Kaira Can Company Ltd's ("The Company") Governance philosophy is based on trusteeship, transparency and accountability. As a corporate citizen, our business fosters a culture of ethical behaviour and disclosures aimed at building trust of our stakeholders. The Company's governance framework is based on the following principles:
• Appropriate composition and size of the Board, with each member bringing in expertise in their respective domains;
• Availability of information to the members of the Board and Board Committees to enable them discharge their fiduciary duties;
• Timely disclosure of material operational and financial information to the stakeholders;
• Proper business conduct by the Board, Senior Management and Employees.
• The Company continues to focus its resources, strengths and strategies to achieve its position as a market leader in Metal Packaging segment.
2. GOVERNANCE STRUCTURE:
The Corporate Governance structure at Kaira Can Company Limited is as follows :
1. Board of Directors : The Board is entrusted with the ultimate responsibility of the management, directors and performance of the Company. As its primary role is fiduciary in nature, the Board provides leadership, strategic guidance, objective and independent view to the Company's management while discharging its responsibilities, thus ensuring that the management adheres to ethics, transparency and disclosure.
2. Committees of the Board : The Board has constituted the following Committees viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee and the Stakeholders' Grievance Committee / Stakeholders' Relations Committee. Each of the said Committee has been mandated to operate within a given framework.
3. BOARD OF DIRECTORS:
The Board consists of eminent individuals from industry, management, technical, financial and marketing. The Company is managed by the Board of Directors in coordination with the Senior Management team. The Board periodically evaluates the need for change in its composition and size.
b) Board Meetings
The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The Board Meetings are pre-scheduled and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules. In case of business exigencies the Board's approval is taken through circular resolutions. The circular resolutions are noted at the subsequent Board meeting.
The notice of each Board Meeting is given in writing to each Director. The Agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the meeting. This ensures timely and informed decisions by the Board. The Board reviews the performance of the Company vis-a-vis the budgets/targets.
In the financial year 2015-16, Four Board Meetings were held on May 26, 2015, August 12, 2015, October 29, 2015 and February 9, 2016. The interval between two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013. and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreement
d) Independent Directors
The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and meet with requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchange. A formal letter of appointment to Independent Director as provided in Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreement, has been issued and the brief of terms and conditions were disclosed on the website of the Company viz., www.kairacan.com
e) Information given to the Board
The Company provides the information as set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the Board and the Board Committees to the extent it is applicable and relevant. Such information is submitted either as part of the agenda papers in advance of the respective meetings or by way of discussions during the meeting.
The important decisions taken at the Board/Board Committee meetings are communicated to the concerned departments / divisions.
f) Familiarisation programme for Directors
At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same. The Board of Directors also has discussion with the newly appointed Director to familiarize him with the Company's operations. Further the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and the on-going activities relating to the Company.
g) Governance Codes
Code of Business Conduct & Ethics
The Company has adopted Code of Business Conduct & Ethics ("the Code") which is applicable to the Board of Directors and Senior Management Team (one level below the Board) of the Company. The Board of Directors and the members of Senior Management Team are required to affirm annual Compliance of this Code. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the website of the Company viz., www.kairacan.com
Conflict of Interests
Each Director informs the Company on an annual basis about the Board and the Committee positions he/ she occupies in other companies including Chairmanships and notifies changes during the year. Members of the Board while discharging their duties, avoid conflict of interest in the decision making process.
Insider Trading Code
The Company has adopted a Code of Conduct for Prevention of Insider Trading ("the Code") in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
4. COMMITTEES OF THE BOARD
The Board of Directors have constituted Board Committees to deal with specific areas and activities which concern the Company and need a closer review. The Board Committees are formed with approval of the Board and function under their respective Charters. These Board Committees play an important role in overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals, takes necessary steps to perform the duties entrusted by the Board.
The Board has currently the following Committees :
a) Audit Committee Composition
Audit Committee of the Board of Directors ("the Audit Committee") is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013, the provisions of Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Economics and Risk. Shri. Kirat M. Patel, Non-Executive, Independent Director is the Chairman of the Audit Committee. The other members of the Audit Committee include Smt. Amita V. Parekh, Shri. Laxman D. Vaidya and Shri. Utsav R. Kapadia.
