| Dear Members,
The Directors submit herewith their report together with the Audited
Accounts for the year ended 31st March, 2015. The following are the
financial highlights in respect of the said Financial Year.
1.0 FINANCIAL RESULTS
Rs. in lacs
Year ended Year ended
31.3.2015 31.3.2014
Total Turnover including
other Income * 19885.83 25665.92
1. Loss before interest,
depreciation, tax and
Other appropriations 1787.88 542.02
2. Less:
i) Financial Costs 1195.77 1808.92
ii) Depreciation 487.19 768.34
3. Net Loss 3470.84 3119.28
4. Loss carried to
Balance Sheet 3470.84 3119.28
2.0 OVER VIEW & PRODUCTION
Due to various economic factors, the Indian Economy witnessed sluggish
growth in last 3-4 years when the GDP growth was in the region of 4.5%
to 5.5%. The financial year under report however took off well as the
Cement Production grew at a reasonable pace during April-November 2014
although the growth could not be sustained and the subsequent months
witnessed marginal increase or decline in cement demand resulting from
reduction in Government expenditure on infrastructure to contain fiscal
deficit. The over all cement production, however, is estimated to have
grown by about 6% in the Financial Year 2014-15. This is likely to
improve during 2015-16 due to the Government's plan for providing a
boost to cement demand in real estate and infrastructure sectors and
cement sector is expected to grow @ 9% during 2015-16 with production of
about 290 million tons of cement. The growth trend will also continue in
the next financial year i.e. 2016-17 when cement industry is likely to
grow by 8% backed by sustained healthy growth in demand. Your company,
however, could not get the ' advantage of the uptrend, even shortlived,
in cement industry due to the limestone problem arising from non-renewal
of its major mining lease w.e.f. December, 2013. As a result of
limestone problem, the company's production came down by about 25%
during the financial year under report when the company produced 4.8 lac
tons of cement against 6.39 lac tons during 2013-14 and 7.38 lacs tons
during 2012-13.
3.0 FINANCIALS
3.1 Consequent upon 25% drop in production of .cement due to limestone
constraint as mentioned above, the sales turnover registered
corresponding decrease as compared to the previous financial year and
the company during the financial year 2014-15 had a total income of
Rs.198.86 Crores as against the total income of Rs. 256.66 crores
during 2013-14. Even though cement production improved at macro level
by registering an increase of about 6% in 2014-15, the prices improved
only marginally which was offset by escalation in cost of inputs like
Coal and Power. Your Company continued to suffer for want of working
capital having no access to Bank finance in view of its weak financial
position and sickness. During the year under consideration, the company
had a negative EBIDTA of Rs.17.88 crores and after considering the
financial costs and depreciation, the company incurred a net loss of
Rs. 34.71 crores.
3.2 The last few years were not conducive for rapid growth in Indian
economy due to subdued global economic sentiments and the general slow
down in the economy of the country and consequent impact on Cement
industry, caused by reduced spending on infrastructure projects in
Government, Private and Public Private Partnership (PPP) sectors,
consistently high interest rate maintained by the Central Bank primarily
to curb inflation in the economy, substantial increase in cost of power
and fuel and surplus cement manufacturing capacity created in the
country not absorbed due to persistently low demand. This also led to
cement prices remaining flat over three years with pressure on industry
margins. As a result, whereas many cement companies had depressed
margins, some incurred loss.
4.0 REVIVAL OF THE COMPANY
Your company is confronted with various problems for last few years and
is, at present, in the process of revival under the aegis of the Board
for Industrial and Financial Reconstruction (BIFR) pursuant to the
provisions of Sick Industrial Companies (Special Provisions) Act, 1985
on the basis of a Revival Scheme Sanctioned by BIFR in October, 2011.
