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Rasoi Ltd.

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Rasoi Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31.03.2015

A report on Corporate Governance is set out in compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges.

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is embedded in the very culture of the company which propels it to act ahead of regulatory compulsions. Corporate Governance is synonymous with efficient conduct of the business operations, maintaining utmost transparency in its activities, proper and timely disclosures to all the regulatory authorities, cementing the bond of confidence with all those who are an integral and inseparable part of the business activities - shareholders, employees, end-users, bankers, financiers and the society at large and thereby ensuring a perpetual relationship of trust and confidence. The company is not only a firm believer of highest quality and ethical standards but practices these too.

2. BOARD OF DIRECTORS

a) Composition

As on 31st March, 2015, the Company has eight Directors on its Board, of which 4 Directors are Non­executive and Independent directors, 2 Directors are Executive and 2 Directors are Non-executive and Non-independent. The Company has a Promoter, Non-Executive Chairman and the number of Independent Directors is fifty percent of the total number of Directors and one Women Director in compliance with the Clause 49 of the Listing Agreement and the provisions of Section 149 of the Companies Act, 2013.

The Board believes that the current composition of the Board commensurate with the size of the company. The Board, however, keeps evaluating the composition periodically to ascertain its appropriateness.

b) Attendance at the Board meetings and the last Annual General Meeting.

The details of composition & category of Directors, the attendance of the directors in the board meetings held during the financial year ended 31st March, 2015 and in the last annual general meeting, their directorship in other public limited companies and chairmanship / membership in committees are as under:

2. BOARD OF DIRECTORS

a) Composition

As on 31st March, 2015, the Company has eight Directors on its Board, of which 4 Directors are Non­executive and Independent directors, 2 Directors are Executive and 2 Directors are Non-executive and Non-independent. The Company has a Promoter, Non-Executive Chairman and the number of Independent Directors is fifty percent of the total number of Directors and one Women Director in compliance with the Clause 49 of the Listing Agreement and the provisions of Section 149 of the Companies Act, 2013.

The Board believes that the current composition of the Board commensurate with the size of the company. The Board, however, keeps evaluating the composition periodically to ascertain its appropriateness.

3. AUDIT COMMITTEE

a) The Audit Committee comprises of four members, of which three being Non-Executive & Independent Directors and one Non-Executive & Non-Independent Director. During the financial year four meetings of the Committee were held on 28th May 2014, 14th August 2014, 12th November 2014 and 20th January 2015.

b) The Audit Committee of the Company is entrusted to overview the accounting systems, financial reporting and internal controls of the Company. The terms of reference, role and powers of Audit Committee are in conformity as specified in clause 49(III)(C) and 49(III)(D) of the Listing Agreement with the stock exchanges and provisions of section 177 of the Companies Act, 2013.

The brief description of terms of reference, inter alia, includes the following:

i) Overseeing the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

ii) Recommending for appointment, remuneration and terms of appointment of auditors of the company.

iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

iv) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices along with reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions; and

g) Qualifications in the draft audit report.

v) Review the quarterly, half-yearly and annual financial statements of the Company before submission to the Board for approval.

vi) Review and monitor the auditor's independence and performance, and effectiveness of audit process.

vii) Approval or any subsequent modification of transactions of the company with related parties.

viii) Scrutiny of inter-corporate loans and investments.

ix) Valuation of undertakings or assets of the company, wherever it is necessary.

x) Evaluation of internal financial controls and risk management systems.

xi) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

xii) Reviewing the adequacy of internal audit function, if any.

xiii) Discussion with internal auditors of any significant findings and follow up there on.

xiv) Review the functioning of the Whistle Blower mechanism.

xv) Carrying out any other function as is mentioned is the terms of reference of the Audit Committee.

4. NOMINATION AND REMUNERATION COMMITTEE

(Formerly known as Remuneration Committee)

Pursuant to provisions of section 178 of Companies Act, 2013 and clause 49 of the Listing Agreement the existing Remuneration Committee of the company is renamed as Nomination & Remuneration Committee.

The Committee comprises of three Non-Executive Independent Directors. During the financial year two meetings of the Committee were held on 28th May 2014 and 12th November 2014.

The broad terms of reference of the Nomination and Remuneration Committee are to recommend the Company's policy on remuneration packages for the Managing Director / Executive Directors, reviewing the structures, design and implementation of remuneration policy in respect of Key Management Personnel. The Remuneration is fixed based on experience, designation and financial position of the Company. The terms of reference of this Committee are in conformity as specified in clause 49 of the Listing Agreement with the stock exchanges and provisions of section 178 of the Companies Act, 2013.

