CORPORATE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
Corporate Governance is the application of best management practice in the interest of the stakeholders and others. Corporate Governance is, essentially, a philosophy. It encompasses not only the regulatory and legal requirements, but also the voluntary practices developed by the company to protect the best interests of all stakeholders. Transparency and accountability are the two basic tenets of Corporate Governance.
Responsible corporate conduct is integral to the way we do our business. The Corporate Governance Philosophy of the Company has been further strengthened with the adoption of the Code of Conduct, Business Excellence Model, Code for Prevention of Insider Trading and Code of Corporate Disclosure Policies. The Company, through its Board and Committees, endeavors to strike and deliver the highest governing standards for the benefit of its stakeholders.
The Company confirms the compliance of Corporate Governance as contained in Clause 49 of the Listing Agreement.
As per the SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th day of September, 2014, the provisions of Clause 49 does not stand applicable for the Company with effect from 1st day of October, 2014. Therefore the details of this report for the half year ended September 30, 2014 are as follows:
[A] COMPOSITION OF THE BOARD OF DIRECTORS
The Board comprises such number of Non-Executive, Executive and Independent Directors as required under Clause 49 of the Listing Agreement. As on date of this Report, the Board consists of seven Directors comprising of four Independent Directors, one Executive Director and two Non-Executive Directors. The positions of the Chairman of the Board and the Chief Executive Officer of the Company are held by separate individuals, where the Chairman of the Board is a Non-Executive Director.
Due to the sad demise of Non-Executive Chairman, Mr. Madhukar V. Kampani on April 02, 2014, Mr. Hemal Kampani has been elected as the Chairman at the Board Meeting dated May 27, 2014 in his place.. He has several years of experience in Stock Broking Services and vast experience in financial matter.
Mr. Hemal Kampani and Mr. Sandip Kampani are related to each other. Apart from them, none of the directors are related amongst themselves. Non-Executive Directors have no pecuniary relationship or transactions with the Company in their personal capacity. All the Directors are above 21 yrs of age.
[B] BOARD MEETINGS HELD DURING THE YEAR
The Board met 3 (Three) times on the following dates during the Half Year Ended September 30, 2014.
[E] CODE OF CONDUCT
The Board has adopted the Code of Conduct for the members of the Board and Senior Management Team. The code is designed with fundamental principles viz. good Corporate Governance, good citizenship and exemplary personal conduct. The Code covers commitment to sustainable development, concern for occupational health, safety and environment, a gender-friendly workplace, transparency and audit-ability, legal compliance and the philosophy of leading by personal example. The Code has been circulated to all the members of the Board and management personnel and the compliance of the same is affirmed by them annually. A declaration to this effect signed by the Managing Director forms part of this report. The same has also been posted at Company's website at www.vckgroup.com.
[F] COMMITTEES OF THE BOARD
Currently, the Board has 3 (Three) Committees,
(a) Audit Committee;
(b) Nomination and Remuneration Committee and
(c) Shareholders' /Investor's Grievances Committee
The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities which concern the Company and need a closer review.
The Committee is responsible for constituting, assigning and fixing terms of services for Committee Members.
Recommendations of the Committees are submitted to the Board for approval and ratifications.
The Quorum for meeting is either two members or one third of the committee, whichever is higher
(a) Audit Committee
The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process The Committee acts as a link between the Management, Auditors and the Board of Directors of the Company and has full access to the financial Information.
The terms & reference of the committee are in accordance with the provisions of Listing Agreement & the Companies Act, 2013.
All the members of the Committee are Non-
Executive Directors and majority of them are Independent, The Committee is headed by Mr. Madhukar Manilal Bhagat, who has more than 42 years of experience in the insurance sector and possesses sufficient accounting or related financial management expertise. All other members of the Committee are eminent in their respective fields and are financially literate. The Company Secretary acts as the Secretary to the Committee
The Board has adopted the Vigil Mechanism, which also incorporates a whistle blower policy to promote report of any unethical or improper practice or violation of the Company's Code of Conduct or complaints regarding its accounting, auditing, internal control or disclosure practices. It gives a platform to the whistle blower to report any unethical or improper practice (not necessary violation of law) and to define processes for receiving and investigating complaints. The confidentiality of those reporting violations is maintained and they are not subject to any discriminatory practice. More details are available at www.vckss.cmlinks.com.
(b) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has complete discretion in determining/ recommending the criteria for appointment of Executives, Directors and other Officials at the Management level, reviewing and determining all elements of remuneration package, evaluating their performance, etc.
The Nomination and Remuneration Committee comprises of three Non-Executive Directors namely, Mr. Pradip Belawala as Chairman and Mr. Hemal Kampani and Mr. Prafull Pranjivan Shah as Members.
Neither any salary nor any sitting fees was paid to any Director including the Managing Director for at tending meeting of the Board of Directors of the Company and Committee thereof.
Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity: During the Half Year ended September 30, 2014, there has been no change in the Capital Structure of the Company.