Due to unfavourable environment created by the economic slow down in
the last 3 /4 years coupled with Limestone problem, the company could
not achieve the parameters envisaged in the Revival Scheme sanctioned
by BIFR and your company therefore has approached BIFR again with a
modified revival scheme for approval of certain additional reliefs and
concessions including reschedulement of payment of dues. BIFR is yet to
take a view on the modified scheme comprising therein the proposed
changes seeking reliefs / reschedulement of dues.
5.0 MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and analysis has been appended to the report as
Annexure-1.
6.0 DETAILS PURSUANT TO THE PROVISION OF THE COMPANIES ACT, 2013
As stipulated under section 134(3) of the Companies Act, 2013 the
following details are provided hereunder:
a) The extract of the Annual Return
The extract of the Annual Return in the Form
MGT-9 has been placed at Annexure -2
b) No. of meetings of the Board
The details of the number of meetings of the Board of Directors have
been provided in Annexure -3 dealing with Corporate Governance.
c) Director's responsibility Statement
The Directors' responsibility Statement has been provided at para-7.0
hereinafter.
d) Declaration by independent Directors
The Independent Directors have given the requisite declaration to the
Company under section 149 (7) of the Companies Act, 2013 affirming that
they meet the criteria of independence as provided in sub-section(6) of
section 149 of the Act.
e) Company's Policy on Directors' appointment and Remuneration, etc.
i) The Nomination and Remuneration Committee has framed a Policy on
"Criteria for determining qualifications, positive attributes and
independence" as well as a Policy on "Board diversity". The same have
been provided in Paragraphs 9.2 and 9.3 hereinafter.
ii) The Nomination and Remuneration Committee has already framed a
Remuneration Policy and the same has been approved by the Board of
Directors of the Company. The Remuneration Policy has been provided in
paragraph 10.0 hereinafter.
f) Explanations in respect of the comments in the Auditors Report as
well as the Secretarial Audit Report
The explanations in respect of the comments in the Audit Report and the
Secretarial Audit Report have been provided in Annexure - 4
g) Particulars of loans, guarantees or investments
The company has not provided any loans, guarantees or made investments
in any other company.
h) Particulars of contracts or arrangements with related parties.
The company has not entered into a contract with any related party
during the year under report. There have been no related party
transactions made by the company with the Promoters, Directors and the
Key Managerial Personnel which could be in conflict with the interest
of the company. The details of related party transactions which
pertained to the managerial remuneration are set out in Note 19 to the
Balance Sheet.
i) The State of the Company's Affairs
This has been provided at Paragraph Nos.
1.0 to 4.0 above.
j) The amounts proposed to be transferred to reserves.
Since the Company has incurred loss, it does not propose to carry any
amount to its reserves.
k) Dividend.
The company, in view of the losses, does not, propose to pay any
dividend.
l) Material changes and commitments affecting the financial position of
the company
No significant event has occurred leading to any material change in the
State of Affairs of the company and no commitments affecting the
financial position of the company have been made during the period i.e.
between end of financial year (31.3.2015) and the date of this report
(22.5.2015)
m) The Energy conservation technology absorption, etc.
The statement in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo is placed at
Annexure - 5.
n) Risk Management Policy
The company has evolved and implemented a risk management policy. The
responsibility * of the Risk Management has been entrusted to the Audit
Committee by re-designating the same as Audit and Risk Committee. The
Risk Management Policy framed by the company includes Identification of
Risk and their mitigation through the Groups/ Committees appointed for
this purpose.
o) Corporate Social Responsibility
The Companies Act, 2013 requires a company to spend at least 2% of the
average net profit earned during previous three financial years on
various areas specified in schedule -VII to the Act. Since the company
did not have profit in any of the three financial years, it is not
obliged to spend in respect of the areas of Corporate social
responsibility as mandated by the Act. Nevertheless the company has,
for long, been pursuing certain corporate social responsibilities out
of its own philanthropic initiatives which are as under:
i) Running a High School providing free co- education to about 650
students including the wards of local people (not connected with the
company's employees).
ii) Running a Women Degree College providing subsidized education to
the Girls of nearby areas.
