CORPORATE GOVERNANCE REPORT
1. Company's Philosophy on Code of Governance
Your Company believes that good corporate governance entails the balancing of corporate actions with the interests of all stakeholders and satisfying the tests of accountability, transparency and fair play.
2. Board of Directors
The strength of your Company's Board is Eight Directors comprising Six Non-Executive Directors, out of whom five are Independent Directors viz., Mr. M. G. Todi, Mr. V. K. Rungta, Mr. Biswajit Choudhuri, Mr. Shiv Kumar Bajaj and Mrs. Anjana Sharma. Mr. A.K.Kajaria, Non-Executive Director is related to Chairman of the Board. Mrs. Anjana Sharma was appointed as additional director in the Board Meeting dated on 27th March, 2015. The two Executive Directors are Mr. Sunil K. Khaitan, Chairman & Managing Director and Mr. Sajjan Dabriwal, Deputy Managing Director.
Five Board Meetings were held during the period from 1st April, 2014 to 31st March, 2015 on the following dates: 29th May, 2014; 13th August, 2014, 14th November, 2014, 13th February, 2015 and 27th March, 2015.
The attendance at Board Meetings and at the Last Annual General Meeting and the number of other Directorships and Committee Memberships/ Chairmanships of Directors is given below:
All Directors have certified that the disqualifications mentioned under section 164, 167 and 169 of the Companies Act, 2013 do not apply to them. Independent directors have confirmed that they have complied with the code of Independent Directors mentioned in schedule IV of the Companies Act, 2013 and that they are not disqualified to act as an independent director in compliance with provisions of Section 149 of the Companies Act, 2013.
Copy of Appointment Letters and Familarization program of Independent Directors has been uploaded on the Website of the Company at www.khaitan.com
3. Disclosure regarding appointment or re-appointment of Directors:
Given below are the abbreviated resumes of the Directors of Khaitan Electricals Ltd. for appointment / reappointment.
Mr. Sunil K. Khaitan (54 Years) is the Chairman and Managing Director of the Company. He is a Post Graduate in MBA having more than 35 Years of experience in the Fan Industry. He is associated with the Company for over three decades after joining the Board of the Company in January, 1979. His other Directorships include Khaitan (India) Limited, Khaitan Lamps Limited, Khaitan Hotels Private Limited, EEPC India and Khaitan Lefin Limited. His Shareholdings in the Company is 269164 nos.
Mrs. Anjana Sharma (40 Years) was appointed Additional Director (Independent Woman Director) w.e.f. 27.03.2015. She is a qualified Company Secretary and Chartered Accountant with over 15 years of professional experience. At present she does not hold any directorship in any other company. Her share holding in the Company is nil.
4. Code of Conduct
The Code of Conduct laid down by Khaitan Electricals Limited is applicable to the Directors and all the employees of the Company. The Code of Conduct is available on the website of the Company www.khaitan.com.
This Code of Conduct emphasizes the Company’s commitment to compliance with the highest standard of legal and ethical behavior. All Directors and Senior Management has adhered with the Code of Conduct of the Company during the year and have signed declaration of compliance to the Code of Conduct.
5. Internal Audit
The Internal Audit Department of the Company conducts Internal Audit on pan India basis.
6. Risk and Audit Committee:
Your Company has an Audit Committee comprising three Non Executive and Independent Directors.
Mr. M.G. Todi, Chairman of the Committee (Independent Director) Mr. V.K. Rungta, Member (Independent Director) , Member Mr. Biswajit Choudhuri (Independent Director), Member
The Audit Committee was renamed as Risk and Audit Committee w.e.f. 13th February, 2015.
Mr. Amit Choraria, Company Secretary, acts as the Secretary of the Committee The terms of reference of the Risk and Audit Committee cover the matters specified under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.
During the period under review, the Risk and Audit Committee held Four Meetings on 29th May, 2014; 13th August, 2014, 14th November, 2014, and 13th February, 2015.