Shareholders' / Investors' Grievance Committee
In order to ensure quick redressal of the Complaints of the Shareholders, the Company has in compliance with the Listing Agreement constituted a Shareholders'/Investors' Grievance Committee, which comprises of three Non-Exeputive Directors.
The Committee was headed by the Chairman of the Board Mr. Madhukar V. Kampani.
Due to demise of Mr. Madhukar V. Kampani, Mr. Pradip Belawala has been elected as the Member and also the Chairman of the Committee w.e.f. May 27, 2014. The functions entrusted to the Committee are as follows :
(i) Transfer / Transmission of Shares
(ii) Review of Shares Dematerialization and Rematerialization
(iii) Issue of Duplicate Share Certificates
(iv) Non-Receipt of Share Certificates
(v) All other Matters related to Shares
During the Half-Year Ended on September 30, 2014, Meetings of the said Committee were held 4 (Four) Times.
Share Transfer System
All the transfers received are processed by the Registrar and Transfer Agent (R&TA). Share Transfers are presently registered within a maximum period of 15 (Fifteen) days from the date of receipt provided the documents are complete in all respects. All Share Transfers are approved by Shareholders'/ Investors' Grievances Committee.
Dematerialization of Shares and Liability
The Company has entered into agreements with NSDL and CDSL whereby shareholders have an option to dematerialize the shares with either of the depositories.
As on September 30, 2014, 49.88% of the Company's Equity Shares representing 4,514,396 Equity Shares were held in Dematerialized Mode and the balance 50.12% representing 4,535,890 Equity Shares were held in Physical Mode. [G]
Investor Grievance Redressal
Mr. Jiyut Prasad, Company Secretary had been the Compliance Officer of the Company till April 30, 2014. Later Mr. Koushik Ranjan Saha, Company Secretary, joined w.e.f. from April 30, 2014. But his tenure was too short and he resigned on February 06, 2015. Board acknowledged the valuable contribution, both of them made to the Secretarial Department of the Company.
Ms. Chandrani Bhattacharjee, Company Secretary acts as the Compliance Officer of the Company under relevant regulations w.e.f February 06, 2015.
She monitors the complaints received in relation to Share Transfers, Demat/Remat and other related processes and reports them to the Board. She discharges the responsibility of Liaison Officer with the Investors and Regulatory Authorities such as SEBI, Stock Exchanges and the Registrar of Companies in respect of Rules, Regulations and Directives of such Authorities concerning Investor Service and Complaints.
Pursuant to new Clause 47(f) of the Listing Agreement, the Company's E-mail ID for grievance redressal purpose is email@example.com, where Complaints can be lodged by the Investors
Name of the Compliance Officer: Ms. Chandrani Bhattacharjee Company Secretary
Address : 23, Rustamjee Street, 2nd Floor, Behind Mukti World Ballygunge Phari Kolkata- 700019
Phone No. : (91) (033) 4009-9935 Fax No. : (91) (033) 2287-8479
E-mail ID : firstname.lastname@example.org
The status of Investors' Complaints as on September 30, 2014 are as follows :
Number of Shareholder Complaints received during the Half-Year Ended September 30, 2014 : Nil
Number of Complaints resolved during the Half- Year Ended September 30, 2014 :Nil
Number not solved to the satisfaction of the Shareholders during the Half-Year Ended September 30, 2014 :N.A.
Number of Pending Share Transfers as at September 30, 2014 :N.A.
(i) During the Half-Year under review, the Company had not entered into any material significant transactions with any related party that may have potential conflict with the interests of the Company at large. The transactions with related parties, in normal course of business, have been disclosed separately in the Notes on Accounts.
(ii) The Company has complied with the requirements of the Stock Exchanges/SEBI and Statutory Authority on all matters related to Capital Markets during the last three years. No penalties or strictures have been imposed on the Company by these Authorities.
(iii) The Company has formulated a Risk Management framework, which lays down the procedures for Risk Assessment and Mitigation. Accordingly, the Procedures and Policies for Risk Assessment and Minimization are regularly reviewed by the Board.
(iv) The Senior Management has made disclosures to the Board relating to all material financial and commercial transactions, if any, where they have personal interest, that may have a potential conflict with the interest of the Company at large.
Compliance of Mandatory and Non-Mandatory Requirements
(i) All the mandatory requirements have been complied with. However, as per the SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th day of September, 2014, the provisions of Clause 49 does not stand applicable for the Company w.e.f. October 01, 2014.
(ii) With regard to training of Board Members, the Directors of the Company are continuously trained in the business model of the Company and the risk profile of business parameters through various presentations at Board/Committee meetings.
(iii) With regard to whistle blower policy the Company is examining the formulations and implementations of the same, after which the same would be submitted to the Board.