Mr. Vijai Singh is Chairman of the Nomination and Remuneration Committee and the Company Secretary of the Company acts as the Secretary of the Committee.

The Company has formulated a policy on remuneration of Directors and Senior Management Employees. The Remuneration Policy is appended as Annexure with this report.

The Non-Executive Directors did not draw any remuneration from the Company except sitting fees.

Service contract, notice period and severance fees.

Mr. Kapil Kaul contract as Executive Director of the Company is for 3 years for the period from 1st January,

2013 to 31st December, 2015 and is terminable by 30 days notice on either side. There is no separate provision for payment of severance fees.

Mr. M K Pandita contract as Whole-time Director of the Company is for the period from 14th November,

2014 to 30th September, 2017 and is terminable by 3 months notice on either side. There is no separate provision for payment of severance fees.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE

(Formerly known Shareholders' / Investors' Grievance Committee)

Pursuant to provisions of section 178(5) of Companies Act, 2013 and clause 49 of the Listing Agreement the existing Shareholders' / Investors' Grievance Committee of the company is renamed as Stakeholders Relationship Committee.

The Committee comprises of three members being Non-Executive Independent Directors. During the financial year four meetings of the Committee were held on 28th May 2014, 14th August 2014, 12th November 2014 and 20th January 2015.

Mr. Vijai Singh is Chairman of the Stakeholders Relationship Committee and the Company Secretary of the Company acts as the Secretary of the Committee.

Mr. Naresh Patangi, Company Secretary is the Compliance officer of the Company. His address and contact details are given below:

Address : 'Rasoi Court' 20, Sir, R N Mukherjee Road, Kolkata - 700001 Phone :(033) 2248 0114 Email : naresh@rasoigroup.in

Email ID earmarked for redressing investors queries/grievances in terms of Clause 47(f) of the Listing Agreement: secdept@rasoigroup.in  

The Committee looks into redressal of shareholders/ investors complaints relating to transfer/transmission of shares, non-receipts of balance sheet, non-receipts of declared dividend etc.

To expedite the process of share transfers, the Board of the Company has delegated the power of share transfers to Smt. Shashi Mody, Director and Mr. Naresh Patangi, Company Secretary of the Company, who works in close co-ordination with the Registrar and Share Transfer agent of the Company.

The status of complaints received from shareholders and disposed of during the year under review are as under:

No. of complaints pending as on 01.04.2014 Nil

No. of complaints received during the year ended 31.03.2015 3

No. of complaints disposed of during the year ended 31.03.2015 3

No. of complaints pending as on 31.03.2015 Nil

No. of pending Share Transfer as on 31.03.2015 (Lodged in last 2 weeks) Nil

6. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Pursuant to provisions of section 135 of Companies Act, 2013 the Board of Directors of the Company at its meeting held on 25th September, 2014 has constituted the Corporate Social Responsibility (CSR) Committee comprising of Smt. Shashi Mody, Non-Executive Director as Chairperson, Mr. Kapil Kaul, Executive Director & CFO and Mr. R S Vaidyanathan, Independent Director as Members. The broad terms of reference of CSR Committee are as under:

i) Formulation and recommend to the board, a corporate social responsibility (CSR) policy.

ii) Recommend the amount of expenditure to be incurred on the activities referred to above.

iii) Monitor the implementation of CSR policy of the Company from time to time.

During the financial year one meeting of the CSR Committee was held on 12th November 2014.

The composition of Committee and attendance of the Members at the meeting during the financial year 2014-15 is as under:

b) Code of Conduct:

The Company has framed and adopted a Code of Conduct for the Board of Directors and Senior Management Personnel of the Company. All the members of the Board and Senior Management Personnel have affirmed compliance to the Code as on 31st March, 2015. A declaration to this effect, signed by the Chief Executive Officer of the Company is annexed to this report. The code is also available on company's website www.rasoigroup.in.

c) Compliance by the Company:

The Company has complied with the requirements of the Listing Agreements entered into with the Stock Exchange, as well as the regulations and guidelines of SEBI and other statutory authorities on all matters relating to capital market during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchange, SEBI or other statutory authorities during the last three years.

d) Disclosure of accounting treatment:

In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.

e) Whistle Blower policy / Vigil Mechanism and affirmation that no personnel have been denied access to the Audit Committee:

The Company has established a mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of code of conduct or ethics policy. The mechanism also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

f) Risk Management:

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Company has framed the risk assessment and minimization procedure, which is periodically reviewed by the Board.

g) CEO / CFO Certification:

A certificate from Dr. Sayantan Bandyopadhyay, CEO and Mr. Kapil Kaul, Executive Director & CFO of the Company, on the financial statements of the Company was placed before the Board and the same is annexed to this report.

h) Review of Directors' Responsibility Statement:

The Board in its report has confirmed that the annual accounts for the year ended 31st March, 2015 have been prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records.

i) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause:

The Company has complied with all the mandatory requirements of the Clause 49 of the Listing Agreement. The details of these compliances along with the non-mandatory requirements adopted by the Company have been given in the relevant sections of this report.

j) Code of Conduct for Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading for its management, staff and directors. The Code lays down guidelines and procedures to be followed and disclosures to be made by directors, top level executives and staff whilst dealing in shares. The Company Secretary has been appointed as the Compliance Officer and is responsible for adherence to the Code

9. MEANS OF COMMUNICATION

a) The quarterly, half yearly and annual financial results of the company are sent to the Stock Exchanges immediately after they are approved by Committee/Board and posted on company's website and also published in newspapers, Financial Express (English) and Aajkal (Bengali) in Kolkata.

b) The Company's website www.rasoigroup.in  contains separate section 'Investor Relations' where shareholders information is available. The Company's financial results and annual reports are also available on the website in a user-friendly and downloadable form.

c) At present the company does not make presentation to institutional investors and analysts.

d) The Management Discussion and Analysis Report is a part of the Annual Report.

10. GENERAL SHAREHOLDERS INFORMATION

a) 111th Annual General Meeting

Date: 11th September, 2015 Day: Friday Time: 4.00 p.m.

Venue: Kala Kunj (Sangit Kala Mandir Trust) 48, Shakespeare Sarani, Kolkata - 700017

b) Financial Calendar for the Financial Year 2015-16 (tentative)

Un-audited 1st Quarter results: On or before 14.08.2015

Un-audited 2nd Quarter results: On or before 14.11.2015

Un-audited 3rd Quarter results: On or before 14.02.2016

Audited 4th Quarter results and annual results: On or before 30.05.2016

c) Date of Book Closure:

5th September, 2015 to 11th September, 2015 (both days inclusive)

d) Dividend payment date:

The Dividend, if declared, shall be paid/credited on or after 15th September,

2015.

e) Listing on Stock Exchange:

Bombay Stock Exchange Limited

P.J. Towers, Dalal Street, Fort, Mumbai - 400 001 Maharashtra, India

f) Stock Code:

Bombay Stock Exchange Limited - 507649

ISIN: INE349E01015

Annual Listing fees paid by the company to above Stock Exchange is upto date.

Annual Custody/ Issuer fees paid by the company to NSDL and CDSL and are upto date.

g) The Registrar and Share Transfer Agent of the Company

C B Management Services (P) Ltd.

P-22, Bondel Road, Kolkata - 700 019.

Phone: (033) 4011 6700 / 2280 6692 / 2282 3643 Fax: (033) 4011 6739

Email: rta@cbmsl.com

h) Share Transfer System

Shares lodged for transfer are normally processed within 15 days from the date of lodgment, if the documents are clear in all respects. Shares under objection are returned within two weeks. All requests for dematerialization of shares are processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within 21 days.

The Company obtains from a Company Secretary in Practice a half-yearly certificate of Compliance pertaining to share transfer formalities as required under Clause 47(c) of the Listing Agreement and quarterly certificate of reconciliation of share capital audit report and files a copy of the said certificates with the stock exchange.

i) Dematerialization of Equity Shares and Liquidity

As on 31.03.2015, of the total Company's Equity Shares 94.16% representing 18,19,282 shares were in dematerialized form and the balance 5.84% representing 1,12,718 shares in physical form.

The equity shares of the company are listed on Bombay Stock Exchange Limited.

j) Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity:

The Company has not issued any Global Depository Receipts (GDRs), American Depository Receipts (ADRs), warrants or any convertible instruments, which is likely to have impact on the Company's equity.

k) Factory Location

Manufacturing Unit:

P.O.: Banganagar, P.S.: Falta Dist.: South 24 Parganas Pin code: 743 513, West Bengal

o) Registered Office & Address for Correspondence

Rasoi Limited ‘Rasoi Court’ 20, Sir R N Mukherjee Road, Kolkata - 700 001

Phone: (033) 2248 0114/5, Fax: (033) 2248 1200

Email: secdept@rasoigroup.in

On behalf of the Board of Directors

M K Pandita Whole-time Director

Kapil Kaul Executive Director & CFO

 

Place: Kolkata

Date: 7th May, 2015