REPORT ON CORPORATE GOVERNANCE
(Pursuant to Regulation 34(3) read with Schedule V (C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20l5
1. A BRIEF STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company is committed to benchmarking itself with the best in all areas including Corporate Governance. The Company's philosophy of Corporate Governance is aimed at strengthening the confidence among shareholders, customers, employees and ensuring a long - term relationship of trust by maintaining transparency and disclosures. The Company believes in maintaining highest standards of quality and ethical conduct, in all the activities of the Company.
2. BOARD OF DIRECTORS:
The Board of Directors provides strategic direction and thrust to the operations of the Company. As on 3lst March, 20l6, the Board of Directors comprised of total Seven Directors, out of which Six are Non-Executive Directors. Out of the Six Non-Executive directors four are Independent Directors. The company has NonExecutive Promoter Director as Chairman of the Board, and thus, atleast one half of the Board of the company consists of Independent Directors.
Shri Ashok V. Chowgule, (DIN : 000l8970) was appointed as a Promoter Non-Executive Director on the Board with effect from 20th July, 2000 at the 23rd Annual General Meeting of the Company held on 20th July, 2000, who shall be liable to retire by rotation.
Shri Umaji V Chowgule, (DIN : 00018993) was appointed as a Promoter Non-Executive Director on the Board with effect from 17th July, 2009 at the 32nd Annual General Meeting of the Company held on 17th July, 2009, who shall be liable to retire by rotation.
Shri Santosh L. Chowgule (DIN: 00097736 ) was appointed as Managing Director (Promoter Executive Director) for a period of five consecutive years with effect from 25th July, 20l4 at the 37th Annual General Meeting of the Company held on that date, who shall not be liable to retire by rotation.
Shri H.C. Asher (DIN: 00024863) Shri Harish Jagtiani, (DIN: 00262572 ) and Ms.Arati Saran (DIN: 01157284), Non-Executive Independent Directors who were appointed for a period of five consecutive years with effect from 25th July, 20l4 at the at the 37th Annual General Meeting of the Company held on that date, who shall not be liable to retire by rotation.
Shri Kaiyoze Beji Billimoria (DIN : 00021204) was appointed on the Board as an Additional Non-Exeuctive Independent Director of the Company for a period of five consecutive years with effect from 24th July, 20l5 pursuant to the provisions of Section l6l of the Companies Act, 20l3 read with Companies (Appointment and Qualification of Directors) Rules, 2014, and in accordance with the provisions of the Articles of Association of the Company was regularized as a Director of the Company in its 38th Annual General Meeting of the Company held on 24th July, 2015, who shall not be liable to retire by rotation.
None of the Independent Directors has any other material pecuniary relationship or transaction with the Company, its Promoters, its Directors and its senior management, which would affect their independence.
Further, none of the Directors on the Board is a member of more than l0 Committees and Chairman in more than 5 Committees, across all companies in which they are director.
b) Board Procedure:
The agenda is prepared in consultation with the Chairman of the Board and the Chairman of the other Committees. The agenda for the meetings of the Board and its Committees, together with the appropriate supporting documents, are circulated well in advance of the meeting.
Matters discussed at Board meeting generally relates to Company's performance, quarterly /half yearly results of the Company, review of the reports of the Internal Auditors, Audit Committee and compliances with their recommendations, suggestions, non-compliance of any regulatory, statutory or listing requirements etc.
c) Attendance at the Board Meetings and the last Annual General Meeting:
The Board Meeting dates are decided well in advance and communicated to Directors to enable them to plan for their schedule in order to attend the meetings.
e) Disclosure of relationship between directors inter se:
None of the directors of the Company are related with each other except S/Shri Ashok V. Chowgule, Umaji V. Chowgule and Santosh L. Chowgule.
Shri Umaji V Chowgule, Director of the Company is a own brother of Shri Ashok V Chowgule, Chairman of the Company.