Meetings and Attendance
The Audit Committee met four times during the Financial Year 2015-16. The Company is in full compliance with the provisions of Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee met on 25th May, 2015, 10th August, 2015, 29th October, 2015 and 9th February, 2016. The necessary quorum was present for all Meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company. The Table below provides the attendance of the Audit Committee members
i) Terms of Reference:
The Audit Committee inter alia performs the functions of approving Annual Internal Audit Plan, review of financial reporting system, internal controls system, discussion on quarterly, half-yearly and annual financial results, interaction with Statutory and Internal Auditors, one-on-one meeting with Statutory and Internal Audiors, recommendation for the appointment of Statutory and Cost Auditors and their remuneration, recommendation for the appointment and remuneration of Internal Auditors, review of
Business Risk Management Plan, review of Forex policy, Management Discussions & Analysis, review of Internal Audit Reports significant related party tractions. The Board has framed the Audit Committee for the purpose of effective compliance of provisions of Section 177 of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49 of the Listing Agreement. In fulfilling the above role, the Audit Committee has powers to investigate any activity and to obtain outside legal and professional advice.
ii) Functions of Audit Committee:
The Audit Committee, while reviewing the Annual Financial Statements also review the applicability of various Accounting Standards (AS) referred to in Section 133 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Compliance of the Accounting Standards as applicable to the Company has been ensured in the preparation of the Financial Statements for the year ended March 31, 2016.
The Audit Committee bridges the gap between the Internal Auditors and the Statutory Auditors. The Statutory Auditors are responsible for performing Independent Audit of the Company's financial statements in accordance with the generally accepted auditing practices and issuing reports based on such audits, while the Internal Auditors are responsible for the internal controls.
Besides the above, Managing Director, Executive Director and Chief Financial Officer, Sr. General Manager-Finance & Accounts, the representatives of the Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee Meetings. The Company Secretary acts as a Secretary to the Committee as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreement with Stock Exchange.
The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis the un-audited standalone financial results as required by Clause 41 of the Listing Agreement entered with Stock Exchange and Regulation 33 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company's quarterly results are made available on the website www.kairacan.com and are also sent to the Stock Exchange where the Company's equity shares are listed for display at their web site.
The Audit Committee also oversees and reviews the functioning of a vigil mechanism and Whistle Blower Policy.
iii) Internal Controls and Governance Processes
The Company has appointed a firm of Chartered Accountannts as Internal Auditors to review and report on the internal controls system. The report of the Internal Auditors is reviewed by the Audit Committee. The Audit Committee formulates a detailed plan to the Internal Auditors for the year and the same is reviewed at the Audit Committee meetings. The Internal Auditors submit their recommendations to the Audit Committee and provides a road map for future action.
b) Nomination & Remuneration Committee and its policy :
Terms of Reference
The Nomination & Remuneration committee refers all the matters provided in clause 49 of the listing agreement, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and sec 178 of the Companies Act 2013, and also all matters that may be referred to by the Board of Directors.
The terms of reference of Nomination and Remuneration Committee is to recommend / review remuneration of the Managing Director, Executive Director based on their performance and defined assessment criteria.
The Remuneration Committee also formulate criteria for evaluation of Independent Directors and the Board.
Remuneration to Non- Executive Directors
The Non-executive Directors are paid remuneration by way of sitting fees. The Company has paid sitting fees of Rs.5,000/- per meeting to each Non-Executive Directors for attending the Board Meeting or committee meeting of Directors during the financial year 2015-16.
The Non-Executive Independent Directors do not have any material pecuniary relationship or transactions with the company.
Remuneration to Executive Directors
The appointment and remuneration of Managing Director and Executive Director is governed by the recommendation of Nomination and Remuneration Committee and approved by Board of Directors and Shareholders of the Company at Annual General Meeting.
The Remuneration Policy is directed towards rewarding performance, based on evaluation of achievements.