iii) Providing emergency medical treatment to the people in the
hospital owned and maintained by the company.
iv) Organizing free camps for medical checkup and treatment from time
to time.
v) Providing free water to local farmers for irrigation purpose.
p) Annual evaluation of performance of the Board
The Nomination and Remuneration Committee has framed the policy for
evaluation of the performance of the Board, its committees and the
Directors. The said Policy has also been approved by the Board of
Directors of the company. The policy provides detailed guidelines for
evaluation and the parameters on the basis whereof the evaluation is to
be carried out in respect of the (i) Independent Directors (ii) Non-
independent Directors (iii) Chairperson of the Board (iv) Entire Board
and its Committees. This has been provided in paragraph 9.1
hereinafter. The evaluation has been made by the Directors of their
performance on the said parameters as laid down in the Policy.
q) Matters prescribed under the Companies (Accounts) Rules 2014.
i) The Financial summary or highlights
This has been provided at paragraphs 1.0 to 4.0
ii) The change in the nature of business, if any
There is no change in the nature of the business conducted by the
company
iii) Change in the directors or key managerial personnel during the
year
a) Shri Shailendra P. Sinha was reappointed as Managing Director by the
Board of Directors and Shareholders for a period of 3 years w.e.f. 23rd
February, 2013. His reappointment and remuneration were approved by the
Central Government also. In order to comply with the provisions of
section 203(2) of the Companies Act, 2013 he was appointed as a Key
Managerial Personnel
b) Shri P.K. Chaubey who has been working with the company in the
capacity of President (Finance) & Company Secretary for last several
years was reappointed as Chief Financial Officer and Company Secretary
in the capacity of a Key Managerial Personnel.
c) Shri D.N. Bhandari ceased to be director of the company w.e.f. 23rd
May, 2014 consequent upon his resignation from the Board.
d) Shri Satyadeva Prakash Sinha, the Executive Chairman unfortunately
expired on 11 th April, 2014.
e) The Board has appointed Smt. Lata Ajay Srivastava as an Independent
Director w.e.f. 26.03.2015.
iv) Changes in the subsidiaries, joint ventures or associate companies
during the year.
The Company does not have any subsidy, joint venture or associate
companies.
v) Deposits
The company has not invited or accepted any deposit.
vi) Significant Orders impacting the going concern status and company's
operations in future.
No such order which will have the bearing on the going concern status
of the company or its operations in future has been passed by any
regulator, court or the tribunal.
vii) Adequacy of internal financial controls
The Internal Control System of the company is an adequately structured
system which is considered adequate to safeguard the business interests
of the company as well as help and facilitate compliance with legal and
statutory requirements. Since the objective of the internal control
system is to ensure efficient use and protection of the company's
resources / properties, correct reporting of the state of affairs of
the company through the financial statements, the internal control
system is periodically reviewed by the management which is subjected to
extensive scrutiny by the Internal Auditors through its quarterly
reviews and audits.
7.0 DIRECTORS'S RESPONSIBILITY STATEMENT
(a) The Directors confirm that in preparation of the annual accounts for
the financial year ended 31st March, 2015, the applicable accounting
standards have been followed;
(b) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern
basis;
(e) The directors have laid down internal financial controls which are
adequate and are operating effectively;
(f) The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively.
8.0 Corporate Governance
The Corporate Governance Code has been . implemented by the Company and
a separate section thereon is included in the Directors' Report as
Annexure-3.