7 (a) Nomination and Remuneration Committee
Directors' Remuneration Committee was formed on 8th May, 2004 and reconstituted on 29th May 2010 and 20th October, 2012 and on 10th November, 2012 and further renamed and reconstituted as Nomination and Remuneration Committee w.e.f. 13th February, 2015, with the following members:
Mr. M.G.Todi (Chairman of the Committee)
Mr. Sunil K. Khaitan, Member ( Upto 13th February, 2015)
Mr. V.K. Rungta, Member
Mr. Shiv Kumar Bajaj, Member
During the period under review, the Committee held Two Meetings on 29th May, 2014 and 13th February, 2015. Mr. Amit Choraria, Company Secretary, acts as Secretary of the Committee.
The Committee has been constituted to recommend/review the appointment and remuneration package of the Chairman & Managing Director / Whole-time Directors / Independent Directors and Key Managerial Personnel (KMP).
Role of The Committee:
Determining and monitoring of the Company's policy and specific remuneration packages including pension rights and any compensation payment for Whole-time Directors and KMPs
8. Independent Directors Meeting:
Independent Directors' meeting was held on 13th February, 2015 and was attended by Mr. V. K. Rungta (Chairman), Mr. M. G. Todi and Mr. Biswajit Choudhuri.
9. Share Transfer and Transmission Committee:
Share Transfer Committee has following members:-
Mr. Sunil .K. Khaitan, Mr. Sajjan Dabriwal, Mr. V.K. Rungta, Mr. Shiv Kumar Bajaj
Mr. Amit Choraria, Company Secretary, acts as Secretary of the Committee.
The Share Transfer Committee met 21 times during the year 2014-15 under review.
All shares received for transfer were registered and dispatched within 15 days of receipt, if the documents were correct and valid in all respects.
The Company received 52 Nos. of Transfers/Transmission applications during the year and the above applications were duly transferred and dispatched subsequently within 15 days of the stipulated period and no transfers are pending as on date. The Company received 259 Nos. of Demat applications during the year and the said Demat applications were duly confirmed within the stipulated period of 30 days and no Demat cases are pending as on date.
10. Shareholders'/Investors' Grievances Committee
Your Company also has a Shareholders'/Investors' Grievance Committee to review the Shareholders and Investors' Grievances.
The Committee met twice on 13th February, 2015 and 27th March, 2015 during the period under review.
The Shareholders' / Investors' Grievance Committee was reconstituted on 13th February, 2015 with the following members:
Mr. V.K.Rungta, Chairman of the Committee
Mr. Sunil Khaitan, Member Mr. Sajjan Dabriwal, Member Mr. Shiv Kumar Bajaj, Member
Mr. Amit Choraria, Company Secretary, acts as the Secretary of the Committee.
Your Company received 14 Nos. of Complaints from Shareholders relating to non receipt of dividend, Bonus Shares and Annual Report. The complaints were duly attended to and there were no complaints pending as on date.
The attendance at the Shareholders'/ Investors' Grievances Committee Meeting during the year 2014-15 is given below:
Special Resolution transacted at the Last Three Annual General Meetings held on
Two Special Resolutions were passed at the 38th Annual General Meeting held on 16th September, 2014
1. Pursuant to the provisions of Section 180(1) (c) and other applicable provisions of the Companies Act, 2013, the consent of the members of the Company was taken to borrow moneys for the purpose of Company's business provided that the moneys to be so borrowed together with moneys already borrowed by the Company do not exceed Rs.1000 Crores over and above the aggregate for the time being of the paid up share capital and free reserves of the company outstanding at any point of time.
2. Pursuant to the provisions of Section 14 the AOA of the Company was amended by:
(i) Deleting the existing Article 75 and substituting the following new Article 75 in place thereof.
Until otherwise determined by a General Meeting and subject to Section 149 of the Companies Act, 2013, the number of Directors shall not be less than three not more than fifteen.
(ii) Adding the para at the end of existing Article 91.
The Chairman is permitted to hold the position of both the Chairman as well as Managing Director/CEO/equivalent position thereof in the Company as per the recommendations of the Board of Directors of the Company.
(iii) Deleting the existing Article 92 and substituting the following new Article 92 in place there of.
Subject to Section 174 of the Act, quorum for a meeting of the Board shall be one-third of its total strength (excluding Directors, if any, whose places may be vacant at the time and any fraction contained in that one-third being rounded off as one), or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum. Provided that where at any time the number of interested directors exceeds or is equal to two-thirds of the total strength, the number of the remaining Directors that is to say, the number of Directors who are not interested, present at the Meeting being not less than two, shall be the quorum during such time.
