1. COMPANY'S PHILOSOPHY
Your Company is committed to building long term shareholders' value with full emphasis on Corporate Governance - Your Company communicates corporate, financial and product information on line on its website - www.kgdenim.com Your Company believes that all its operations and actions must serve the goal of enhancing overall shareholder value, over a sustained period of time. Company's philosophy envisages transparency, accountability and equitable benefits of highest level in its maximum possible operating fields, interaction with all its related stake holders including esteemed Shareholders, Workmen, Officers, Governments, Banks and other lenders.
2. BOARD OF DIRECTORS
The current financial year of the Company covers a period of 12 months from 1st April 2014 to 31st March 2015. The present strength of the Board is 12 Directors, out of which 6 are independent directors.
5 (Five) Board Meetings were held during the year, as against the minimum requirement of 4 meetings. The dates on which the meetings held were as follows: 24th May 2014, 01st August 2014, 30th October 2014, 31st January 2015 and 22nd March 2015. A meeting of Independent Directors was held on 22nd March 2015 which was attended by all Independent Directors. The Annual General Meeting was held on 08th September 2014. The table below gives the particulars of attendance of each Director at the Board Meetings held during the financial year and during their respective tenure of Directorship and at the last AGM, as also the number of Directorships in other Companies and membership in other Board Committees.
Profile of Directors to be reappointed on retirement basis
Smt T Anandhi, aged 50 years has basic textile education and has over 20 years experience in textile field such as cotton, spinning and garments. She is also on the board of various textile companies.
Shri A Velusamy is professionally qualified as B.Sc., B.L. He is 59 years old. He will be a Whole-time Director of the Company from 01.04.2015 to 23.05.2015. He will continue as Director from 24.05.2015 on retirement basis.
Code of Conduct
In pursuance of Clause 49 of the listing agreement, the Board has approved the Code of Conduct for Board of Directors and Senior Management and the same has been circulated and posted on the Company's website. The Board of Directors and the Senior Management staff have given their declarations confirming compliance of the provisions of the above code of conduct.
Criteria for Evaluation of Board
A) Criteria for evaluation of Board of Directors as a whole
i. The frequency of meetings;
ii. The length of meetings;
iii. The administration of meeting;
iv. The number of committees and their roles;
v. The flow of information to board members and between board members;
vi. The quality and quantity of information; and
vii. The disclosure of Information to the stakeholders.
B) The review of performance of the Non Independent Directors and Board as a whole was done at the meeting of the Independent Directors of the Company.
Criteria and compliance
Constitution of the Board and its committees and review of its performance
Corporate Governance including formulation and implementation of long term strategies, policies and business plans
Laying of Adequate financial controls and effective operation of the same
Developing annual budgets and funding plan consistent with agreed corporate strategies
Developing processes and structures to ensure that capital investment proposals are reviewed thoroughly, that associated risks are identified and appropriate steps taken to manage the risks.
Ensuring significant development in human resources / Industrial relations
Satisfying themselves on the integrity of financial information and that controls and risk management systems are robust and defensible
Ensuring procedures in place to ensure compliance with all relevant legislation and regulation Interest of stake holders
Quality and adequacy of disclosure of information and reports and adherence to time lines Participation of Directors
Plans for order of succession for appointments to the Board and to senior management
C) Criteria for evaluation of the Independent Directors
i. Ability to contribute and monitor corporate governance practices;
ii. Ability to contribute by introducing best practices to address top management issues;
iii. Participation in long term strategic planning;
iv. Commitment to the fulfillment of director obligations and fiduciary responsibilities;
v. Guiding strategy;
vi. Monitoring management performance and development;
vii. Statutory compliance & Corporate Governance;
viii. Attendance and contribution at Board / Committee meetings;
ix. Time spent by each of the member; and
x. Core competencies.
xi. Criteria for evaluation of Independent Directors in terms of Section 149(8) read with Schedule IV (viii) of Companies Act, 2013 and Clause 49 (B) (5) (c) of the Listing Agreement.
xii. Criteria of Nomination and Remuneration Committee
xiii. Criteria for Conduct as laid down by the Board in terms of Clause 49 (II)(E) (3) of the Listing Agreement
3. COMMITTEES OF THE BOARD a. Audit Committee
The terms of reference of the Audit Committee include the matters specified in Clause 49 of the Listing Agreement with the Stock Exchange and in Section 177 of the Companies Act, 2013 as follows:* Oversight of the Company's financial reporting process and the disclosure of its financial information.
* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.
* Reviewing with management the quarterly, half-yearly and annual financial statements before submission to the Board, focussing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgment by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and legal requirements concerning financial statements and (viii) related party transactions ie., transactions of the Company of material nature, with promoters or with the management, their subsidiaries or relatives etc., th at may have potential conflict with the interests of company at large.
* Reviewing with the management, external and internal auditors, the adequacy and compliance of internal control systems.
* Reviewing the adequacy of internal audit functions.
* Discussion with internal auditors any significant findings and follow up thereon.
* Reviewing the findings of 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.
* Discussion with external auditors before the audit commences nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.
