REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE :
Good corporate governance practices stem from the culture and mindset of the organization. Corporate Governance is a set of system and practices to ensure that the affairs of the Company are being managed in a way which ensures accountability, transparency, and fairness in all its transactions in the widest sense and meet its stakeholders' aspirations and societal expectations. Your Company believes that transparency, accountability, fair dealing and ethical practices lead to conduct of business in efficient and effective manner. This in turn creates wealth for all stakeholders on one hand and safeguards their interest on the other.
2. BOARD OF DIRECTORS:
As on 31st March, 2015, the Board of Kanpur Plastipack Limited consisted of three Whole Time Directors and Six Non-Executive Directors four of whom are Independent Directors and one Woman Director.
Shri Shashank Agarwal is the Director retiring by rotation at ensuing Annual General Meeting and is eligible for re-appointment.
Your Directors have re-appointed Shri Shashank Agarwal, Director (Technical) for a further period of 3 years w.e.f. 01st September, 2015, subject to the approval of shareholders on revised terms and conditions.
In view of able leadership and valuable guidance received from him, your Directors recommend his re-appointment.
Profile of the Directors being re-appointed :
Shri Shashank Agarwal aged about 27 years graduated from the University of Nottingham, UK was appointed as Director (Technical) of the Company w.e.f. 5/6/2010 and has been an officer of the Company since 8/6/2009. He has been instrumental in streamlining the company's operations with backward integration and diversification of products manufactured by the Company all these years. He has also contributed in improving the marketing strategies. Shri Shashank Agarwal holds 471657 equity shares of the Company.
Other Companies Directorship:
a. KSM Exports Limited
b. KPL Packaging Pvt. Ltd.
c. MSA Investment and Trading Co. Pvt. Ltd.
Shri Mahesh Swarup Agarwal, Shri Manoj Agarwal, Shri Shashank Agarwal and Smt Usha Agarwal are relatives. Save and except the above, none of the other Directors relate, in any way, financially or otherwise.
3. AUDIT COMMITTEE :
The Audit Committee was duly constituted comprising 3 Directors namely Shri S. M. Jain as Chairman and Shri P.K. Goenka and Shri Manoj Agarwal as members. The Committee's constitution and terms of reference are in compliance with provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, as amended from time to time. Four Audit Committee meetings were held during the year 2014-15 .
The terms of reference of the Audit Committee include review of Quarterly, Half-Yearly and Annual financial statements before submission to the Board for its approval, to review adequacy of internal control system, to apprise the Board on the impact of accounting policies, accounting standards and legislation, to hold periodical discussions with Statutory and Internal Auditors on the scope and content of the audit and to review the Company's financial and risk management policies. The members of the Committee are well versed in matters relating to finance, accounts, company law, other economic legislation and general management practices.
4. NOMINATION AND REMUNERATION COMMITTEE:
The Board has duly constituted the Nomination and Remuneration Committee consisting of three Non-Executive Directors. The constitution of the committee is Shri Prem S. Khamesra as Chairman, Shri P. K. Goenka and Dr. G.N. Mathur as members. During the year under review, Dr. G. N. Mathur has vacated his office of director consequently he is no more the member of the committee.
The Committee's constitution and terms of reference are in compliance with provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, as amended from time to time.
The Committee, interalia, looks into the matters, in accordance with the remuneration policy of the Company, to identify persons who are qualified to become Directors and who may be appointed in senior management and to recommend to the Board their appointment and/ or removal, to carry out evaluation of every Director's performance, to formulate the criteria for determining qualifications, positive attributes and independence of a Director, and matters relating to the remuneration for the Directors and Key Managerial Personnel. During the year 1 committee meeting was held on 12th August, 2014 and two members were present in the meeting.
The Company does not pay any remuneration to its non executive Directors, except sitting fee for attending the Board Meetings @ Rs. 10,000/- and Rs. 1,000/- for attending each meeting of Committees, besides reimbursement of expenses of traveling etc. The Company has no pecuniary relationship or transaction with its non-executive Directors other than payment of sitting fees to them for attending Board and Committee Meetings.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Stakeholders Relationship Committee was duly constituted under the Chairmanship of Shri P. K. Goenka and Shri Mahesh Swarup Agarwal and Shri Manoj Agarwal as members.
The Committee's constitution and terms of reference are in compliance with provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, as amended from time to time. During the year 2014-15, four Committee Meetings were held.
