Report on Corporate Governance

 

The detailed report on Corporate Governance in the format prescribed by SEBI and Incorporated In clause 49 of the Listing Agreement is set out below :

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Company's philosophy on Corporate Governance envisages the attainment of the highest level of transparency, accountability and equity in all facets of its operations and in all its Interactions with its stockholders including shareholders, employees and the clients. The Company believes that all its operations and actions must serve the goal of the enhancing overall shareholder value over a sustained period of time.

2. BOARD OF DIRECTORS
The present strength of the Board of Directors is Six, whose composition is given below:
One promoter Non-Executive & Non-Independent Director, Three Independent Non-Executive Directors, (Including One Women Director),One Non-Independent Non-Executive Director and One Non-Independent Executive-Director.
The Board of Directors met 5 times during the year. These were on 11/04/2015, 26/05/2015, 31/07/2015, 26/10/2015 and 15/01/2016.
The Composition of the Board of Directors, attendance of Directors at the Board Meetings and at the last Annual General Meeting as also the number of Directorships and Committee Memberships held by them in other Companies are given below :

Name of Directors Category No. of Board Meetings Held No. of Board Meetings Attended Attendance at the last AGM held on 23/08/2014 No. of Directorship in other Companies No. of Membership in Committee of Directors in other Companies
          Chairman Director Chairman Memder
 
Shri Yadupati Singhania
Chairman
Independent
Non-Executive
5 1 No - 10 - -
 
                 
                 
Dr. K. B. Agarwal
Vice-Chairman
Promoter
Non-Independent
Non-Executive
5 5 Yes - 4 5 2
 
Dr. B. D. Agarwal
Director
Non-Independent
Non-Executive
5 2 No - - - -
 
Shri Padam Kumar Jain
Director
Independent
Non-Executive
5 4 Yes - 4 - -
 
                 
 
Ms. Manju Jain Director Independent Non Executive 5 5 No - - - -
                 
Shri G. D. Maheshwari
Director
Non-Independent
Executive
5 5 Yes - - - -
 

MEETING OF THE INDEPENDENT DIRECTORS

During the year under review, a separate meeting of independents directors was held to assess and review the performance of Non Independents directors, Board and Timely flow of information to board from the companies management. The independents directors of the Company were satisfied with the performance and timely flow of information.

EVALUATION OF BOARD AND ITS MEMBERS

The evaluation of the independence directors was carried out by he entire board excluding the directors being evaluated. Further, the board also carried out assessment of its own performance and that of its committees based upon criteria such as performance against set objectives, contribution to the development of long term strategy and risk management, level of communication amongst the board/committee members and the board/committee members with key managerial personnels

 PROFILE OF DIRECTORS TO BE REAPPOINTED ON RETIREMENT BASIS

Dr. B.D. Agarwal aged about 72 years was first appointed in the year 1995. He is M.Sc., Ph.D and possess 39 years of experience in research and adminstration. There is no Directorship in other Companies .

CODE OF CONDUCT:
The CEO of the Company has submitted his report regarding Code of Conduct by the Directors and Senior Management for the year ended 31st March, 2016 and the same is annexed with this report.

3. AUDIT COMMITTEE
A. Composition and Board Terms of Reference
The Audit Committee of the Company comprise of following three directors :-

 
 
Shri Padam Kumar Jain : Independent, Non Executive Director & Chairman of the Committee
 
Ms. Manju Jain : Independent, Non Executive Director
   
Shri G. D. Maheshwari : Non-Independent, Executive Director
 

All these Directors possess knowledge of corporate Finance / Accounts / Company Law. The Statutory Auditors attend the meetings as invitees.

The terms of reference of the Audit Committee constituted by the Board in terms of Section 177 of the Companies Act, 2013 and the Corporate Governance code as prescribed  under clause 49 of the Listing Agreement.

