01 May 2017 | Livemint.com

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Kanishk Steel Industries Ltd.

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Kanishk Steel Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

(For the Financial Year 2014-15)

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:

Corporate Governance at Kanishk Steels is based on the principles of equity, fairness, transparency, spirit of law and honest communication. We always believe that the good Corporate Governance through accountability, integrity and professionalism is the way to enhance the value of Shareholders and all other stakeholders which include Suppliers, Customers, Creditors, Bankers, Society and Employees of the Company. We follow the guidelines mandated in Clause 49 of the Listing Agreement entered into with Stock Exchange and adopt the principles to suit the changing times and needs of the business, society and the nation.

2. I. BOARD OF DIRECTORS A. BOARD COMPOSITION:

The Board has been constituted in conformity with Clause 49 of the Listing Agreement entered into with stock Exchange. The Board of the company has an optimum of executive and non­executive directors, including one women director as under:

The Managing Director is not liable to retire by rotation. All the other non-independent directors retire by rotation and in general, seek re-appointment at the AGM. Brief resume of Director seeking reappointment is given in the Notice of the AGM.

All the Independent Directors have given the declarations pursuant to Section 149(7) of the companies act, 2013 affirming that they meet the criteria of independence as provided in sub section (6). No independent director of the Company serves in more than 7 listed companies as Independent Director and holds office of whole-time director in any listed company.

Taking into account the transitory provisions of section 149 of the companies act, 2013 the Independent directors Dr.K.S.Venkatagiri and Dr.Pravin Kumar Aggarwal are holding their office up to 31.03.2019 and Dr.K.Selvakumar is holding his office up to 27th AGM. Ms.Maheswari holds her office as additional director up to the conclusion of the 25th AGM.

Letter of Appointments together with the terms thereto were issued to Independent directors and the form of Letters has been posted on the Company website.

As required by the Companies Act, 2013 and Clause 49 of the Listing Agreement, none of the directors hold directorship in more than 20 public companies, nor membership of board committees (audit/remuneration/investors grievance committees) in excess of 10 and chairmanship of afore­mentioned committees in excess of 5.

The Managing Director is not liable to retire by rotation. All the other non-independent directors retire by rotation and in general, seek re-appointment at the AGM. Brief resume of Director seeking reappointment is given in the Notice of the AGM.

All the Independent Directors have given the declarations pursuant to Section 149(7) of the companies act, 2013 affirming that they meet the criteria of independence as provided in sub section (6). No independent director of the Company serves in more than 7 listed companies as Independent Director and holds office of whole-time director in any listed company.

Taking into account the transitory provisions of section 149 of the companies act, 2013 the Independent directors Dr.K.S.Venkatagiri and Dr.Pravin Kumar Aggarwal are holding their office up to 31.03.2019 and Dr.K.Selvakumar is holding his office up to 27th AGM. Ms.Maheswari holds her office as additional director up to the conclusion of the 25th AGM.

Letter of Appointments together with the terms thereto were issued to Independent directors and the form of Letters has been posted on the Company website.

As required by the Companies Act, 2013 and Clause 49 of the Listing Agreement, none of the directors hold directorship in more than 20 public companies, nor membership of

II.COMMITTEES OF THE BOARD

The Board has constituted various committees and the details of which are given below:

A. AUDIT COMMITTEE:

The Audit Committee has been constituted in conformity with the Companies Act, 2013 and the listing agreement, with not be less than two-third of Independent directors.

. NOMINATION CUM REMUNERATION COMMITTEE:

The Company has constituted a Nomination cum Remuneration Committee of the Board in conformity with the Companies Act, 2013 and the listing agreement. All member directors of the

REMUNERATION POLICY:

The company has framed a remuneration policy in view of retaining suitable employees with remuneration commensurate with size of the company, nature the business and nature of duties and responsibilities of the employee. The Board of the company may fix remuneration to Directors and KMP on the recommendation of the Nomination and Remuneration committee.

Considering inadequacy of profit resulted due to demerger, the excess remuneration of Rs.600,000/- each was paid in the previous financial years 2012-13 and 2013-14. The members also approved the said excess remuneration at the respective AGMs held on 30.09.2013 and 30.09.2014. The company filed before the Central Government the applications seeking waiver of recovery of excess remuneration paid. The Central Government has not considered the applications filed by the company and thus the excess remunerations paid to Mr.Ravi Gupta in the previous financial years 2012-13 and 2013-14 have been recovered during the year under review.

. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Independent Directors.

4. CODE OF CONDUCT:

The Board has formulated a Code of Conduct for Directors & Senior Management of the company. All the Directors & Senior Management have declared that no Material, financial or commercial transactions were carried out by them for their personal interest that may have potential conflict with the interest of the company.

6. POSTAL BALLOT:

During the Year, No special resolution was passed through Postal Ballot.

7. MEANS OF COMMUNICATION

The Quarterly/Half-Yearly/Annual financial results of the Company are published in the English Daily and Tamil Newspaper. The Quarterly/Half-Yearly/Annual financial results and the shareholding pattern are properly reported with Stock Exchange and are available in the Website of stock Exchange and the Company's website, www.kanishksteels.in

Notice of General Meeting including Attendance slip, proxy form and polling paper are sent to all the shareholders by Registered Post or Speed post or Courier or through e-mail System. Annual Report is sent by Book post or email system or both at the desire of shareholders.

Further to the compliance of Clause 54 to the Listing Agreement, all the basic information about the Company is made available in the company's Website at all times at no cost for the benefit of all stakeholders concerned.

8. GENERAL SHAREHOLDER INFORMATION:

Dates of Book closure : 25th September, 2015 to 30th September 2015 (both days inclusive).

Date, time and venue of Annual General Meeting

30th September, 2015 at 3.00 p.m. at B-27(M), SIPCOT Industrial Complex, Gummidipoondi, Tamilnadu - 601201  

Financial Calendar

Financial Reporting for the quarter ending

30th June 2015 - Latest by 14th of Aug 2015

30th Sept 2015 - Latest by 14th of Nov 2015

31st Dec 2015 - Latest by 14th of Feb 2016

31st Mar 2016 - Latest by 30th May 2016

Dividend Payment : NA  

Listing on Stock Exchanges : Bombay Stock Exchange Limited

Depository Participant : National Securities Depository Limited Central Depository Services Limited

Stock Code : Mumbai Stock Scrip Code no: 513456

Demat ISIN Number In NSDL : INE 791E01018

CDSL : INE 791E01018

Listing on Stock Exchange (overseas) : Nil

Plant Location:

Rolling & Furnace Mills : B-27 (M) , B-27 (N) SIPCOT Industrial Complex Gummudipoondi, Thiruvallur District, Tamilandu- 601201.

Share transfer system

Share transfers are registered and returned to the transferees within the statutory time limit from the Date of receipt, if the documents are in order in all respects.

The share transfer committee has met 2 times during the year.

No. of shares received for transfer up to 31.03.2015 is 100 shares and shares pending for transfer as on 31.03.2015 is nil.

Registrar and Transfer Agents Cameo Corporate Services Limited Subramanian Building No.1, Club House Road Chennai- 600 002 Ph: 044-28460390 (6 lines) E-Mail: cameo@cameoindia.com

Demat of shares:

As per the directives of Securities & Exchange Board of India, the equity shares of the company are being traded in electronic form from 18.02.2002. The physical form of trading is also available to the shareholders. Electronic Holding by Members comprises of 79.91 % (as on 31.03.2015) of the paid up share capital of the company held through National Securities Depository Limited and Central Depository Services Limited. The company appointed Cameo Corporate Services Limited as Registrar & Transfer Agent and entered into an agreement for availing depository services

Investor query/address for correspondence:

Company Secretary Kanishk Steel Industries Limited, Old No: 4 New No: 7, Thiru-Vi-Ka 3rd Street, Royapettah High Road, Mylpore, Chennai- 600 004. Ph: 044 42919700 Fax: 044 42919719 E-mail: company.secretary@kanishksteels.in

Share holders holding shares in electronic mode should address all their correspondence  to:

M/s. Cameo Corporate Services Limited Subramanian Building No.1, Club House Road Chennai- 600 002. Ph: 044-28460390 (6 lines) E-Mail: cameo@cameoindia.com

For and on behalf of Board of Directors of

Kanishk Steel Industries Limited,

RAVI KUMAR GUPTA

Chairman & Managing Director

 Date: May 30, 2015

Place: Chennai