29 Apr 2017 | Livemint.com

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Kanoria Chemicals & Industries Ltd.

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  • 69.60 -0.75 (-1.07%)
  • Vol: 9744
  • BSE Code: 506525
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  • 69.80 0.00 (0%)
  • Vol: 54829
  • NSE Code: KANORICHEM
  • PREV. CLOSE
    69.80
  • OPEN PRICE
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  • BID PRICE (QTY.)
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Kanoria Chemicals & Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

INTRODUCTION

Your Company has complied with the provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges.  A report on the implementation of Corporate Governance by the Company as perthe Listing Agreement is given below.

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is commitment to values and integrity in directing the affairs of the Company. It is an integral part of the Company's strategic management. Its basic tenets - adherence to ethical business practices; delegation; responsibility and accountability; honesty and transparency in the functioning of management and the Board; true, complete and timely disclosures; and compliance of law, ultimately result in maximising shareholders value and in protecting the interests of stakeholders.

The Company is committed to and always strives for excellence through adoption of and adherence to good corporate governance in the true spirit.

The Company is guided by a well-balanced Board comprising Directors, who are all outstanding professionals of eminence and integrity. Strategic management by a professional Board is the focal point of the  Company's Corporate Governance philosophy and practice.

A core group of top-level executives further strengthens and reinforces the foundation of Corporate Governance in the Company. Competent professionals across the organisation have put in place the best in terms of systems, processes, procedures and technologies.

BOARD OF DIRECTORS

Composition

The Board as on 31 st March 2015 consisted of nine Directors including seven Non-executives Directors out of which six are Independent Directors. During the year, the Board of Directors, on the recommendation of the  Nomination and Remuneration Committee, appointed Smt. Madhuvanti Kanoria as an Additional Director w.e.f. 11th February, 2015. Shri R.V. Kanoria, B.Sc, MBA (Hons.), representing the promoters is holding executive position and is designated as the Chairman & Managing Directorof the  Company. He has 41 years of industrial, managerial, administrative and commercial experience. Shri T.D. Bahety, B.Sc, Chem (Hons), Jute Technologist, having 57 years of industrial and administrative experience, is the Wholetime Director of the Company.

During the year under review, the Board met four times; on 17th May 2014,25th July 2014,1 st November 2014 and 11 th February 2015.

The constitution of the Board during the year ended 31st March 2015 and attendance at the Board Meetings, last Annual General Meeting and the Directorship, Chairmanship and/or Membership of Committees held as on 31 st March 2015 by each Director in other companies are as under:

1. This excludes Directorship held in Indian Private Limited Companies, Foreign Companies, Companies under Section 8 of the Companies Act, 2013 and Membership of various Chambers of Commerce and Non-Corporate Organisations.

2. Committee refers to Audit Committee and Stakeholders Relationship Committee, a Appointed as Additional Director with effect from 11 th February 2015.

b Ceased to be a Director on the end of tenure on 5th September 2014. c Resigned with effectfrom 1 st November 2014.

Notes

i Smt. Madhuvanti Kanoria is spouse of Shri R. V. Kanoria. None of the  other Directors are related to any other Director on the Board.

ii None of the  Directors has any business relationship with the Company.

iii None of the  Directors received any loans and advances from the Company during the year

iv None of the Directors holds Directorships in more than 10 Indian Public Limited Companies and is Member of more than 10 Committees or Chairman of more than 5 Committees (as specified in Clause 49).

v All the Directors have certified that they are not disqualified for appointment as a Director in any company.

vi Additional information pursuant to Clause 49 of the Listing Agreement with Stock Exchanges in respect of Directors seeking appointment / reappointment is given in the AGM Notice.

Responsibilities

The Board's prime concentration is on strategy, policy and control, delegation of power and specifying approvals that remain in the Board's domain besides review of corporate performance and reporting to shareholders. The Board and Management's roles are clearly demarcated.

The Management is required to:

a) provide necessary inputs and basis to assist the Board in its decision making process in respect of the Company's strategies, policies, performance targets and code of conduct:

b) manage day-to-day affairs of the  Company to achieve targets and goals set by the Board in the best possible manner:

c) implement all policies and the code of conduct as approved by the Board:

d) provide timely, accurate, substantive and material information, including on all financial matters and any exceptions, to the Board and/or its Committees:

e) ensure strict compliance with all applicable laws and regulations; and

f) implement sound and effective internal control systems.

