CORPORATE GOVERNANCE REPORT
The Directors present the Company's Report on Corporate Governance for the Year ended 31st March, 2015:
1. CORPORATE GOVERNANCE
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The philosophy of Krishna Ventures Limited on Corporate Governance has been developed with a tradition of fair and transparent governance. Integrity, transparency, accountability and compliance with laws which are the columns of good governance are cemented in the Company's robust business practices to ensure ethical and responsible leadership both at the Board and at the Management level. The Company's Code of Business Conduct, its Risk Management Policy and its well structured Internal Control Systems which are subjected to regular assessment for its effectiveness, reinforces integrity of Management and fairness in dealing with the Company's stakeholders.
The Company's policies and practices are not only consistent with the statutory requirements but also underline our commitment to operate in the best interest of the stakeholders in order to build an environment of trust and confidence among all components having conflicting as well as competing interest. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your Company has complied with the requirements of Corporate Governance as laid down under Clause 49 of the Listing Agreement with the Stock Exchange.
2. BOARD OF DIRECTORS:
2.1 Composition of the Board as on 31st March, 2015:
The Company has a very balanced and diverse Board of Directors, which primarily takes care of the business needs and stakeholders' interest. The Non-executive Directors including Independent Directors on the Board are experienced, competent and highly renowned persons from the fields of finance & taxation, economics, law, governance etc. They take active part at the Board and Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play critical role on strategic issues, which enhances the transparency and add value in the decision making process of the Board of Directors.
*The Nomination & Remuneration Committee of the Company, during the year under review, recommended the appointment of Mr. Vijay Khetan as the Managing Director of the Company, consequent to which Mr. Vijay Khetan, Executive Director of the Company was appointed as the Managing Director to be designated as "Chairman &Managing Director" of the Company by the Board of Directors vide its resolution dated 31st January, 2015 for the period of five years commencing from 31stJanuary, 2015 to 30th January, 2020. The said appointment is to be provided before members of the Company for their approval at the ensuing Annual General Meeting.
**Mrs. Beena Agrawal, resigned from the Directorship of the company w.e.f 30th April, 2015. The Board taken the note of the said resignation in its meeting held on 16th May, 2015
2.2 Directors' Profile: The brief profile of the Company's Board of Directors is as under:
1. Vijay Khetan - Chairman & Managing Director (Promoter) (DIN: 00436052)
Mr. Vijay Srigopal Khetan, has graduated in Commerce from University of Mumbai. He has vast experience in the field of construction for the last three decades. With the potential so acquired by him, presently he is the Chairman &Managing Director of Krishna Ventures Ltd. He has single handedly completed various appreciating Commercial and Residential Projects in Mumbai. With his strenuous efforts he has given a new direction and success to the Krishna Ventures Group.
His honest understandings in the business of construction have culminated in conferring on him an award of "The Business Man of the year-2012" by Times of India Group at the hands of the Hon. Chief Minister of Maharashtra- Shri Prithviraj Chavan. Besides support from his family members, he has strong management team which looks after project planning, execution and completion of projects.
Mr. Vijay Khetan continues to lead our strong management team. Mr. Khetan has a clear vision for the future and industry experience in key ancillary areas such as building, construction and property development.
He currently serves on the Boards of several Companies of Krishna Ventures Group as a Director.
2. Meena Khetan - Non-Executive Director (Promoter) (DIN: 00436284)
Mrs. Meena Vijay Khetan is Non- Executive promoter director of the Company. She has an excellent grasp of accounts and management. She has been ably supporting Mr. Vijay Khetan, Chairman & Managing Director of the Company in these areas for many years.
Mrs. Meena Khetan is a member of Audit Committee of the Board of Directors. In that capacity, she participates in the decision making process related to all the proposals and recommendations affecting financial aspects of the Company.
Besides, she also takes active participation in the administration of the Company.
She currently serves on the Boards of several Companies of Krishna Ventures Group as a Director.
She is also an active social worker and is engaged in numerous educational & social activities. She is associated with Rajasthan Vidyarthi Griha (RVG), which provides 'The First Home' facilities to students perusing their career in the field of Chartered Accountants, fulfilling their need of not only the shelter but also a cohesive atmosphere for studies and overall professional development.
