CORPORATE GOVERNANCE REPORT
1. Company's philosophy on Code of Governance:
The Company's philosophy on Corporate Governance aims at attainment of the highest levels of transparency, accountability and equity in the functioning of the Company and in all interactions with employees, shareholders, creditors, depositors and customers. The Company believes that its systems and actions must be endeavoured for enhancing corporate performance and maximizing shareholder value in the long term.
2. Board of Directors:
The Composition of the Board of Directors is in conformity with the stipulation laid down in the Code of Corporate Governance prescribed by the Securities and Exchange Board of India (SEBI) (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The Board includes reputed individuals with considerable professional expertise from fields like finance, legal, commercial, business administration and other related fields, who, not only bring a wide range of experience and expertise, but also impart the desired level of independence to the Board.
Board Meetings held and the dates thereof
During the year, 6 Board Meetings were held on 27.1.2015, 17.2.2015, 14.5.2015, 4.8.2015, 3.11.2015 and 4.2.2016. The gap between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days. None of the Directors hold the office of Director in more than the permissible number of Companies under the Act or Regulation 25 & 26 of the SEBI (LODR) Regulations, 2015.
Relationship between the Directors inter-se: Nil
The details of Familiarization Programme imparted to Independent Directors is disclosed on the website of the Company viz. Kesarindia.com
The Board has constituted the required Committee(s) of Directors with delegation of powers. The Secretary of the Company acts as the Secretary to the Committees. Each Committee has its purposes, goals and responsibilities. These Committees comprise mainly of Independent Directors who as per the terms of reference oversee the Committee's function and executes its duties and responsibilities. The details of the Committees constituted by the Board are as under:
3. Audit Committee:
As per Section 177 of the Act & Regulation 18 of the SEBI (LODR) Regulations, the Company has constituted an Audit Committee.
(a) Terms of Reference
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 them;
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 Section 134(3)(c) 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 the 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, if any;
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 Chief Financial Officer (CFO) (i.e. 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.
The Audit Committee comprises of the following Directors. The Committee is chaired by an Independent Director. The Audit Committee was reconstituted on 11.7.2016.
Shri A S Ruia - Chairman (upto 29.4.2016)
Shri A Prasad - Member (expired on 23.3.2016)
Shri P N Dubey - Member (Chairmae w.e.f. 11.7.2016)
Shri H R Kilachand - Member (w.e.f. 11.7.2016)
Shri M A Kuvadia - Member (w.e.f. 11.7.2016)
(c) Meetings & Attendance
During the year, 5 meetings of the Audit Committee were held on 17.2.2015, 14.5.2015, 4.8.2015, 3.11.2015 and 4.2.2016 with the time gap between 2 meetings of less than 120 days. The attendance of the Members is mentioned in table of para 2 above. As required, CFO, Internal Auditor & Statutory Auditors or their representatives used to remain present as Invitee in such Meetings. The Company Secretary acts as the Secretary of the Audit Committee.
The Company has a full-fledged Internal Audit Department which performs periodical internal audit of various functions of the Company. The reports of the Internal Audit Department are placed before the Audit Committee along with the comments of the Management on the action taken to remedy any deficiencies that may be observed on the working of the various departments of the Company. In addition the Company has appointed M/s. Ashok Jayesh & Associates, Chartered Accountants as Independent Internal Auditor, [External].
Representatives of the Statutory Auditors M/s Haribhakti & Co., Chartered Accountants and Independent Internal Auditor M/s Ashok Jayesh & Associates, Chartered Accountants are invited for the meeting of the Audit Committee.
4. Nomination & Remuneration Committee:
The Committee comprises of the following Directors. The Committee is chaired by an Independent Director. A meeting of the Committee was held on 28.05.2015. The Nomination and Remuneration Committee was reconstituted on 11.7.2016.
Shri A Prasad - Chairman (expired on 23.3.2016)
Shri A S Ruia - Member (upto 29.4.2016)
Shri P N Dubey - Member (Chairman w.e.f. 11.7.2016)
Shri M A Kuvadia - Member (w.e.f. 11.7.2016)
The Key Objectives of the Committee is:
• To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
• Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.