The management and the conduct of the affairs of the Company lie with the Managing Director who heads the management team. The Wholetime Director(s) {De-facto the Chief Operating Officer(s)} is/are entrusted with the taskof ensuring thatthe management functions are executed professionally and is/are accountable to the Board for his/their actions and results.

Role of Independent Directors

The Independent Directors play an important role in deliberations and decision-making atthe Board Meetings and bring to the Company wide experiences in their respective fields. They also contribute in significant measure to Board Committees. Their independent role vis-a-vis the Company means that they have a special contribution to make in situations where they add a broader perspective by ensuring that the interests of all stakeholders are kept in acceptable balance and in providing an objective view in instances where a (potential) conflict of interests may arise between stakeholders.

Meetings of Independent Directors

The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or Management Personnel. During the year under review, one Meeting of Independent Directors was held on 11th February, 2015, wherein the Independent Directors carried out the performance evaluation of the Chairman & Managing Director and non-independent Director as well as the Board of the Company. The Meeting also assessed the quality, quantity and timeliness of the flow of information by the Management of the Company to the Board of Directors.

Familiarisation Programmes for Board Members

The Board Members are provided with necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made atthe Board and Board Committees, on business and performance updates of the  Company. Relevant statutory changes encompassing important laws are regularly made available to the Directors. Efforts are also made to familiarise the Directors about the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates, business model/procedures/processes of the Company, etc. through various programmes. The details of the familiarisation programmes for independent Directors are put on the website of the Company and can be accessed at the link: www.kanoriachem.com/images/Familiarisation%20Programme.pdf

Selection of Agenda Items for Board Meetings

i) The Company holds a minimum of four Board Meetings in each year, which are pre-scheduled afterthe end of each financial quarter. The gap between two Meetings is not more than 120 days. Apart from the four pre-scheduled Board Meetings, additional Board Meetings are convened by giving appropriate notice to address the specific needs of the  Company.

ii) All divisions and departments in the Company are encouraged to plan their functions well in advance, particularly with regard to matters requiring discussion and approval by the Board or by Committees. All such matters are communicated to the Company Secretary in advance so thatthese may be included in the Agendaforthe Board or Committee Meetings.

iii) At the beginning of each meeting of the Board, the Chairman & Managing Director briefs the Board members about the key developments relating to the Company.

iv) At each of thefour pre-scheduled Board Meetings, managers are invited to make presentations on the major business segments and operations of the Company before taking on record the results of the Company for the preceding financial quarter. Sufficient support information is provided to the Board in advance for all strategic matters of significance pertaining to expansion plans, financing and diversifications. These are discussed and deliberated in detail atthe Board level.

v) Among others, the following items are placed atthe Board Meetings forthe consideration/review/approval of the  Board:

- Annual Operating Plans and Budgets and any updates.

- Capital Budgets and any updates.

- Quarterly results forthe Company and its Business Segments.

- Minutes of Meetings of the  Board Committees.

- The information on recruitment and remuneration of senior officers just below the Board level, including appointment or removal of Chief Financial Officer and the Company Secretary.

- Show cause, demand, prosecution notices and penalty notices, which are materially important

- Fatal orserious accidents, dangerous occurrences, any material effluentor pollution problems.

- Any material default in financial obligations to and by the Company, or substantial non paymentforgoods sold by the Company.

- Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

- Details of any Joint Venture or Collaboration Agreement.

- Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.

- Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

- Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business.

- Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.

- Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.

In addition, the other matters requiring the Board's consideration/review/approval, from time to time, are also placed at the Board Meetings. The Board's annual agenda includes recommending dividend, determining Directors who shall retire by rotation and recommending appointment/reappointment of Directors and Auditors, authentication of annual accounts and approving the Directors' Report, long term strategic plans forthe Company and the principal issues that the Company expects to face in the future. The Board also considers/approves the other matters as required to be considered/approved by the Board as per the Companies Act, 2013 and the Listing Agreement, as amended from time to time. Board Meetings also note and review functions of its Committees.

The Chairman of the Board and the Company Secretary in consultation with other concerned persons in senior management finalise the agenda papers for the Board Meeting. Directors have access to the Company Secretary's support for all information of the  Company and are free to suggest inclusion of any matter in the Agenda.

Board Material Distributed in Advance

i) Agenda Papers are circulated to the Directors in advance. All material information is incorporated in the Agenda Papers for facilitating meaningful and focussed discussions at the Meeting. Where it is not practicable to attach any documents to the Agenda, the same are placed on the table at the Meeting with specific reference to this effect in the Agenda.

ii) In special and exceptional circumstances, additional or supplementary items on the Agenda are permitted to be taken atthe Meeting.