3. Mr. Kishore Vussonji - Independent Director (DIN: 00444408)
Mr. Kishore M. Vussonji has served as a Partner of Kanga & Co. Mr. Vussonji has over 30 years of rich experience as an advocate and solicitor. He enrolled as a Solicitor with Bombay Incorporated Law Society on November 18, 1975 and then as an Advocate with the Bar Council of Maharashtra on August 22, 1977. Mr. Vussonji received Bachelor's degree in Science from MV College, Mumbai and LLB from Government Law College, Mumbai.
Mr. Vussonji is the Non Executive Independent Director of the Company. He is the Chairman of Stakeholders relationship Committee of the Board of Directors. Thus, he takes an active participation to resolve the grievances of security holders. Being the Chairman of the Committee, he monitors and reviews the performance and service standards of the Registrar and Share Transfer Agents of the Company and provides continuous guidance to improve the service levels for investors.
Mr. Vussonji also serves on Board of various Listed, Unlisted as well as Private Companies
4. Ratish Tagde - Independent Director (DIN: 00024465)
Mr. Ratish Tagde is a Commerce Graduate, Law Graduate (Honors) and Company Secretary. He is in the business of broadcasting. He possesses 30 years of rich corporate experience.
Mr. Ratish Tagde is the Non Executive Independent Director of the Company. He is Chairman of Audit Committee & Nomination & Remuneration Committee of the Board. He is also member of Stakeholders Relationship Committee of the Board.
Ratish Tagde is the brain child behind "Insync" - India's First 24 x 7 Music Television Channel based on Indian Classical Music. It showcases Indian classical music and other music genre such as Ghazal, Sufi, Fusion, Spiritual, Music education & Dancers. InSync aims to cater not only the connoisseurs of Indian classical music but also to rope in the youth to experience the richness of our traditional Music.
Ratish Tagde received National Excellence Awards - 2015 for Socio - Economic Development. He also received prestigious Asia Pacific Entrepreneurship Award 2015 in the Most Promising category for developing innovative business models through out of the box thinking within the region. He was chosen for the above awards for his contribution in preserving and promoting Classical based Indian Music. Mr. Ratish Tagde is an excellent fusion of professionalism as well as musical passion.
Besides, Mr. Tagde also serves on Board of various Listed, Unlisted as well as Private Companies
5. Mr. Vijay Agrawal- Independent Director (DIN: 06540415)
Mr. Viay Agrawal is Non- Executive Independent Director of the Company. He is been in directorship of the Company since 31st March, 2013. Thus, he is associated with the Company since past two years.
He is a member of Audit Committee of the Board of Directors. Thus, he takes an active participation in the decision making process related to all the proposals and recommendations affecting financial aspects of the Company. He is also the member of Nomination & Remuneration Committee of the Board of Directors. Thus, enables the organization in selecting and appointing directors and personnels at the senior management level and recommends their remuneration.
Mr. Vijay Agrawal serves on the Boards of several Private Companies as a Director.
6. Mrs. Beena Agrawal- Independent Director (DIN: 06538879)
Mrs. Beena Agrawal is Non - Executive Independent Director of the Company. She is been in directorship of the Company since 31st March, 2013. Thus, she is associated with the Company since past two years.
Mrs. Agrawal is a member of Audit Committee of the Board of Directors. Thus, she takes an active participation in the decision making process related to all the proposals and recommendations affecting financial aspects of the Company. She is also the member of Nomination & Remuneration Committee of the Board of Directors. Thus, enables the organization in selecting and appointing directors and personnels at the senior management level and recommends their remuneration.
Mrs. Beena Agrawal serves on the Boards of several other private companies as a Director.
2.3 Meetings, agenda and proceedings etc. of the Board Meeting:
The Board generally meets 4 times during the year. Additional meetings are held when necessary.
Separate Meeting of Independent Directors: As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 30th March, 2015 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and it's Committees which is necessary to effectively and reasonably perform and discharge their duties.
Agenda: All the meetings are conducted as per well designed and structured agenda. Agenda also includes minutes of the meetings of all the Board Committees for the information of the Board. Additional agenda items in the form of "Other Business" are included with the permission of the Chairman. Agenda papers are generally circulated seven days prior to the Board Meeting.
Invitees & Proceedings: Apart from the Board members, the Head of Accounts invited to attend all the Board Meetings. Other senior management executives are called as and when necessary, to provide additional inputs for the items being discussed by the Board. The Chairman of various Board Committees brief the Board on all the important matters discussed & decided at their respective committee meetings, which are generally held prior to the Board meeting.
