1.BRIEF STATEMENT ON COMPANY PHILOSOPHY ON CODE OF GOVERNANCE
In terms of the report of kumarmangalam birla committee on corporate governance and the directives of sebi the listing agreement with stock exchanges has been amended by addition of clause 49 therein the company is required to implement the corporate governance code in letter and spirit in fact the company has already been following some of the sound corporate governance practices . now as stipulated in the listing agreement it is the Endeavour of the company to follow the code of corporate governance by adopting sound corporate practices and complying with varios laws rules regulation and the listing agreement with the stock exchanges .
1.the audit and risk committee has been assigned the following terms of reference
1.oversight of the company financial reporting process and the disclosure of its financial information to ensure that the financial statement is corrent sufficient and credible
2. recommendation for appointment remuneration and terms of appointment of auditors of the company
3.approval of payment of statutory auditors for any services rendered by the statutory auditors
4.reviewing with the management the annual financial statement s and auditors report thereon before submission to the board for approval with particular reference to
a.matters required to be included in the directors responsibility statement to be included in the board report in terms of clause c of sub section 3 of section 134 of the companies act 2013.
b. changes if any accounting policies and practices and reasons for the same
c. major accounting entries involving estimates based on the exercise of judgment by management
d. significant adjustments made in the financial statement arising out of audit findings
e. compliance with listing and other legal requirement s relating to financial statement
g. qualification in the draft audit report
5.reviewing with the management the quarterly financial statement before submission to the board for approval
6.reviewing with the management the statement of uses application of funds raised through an issue the statement of funds utilized for purposes other than those stated in the offer document prospectus notice and the report submitted by the monitoring agency monitoring the utilization of proceed of a public or right issue and making appropriate recommendations to the board to take up steps in this matter
7.review and monitor the auditors independence and performance and effectiveness of audit process
8.approval or any subsequent modification of transactions of the company with related parties
9.scrutiny of inter corporate loans and investment
10.valuation of undertakings or assets of the company wherever its is necessary
11.evaluationof internal financial controls and risk management systemns
12.reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems
13.reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit .
14.discussion with internal auditors on any significant findings and follow up thereon
15.reviewing the findings of any internal investigation by the internal auditors ito matters where there is suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the matter to the board
16.discussion with statutory suitors before the audit commences about the nature and scope of audit as well as post audit discussion to ascertain any area of concern
17.to look in to the reasons for substantial defaults in the payment to the depositors depositors debenture holders shareholder and creditors
18.to review the functioning of the whistle blower mechanism
19.approval of appointment of cfo the whole time financial directors or any other person heading the financial function or discharging that function after assessing the qualifications experience and background etc of the candidate
20.carrying out any other function as is mentioned in the terms of reference of the audit committee
IV. BESIDE THE AUDIT COMMITTEE HAS BEEN GIVEN FOLLOWING POERS TO EXERVISE ITS FUNCTIONS EFFICIENTLY AND EFFECTIVELY:
a)to investigate any activity within its terms of reference
b)to seek information from any employee
c)to obtain outside legal or other professional advice
d.to secure attendance of outsiders with relevant expertise if it considers necessary
v.the audit committee reviews the following
a)management discussion and analysis of financial condition and results of operations
b)statement of significant related party transaction
c)management letters of internal control weakness issued by the statutory auditors
d)internal audit report relating to internal control weaknesses
e)appointment removal and terms of remuneration of the chief internal auditors
ii the following are the terms of reference of the nomination and remuneration committee
the terms of reference of the nomination and remuneration committee are determined on the basis of the provision contained in section 178 of the companies act and clause 49 of the listing agreement accordingly the following are the terms of reference of the nomination and remuneration committee
a)the committee shall identify the persons who are qualified to become directors and who may be appointed in sr management as per the criteria laid down
b)the committee shall recommend to the board the appointment and removal as well as carry out evaluation of the directors performance
c)the committee shall formulate the criteria for determining qualification positive attribute and independence of the directors
d.the committee shall evolve a remuneration policy for the directors key managerial personnel and other employee while formulating the remuneration policy the committee shall keep in view that remuneration is reasonable and sufficient to attract and retain the desired talent in the organization and that the relationship of remuneration to the performance is clear and meets the performance bench marks
e. the committee shall devise policy on board diversity
IV. REMUNERATION POLICY
