Corporate Governance

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, 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 18/04/2012, 12/05/2012, 16/05/2012 and 16/07/2012,13/10/2012 and 12/01/2013.
  • 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 20/08/2011 No. of Directorship in other Companies No. of Membership in Committee of Directors in other Companies
Chairman Director Chairman Director
Dr.Gaur Hari Singhania Chairman Independent Non-Executive 5 1 No 6 6
Dr. K. B. Agarwal Vice-Chairman Promoter Non-Independent Non-Executive 5 5 Yes 3 3 3
Dr. B. D. Agarwal Director Non-Independent Non-Executive 5 2 No
Shri Padam Kumar Jain Director Independent Non-Executive 5 4 Yes 4
Shri Raj Kumar Gupta Director Independent Non-Executive 5 3 Yes 1
Shri G. D. Maheshwari Director Non-Independent Executive 5 5 Yes

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, 2013 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 R. K. Gupta : Independent, Non Executive Director & Chairman of the Committee
Shri Padam Kumar 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 this Committee cover the matters specified for Audit Committee under clause 49 of the Listing Agreement as well as in Section 292A of the Companies Act, 1956.

B. Meetings / Attendance

During the financial year ended 31st March, 2013 four meetings were held on 11th May, 2012, 16th July, 2012, 12th October, 2012 and 12th January, 2013.

The Committee adopted the annual accounts for the year 2011-2012 in their meeting held on 11th May, 2012.

The attendance of the committee meetings is as under :

Name of Members Meetings Held Meetings Attended
Shri Raj Kumar Gupta 4 4
Shri Padam Kumar Jain 4 4
Shri G. D. Maheshwari 4 4

4. REMUNERATION COMMITTEE

A. Composition

The remuneration Committee of the Company Comprised of  Shri Padam Kumar Jain, Dr. K. B. Agarwal & Shri Raj Kumar Gupta.

B. Meetings / Attendance

During the financial year ended 31st March, 2013, one meeting was held on 21st May 2012. The Committee raised the remuneration of the Executive Director in the above meeting. The attendance of the committee meetings is as under :

Name of Members Meetings Held Meetings Attended
Shri Padam Kumar Jain 1 1
Dr. K. B. Agarwal 1 1
Shri Raj Kumar Gupta 1 1

C. Remuneration Policy
Remuneration policy of the company is directed towards rewarding performance based on review of achievements. 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.

D. Remuneration of Directors
Details of Remuneration/Sitting Fee to all the Directors for the year ended 31st March, 2013.

Name of Director Salary Benefits Sitting Fee Total
Dr. Gaur Hari Singhania 1000 1000
Dr. K. B. Agarwal 5000 5000
Shri Padam Kumar Jain 6000 6000
Dr. B. D. Agarwal 2000 2000
Shri Raj Kumar Gupta 5000 5000
Shri G. D. Maheshwari 231000 60084 291084

 

5. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE
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. The members of the Committee and their attendance is given below :

Name of Members Meetings Held Meetings Attended
Dr. K. B. Agarwal 05 5
Shri Padam Kumar Jain 05 5

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, one complaint was received from a shareholder and the same was resolved.

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

Financial Year Date Time Place of the Meeting
2011-2012 11 / 08 / 2012 10.00 A.M. 16 / 16-A, Civil Lines, Kanpur
2010-2011 20 / 08 / 2011 10.00 A.M. 16 / 16-A, Civil Lines, Kanpur
2009-2010 31 / 07 / 2010 10.00 A.M. 16 / 16-A, Civil Lines, Kanpur

During the year ended 31st March, 2013 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
There is no related party relationship as described In clauses (a) to (e) of paragraph 3 of the Accounting Standard-18 ‘Related Party Disclosures’, issued by the Institute of Chartered Accountants of India.

8. No penalties/strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets during the last three years.

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

10. GENERAL SHAREHOLDER INFORMATION

10.1.  Annual General Meeting
Day, Date and Time – Saturday, the 10th August, 2013 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 2013 – Last week of July, 2013
Ending September, 30 2013 – Last week of October, 2013
Ending December, 31 2013 – Last week of January, 2014
Result for the year
Ending March, 31 2014 – Upto 31st May, 2014
Annual General Meeting – Upto September, 2014

10.3.  Book Closure Date – 3rd August, 2013 to 10th August, 2013 (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 UP Stock Exchange Association Ltd., Padam Towers, Civil Lines, Kanpur – 208001 and The Bombay Stock Exchange Ltd., P. J. Towers, Dalal Street, Mumbai-400001.

However the Board of Directors of the company has decided to delist the shares of the company from U.P.Stock Exchange Ltd due to closure of its trading platform.

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

10.7.  Stock Market Price data for the year 2011-2012
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 2012 6.14 5.07
May 2012 5.75 5.01
June 2012 5.25 4.55
July 2012 5.23 4.97
August 2012 6.02 4.31
September 2012 5.21 3.92
October 2012 5.69 4.76
November 2012 4.65 3.32
December 2012 7.17 3.48
January 2013 9.94 7.31
February 2013 10.64 9.37
March 2013 9.47 9.00

There was no transaction with the U. P. Stock Exchange Limited, Kanpur during the F. Y. 2012-13

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, 2013

No. of Equity Shares held No. of Folios % of Folios No. of Shares Held % of Shares Held
001 to 500 8589 95.41 1384260 23.07
501 to 1000 299 3.32 240488 4.01
1001 to 2000 83 0.92 120912 2.02
2001 to 3000 11 0.12 26332 0.44
3001 to 4000 08 0.09 28489 0.47
4001 to 5000 07 0.08 33100 0.55
5001 to 10000 04 0.04 25900 0.43
10001 and above 01 0.01 4140519 69.01
TOTAL 9002 100.00 6000000 100.00

