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Corporate Governance

Kolte-Patil Group believes that Corporate Governance signifies ethical business behaviour in every sphere and with all constituents. This ethical business behavior can be ingrained in the character of the organization through tradition, value systems and commitment to the later as much as the spirit of laws and regulations. Corporate Governance emerges as the cornerstone of the Kolte-Patil Group's governance philosophy of the trusteeship, transparency, accountability and ethical corporate citizenship.

In our endeavor to adopt the best Corporate Governance and disclosure practices, the Company complies with all the requirements of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015.

Committees Board of Directors

Audit Committee

The Audit Committee comprises 6 members, out of which 4 members are independent directors. The Chairman of the Audit Committee is an Independent Director.

a) Composition of Audit Committee:

Chairman

Mr. Prakash Gurav

Independent Director
Member

Mr Achyut Watve

Independent Director
Member

Mr Girish Vanvari

Independent Director
Member

Mrs Sudha Navandar

Independent Director
Member

Mr Yashvardhan Patil

Joint Managing Director
Member

Mr Nirmal Kolte

Executive Director

b) Terms of Reference to Audit Committee:

Oversight of Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

  • Recommending to the Board, the appointment, reappointment and, if required, the removal of statutory auditors, including internal and cost auditors, and fixation of audit fees and other terms of appointment;
  • Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
  • Review, with the management, the annual financial statements and Auditors' Report thereon before submission to the Board for approval, with particular reference to:
    • matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of sub section 5 of Section 134 of the Act;
    • changes, if any, in accounting policies and practices, and reasons for the same;
    • major accounting entries involving estimates based on the exercise of judgment by management;
    • significant adjustments made in the financial statements arising out of audit findings;
    • compliance with listing and other legal requirements relating to financial statements;
    • disclosure of any related party transactions; and
    • modified opinions in the draft audit report
  • Review of management discussion and analysis of financial condition and results of operations;
  • Review with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, qualified institutional placement etc.) and making appropriate recommendations to the Board to take up steps in this matter;
  • Review the quarterly statement of deviation(s) including report of monitoring agency, if applicable, in terms of Regulation 32(1) of the Listing Regulations, being submitted to the Stock Exchange(s).
  • Review the annual statement of funds utilised for purpose other than those stated in the offer document / prospectus in terms of Regulation 32(7) of the Listing Regulations;
  • Reviewing and monitoring the auditor's independence and performance and effectiveness of audit process;
  • Examination and reviewing with the management, the quarterly financial results and financial statements and the auditors' report thereon, before submission to the Board for approval;
  • Approval or any subsequent modification of transactions of the Company with related parties;
  • Scrutiny of inter-corporate loans and investments;
  • Valuation of undertakings or assets of the Company, wherever it is necessary;
  • Evaluation of internal financial controls and risk management systems and oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that there exists appropriate internal control over financial reporting;
  • Review financial statements, in particular the investments made by the Company's unlisted subsidiaries;
  • Review with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
  • Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
  • Review internal audit reports relating to internal control weaknesses and discussion with internal auditors regardingany significant findings and follow-up thereon;
  • Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
  • Review management letters/ letters of internal control weaknesses issued by the statutory auditors;
  • Discussion with statutory auditors, before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;
  • Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
  • Review the functioning of vigil mechanism/whistle blower mechanism for the Directors and employees to report their genuine concerns or grievances and provide mechanism for adequate safeguards against victimisation;
  • Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background etc. of the candidate;
  • Review the appointment, removal and terms of remuneration of the chief internal auditor;
  • Investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if necessary;
  • reviewing the utilization of loans and/ or advances from/investment by the company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments;
  • Review compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, at least once in a financial year and verify that the systems for internal control are adequate and are operating effectively;
  • Carry out all the functions as may be entrusted (i) by the Board of Directors, from time to time; and (ii) by the virtue of applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable provisions of Laws, as amended from time to time.

Nomination And Remuneration Committee:

The Nomination and Remuneration Committee of the Company comprises of 6 members, out of which all the 6 members are Independent Directors. The Chairman of the Nomination and Remuneration Committee is an Independent Director.

a) Composition of Nomination and Remuneration Committee

Chairman

Mr Jayant Pendse

Independent Director
Member

Mr. Umesh Joshi

Independent Director
Member

Mr Prakash Gurav

Independent Director
Member

Mr Achyut Watve

Independent Director
Member

Mr Girish Vanvari

Independent Director
Member

Mrs Sudha Navandar

Independent Director

b) Terms of Reference to Nomination and Remuneration Committee

  • To recommend to the Board appointment, re-appointment of Directors, Executive Directors and Key Managerial Personnel and determination, fixation of the remuneration and revision in the remuneration payable to the Executive Directors of the Company and removal of the director/Executive Director/Key Managerial Personnel;
  • To formulate the criteria for determining qualifications, positive attributes and independence of the director;
  • To recommend the Board the policy related to the remuneration of for Directors, Key Managerial Personnel, Senior Management Personnel (SMP)and other employees;
  • To formulate the criteria for effective evaluation of performance of Board of Directors, its Committees, Chairperson and individual Directors (including Independent Directors), to be carried out either by the Board or by NRC or through an independent external agency and review its implementation and compliance;
  • To carry out evaluation performance of every Director of the Company;
  • To determine whether to extend or continue the term of appointment of the independent Director, based on the report of performance evaluation of Independent Directors;
  • To devise a policy on diversity of Board of Directors;
  • To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;
  • To formulate and recommend to the Board of Directors the policy relating to the stock options to the employees, grant the stock options to the eligible employees and review the management of stock option scheme;
  • To allot shares under ESOS to the employees who has exercise the options granted to them;
  • To recommend to the board, all remuneration, in whatever form, payable to senior management;
  • Carry out functions as may be entrusted (i) by the Board of Directors from time to time; and (ii) by the virtue of applicable provisions of the Companies Act, 2013 (iii) the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable provisions of Laws, as may be amended from time to time.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Company comprises of 6 members, out of which 4 members are Independent Directors. The Chairman of the Stakeholders Relationship Committee is an Independent Director.