Post Meeting Action: Post meetings, all important decisions taken at the meeting are communicated to the concerned Statutory Authorities, officials and departments.
2.4 Other Directorships etc.:
None of the Directors is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Director acts as a member of more than 10 committees or acts as a chairman of more than 5 committees across all Public Limited Companies in which he is a Director.
COMMITTEES OF THE BOARD
With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the following mandatory committees viz. Audit Committee, Stakeholders' Relationship Committee and Nomination and Remuneration Committee. The terms of reference of these committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee, who also informs the Board about the summary of discussions held in the Committee Meetings. The Minutes of the Committee Meetings are sent to all Directors individually and tabled at the Board Meetings.
The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory and internal audit activities. The Committee ensures the performance of functions with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:
a) Examination of Financial Statement and Statutory Auditors' report thereon and discussion of any related issues with the Internal & Statutory Auditors and the Management of the Company.
b) Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include;
i. reviewing changes in the accounting policies and reasons for the same;
ii. major accounting estimates based on exercise of judgment by the Management;
iii. significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard;
iv. statutory compliances and qualification in draft audit report,
v. Compliance with accounting standards as well as the listing and legal requirements concerning financial statements;
vi. any related party transactions i.e., transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of the Company at large.
c) Approval or any subsequent modification of transactions of the Company with related parties.
d) Scrutiny of inter-corporate loans and investments.
e) Overview of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
f) Recommending to the board, the appointment, re-appointment and, if required, the replacement or removal of statutory auditor and the fixation of audit fee and also approval of payment for any other services rendered.
g) Reviewing with the management the performance of statutory and internal auditors, and the adequacy of internal control systems.
h) Discussion with internal auditors on any significant findings and follow up thereon.
i) Reviewing the findings of any internal investigations by the internal auditors into matters where there is a suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
j) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussions to ascertain any area of concern.
k) Reviewing the Company's financial and risk management system.
l) To determine the reasons for any substantial defaults in payment to deposit holders, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
m) Review of Company's financial reporting processes and the disclosure of financial information to ensure that the Financial Statement is correct, sufficient and credible.
n) Approval of appointment of CFO or any other person heading Finance function after assessing the qualifications, experience, background etc. of the candidate.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee".
Description of terms of reference of the Committee:
The scope of Stakeholders' Relationship Committee is to review and address the grievances of the shareholders in respect of share transfers, transmission, issuance of duplicate share certificates, dematerialization and re-materialization of shares and all other matters incidental or related to shares, debentures and other securities of the Company from time to time
NOMINATION AND REMUNERATION COMMITTEE:
In compliance with Section 178 of the Companies Act, 2013 and Clause 49 (IV) of the Listing Agreement, the Board formulated the "Nomination and Remuneration Committee".
The terms of reference of the Committee inter alia, include the following:
a) Succession planning of the Board of Directors and Senior Management Employees;
b) Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;
c) Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;
d) Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;
e) Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination and Remuneration (N&R) Committee has constituted a policy which governs the manner of selection of Board of Directors, Chief Executive Officer& Managing Director and their remuneration. The said policy is called as Nomination and Remuneration Policy. The Board had adopted the Nomination and Remuneration Policy at its meeting held on 31st January, 2015
1. Criteria of selection of Non Executive Directors
i. The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.
ii. In case of appointment of Independent Directors, the N&R 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.
iii. The N&R 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.
iv. The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
a. Qualification, expertise and experience of the Directors in their respective fields;
b. Personal, Professional or business standing;
c. Diversity of the Board.
v. 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.
The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings and commission as detailed hereunder:
i. A Non Executive Director shall be entitled to receive sitting fees for each meeting of theBoard or Committee of the Board 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;
ii. A Non Executive Director will also be entitled to receive commission on an annual basis of such sum as may be approved by the Board on the recommendation of the N&R Committee;
iii. The N&R Committee may recommend to the Board, the payment of commission on uniform basis, to reinforce the principles of collective responsibility of the Board;
iv. The N&R Committee may recommend a higher commission for the Chairman of the Board of Directors, taking into consideration his overall responsibility;
v. In determining the quantum of commission payable to the Directors, the N&R Committee shall make its recommendation after taking into consideration the overall performance of the Company and the onerous responsibilities required to be shouldered by the Director;
vi. The N&R Committee may recommend to the Board, for the payment of additional commission to those Directors who are Members on the Audit Committee of the Board subject to a ceiling on the total commission payable as may be decided;
vii. In addition to the remuneration paid under Clause (ii) and (vi) above, the Chairman of the Audit Committee shall be paid an additional commission, as may be recommended to the Board by the N&R Committee;
viii. The total commission payable to the Directors shall not exceed 1% of the net profit of the Company;
ix. The commission shall be payable on prorate basis to those Directors who occupy office for part of the year.
x. The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company.
