REPORT ON CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement a Report on Corporate Governance is given below:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Our Company's Corporate Governance philosophy is to continuously strive to attain higher levels of accountability, transparency, responsibility and fairness in all aspects of its operations. Our business culture and practices are founded upon a common set of values that govern our relationships with customers, employees, shareholders, suppliers and the communities in which we operate.
Our Corporate Governance.framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company. The Company is conscious of its responsibility as a good corporate citizen. The Company values transparency, professionalism and accountability.
2. BOARD OF DIRECTORS
Your Company's Board comprises of 4 Directors with considerable experience in their respective fields. Of these 1 is Executive Director and 3 Non Executive (Independent) Directors. The Chairman of the Board is Promoter e Director.
(b) Meetings and attendance during the year
4 Board Meetings were held during the financial year 1st April 2013 to 31st March 2014. All relevant and materially significant information, are submitted as part of the agenda papers well in advance of the Board Meetings. The Executive Director, in consultation with the Chairman, drafts the agenda of the meetings.
(a) Terms of Reference of Audit Committee
The Committee's composition meets with requirements of section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Role of Audit Committee inter alia, includes the following:
• Oversight 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.
• Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of statutory auditors, including cost auditors, and fixation of audit fees and other terms of appointment.
• Approving payment to statutory auditors for any other services rendered by them.
• Reviewing with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:
• Matters required to be included in the Directors' Responsibility Statement to be included in the Directors' Report.
• Changes, if any, in accounting policies and practices and reasons for the same.
• Major accounting entries involving estimates based on the exercise of judgment by the management.
• Significant adjustments made in financial statements arising out of audit findings.
• Compliance with listing and other legal requirements relating to financial statements. Disclosure of related party transactions.
• Qualifications in draft audit report.
• Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
• Reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other
than those stated in the offer document/prospectus/notice, and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
• Reviewing and monitoring the auditors independence and performance and effectiveness of audit process.
• Approval or any subsequent modification of transactions of the Company with related parties.
• Scrutiny of inter-corporate loans and investments.
• Valuation of undertakings or assets of the Company, wherever it is necessary.
• Evaluation of internal financial controls and risk management systems.
• Reviewing with the management, performance of statutory auditors, including cost auditors and internal auditors, adequacy of internal control systems.
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.
• Discussion with internal auditors, any significant findings and follow-up thereon.
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature, and reporting the matter to the Board.
• Discussion with statutory auditors, before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.
• To look into the reasons for substantial defaults, if any, in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
• To review the functioning of the Whistle Blower mechanism.
• Approval of appointment of the CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing qualifications, experience and background of the candidate.
• Carrying out such other functions as may be specifically referred to the Committee by the Company's Board of Directors and/or other Committees of Directors.
• Reviewing financial statements, in particular the investments made by the Company's unlisted subsidiaries.
• Reviewing the following information:
• The Management Discussion and Analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
• Management letters/letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of internal auditors / chief internal auditor.
4. NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted Nomination and Remuneration Committee in accordance with provisions of the Companies Act, 2013 and Clause 49 of Listing Agreement on 30th May, 2014. The terms and reference of Remuneration Committee was also finalized by the Board at the said Meeting.
The Committee's constitution and terms of reference are in compliance with Provisions of the Companies Act, 2013, Clause 49 of the Listing Agreement.
(a) Terms of Reference of Nomination and Remuneration Committee, inter alia, includes the following
• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/ or removal.
• To carry out evaluation of every Director's performance.
• To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.
• To formulate the criteria for evaluation of Independent Directors and the Board.
• To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria.
• To ensure relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
• To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
(c) Remuneration Policy of the Company
The Managing Director and the Executive Directors of the Company are entitled for payment of remuneration as decided by the Board on the recommendation of Nomination and Remuneration committee and approved by the members as per the provisions of the Companies Act, 1956. No remuneration is paid to any Non-Executive Directors during the financial year 1st April 2013 to 31st March 2014 except sitting fee for attending Board meetings and committee meetings.
(f) Shareholdings of Non-Executive Director
Number of Equity Shares held by Mr.Jiten Choksey as on March 31, 2014 89,000.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board has constituted Stakeholders Relationship Committee in accordance with the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement The terms of reference of Shareholders Grievance Committee was conferred on Stakeholders Relationship Committee and consequently, the Shareholders Grievance Committee was dissolved.
(a) Terms of Reference of Stakeholders Relationship Committee
• To look into redressing shareholders and investors' complaints and to expedite the process of redressal of complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. and carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.
. CODE OF CONDUCT
The Company has laid down the Code of Conduct for all Board Members and Senior Management of the Company.
All the Board members and Senior Management of the Company have affirmed compliance with their Code of Conduct for the financial year ended March 31, 2014. The Chairman has also confirmed and certified the same. The certification is annexed at the end of this Report.