Recording Minutes of Proceedings at Board and/or Committee Meetings

The Company Secretary records the minutes of the  proceedings of each Board and Committee Meeting. Draft Minutes are circulated to all the members of the Board fortheir comments. The Minutes of proceedings of a Meeting are entered in the Minutes Book within 30 days from the conclusion of the Meeting. Minutes of Committee Meetings are signed within 30 days from the conclusion of the  Meeting.

Compliance

The Company Secretary while preparing the agenda, notes on agenda and minutes of the Meetings, is responsible for and is required to ensure adherence to the applicable provisions of law including the Companies Act 2013.

BOARD C OMMITTEES

To enable better and focussed attention on the affairs of the Company, the Board delegates specific matters to its Committees. These Committees also prepare the groundwork for decision-making and report at the subsequent Board Meetings. No matter, however, is left to the final decision of any Committee, which underthe law or the Articles may not be delegated by the Board or may require the Board's explicit approval. Minutes of the  Committee Meetings are circulated to all Directors and discussed atthe Board Meetings.

The Audit Committee comprises of Shri Amitav Kothari, Shri H. K. Khaitan and Prof. S. L Rao, Independent Directors, and Shri R. V. Kanoria, Chairman & Managing Director of the Company. Shri Amitav Kothari is the Chairman of the Committee. The Members of the  Committee have requisite knowledge of finance, accounts and Company law.

The Audit Committee's constitution, terms of reference and role are in compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange. The terms of reference of the Audit Committee interalia include the following:-

a) Recommendation for appointment, remuneration and terms of appointment of Auditors of the company:

b) Review and monitor the Auditor's independence and performance, and effectiveness of audit process:

c) Examination of the Financial Statement and the Auditors' Reportthere on and reviewing the same before submission to the Board for approval.

d) Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval.

e) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

f) Approval or any subsequent modification of transactions of the  Company with related parties:

g) Scrutiny of inter-corporate loans and investments:

h) Valuation of undertakings or assets of the Company, wherever it is necessary:

i) Monitoring the end use of funds raised through public offers and related matters, j) Discussion with Statutory Auditors post-audit to ascertain any area of concern:

k) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors:

I) To review the functioning of the  Whistle Blower mechanism:

m) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

In addition, to carry out any other function as may be referred, from time to time, by the Board of Directors or enforced by any statutory notification/amendment or modification as may be applicable.

During the financial year 2014-15, the Committee metfourtimes; on 17th May 2014,25th July 2014,1 st November 2014 and 11 th February 2015. Attendance of Members at Audit Committee Meetings held during the year 2014-15:

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Shri H. K. Khaitan as the Chairman and includes Shri Amitav Kothari and Shri T.D. Bahety as its Members.

The Committee's constitution, terms of reference and role are in compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges, which comprise the following:-

i To consider and resolve the grievances of security holders of the Company, including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends.

ii To carry out any other function as is referred to the Committee by the Board of Directors from time to time or enforced by any statutory notification/amendment or modification as may be applicable.

Shri N.K. Sethia, Company Secretary and Compliance Officer under the relevant regulations, has been delegated authority to attend to Share transfer formalities at least once in afortnight.

There were no pending share transfers as at the end of the financial year 2014-15, except sub-judice matters, which would be solved on final disposal by Hon'ble Courts.

During the financial year 2014-15, the Committee meton 11 th February 2015, wherein all the members were present.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Prof. S. L. Rao, Shri H. K. Khaitan, Shri G. Parthasarathy and Shri Ravinder Nath, Independent Directors and Shri R. V. Kanoria, the Chairman & Managing Director of the Company. Prof S. L. Rao is the Chairman of the  Committee.

The Nomination and Remuneration Committee's constitution, terms of reference and role are in compliance with the Companies Act, 2013 and Clause 49 of the  Listing Agreement with Stock Exchanges. The terms of reference of the  Nomination and Remuneration Committee comprise the following:-.

i Identification of persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every Director's performance.

ii Formulation of the  criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration forthe Directors, key managerial personnel and other employees and ensure that:-

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully:

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to Directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the  Company and its goals.

iii To formulate criteria for evaluation of Independent Directors and the Board:

iv Devising a policy on Board diversity:

In addition, to carry out any other function as may be referred, from time to time, by the Board of Directors or enforced by any statutory notification/amendment or modification as may be applicable.