MEANS OF COMMUNICATIONS
In compliance with the requirements of the Listing Agreement, the Company regularly intimates Unaudited as well as Audited Financial Results to the Stock Exchanges immediately after they are taken on record by the Board. Further coverage is given for the benefit of the Shareholders and Investors by publication of the Financial Results in the Newspapers such as The Financial Express-in English Language and Dainik Statesman-in Bengali Language.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A "Management Discussion and Analysis Report" has been included as a part of the Directors' Report to the Shareholders for the year ended March 31, 2015.
GENERAL SHAREHOLDERS INFORMATION
(i) AGM : Date, Time and Venue
The Forthcoming THIRTY SECOND ANNUAL GENERAL MEETING of the Company will be held on Wednesday, the 5th day of August, 2015 at 11.00 a.m. at BHARATIYA BHASHA PARISHAD, 36A, Shakespeare Sarani, Kolkata- 700017
(ii) Financial Calendar
Financial Year for 2015-16 (Tentative) April 01 to March 31
Financial Reporting for the Year Ending March 31, 2015 :May 27,2015
Mailing of Annual Reports : 2014-2015 In first half of July, 2015
Financial Reporting for the quarter ending June 30, 2015 By August 14,2015
Financial Reporting for the quarter ending September 30, 2015 By November 14, 2015
Financial Reporting for the quarter ending December 31, 2015 By February 14, 2015
Financial Reporting for the quarter ending March 31, 2016 By May 30, 2016
For the Half-Year Ended September 30, 2034 results were announced on
First Quarter ~ August 33, 2074
Second Quarter November 14, 2014
The Company's Results & other information are posted at Company's Website at www. vckgroup. com.
(iii) Book Closures
The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, August 01, 2015 to Wednesday, August 05, 2015 (both days inclusive).
(iv) Dividend Payment Date
The Company has not declared any Dividend.
Against the amount lying under Unclaimed Public Deposits, an Investors Education and Protect ion Fund has been opened. The amount lying in Investor Education and Protection Fund as on March 31, 2015 is ?45,533/-. The data pertaining to the same are also posted on the company's website.
(v) Listing on Stock Exchanges
Name of the Stock Address Stock
The Calcutta Stock Exchange Limited
7, Lyons Range, Kolkata – 700001
P. I. Towers, 25th Floor, Dalal Street, Mumbai - 400001
The Listing Fees shall be paid to BSE Limited for the Financial Year 2015-16 shortly. The Company is in process of delisting from The Calcutta Stock Exchange Limited.
(vii) Subsidiary Company
The Company does not have any Subsidiary Company.
(viii) The International Security Identification Number
The International Security Identification Number (ISIN) of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited is Equity INE 488C01015 consequent upon the conversion of Equipr of Shares into Equity Shares of the Company the ISIN of the Equipr of Shares of the Company i.e INE 488C04019 have been frozen both at NSDL and CDSL w.e.f. April 28, 2008.
Corporate Identity Number
The Corporate Identity Number (CIN) allotted by Ministry of Corporate Affairs, Government of India is L67190WB1983PLC035658, and Registration Number is 035658. The Company is registered in the State of West Bengal, India
Registrar and Share Transfer Agents
The details of the Registrar and Share Transfer Agents (R&TA) of the Company are as follows :
Physical Segment And Demat Segment
C B. Management Services (P) Limited
P-22, Bondel Road, Kolkata - 700019, West Bengal
Phone : (91) (033) 4011-6700/2280; 4011-6692/2282;
(91) (033) 4011-3643/2487; 4011-0263; Fax : (91) (033) 4011-6739;
E-mail: email@example.com ; Website : www.cbmsl.com
Accordingly, all communications on matters relating to Share Transfer, Non-Receipt of Share Certificates, Demat / Remat be sent to M/s. C. B. Management Services Private Limited. Correspondences on these matters may also be sent to the Company Secretary, Secretarial Department at "2nd Floor, 23 Rustamjee Street, Kolkata - 700019.
xii) Address For Correspondences
16, India Exchange Place Room No. 19,1st Floor, Kolkata - 700001
23, Rustamjee Street, 2nd floor Near Mukti World, Ballygunge Fhari Kolkata - 700019
Registrar & Transfer Agents
• C. B. Management Services (P) Limited
P-22, Bondel Road, Kolkata - 700019, West Bengal
Phone : (91) (033) 4011-6700/2280; (91) (033) 4011-6692/2282;
(91) (033) 4011-3643/2487; (91) (033) 4011-0263 (91) (033) 4011-6739;
E-mail : firstname.lastname@example.org ; Website : www.cbmsl.com
[L] CEO/CFO CERTIFICATE
As required by Clause 49 of the Listing Agreement, the CEO/CFO Certification is appended as an Annexure to this Report.
[M] CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
The Company has obtained the Certificate from M/s. A.K. Labh & Co., Company Secretaries regarding compliance of Corporate Governance as stipulated vide Clause 49 of the listing agreement and the same is annexed.
On Behalf of the Board of Directors
Sd/- Hemal Kampani
Place : Kolkata
Date : June 26, 2015