Your Company does not have any Subsidiary Company.
a. Related Party Transactions
There are no materially significant related party transactions with its Promoters, the Directors or the Management, their Subsidiaries or Relatives etc., which may have potential conflict with the interest of the company at large. The other related party transactions are given in Notes to Accounts annexed to and forming the part of Balance Sheet and Profit and Loss Account of the Company.
b. Disclosure of Accounting treatment
In the preparation of the financial statements, the Company has followed the accounting standards issued by the Companies (Accounting Standards) Rules 2006 (as amended), to the extent applicable.
c. Non-compliance by the Company, Penalties, Strictures
There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
d. Disclosure of Risk management
The Company has initiated the risk assessment and minimization procedure.
e. Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements as mandated under Clause 49 of the Listing Agreement. A certificate from the practicing Company Secretary to this effect has been included in this report. It is also confirmed that no personnel has been denied access to the Audit Committee.
f. Adoption of non mandatory requirements
• Remuneration and Nomination Committee
The Board has set up a Nomination and Remuneration Committee, details whereof are furnished in point no. 4 of this report.
• Audit qualifications
The financial results of the Company are unqualified.
• Whistle Blower Policy
The Company has formulated a policy for employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct .The policy also lays down the mechanism to prohibit managerial personnel from taking adverse action against employees, who are disclosing in good faith alleged wrongful conduct on matter of public concern involving violation of law, mismanagement, misappropriation of public funds etc. Employees aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit Committee. The policy shall also provide for direct access to the Chairman of the Audit Committee.
11. CEO CERTIFICATION
In terms of the requirements of Clause 49(v) of the Listing Agreement, the CEO has submitted necessary certificate to the Board stating the particulars specified under the said clause.
12. MEANS OF COMMUNICATION
a. Quarterly Results / Annual Results
The Quarterly/ Annual Results and notices as required under clause 41 of the Listing Agreement are normally published in Financial Express (English & Gujarati editions)
b. The Management Discussion and Analysis Report forms a part of the Annual Report.
13. GENERAL SHAREHOLDERS INFORMATION
a. Annual General Meeting
Day & Date : Wednesday December, 31, 2014.
Time : 9.30 A.M.
Venue : D- 23 MIDC, TALOJA PANVEL RAIGAD, MAHARASHTRA ,410 218
b. Financial Year: April 2014 to March 2015
Financial Calendar Events
Tentative time frame
Financial Reporting for the first quarter ended 30th June, 2014 : Last week of July, 2014
Financial Reporting for the second quarter ending 30th September, 2014 : 2nd week of November, 2014
Financial Reporting for the third quarter ending 31st December, 2014 : 2nd week of February, 2014
Financial Reporting for the fourth quarter ending 31s1 March, 2015 : Last Week of May, 2015
c. Dates of Book Closure: 26/11/2014 to 28/11/2014
6th November, 2014 to 28th November, 2014 (Both days inclusive)
d. Listing on Stock Exchanges: Equity Shares
The Shares of the Company are listed on BSE Limited & Ahmedabad Stock Exchange Limited
Stock Code: BSE Limited 513703.
Demat ISIN Number for NSDL & CDSL: INE840A01011.
e. Market Price Data:
The relevant High/ low of market price of the Company's equity shares traded on BSE Limited, during the last financial year 1st April 2013 to 31st March 2014 is given below:
Performance in comparison BSE Limited to SENSEX is not available.
f. Registrar and Share Transfer Agent & Share Transfer System
The shares of the Company can be transferred by lodging Transfer Deeds and Share Certificates with the Registrars & Share Transfer Agents viz. M/s. SHAREX DYNAMIC (INDIA) PRIVATE LIMITED. (Address as mentioned below). The Shareholders have option of converting their holding in dematerialized form and effecting the transfer in dematerialized mode.
Name : SHAREX DYNAMIC (INDIA) PRIVATE LIMITED.
Address : Unit-1 ,Luthra Ind.Premises, 1 st Fle,44-E,M Vasanti Marg,Andheri-Kurla Rd,Safed pool,Andheri(E),Mumbai-400072
Telephone No. : 022 258515606
Email : email@example.com
a. Share Transfer System
The Company's shares are traded in the, BSE Limited compulsorily in Demat mode. Physical shares which are lodged with the Registrar & Transfer Agent or/Company for transfer are processed and returned to the shareholders duly transferred within the time stipulated under the Listing Agreement subject to the documents being in order.
a. Dematerialization of shares and liquidity:
As on 31s1 March 2014 about 0.62& of the Company's equity paid-up capital had been dematerialized. Trading in equity shares of the Company at the Stock Exchange is permitted compulsorily in demat mode.
b. Corporate Ethics:
The constant endeavor of KUMAR WIRE CLOTH MANUFACTURING COMPANY LIMITED is to enhance the reputation of the Company and irrespective of the goals to be achieved, the means are as important as the end. The Company has adopted "The Code of Conduct for prevention of insider trading", which contains policies prohibiting insider trading.
c. Plant Locations:
The Company is engaged in manufacturing facility & its plant is located at: D- 23 MIDC, TALOJA PANVEL RAIGAD, MAHARASHTRA 410 218
d. Address for Correspondence:
The shareholders may send their communication grievances/queries to the Registrar and Share Transfer Agents at their Address mentioned above or to the Company at:
Registered Office:- D- 23 MIDC, TALOJA PANVEL RAIGAD, MAHARASHTRA 410 21 Tel: 02227401286
On behalf of the Board of Directors
Date : 21st November, 2014