Criteria for Appointment of Directors

In evaluating the suitability of a person and recommending to the Board his appointment as a Director of the Company the Nomination and Remuneration Committee may take into account and ascertain factors such as:

i Personal and professional ethics, integrity and values

ii Educational and professional background

iii Willingness to devote sufficient time and energy in carrying out the duties and responsibilities effectively  

Remuneration Policy

The Company's Remuneration Policy has been formulated, keeping in view the following guiding principles:-

i Ensuring that the remuneration and other terms of employment are as per the trends and practices prevailing in peer companies and the industry

ii Providing reward commensurate with the efforts, dedication and achievement in performance of duty.

iii Attracting, retaining, motivating and promoting talent and ensuring long term sustainability of talented personnel and create competitive advantage.

The Remuneration Policy is in consonance with the existing Industry practice.

The Managing Director and Wholetime Director(s) are paid remuneration as per their agreements with the Company. These agreements are approved by the Board and also placed before the shareholders for their approval. The remuneration structure of the Managing Director and the Wholetime Director(s) comprises salary, commission, perquisites and other benefits. The Managing Director and Wholetime Director(s) are not paid sitting fee for attending Meetings of the Board or Committees thereof.

Non-Executive/Independent Directors receive remuneration by way of fees for attending Meetings of Board or Committee thereof, as fixed by the Board of Directors from time to time, within the limits as prescribed under the applicable law. During the year under review, the sitting fee to such Directors for attending each Board Meeting was increased from Rs.20,000/- to Rs. 50,000/-. The sitting fee for attending each Audit Committee Meeting and each Nomination and Remuneration Committee Meeting is Rs. 20,000/- and it is Rs.5,000/- for attending each other Committee Meeting. Non-Executive/Independent Directors are also reimbursed for expenses incurred for participation in Meetings of the shareholders, the Board of Directors or Committee thereof or forany other purpose in connection with the business of the  Company as permissible under the applicable law.

There are no stock option benefits to any of the Directors.

The Nomination and Remuneration Policy may be accessed at the Company's website at the link: www.kanoriachem.com/images/Nomination%20and%20Remuneration%20Policy.pdf

Equity Shares of the Company held by Directors

The Directors, who hold the Equity Shares of the Company as on 31 st March 2015 are Shri R.V. Kanoria (434,985), Smt. Madhuvanti Kanoria (498,321), Shri T.D. Bahety (3,024), Shri A. Vellayan (15,000), Shri H. K. Khaitan (100), Prof. S. L. Rao (100), Shri Ravinder Nath (100), Shri Amitav Kothari (4) and Shri G. Parthasarathy (1).

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Shri T. D. Bahety, Wholetime Director, as the Chairman and Shri R. V. Kanoria, Managing Director and Shri H. K. Khaitan, an Independent Director, as its Members. The Committee's constitution, terms of reference and role are in compliance with the provisions of the  Companies Act, 2013.

The terms of reference of the  Corporate Social Responsibility Committee comprise the following:-

i To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013:

ii To recommend the amount of expenditure to be incurred on the activities as referred to in Clause i above:

iii To monitor the Corporate Social Responsibility Policy of the Company from time to time.

In addition, to carry out any other function as may be referred from time to time by the Board of Directors or enforced by any statutory notification/amendment or modification as may be applicable.

During the financial year 2014-15, the Committee mettwo times: on 1 st November, 2014 and 11 th February 2015, wherein all the Members were present. The CSR Policy may be accessed atthe Company's website atthe link: www.kanoriachem.com/images/CSR%20Policy.pdf

Finance Committee

The Finance Committee comprises of Shri R.V. Kanoria as the Chairman and includes Shri H.K. Khaitan, Shri Amitav Kothari and Shri T.D. Bahety as its Members. The Committee determines on behalf of the Board, the matters relating to Debentures, Term Loans, Commercial Paper and any other types of Financial Assistance from Financial Institutions, Banks, Mutual Funds and Others, creation of securities and allotment of securities etc. and other matters related and incidental therewith.

In addition, the Committee also carries out any other function as may be referred from time to time by the Board of Directors.

During the financial year 2014-15, the Committee met on 14th October, 2014, wherein Shri R. V. Kanoria and Shri T. D. Bahety were present.

