REPORT ON CORPORATE GOVERNANCE
(Pursuant to Regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 & para C, D, & E of Schedule V of Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015)
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company's philosophy of Corporate Governance aims at establishing and practicing a system of good corporate governance which will assist the management in managing the Company's business in an efficient and transparent manner and provide the guidelines as to how the company can be directed or controlled such that it can fulfill its goals and objectives in a manner that adds to the value of the company and is also beneficial for all stakeholders in the long term. Core principles of Corporate Governance emerge the cornerstones of Company's governance philosophy, namely trusteeship, transparency, ethical corporate citizenship, empowerment, control and accountability. Company believes that the practice of each of these creates the right corporate culture that fulfills the true purpose of Corporate Governance.
2. BOARD OF DIRECTORS:
As on 31st March 2016, the strength of the Board of Directors was Five Directors, comprising of three non-executive Directors two out of five Directors were independent Directors. The Company is not in compliance with the Regulation 17 of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 pertaining to compositions of Board.
Note: Due to resignation of Mr. D.S. Gupta & Mr. S Ravindran w.e.f. 10th March 2016 & 14th March 2016 respectively. Subsequently the Company in its Board Meeting Dated 16th April 2016 appointed Mr. Vishwas Chitrao as an Additional Independent Director to the Company. As Recommended by Nomination & Remuneration Committee)
b) Meetings of the Board of Directors:
During the year 2015-16, Six Board Meetings were held on 6th April 2015, 29th May & 30th May (meeting of 29th May was adjourned & Board met on 30th May, 2015 2015, 5th August 2015, 8th October 2015, 6th November 2015 and 2nd February 2016
c) Directors Attendance Record and Directorships held:
The information on composition and category of the Board of directors as on 31st March 2016, attendance of each Director at Board Meetings held during the financial year 2015-16 and at the Annual General Meeting held on 5th day of September, 2015, Directorship and committee positions in other Public Limited Companies of which the Director is a
d) Relationship between directors interse:
Mrs. Rohini G. Kalyani is wife of Gaurishankar N. Kalyani & Mr. Viraj G. Kalyani is son of Gaurishankar & Rohini Kalyani. Rest none of the directors are related with each other
e) Number of share held by Non- Executive Director:
Covered in Annexure 1 of Board's Report i.e. MGT-9
f) Code of Conduct:
The Board of Kalyani Forge Limited has laid down a Code of Conduct for all Board Members and Senior Management personnel of the Company. The Code of Conduct is available on the website of the Company, www.kalyaniforge.co.in All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct and the Managing Director has confirmed the same.
g) Particulars of Appointment / Re-appointment of Non-Executive and Executive Directors
The particulars of appointment/re-appointment of Non-Executive and Executive Directors are provided as Annexure - I to the Explanatory Statement annexed to the Notice of S7th Annual General Meeting and disclosed the relevant information as required hereunder pursuant to Regulation 17 of Listing obligation.
Company has complied with Regulation 17 the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015
3. AUDIT COMMITTEE:
a) Brief Description and Terms of Reference:
The Audit Committee of the Company has been constituted in line with the provisions of Regulation 18 of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with section 177 of Companies Act, 201s.
The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures, transparency, integrity and quality of financial reporting.
The Audit Committee comprise of three members all of which are Non-Executive Directors.
Mr. S. Ravindran an Independent Director is the Chairman of the Audit Committee The Meetings of the Audit Committee are, generally, also attended by the Managing Director, Whole Time Director, Chief Financial Officer (CFO), the Statutory Auditors and the Internal Auditors. The Company Secretary of the Company is the Secretary to the Committee.
During the year under the review there was change in Composition of Audit Committee; Mr. C.H. Naniwadekar, Mr. Ashok R. Jemenis & Mr. S. Ravindran resigned from directorship on 1Sth August & 12th August 2015 & 14th March respectively. & Mr. Gaurishankar N. Kalyani Non- Executive Director was appointed as member of Audit Committee. Mr. S. Ravindran was appointed as the Chairman of Audit Committee in Board meeting held on 8th October, 2015 further they resigned from the Directorship w.e.f. 14th March 2016
Terms of reference to Audit Committee cover the matters specified under Regulation 18 of the Listing Agreement with the Stock Exchanges.
Note: Due to resignation of Mr. S Ravindran w.e.f. 14th March 2016 the Company in its Board Meeting Dated 16th April 2016 reconstituted the Committee and appointed Mr. Abhijit Sen as a Chairman of the Audit Committee.
b) Composition and attendance at Audit Committee Meeting:
During the year under review four Audit Committee Meetings were held on 29th & S0th May (meeting of 29th May was adjourned & Committee met on S0th May, 2015), 5th August 2015, 8th October 2015, 6th November 2015, 2nd February 2016.
