REPORT ON CORPORATE GOVERNANCE
1. Company's philosophy on Code of Corporate Governance
The Company believes in and practices good corporate governance.
2. Board of Directors
The Board comprises of 5 Directors of whom 4 are Non-Executive Directors,
b. Number of Board Meetings:
During the year, the Board of Directors met 8 times on the following dates:-
10.05.2010, 14.08.2010, 25.09.2010, 04.10.2010, 20.11.2010, 21.02.2011, 12.03.2011 and 31.03:2011.
Information supplied to the Board:
Following information was provided to the Board as part of the Agenda papers in advance of the Board meeting.
i Appointment of Directors
ii Disclosure of Interest of the Directors
iii Inter corporate loan
iv Postal Ballot business.
The particulars of transactions between the Company and related parties as per the Accounting Standards is mentioned separately under the head NOTES TO THE ACCOUNTS of the Annual Report. However these transactions are not likely to have any conflict with the company's interest.
No strictures or penalties have been imposed on the company by the Stock Exchange or the Securities and Exchange Board of India (SEBI) or any other regulatory body on any matter relating to capital markets in the last three years.
The Board -
The Company has executive Chairman and the office with required facilities is provided and maintained at the Company's expenses for use by the Chairman. No Policy has been fixed on tenure of Independent Directors.
Training of Board Members-
The present Board of Directors comprises well experienced and responsible members of society. Mechanism for evaluating Non-executive Board Members-
No specific mechanism is in place in the Company but the Board comprises of experienced and responsible members.
Whistle Blower Policy etc.
The Company do have a Whistle Blower Policy where each employee is empowered to report to the management or any other agency if any adverse is noticed.
3. Share Transfer Committee
The Share Transfer Committee as on 31st March, 2011 consists of Shri S.K. Goel, Director, Shri V.K. Jain, Director and Shri Rakesh Sharma, Director. During the year Committee met 3 times on 31st May, 2010, 2nd August, 2010 and 3rd February, 2011. All the members attended the Committee Meeting.
4. Shareholder's/Investor's Grievances Committee
The Shareholder/Investor Grievances Committee as on 31st March, 2011 consists of Shri S.K. Goel, Director, Shri B.B. Virmani, Director, Shri V.K.Jain, Director and Shri Rakesh Sharma, Director. During the year the Company did not met as there was no grievance request received from any Shareholder of the Company.
Shri Santosh Kumar Panwar is the Compliance Officer.
5. Remuneration Committee
The Remuneration Committee as on 31st March, 2011 consist of Shri Suryakant H. Mehta, Shri V. K. Jain and Shri Rakesh Sharma, Directors of the Company.
No Committee Meeting was held during the year.
The details of payment to Non Executive Director during the year 2010-11 is given below: -
Name of Director Certification Fee
Shri B.B. Virmani Rs.4000/-
6. Notes on Directors appointment:
(a) Shri Satish Kumar Goel
Shri Satish Kumar Goel has been appointed as Managing Director of the Company and he is already Managing Director of K. C. International Ltd. where he is not drawing any remuneration. He is also Director in other Companies viz. K. C. Fibres Ltd., Ritex Exports Ltd., Savi Texfab India (P) Ltd., Diamond Craft (P) Ltd., Libra Fashion (P) Ltd. and Triumph Fashion (P) Ltd. He holds 8,23,200 (18.92%) Equity Shares of the Company. Shri Goel has very intensive experience in the field of Textile Industry and is associated with the Company from a very long time.
(b) ShriB. B. Virmani
Shri B. B. Virmani is retiring by rotation at the ensuing Annual General Meeting and is eligible for reappointment. The retiring Director has consented to act as Director if appointed. Shri Virmani has considerable experience on Company Law Matters and is a practicing Company Secretary. He is associated with the company for a very long time. He does not hold any share in the Company.
(c) Shri Suryakant H. Mehta
Shri Suryakant H. Mehta is retiring by rotation at the erjsuing Annual General Meeting and is eligible for reappointment. The retiring Director has consented to act as Director if appointed. Shri Mehta is a Non Executive Director of the Company and has considerable experience in Textile Industry. He is Director of Janice Textiles Ltd., K. C. International Ltd. & K. C. Fibres Ltd. Shri Mehta is also Member of Shareholder's Grievances Committee & Audit Committee of Janice Textiles Ltd.
7. Management Discussion and Analysis Report
Management Discussion and Analysis Report forms part of the Directors Report and is annexed herewith.
8. General Shareholder Information
a) AGM Date, Time and Venue –
Thursday, 30th September, 2011 at 3.00 P.M.At Shanti Royal, B-4, G.T. Karnal Road, Indl. Area, Delhi-110033
b) Financial Calender-2011/2012 –
April to March Financial Year
Audited Results for the year ending 31st March, 2012 - August, 2012
c) Dividend Payment Date –
d) Listing on Stock Exchanges –
The Stock Exchange, Mumbai and The Delhi Stock
Exchange Association Ltd.
e) Stock Code-Physical –
The Stock Exchange Mumbai-2920
The Delhi Stock Exchange -11011
f) Listing Fees payment –
The outstanding Listing Fees is yet to be paid.
g) Market Price Data & Performance –
Shares of the Company were not traded on any Stock Exchange and no rates were reported during Financial Year2010-2011.
h) Registrars & Transfer Agents:
The Company has in-house Shares Department.
I) Persons to contact
ShriSantosh Kumar Panwar, Tel. No. 011-27425424
j) Share Transfer System
The Transfer Committee Meetings are held as and when required.
k) Dematerialisation of Shares
The Company has not got its Shares and liquidity dematerialized in view of the closure of the mill.
l) Address for Correspondence
K.C. TEXTILES LTD.,
BM-2A, DILKUSH INDUSTRIAL ESTATE, G.T. KARNAL ROAD.AZADPUR, DELHI-110033
On behalf of the Board
Satish Kumar Goel
Chairman and Managing Director
New Delhi 20th July, 2011