REPORT ON CORPORATE GOVERNANCE
1.company philosophy on code of governance
The company philosophy on corporate governance envisages the attainment of high level of transparency and accountability in the functioning of the company and the conduct of its business internally and externally including the inter action with employee shareholder creditors consumers institutional and other lenders and place due emphasis on regulatory compliance
2.boarf of directors
Composition meetings and attendance
The present strength of the board of directors is seven out of the seven directors four directors are non executive and independent shri shailesh khaitan an executive promoter directors is the chairman &managing directors of the company shri jagdish lal jajoo shri utsav khaitan executive directors are the whole time directors of the company the composition of the board of directors meets the stipulated requirement.
Additional whole time directors
At the meeting of the board of directors held on 14.11.2014 the board had appointed shri jagdish lal jajoo as a whole time directors of the company
Brief profile of shri jagdish lal jajoo
Shri jagdish lal jajoo chartered accountant was earlier associated with this company since beginning to 1995 as vice president president &executive directors and from 22.02.19 to 31.10.2011he had held the position as an position as an independent directors and thereafter remain on the board as whole the directors till 01.09.2014.
The non executive independent directors fulfill the conditions of independence specified in section 149 of the companies act 2013 and rules made there under and meet with the requirement of clause 49 of the lasting agreement
During the financial year ended on march 31,2015four board meeting were held on may 20,2014 august 7,2014 November 14,2014 and February 14,2015.
The company last annual general meeting was held on august 7,2014.
a. audit committee
the present strength of the audit committee is three shri balmukund dakhera is thechirman of the audit committee of the company all the members of the audit committee are independent and non executive directors the terms of reference and the role of audit committee is to overview the accounting system financial reporting disclosures of financial reporting internal control system and risk management system of the company the powers and role of the audit committee are set out in the clause 49 of t he listing agreement and section 177 of the companies act 2013.
Nomination &remuneration committee
Thepresent strength of thenomination &remuneration committee is three. All three are non exevutive directors as members viz shri balnukund dkhrta dr.prakash goyal shri vijay gupta shri balmukund dakhera is the chairman of the committee shri kamlesh joshi company secretary of the company also acts as the secretary to the committee.
The term of reference of nomination &remuneration committee include deciding the company include deciding the company policies on specific remuneration packages for all the directors and designing and implementation of performance appraisal systems and discretionary performance bonus payments for them and such other functions as may be delegated to it by the board of directors
One meeting was held during the financial year 2014-15 on 20.05.2014 shri balmukund dakhera dr prakash goyal shri vijay gupta and shri r.s.vijayavargiya president &secretary were presenting the meeting
Nomination &remuneration policy
This nomination and remuneration policy is being formulated in compliance with section 178 of the companies act 2013 read along with the applicable rules thereto and clause 49 of the listing agreement as amended from time to time . this policy on nomination and remuneration of directors key managerial personnel and senior management has been formulated by the nomination and remuneration committee and has been approved by the board of directors
Remuneration means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the income tax act 1961.
Key managerial personnel means
Manageing directors or chief executive officer or manager and in their absence a whole time directors
Chief financial officer
Company secretary and
Such other officer as may be prescribed
Senior managerial personnel mean the personnel of the company sho are members of ifs core management team excluding board of the directors normally this would comprise all members of management including all functional heads and factory heads
The objective of the policy is to guide the board in relation to appointment re appointment and removal of directors key managerial personnel and senior management to evaluate the performance of the directors remuneration payable to the directors key managerial personnel and senior management so to retain motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage and to guide succession plan for the board and to regularly review the plan.
Role of the committee
Considering the size of the company the role of the nrc will be the following to identify persons who are qualified to become directors and who may be appointed in denior management in accordance with the criteria laid down in this policy
To carry ort evaluation of directors performance
To evaluate recommend to the board the appointment reappointment and removal of directors based on diversity composition etc and senior management including their remuneration while keeping in mind that any such process does not distort functional hierarchy
Overseeing succession planning for replacing key executives
To carry out any other function as is mandated by the board from time to time and or end forced by any statutory notification amendment or modification as may be applicable .
