav and Mrs. Sheetal Shah
Scope and Function
The broad terms of reference of the Nomination and Remuneration Committee are:
a) Formulate the criteria for determining qualifications, positive attributes and independence of a director;
b) Identify and recommend to the Board of Directors, the appointment of persons considered capable and fit for the role of a director based on the criteria so formulated;
c) Evaluation of Directors' performance;
d) Recommend to the Board of Directors a policy relating to the remuneration for the directors, key managerial personnel and other senior employees of the Company; and
e) Recommending the appointment of Key Managerial Personnel (KMPs) and approving their remuneration.
Meetings and Attendance
The Nomination and Remuneration Committee met two times during the financial year 2014-15 on 6th May, 2014 and November 18, 2014.
Subsidiary and Associate Companies
As on date Company does not have any Subsidiaries and Associate Companies.
Independent Directors Meeting
The Company's Independent Directors met on March 31, 2015 without the presence of the any KMP and the Senior Management team. The meeting was attended by all the Independent Directors and was conducted to enable the Independent Directors to discuss matters prescribed under Schedule IV to the Act and Clause 49 of the Listing Agreement.
A. DISCLOSURE ON MATERIAL RELATED PARTY TRANSACTIONS
During the year/period ended 31st March 2015, there has been no materially significant transaction entered by the Company with any party, which is considered to have potential conflict with the interest of the Company at large. The details of all related party transactions are placed and approved by the audit committee and the Board of Directors on periodical basis. said policies are available on the Company's website at www.kamalakshifinance.com .
B. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of the Company's shares by the Directors and employees while in possession of unpublished price sensitive information in relation to the Company or its securities. The Company has appointed the Compliance Officer to ensure compliance of the said Code by all the Directors, Senior Management Personnel and employees likely to have access to unpublished price sensitive information.
C. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We affirm that no director or employee has been denied access to the Audit Committee during financial year 2014-15. The Policy provides that no adverse action shall be taken or recommended against an employee in retaliation to his/her disclosure in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Group.
D. Disclosures Of Accounting Treatment
While preparation of the Financial Statements, the Accounting Standards, issued by The Institute of Chartered Accountants of India (ICAI), have generally been followed.
Means of Communication
Effective communication of information is an essential component of Corporate Governance. It is the process of sharing information, ideas, thoughts, opinions and plans to all stakeholders which promotes management -shareholder relations. The Company regularly interacts with its members through multiple channels of communication such as results announcement, annual reports, media releases, and Company's website and through green initiatives.
• Intimation to Stock Exchange - Your Company believes that all the stakeholders should have access to adequate information about the Company. All information, which could have a material bearing on the share prices, is released at the earliest to the BSE in accordance with the requirements of listing agreement.
• Newspapers - The financial results and other communications of the Company were normally published in 'Financial Express' and 'Aapla Mahanagar'.
• Website - The Financial Results were also displayed on the Company's website www.kamalakshifinance.com The Company also keeps on updating its website with other relevant information, as and when required. The company did not make any official news releases nor made any presentations to the institutional investors or analysts, during the period under review.
• Annual Report - Annual Report containing, inter alia, the Standalone Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to members of the Company prior to the AGM. The Report on Management Discussion and Analysis forms part of the Annual Report. The Annual Report of the Company is also available on the website of the Company in a user friendly and downloadable format.
General shareholder information
This section, inter alia, provides information to the shareholders pertaining to the Company, its shareholding pattern, share price movements, top 10 shareholders and other information, in terms of Clause 49 of the Listing Agreement.
A. 42nd Annual General Meeting:
Day & Date Friday, 11th September, 2015
Time 11.00 am.
Venue B/411, Crystal Plaza, New Link Road, Andheri West, Mumbai -400 53.
B. Financial Calendar (2015-
Financial Year :April 1 to March 31
For consideration of Unaudited/Audited Financial Results
Results for quarter ending June 30, 2015 :On or before August 15, 2015
Results for quarter ending September 30, 2015: On or before November 15, 2015
Results for quarter ending December 31, 2015 :On or before February 15, 2016
Results for quarter ending March 31, 2016 :On or before May 30, 2016
Annual General Meeting for the year ending March 31, 2016 :On or before September 30, 2016
C. Book Closure Date
The Company's Share Transfer Books and Register of Members of equity shares shall remain closed from the 07/09/2015 TO 08/09/2015, (both days inclusive).
D. Share Transfer System
Transfer of shares in physical form is processed by the Company's Registrars & Transfer Agents (RTA) generally within fifteen days from the date of receipt, provided the documents are complete in all respects. All requests for transfer/transmission in physical form after they are processed by the RTA are submitted to the Company for the necessary approval. The Chairman & Managing Director is authorized by the Board to consider and approve the share transfer/transmission requests received in physical form from time to time.
Investors may kindly take note that SEBI has mandated that in case of securities market transactions and off-market/private transactions involving transfer of shares of a listed company in physical mode, it shall be compulsory for the transferee(s) to furnish a copy of the PAN card to the Company/RTA, together with the transfer documents for registering transfer of such shares.
Total 2,83,89,410 equity shares representing 100% of the Company's total equity shares are dematerialized and are held by Shareholders in electronic mode. These shares can be transferred through the depository participants in electronic mode. The remaining 590 equity shares representing 0.00% are held by the shareholders in physical form. Percentage of Shares held in physical and dematerialized form as on 31st March, 2015.
Quarterly Audit of Share Capital
As required by the Securities and Exchange Board of India (SEBI), quarterly audit of the Company's share capital is being carried out by a Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the total issued and listed capital of the Company. The certificate received from the Practicing Company Secretary is submitted to BSE and is also placed before the Stakeholder Relationship Committee on a quarterly basis.
For Transfer / Dematerialsation of Shares, payment of dividend on shares, interest and redemption of debentures and any other query relating to the shares and debenture of the Company.
Purva Sharegistry (India) Pvt. Ltd. (Purva)
Unit No. 9, Shiv Shakti Indl. Esate. J .R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (East), Mumbai 400 011.
For Any other query
M/s. Gromo trade & Consultancy Limited
(Formerly Kamalakshi Finance Corporation Ltd) CIN: L74899DL1985PLC019933 Regd Off: B/411, Crystal Plaza, Opp. To Infinity mall, New Link Road, Andheri (West), Mumbai-400053. Tel: 60505001
Website: www.kamalakshifinance.com Email Id: firstname.lastname@example.org