CORPORATE GOVERNANCE REPORT
As per the Clause 49 of the Listing Agreement of the stock Exchanges, here is the Corporate Governance Report for the year under review:
1. Corporate Governance Philosophy:
The Company's philosophy on Corporate Governance is driven by the desire towards attainment of the highest level of transparency, accountability and equity, I in all its interactions with its stakeholders, including shareholders, employees, the government and the society. The Company policies are drawn keeping in mind the interest of all its stakeholders and with an ultimate objective of creation of wealth for its stakeholder. In our commitment to practice sound governance principles, we are guided by the following core principles:
a. Transparency - To maintain the highest standards of transparency in all aspects and dealing.
b. Disclosures - To ensure timely dissemination of all price sensitive information and masters of interest to our stakeholders.
c. Empowerment and Accountability - To ensure the good level of accountability and to ensure that employees consistently pursue excellent in everything they do.
d. Ethical Conducts - To conduct the affairs of the company in ethical manner.
e. Stakeholders' Interest - To promote the interest of all stakeholders including of customers, shareholders, employees vendors and the community.
The company emphasizes on effective and efficient accounting system, internal control mechanism and planning process. The practices adopted by the company emphasizes that all the resources are utilized optimally and effectively so that the co. grows from strength to strength and create wealth.
2. Board of Directors:
The current strength of the Board of Directors of the company is four. None of the Directors on the Board are member in more than ten committees and they do not act as Chairman of more than five committees across all companies in which they are director.
3. Directors' Interest in the Company:
For the sake of transparency Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are directors and particulars of contracts, if any, entered with companies in which directors are directly or indirectly concerned or interested in the Register of contracts.
4. Audit Committee:
Terms of reference of Audit committee are as per Sec 292A of the companies Act, 1956 and the guidelines set out in the Listing Agreements with the stock Exchanges that inter-alia, includes overseeing financial reporting process, reviewing periodic financial results, financial statements and adequacy of internal control system with the Management and discussions with auditors about the scope of audit including the observation of auditors. The committee also review all the matters and information required to be reviewed, discussed or investigation as per the provision of Corporate Governance clause.
5. Shareholders/ Investor' Grievance Committee:
This committee to be constituted to oversees the redressal of complaints of the shareholders and investors in relation to transfer of shares, non-receipt of annual report, shares pending for dematerialization, etc. and also approves split/ consolidation of shares, issue of duplicate share certificate etc.
i) The company is in the process of revoking the suspension of its shares from stock exchange.
ii) The company has complied to its best with all the mandatory requirements prescribed under Clause 49 of the Listing Agreement, Regarding non-mandatory requirements:
- Remuneration committee has been constituted to approve remuneration of Executive Directors.
- The Board Members are having adequate experience and expertise to deal with business matters.
7. Means of Communication:
i) Quarterly results are dispatched to the Stock Exchanges. The Annual Reports are posted to every shareholder of the company.
ii) Management Discussion and Analysis forms a part of this Annual Report, Which is also being posted to all the shareholders of the company.
iii) The company's website at www.kmflimited.com is regularly updated.
8. General Shareholder Information:
i) Annual General Meeting
Date & Time: Please refer to Notice of the Annual General Meeting being sent along with Annual Report.
Venue: Regd. Office
ii) The company has furnished information required by Clause 49 (iv) of the Listing Agreement, relating to appointment and re-appointment of Directors.
9. Date of Book Closure:
Please refer to Notice of the Annual General Meeting being sent along with the Annual Report.
10. Listing of Equity shares on stock Exchanges:
The company's Shares are listed on Delhi, Mumbai, Ahmadabad, Madras and National Stock Exchanges and the application for the revocation of suspension of trading was pending on the BSE & NSE
11. Share Transfer Agent:
The Company has engaged the services of M/s Skyline Financial Services Pvt. Ltd., D-153A, 1st Floor, Okhla Industrial Area, Phase-1, New Delhi-110020., a SEBI registered Registrar, as their Share Transfer Agents, for processing the transfers, sub-division, consolidation, splitting of securities etc. For the request for demat or remat should be sent through DP to our Share Transfer Agents at their address mentioned above.
12. Management Responsibility Statement:
The Management confirms that the financial statements are in full conformity with requirements of the Companies Act, 1956 and the generally accepted Accounting Principles in India. The Management accepts the responsibilities for the integrity and the objectivity of these financial statements as well as for estimates and judgments relating to matters not concluded by the period end.