9.0 Evaluation of Directors, determining qualifications, positive
attributes and Independence of Directors
9.1 The Nomination and Remuneration Committee has formulated the
criteria for evaluation of Directors, the Board and its Committees and
the same has been approved by the Board of Directors also. The same are
provided below:
a) The criteria for evaluation of performance of independent directors
i) Attendance in the meetings of the Board
as well as the Committees thereof.
ii) Effective participation in the meetings and providing timely inputs
on the matters brought before the Board or the Committees.
iii) Adherence to and affirmation with ethical standards and the Code
of Conduct of the company and timely disclosure of interest, if any,
acquired subsequently and affirmation to the Board about the continued
"independent status" as provided in section 149(6) of the Act.
iv) Raising of valid concerns to the Board and the Committees and
constructive contribution to the resolution of issues at the meetings.
v) Inter-personal relation with other directors and management
vi) Unbiased and objective evaluation of the Board performance.
vii) Understanding of the Company and the external environment in which
it operates.
viii) Protecting the interest of whistle blower under vigil mechanism
and safeguarding the confidential information of the company.
b) The Criteria for evaluation of performance of the non Independent
Directors / Executive Directors.
The parameters / criteria for evaluation of the performance of non
independent and executive directors take into consideration the size of
the company, nature of its business and state of uncertainty in which
the company operates and accordingly the following parameters will be
applicable for evaluation of non independent and executive directors.
i) Attendance in the meetings of the Board as well as the Committees
thereof.
ii) Effective participation in the meetings
and providing timely inputs on the matters brought before the Board or
the Committees.
iii) Adherence to and affirmation with ethical standards and Code of
Conduct of the company and timely disclosure of interest, if any,
acquired subsequently.
iv) Efforts for improvement in operations of the company for its long
term revival.
v) Efforts made for obtaining the government's approval / support in
respect of various issues either under BIFR Scheme or otherwise.
vi) Team work attributes and supervising and training of staff members.
vii) Compliance with various laws, Capital Market Regulations,
Corporate Governance practices, listing conditions and reporting of
frauds etc. in time.
viii) Protecting the interest of whistle blower under vigil mechanism
and safeguarding the confidential information of the company.
The chairperson of the Board will be evaluated on the basis of the
above ' criteria depending on whether he is an independent or a
non-independent director.
c) Criteria for evaluation of performance of the entire Board of
Directors and its Committees
i) Adequacy of composition of the Board of Directors and the Committees
in terms of (a) Board diversity (b) technical knowledge and skills (c)
mix of independent & non independent directors and legal requirements.
ii) Holding statutorily required number of meetings of the Board and the
committees thereof and ensuring that the meetings are held properly in
adequate length of time providing sufficient time to the directors for
deliberations in the meetings.
iii) Level of transparency in providing information to the Board and the
Committees enabling proper understanding of the issues confronted by the
company and ensuring the quality, adequacy and timeliness of flow of
information between the Company Management and the Board as well as the
Committees. .
iv) Adequate opportunity and encouragement to the directors for open
communication, meaningful participation and timely resolution of the
issues.
v) Ensure that the Independent Directors meet the requirement of
independence prescribed under section 149(6) of the Act.
vi) Establishing an environment which facilitates effective disclosure,
fiscal accountability and high ethical standard.
vii) Ensuring that the company's internal control mechanism in respect
of the operations and financial matters is effective and capable to
avoid irregularities and frauds and that the financial statements of
the company are credible to provide true and fare view of the state of
affairs of the company.
viii) Providing regular financial updates to the board.
ix) Ensuring compliance with the provisions of Corporate Governance,
insider trading, the conditions of the listing agreement and other
Capital Market regulations as applicable to the company.
The evaluation has been made in respect of the performance of various
directors on four scales.
9.2 Determining qualifications, positive attributes and independence
1.0 The Nomination and Remuneration Committee is required to formulate
the criteria for determining the 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. The Nomination & Remuneration Committee formulated a
Remuneration policy and approved the same in their 11 th meeting held on
23.05.2014 and recommended the Policy to the Board of Directors for
approval and the Board of Directors in their meeting held on 23.05.2014
approved the said remuneration policy. The Nomination and Remuneration
Committee however, has now formulated the criteria for determining
qualification, positive attributes and independence of a director for
appointment on the board of the directors of the company as under and
the same has been approved by the Board and implemented.
