REPORT ON CORPORATE GOVERNANCE
Company’s Philosophy on Corporate Governance :
The Company follows the philosophy of Corporate Governance to create an organisation culture that ensures fairness, transparency, integrity and openness. The aim is to achieve desired goals with accountability and create a system that brings stability, growth, increased employee and customer satisfaction and increased shareholder value.
The Board of Directors appreciates the spirit behind Corporate Governance Code which will bring transparency in disclosure and communication. By initiating steps to improve Corporate Governance we can expect the resultant benefits to shareholders, employees and other stakeholders.
Board of Directors – Composition :
The present Board comprises of 6 Directors as on 31st March 2015. The Board has a combination of 1 Managing Director and 5 Non Executive Directors out of which 2 are Independent Directors. The Board of Directors of your Company is led by an Independent Non-Executive Chairman Mr. Sadashiv V Shet. The composition of the Board of Directors is in conformity with clause 49 of the Listing Agreement with the Stock Exchange. The name and category of each Director is given below
Code of conduct :
The Board has laid down a Code of Conduct ("Code"), for all the Board Members and for Senior Level Executives and Employees of the Company. The Code has been posted on the Company's website. All the Board Members and Senior Level Management have affirmed compliance to this code.
The Code of Conduct for the Board Members of the Company has been amended in line with the provisions of the Companies Act, 2013, which includes Code for Independent Directors, which is a guide to professional conduct for Independent Directors of the Company pursuant to section 149 (8) and Schedule IV of the Companies Act, 2013.
A declaration signed by the Managing Director to this effect forms part of this report.
As required under Part IX of the Clause 49 of the Listing Agreement with the Stock Exchange, the Managing Director and Chief Finance Officer of the Company have certified to the Board regarding the Financial Statements, cash flow and other matters related to internal control for financial reporting in the prescribed format for the year ended 31st March 2015. This Certificate is annexed to the Annual Report.- Annexure VI.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.
The Chairman circulated amongst and before the Board for their kind perusal, Performance Evaluation Report prepared after taking into account Questionnaire prepared mainly for evaluating performance.
(a) The performance evaluation of the Non- Independent Directors and the Board as a whole was carried out by the Independent Director.
(b) The performance evaluation of the Chairman of the Company was carried out by the Independent Directors taking into account the views of the Executive Director and Non- Executive Directors.
(I) Performance of Independent Director were evaluated by Executive Director, Non Executive Director .
Remuneration Policy :
Non Executive Directors : Presently no commission or any other remuneration except the sitting fees are paid to the Non-Executive Directors. Sitting fees are paid for attending the Board Meetings, Audit Committee Meetings and Nomination and Remuneration Committee Meetings. No sitting fees are paid for Share Transfer Committee Meetings.
The Company did not have any pecuniary relationship or transactions with any of the Non-Executive Directors.
Managing Director : As approved by the Shareholders, the Company has paid remuneration to Managing Director by way of salary. No commission or incentive is paid or payable to the Managing Director. No sitting fees for attending Board Meetings or any other Committee Meetings of the Company are paid to Managing Director.
The Board approves the appointment and the terms and conditions of appointment and remuneration of Managing Director on the basis of recommendations of the Remuneration Committee. The terms and conditions and remuneration payable to the present Managing Director are within the ceilings prescribed as per the Schedule V of the Companies Act, 2013.
Remuneration paid to the Directors :
During the Financial year ended 31st March 2015 the sitting fees paid to Non-Executive Directors are as follows The composition of the Audit Committee is in conformity with clause 49(III)(A) of the Listing Agreement. Mr.Sadashiv V. Shet, Chairman of the Committee is a member of the Institute of Company Secretaries of India. The Committee deals with all matters indicated in Clause 49(III-D) of the Listing Agreement. In all, four Meetings of the Audit Committee were held during the year and the attendance at the Meeting was as follows :
Independent Directors Meeting :
During the financial year 2014-15, one meeting of Independent Directors was held on 03.03.2015.