3. CEO & Managing Director - Criteria for selection / appointment
For the purpose of selection of the CEO& MD, the N&R Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.
The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.
A. Remuneration for the CEO & Managing Director
i. At the time of appointment or re-appointment, the CEO & Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the N&R Committee and the Board of Directors) and the CEO & Managing Director within the overall limits prescribed under the Companies Act, 2013.
ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.
iii. The remuneration of the CEO & Managing Director is broadly divided into fixed and variable components. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits. The variable component comprises performance bonus.
iv. In determining the remuneration (including the fixed increment and performance bonus) the N&R Committee shall ensure / consider the following:
a. the relationship of remuneration and performance benchmarks is clear;
b. balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;
c. responsibility required to be shouldered by the CEO &Managing Director, the industry benchmarks and the current trends;
d. The Company's performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs.
B. Remuneration Policy for the Senior Management Employees
i. In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the N&R Committee shall ensure / consider the following:
a. the relationship of remuneration and performance benchmark is clear;
b. the balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;
c. the remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;
d. the remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;
ii. The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the N&R Committee for its review and approval.
1. Mr. Vijay Khetan, Chairman & Managing Director of the Company and Mrs. Meena Vijay Khetan, Non Executive Directors of the Company draws NIL remuneration. Whereas the Independent Directors are paid sitting fees for attending Board Meetings and the Meeting of the Committee of which they are members.
2. No Stock Option Scheme exists in the Company.
3. There are no convertible instruments in the stock of securities of the Company.
The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The Board of Directors of the Company review risks trends and risk exposure, analyse the potential impact thereof on the organisation and prepare the plan in order to mitigate the risk of any nature.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees. The Board of Director's of the Company in their meeting held on 5 March, 2015, carried out evaluation of the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on 30th March, 2015, inter alia, to discuss:
• Evaluation of Performance of Non Independent Directors and the Board of Directors as a whole.
• Evaluation of Performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
SUBSIDIARY COMPANIES: The Company do not have any subsidiary Company.
a) Related Party Transactions: All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of
Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS 18) has been made in the notes to the Financial Statements.
The Board has approved a policy for related party transactions during the year which has been uploaded on the Company's website www.vij aykhetangroup .com
b) Strictures and Penalties: No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the Securities and Exchange Board of India (SEBI) or by any statutory authority on any matters related to capital markets during the last three years.
c) Compliance with Accounting Standards: The Company has followed the treatment laid down in the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in the preparation of financial statements. There are no audit qualifications in the Company's financial statements for the year under review.
d) Internal Controls: The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.
e) MD / CFO Certification: The MD and the CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.
CODE OF CONDUCT
The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and senior management. The Code contains the fundamental principles and rules concerning ethical business conduct. Annual affirmation of compliance with the code has been made by the directors of the Company. A declaration pursuant to Clause 49(II)E(2) to this effect signed by the Chairman and Managing Director is given in this report. The code available on the Company's website www.vijaykhetangroup.com
WHISTLE BLOWER POLICY
The Company has established a Whistle Blower Policy that enables the Directors and Employees to report instance of fraud and mismanagement. The policy also provides for adequate safeguards against victimization of persons who use the mechanism; and also direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Whistle Blower Policy are made available on the Company's website www.vijaykhetangroup.com
PREVENTION OF INSIDER TRADING
The Company pursuant to the regulations laid down by Securities and Exchange Board of India has adopted a Code prohibiting trading by Insiders i.e by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the trading
in the securities of Company by the Designated Persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All Board Directors and the designated employees have confirmed compliance with the Code.
COMMUNICATION WITH THE MEMBERS/ SHAREHOLDERS
• The unaudited quarterly / half yearly results are announced within forty-five days of the close of the quarter. The audited annual results are announced within two months from the close of the financial year as per the requirements of the Listing Agreement with the Stock Exchanges. The aforesaid financial results are sent to BSE Limited (BSE) where the Company's securities are listed, immediately after these are approved by the Board. The results are thereafter given by way of a Press Release to various news agencies/analysts and are published within forty eight hours in leading English and Marathi daily newspapers. The audited financial statements form a part of the Annual Report which is sent to the Members well in advance of the Annual General Meeting.