1.1 Criteria for Qualification -
a) The directors to be appointed on the Company's Board will have the
minimum academic qualification of Graduation.
b) The Wholetime Directors shall be professionally qualified in the
related fields.
1.2 Positive attributes -
a) Academic and professional excellence in their respective fields.
b) Communication skill
c) Stature in the Corporate or other relevant areas.
1.3 Independence
The status of independence will be governed by the provisions of
Section 149(6) of the Act.
9.3 The Policy on Board diversity
1.0 The Listing Agreement provides for devising a policy on Board
diversity by the Nomination and Remuneration Committee. The Board
diversity is required to have on the Board of Directors of the company,
the people from diverse background who could bring with them, the varied
experience in different fields which enable the Board to provide
effective guidance from different perspectives adding value to the
Company's operations, shareholders' worth and effective compliance as a
good Corporate Citizen. Accordingly, the Nomination and Remuneration
Committee has framed the following policy on Board diversity.
i) The Board should comprise the independent and non independent
directors as stipulated under the provisions of the Act and the listing
Agreement.
ii) The Board should comprise the adequate combination of Executive and
Non Executive Directors.
iii) The directors should be experts in different fields like
technology, economics, finance, accounting , legal and social work.
iv) The Board members shall possess academic and technical skills in
varied fields which will provide to the company the opportunity of
receiving guidance from the experts in diverse areas which ultimately
would accrue financial and other benefits to the company.
10.0 "REMUNERATION POLICY
1.0 The Nomination and Remuneration Committee has formulated a
Remuneration Policy for the Directors, Key Managerial Personnel and
other employees of the Company which has also been approved by the Board
of Directors. The Remuneration Policy, as approved is given below:
2.0 Section 178 (3) and Section 178 (4) of the Companies Act, 2013
provide as under:
"(3) The Nomination and Remuneration Committee shall 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. (4) The Nomination and Remuneration
Committee shall, while formulating the policy under sub-section (3)
ensure that -
(a) the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality
required to run the company successfully;
(b) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
(c) remuneration to directors; key managerial personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to
the working of the company and its goals:
Provided that such policy shall be disclosed in the Board's report. "
In terms of the provisions of Section 178 (3) and Section 178 (4) of
the Companies Act, 2013, the Nomination and Remuneration Committee has
to recommend to the Board a policy relating to the remuneration payable
to the directors, Key Managerial Personnel and other employees.
Accordingly, the Nomination and Remuneration Committee has formulated
the following Remuneration Policy for the directors, Key Managerial
Personnel and other employees of the company.
3.0 Remuneration payable to Non Executive Directors
3.1 Section 198 read with Section 309 of the Companies Act, 1956 and the
corresponding section 197 of the Companies Act, 2013 provide for payment
of commission to Non Executive Directors limited to 1 % of the Net
Profit where the company has a Managing Director or a Wholetime Director
and 3% where the company has no such Managing or Wholetime Director.
Since KCL does not have profit, no commission is paid to the Non
Executive Directors and they are paid only the sitting fee under the
provisions of the Companies Act, 1956 / the Companies Act,
2013 read with the Articles of Association of the Company.
3.2 Remuneration Policy in respect of Executive Directors and Key
Managerial Personnel
The following factors / criteria would determine the remuneration
payable to Executive Directors and the Key Managerial Personnel.
(i) Educational, professional and technical qualification
(ii) Experience of managing various fields in industry like
administration, marketing, commercial, technical, finance etc.
(iii) Salary structure presently in the industrial units of similar
size.
(iv) Complexity involved in managing the business of the company in
view of various challenges like (i) financial constraints, (ii) dealing
with government agencies for seeking various approvals, (iii) serious
legal issues etc.
(v) The provisions under the Companies Act, 2013 read with the relevant
schedules provided therein.
(vi) Apart from payment of basic salary and House Rent Allowance in
keeping with the industry trend, providing the statutory benefits like
Provident Fund, Gratuity and Leave Encashment and other benefits like
Medical, Annual Leave Scheme.