B. Meetings / Attendance
During the financial year ended 31st March, 2016 four meetings were held on 26th May, 2015, 31st July, 2015, 26th October, 2015 and 15th  January, 2016.
The Committee adopted the annual accounts for the year 2014-2015 in their meeting held on 26th May, 2015.
The attendance of the committee meetings is as under :

Name of Members Meetings Held Meetings Attended
 
Shri Padam Kumar Jain 4 4
 
     
 
                 Ms. Manju Jain                                                                          4                                                                              4
 
Shri G. D. Maheshwari 4 4
 
 

4. NOMINATION AND REMUNERATION COMMITTEE
A. Composition
The Nomination and Remuneration Committee of the Company Comprised of  Shri Padam Kumar Jain,Dr.B.D.Agarwal and Ms. Manju Jain.
B. Meetings / Attendance
During the financial year ended 31st March, 2016 one meeting was held on 30th October ,2015.The attendance of the committee meeting is as under:

Name of Members                                                              Meetings held                                                Meetings Attended

Shri Padam Kumar Jain                                                                  1                                                                             1

Dr. B.D. Agarwal                                                                              1                                                                             1

Ms. Manju Jain                                                                                   1                                                                            1            

C.REMUNERATION POLICY

Remuneration policy of the company is directed towards rewarding performance,based on review of achivements. However during the year only sitting fee was paid to the Non-Executive Directors. Remuneration was paid to Executive Director as per the terms of his appointment approved by the general body.

The number of equity shares held by Non-Executive Director of the Company as on 31st March, 2016 is as under

Name of Director                                                                No. of Shares held                                                          

Dr.K.B.Agarwal                                                                       4140519

Shri Padam Kumar Jain                                                            100

Dr.B.D.Agarwal                                                                           200

Ms.Manju Jain                                                                            100                                                                          

D. Remuneration of Directors

Details of Remuneration/Sitting Fee to all the Directors for the year ended 31st March, 2016.

Name of Director Salary Benefits Sitting Fee Total
 
Shri Yadupati Singhania - - 1000 1000
 
Dr. K. B. Agarwal - - 5000 5000
 
Shri Padam Kumar Jain - - 6000 6000
 
Dr. B. D. Agarwal - - 2000 2000
 
         
 
Ms.Manju Jain - - 7000 7000
         
Shri G. D. Maheshwari 303300 91496 - 394796
 
 

5. STAKEHOLDERS RELATIONSHIP COMMITTEE
A.The Share Transfer Committee inter-alia has been given the powers to deal with all the matters related to transfer, transmission, issuance of duplicate share certificates, split and/or consolidation requests. The Share Transfer Committee meets regularly. During the financial year ended 31st March, 2016, Three Meetings were held as under:

Name of Members Meetings Held Meetings Attended
           Shri Padam Kumar Jain 3

                                                         3

                                     Ms.Manju Jain                                                                                                          3                                                                                                                       3

                                    Shri G.D. Maheshwari                                                                                 3                                                                                                                       3

 

B. COMPLIANCE  OFFICER & INVESTOR GRIEVANCE

Shri V. K. Pandey, Jt. Secretary, is the Compliance Officer of the Company and assigned with the responsibilities of overseeing Investor's Grievance. His email address is keycorpltd@gmail.com, Telephone No. +91-512-3010422 / 3013416 and Fax No. +91-512-3919463.

During the year under review no complaint was received .

6. GENERAL BODY MEETING
Location and time, where last three AGMs were held :

Financial Year Date Time Place of the Meeting

                             2014-2015                                                               22/08/2015                                                                      10:00 A.M.                                          16/16-A Civil Lines, Kanpur

 

2013-2014 23 / 08 / 2014 10.00 A.M. 16 / 16-A, Civil Lines, Kanpur
 
2012-2013 10 / 08 / 2013 10.00 A.M. 16 / 16-A, Civil Lines, Kanpur
 
       
 

During the year ended 31st March, 2016 no special resolution has been proposed/passed by the Company's shareholders through postal ballot. At the ensuing Annual General Meeting, there is no resolution proposed to be passed by postal ballot.

7. DISCLOSURES

7 A) CEO/CFO CERTIFICATION

A certification in accordance with provisions of Clause 49(IX)of the Listing Agreement in respect of the Financial year 2015-16 signed by CEO and CFO has been placed before the Board.

