Download the Annual Report 2012-13. - kiocl limited

4. DIRECTORS SHAREHOLDINGThe following Directors holding the equity shares in the Company as on 31.03.2013Name of DirectorNumber of Shares heldShri K. Subba Rao, Director (P&P) 100Shri Laxminarayana, Director (Finance) 1005. DISCLOSURESa) There was no material transaction with the Directors or the Management or their relatives that may have potentialconflict with the interest of the Company at large.b) The Company has adopted all suggested items to be included in the Report on Corporate Governance as requiredunder the listing agreement as well as Code of Corporate Governance issued by DPE.c) None of the Directors on the Board is a member of more than 10 Committees and the Chairman of more than 5Committees, across all the Companies (Public Limited) in which he is a Director.d) There is no inter-se relationship between Directors of the Company, as per declarations received.e) There has been no instance of the non-compliance by the Company and no penalty or stricture is imposed on theCompany by stock exchange(s) or SEBI or any statutory authority, on any matters related to capital markets duringlast three years.f) Whistle Blower Policy is not a mandatory requirement. However, Whistle Blower Policy is in operation in Companyw.e.f. 06.12.2012.6. RISK MANAGEMENTAs a part of implementation of the guidelines on Corporate Governance issued by DPE, a Risk Assessment and MinimizationPolicy & Fraud Prevention Policy for drawing of appropriate risk assessment, management and minimization framework asalso internal risk assessment framework, integrated and aligned with Corporate and operational objectives is already putin place in the Company. Same is being reviewed at periodical interval.7. GENERAL SHAREHOLDERS INFORMATION(i) Disclosure regarding appointment of DirectorsThe Company has provided brief resume(s) of the Directors seeking appointment at the ensuing Annual GeneralMeeting, in the notice attached with the Annual Report.(ii)Communications to ShareholdersThe Company’s quarterly financial results, official news releases and other general information about the Companyare uploaded on the Company’s website (www.kioclltd.com). The quarterly financial results of the Company generallypublished in the Financial Express (all editions) & Samyuktha Karnataka, (first & second quarter) Vijayavani, (third& fourth quarter) (regional daily publication from Karnataka). Date of Board meeting to adopt financial results, dateof Annual General Meeting and Postal Ballot etc are also published in News papers.(iii)Reconciliation of Share Capital AuditThe Company obtains a Reconciliation of Share Capital Audit Report from a Practicing Company Secretary everyquarter to reconcile the total admitted capital with National Security Depository Ltd. (NSDL) and Central DepositoryServices (India) Ltd. (CDSL) and the total issued and listed capital. This Audit Report confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized37th Annual Report 2012 - 1349 KIOCL