* Reviewing the Company's financial and risk management policies.
During the year, the Committee had met four times, as against the minimum requirement of 3 meetings and the Audit Committee meetings were held on 24th May 2014, 01st August 2014, 30th October 2014 and 31st January 2015.
b. Nomination and Remuneration Committee
The said Committee comprises of 3 Independent, Non-Executive Directors namely Shri K N V Ramani, Chairman with Shri G V S Desikan and Shri V Jagadisan as members.
The details of remuneration to Directors for the year is furnished in paragraph 7.
c . Stakeholders Relationship Committee
The said Committee comprises of Shri G P Muniappan, Chairman with Shri G V S Desikan and Shri K N V Ramani as members. The Committee looks into redressal of Shareholders' complaints like transfer of shares, non-receipt of balance sheet, etc.
The Committee oversees the performance of the Registrar and Transfer Agents and recommend measures for overall improvement in the quality of investor services.
During the year, the Stakeholders Relationship Committee met four times and meetings were held on 22.05.2014, 30.07.2014, 28.10.2014 and 29.01.2015.
Shri S Muthuswamy, Director and Company Secretary is the Compliance Officer for complying with the requirements of the Securities and Exchange Board of India and requirements of the Listing Agreement with the Stock Exchange.
The total number of complaints received and replied to the satisfaction of Shareholders during the year under review was 19. Outstanding complaints as on 31st March 2015 were 'Nil'.
d. Corporate Social Responsibility Committee
The said Committee has been constituted during the year comprising of Shri KG Baalakrishnan, and Shri G V S Desikan and Shri A Velusamy as members. The provisions of Section 135(1) of the Companies Act, 2013 were not applicable to the Company for the year 2014-15.
e. Risk Management Committee
The Risk Management Committee comprises of the following persons, namely, Shri B Sriramulu, Chairman, Shri S Muthuswamy and Shri M Balaji.
There are no materially significant related party transactions that would have potential conflict with the interest of the Company at large. Details of related party transactions are given elsewhere in the Annual Report. The Register of Contracts containing the transactions in which the Directors are interested is placed before the Board regularly.
No penalty or strictures have been imposed on the Company by any regulatory authority for non-compliance of any laws.
The Company has complied with the Accounting Standards prescribed by the Institute of Chartered Accountants of India and as referred u/s 133 of the Companies Act, 2013.
6. MEANS OF COMMUNICATION
The Quarterly and Half yearly results are published in local dailies such as "Dinamani" and "The Financial Express" and on the company's website.
8. GENERAL SHAREHOLDER INFORMATION
GENERAL SHAREHOLDER INFORMATION
1. 23rd AGM to be held on : 28.09.2015
at : 3.30 p.m.
venue : Registered Office Premises, Then Thirumalai, Jadayampalayam, Coimbatore 641 302
2. Financial Calendar-Board Meetings
First Quarter - Second week of August 2015
(Tentative) Second Quarter - Second week of November 2015
Third Quarter - Second week of February 2016
Results for the year ending 31st March 2016 last week of May 2016
3. Date of Book Closure : 22.09.2015 to 28.09.2015 (Both days inclusive)
4. Listing of Equity Shares Listed in Bombay Stock Exchange. The Company has paid the listing fees for the year2015 – 2016.
5. Registrar and Share Transfer Agents In accordance with SEBI’s Circular dated 4th January 2003 directing that the workrelated to share registry, in physical & electronic modes, be maintained at a singlepoint, as from 1st April 2003, both the above segments of share registry operations are now being handled by the SEBI Registered R & T Agent M/s Cameo Corporate Services Limited, at ‘Subramanian Building’, No.1 Club House Road, Chennai 600 002
6. Stock Code Bombay Stock Exchange Limited - 500239
7. Demat ISIN No. for NSDL & CDSL INE104A01012
8. Share Transfer System The Company’s shares are traded in the stock exchange compulsorily in demat mode.
Both the physical and demat modes of share transfers are being handled by company’s
Share Transfer Agent M/s Cameo Corporate Services Limited, ‘Subramanian Building’,
No.1 Club House Road, Chennai 600 002
The share transfer committee, which is a Board Committee, approves the transfer of shares.
9. Dematerialization of Shares 92.49% of the total equity shares (23727241 Shares) were held in the dematerialized form as on 31st March 2015. Trading in equity shares of the company is permitted only in dematerialised form w.e.f 26.06.2000, as per the notification of SEBI.
10. i. Details of Public Funding obtained No capital from public was raised during the last three years. in the last three years.
ii. Outstanding GDRS/ADRS/Warrants None or any convertible instrument
11. Plant Location K G DENIM LIMITED, Then Thirumalai, Jadayampalayam, Coimbatore 641 302
12. Address for communication K G DENIM LIMITED, Then Thirumalai, Jadayampalayam, Coimbatore 641 302
13. Website www.kgdenim.com
12. COMPLIANCE WITH NON MANDATORY REQUIREMENT
1. As the Company communicates corporate, financial and product information online on the web site www.kgdenim.com individual _communication of half yearly results is not sent to the shareholders._