7 B) CODE OF CONDUCT

The Board of Directors has already adopted the Code of Ethics & Business conduct for the Directors and Senior Management personnel. This code is a comprehensive code applicable to all Executives as well as non executive directors and members of the Senior Management. Acopy of the code has been hosted on the Company's website  www.keycorpltd.com

The CEO of the Company has submitted his report regarding Code of Conduct by the Directors and Senior Management for the year ended 31st March, 2016 and the same is annexed with this report.

7 C) RELATED PARTY TRANSACTIONS

A comprehensive list of related parties and their transactions as required by AS -18 issued by the Institute of Chartered Accountants of India, forms part of an Annexure to the Notes to Accounts in the Annual Report & is placed before the Audit Committee None of the transactions with any of the related parties were in confict with the interest of the Company.

7 D) WHISTLE BLOWER POLICY

The Company Promoters advocates ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a vigil mechanism and whisitle blower policy under which the employees are free to report violation of applicable laws and regulation and code of conduct. The reportable matters may be disclosed to the Ethics and compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review on employee was denied access to the Audit Committee.

7 E) No penalities/strictures have been imposed on the company by the stock Exchanges or SEBI any statutory authority on any matter related to capital markets during the last three years.

7 F) Management Discussions and Analysis Report

Managements Discussion and analysis Report forms part of the annual report.

8. MEANS OF COMMUNICATION

The Company submitted its Annual. Half Yearly- & Quarterly results to the Stock Exchange in accordance with the Listing Agreement and also published them in the two newspapers namely The Pioneer (English) and Swatantra Chetana (Hindi).
The financial results and shareholding pattern of the company are also available on website www.keycorpltd.com

9   COMPLIANCE

The Company Secretary alongwith the Joint Secretary/Compliance Offcer of the Company, while preparing the Agenda, notes on aganda , notes on agenda and minutes of the meetings, is responsible for and is required to ensure adherence to all applicable laws and regulations including the Companies Act. 1956/Companies Act. 2013 read with rules issued thereunder, as applicable and the Secretarial Standards recommended by the institute of Company Secretaries of India.

10. GENERAL SHAREHOLDER INFORMATION

10.1.  Annual General Meeting
Day, Date and Time - Wednesday, the 10th August, 2016 at 10.00 A.M.
Venue - Registered Office of the Company at 16 / 16-A Civil Lines, Kanpur - 208001

10.2.  Financial Calendar (tentative)
Results for the quarter
Ending June, 30 2016 - Last week of July, 2016
Ending September, 30 2016 - Last week of October, 2016
Ending December, 31 2016 - Last week of January, 2017
Result for the year
Ending March, 31 2017 - Upto 31st May, 2017
Annual General Meeting - Upto September, 2017

10.3.  Book Closure Date - 14th August, 2016 to 10th August, 2016 (Both days inclusive)

10.4.  Dividend Payment Date - Not Applicable (No dividend proposed)

10.5.  Listing on Stock Exchanges
The Company's shares are listed with The Bombay Stock Exchange Ltd., P. J. Towers, Dalal Street, Mumbai-400001.

10.6.  Stock Code
Demat ISIN in NSDL/CDSL - INE130F01016

10.7.  Stock Market Price data for the year 2015-2016
During the year. the market quotation of the stock at Bombay Stock Exchange Ltd., Mumbai was as follows:

Market Price Data (Rs.)
Month Bombay Stock Exchange (BSE)
  High Low
April 2015 6.30 6.30
May 2015 6.00 6.00
June 2015 6.00 6.00
July 2015 11.07 7.37
August 2015 9.87 8.16
September 2015 8.10 7.70
October 2015 8.08 8.08
November 2015 10.25 7.67
December 2015 12.32 10.73
January 2016 15.40 12.60
February 2016 15.00 14.25
March 2016 13.54 13.50

 

10.8.  Share Price performance In comparison to broad based Indices - BSE and NSE
As only few transactions could take place in the Company's shares during the year hence the comparison of share price with BSE and NSE indices in management's view is not necessary.

