CORPORATE GOVERNANCE REPORT
Corporate Governance is a systems of structuring, operating and controlling a company with a view to achieve long term strategic goals to satisfy its stakeholders including shareholders, creditors, employees, customers and suppliers, as well as complying with the legal and regulatory requirements, apart from meeting environmental and local community needs. It involves defining and implementing a system of rules, processes, procedures and relationships to manage the organization and fulfills its legal & financial obligations and implementing processes that guarantee transparent information to all stakeholders.
COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Your company has always endeavored for bringing excellence in all spheres of its working be it quality control, customer satisfaction, shareholders servicing, relationship with Employees etc. The basic Corporate Governance norms have been adopted at the Board, Management and Operational levels.
Your Company is in compliance with the mandatory requirements of Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchange, as detailed below:-
I. BOARD OF DIRECTORS
(A) Composition of Board
The Composition of the Board is in conformity with clause 49 of the Listing Agreement relating to the composition in terms of non executive/Independent directors. The Board of Directors of the Company comprises of 5 Directors with one Promoter (Executive) Director, one Promoter (NonExecutive) Director and Three Independent (Non-Executive) Directors.
(B) Non-Executive Directors compensation and disclosures
No remuneration has been paid to the Non Executive Directors during the year. No stock options were granted to Non Executive Independent Directors.
(C) Other Provisions as to Board and Committees
The meetings are convened by giving appropriate advance notice after obtaining approval of the Chairperson of the Board/Committee. Detailed agenda, management reports and other explanatory statements are circulated in advance in the defined agenda format amongst the members for facilitating meaningful, informed and focused decisions at the meetings.
The meetings of the Board of Directors are normally held at the Company's registered office in Mumbai 12 (Twelve) Board Meetings were held during the financial year 2014-2015. The dates on which the meetings were held are 17.04.2014, 12.05.2014, 30.05.2014, 16.06.2014, 14.08.2014, 23.09.2014, 30.09.2014, 01.11.2014, 14.11.2014, 24.12.2014, 23.01.2015, 14.02.2015.
II. AUDIT COMMITTEE
The Company has an Audit Committee of Directors. The Company complies with the provisions of Section 177 of the Companies Act, 2013 as well as requirements of Listing Agreement under clause 49 of the listing agreement pertaining to the Audit Committee. Its composition and functioning is as under:
1.The Audit Committee consists of the three directors as members and two of them are independent directors.
2.All members of the committee are financially literate and the Chairperson is having the requisite financial management expertise.
3.The Chairperson of the Audit Committee is Mrs. Sona Ramchandani, an independent director. The Chairperson of the Audit Committee is supposed to be present at coming Annual General Meeting going to be held on 30th September, 2015.
4.The representatives of the statutory auditors and such other person and official of the company are invited to attend the Audit Committee meetings as and when required. Composition of Audit Committee
1. 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;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. 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;
18. To review the functioning of the Whistle Blower mechanism;
19. 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;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Explanation (i): The term "related party transactions" shall have the same meaning as provided in Clause 49(VII) of the Listing Agreement.
Review of information by Audit Committee
The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
III. NOMINATION AND REMUNERATION COMMITTEE
For complying the requirement of Section 178 of Companies Act, 2013 board has established the Nomination and Remuneration Committee to work with the entire board to determine the appropriate characteristics, skills, experience required for the board as a whole and for individual members. Board members are expected to possess the required qualifications, integrity, expertise and experience for the experience. The composition of the Committee consists of Non-Executive Director.
IV. SHARE TRANSFER-CUM-SHAREHOLDERS GRIEVANCE COMMITTEE
i) Terms of reference
The Share Transfer-cum-Shareholders Grievance Committee is constituted under the Chairmanship of a non-executive director to consider and approve various requests for transfer, subdivision, consolidation, renewal, exchange, dematerialization, rematerialization, issue of new Certificates in replacement of old ones and redress the grievances of the Shareholders as may be received from time to time.
iii) Investor Complaints received and redressed
Investors' complaints were received, reviewed and approved at the meeting help during the year2014-15. All queries received during the year 2014-15 under review were replied to the satisfaction of the investors.
(A) Basis of related party transactions
The required disclosure with respect to the related party transactions, if any were duly made to Audit Committee on a quarterly basis. Transactions with related parties, if any are disclosed in the Notes to the Accounts as part of Financial Statements.
(B) Disclosure of Accounting Treatment
During the year there has been no deviation in Accounting Policies/Accounting Standards of the company. The same are disclosed in the Notes to the Accounts as part of Financial Statements.
(C) Proceeds from Public issue, right issue, preferential issue etc.
Your company has not issued any share capital during the year 2014-15 under review by way of public issue, right issue and preferential issue or by any other means.
(D) Details of Non Compliance
No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or on any matter related to Capital Markets during the last three years.
(E) SEBI Complaints Redress System (SCORES)
The Company processes the investors' complaints received by it through a computerized complaints redress system. The salient features of this system are Computerized database of all inwards receipts and action taken on them, online submission of Action Taken Reports (ATRs) along with supporting documents electronically in SCORES.