• The Company also informs by way of intimation to BSE all price sensitive matters or such other matters, which in its opinion are material and of relevance to the members and subsequently issues a Press Release in regard to the same.
• The Annual Report of the Company, the quarterly / half yearly and the annual results and the press releases of the Company are also placed on the Company's website: website www.vijaykhetangroup.com
• In compliance with Clause 52 of the Listing Agreement, the quarterly results, shareholding pattern, quarterly compliances and all other corporate communication to the Bombay Stock Exchange Limited are filed electronically as well as the physical copies of the same are submitted in the office of said Stock Exchange.
GENERAL SHAREHOLDER'S INFORMATION:
a. Corporate Identification Number (CIN): L45400MH1981PLC025151
b. Annual General Meeting:
Day & Date : Tuesday, 29th September, 2015
Time : 3.00 p.m
Venue :Registered office of the Company: 7thfloor , Corporate Centre, Opp. Hotel Vits, Andheri- Kurla Road, Andheri (East), Mumbai - 400059
c. Book Closure: The Register of Members and the Share Transfer Books of the Company shall remain closed from Saturday, 26t September, 2015 till Tuesday, 29t September, 2015 (both days inclusive).
d. Dividend payment date: N.A
e. Financial calendar for the year 2014-2015:Financial reporting for the quarter ending (tentative calendar)
Quarter Time Period
June 30, 2014 (First Quarter) : On or before August 14, 2015
September 30, 2014 (Second Quarter) : On or before November 14, 2015
December 31, 2014 (Third Quarter) : On or before February 14, 2016
Year ending March 31, 2015 : On or before May 30, 2016
Annual General Meeting for the F.Y ending March, 2016 : By September 2016
f. Registered Office:
The Registered Office of the Company is situated at: 7thfloor, Corporate Centre,
Opp. Hotel Vits, Andheri-Kurla Road, Andheri (East), Mumbai - 400059
. Stock Exchange Listing of Shares:
Bombay Stock Exchange Limited
Address: Floor 25, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400 001
Scrip name : Krishna
Scrip Code : 504392
ISIN Code : INE537L01010
h. Listing Fees: The listing fees for the financial year 2015-2016 have been paid to Bombay Stock Exchange Limited.
i. Registrar and Transfer Agent: Universal Capital Securities Private Limited
21, Shakti Nivas, Mahakali Caves Road, Opp. Satya Sai Baba
Temple, Andheri (E), Mumbai- 400 093
Registrar and Share Transfer Agent:
Name of the Agent: Universal Capital Securities Pvt. Ltd
Address: 21, Shakti Niwas, Mahakali Caves Road, Opp. Satya Sai Baba Temple, Andheri (E), Mumbai - 400 093.
Tel:+91 (22) 2820 7203-05 / 2825 7641 Fax: +91 22 2820 / 7207 Email: firstname.lastname@example.org
l. Share Transfer System: The Board has authorized the Share Transfer Agents Universal Capital Securities Pvt. Ltd to approve all routine transfers and transmissions of shares which are effected within 15 days. The Stakeholders' Relationship Committee in its meeting considers and takes note on the transfers and transmissions of shares during the time. As per the requirement of Clause 47(c) of the Listing Agreement, the Company has obtained half-yearly certificates from Practicing Company Secretary for due compliance of share transfer formalities and filed the same with the Stock Exchanges. As on 31st March, 2015 there were no valid requests pending for transfer of shares.
l. Dematerialization of Shares: Approximately 99.60% of shares of the Company have been dematerialized and the remaining in physical form.
m. ADDRESS FOR CORESSPONDENCE:
Any query on Annual Report or Investors'
For shares held in Demat form: Grievance Redressal:
E-mail: corporate@krishnaventures .com Universal Capital Securities Pvt. Ltd. /roc@vij aykhetangroup. com 21, Shakti Niwas, Mahakali Caves Road, Phone: 022 - 28269568 / 69 Opp. Satya Sai Baba Temple, Andheri (E), Mumbai - 400 093.
For and on behalf of the Board of Directors
Chairman & Managing Director
Date: 16th May, 2015