10.9.  Registrar and Transfer Agent
M/s. ABS Consultants Pvt. Ltd.. having its office at R. No. 99, Stephen House, 6th Floor, 4 B. B. D. Bag (East), Kolkata - 700001 are Registrar and Transfer Agent for both demat and physical segment.

10.10.  Share Transfer System
The Company's shares are traded in the Stock Exchanges compulsorily in Demat mode. Shares in physical mode which are lodged for transfer are subject to exercise of option under compulsory transfer-cum-demat procedures. Share certificates are either dematerialised or returned to the respective shareholders within the time prescribed by the authorities.

10.11.

(a) Distribution of Shareholding as on 31st March, 2014

No. of Equity Shares held No. of Folios % of Folios No. of Shares Held % of Shares Held
 
001 to 500 8497 95.28 1361955 22.70
 
501 to 1000 296 3.32 238696 3.98
 
1001 to 2000 92 1.03 131689 2.19
 
2001 to 3000 13 0.15 32475 0.54
 
3001 to 4000 09 0.10 32288 0.54
 
4001 to 5000 05 0.06 24200 0.40
 
5001 to 10000 04 0.04 27300 0.46
 
10001 and above 02 0.02 4151397 69.19
 
TOTAL 8918 100.00 6000000 100.00
 

(b) Categories of Shareholder as on 31st March, 2016

Category % of share holding
 
Promoters 69.01
 
Body Corporate 0.53
 
Banks / FI's 0.01
 
Mutual Funds 0.01
 
Public (Indian) 30.36 
Public (NRI)                                                                   0.08 
 

(c) There is no institutional investors as shareholders of the company.

10.12.  Dematerialisatlon of Shares and Liquidity
As on 31st March, 2016, 74.63% of the Company's total shares representing 44,88,044 shares were held in dematerialised form and the balance 25.20% representing 15,11,856 shares were in physical form.
Trading in Equity Shares of the Company is permitted only in Demat form. For having proper liquidity, the equity shares of the company is listed at  Stock Exchange Ltd. Mumbay.

10.13.  Outstanding GDRs / ADRs / Warrants or any Convertible instruments, Conversion Date and likely Impact on equity - Nil

10.14.  Plant locations - N. A.

10.15 Subsidiaries    - Nil

10.16.  Address for Correspondence
(i) The Company's Registered Office is situated at
16 / 16-A, Civil Lines,
Kanpur - 208001 (U. P.)
T : +91-512-3010422 / 3013416
F : +91-512-3919463
E : keycorpltd@gmail.com
(ii) Registrar and Share Transfer Agent
M/s. ABS Consultants Pvt. Ltd.,
R. No. 99, 6th Floor, Stephen House,
4 B.B.D. Bag (East).
Kolkata - 700001
T : +91-33-22201043 / 22430153
E : absconsultant@vsnl.net

 


 

Declaration regarding compliance by Board members and senior management personnel with the Company's Code of Conduct

This is to confirm that the Company has adopted a Code of Conduct for its employees and Directors.
I confirm that the Company has in respect of the financial year ended March 31, 2016, received from the senior management team of the Company and the members of the Board, a declaration of compliance with the Code of Conduct as applicable to them.
For the purpose of this declaration, senior management team means the Chief Financial Officer, the Company Secretary and all functional heads of the Company as on March 31, 2016.
Kanpur(G. D. Maheshwari)
Dated : 14th May, 2016Executive Director & CEO

 
 

Auditor's Report on Corporate Governance

To,
The Members,
KEY CORP LIMITED

We have examined the compliance of conditions of Corporate Governance by Key Corp Limited, for the year ended 31st March, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the Company ensuring compliance with the conditions of the Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.
As required by the Guidance Note issued by the Institute of Chartered Accountants of India we report that no investor grievances were pending for a period exceeding one month, as per the records maintained by the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For V.P.ADITYA & COMPANY
Chartered Accountants
(FRN : 000542C)

(CA UDYAN MUKERJI)
PARTNER
Membership No. : 405900





Place : Kanpur
Dated : 14th May, 2016

 

 
 

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