 

(b) Categories of Shareholder as on 31st March, 2013

Category % of share holding
Promoters 69.01
Body Corporate 0.60
Banks / FI’s 0.01
Mutual Funds 0.01
Public (Indian) 30.37

 

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

10.12.  Dematerialisatlon of Shares and Liquidity
As on 31st March, 2013, 74.20% of the Company’s total shares representing 44,51,744 shares were held in dematerialised form and the balance 25.80% representing 15,48,256 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 are listed at The U.P. Stock Exchange Ltd., Kanpur and Bombay 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.  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 (RIM)
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

10.16.  Report of CFO
The CFO of the company has submitted his report to the auditors and also to audit committee of the company in respect of annual accounts for the year ended 31st March, 2013.

 

NOTE:- The equity shares of the company has been delisted from the U.P.Stock Exchange Ltd. with effect from 21st August 2013 Vide their letter Dated: 16th August 2013.

 


 

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

This is to inform 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, 2013, 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, 2013.
Kanpur(G. D. Maheshwari)
Dated : 18th May, 2013Executive 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, 2013 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 : 18th May, 2013

 

 


 

Auditor’s Report

To,
The Members of KEY CORP LTD.,

  1. REPORT ON THE FINANCIAL STATEMENTS: We have audited the accompanying financial statements of KEY CORP LIMITED (‘the Company’) which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit & Loss and the Cash Flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.
  2. MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS: Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the official statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
  3. AUDITOR’S REPONSIBILITY: Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
    An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
    We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
  4. OPINION: In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:
    I. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;
    II. In the case of the Statement of Profit & Loss, of the profit for the year ended on that date; and
    III. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
  5. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT:
    1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure “1” a statement on the matters specified in paragraphs 4 and 5 of the Order.
    2. As required by section 227(3) of the Act, we report that:
      1. We have obtained all the information and explanations, which to the, best of our knowledge and belief were necessary for the purposes of our audit;
      2. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;
      3. The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;
      4. In our opinion, the Balance Sheet, Statement of Profit & Loss and the Cash Flow Statement comply with the Accounting Standards referred to in sub¬section (3C) of section 211 of the Companies Act, 1956, except non compliance of AS-’15’ “Employee Benefits” to the extent that the provisions for retirement benefits for Gratuity are made as per The Payment of Gratuity Act, 1972 and not in the manner prescribed in AS-15 (See Note No. A 03 (ii) of Notes on Account);
      5. On the basis of written representations received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
      6. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

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

(CA UDYAN MUKERJI)
PARTNER
Membership No. : 405900

Place : Kanpur
Dated : 18th May, 2013

 

 


 

ANNEXURE “1” Referred to in Paragraph 5(1) of Auditor’s Report of even date, to the members of KEY CORP LIMITED on the financial statements for the year ended March 31, 2013

  1. Based on such checks and other generally accepted auditing procedures carried on by us and according to the information’s and explanations given to us, we report that :-
    1. In respect of its fixed assets: –
      1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
      2. All the assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.
      3. The Company has not disposed off substantial part of fixed assets during the reporting period, and as such it does not affect the going concern concept.
    2. In respect of its internal control procedures and internal audit system: –
      1. There are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed assets, stock on hire and services rendered. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.
      2. The Company has an internal audit system, which appears to be commensurate with the size and nature of its business.
    3. In respect of payment of statutory dues: –
      1. The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income tax, wealth tax, service tax and other material statutory dues applicable to it. However, The Employees State Insurance Act is presently not applicable to the Company.
        Further, to our information, no undisputed amounts in respect of income tax, wealth tax and other material statutory dues applicable to it, were in arrears as at 31.03.2013 for a period of more than six months from the date these became payable.
      2. There are no dues of income tax, wealth tax, service tax and other material statutory dues which have not been deposited on account of any dispute. Custom duty, sales tax, excise duty and cess are not applicable to the company.
    4. The Company is not dealing in shares, securities and debentures. However, it has dealt in units of Mutual Funds and has maintained proper records of purchase and redemption of the units of Mutual Funds. The investment in the units of mutual funds, made by the company, are in its own name.
  2. Based on various representations and confirmations made by the management, we report that :-
    1. During the year Company had no inventory in the nature of Stock on Hire hence clause (ii) of the Order is not applicable to the company.
    2. The Company has not given any guarantee for loans taken by others, from banks or financial institutions.
    3. The Company has not applied short terms funds into long term investments.
    4. No fraud on or by the company has been noticed or reported during the course , of our audit.
  3. On the basis of various representations and confirmations made by the management and overall examination of the Balance Sheet we are of the opinion that :-
    1. The Company has neither granted nor taken loans from firms or other parties, covered in the register maintained u/s 301 of the Companies Act, 1956, therefore sub clause (iii), (v) and (xviii) of clause 4 of the Companies (Auditor’s Report) Order, 2003 (as amended by Companies (Auditor’s Report) Order, 2004) are not applicable to the company; and
    2. Sub clause (vi), (viii), (x), (xi), (xii), (xiii), (xvi), (xix) and (xx) of Clause 4 of the said order are also not applicable to the Company.

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

(CA UDYAN MUKERJI)
PARTNER
Membership No. : 405900

Place : Kanpur
Dated : 18th May, 2013

 

 


 

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