During the year ended 31st March, 2016, remuneration paid to Mr. A.B. Kulkarni, Managing Director is Rs.37,50,000/- and to Mr. K. Jagannathan, Executive Director & CFO is Rs. 37,02,754/-.
Pursuant to the provisons of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49 of the Listing agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A Structured questionnaire was prepared after circulation the draft forms, covering various aspects of the Board's functioning and Governance.
The performance evaluation of the Managing Director, Executive Director and the Non-independent Directors was carried out by the independent Directors, Directors express their satisfaction with the evaluation process.
Terms of Reference
The Board has clearly defined the terms of reference for the Committee. The Committee looks into the matters of shareholder/investors grievances along with approval of transfer of shares and issue of duplicate/ split/sub-division/consolidation of Share certificates.
During the year 2015-2016, any complaints or request received from shareholders are generally attended and resolved to the satisfaction of the concerned shareholder. There are no investor complaints pending for resolution at the end of the financial year 31st March, 2016
d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating, monitoring and implementation of the framework of 'Corporate Social Responsibility policy' and to provide guidance on various CSR activities to be undertaken by the Company and to monitor process.
The CSR Committee met once during the year on 9th February, 2016
The committee has formulated Company's CSR policy within the framework of Rules made under the Company's Act 2013, Schedule VII of the Companies Act, 2013. As per section 135 of the Companies Act, 2013 the Company was required to spend Rs. 13,38,000 for the financial year 2015-16.
The Board provide a brief outline of the company's CSR policy including the statement of intent reflecting the ethos of the company, broad areas of CSR interest and an overview of activities proposed to be undertaken. The CSR policy has been hosted at the website of the Company.
e) INDEPENDENT DIRECTORS' MEETING
During the year under review, the independent Directors met on 28th March 2016, interalia, to discuss:
• Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;
• Evaluation of Chairman of the Company, taking into account the views of the Executive and nonexecutive Directors;
• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for Board to effectively and responsibly perform its duties.
All the independent Directors were present in the Meeting.
The Company does not have any subsidiary company.
AFFIRMATIONS AND DISCLOSURES
a) Compliances with Governance Framework:
The Company is in compliance with all mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49 of the Listing Agreement.
b) Related party transactions:
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis
The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.kairacan.com
c) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years:
The Company has complied with all requirements of the Listing Agreements entered into with the Stock Exchange as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and various guidelines issued by SEBI. Consequently, there were no strictures or penalties imposed by either SEBI or the Stock Exchange or any statutory authority for non-compliance of any matter related to the capital markets during the last three years.
d) Whistle Blower Policy:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 49 of the Listing Agreement, the Company has formulated Whistle Blower Policy for vigil mechanism for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company's code of conduct. The mechanism provides for adequate safeguards against victimisation of employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.
e) Disclosure of Accounting Treatment:
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.
f) Risk Management:
Business risk evaluation and risk management is an ongoing process within the Company. The assessment is periodically examined by the Board.
a (i) Means of Communication :
The Quarterly Un-audited (Provisional) Results and the Annual Audited Financial results of the Company after they are approved by the Board are sent to the stock exchange immediately and are also published in one vernacular news paper viz., Navshakti and one English news paper viz., Free Press Journal. The results are uploaded on the Company's website www.kairacan.com. The results are published in accordance with the guidelines of the Stock Exchange and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(ii) In line with the existing provisions of the Listing Agreement, the Company has created a separate email address viz., email@example.com to receive complaints and grievances from the investors.
b. Registrar and Share Transfers Agents:
Computech Sharecap Ltd., 147, Mahatma Gandhi Road, Opp. Jahangir Art Gallery, Fort, Mumbai - 400 023.
c. Share Transfer System:
All physical share transfers are effected within 15 days of lodgment, subject to the documents being in order. The Board has delegated the authority for approval of transfer, transmission etc., to Stateholders' Relations Committee comprising of one Non-Executive Director and two Executive Directors.