the company remuneration policy has been given in the dirtectors report to the shareholders at para 10.0
I)BASIS OF RELATED PARTY TRANSACTION
a)the details of related party transaction in accordance with the provision of the companies act 2013 and the accounting standard 18 issued under the companies accounting standards rules 2006 have been provided in para 6 of note 19 to the balance sheet of the company the details of such transaction are placed before the audit committee from to time
b)the transaction with the related parties are in the normal course of business only or as provided in the applicable laws
ii)disclosure of accounting treatment
in preparation of financial statement the company has followed the norms prescribed in the accounting standards
iii)board disclosures risk management
the company has reasonable internal controls and procedures in place which help assess the risk and minimize the same . the internal control and procedures are periodically reviewed to address the deficiencies if any noticed in the course of working or on the suggestion of the auditors with a view to exercising control over risks and consequential losses the company has also started implementing its newly evolved risk management policy which has been approved by the audit and risk committee and the board of directors the brief particulars of the risk management policy have been provided in the directors report at paragraph 6.0(n)
proceed from public issue right issue preferential issue
the company did not issue any share capital during the financial year 2014-15 and hence this is not applicable the company however had planned to issue 1.062 crore share on right basis but the issue was finally not proceeded with
notice period 12 months notice from either side or as mutually agreed
in the event of change in the management of the company due to either merger acquisition amalgamation or restructuring of any kind and if the new management desires to terminated the contract by giving 12 month notice as per above or the person opts to resigning prematurely withig 12 months of change in management the company undertakes to compensate the incumbent before vacation of office with the equivalent of 3 year remuneration or balance of contract period whichever is lower including salary and house rent allowance or the last rent paid for a leased accommodation dased on the actual remuneration for previous 12 months
e)non executive directors of the company do not hold share convertible instruments of the company exvept mr d.n chandari who held 176 share allotted to him on consolidation of fractional entitlement of shareholder in terms of the scheme of compromise approved by honble Calcutta high court these 176 shares have since been transferred in favour of shri b.c.srivastava a directors of the company on cessationof shri d.n.bhandari as company directors
a management discussion and analysis report containing details in theprescrbed areas has been incorpoarated in the directors report as annexure 1 no member of the senior management has during the year under report entered into financial and commercial transaction with the company.
In case of appointment or re appointment of directors the required information is provided as under
Detaids of shri shailendra praiksha sinha proposed to be reappointed on retirement by rotation
Mr.shailendra praksh singa is a commerce graduate and a certificate holder in hotel management from cornell university usa he has also undergone a senior executive programme fromstanford university usa he has over 44 year of industries experience.
Mr sinha has been associated for long with various chambers and trade bodies like bihar chamber of commerce bihar idustioes association and confederation of india industry cii bihar and he has been the the president of bihar industries association he is a known industrialist in the state of bihar . he presently holds directorship besides in the company in a known differential technologies ltd bihar state tourism development corporation ltd and Canterbury results pvt he also holds membership in the stakeholders relationship committee of the company board.
Mr.sinha does not hold any shares in the company and he is also he is not related with any directors of the company
A.2 DETAILS OF SMT. LATA AJAY SRIVASTAVA
smt. Lata ajay srivastava is a graduate and is in social work for a long time she has been a member of inner wheel club of patna which is the women wing of club she has been actively involved in varios philanthropic activities undertaken by rotary international she is also a member of all india women conference bihar chapter she does not hold directorship any directors in any other company she does not hold any share in the company and she is not related with any directors of the company
the non executive directors do not hold any share in the company accept as mentioned at para 7 v e hereinabove
non of the directors of the company is related with the directors proposed to be appointed reappointed
c.the quarterly results and presentations are not sent by the company to the analysis the company regularly sends its quarterly results to the stock exchanges where its shares are listed
d.the company has formed a board committee under chairmanship of shri ravindra Prasad a non executive directors to look into redressal of the shareholders and investors complaints the committee is now designated as stakeholders relationship committee the earlier name being share transfer and shareholders grievances redressed committee /
e)the board has already formed a committee known as stakeholders relationship committee which was earlier known aas share transfer and shareholders grievance refressal committee for expeditors transfer for shares and the company expeditiously transfer the shares as and when request for such transfers are received
viii)there were no occasions of penalty strictures imposed on the company by stock exchange or sebi or any statutory authority on any matter related to capital markets during last 3 year.