VIII. CODE OF CONDUCT
(i) In compliance with clause 49 of the Listing Agreement and the Companies Act, 2013 the company has framed a Code of Conduct and Code of Fair Disclosures. The copies of Code of Conduct as applicable to the Members of Board, Executive officers (including Senior Management of the Company) and Non Executive officers and all employees of the company have been sent to all the Directors and Senior Management Personnel. These will be posted on the website of the company. The copy of the Code of Conduct and Code of Fair Disclosures can be inspected from the Registered Office of the company.
(ii) All the members of the Board of Directors and Senior Management personnel have affirmed compliance with the Code as applicable to them during year ended March 31, 2015. The annual report of the Company contains certificate duly signed by the Managing Director and CFO of the company.
IX. REPORT ON CORPORATE GOVERNANCE
The Quarterly Compliance report has been submitted to the Stock Exchanges where the Company's equity shares are listed in the requisite format duly signed by the Compliance Officer i.e. Company Secretary.
X. COMPLIANCE CERTIFICATE
A. Compliance Certificate for Corporate Governance from the Auditors of the Company is annexed here with.
B. The company had not adopted the non-mandatory requirements as mentioned in the Clause 49.
XI. MEANS OF COMMUNICATION
Quarterly and Annual Audited financial results are sent immediately to the Bombay Stock Exchange after they are approved by the Board of Directors. The Company published its results within the stipulated time as per the Listing Agreement in leading newspapers, i.e. Free Press Journal in English & Navshakti in Marathi .
As per clause 54 of Listing Agreement, the Company has maintained functional website (www.kayceeindustries.com).
The Company has designated an email-id email@example.com
XII. GENERAL SHAREHOLDER INFORMATION
Annual General Meeting
Wednesday, the 30th September, 2015 at 01.30 PM at Jainam Banquet Hall, L.B.S Marg, Bhandup (West), Mumbai-400 078
Financial Year : April 01, 2014 to March 31, 2015
Book closure period : September 21st , 2015 to September 30th , 2015 (Both days inclusive)
Dividend payment : Till 30th October, 2015
i) Financial Calendar Events
Actual date/Tentative time frame
Financial Reporting for the quarter ending 30th June, 2015 ; 2nd Week of August, 2015
Financial Reporting for the quarter ending 30th September, 2015 ; 2nd Week of November, 2015
Financial Reporting for the quarter ending 31st December, 2015 : 2nd Week of February, 2016
Financial Reporting for the quarter ending 31st March, 2016 : last week of May, 2016
The Equity Shares of the company are listed on Bombay Stock Exchange Ltd. Already paid listing fee for the year 2015-16 to BSE.
(iii) ISIN No. and BSE Security Code is INE813G01015 and 504084 respectively
(v) Share Transfer System and R&T Agent
Shares lodged for transfer in house and at our Registrar & Transfer Agent M/s. Datamatics Financial Services Limited, Mumbai are normally processed and approved by Share Transfer-cum-Shareholders Grievance Committee of the Company on quarterly basis. The Registrar & Share Transfer Agent of the company is "DATAMATICS FINANCIAL SERVICES LTD." The Transfer and Transmission of shares is processed within stipulated time from date of receipt of documents complete in all respect
(vii) Dematerialization of shares and liquidity
The shareholders of the company have been admitted with both NSDL and CDSL for dematerialization. This helps the investor to dematerialize their holding in electronic form and resultant fast transfer of shares. As on 31st March 2015, 91% of Equity shares stand dematerialized.
viii) Outstanding ADRs/GDRs/Warrants/Options or any convertible Instruments, conversion date and likely impact on Equity - There are no outstanding GDRs/ADRs/Warrants of the Company.
Plant Location : 1
70, Lake Road, Kaycee Industrial Compound, Bhandup (W), Mumbai 400 078 Plant Location : 2 Plot No.F-25, Addl. Ambarnath Industrial Area, Anand Nagar, Ambarnath (E), Thane 421502
(ix) Green Initiative
Pursuant to Circulars No. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs (MCA), MCA has undertaken a "Green Initiative in Corporate Governance", by allowing paperless compliance including service of notices/documents by companies to their shareholders through electronic mode. In order to enable the Company to send such documents in electronic form, members who hold shares in physical form are requested to register their e-mail addresses with the Company by sending a letter to the address given below, or an email on their respective e-mail ID firstname.lastname@example.org < and intimate changes in the e-mail Id from time to time.
(x) Address for correspondence:-
Company Secretary KAYCEE INDUSTRIES LIMITED OLD KAMANI CHAMBERS, 32-RAMJIBHAI KAMANI MARG, BALLARD ESTATE, MUMBAI- 400 001. Email id :email@example.com
Our Registrar& Share Transfer Agent:-
DATAMATICS FINANCIAL SERVICES LIMITED, Plot No.A-16 & 17 part B Cross Lane, MIDC, Andheri (E), Mumbai 400 093. Email id : firstname.lastname@example.org