REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
The Company firmly believes in and has consistently endeavoured to practice good Corporate Governance. The Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transparency, professionalism and accountability, in all facets of its operations and in all its interactions with its stake holders, including shareholders, employees, the government and lenders. The Company will endeavour to improve on these aspects on an ongoing basis.
2. Board of Directors
The Board comprises of a Managing Director, one Executive Director, one Non Independent Director and four Non-Executive Independent Directors. The company has a woman director. There are four Independent Directors who bring independent judgment in the board's deliberations and decisions.
The Board met six times during the financial year on 23rd May, 2014, 25th June, 2014, 1st August, 2014, 12th November, 2014, 5th February, 2015 and 19th March, 2015 and the gap between the meetings did not exceed four months.
Familiarization Programme for Independent Directors
The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. These include orientation programme as well as other initiatives to update the Directors on a continuing basis.
The familiarisation programme for Independent Directors are disclosed on the Company's website.
Independent Directors' Meeting
Pursuant to the provisions of the Companies Act, 2013 a meeting of independent directors was held on 5th February, 2015, to discuss:
a. Evaluation of the performance of non-independent directors and the Board of Directors as a whole and
b. Evaluation of the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
3. COMMITTEES OF THE BOARD
(a) Audit Committee
This Committee comprises of three non-executive independent directors. The terms of reference of this Committee are as required under Section 177 of the Companies Act, 2013 and under clause 49 of the Listing Agreement by SEBI. Besides having access to all the required information from within the Company, the Committee can obtain external professional advice whenever required. The Committee acts as a link between the Statutory Auditor, Internal Auditors and the Board of Directors of the Company. It is authorised to select and establish accounting policies, review reports of the Statutory and the Internal Auditors and meet with them to discuss their findings, suggestions and other related matters. The Committee is empowered to recommend the appointment and remuneration payable to the Statutory Auditor, Branch Auditors, Internal Auditors and Cost Auditor of the Company.
The Company Secretary acts as the Secretary to the Committee. The Managing Director, Executive Director and Chief Financial Officer, Branch, Internal and the Statutory Auditors of the Company had also attended the meetings. The minutes of the Audit Committee meetings were circulated to the Board, where it was discussed and taken on record. The Audit Committee considered and reviewed the accounts for the year 2014 - 2015, before it was placed in the Board. The constitution of Audit Committee also meets with the requirements under Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement.
Number of Audit Committee Meetings held during the last financial year and the dates on which held:
Number of Audit Committee Meeting held 5
Dates on which held 23rd May, 2014, 25th June, 2014 1st August, 2014, 12th November, 2014 and 5th February, 2015
(b) Nomination and Remuneration Committee
As required under Section 178(1) of the Companies Act 2013, read with Clause 49 of the Listing Agreement, the Board has constituted the Nomination and Remuneration Committee with the following Directors as its Members. The Committee is, inter alia, authorized to identify persons who are qualified to become Directors and who may be appointed in Senior Management, evaluation of Directors performance, formulating criteria for determining qualifications, positive attributes and independence of a director and recommending policy relating to the remuneration for the Directors and Key Managerial Personnel.
Policy for selection and appointment of directors and their remuneration
The Nomination and Remuneration Committee has adopted a Charter which, inter alia deals with the manner of selection of Board of Directors and Managing director and their remuneration. This Policy is accordingly derived from the said Charter.
The Non Executive Directors shall be of high integrity with relevant expertise and experience as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.
In case of appointment of Independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
The Nomination and Remuneration Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
The Nomination and Remuneration Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
i. Qualification, expertise and experience of the Directors in their respective fields.
ii. Personal, Professional or business standing
iii. Diversity of the Board
In case of re-appointment of Non Executive directors, the Board shall take into consideration the performance evaluation of the director and his engagement level.
Managing Director/Executive Director are paid remuneration approved by the Board of Directors on the recommendation of Nomination and Remuneration Committee. The remuneration so approved is subject to the approval by the shareholders at the general meeting and such other authorities as the case may be.
The Non Executive directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board Meetings.
A Non Executive Director shall be entitled to receive sitting fees for each meeting of the Board, Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;
In determining the remuneration of the Senior Management Employees the Nomination and Remuneration Committee shall ensure the relationship of remuneration and performance benchmark is clear.
Remuneration of Directors :
The Company does not pay remuneration to any of its Non-Executive Directors except sitting fees.
No commission was paid to Directors during the year.
(c) Stakeholders Relationship Committee
The Committee deals in matters relating to transfer and transmission of shares, issue of duplicate shares certificates and looks into the shareholders/ Investor complaints, if any, on transfer of shares, non-receipt of dividend, annual report etc., In addition, the Committee looks into other issues including status of dematerialization/re-dematerialization of shares as well as systems and procedures followed to track investor complaints and suggest measures for improvement from time to time. The Compliance Officer for the purpose of the listing agreement is Mr.S.Piramuthu, Company Secretary.
The Minutes of Stakeholders Relationship Committee were placed at the Board Meetings. During the year, no complaint was received from the shareholders.
There are no pending complaints as on 31.3.2015.
During the year under review, the Committee met five times to deliberate on various matters referred above. The constitution of Stakeholders Relationship Committee also meets with the requirements under Section 178 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement.