Shri Santosh L. Chowgule, Managing Director is a brother of Shri Ashok V Chowgule, Chairman of the Company
f) Number of shares and convertible instruments held by non-executive directors:
Shri Ashok V Chowgule, Chairman of the company holds 20 equity shares of Rs. 10/- each in his individual capacity. Further none of the other executive and non-executive directors are holding any shares or convertible instruments in the Company.
g) Familiarization Programme for Independent Directors
The Company has conducted the Familiarisation programme for Independent Directors during the year. The Programme aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarise them with the functioning, operations and business of the Company and to assist them in performing their role as Independent Directors of the Company. The Company's Policy of conducting the Familiarisation Programme along with the details of the programmes imparted to the Independent Directors has been disclosed on the website of the Company at email@example.com
3. AUDIT COMMITTEE:
a) Brief description of terms of reference:
The terms of reference of this Committee are wide. Besides having access to all the required information from within the Company, the Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors of the Company. The brief description of terms of reference is as follows:
• Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
• Reviewing with management, the annual financial statements before submission to the Board for approval with particular reference to:
Matters required to be included in the Directors' Responsibility Statement are included in the Directors' Report in terms of Section 134 (5) of the Companies Act, 2013.
> Changes, if any, in accounting policies and practices and reasons for the same. Major accounting entries involving estimates based on the exercise of judgment by the management.
> Significant adjustments made in the financial statements arising out of audit findings.
> Compliance with listing and other legal requirements relating to financial statements.
> Disclosure of related party transactions.
> Qualifications in draft audit report.
• Review with management quarterly/half yearly/yearly financial statements before submission to the Board for approval.
• Recommending the appointment/re-appointment/removal of statutory auditors, fixation of audit fees and also approval of payments for any other services.
• Reviewing with management, Statutory and internal auditor's adequacy of the internal control systems.
• Discussing with internal and statutory auditors of any significant findings and follow-up thereon and reviewing the reports furnished by them.
• Reviewing the Company's financial and risk management policies.
• Compliance with the Stock Exchanges and legal requirements concerning financial statements.
Carrying out such other function as may be specifically referred to the Committee by the Board of Directors and/ or other Committees of Directors of the Company.
The Company's Audit Committee functions under the Chairmanship of Shri Harish Jagtiani (Non Executive Independent Director), and the members are Ms.Arati Saran (Non Executive Independent Director), Shri Kaiyoze B. Billimoria (Non Executive Independent Director and Shri Santosh L. Chowgule (Executive Promoter Director). All the members have the requisite financial and accounting background. M/s. Shalu Tibra, Company Secretary, of the company is the Secretary to the Audit Committee. During the year 4 Audit Committee Meetings
4. NOMINATION and REMUNERATION COMMITTEE:
a) Brief description of terms of reference:
The broad terms of reference of the Nomination and Remuneration Committee are to recommend the Company's policy on remuneration packages for the Managing Director / Executive Directors, reviewing the structures, design and implementation of remuneration policy in respect of key management personnel.
The Company has constituted a Nomination and Remuneration Committee which consists of Shri H.C. Asher, Harish Jagtiani, Kaiyoze B. Billimoria, Ms. Arati Saran, Non Executive Independent Directors of the Company and Santosh L. Chowgule, Executive Promoter Director. Shri Harish Jagtiani, acted as a Chairman of the Committee and S/Shri H.C. Asher, Kaiyoze B. Billimoria, Ms. Arati Saran, and Santosh L. Chowgule acted as Members of the Committee at their meeting held on 22.I.20I6. The attendance details of the committee members are as under:
c ) Performance evaluation criteria for independent directors.
The Board and Nomination and Remuneration/Compensation Committee carry the performance evaluation of the Directors. Accordingly, on the basis of the report of the performance evaluation of Directors including Independent Directors, the Company decides whether to extend or continue the term of appointment of the Independent Directors. The criteria of performance evaluation of Directors includes the effectiveness in decision making, effectively facilitates the Board Meeting, demonstrating knowledge etc.
5. Independent Directors Committee
The Company has formed an Independent Directors Committee, consisting of (I) Shri Harish Jagtiani, Non Executive Independent Director, Chairman of the Independent Directors Committee; (2) Shri H.C.Asher, Non-Executive Independent Director, (3) Ms.Arati Saran, Non-Executive Independent Director and (4) Kaiyoze Beji Billimoria, Non-Executive Independent Director of the Company are the members of the Independent Directors Committee.
6. REMUNERATION OF DIRECTORS:
a) The Non-Executive Directors had no pecuniary relationship or transactions with the Company during the year 2015-16.
b) None of the Non - Executive Directors is being paid any remuneration except sitting fees. Sitting fees to Nonexecutive Independent and Promoter Directors is being paid at the rate of Rs. 10,000/- for each meeting of the Board, Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Risk Management Committee, Independent Directors Committee, Committee of Directors Committee (Share Transfer Committee), Corporate Social Responsibility Committee, attended by them.
7. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
As required under regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has a duly constituted Stakeholders Relationship Committee consisting of (1) Ms. Arati Saran, Non-Executive Independent Director, Chairperson of the Stakeholders Responsibility Committee; (2) Shri Harish Jagtiani, Non-Executive Independent Director, (3) Shri H.C. Asher, Non Executive Independent Director (4) Shri Kaiyoze B. Billimoria, Non-Executive Independent Director and (5) Shri Santosh L. Chowgule, Executive Promoter Director are the members of the Stakeholders Responsibility Committee. The Stakeholders Responsibility Committee was constituted to specifically look into the redressal of Investors' complaints relating to the transfer of shares, non-receipt of Annual Reports and non receipt of dividends declared by the Company etc. During the year ended 31st March, 2016, the Company has not received any query, complaint / grievance from its Shareholders. Thus, no complaints are pending as on 31st March, 2016.
No shares were pending for transfer, transmission, name deletion, consolidation, sub-division, issue of duplicates and rematerialisation of shares as at 31st March, 2016. This Committee met on four occasions during the financial
8. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
As per Section 135 of the Companies Act, 2013, the Company was required to incur an expenditure of 2% of the average net profits of the Company made during the three immediate preceding financial years for social activities specified under the said provision and also to constitute a Committee for ensuring the said activities to be undertaken by the Company in a systematic manner. Accordingly, the Board has formed a Committee consisting of Shri Harish Jagtiani, Non-Executive Independent Director, acted as Chairman of the Committee and S/Shri Umaji V. Chowgule, Non-Executive Promoter Director, Santosh L. Chowgule, Executive Promoter Director and Shri Kaiyoze B. Billimoria Non-Executive Independent Direcotor of the Company acted as members of the Committee at their meeting held 30th October, 2015. The attendance details of the committee members are as under:
9. RISK MANAGEMENT POLICY:
The Company has a well-defined Risk Management framework in place and Risk Management Committee, which ensures that the management controls risks through means of a properly defined framework. In addition, the Board has formulated and adopted a risk management policy. The Board assesses the risk and the procedures being followed by the Company and steps taken by it to mitigate these risks. The Board of Directors have formed a Risk Management Committee which consists of Shri Harish Jagtiani, Non-Executive Independent Director as Chairman, Shri H.C. Asher, Non-Executive Independent Director and Shri Santosh L. Chowgule, Executive Promoter Director as Members of the Risk Management Committee
10. SHARE TRANSFER COMMITTEE:
The Company has formed a committee for shares transfer, transmission, consolidation, name deletion etc.. The Committee consists of Shri Ashok V. Chowgule, Non-Executive Promoter Director as Chairman, S/Shri Umaji V. Chowgule and Santosh L. Chowgule, Non-Executive Promoter Director and Executive Promoter Director respectively as members of the Committee. The committee processed the share transfers, transmission, name deletion, issue of duplicate certificates etc. During the year 2015-16 twelve meetings were
13. GENERAL SHAREHOLDER INFORMATION:
a. Annual General Meeting: 20th July, 2016 at 2.30 P M at Pennar, Shangri-La Hotel, No.56-6B, Palace Road, Bangalore-560052.
b. Financial Year: The financial year covers the period from lst April to 3lst March. Tentative Calendar for the financial year ending 31st March, 2017: -
Financial reporting for the
First quarter ending 30th June, 20l6 : Second fortnight of July, 20l6
Half year ending 30th September, 20l6 : Second fortnight of October, 20l6
Third quarter ending 3lst December, 20l6. : Second fortnight of January, 20l7
Year ending 31st March, 2017. : Second fortnight of May, 2017.
