REPORT ON CORPORATE GOVERNANCE
1. THE KUTCH SALT & ALLIED INDUSTRIES LIMITED S PHILOSOPHY ON CODE OF GOVERNANCE:
The securities and Exchange Board of India had introduced a Code of Corporate Governance for implementation by companies listed with Stock Exchanges from the year 2001-2002. The Board of Directors of your Company strongly supports the principles of corporate governance. Further the Board lays emphasis on transparency, accountability and integrity in all its operations and dealings with outsiders. The following are the detailed practices on Corporate Governance in your company.
2. BOARD OF DIRECTORS :
(a) Composition of the Board : (for the financial year 2007-2008)
Mr. Babulal Singhvi is a Executive Chairman, Mr. Ashok A. Singhvi.Mr. Mukesh B. Singhvi are the executive director.
Mr. Lekhraj P. Kanungo, Dr. Seema Shrimal, Mr. Jitendra S. Singhvi & Mr. Sandeep T. Singhvi are the independent directors.
All the Directors attended the last Annual General meeting held on 28th September, 2007.
8 Board Meetings were held during the financial year 2007-2008, as against the minimum requirement of 4 meetings. The dates on which meetings were held are given below: 11.04.2007, 29.05.2007, 21.08.2007, 28.11.2007, 04.01.2008, 20.02.2008, 27.02.2008, 10.03.2008.
3. AUDIT COMMITTEE
The company has an audit committee with scope of activities as set out in clause 49 of the Listing Agreement with the stock exchange read with Section 292A of the Companies Act, 1956 the broad terms of reference of the audit committee are as under:
The primary objective of this committee is to monitor and provide effective supervision of the financial control and reporting process. The terms of reference of the Audit Committee are in tandem with those laid down by stock exchange regulations and provisions of the Companies Act. In particular the Committee would review the financial reporting process, internal audit process, adequacy of internal control system, risk management policies and management audit process. The committee would also adopt matters such as auditors report, appointment of statutory auditors and their remuneration before consideration by the Board of Directors.
The audit committee presently consists of four non-executive directors viz Mr. Lekhraj P.Kanungo, as Chairman and Mr. Sandeep T. Singhvi, Jitendra S. Singhvi and Dr. Seema Shrimal as members.
The committee met 6 times during the year on 26-07-07, 25-09-07, 27-11-07 and 11-1207, 06,02.08 & 28.03.08 .
The Chairman of the committee Mr. Lekhraj P. Kanungo was present at the Annual General Meeting held on 28th Sep 2007.
4, REMUNERATION COMMITTEE
The Policy of the company is not to make payment of remuneration to any director of the company hence no remuneration committee is constituted for that matter.
5. SHAREHOLDERS / INVESTORS GRIEVANCE AND SHARE TRANSFER COMMITTEE:
The Sahreholders / Investors Grievance and Share Transfer Committee consists of 3 nonexecutive Directors viz.,
1. Mr. Jitendra S. Singhvi :Chairman of the committee
2. Mr. SandeepT.Singhvi : Director
3. Dr. Seema Shrimal : Director
The committee met 3 times during the year
During the year, no complaints were received from the shareholders.
6. GENERAL BODY MEETINGS
All special resolutions moved at the last Annual General Meeting were passed, by show of hands unanimously by all members present at the meeting. No postal ballots were used / invited for voting at these meetings.
There were no materially significant related party transactions with Directors / Promoters / Management, which has potential conflicts with the interests of the Company at large.
Details of related party transactions are furnished in Note No. 5 of Schedule No. 10 under Notes on Accounts.
There have been no instances of non-compliance by the Company on any matters related to the capital markets, nor have any penalty / strictures been imposed on the Company by the Stock Exchange or SEBI or any other statutory authority on such matters.
8. MEANS OF COMMUNICATIONS :
Half yearly report sent to each household of share holders : No
Quarterly & half yearly results : Are published in "The Free Press Journal" & "Nav Shakti"
Any website, where displayed, whether it also displays Official news releases, and the presentation to institutions investors or to the analysts :No
Whether MD & A is a part of Annual Report or not : No
9. GENERAL SHARE HOLDERS INFORMATION
9.1 Annual general Meeting
Date and time : 25th September 2008, at 5 P.M.
Venue :48, Prospect Chambers Annexe, 5th Floor, 317, Dr.Dadabhoy Naoroji Road, Fort, Mumbai-400 001
9.2 Tentative Financial Calendar:
Results for quarter ending 30th June, 2008 Last week of July 08
Results for quarter ending 30th Sep, 2008 Last week of Oct 08
Results for quarter ending 31st Dec, 2008 Last week of Jan 09
Results for quarter ending 3151 Mar, 2009 Last week of April 09
9.3 Book closure date:
5th September,2008 to 1lth September,2008
9.4 Dividend payment date :
The Directors have not recommended any dividend on equity shares for the financial year 2007 - 2008
9.5 Listing of equity shares on Stock Exchange at
The Bombay Stock Exchange Ltd. Mumbai
9.6 Stock Code
9.7 Stock market data
Since the shares are not actively traded hence no details is given.
9.8 Registrar and Share Transfer Work of the company is done in house.
9.9 Share transfer system :
The Board has constituted a share transfer committee for physical transfer of shares. Shares lodged for transfer are normally processed within 15 days from the date of lodgment, if the documents are clear in all respects.
9.10 Dematerialisation of shares
No Dematerialisation of the quity shares of the company has been carried out.
9.11 Outstanding GDR / Warrants and convertible Bonds, conversion date and likely impact on equity :
9.12 Plant Location
(a) Kandla: ZERAPORT, New Kandla, 370 210
(b) Jakhau : Jakhau : Kutch, Taiuka: Abadasa, 370 64C
9.13 Investors correspondence :
Registered Office of the Company :
48, Prospect Chambers Annexe
5th Floor, 317, Dr. Dadabhoy Naoroji Road,
Fort, Mumbai-400 001
10. CODE OF CONDUCT
Your Company has always encouraged and supported compliance to ethical business practices in personal and corporate by its employees. Your Company in order to further strengthen corporate practices has framed a specific code of conduct, for the members of the Board of Directors and Senior Management personnel of the Company.