CORPORATE GOVERNANCE REPORT
1. Company's Philosophy on Corporate Governance:
Corporate Governance is the application of best management, continued compliances of law and adherence to ethical standards to achieve the Company's objectives of enhancing shareholder, value and discharge of social responsibilities. Adopting high standards gives comfort to all existing and potential stakeholders including government and regulatory authorities, customers, suppliers, bankers, employees and shareholders.
The Company remains resolute in its commitment to conduct business in accordance with the highest ethical standards and sound Corporate Governance practices. The Company strongly believes that sound and unambiguous system of Corporate Governance practices go a long way in enhancing shareholder value and retaining investor trust and preserving the interest of all stakeholders in a context where ethics and values are under siege.
The Company confirms that compliance of the Corporate Governance Norms as contained in Clause 49 of the Listing Agreement with the Stock Exchange, the details of which are given herein below:
2. Board of Directors:
The Board of Directors as at 31st March, 2015 consisted of 13 (Thirteen) Directors of whom eight are non-executive Directors. The Company has a non-executive and independent Director as a Chairman and one-third of the total number of Directors is independent. The number of non-executive Directors is more than 50% of the total number of Directors. The composition of the Board is in conformity with Clause "49" of the Listing Agreement.
(a) Number of Board Meeting:
Four Board Meetings were held during the period 1st April, 2014 to 31st March, 2015 on the following dates: (i) 27th May, 2014, (ii) 12th August, 2014, (iii) 12th November, 2014 and (v) 4th February, 2015.
(d) Board Procedure:
A detailed agenda folder is sent to each Director in advance of Board and Committee Meetings. To enable the Board to discharge its responsibility effectively, the Managing Director as a Chief Executive Officer of the Company briefs the Board at every Meeting on the overall performance of the Company. A detailed functional report is also placed at every Board Meeting. Amongst other things, the Board also reviews strategies and business plans, compliance with statutory / regulatory requirements and review of major legal issues, adoption of quarterly / half-yearly / annual results, investor's grievances, minutes, investment and exposure limits, major accounting provisions and write-offs, Minutes of Meetings of the Audit Committee and Committee of Directors of the Board, etc.
3. Committees of the Board:
(i) Audit Committee
During the year, the Audit Committee of your Company was comprised of five Members of which four were Non-Executive & Independent Directors, namely, Mr. Satish Chandra Gupta being the Chairman, Mr. Narendra Kumar Gupta, Mr. Ramesh J. Patel, Mr. B.D. Jogani and one Promoter Non-Executive Director, namely Mr. Sorabh Gupta.
The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and the requirements of Clause 49 of the Listing Agreements and inter alia include:
• Overview of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial state is correct, sufficient and credible.
• Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the Statutory Auditors and the fixation of their fees.
• Review of the internal control systems with the Management, Internal Auditors and Statutory Auditors.
• Review with the Management, the annual financial statements before submission to the Board for approval, with special emphasis on accounting policies and practices, compliance and other legal requirements concerning financial statements.
• Review of adequacy of internal audit function, significant internal audit findings and follow-ups thereon.
• Review of the Management Discussion & Analysis.
• Review of material individual transactions with related parties not in normal course of business or which are not on an arms length basis.
• Review of financial statements and investment of unlisted subsidiary companies.
(ii) Stakeholders' Relationship Committee:
During the year, the Stakeholders' Grievance Committee was comprised of two Non-Executive Directors, namely Mr. Ramesh J. Patel, being the Chairman and Mrs. Shobha Jain and two Executive Directors, namely Mr. M.L. Gupta and Mr. Atul Jain.
Four Stakeholders' Grievance Committee Meetings were held during the period 1st April, 2014 to 31st March, 2015 on the following dates:
The Committee's main objective is to attend and expeditiously redress the Shareholders'/ Investors' complaints pertaining to transfers and transmission of Shares, non-receipt of Annual Report, non-receipt of Dividend, non-receipt of Share Certificates, issue of duplicate Share Certificates and other relevant matters.
