Page 69 - Kolte Patil AR 2019-20

Name of the Member
Designation
Mr. Jayant Pendse
Chairman
Mr. Prakash Gurav
Member
Mr. G. L. Vishwanath
Member
Mrs. Manasa Vishwanath
Member
Mr. Umesh Joshi
Member
Mrs. Sunita Kolte
Member
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct whether by the Directors, employees, vendors or customers and to come forward and express these concerns without fear of punishment or unfair treatment. The report received from employees will be reviewed by Audit Committee. The Directors and Management Personnel are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practices. No person has been denied access to the Audit Committee.
The said policy can be accessed at https://www.koltepatil.com/ assets/uploads/corporate_governance/1571392266961516182.pdf
18. Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises of following members:
IEPF due to technical reasons, the Company will ensure the timely compliance in future.
Kolte-Patil I-Ven Townships (Pune) Limited and Kolte-Patil Real Estate Private Limited are the material subsidiaries of the Company. Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of material subsidiaries are annexed to this report as Annexure VIII and IX.
22. Secretarial Standards
The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 01 October 2017. The Company is in compliance with the revised secretarial standards.
23. Corporate Governance Certificate
Report on Corporate Governance for the Financial Year 2019- 20, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.
The Company has obtained the Compliance certificate for the Financial Year 2019-20 from the Statutory Auditors i.e. M/s. Deloitte Haskins & Sells LLP for the compliance of conditions of corporate governance as stipulated in Regulation 34 (3) real with Part E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
24. Risk Management Policy
The Company has constituted Risk Management Committee comprising 6 members, in which 3 members are Independent Directors. The Risk Management Committee has approved the Risk Management Policy. The Committee monitors the policy, ensures that the Company is acting appropriately to achieve prudent balance between the risk and reward and evaluates significant risk exposures and assesses the management’s actions to mitigate the exposures.
25. Directors’ Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended 31 March 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
Category
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Non-Executive Director
19. Managerial Remuneration
The Details required as per Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure V to the Directors report.
20. Employee Stock Option Scheme
The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.
The applicable disclosures as stipulated under the SEBI Guidelines as on 31 March 2020 (cumulative position) with regard to the Employees’ Stock Option Scheme (ESOS) are provided in Annexure VI to this Report.
21. Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013, the Company had appointed M/s. SVD & Associates, Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2019-20. The Report of Secretarial Auditor for the Financial Year 2019-20 is annexed to this report as Annexure VII. There was delay in transfer of unclaimed dividend to
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