a) Composition of Stakeholders Relationship Committee

Chairman

Mr. Umesh Joshi

Independent Director
Member

Mr Prakash Gurav

Independent Director
Member

Mr Achyut Watve

Independent Director
Member

Mrs Sudha Navandar

Independent Director
Member

Mr Nirmal Kolte

Executive Director
Member

Mr Yashvardhan Patil

Joint Managing Director

b) Terms of Reference to Stakeholders Relationship Committee

  • Redressal of the investors' complaints like non-receipt of annual reports, dividend payments, change or deletion of name, issue of new/duplicate share certificates, general meetings etc.;
  • Dematerialization, re-materialization, transfer, transmission, consolidation, sub-division of shares, debentures and securities and other allied transactions;
  • Delegation of power to the executives of the Company and to the Registrar and Transfer Agent of the Company to accomplish aforesaid objectives;
  • Review of measures taken for effective exercise of voting rights by shareholders;
  • Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;
  • Review of the various measures and initiatives taken by Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee of the Company comprises of 6 members, out of which 4 members are Independent Directors. The Chairman of the Corporate Social Responsibility Committee is an Independent Director.

a) Composition of Corporate Social Responsibility Committee

Chairman

Mr. Umesh Joshi

Independent Director
Member

Mr Prakash Gurav

Independent Director
Member

Mr Jayant Pendse

Independent Director
Member

Mr Achyut Watve

Independent Director
Member

Mr Milind Kolte

Executive Director
Member

Mrs Vandana Patil

Non-Executive Director

b) Terms of Reference to Corporate Social Responsibility Committee

  • To formulate, including review from time to time, and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under
  • To recommend the amount of expenditure to be incurred on the CSR activities
  • To monitor the implementation of the framework of the CSR Policy
  • To recommend to the Board approval of CSR expenditure including contribution to corpus for projects/programs related to CSR activities.

Risk Management Committee:

The Risk Management Committee of the Company comprises of 7 members, out of which 4 members are Independent Directors. The Chairman of the Risk Management Committee is an Executive Director.

a) Composition of Risk Management Committee

Chairman

Mr. Rajesh Patil

Chairman and Managing Director
Member

Mr. Prakash Gurav

Independent Director
Member

Mr. Umesh Joshi

Independent Director
Member

Mr. Achyut Watve

Independent Director
Member

Mr. Girish Vanvari

Independent Director
Member

Mr. Yashvardhan Patil

Joint Managing Director
Member

Mr. Nirmal Kolte

Executive Director

Code of Conduct

Code Of Conduct for The Board Of Directors And Senior Management Of The Company:

  • Act in the best interests of, and fulfill their fiduciary obligations to the Company and its shareholders; Act honestly, fairly, ethically and with integrity;
  • Conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position;
  • Help in creating and maintaining the culture of commitment to compliance with all applicable laws, rules and regulations;
  • Act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated;
  • To ensure that assets of the Company are fully protected and put to use for Company's business and to maintain high standards of manufacturing practices to achieve customers' total satisfaction;
  • Not use the Company's property, information, position or opportunities for personal gain;
  • Act in a manner to enhance and maintain the reputation of the Company;
  • Disclose potential conflict of interest that they may have regarding any matters relating to the Company's business, abstain from discussion, voting or otherwise influencing a decision on any matter in which they have or may have a conflict of interest; serving as Director of any Company which is in direct competition with the Company would be conflict of interest and it would be necessary to obtain prior approval of the Board of Directors of the Company before accepting such Directorship;
  • Make available to and share information as may be appropriate to ensure sound and efficient operations of the Company;
  • Maintain confidentiality of information relating to the affairs of the Company acquired in the course of their position in the Company, except when authorized or legally required to disclose such information;
  • Not to use confidential information acquired in the course of their position in the Company for personal advantage or for the advantage of any other entity even after cessation of relationship with the Company;
  • Ensure equal opportunities to employees at all levels, provide congenial working environment in the Company free from any discrimination on grounds of cast, religion, colour, marital status, sex, age and nationality;
  • Ensure to provide safe and healthy working environment and preservation of environment so as to avoid wastage of energy, natural resources and implementation of waste management procedures and preservation of ecological environment;
  • Ensure compliance of Company's Policy on Disclosures and Internal Procedures for Prevention of Insider Trading under SEBI Regulations.

No Rights Created:

This Code of Conduct is a statement of certain values and principles, policies and procedures, etc., governing the Directors / Senior Management of the Company relating to the conduct of the Company's business. It is to be clearly understood that this Code of Conduct is not intended and does not in any way or for any matter whatsoever, create any rights or obligations towards any employee, customer, client, supplier, competitor, shareholders or any other persons or entity.

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CIN : L45200PN1991PLC129428