4. NOMINATION AND REMUNERATION COMMITTEE:
a) Brief Description and Terms of Reference:
The Nomination and Remuneration Committee of the Company has been constituted in line with the provisions of Regulation 19 of the Listing obligation read with section 178 of Companies Act, 2013. The purpose of the Nomination and Remuneration Committee of the Board is to discharge the Board's responsibilities relating to compensation of the Company's Executive Directors. The Committee has overall responsibility for approving and evaluating the Executive Directors compensation plans, policies and programs.
The Committee consists of three Non-Executive Directors out which 2 are Independent Directors.
Mr. Pradip Nadkarni is the Chairman of the Nomination and Remuneration Committee. The Company Secretary of the Company is the Secretary to the Committee.
During the year under the review there was change in Composition of Nomination and Remuneration Committee; Mr. C.H. Naniwadekar, Mr. Ashok R. Jemenis & Mr. S Ravindran resigned from directorship on 13th August 12th August 2015 & 14th March 2016 respectively & Mr. Gaurishankar N. Kalyani Non-Executive Director was appointed as member of Nomination and Remuneration Committee. Mr. Pradip Nadkarni was appointed as the Chairman of Nomination and Remuneration Committee in Board meeting held on 8th October, 2015
Note: Due to resignation of Mr. S Ravindran w.e.f. 14th March 2016 the Company in its Board Meeting Dated 16th April 2016 reconstituted the Committee and appointed Mr. Abhijit Sen as a member of the Nomination & Remuneration Committee.
b) Composition and attendance at Nomination and Remuneration Committee Meeting:
During the year under review, three Meetings of the Nomination and Remuneration Committee took place on 5th August, 2015, 6th November 2015, and 2nd February 2016
c) Remuneration Policy:
The remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice. While deciding on the remuneration for Directors, the Board and Nomination & Remuneration Committee consider the performance of the Company, the current trends in the industry, the director's participation in Board and Committee meetings during the year and other relevant factors. The performance of the Company and individual performance as well employees' potential, criticality and longevity in the grade are considered while determining remuneration to the Employees.
Company has complied with Regulation 19 the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015
d) Nomination and Remuneration Committee Charter:
Nomination and Remuneration Charter has been formed to help the Board to discharge their responsibilities to shareholders, the investment community and other stakeholders with respect to (i) preparations relating to the election of members of the Board of Directors (ii) handling matters within its scope of responsibility that relate to the conditions of employment and remuneration of senior management; (iii) setting the performance standards, budgets and targets for the Executive team of the Company; (iv) setting the compensation and performance bonuses of the Company's executive officers; (v) overseeing the Company's Human Resources and People strategy; (vi) Identifying independent Directors to be inducted to the Board from time to time; (vii) to recommend nomination for Chairmanship & memberships of various committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, etc functioning under the Board of Directors of the company.
e) Remuneration to Directors:
The details of remuneration paid to the Directors are given in Form MGT-9 forming part of the Directors Report.
5. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
a) Brief Description and Terms of Reference:
Stakeholders' Relationship Committee was constituted to look into Redressal of Shareholders and Investors' Complaint matters - non-receipt of annual report, non-receipt of dividend and to look into matters that can facilitate better services and relations.
The committee consists of three Non-Executive Directors out of which two are independent Directors. Mr. Gaurishankar N. Kalyani is the Chairman of the committee.
b) Composition and attendance at the Stakeholders' Relationship Committee:
During the year under review, four meetings of the Stakeholders' Relationship Committee were held on May 29 2015 & June 15 2015. During the year under the review there was change in Composition of Stakeholders Relationship Committee; Mr. C.H. Naniwadekar resigned from directorship on 13th August. & Mr. S. Ravindran Non- Executive Independent Director was appointed as member in Board meeting held on 8th October, of Stakeholders Relationship Committee.
a) Materially Significant Party Transactions:
All related party transactions form part of the Note No. 14 to the Balance Sheet. Saving those, there were no materially significant related party transactions with Company's promoters, directors or its management, their subsidiaries or relatives, etc. that had a potential conflict with the interest of the Company. The register of contracts containing transactions, in which Directors are interested, is placed before the Board regularly. The policy on related party transaction is available on the website of the Company, www.kalyaniforge.co.in
b) Accounting Treatment:
No treatment different from that prescribed in an Accounting Standards has been followed by the Company.
c) Statutory Compliance, Strictures and Penalties:
The Company has complied with rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India and any other statutory authority relating to capital market. No penalties and/or strictures have been imposed on the Company by any Stock Exchange or SEBI or any statutory authority during the last three years
d) Secretarial Audit:
Pursuant to Regulation 7 of SEBI (Listing Obligation & Disclosure Requirement) with the Stock Exchanges, certificates, on half-yearly basis, have been issued by NMK & Associates, Company Secretaries-in-Practice for due compliance of share transfer formalities by the Company.
