Report on Corporate Governance
(1) Company philosophy on Corporate Governance
Excellence in operations of the company steams from good Corporate Governance. Your company is firmly committed to Corporate Governance and Transparency in its dealings, and lays emphasis on integrity and regulatory compliance With the same objective, the company is continuously strengthening and upgrading its systems and process in order to bring transparency and efficiency in its business.
(2) Board of Directors
The Board is headed by the Non-Executive Chairman, Mr. Om Narayan and is composed of eminent persons taking in to consideration professional experience in varied field and comprises a majority of Non-Executive Independent Directors. Over two- thirds of the Board comprises Non-Executive Directors of which the majority are independent directors.
Board Meeting & Annual General Meeting
During the year under review, 4 Board Meetings were held, the dates being 29th Nov.,2010. 11th Feb.,2011, 13th May, 2011 and 12th August, 2011.
The AGM was held on 24th Day of March, 2011
The Remuneration committee constituted by the Board of Directors to approve remuneration to the Directors consists of the following non executive and independent Directors as member
• Om Narayan (Chairman)
• Dr S L Keswani (Member)
• Sri Amit Khandelwal (Member)
During the year one meeting of the Committee was held on 12.08.2011 to approve the remuneration to Sri Rajeev K. Agrawal Whole Time Director.
The remuneration policy of the Company is to remunerate the Whole Time Director commensurate with the operational and financial performance of the Company and the performance of the individuals.
Details of Remuneration paid lo the Whole Time Director during the year 2010-2011 are given below;
The Audit Committee of the Board of Directors, as required under Section 292A of the Companies Ad, 1 956 consisting of following Non-executive and Independent Directors,
• Dr. S.L. Keswani
• Sri Om Narayan
• Sri Amit Khandelwal
The brief description of terms of reference of the Audit Committee is as under:
To review the management information report, the Statutory Auditors' Report on The Financial statement, to generally interact with the Statutory Auditors, lo review weaknesses in internal controls, to select and establish accounting polices and to review financial statement before submission to the Board, during the year under review four meeting of the Audit Committee were held on 29.11.2010, 11 02.2011, 13.05.2011 and 12.08-2011,
Share Transfer & Shareholders/Investors Grievance Committee :
The Committee (i) approves and monitors transfers, transmission, splitting and consolidation of securities and issue of duplicate Certificate by the Company and (ii) looks into various issues relating to shareholders including redressel of complaints from shareholders relating to transfer of shares, non-receipt of balance sheets dividends etc. The Committee consists of 3 Non-Executive Directors
• Sri Om Narayan
• Dr. S.L. Keswani
• Sri Amit Khandelwal
The Committee met 67 times during the year and transferred 19175 Equity shores."
Name and Designation of Company Secretary : Sri M.C, Joshi Email ; email@example.com ,
Name and Designation of Compliance Officer : Sri Nalin K, Gupta Email : firstname.lastname@example.org
No, of Shareholders Complaints received during The year: 15
(a) Disclosures on materially significant related party transactions i,e. transaction of the Company of material nature, with its promoters, the directors of the management, their subsidiaries or relatives etc, that may hove potential conflict with the interests of the Company at large.
(b) Details of non-compliance by the Company. penalties, and strictures imposed on The company by Stock Exchange of SEBI or any statutory authority, on any matter related to capital morkels. During The lost three years. None
Means of Communication
(a) Whether half-yearly report sent to each shareholders No
(b) Quarterly results
(i) which newspaper normally published in
(a) Jansatta (Hindi)
(b) Financial Express (English]
General Shareholder's Information
Date : 24th March. 2012
Time : 3.30P.M
Venue :13, Civil lines, Boreilly
(b) Financial Calendar (Tentative)
Finance reporting for the quarter ending 31st Dec, 2011 :End of January. , 2012
Finance reporting for the quarter ending 31st March, 2012 :End of April, 2012
Finance reporting for The quarter ending 30th June, 2012 :End of July, 2012
Finance reporting for the quarter ending 30lh Sep.. 2012 :End of October, 2012
Annual General Meeting for the year ending 30th Sep., 2012 :Lost week of March 2013
(c) Book closure period 17th March, 2012 to 24th March, 2012 (both days Inclusive)
(d) Listing on Stock Exchanges :
The Company securities are listed at
(i) Stock Exchange at Mumbai (BSE)
(it) The Delhi Stock Exchange Association Ltd., Delhi
(iii) The U.P Stock Exchange Association Ltd. Kanpur
(e) Dematerialization of Shares
The Equity Shores of the Company ore available for Dematerialization form under SIN INE735A01013 with NSDL and CDSL. The Company security is available under transfer cum demat scheme from the year 2000 onwards. Over 80.15 % of equity shares of the company ore held in electronic mode as on 30th September, 2011.
(f) Share holding details as on 30th September 2011
Out of total number of shores 10,00,000 Equity Shores of Rs. 10/-each allotted on preferential basis ore yet to be listed with BSE, Delhi Stock Exchange and Kanpur Stock Exchange. The application for the same has already been submitted with Stock Exchanges.
g)Audit compliance Certificate
As required by clause 49 of the listing Agreement Auditors Certificate is on annexure to this report.
h) Registrars and Transfer Agents
Alankil Assignment Limited
2E/8, 1st Floor, Jhandewalan Extension, New Delhi
Phone No. 011-42541953
(i) Address for Correspondence
Kashipur Sugur Mills Limited 241, Okhla Industrial Estate New Delhi 110020
(j) Declaration on compliance with Code of Conduct
As provided under clause 49 of the listing agreement with the Stock Exchanges, on Board Members and Senior Management Personnel have affirmed the compliance with the Kashipur Sugar Mills Limited Code of Conduct and ethics for the period ended on 30th September, 2011.
For and on behalf of the Board
Whole Time Director
13 Civil Lines Bareilly UP