6. Additional Shareholders information:
a) Annual General Meeting
Day & Date : Friday, 12th August, 2016
Venue : Hotel Kohinoor Park, Ruby Hall, Veer Savarkar Marg, Prabhadevi, MUMBAI - 400 025
Time : 03.00 PM (15.00 hrs.)
b) Financial Calendar
Financial Year : April 01, 2016 to March 31, 2017 for the financial year 2016-17, the tentative dates for declaration of financial results will be for
First Quarter on or before August 14, 2016,
Second Quarter and Half Year on or before November 14, 2016,
3rd Quarter and Nine Months on or before February 14, 2017
Fourth Quarter and Audited Financial Results on or before May 30, 2017 and
Annual General Meeting on or before 30th September, 2017.
c) Book Closure:
The book closure date for the purpose of 53rd Annual General Meeting and payment of dividend will be from Friday, 5th August, 2016 to Friday, 12th August, 2016 both days inclusive.
d) Dividend Payment Date:
The Board of Directors at their meeting held on 27th May, 2016, recommended dividend payout, subject to approval of the shareholders at the ensuing Annual General Meeting Rs.5/- per share, on equity shares of the Company for the Financial Year 2015-16. The Dividend shall be paid to the members whose names appear on Company's Register of Members as on 5th August, 2016 in respect of physical shareholders, in respect of Demat Shareholders dividend will be payable on the basis of beneficial ownership as per details furnished by NSDL/CDSL. The dividend if declared on the Annual General Meeting shall be paid on or after 17th August, 2016.
The unclaimed dividend for a period of seven years is compulsorily required to deposited in Investor Education and Protection Fund (IEPF) Account in accordance with Section 205C of the Companies Act, 1956 administered by the Central Government. The details of unclaimed dividend is posted on the website of the Company.
e) Listing in stock exchanges and stock codes
The names of stock exchange on which the equity shares is listed and respective stock code is as under :
Name of the stock Exchanges Stock Code No.
BSE Ltd. (The Bombay Stock Exchange) 504840
The ISIN number allotted to the Company for demat of shares are as under :
NSDL : INE375D01012
CDSL : INE375D01012
Reconciliation of share Capital Audit Report
As stipulated by SEBI, a qualified Practicing Company Secretary carries out Secretarial 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 Exchange where the Company's shares are listed. 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 (held with NSDL and CDSL) and total number of shares in physical form.
i) Outstanding GDR's/ADR's/Warrant's/Convertible instruments and their impact on equity.
Not Applicable as the company has not issued any GDR/ADR
j). Commodity price risk or foreign exchange risk and hedging activities :
The Company is exposed to price risk of raw materials used for manufacturing its products, due to commodity price variation, foreign exchange fluctuation and changes in Government Policies.
k). Disclosure of commodity price risks and commodity hedging activities :
The Company manages its raw material stock levels to keep the price risk at minimum. The Company is mitigating its Foreign Exchange fluctuation risk partially through natural hedge available in terms of exports. Further the Company devised a Risk Management Policy covering foreign exchange fluctuation risk
l) Equity Shares in the suspense Account: Nil
m) The Company has the following manufacturing and operating Divisions: Can Divisions
1. KANJARI FACTORY : Kanjari - 387325. Dist. Kheda, Gujarat
2. ANAND FACTORY : Amul Dairy Compound, Anand - 388 001. Gujarat (upto 15.02.2016) Cone Division :
3. VITHAL UDYOGNAGAR FACTORY : Unit Plot No.704/1-2, Phase - IV, Anand Sojitra Road, GIDC, Vithal Udyognagar, Dist. Anand, Gujarat
n) Address for correspondence:
Shri. Hiten Vanjara, Compliance Officer, Kaira Can Company Limited, ION House, 1st Floor, Dr. E. Moses Road, Mumbai - 400 011. Tel.Nos. : 0091-22-66608711 Fax No. : 0091-22-66635401 Email : firstname.lastname@example.org Website : www.kairacan.com
o) Shares held in electronic form:
Shareholders holding shares in the electronic form shall provide their bank details for direct dividend credit in their bank account to their depository participants.