OTHER C OMMITTEE

Risk Management Committee

The Risk Management Committee of the Company assesses the significant risks that might impact the achievement of the Company's objectives and develops risk management strategies to mitigate/minimise identified risks and designs appropriate risk management procedures. Presently, the Committee comprises of Shri R. V. Kanoria, Managing Director, Shri T. D. Bahety, Wholetime Director, Shri H. K. Khaitan, Independent Director, Shri N.K. Nolkha-Chief Financial Officer and Shri Arun Agarwal - President (Works). During the year under review the Committee met on 25th July, 2014 and 11th February 2015.

DISCLOSURES:

RELATED PARTY TRANSACTIONS

During the year under review, the Company had not entered into any material transaction with any of its related parties. All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis.

None of the transactions with any of the related parties were in conflict with the Company's interest. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the Note No. 41 to the Standalone Financial Statements, forming part of the Annual Report. There are no pecuniary relationships ortransactions with the non-executive Directorand independent Directors.

There has been no non-compliance, penalties or strictures imposed on the Company by Stock Exchanges or SEBI or any other Statutory Authorities, on any matter related to capital markets during the last three years.

MEANS OF COMMUNICATION

The quarterly financial results as prescribed under the Listing Agreements and the audited annual results were taken on record and approved within the prescribed time limits. The approved results were thereafter sent to the Stock Exchanges and also published in English newspapers having nationwide circulation and in vernacular language (Bengali) newspaper within 48 hours of the Meeting.

As the Company publishes its half-yearly results in English newspapers having nationwide circulation and in a vernacular language (Bengali), the detalis of financial performance is not sent individually to each shareholder of the Company.

The Company issues official press releases to the print media from time to time and also updates Analysts on the activities of the  Company.

The Company has its own website www.kanoriachem.com where information about the Company is displayed and regularly updated. An e-mail ID investor@kanoriachem.com has been created and displayed on the Company's website for the purpose of interaction including registering complaints by the investors.

MANAGEMENT DISCUSSION AND ANALYSIS  

Management Discussion and Analysis is a part of the Annual Report.

CEO ANDCFOCERTIFICATION

The Managing Director and the Chief Financial Officer of the Company have certified to the Board regarding review of financial statement for the year under review, compliance with the accounting standards and applicable laws and regulations, maintenance of internal control for financial reporting and accounting policies.

RECONCILIATION OF SHARE CAPITAL AUDIT

As stipulated by Securities and Exchange Control Board of India (SEBI), a practicing Company Secretary carries out the Reconciliation of Share Capital 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 Exchanges and is also placed before the Board of Directors.

PREVENTION OF INSIDER TRADING

In substitution of the Company's Code of Conduct for prevention of insider trading, framed under the erstwhile Securities & Exchange Board of India (Prevention of Insider Trading) Regulations, 1992 and in compliance with the Securities & Exchange Board of India (Prevention of Insider Trading) Regulations, 2015, the Company has framed a new Code of Conduct to regulate, monitor and report trading by Insiders. The Code is effective from 15th May 2015. It, inter alia, prohibits trading in the shares of the  Company by the Insiders, while in possession of unpublished price sensitive information in relation to the Company.

CODEOFCONDUCT

The Company has Codes of Conduct for its Directors and Senior Management Personnel as well as for its other Employees. The Codes of Conduct are available on the Company's website.

It is confirmed that all the Directors and Senior Management Personnel of the Company have affirmed their compliance with the Company's Code of Conduct for Directors and Senior Management Personnel for the financial year 2014-15 as envisaged under Clause 49 of the Listing Agreement with Stock Exchanges.

WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Whistle Blower Policy for its Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of applicable laws and regulations and the Company's Codes of Conduct. The reportable matters may be reported to the Audit Committee through the Nodal Officer and, in exceptional cases, may also be reported to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

COMPLIANCE CERTIFICATE OF THE  AUDITORS

The Statutory Auditors' Certificate that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the  Listing Agreement with the Stock Exchanges is annexed hereto.

MANDAT ORYANDN ON-MANDAT ORYPROVISIONSOF THE CODE

The Company has complied with all the mandatory requirements of the  Clause 49 of the  Listing Agreement. Following is the status of the  compliance with the non-mandatory requirements of the  Clause 49 of the  Listing agreement:

i) During the year under review, there is no audit qualification in the financial statements. The Company adopts the best practices to ensure unqualified financial statements.

GENERAL SHAREHOLDERS' INFORMATION

1. Annual General Meeting

Date and time : 1st September 2015 at 10.30A. M.