xi)whistle blower policy has been implemented and no person willing to approach audit committee has been denied access to the committee
x. report on compliance of mandatory non mandatory requirements
i)compliance of mandatory requirement
all the mandatory requirement of clause 49 have been complied with by the company
ii)non mandatory requirement
the company is complying with the following non mandatory requirement
a)the company financial statement are unqualified financial statement
b)the company has appointed a non executive independent directors as chairman of the company and the positions of the chairman and managing directors are being held by separate persons.
c)the internal auditors have direct reporting relationship with the audit committee.
8.MEANS OF COMMUNICATION
i.the company publishes its quarterly results on regular basis
ii.the quarterly results are published in the following newspapers
a)the financial express Kolkata
b)pratiding a Bengali daily Kolkata
iii.the company has a functional website namely www.kelyanpur.com
iv.the company does not display the official newas relaease.in fact the company generally does not issue news releases
v.the company from time to time makes presentation to the state govt the bank financial institutions or the prospective lenders in relation to its financial performance the company does not make any presentation to the analysts.
9.GENERAL SHAREHOLDER INFORMATION
A.AGM DATE TIME AND VENUE:
Monday the 28th September 2015 at 11.30 a.m the Palladian club lounge the Bengal chamber of commerce &industry 6, nataji subhas road third level Kolkata -700 001
Ii .financial year : 2014-15
III. BOOK CLOSURE DATE : 21st September 2015 to 28th September 2015.
IV. DIVIDEND PAYMENT DATE : since the company does not have distributable profit the board of directors have not recommended any dividend.
v)LISTING AT STOCK EXCHANGE: Calcutta stock exchange Kolkata ii)bse ltd Mumbai
VI)STOCK CODE : 21102-calcutta stock exchange Kolkata 502150-bse lts ,Mumbai
vii)performance in companies to board based indices such as bse sensex crisil index etc: since the volume of shares traded is very small the comparison of company share performance with broad based indices like bse sensex crisil index etc will not be feasible
VIII)REGISTRAR &TRANSFER AGENTS : link intime india (p) lts 59c chowringhee road 3rd floor Kolkata -700 020 phone : 033-22890540 fax : 33-22890839 e-mail : Kolkata@linkintime .co.in
X)SHARE TRANSFER SYSTEM : in terms of directive of seci to have common agency for registration of transfers under bth physical and dematerialized modes both the transfer functions have been entrusted to the above rtas.
DEMATERIALIZATION OF SHARES &LIQUIDITY :
The company shares have been dematerialized by cdsl with isin ine991e01022 .nsdl has however not provided connectivity on the ground that the company net worth does not meet nsdl criteria.
Outstanding Gdrs / Adrs Warrants Or Any Convertible Instruments Conversion Date And Likely Impact On Equity : nil
PLANT LOCATION : p.o.bangari dist rohtas bihar.
ADDRESS FOR CORRESPONDENCE : head office maurya centre ,1-fraser road patna -800 001
ii. REGISTERED OFFICE : 2&3dr.rajendra Prasad sarani (formerly known as clive row)Kolkata-700 001.
COMPLIANCE CERTIFICATE FORM AUDITORS :
This has been obtained and is enclosed as annexre -8 THE CEO/CFO certification is provided in the annul report
12.CEO/CFO CERTIFICATION :
As required under clause 49 of the listing agreement the CEO/CFO certification is provided in the annual report
Code of conduct: board of directors have laid down a code of conduct for all board members and senior management of the company. The code of conduct has been posted on the company website the directors and senior members of the management of the company have affirmed compliance with the code for the financial year 2014-15. A declaration to this effect by the managing directors is included in the certificate provided in terms of para 12 above
ON BEHALF OF THE BOARD
SHAILENDRA PRAKASH SINHA
PLANCE : PATNA
DATE : 22.05.2015.