The Committee sees the matter relating to transfer of shares, demat of shares, issue of duplicate share certificates, redressal of shareholders' / investors' grievances and complaints regarding non-receipt of dividends, Annual Reports, etc.
During the year 2014-15, all the complaints received by the company and / or registrar of the company were solved to the satisfaction of complainants and there was no pending complaint.
6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
With the belief in the philosophy of responsible corporate citizenship and in terms of provisions of Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, a Corporate Social Responsibility Committee was duly constituted. The present constitution of the committee comprises of Shri P. S. Khamesra as Chairman and Shri Shashank Agarwal, Shri Subodh Kumar and Smt Usha Agarwal as members.
The Committee's constitution and terms of reference are in compliance with provisions of the Companies Act, 2013. The committee shall interalia look into the matters of formulating and recommending to the Board, a CSR Policy which shall inter-alia indicate the activities to be undertaken by the Company as specified under Schedule VII of the Act, recommend the amount of expenditure to be incurred on the activities referred to in CSR Policy and to monitor the CSR Policy of the Company from time to time, etc.
a) There was no materially significant related party transaction i.e. transaction of material nature with its promoters, directors or management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large. Attention of members is drawn to the disclosure of transactions with the related parties set out in Notes on Accounts forming part of the Annual Report.
b) During the year 2014-15:1. The company has established a mechanism called "Vigil Mechanism (Whistle Blower Policy)" for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics and no person has been denied access to the Audit Committee;
2. The Company has complied with all the mandatory requirements and most of the non mandatory requirements specified in Clause 49 of the Listing Agreement; and
3. No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or by any statutory authority on any matter related to capital markets during last three years.
8. MEANS OF COMMUNICATION:
The quarterly, half yearly and annual results of the Company are sent to the Stock Exchange, where the Company's shares are listed, immediately after they are approved by the Board. These are also published in local Hindi newspaper and in a National English Daily as per the Listing Agreement. The Annual Report and other information are also available on the website of the Company i.e. www.kanplas.com. The Annual Report is being sent through email to members whose email ids are registered with Company and physically to rest all the shareholders.
9. GENERAL SHAREHOLDER INFORMATION :
(i) Annual General Meeting :
Date : 13th August, 2015Time : 12:00 Noon Venue : D-19-20, Panki Industrial Area, Kanpur 208 022.
(ii) Financial Year :
1st April, 2014 to 31st March, 2015
(iii) Date of Book Closure :
7th August, 2015 to 13th August, 2015 (both days inclusive).
(iv) Dividend payment date, if declared :
25th August, 2015
(v) Listing on Stock Exchanges :
Bombay Stock Exchange, Mumbai
(The Company is up-to-date on the payment of Annual Listing fees)
(vi) Stock Code :
(ix) Registrar and Share Transfer Agent (RTA) :
Skyline Financial Services Pvt. Ltd.
D-153/A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020
(x) Share Transfer System :
The shares received for transfer in physical form are processed by RTA and the Share Certificates are returned after authorisation by the Company, within a period of 15 days from the date of receipt, subject to the documents being valid & complete in all respects. Any transferee who wishes to get the shares dematerialized may approach any of the Depository Participants (DP) along with a duly filled Demat Request Form.
(xiii) Dematerialization of shares :
The Company's shares are under demat mode as well. The ISIN of the Company is INE694E01014. As on 31st March 2015, 89.71% equity shares of the Company are in dematerialized mode.
(xiv) Outstanding GDR / ADR / Warrants or any convertible instruments, conversion date and impact on equity :
(xv) Registered Office & Works :
(i) Registered Office :
D-19-20, Panki Industrial Area,Kanpur - 208 022
(ii) Manufacturing Units :
1- D-19-20, Panki Industrial Area, Kanpur - 208 022
2- A-1, A-2, Udyog Kunj, Site V, Kanpur - 208 022
3- D-6, Panki Industrial Area, Site II, Kanpur - 208 022
4- 79A, Co-Operative Industrial Estate, Dada Nagar, Kanpur - 208 022
(xvi) Address for Investor Correspondence :
• For shares held in Physical Form & for any query on the Annual Report & Dividend
Kanpur Plastipack Ltd. D-19-20, Panki Industrial Area,Kanpur-208 022
• For Shares in Demat Form :
Skyline Financial Services Pvt. Ltd. D-153/A, 1st Floor, Okhla Industrial Area, Phase-I,New Delhi-110020