• 16TH SEPTEMBER, 2013 Two Special Resolutions was passed at the 37th Annual General Meeting held on 16th September, 2013 for Reappointment of Mr. Sunil K Khaitan, Chairman & Managing Director rom 01.11.2013 to 31.10.2016 and Reappointment of Mr. Sajjan Dabriwal, Dy. Managing Director from 20th September, 2013 to 19th September, 2016.
• 15TH SEPTEMBER, 2012 No Special Resolution was passed at the 36th Annual General Meeting held on 15th September, 2012. All Resolutions as set out in respective notices were duly passed by the shareholders.
12. Postal Ballot
No resolution requiring postal ballot has been placed for shareholders approval at the ensuing Annual General Meeting.
There were no transactions of material nature between the Company and its directors or Management and their relatives or promoters that may have a potential conflict with the interest of the Company. The Register of Contracts, containing transactions in which directors are interested is placed before the Board regularly.
There have been no instances of noncompliance by the Company on any matters related to capital markets and hence the question of penalties or strictures being imposed on the Company by the Stock Exchange or SEBI or Statutory authority does not arise.
14. Means of communications:
The annual, half-yearly and quarterly results are regularly submitted to Stock Exchanges in accordance with the Listing Agreement and normally published in the Business Standard and Andhra Prabha During the year the Company has not made any presentation to institutional investors or analysts. The Management Discussion and Analysis Report form a part of irectors’ Report.
15. General Shareholders’ Information:
a. Annual General Meeting:
Date and time: 16th September 2015 at 10.30 A.M.
The Federation of Telangana and A.P. Chamber of Commerce & Industry (FTAPCCI) Premises – Surana Udyog Hall Federation House, FAPCCI Marg, 11-6-841, Red Hills Hyderabad- 500 004
b. Financial calendar (tentative)
- 1st quarter: 2nd week of August, 2015
- 2nd quarter/half-yearly: 2nd week of November, 2015
- 3rd quarter: 2nd week of February, 2016
- Audited results: 4th week of May, 2016
c. Dates of book closure: 9th September, 2015 to 16th September, 2015
d. Stock exchange where listed and stock code
1. The BSE Limited, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 (Stock Code: 504269)
2. National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 (Stock code: KHAITANELE EQ)
Note: Delisting application still pending with CSE from December, 2004.
The listing fee for the year 2014-15 has been paid to BSE and NSE.
e. ISIN allotted to Equity Shares : INE 761A01019
h. Depository Registrar and Share Transfer Agents : M/s. CIL Securities Ltd., 214 Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad – 500 001 Phone nos. 040-23202465/23203155 • Fax no. 040-23203028, 040-66661267 Email: email@example.com, firstname.lastname@example.org
k. Plant Location
Plot No.129, S.V. Co-op.Industrial Estate, IDA, Bollaram, 502 320 Medak Dist. (A P.) Plot No.14, Sector 6 Faridabad – 121 006 (Haryana)
l. Address for correspondence
Shareholders’ correspondence should be addressed to the Company’s Share Transfer Agents at the address given in
In case of any difficulty, Shareholders may contact Mr. Amit Choraria, Company Secretary / Mr. A.V.S.G.Krishna Murthy, Senior Officer, Secretarial at the Company’s Secretarial Department at A-13, Co-operative Industrial Estate, Balanagar, Hyderabad – 500 037, Telephone Nos : 23770640/01/02/03 or by email at email@example.com / firstname.lastname@example.org or by fax :08458-279469
m. CEO and CFO Certification
The Chairman and Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board of Directors in terms of Clause 49 of the Listing Agreement.
n. CEO Declaration on Code of Conduct
Reproduced is the text of the declaration made by the Chairman and Managing Director confirming compliance of Code of Conduct by all Directors and Senior Management Personnel:
“This is to confirm that the Company has adopted a code of conduct for its employees and all Board Members. This code is available on the Company’s website.”
I confirm that the Company has in respect of the financial year ended March 31, 2015 received from the Senior Management Personnel and the Board Members, a declaration of compliance with the Code of Conduct.”
Sunil K. Khaitan
Chairman & Managing Director
Place : Kolkata
Date 29th May, 2015