Tentative date of the Board Meeting
Annual General Meeting for the year ended 31st March, 2017 is likely to be held in the second fortnight of July, 2017.
c. Dividend Payment Date: Credit / Dispatch between 21st July, 2016 to 19th August, 2016.
d. Listing on Stock Exchanges:
a) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001
e. Listing Fees:
The Company has paid the listing fees for the year 2016 - 17 to BSE Limited, Mumbai, where the shares are listed.
f. Stock Code:
BSE : 506528
ISIN : INE88IEOI0I7
h. Whether the securities are suspended from trading on Stock exchanges: No.
i. Registrar and Share Transfer Agents:
M/s.Canbank Computer Services Ltd., R and T Center, No.218, JP Royale, 1st Floor, 2nd Main, Sampige Road, Malleshwaram, Bangalore-560003. Contact Persons : S/Shri Ravi and S.Naidu. Ph.080-23469661/62. Fax.080-23469667/68. E.Mail : firstname.lastname@example.org email@example.com
j. Share Transfer System:
All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agent (RTA) within 15 days of the lodgment, if documents, are found in order, except delay in some cases. Shares under objection are returned within two weeks. All requests for dematerialization of shares processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within 21 days.
l. Dematerialization of Shares and liquidity:
As on 31st March, 2016, 85.81% of the total shares of the Company were in dematerialized form.
m. Convertible Instrument:
Your Company has not issued any ADRs, GDRs, warrants or any convertible instruments during the financial year ended 31st March, 2016.
n. Plant Locations:
iii. Waidhan-Madhya Pradesh.
iv. Anuppur-Madhya Pradesh.
vii. Manuguru - Telangana.
viii. Godavarikhani, Telangana.
o. Regd. Office/ Corporate Office and Address for Investors' Correspondence:
Keltech Energies Ltd. Embassy Icon, 7th Floor, No.3, Infantry Road, Bangalore-56000I Karnataka. Phone : 080-2225I45I/22257900 Fax : 080-22253857. e.mail. firstname.lastname@example.org
12. OTHER DISCLOSURES:
a. Related party transactions and Disclosures:
Related party transactions are defined as transactions of the Company of material nature had with promoters, directors or with their relatives etc.
The transactions with the related parties, as per the requirements of the Accounting Standard I8, are disclosed in Notes on Accounts, forming part of the Annual Report.
None of the transactions with any of the related parties were in conflict with the interest of the Company.
Details of all material transactions with related parties are disclosed quarterly along with the compliance report on corporate Governance.
As required under Regulation 23 of the Listing Regulations , 20I5, the company has formulated a policy on Materiality and dealing with the Related Party Transactions which have been uploaded on the company website email@example.com
b. Compliance by the Company:
The Company has complied with all the requirements of listing agreement and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 (effective from Ist December, 2015) entered into with the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital market during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other Statutory Authorities.
c. Whistle-Blower Policy/Vigil Mechanism and affirmation that no personnel have been denied access to the Audit Committee:
The Company has established a mechanism for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. We affirm that during the financial year 2015-16, no employee was denied access to the Audit Committee.
d. Details of Compliance with mandatory requirements and adoption of non-mandatory requirements;
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement and Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (w.e.f. Ist December, 20I5).The Details of these compliances along with the non-mandatory requirements adopted by the Company have been given in the relevant section of this report.
e. Policy for determining "material" subsidiaries - A the company does not have any subsidiaries, the policy for determining the "material" subsidiaries has not been made.
f. Commodity price risks and commodity hedging activities: The Company does not deal in commodity price risks and commodity hedging activities.
13. Compliance of the requirement of Corporate Governance Report:
During the year 2015-16, the Company has complied with the requirements of Corporate Governance Report of sub paras (2) to (10) of the Point C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
14. Discretionary Requirements as specified in Part E of Schedule II:
The Company has adopted following non-mandatory requirements of Regulation 27 and Part E of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
(a) Audit Qualification - The Company is in the regime of unqualified financial statements.
(b) Separate posts of Chairman and CEO - The Company has separate Chairman and Managing Director or Chief Executive Officer.
(c) Reporting of Internal Auditor - The Internal Auditor directly reports to the Audit Committee.
15. Disclosure of the Compliance with Corporate Governance
The Company has complied with all the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. Disclosure of accounting treatment:
In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.
18. Disclosure with respect to demat suspense account/unclaimed suspense account
The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/ bonus/right issues as at 31st March, 2016. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.
19. Compliance Certificate for Code of Conduct:
The declaration by the Managing Director and CEO affirming compliance of Board and Senior Management Personnel to the Code is also annexed herewith and forming part of Annual Report.
20. Compliance Certificate by Auditors: The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements), 2015 which is annexed herewith and forming part of Annual Report.