REPORT ON CORPORATE GOVERNANCE
The detailed report on Corporate Governance in the format proscribed fay SEBI and incorporated in clause 49 of the Listing Agreement is sei out below:
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Company's philosophy on Corporate Governance envisages the attainment of the highest level of transparency, accountability and equity in all facets of its operations and in all its interactions with its stakeholders including shareholders, employees and the clients. The company believes that all its operations and actions must serve the goal of enhancing overall shareholder value over a sustained period of time.
2. BOARD OF DIRECTORS
The present strength of the Board of Directors is Six, whose composition is given below: One promoter Non-Executive & Non-independent Director, Three Independent Non- Executive Directors, One Non-independent Non-Executive Director and One No independent Executive-Director.
The Board of Directors met 8 times during the year. These were on 12/04/2014, 24/05/2014, 09/08/2014, 01/09/2014, 10/09/2014. 28/10/2014, 23/01/2015 and 24/02/2015.
The Composition of the Board of Directors, attendance of Directors at the Board Meetings and at the last Annual General Meeting as also the number of Directorships and Committee Memberships held by them in other Companies are given below
The CEO of the Company has submitted his report regarding Code of Conduct by the Directors and Senior Management for the year ended 31st March, 2015 and the same is annexed with this report.
3. AUDIT COMMITTEE
All these Directors possess knowledge of Corporate Finance/Accounts/Company Law. The Statutory Auditors attend the meetings as invitees.
The terms of reference of the Audit Committee constituted by the Board in terms of Section 177 of the Companies Act, 2013 and the Corporate Governance code as prescribed under clause 49 of the Listing Agreement.
During the financial year ended 31 st March, 2015, four meetings were held on 24th May 2014, 9"August.2014, 28thOctober, 2014 and 23"January,2015
4. REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company comprised of Shri Padam Kumar Jain, Dr.B.D. Agarwal and Ms. Manju Jaln.
During the year Shri Raj Kumar Gupta resigned from the Committee w.e.f. 01.09.2014.
During the financial year ended 31 st March, 2015 no meeting was held.
C. Remuneration Policy
Remuneration policy of the company is directed towards rewarding performance, based on review of achievements However during the year only sitting fee was paid to the Non-Executive Directors. Remuneration was paid to Executive Director as per the terms of his appointment approved by the general body.
D. Remuneration of Directors
Details of Remuneration / Sitting Fee to all the Directors for the year ended 31st March, 2015
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Share Transfer Committee inter-alia has been given the powers to deal with all the matters related to transfer, transmission, issuance of duplicate share certificates, split and/or consolidation requests. The Share Transfer Committee meets regularly. The members of the Committee and their attendance is given below:
There is no related party relationship as described In clauses (a) to (e) of paragraph 3 of the Accounting Standard-18 Related Party Disclosures', issued by the Institute of Chartered Accountants of India.
8. No penalties/strictures have been imposed on the company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets during the last three years.
9. MEANS OF COMMUNICATION
The Company submitted its Annual, Half Yearly & Quarterly results to the Stock Exchanges in accordance with the Listing Agreement and also published them in the two newspapers namely The Pioneer (English) and Swatantra Chetana (Hindi). The financial results and shareholding pattern of the Company are also available on website www.k3ycpfpltd.wm
10. GENERALSHAREHOLDER INFORMATION
10.1. Annual General Meeting
Day, Date and Time : Saturday, the 22nd August, 2015 at 10.00 am.
Venue : Registered Office of the Company at 16/16-A. Civil Unes. Kanpur - 208 001
10.2. Financial Calender (tentative)
Results for the quarter
Ending June 30.2015 : Last week of July. 2015
Ending Sept. 30,2015 - Lastweekof Oct., 2015
Ending Dec. 31.2015 - Lastweekof Jan.,2016
Result* for the year
Ending March 31 st, 2016 - Upto 31st May. 2016
Annual General Meeting Upto September. 2016
10.3. Book Closure Date : 14th August, 2015 to 22nd August, 2015 (Both days inclusive)
10.4. Dividend Payment Date : Not Applicable (No dividend proposed)
10.5. Listing on Stock Exchanges
The Company's shares are listed with The Bombay Stock Exchange Limited, PJTowers, Dalai Street, Mumbai-400001
10.6. Stock Code
Demat ISIN in NSDL/CDSL- INE130F01016
10.8. Share Price performance in comparison to broad based indices - BSE and NSE As only few transactions could take place in the Company's shares during the year hence the comparison of share price with BSE and NSE indices, in management's view, is not necessary.
10.9. Registrar and Transfer Agent
M/s. ABS Consultants Pvt. Ltd.. having its office at R.No. 99, Stephen House. 6th Floor 4 B.B.D. Bag (East), Kolkata-700 001 are Registrar and Transfer Agent for both demat and physical segment.
10.10. Share Transfer System
The Company's shares are traded in the Stock Exchanges compulsorily in Demat mode, Shares in physical mode which are lodged for transfer are subject to exercise of option under compulsory transfer-cum-demat procedures. Share certificates are either dematerialised or returned to the respective share holders within the time prescribed by the authorities.
10.12. Dematerialisation of Shares and Liquidity
As on 31st March, 2015, 74.63% of the Company's total shares representing 44,77,844 shares were held in dematerialised form and the balance 25.37% representing 15,22,156 shares were in physical form.
Trading in Equity Shares of the Company is permitted only in Demat form. For having proper liquidity, the equity shares of the company is listed at Stock Exchange Ltd., Mumbai.
10.13. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, Conversion Date and likely Impact on equity : - Nil
10.14. Plant Locations - N.A.