4. Management Discussion and Analysis Report:
The contents of the Management Discussion and Analysis Report have been included in the Directors’ Report at the appropriate places and thus the said report forms part of the annual report
a. Disclosures on materially significant related party transactions
There are no materially significant related party transactions that would have potential conflict with the interests of the Company at large. Details of related party transactions are given elsewhere in the annual report.
b. Details of non compliance by the Company penalties, strictures imposed on the company by Stock Exchange of SEBI or any Statutory Authorities or any matter relating to capital markets during the last three years
The Company has complied with all the requirements of the listing agreement of the Stock Exchange as well as regulations and guidelines of SEBI. No penalties have been levied or strictures have been passed by SEBI, Stock Exchange or any other statutory authority on matters relating to capital markets in the last three years.
c. Notes on Whistle Blower Policy
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee
d. Details of Compliance with mandatory requirements and adoption of the non mandatory requirements of clause 49
The Company has complied with all the mandatory requirements of corporate governance norms as enumerated in Clause 49 of the listing agreement with the stock exchange.
Disclosure of Accounting Treatment
The Company has followed the Accounting Standards laid down by The Companies (Accounting Standards) Rules, 2006 in the preparation of its financial statements.
The Certification by the CEO and CFO on the financial statements and internal controls relating to financial reporting has been obtained and submitted to the Board.
7. Code of Conduct
The company has in place a Code of Conduct applicable to the Board Members as well as the Senior Management and that the same has been hosted on the Company's website. All the Board Members and the Senior Management Personnel have affirmed compliance with the Code of Conduct, as on 31st March, 2015. The Company's Managing Director's declaration to this effect forms a part of this report.
8. Code of conduct for prevention of insider trading
The company has framed a code of conduct for prevention of insider trading based on SEBI Insider Trading Regulations, 1992. This code is applicable to all directors / officers / designated employees. The code ensures the prevention of dealing in shares by persons having accessed to unpublished price sensitive information.
9. Means of Communication
The quarterly results are published in Business Line (National Daily) and Dina Malar (Regional Newspaper).
As per the requirement of the listing agreement the company has also been filing all the data relating to financial results, shareholding pattern and annual report on the Company's website www.klrf.in
There were no specific presentations made to institutional investors or to analysts during the period ended 31st March 2015.
10. General Shareholder information
A. Annual General Meeting
Time 10.00 A.M.,
Venue 75/8, Benares Cape Road, Gangaikondan-627352
Financial Year :1st April to 31st March
for the quarter ending June 30, 2015 : Second week of August 2015.
for the quarter ending September 30,2015 : Second week of November 2015.
for the quarter ending December 31,2015 : Second week of February 2016.
for the quarter ending March 31, 2016 : End of May 2016.
B. Book Closure:
10.9.2015 to 16.9.2015 (both days inclusive)
C. Dividend payment date :
D. Listing on Stock Exchanges
The Company's Equity Shares are listed at BSE Limited., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.
Annual listing fees for the year 2015-16 were paid to BSE Limited
STOCK MARKET DATA
Type of Security: Equity
Trading group in stock exchange:
BSE Limited - B Group
Scrip ID : KLRF
Scrip Code : 507598
ISIN number allotted for equity shares: INE 014E01015
The copies of the results are forwarded to concerned stock exchanges immediately after they are approved by the board for publication in their website.
Official news releases are made whenever it is considered necessary. There were no specific presentations made to Institutional Investors/ analysts during the year.
E. Share transfer registrar & transfer agent
Shareholders are advised to send all their correspondence, transfer/ transmission of shares directly to Link Intime India Private Limited., Branch Office at "Surya" No.35, May Flower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore-641028.
F. Share Transfer System
The Share Transfers in physical form are registered and returned within 15 days from the date of receipt if the documents are in order. The Stakeholders Relationship Committee who usually meets as and when required approves the share transfers.
G. Reconciliation of share capital audit
A qualified Company Secretary carried out reconciliation of share capital audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd., (CDSL) and the total issued and listed capital. The reconciliation of share capital audit report confirms that the total issued/ paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
H. Plant location
Food Division : Gangaikondan, Tirunelveli District
Wind Farms : Aralvoimozhi Village, Kanyakumari DistrictPazhavoor
Village, Radhapuram Taluk, Tirunelveli District Dhanukkarkulam Village, Radhapuram Taluk, Tirunelveli District, Parameshwarapuram Vilalge, Radhapuram Taluk,Tirunelveli District
Engineering Division: Periyanaickenpalayam, Coimbatore
I. Address for correspondence
Share Transfer and other communications may be addressed to :
Link Intime India Private Limited (Unit. KLRF Limited) , 'Surya', 35, Mayflower Avenue Behind Senthil Nagar, Sowripalayam Road, Coimbatore-641028. Phone : 0422 - 2315791, 2314792 Fax : 0422 - 2314792 E-mail : firstname.lastname@example.org
Investors' complaints may be addressed to :
The Company Secretary, KLRF Limited, 75/8, Benares Cape Road, Gangaikondan - 627352, Tirunelveli District
Phone : 0462 - 2486532, Fax 0462 - 2486132
E-mail : email@example.com website : www.klrf.in
Name of the Compliance Officer : Mr. S.Piramuthu, Company Secretary
By Order of the Board
Director DIN : 00133533
Managing Director DIN : 00011326