(vii) Consideration of the current financial position of the company
while deciding the remuneration payable to the executive Directors and
Key Managerial Personnel.
4.0 Remuneration Policy applicable to the Senior Management and other
officers of the company
The company presently has three grades of officers namely (i) Jr.
Officers, (ii) Jr. Managers and (iii) Sr. Managers.
The following factors / criteria would determine the remuneration
payable to the senior Management and other officers of the company.
4.1 Educational and Professional Qualifications of the officers.
4.2 Experience in terms of length of service and quality of such
experience based on association with the organizations in the past.
4.3 Payment of basic salary and House Rent Allowance in keeping with
the trend in industry particularly similar size companies.
4.4 Payment of remuneration by breaking the same into fixed and
variable parts and variable salary to be linked with the production and
profitability Of the company.
4.5 To link the remuneration payable to senior management category
employees on the basis of the cadre he belongs to and the
responsibilities entrusted to him.
4.6 To provide statutory benefits like Provident Fund, Gratuity, Leave
Encashment and other benefits like Medical as well as Annual Leave
Scheme.
4.7 The annual increment to be provided in keeping with the performance
of the company and in the event of unsatisfactory performance of the
company, to provide the annual increment close to inflation.
5.0 Remuneration Policy in respect of other Employees
5.1 Employees are appointed as per the hiring policy of the company in
different grades of workmen and staff.
5.2 The unionized workers to be paid wages as per the Wage Agreements
with them. Payment of Variable Dearness Allowance (VDA) linked with the
Consumer Price Index (CPI) on quarterly basis circulated by Cement
Manufacturers Association (CMA) based on the data published by the
Ministry of Labour, Govt, of India.
5.3 Payment of remuneration to non-unionized staff at the Corporate
Division and Marketing Division at Patna on the basis of compensation
package applicable to such employees irtPatna. To provide Variable
Dearness Allowance (VDA) to such staff members also."
11. Disclosure pursuant to section 197 (12) read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
i) the ratio of the remuneration of each director to the median
remuneration of the employees.
Managing Director 29.5:1
Jt. Managing Director 27.5:1
The median remuneration of the employees does not take into
consideration the value of housing accommodation provided to the
workers, staff and officers in the factory
ii) the percentage increase in remuneration of directors and KMPs
Managing Director 5.26%
Jt. Managing Director 5.66%
CFO & Co. Secretary (KMP) 6.05%
iii) the percentage increase in the median remuneration of employees;
7.52%
iv) the number of permanent employees on the rolls of company; 925
v) the explanation on the relationship between average increase in
remuneration and company performance.
The company is registered with the Board for Industrial and Financial
Reconstruction (BIFR) and is in the process of revival through the
aegis of BIFR. The increase in remuneration provided by the company is
very modest and rather lower than the Industry average. The increase is
barely enough to neutralize the effect of inflation and is essential to
retain the employees in the company as the company, at this stage,
needs more close and effective leadership as well as other employees.
vi) comparison of the remuneration of the Key Managerial Personnel
against the performance of the company;
The increase in the remuneration of KMP is 6.05% which is considered as
reasonable in view of the explanations given above in reply to SI. No.
(v).
vii) variations in the market capitalization, price earnings ratio and
market price vis-a-vis issue price of shares
As mentioned above, the company at present is in the process of
revival. Its networth is negative and although the company's shares
are listed at Bombay Stock Exchange, the trading is very rare. The
shares of the company were last traded at the rate of Rs. 10.82 per
share on 20th January, 2015. The company has not made any public offer
for issue of shares in the financial year 2014-15.
viii) Increase in the salaries of managerial personnel and other
employees
The increase in the salaries of employees in the financial year 2014-15
was 7.52% against the average increase of 5.45 % in the salary of
managerial personnel.
ix) Comparison of the each remuneration of the Key Managerial Personnel
against the performance of the company;
This has been explained in reply to para (vi) above.
x) the key parameters for any variable component of remuneration
availed by the directors; Presently not applicable.
xi) the ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year;
Not applicable
xii) affirmation that the remuneration is as per the remuneration
policy of the company
It is affirmed that the remuneration being paid by the company is in
conformity with the remuneration policy of the company.