To perform such other function as may be necessary or appropriate for the performance of its duties
1.all the recommendation should adhere to applicable statutory provision
2. the committee should give uncompromising high weight age to moral social financial integrity of any existing proposed directors employee
3.the committee shall decide its own way of working to interface the organization
4.the committee shall communicate all its decisions recommendations by way of minutes of nomination and remuneration committee which shall be considered by the board of directors for implementation or otherwise as consider necessary.
C .stakeholder relationship committee
The board has constiture a stakeholder relationship committee consisting of three member chaird by dr prakasj goyal an independent non executive directors . the committee mees at regular intervals to approve inter alia transfer transmission of shares issur of duplicate share certificate non receipt of declared dividend etc and to review the status of investors griencances and redressal mechanism and recommends measures to improve the level of investors services details of shares transfer transmission approved by the committee are place at the board meeting from time to time .
Corporate social responsibility committee
The board has constituted a corporate social responsibility committee consisting of five members chaired by shri jagsish lal jajoo whole time directors . the terms of reference of the CSR committee broadly comprises to review the existing CSR policy and to make it more comprehensive so as to indicate the activities to be undertaken by the company as specified in schedule viii of the companies act 2013 and to provide guidance on various CST activities to be undertaken by the company and to monitor ifs progress .
4.independent directors meeting
During the year under review the independent directors on February 14,2015 inter alia to discuss
Evaluation of the performance of non independent directors and the board of directors as a whole
Evaluation of performance of the chairman of the company taking in to account the views of the executive and non executive directors .
Evaluation of quality content and timelines of flow information between the management and the board that is necessary for the board to effectively and reasonable perform its duties .
All the independent directors were present at the meeting
5.related party transaction
All transaction entered into with related parties as defines under the companies act 2013 and clause 49 of the listing agreement during the financial year were in the ordinary course of business and on an arms length pricing bias and do not attract the provision of section 188 of the companies act 2013. There were no materially significant transaction with related parties during the financial year which were in conflict with the interest of the company suitable disclosure as required by the accounting standards as 18 has been made in the notes to the financial statements
The board has approved a policy for related party transaction which has uploaded the same on company website web link http://khaltanchemfart.com/related party -transaction-policy/
6.vigil mechanism/ whistle blower policy
The company believers in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism honesty integrity and ethical behavior towards this end the company has framed a whistleblower policy. The detail whisleblower policy has been uploaded on the company website web link http://khaltanchemfart.com/related party -transaction-policy/
7.name and designation of compliance officer
Shri kamlesh joshi company secretary khaitan chemicals &fertilizers lts,l24219mp1982pl004937,Apollo arcade,3rd floor ,1/2 old palsies indore-452018.tel.no.0731-2560956,2565655,4237926 fax .no.0731-2562572,emaik –firstname.lastname@example.org
8.detail of shareholders complaint received not solved and perning share transfers
135nos of complaints received and replied to the satisfaction of the SEBI and shareholder etc during the year ended march 31,2015 outstanding complaints as on march 31,2015 were nil the number of pending share transfers was nil and pending requests for dematerialization was for CDSL&NSDL nil as on march 31,2015 these have been since approved dematerialized .
A .there are no materially significant transaction with its promoters the directors or the senior management personnel their subsidiaries or relatives etc that may have potential conflict with the interests of the company the disclosure in respect of related party transaction is provided in the notes on account all contracts with the related partirs entered into during the year are normal course of business and have no potential conflict with the interest of the company at large and are carried on arms length basis at fir market value.
b.the board of directors has adopted the code of conduct for directors and senior management personnel of the company and the same has been placed on the company website www.khaitanchemfert.com
c. during the last 3 year no penalties or strictures have been imposed on the company by stock exchange or sebi or any other statutory authorities on any matters related to capital markets.
d.the company has in place mechinsm to inform board member about the risk management and minimization procedures and periodical reviews to ensure that risk is controlles by the executive management .a details note on risk management is given in the financial review section of the management discussion and analysis report elsewhere in this report.