Share Transfer Committee & Share Transfer System :
The Share Transfer Committee consists of two Directors of the Company. The Share Transfer Committee meets regularly. The Registrars and Share Transfer Agents process the physical Share Transfers and any defects while processing the Share Transfer Deeds are immediately intimated by objection letters by the Registrars and Share Transfer Agents to the concerned
Transferor / Transferee.
In all 11 Meetings of Share Transfer Committee were held during the year.
SUBSIDIARY/ ASSOCIATIONS/ JOINT VENTURES
The Company has no Subsidiary, Association or Joint Venture.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism to the employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Company code of conduct. The policy provides for adequate safeguard against victimization of employees and also provides for direct access to Chairman of the Audit Committee. The Audit Committee and the Board of Directors have approved the Whistle Blower Policy and the details of this policy are available on the website of the Company (http://www.korefoods.in/sites/default/file /docs/VIGIL%20MECHANISM%20POLICY.pdf). The provisions of the policy are in accordance with the provisions of Section 179 of the Act and Amended Clause 49 of the Listing Agreement.
RELATED PARTY TRANSACTIONS
Transaction entered into with Related Parties during the financial year were in ordinary course of business and at arms length basis. Details of related party transactions are prescribed in Note no.12 to Annual Accounts in the Annual Report.
The materially significant Related Party transaction entered into during the year as disclosed in the Annual Account did not have potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and also the Board for approval. The Company has developed a Related Party Transactions Policy, for purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. Particulars required of contracts / arrangement with related parties in Form AOC-2 is annexed and forms part of the report - Annexure -VII.
GENERAL SHAREHOLDER INFORMATION
32nd Annual General Meeting –
Date, 23rd September
Time and Venue :11.00 A.M. Vision House, nesday 2015 Tivim Industrial Estate, Mapusa, Goa - 403526
There are Special Resolutions for approval of the members at the 32nd Annual General Meeting .
Financial Calendar :
Financial Year : 1st April to 31st March (
Financial reporting for 2015-16 (tentative)
Unaudited Results : 1st Quarter April - June, 2015) - By 14th August, 2015
Unaudited Results : 2nd Quarter - (July - September, 2015) By 15th November, 2015
Unaudited Results : 3rd Quarter - (October - December, 2015) 15th February, 2016
Accounts Approval / : By 31st May, 2016 Audited Results
LISTING WITH STOCK EXCHANGES:
The Company’s Equity Shares are listed on the
Bombay Stock Exchange
The Bombay Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001
Stock Code : 500458
ISIN No. of Equity Shares : INE601A01017
The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company’s Shares are listed.
Dates of Book Closure (Both days inclusive) &
Dividend payment date
Book Closure : From 17th to 23rd Sept- ember 2015 both days inclusive
Dividend Payment : Not Applicable
Means of Communication :
The Unaudited quarterly results of the Company are taken on Record by the Directors and are communicated to the Bombay Stock Exchange where the Shares of the Company are listed. The Unaudited quarterly results are published as per Clause 41 of the Listing Agreement in
1. Pudhari / Sunaparant (Goa) (Konkani)
2. Times of India (English) which are Local and National dailies respectively.
The Company's results and official news releases are displayed on the Company's website http:// www.korefoods.in
DEMATERIALISATION OF SHARES:
77.12% of the company’s paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 22.88 % is in physical form. The Company’s ordinary shares are not regularly traded on the Bombay Stock Exchange.
Address for Correspondence
Shareholders may correspond with the Registrar and
Transfer Agent at:
Datamatics Financial Services Ltd. Plot No. B-5, Part B Cross Lane, MIDC, Andheri (East), Mumbai 400 093.for all matters relating to transfer/ dematerialisation of shares, payment of dividend and any other query related to Equity Shares of your Company.
Shareholders would have to correspond with the respective Depository Participant for shares held in dematerialised form for transfer/ transmission of Shares, change of address, change in Bank details, etc. For all investor related matters you can also write to us at firstname.lastname@example.org Your Company can also be visited at its website http://www.korefoods.in