12.0 Share Capital
The Company did not issue any share capital during the financial year
2014-15. The company however had planned to issue 1.062 crore shares on
rights basis but the issue was finally not proceeded with.
13.0 Auditors
M/s. M. Mukerjee & Company, Chartered Accountants, Kolkata are the
statutory auditors of the company. Under the provisions of the
Companies Act, 2013, they are eligible for re- appointment.
14.0 Committees of the Board of Directors
The Board of Directors have appointed three committees namely (i)
"Audit and Risk Committee" (Re-designated as Audit and Risk Committee
in place of the earlier name as Audit Committee) (ii) Nomination and
Remuneration committee and (iii) Stakeholders Relationship Committee.
The requisite details in respect of these committees have been provided
in Annexure - 3 dealing with "Corporate Governance". The Board has
accepted the recommendations of the Audit Committee and there is no
such recommendation of the Audit Committee which has not been accepted
by the Board of Directors of the Company.
15.0 Vigil Mechanism
The Company has introduced a vigil mechanism, for its Directors and
Employees to report their genuine concerns or grievances. Since the
company has an Audit Committee (Now re- designated as Audit and Risk
Committee) the responsibility to oversee vigil mechanism has been
entrusted to the Audit Committee. The Chairman Audit Committee has been
authorized to ensure effective implementation of the vigil mechanism
established by the company. The details of vigil mechanism are as
under:
i) The Employees and Directors of the company may bring to the notice
of the Chairman of the Audit and Risk Committee, any irregularity,
wrong doing, unethical practice or any activity against the principles
and standards laid down for conduct of the business of the company.
ii) The whistle blower will only report the irregularity and not act as
an Investigator. He may be asked to make oral submission by the
Chairman Audit Committee.
iii) The identity of the whistle blower will be kept confidential as
far as possible. Such whistle blower will also not be discriminated or
meted out any unfair treatment in employment matters.
iv) After receipt of the complaint, the Chairman Audit and Risk
Committee will investigate the matter in an independent, fair and
unbiased manner.
v) The identity of the person against whom the investigation is
conducted will be kept confidential within the ambit of law and such
person will also be informed of the allegations to enable him placing
his view points before the Chairman Audit and Risk Committee
vi) The findings of the investigation will be communicated to such
person and he will be provided with an opportunity to respond to the
material findings, if any. Finally, the outcome of investigation will
be informed to such person.
vii) The disciplinary action will be taken as per the rules of the
company, in force from time to time.
16.0 Particulars relating to Employees.
As required under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the details of
employees who were in receipt of remuneration in excess over the
prescribed amount have been provided in Annexure-6.
17.0 Secretarial Audit Report
M/s. A. Kumar & Associates were appointed as Secretarial Auditors of
the company and the Report submitted by them is placed at Annexure-7.
18.0 Corporate Governance Certificate
This Certificate has been provided by the Auditors of the company and
placed at Annexure -8.
19.0 PROTECTION FROM SEXUAL HARASSMENT
The company has formed an Internal Compliance Committee to address the
complaints of Sexual Harassment at work place. The employees can
approach the Committee, if required. However, no complaint has been
received by the said committee.
20.0 APPRECIATIONS
The Directors wish to put on record their appreciation for the support
and contribution
made by the employees of the company towards the operation. The
directors also wish to place on record their thanks and appreciation
for the help and support given by State Govt, and Central Govt, in
carrying out its operations.
ON BEHALF OF THE BOARD
(Shailendra Prakash Sinha)
Managing Director
Place: Patna (B.C. Srivastava)
Date: 22.5.2015 Director
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