Means of communication
1.the main channel of communication to the shareholders is through annual report which include inter alia directors report the auditors report report on corporate governance audited financial statement ans other important information the management discussion and analysis report forms part of the annual report
2.the website of the company www.khaitanchemfert.com acts as the primary source of information regarding the operation of the company half yearly financial results and other media releases are being displayed on the company website
3.quaterly half yearly annual results approved by the board of directors and submitted to the stock exchange in terms of therequirement of clause 41 of the listing agreement and are published in the following news papers namely free press English and chautha sansar hindi
The certificate regarding compliance of conditions of clause 49 of the listing agreement form the auditors of the company is annexed hereto
Annual general meeting
Date : 5th day of august 2015
Time : 1.00p.m
Venue: x.b.road village nimrani,tensil kasrawas, dist.khargone -451569 (m.p)
Financial reporting for the quarter ending june 30,2015 : on or before august 14,2015
Financial reporting for the half year ending September 30,2015: on or November 14,2015
Financial reporting for the quarter ending December 31,2015: on or before February 14,2016
Financial reporting for the year ending march 31,2016: on or before may 30.2016
Date of book closure
28th day of july,2015 to 5th day of august 2015 both day inclusive for annual general meeting payment of dividend
Listing on stock exchange
The shares of the company is listed on the Bombay stock exchange lts bse Mumbai
Stock code : 507794
Dematerialization of shares and liquidity
Trading in khaitan chemicals &deritililzers limited shares is permitted only in dematerialized form with effect from 26th march 2001 as per notification issued by the securities and exchange board of india
At present the company share are fully available for trading in the depository systems of both nsdl and cdsl as on 31st march 2015 9,38,27,062 equity shares of the company which amount to 96.74%of the equity capital exist under the electronic form those shareholder who have still not got their shares dematerialized are advised to do so as soon possible in view of many advantages that exists therein
The equity shares of the company are actively traded on BSE
International security identification no ISIN NSDL AND CDSL INE 745b01028
Plant location : the company has the following manufacturing and operating division .
Fartilizar &chemicals division
1.A.B.ROAD VILLAGE NIMRANI TEHSIL KASRAWAD DIST KHARGONA M.O-451569
2.VILLAGE GORAMACHIA JHANSI KANPUR ROAD JHANSI U.P)-248001
3.VILLAGE SHINVA TEHSIL NIMBAHERA DIS CHITTORGARH-312601-RAJASTHAN
4.A-1UPSIDC INDUSTIAL AREA MALWAN DIST FATEHPUR-212664UP
5.VILLAGE FARHAD SOMNI DIST RAJNANDGAON -491443CHHATTISGARH
6.42/7,GIDC INDUSTIAL ESTATE DAHEJ VAGRA DIST.BHARUCH -392130GUJ
SOYA DIVISION (KHAITAN AGRO)
Industial AREA DOSIGAON,RATLAM (M.P)-457001COMPANY REGISTRATION NUMBER WITH ROC MINISTRY OF Corporate Affairs
For any assistance regarding dematerialization of shares share transfers transmission change of address,nonreceipt of dividend or any query relating to the shares of the company please write to
KHAITAN CHEMICAL & FERTILIZERLTD APOLLO ARCADE 3RD FLOOR ,1/2 OLD PALASIA,INDORE-452018 (M.P) TEL 0731-4237926 FAX 0731-2562572 EMAIL KHAITANCHEMFERT@GMAIL.COM
Registrar &share transfer agent
M/S ANKIT CONSULTANCY PVT LTD,60,ELECTRONIC COMPLEX PARADESHIKPURA INDORE M.P.452010 E-MAIL ANKIT -4321@YAHOO.COM