CORPORATE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The company believes that it is imperative and non-negotiable for a company to adopt transparent accounting policies, appropriate disclosure norms, best-in-class board practices and consistently high standards of corporate conduct towards its stakeholders. To that effect, the company has adopted practices mandated in clause 49 of the listing agreement and has established procedures and system to be fully compliant with it.
COMMITTES OF THE BOARD
A. AUDIT COMMITTEE
The Company has an independent Audit Committee constituted in terms of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. The Committee exercises powers and discharges function as stipulated in the said Clause 49 and Section 292A.
I. Terms of Reference
The terms of reference of the Audit Committee covers the matter specified for the Audit Committee under the Clause 49 of the Listing Agreement with the Stock Exchanges, Section 292A of the Companies Act, 1956 as well as those which are assigned and devolved on the Committee time to time by the Board of Directors.
All the members of the committee have financial knowledge. The unaudited quarterly results, annual audit plans, compliance with accounting standards, audit observations on the annual accounts and other related matters are discussed by the Audit Committee. The significant observations of the Internal Audit Department and the follow up actions on matters raised are also reviewed by the Committee.
3. Meetings & Attendance
B. REMUNERATION COMMITTEE
1. Terms of Reference
The committee, subject to the overall limits approved by the members and applicable provisions of the Companies Act and the Listing Agreements determines the remuneration payable to the executive and whole time directors.
2. Composition, meeting and attendance
The Remuneration committee of the company constitutes of Shri Hari Kishan Agarwal, Shri Manabendranath Sahoo, and Shri Vijay Kumar PK.
3. Remuneration Policy
The company follows the policy to fix remuneration of Managing / Whole time Directors by taking into account the financial position of the company, trend in the industry, qualification, experience, past performance and past remuneration to the respective directors in a manner to strike a balance between the interest of the company and its shareholders.
4. Remuneration to Directors
Shri Hari Kishan Agarwal was paid remuneration by the company during the year under review which is well within the overall limits of the Companies Act & Listing Agreement.
C. INVESTORS/SHARE HOLDERS GRIEVANCE COMMITTEE
1.Terms of Reference
The committee oversees redressal of share holders and investors grievances and on issues like share transfer, non-receipt of annual report/ declared dividends, among others.
2. Composition, meeting and attendance
The committee met Seven times during the year on 11.04.2011 , 09.05.2011, 01.07.2011, 17.09.2011 02.11.2011, 17.01.2012 and 31.03.2012
During the year under review, seven grievances have been received from the shareholders and the same were duly resolved and none were pending during the year.
No Shares were pending for transfer as on 31st March, 2012.
D. SHARE TRANSFER COMMITTEE
The Board has constituted a Share Transfer Committee which meets as and when required to approve the transfer & transmission of shares, issue of duplicate share certificates, consolidation or subdivision of shares etc.
The Committee consists of Shri Hari Kishan Agarwal and Smt. Shweta Kishan Agarwal.
The Committee complies with requirements of the Listing Agreements and those of Depositories with respect to matters referred herein above.
Shri H. K. Agarwal, Managing Director Krishna Ferro Products Ltd
At / Po : Rajgangpur - 770 017 Dist. : Sundargarh (Odisha) Email : firstname.lastname@example.org
CODE OF CONDUCT
A code of conduct has been laid down for all the board members and senior Management of the company who have affirmed compliance with the same. A declaration signed by the Managing Director to this effect is enclosed at the end of this report.
a) Related Party Disclosure
Related Party transactions i.e. transactions of the company of material nature, with its Promoters, the Directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the company, have been reflected in Notes to the Annual Accounts.
b) Non-Compliance Penalties
There have been no instances of non-compliances by the company on any matter. The Company has complied with various rules and regulations prescribed by the Stock Exchanges, Security Exchange Board of India or any other Statutory Authority related to the capital markets during last three years. No penalty or strictures have been imposed by them on the Company.
The application for delisting is pending at Calcutta Stock Exchange. The steps for delisting have been taken by the Board of Directors to as there was no trading in the shares of the company at these exchanges and was creating a burden over the company of various compliances from time to time and payment of fee. Moreover, the Bombay Stock Exchange provides sufficient access to trade in the shares of the Company throughout the country.
c) Non-mandatory requirements
1. The details about the board of the company are forming part of this report.
2. The Board has a remuneration Committee whose terms of reference, composition and other relevant particulars have been mentioned in this report.
3. The company does not have any communication to its shareholders covering financial performance or summary of the significant events on half yearly basis. Instead, the company publishes the quarterly financial results in newspapers with wide circulation and is displayed on the website of the company. Further, significant events are informed to the stock exchanges from time to time.
4. Observations of the Auditors in their report to the members have been appropriately addressed in the Director's Report and notes to accounts.
5. The Company has prescribed a Code of Conduct for the Board members and senior management personnel's.
6. The members of the Board, being experienced persons in their respective areas of functioning are aware of their responsibilities and the best way to discharge them and as such no training is required.
MEANS OF COMMUNICATION
The quarterly unaudited financial results of the Company are furnished to the Stock Exchanges where the Company's Shares are listed and are published in "The Statesman/Business Standard" (English newspaper) & "Utkal Samachar" (Oriya Newspaper). The unaudited quarterly results and the Annual Audited results of the Company are also available on the Company's website www.krishnaferro.co.in .
GENERAL SHAREHOLDER'S INFORMATION
a) 29th Annual General Meeting of the Company
Date :29th September, 2012
Time: 11 A.M.
Venue: Registered Office:-Mandiakudar, P.O. Chungimati - 770 034 Dist. Sundargarh (Odisha)
b) Financial Year 1st April, 2011 to 31st March, 2012
1st Quarter results :On or before 45th day of the end of quarter
2nd Quarter results : On or before 45th day of the end of quarter
3rd Quarter results :On or before 45th day of the end of quarter
4th Quarter results :On or before 45th day of the end of quarter
c) Book Closure period:
22th September to 29th September, 2012 (both days inclusive)
d) Stock Exchanges Listing & Scrip Codes
The Bombay Stock Exchange, Mumbai : 513627
The Calcutta Stock Exchange, Kolkata :021031
The requisite Listing fees for the financial year 2012-13 of Bombay Stock Exchanges has been paid by the Company. The Company has applied for delisting of its shares from Calcutta Stock Exchange in February, 2011, which is still pending at the Exchange.
e) Registrar and Share Transfer Agents
MCS Limited, 77/2A, Hazra Road, Kolkata - 700 029 Email: email@example.com
f) Share Transfer System and Dematerialisation
The share transfer is processed and the share certificates are returned to the shareholder's within a maximum period from the date of receipt as per the statutory time limits, subject to the documents being valid, complete and proper in all respect. The Shares of the Company are compulsorily traded in DEMAT form in the Stock Exchanges where they are listed. The Shares are available for dematerialisation on both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depositories Services (India) Limited (CDSL). The ISIN allotted to the Company's scrip is INE218LO1017.
g) Plant Location
Village - Mandiakudar, Post - Chungimati, Dist. Sundargarh (Odisha) Pin code: 770 034
h) Investor Service Cell
Mandiakudar, P.O. Chungimati - 770 034, Dist. Sundargarh (Odisha)