NMK & Associates, Company Secretaries-in-Practice carried out a Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited ("Depositories") and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with Depositories).
e) Cost Audit:
The Central Government has approved the appointment of Mr. Rahul Chincholkar as Cost Auditor of the Company for the financial year 2015-16.
f) Vigil mechanism
Your Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. As part of the Vigil Mechanism a dedicated telephone line and email address are provided. The Whistle Blower Policy is made available on the website of the Company.
8. MEANS OF COMMUNICATION:
Quarterly and Half-yearly results are published in one of the renowned English and Marathi dailies, published from Pune. The results are also updated on Company's website, www.kalyaniforge.co.in . There is hardly any official news required to be released on website or even in Press.
9. GENERAL SHAREHOLDER INFORMATION
a) AGM Information and Financial Year:
Day, Date and Time of AGM : Tuesday, 2nd August, 2016 at 11.00 a.m.
Venue : Poona Club Ltd., Camp, Pune – 411 001
Financial Year : 1st April 2015 to 31st March 2016
Date of Book Closure : 25th July, 2016 to 2nd August, 2016 (both days inclusive
b) Listing on Stock Exchanges and Scrip Code:
The Company's shares have been listed on the following exchanges:
i. National Stock Exchange of India Limited (NSE), Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051.
NSE Code: KALYANIFRG
ii. Bombay Stock Exchange Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
Scrip Code BSE Code: 513509 Annual listing fees and custodian fees have been paid for the financial year 2016-17
e) Registrar & Share Transfer Agent and Share Transfer System:
Link Intime India Private Limited is the Registrar & Share Transfer Agent (RTA) of the Company in respect of the equity capital in demat and physical mode. They process share transfer and transmission on fortnightly basis. Their address is as follows:
Link Intime India Pvt. Ltd, Block No.202, Second Floor, Akshay Complex, Off.Dhole Patil Road, Near Ganesh Mandir, Pune - 411 001. Tel. /Fax - 020 26160084 E-mail: email@example.com
f) Share Transfer System:
Transfer in physical form has to be lodged with Registrar and Share Transfer Agents. All shares received for transfer were registered and dispatched within thirty days of receipts, if the documents were correct and valid in all respects. The time taken to process dematerialization of shares is ten days upon receipt of documents from Depository Participant.
i) Dematerialization of shares and liquidity:
Company's equity shares are being dealt with in dematerialized form and the ISIN is INE314G0104. As on 31st March, 2016, 27,81,623 (76.46s%) Number of Shares is in demat form.
j) Outstanding GDR/Warrants or convertible bonds, conservation dates and likely impact on liquidity:
The Company has not issued any GDRs/ ADRs/ Warrants or other instruments, which are pending for conversion.
k) Plant Location:
Hot Forging Division (HFD) and Metal Forms Division (MFD) Koregaon Bhîma, Tal: Shirur, Dist. Pune. Pin - 412 207.
Precision Auto comp Division, Gat No. 914/1 & 2, Sanaswadi, Tal: Shirur, Dist: Pune, Pin - 412 208
l) Financial Calendar of the Company relating to future immediate reporting:
The Financial year covers the period from 1st April 2016 to 31st March 2017. Financial Reporting for:
Quarter ending 30th June, 2016 : Upto 14th August, 2016
Half Year ending 30th September, 2016 : Upto 14th November, 2016
Quarter ending 31st December, 2016 : Upto 15th February, 2017
Year ending 31st March, 2017 : Upto 30th May, 2017
Annual General Meeting for the year ended March 31, 2017. : Upto 30th September, 2017
m) Unclaimed Dividend:
Unclaimed/unpaid dividend amounts for the financial year 2007-08 have not been transferred to Investor Education & Protection Fund and no claims will lie against the Company or the Fund in respect of the unclaimed amounts so transferred.
n) Address for Correspondence: Registered Office:
Kalyani Forge Limited Shangrila Gardens, 'C' Wing, 1st Floor, Opp. Bund Garden, Pune - 411 001
Kalyani Forge Limited Koregaon Bhîma, Tal: Shirur Dist.- Pune, Pin - 412 216 Phone: 02137-252335, 252755,252757 Fax: 02137-252344, 252756 For effective and efficient Investor Grievance Management, the Company has dedicated E-mail Id firstname.lastname@example.org
All communications related to Non-receipt of Annual Report, Dividend Warrants, Share Certificates after transfer, etc. may be sent to both the above-mentioned e-mail address, as well as to the e-mail address of our Registrar and Share Transfer Agents, M/s. Link Intime India Pvt. Ltd, Pune, i.e., email@example.com
The Management Discussion & Analysis is annexed to the Directors Report, forming part of the Annual Report.