Venue : 'Shripati Singhania Hall', Rotary Sadan 94/2 Chowringhee Road Kolkata-700 020

2. Financial Calendar 2015-16 (tentative and subject to change)

Financial Results for the:

quarter ending 30th June 2015 Within 45 days of end of respective quarter

quarter ending 30th September 2015 Within 45 days of end of respective quarter

quarter ending 31 st December 2015 Within 45 days of end of respective quarter

year ending 31 st March 2016 By 30th May 2016

Annual General Meeting 2015-16 By September 2016

3. Date of Book Closure : 26th August 2015 to 1st September 2015 (both days inclusive)

4. Dividend Payment Date : On or after 7th September 2015 (subjectto shareholders' approval)

5. Listing on Stock Exchanges:

National Stock Exchange of India Ltd. 'Exchange Plaza1 Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051 www.nseindia.com

BSE Limited P J. Towers.Dalal Street, Fort Mumbai - 400 001 www.bseindia.com

Note: Listing fee for the year 2015-16 has been paid to the above Stock Exchanges.

6. Stock Code:

BSE Ltd. 50 6525

National Stock Exchange of India Ltd. KANORICHEM

8. Registrar and Share Transfer Agent

C. B. Management Services (P) Limited P-22, Bondel Road, Kolkata -700 019 Phone : (033) 22806692 (3 lines), 40116700 Fax:(033) 40116739 Email: rta@cbmsl.com  

9. (a) Share Transfer System

The share transfers which are received in physical form are processed and the share certificates are returned within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects.

 (b) Dematerialisation of Shares and liquidity Depositories:

National Securities Depository Limited, Mumbai and Central Depository Services (India) Limited, Mumbai. The Equity Shares of the Company are compulsorily traded and settled through Stock Exchanges only in the dematerialised form.

A total of 43,077,715 Equity Shares of the Company representing 98.59% of the  Share Capital are dematerialised as on 31st March 2015

Under the Depository System, International Securities Identification Number (ISIN) allotted to the Company's Equity Shares is INE138C01024.

Shares held in the dematerialised form are electronically transferred by the Depository Participant and the Company is informed periodically by the Depositories about the beneficiary holdings to enable the Company to send corporate communication, dividend etc.

The requests received for dematerialisation are processed within a period of 10 days from the date of receipt of request provided they are in order in every respect.

The Annual Custody Fee for the financial year 2015-16 will be paid by the Company to both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with whom it has established connectivity, on receipt of the Invoices.

13 Outstanding GDR/ADRs/Warrants oranyconvertible Instruments, conversion date and likely impact on equity  

The Company has not issued GDRs/ ADRs/ Warrants or any other convertible Instruments.

14 Plant Locations

I - Alcochem Ankleshwar Division Ankleshwar Chemical Works

3407, GIDC Industrial Estate, P0. Ankleshwar-393 002, Dist. Bharuch (Gujarat).

Bio-Compost Plant

Vill. Sengpur Taluka: Ankleshwar-393 002, Dist. Bharuch (Gujarat).

Windfarm

Vill. Dhankjaluka: Upleta, Dist. Rajkot (Gujarat).

II - Alcochem Vizag Division

Plot No.32, Jawaharlal Nehru Pharma City Parwada, Vishakhapatnam - 531 021, Andhra Pradesh

III -Solar Power Plant

Vill. Bawdi Barsinga, P0. Bap, Tehsil: PhalodL Dist. Jodhpur (Rajasthan15  

Address for Correspondence: For Investors' matters  

The Company Secretary Kanoria Chemicals & Industries Limited Park Plaza', 71 Park Street, Kolkata-700 016. Phone : (033) 4031 3200 Fax : (033) 4031 3220 Email: nksethia@kanoriachem.com Website: <http://www.kanoriachem.com>  

For queries relating to Financial Statements

The Chief Financial Officer Kanoria Chemicals & Industries Limited 'Park Plaza', 71 Park Street, Kolkata-700 016. Phone : (033) 4031 3200 Fax : (033) 4031 3220 Email: nolkha@kanoriachem.com Website: <http://www.kanoriachem.com>  

16 Deposit of unclaimed dividend amountto Investor Education and Protection Fund

During the year under review, the Company has deposited unclaimed dividend of Rs. 211,809/- for the year 2006-07 to the Investor Education and Protection Fund on 9th September 2014, pursuant to Section 205C of the Companies Act, 1956 and the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

Registered Office : Park Plaza; 71, Park Street Kolkata-700 016

For and on behalf of the Board

R.V. Kanoria

Chairman & Managing Director

(DIN: 00003792)

Dated, the 27th day of May 2015