General information about company

Scrip code502150
Name of the entityKalyanpur Cements Limited
Date of start of financial year01-04-2016
Date of end of financial year31-03-2017
Reporting QuarterYearly
Date of Report31-03-2017
Risk management committeeNot Applicable



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Is there any change in information of board of directors compare to previous quarterYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)     Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)     No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes
1MrShailendra Prakash SinhaAMBPS7419L00089604Executive DirectorNot ApplicableMD23-02-2007110
2MrAnant Prakash SinhaAKXPS7270B00089643Non-Executive - Non Independent DirectorNot ApplicableShareholder Director23-02-2007100
3MrB.C. SrivastavaABWPS3714N00929674Non-Executive - Independent DirectorNot ApplicableShareholder Director06-07-200236211
4MrDr.K.C. VarshneyAADPB0852G00012180Non-Executive - Independent DirectorNot ApplicableShareholder Director23-02-200736220



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)     Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)     No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes
5MrRavindra PrasadABLPP6964C06821316Non-Executive - Nominee DirectorNot Applicable13-02-2014101
6MrsLata Ajay SrivastavaBABPS1271B07113354Non-Executive - Independent DirectorNot ApplicableShareholder Director26-03-201536100



Text Block

Textual Information(1)
Shri Ashok Kumar Dutta who was appointed as a Special Director by the Hon'ble Board for Industrial & Financial Reconstruction under the provisions of Sick Industrial Companies (Special Provisions) Act 1985 ceased to be director of the company on repeal of SICA 1985.



Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatory
Is there any change in information of committees compare to previous quarterYes
SrName Of CommitteeName of Committee membersCategory 1 of directorsCategory 2 of directorsName of other committee
1Audit CommitteeShri B.C. SrivastavaNon-Executive - Independent DirectorChairperson
2Audit CommitteeDr. K.C. VarshneyNon-Executive - Independent DirectorMember
3Audit CommitteeShri Anant Prakash SinhaNon-Executive - Non Independent DirectorMember
4Nomination and remuneration committeeShri B.C. SrivastavaNon-Executive - Independent DirectorChairperson
5Nomination and remuneration committeeDr. K.C. VarshneyNon-Executive - Independent DirectorMember
6Nomination and remuneration committeeMrs. Lata Ajay SrivastavaNon-Executive - Independent DirectorMember
7Stakeholders Relationship CommitteeShri Ravindra PrasadNon-Executive - Nominee DirectorChairperson
8Stakeholders Relationship CommitteeShri B.C. SrivastavaNon-Executive - Independent DirectorMember
9Stakeholders Relationship CommitteeShri Shailendra Prakash SinhaExecutive DirectorMember



Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)
128-10-2016
203-02-201797



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum met (details)Date(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)Name of other committee
1Audit Committee03-02-2017Yes228-10-201697



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA
Disclosure of notes on related party transactions Textual Information(1)



Text Block

Textual Information(1)
The related party transactions in relation to the company represent the remuneration paid to the Manaing Director and the Exectuive Director who is related to the Managing Director. While these transactions are placed before the Audit Committed in every meeting and approval obtained, the remuneration has alreadly been approved by the appropriate authorities under the Companies Act 2013. Other related party transactions are also placed before the Audit Committee and approval obtained.



Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)



Text Block

Textual Information(1)
The report on Corporate Governance for the quarter ended 31.12.2016 was placed before the Board of Directors in its meeting held on 03.02.2017. The report for the quarter under consideration will be placed before the board in its next meeting to be held in May, 2017



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeswww.kalyanpur.com
2Terms and conditions of appointment of independent directorsYeswww.kalyanpur.com
3Composition of various committees of board of directorsYeswww.kalyanpur.com
4Code of conduct of board of directors and senior management personnelYeswww.kalyanpur.com
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.kalyanpur.com
6Criteria of making payments to non-executive directorsYeswww.kalyanpur.com
7Policy on dealing with related party transactionsYeswww.kalyanpur.com
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsYeswww.kalyanpur.com



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.kalyanpur.com
11email address for grievance redressal and other relevant detailsYeswww.kalyanpur.com
12Financial resultsYeswww.kalyanpur.com
13Shareholding patternYeswww.kalyanpur.com
14Details of agreements entered into with the media companies and/or their associatesNA
15New name and the old name of the listed entityNA



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1)Yes
3Meeting of Board of directors17(2)Yes
4Review of Compliance Reports17(3)Yes
5Plans for orderly succession for appointments17(4)Yes
6Code of Conduct17(5)Yes
7Fees/compensation17(6)Yes
8Minimum Information17(7)Yes
9Compliance Certificate17(8)Yes
10Risk Assessment & Management17(9)NA



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Performance Evaluation of Independent Directors17(10)Yes
12Composition of Audit Committee18(1)Yes
13Meeting of Audit Committee18(2)Yes
14Composition of nomination & remuneration committee19(1) & (2)Yes
15Composition of Stakeholder Relationship Committee20(1) & (2)Yes
16Composition and role of risk management committee21(1),(2),(3),(4)NA
17Vigil Mechanism22Yes
18Policy for related party Transaction23(1),(5),(6),(7) & (8)Yes
19Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)NA
20Approval for material related party transactions23(4)NA



Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Composition of Board of Directors of unlisted material Subsidiary24(1)NA
22Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
23Maximum Directorship & Tenure25(1) & (2)Yes
24Meeting of independent directors25(3) & (4)Yes
25Familiarization of independent directors25(7)Yes
26Memberships in Committees26(1)Yes
27Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
28Disclosure of Shareholding by Non-Executive Directors26(4)Yes
29Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes






Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided






Signatory Details

Name of signatoryP K CHAUBEY
Designation of personCompany Secretary
PlacePATNA
Date08-04-2017