For the sake of administrative convenience and smooth functioning, the Committee has authorized Mr. M. L. Gupta, Mr. Atul Jain, Mr. Tarun Jain and Mr. Amit Jain, Executive Directors to look after the day to day matters like transfer of shares, issue of duplicate share certificates, shareholders' complaints etc.
(iii) Nomination & Remuneration Committee:
The Board had constituted Nomination and Remuneration Committee comprised of three Independent Directors, namely, Mr. Ramesh J. Patel, being the Chairman, Mr. Bhanwarlal D. Jogani and Mr. Satish Chandra Gupta and a non-executive Promoter Director, Mr. Sorabh Gupta.
During the year, two Meetings of the Members of the Nomination and Remuneration Committee were held on 5th May, 2014 and 27th October, 2014.
Risk Management Committee:
The Risk Management Committee was constituted by the Board of Directors on 12th November, 2014 comprised of four Executive Directors, namely Mr. Murari Lal Gupta, being the Chairman, Mr. Atul Jain, Mr. Tarun Jain and Mr. Amit Jain.
During the year one Meeting of the Members of Risk Management Committee was held on 12th March, 2015.
4. General Shareholders Information:
• Thirty First Annual General Meeting :
Day / date : Wednesday, the 30th September, 2015.
Time : 11.30 A.M.
Venue : Tendulkar Hall, Saraswat Bhavan, Chhatrapati Shivaji Maharaj Marg, Mogul Lane, Mahim (West), Mumbai - 400 016.
Dates of Book Closures: Thursday, the 24th September, 2015 to Wednesday, the 30th September, 2015 (both days inclusive).
• Financial Calendar of the Company :
• The financial year of the Company covers the period from 1st April to 31st March. Financial reporting for 2015-16 ( Tentative):
First Quarter Results - 30.06.2015 : By 14th August, 2015
Second Quarter Results - 30.09.2015 : By 14th November, 2015
Third Quarter Results - 31.12. 2015 : By 14th February, 2016
Fourth Quarter Results - 31.03. 2016 : By 30th May, 2016
• Listing on Stock Exchanges:
The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. Listing Fees have been paid to the Stock Exchange for the year up to 31st March, 2016.
• KHCL'S Stock Exchange Code
BSE Company Code : 511131
Demat ISIN in NSDL and CDSL : INE 344D01018
• Performance in comparison to BSE - 500 Index:
The comparison of performance with BSE - 500 Index is not given since the company is not included in the Index.
• Registrar & Share Transfer Agent:
M/s. Sharex Dynamic (India) Pvt. Ltd. Unit No.1, Luthra Industrial Premises, Safed Pool, Andheri-Kurla Road, Andheri (East), Mumbai-400 072. Tel. Nos. : 2851 5606 / 2851 5644 Fax No. : 2851 2885 E-Mail : email@example.com
• Share Transfer System:
Shares sent for transfer in physical form are registered and returned within a stipulated period from the date of receipt of the documents, provided documents sent are valid and complete in all respects. With a view to expediting the process of share transfers any two of the four Directors, namely Mr. M.L. Gupta, Mr. Atul Jain, Mr. Tarun Jain and Mr. Amit Jain, are jointly authorized to approve the transfers of Shares
• Office of the Company:
Registered Office :
405/406, New Udyog Mandir - 2, Mogul Lane, Mahim (W), Mumbai-400 016. Tel. No. 2445 6029 / 2445 2559 Fax No. 2447 4968 / 2446 1475 Email Address : firstname.lastname@example.org Website: www.kamanwalahousing.com
The Company has no branch Office.
• Shareholders may correspond with the Company at its Registered Office or with the Registrar and Share Transfer Agents, M/s. Sharex Dynamic (India) Pvt. Ltd.
• Compliance Officer :
Mr. Dhirubhai Gondalia, Kamanwala Housing Construction Ltd., 405/406, New Udyog Mandir - 2, Mogul Lane, Mahim (W), Mumbai -400 016. Tel. No. 2445 6029 / 2445 2559 Fax No. 2447 4968 / 2446 1475 Email Address : email@example.com WEB SITE: ww.kamanwalahousing.com
• Dematerialization of Equity Shares as on 31st March, 2015:
1,35,98,518 Equity Shares (96.49%) of the total paid-up capital were held in electronic form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company's Equity Shares are traded at the Bombay Stock Exchange Limited.
• Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion dates and likely impact on equity:
The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments during the year under review.
• Status of Investors' Complaints / Share transfers received during the period from 1st April, 2014 to 31st March, 2015:
i) Number of Complaints pending at the beginning of the year : NIL
ii) Number of Complaints received during the year : NIL
iii) Number of Complaints resolved during the year : NIL
iv) Number of Complaints pending at the end of the year : NIL
5. Disclosure of Accounting Treatment:
The Annual Statements of Account of the Company are prepared under the historical cost convention in accordance with Generally Accepted Accounting Principles issued by the Institute of Chartered Accountant of India and the provisions of the Companies Act, 2013.
6. Materially Significant Related Party Transactions:
The Company has not entered into any transaction of material nature with its Promoters, the Directors, or the Management or relatives, etc. that may have potential conflict with the interest of the Company at large. The disclosure in respect of related party transactions is given in the Notes to the Accounts. All contracts with the affiliates entered into during the year under review have no potential conflict with the interest of the Company at large and are being carried out on arms length basis at fair market value. The Company does not have any subsidiary Company. The register of contracts containing the transactions in which Directors are interested is regularly placed before the Board for its approval.
7. Other Disclosures:
• Details of non-compliance relating to Capital Markets:
The Company has complied with all the requirements of the concerned regulatory authorities. No penalties / strictures were imposed by any authority on any matter relating to Capital Market in the last three years.
• Code of Conduct:
The Board of Directors of the Company has laid down two separate Codes of Conduct, one for the Directors and other for Senior Managerial Personnel.
All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year under review. The declaration to this effect signed by the Managing Director is annexed to this Report.
Code for Prevention of Insider-Trading Practices:
In compliance with the SEBI regulation on prevention of insider trading, the Company has instituted a comprehensive Code of Conduct for Prevention of Insider Trading for its designated employees. The Code has laid down guidelines which advise to the designated employees on procedures to be followed and disclosures to be made at the time of dealing in the Company's Shares and making them aware of the consequences of violations.
• Familiarization program for Independent Directors:
The Familiarization program aim at helping the Independent Directors to get an insight into the Company's business model and understand in depth various business operations and contribute significantly to the Company.
The Company through its Managing Director / Senior Managerial Personnel makes presentations periodically to familiarize the Independent Directors with the business scenario, strategy operations and functions of the Company. Such presentations provide an opportunity to the Independent Directors to interact with senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, product offerings, organization structure, finance and risk management and such other areas as may arise from time to time.
• Independent Directors' Meeting:
The Independent Directors Mr. Satish Chandra Gupta, Mr. Ramesh J. Patel, Mr. Bhanwarlal D. Jogani, Mr. N.K. Gupta and Mr. Mukesh Jain held one Meeting on 4th February, 2015 without Non-Independent Directors and Senior Management Personnel.
• Proceeds from Public Issues, Rights Issues Preferential Issues, etc.:
The Company did not have any of the above issues during the year under review.
• Terms and Conditions of Appointment of Independent Directors:
The terms and conditions of appointment of Independent Directors of the Company have been displayed on the Company's Website www.kamanwalahousing.com
• Compliance with Accounting Standards:
In the presentation of financial statements of the Company for the year ended 31st March, 2015, there is no deviation from the prescribed Accounting Standards.
• Risk Assessment and Minimization:
The risk assessment and minimization procedures are in existence and reviewed periodically. All the assets of the Company are adequately insured.
• Means of Communication:
The Quarterly, Half-yearly and Yearly results are published regularly in time in the national and local dailies. The Quarterly and Half-Yearly results are not sent individually to the Shareholders. The Company also informs The Stock Exchange promptly all price sensitive information or other matters which are material and relevant for the Shareholders.