• Formulation of criteria for evaluation of Independent Director and the Board.
• To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
• To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
• To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
• To assist the Board in fulfilling responsibilities.
• To Implement and monitor policies and processes regarding principles of corporate governance.
The brief terms of reference of this Committee includes consideration, review and approval of remuneration of Executive Director / Chairman and sitting fees payable to Non-Executive Directors with regard to performance standards and existing industry practices.
Remuneration Policy for Directors
a) Remuneration to Executive Chairman / Director / Whole-time Director / Managing Director, KMP and Senior Management Personnel:
The Remuneration/ Compensation / Commission / Incentive etc. to be paid to Executive Chairman / Director / Whole-time Director / Managing Director, KMP and Senior Management Personnel etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.
b) Remuneration to Non- Executive / Independent Director:
The Non-Executive / Independent Director may receive compensation / commission as per the provisions of Companies Act, 2013. The amount of sitting fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.
Remuneration of Executive/ Non-Executive Directors:
Shri H R Kilachand was drawing his remuneration only from KTIL and had stopped drawing from the Company (KEL) voluntarily from March 2014, in view of the heavy losses suffered by the Company for the last few years.
5. Share Transfer Committee
The authority to consider the Share Transfer related matters / issue of duplicate Share Certificates etc. was delegated to Shri H R Kilachand and Shri D J Shah who met on 28.1.2015, 28.7.2015, 24.8.2015, 23.10.2015, 26.2.2016 to consider the related matters. There was no pending share transfers as on March 31, 2016.
6. Stakeholders Relationship Committee:
As required under of Regulation 20 of the SEBI (LODR) Regulations 2016, the Board has a duly constituted Stakeholders Relationship Committee [SRC]. The Chairman of the Committee is an Indepedent Director. The Committee was reconstituted on 11.7.2016 consisting of :
Shri P N Dubey - Chairman
Shri A S Ruia - Member (up to 29.4.2016)
Shri H R Kilachand - Member
Shri M A Kuvadia - Member (w.e.f. 11.7.2016)
The function of the Stakeholders' Relationship Committee is to strengthen the investor relations. The Committee looks into redressal of shareholders' complaints and proper and timely attendance on the investors grievances. The key responsibilities of the Committee are to look in to :
(i) Redressal of Shareholders' / Investors' complaints.
(ii) Non-receipt of declared dividends, balance sheets of the Company; and
(iii) Carrying out any other function as prescribed under in the SEBI Listing Regulations.
The Committee has periodic interaction with the representatives of the Registrar and Transfer Agent of the Company.
During the year ended 31st March, 2016, the Company had received no complaints / grievances from its Shareholders.
8. Risk Management Committee [RMC]:
As required under Regulation 21 of SEBI (LODR) Regulations 2016 the Board has a duly constituted Risk Management Committee consisting of:
Shri Prakash Dubey (Independent Director) - Chairman Shri S M Sharma Sr. Vice President, Baheri,
Shri Anupam Desai Sr. Vice President - Project & Technical (up to 9.12.2015
i. All transactions entered into during the financial year 2015-2016 with Related Parties as defined under the Companies Act and were in the ordinary course of business and on an arms length basis. There was no Material Related Party transaction, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements. The Company has given in the notes to accounts, a list of related parties as per Accounting Standard 18 and the transactions entered into with them.
ii. There has been no instance of non-compliance by the Company on any matter related to capital markets during the last three years. Hence, the question of penalties or strictures being imposed by SEBI or the Stock Exchanges or any Statutory Authority does not arise.
iii. The Company has laid down procedures to inform Board members about risk assessment and minimization. These procedures are periodically reviewed to ensure control of risk through a properly defined framework.
iv. Whistle Blower Policy / Vigil Mechanism
In staying true to our values of Strength, Performance and Passion, the Company is committed to the high standards of Corporate Governance and Stakeholder responsibility.
The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. We confirm that during the financial year 2015-2016, no Employee of the Company was denied access to the Audit Committee. The details of Whistle Blower Policy are available on the website of the Company, www.kesarindia.com/ Investor's Corner/Policies
The Ethics Helpline can be contacted to report any suspected or confirmed incident of fraud / misconduct on: E-Mail: email@example.com Tel: 022-22042396
v. Certification: The requisite Certification from the Chairman & Managing Dirctor and Chief Financial Officer (CFO) certifying inter alia that the Financial Statement do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs, as required under Regulation 17(8) of the SEBI (LODR) Regulations,2015 was placed before the Board of Directors of the Company and annexed to this report.
vi. The Company has complied with all applicable mandatory requirements of the SEBI (LODR) Regulation 2015. A certificate from M/s. Ragini Choshi & Co, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated there under is annexed to this Report.
14. Means of communication:
The Board takes on record the Unaudited Quarterly Financial Results and the Audited Financial Results in the prescribed format of the stock exchange and forthwith fax and upload / send copies of the results to the Bombay Stock Exchange and National Stock Exchange of India Ltd. respectively where the shares of the Company are listed.
The financial results of the Company are published in the "Free Press Journal" in English and "NavShakti" in Marathi newspapers within 48 hours of the conclusion of the meeting of the Board in which they are approved.
The results and all other official news releases are displayed on the websites of the Stock Exchanges: www.bseindia.com and www.nseindia.com and also on the website of the Company, viz. www.kesarindia.com
Management Discussion & Analysis report has been included as a part of the Annual Report.
15. General Shareholders information:
a. Registered Office
Kesar Enterprises Ltd. Oriental House, 7,Jamshedji Tata Road, Churchgate, Mumbai-400020.
b. Plant Locations : Sugar Factory, Power Plant, Spirits & Bottling at Baheri, Dist. Bareilly, U.
Annual General Meeting
Date :Thursday, 11th August, 2015
Time : 11:00 a.m.
Venue :M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, Mumbai - 400 001.
d Financial Year : 2015-2016
e Next Financial Year ending : 31st March, 2017
f Next Annual General Meeting : By 30th September, 2017
g Financial Reporting for the year 2016-17
For 1st quarter ended 30th June, 2016 By 14th August, 2016
For 2nd quarter ending 30th September, 2016 : By 14th November, 2016
For 3rd quarter ending 31st December, 2016 : By 14th February, 2017
For 4th quarter ending 31st March, 2017 : By 30th May, 2017
h Date of Book Closure : From Thursday, 4th August, 2016 To Thursday, 11th August, 2016 (Both days inclusive)
Dividend Payment Date : N.A.
I Listing on Stock Exchange
Bombay Stock Exchange Ltd., Mumbai (BSE)
National Stock Exchange of India Ltd., Mumbai (NSE)
The Company has paid annual listing fees due to BSE and NSE for the year 2016-2017.
j Stock Exchange Code Number
BSE Scrip Code : 507180 NSE Symbol : KESARENT
k Demat ISIN numbers in NSDL & CDSL : INE133BO1019
Address for correspondence by the Shareholders of the Company:
M/s. Sharex Dynamic (India) Pvt. Ltd.Registrar & Share Transfer Agents Luthra Industria. Premises, Andheri Kurla Road, Safed Pool, Andheri (E), Mumbai - 400 072Tel.:28515606/ 28515644 Fax: 2851 28 85 Email: firstname.lastname@example.org
Kesar Enterprises Ltd.Oriental House, 7, J. Tata Road, Churchgate, Mumbai-400020Tel: 22042396 / 22851 737 Fax: 22876162 Email:email@example.com
Share Transfer System:
The shares sent for transfer are registered and returned within the time limits. Pursuant to the SEBI (LODR) Regulation 2015, certificates on half yearly basis, have been issued by a Company Secretary in Practice for due compliance of share transfer formalities by the Company. Pursuant to SEBI (Depositories and Participants) Regulation, 1996, certificates have also been received from Company Secretary in Practice for timely dematerialization of the shares of the Company and for conducting of Reconciliation of Share Capital Audit of the Company.