26 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:41 PM
Central Provinces Railways Company Ltd.

BSE

  • 452.85 0.00 (0%)
  • Vol: 1
  • BSE Code: 501827
  • PREV. CLOSE
    452.85
  • OPEN PRICE
    452.85
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • (%)
  • Vol:
  • NSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

Central Provinces Railways Company Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

A. MANDATORY REQUIREMENTS:

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

The Company looks upon Corporate Governance as an enterprise-wide Endeavour targeted at value creation in the form of striking optimum balance between the profit it earns for its Shareholders and the spread it charges. This is sought to be achieved by conducting the business in a professional manner, using a combination of delegation and accountability amongst key executives in the Company, skill upgrades through need-based training, etc. and high level of investor / lender satisfaction through timely debt servicing and grievance settlement. To foster best Corporate Governance practices, the Company has formulated a "Code of Business Conduct and Ethics for its Board Members and Senior Management" which seeks to bring high level of ethics in managing its business affairs. Affirmation by all Directors and senior Officers of the Company to the effect that they have complied with and not violated the Code is required to be obtained at the end of each year.

2. BOARD OF DIRECTORS

The Board of Directors from time to time broadly includes items specified in the Government Guidelines and any other information considered relevant and useful in facilitating meaningful and focused deliberations on issues concerning the Company and taking decisions in an informed and efficient manner. Additionally, Directors on the Board are free to seek and access all information pertaining to the business of the Company, as and when required.

¦ Composition:

The composition of the Board of your Company is in conformity with Clause 49 of the Listing Agreement, as amended from time to time. The Board of the Company presently consists of five directors. The Board comprises of two Executive Director and three Non­Executive Directors. The board also comprises of Independent Directors which brings in independent judgment in the Board's deliberations and decisions.

• Board meetings of the Company

The Board has duly complied with the Secretarial Standard 1 and Clause 49 of the Listing agreement for holding the Board meetings of the Company. The meetings were held within a gap of three months and all the procedures were duly accorded and maintained while the meeting was held.

3. COMMITTEES OF THE BOARD

The Board has total three Committees namely,

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

A) AUDIT COMMITTEE:

The Audit Committee comes into force. to comply with the provisions of the Corporate Governance of Listing Agreement which will bring more and more transparency and efficiency in the Board Procedures and in the operations of the Company

The audit committee is expected to review the company's financial reporting process and its financial statement, review the accounting and financial policies and practices, review the efficiency of the internal control mechanism and monitor the management of risk, review policies adopted by the company and ensure compliance with the regulating guidelines, review reports furnished by the statutory auditors and ensure that suitable follow ups are taken.

The terms of reference of the audit committee includes the powers as laid out in clause 49 II (C) of the listing agreement and role as stipulated in clause 49 II (D) of the listing agreement.

The Audit Committee was constituted with Mr. Arvind Kumar Gupta, as the Chairman and Mr. Shivanand Rama Hemmady and Mr. .Haresh Bhojwani as the Members of the Committee. The Committee underwent restructuring in previous year, after the restructuring of the entire Board of Directors of the Company and present members of the Committee are as follows:

i. Powers of the audit committee includes:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers Necessary.

5. To look into the reasons for substantial defaults in the payment to the depositors, holders, shareholders (in case of nonpayment of debenture declared dividends) and creditors

ii. The scope of committee includes:

1. Review of Company's financial reporting process and the financial statement.

2. Review internal control systems and functioning of internal audit process.

3. Reviewing 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 system of a material nature and reporting the matter to the board.

4. Post audit review with statutory auditors.

5. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

iv. Efficiency and effectiveness of operations :

1. Safeguarding of assets and adequacy of provisions for all liabilities.

2. Reliability of financial and other management information and adequacy of disclosures

3. Compliance with all relevant statutes.

B) NOMINATION & REMUNERATION COMMITTEE:

The Remuneration Committee renamed as Remuneration & Nomination Committee as on 13th August 2014 to comply with new Companies Act 2013 and the provisions of the listing agreement of the Corporate Governance. The following action has brought in more transparency, precision and efficiency within the Board and its process and in the operations of the Company.

? The role of the remuneration committee primarily includes the following:-

1. Examining and suggesting the remuneration policy for executive directors

2. Examining; reviewing and modifying the human resources development policy including all  personnel related matters.

? Composition:

The Remuneration Committee was constituted with Mr. Shivanand Rama Hemmady as the Chairman and Mr. Arvind Kumar Gupta and Ms. Rupali Ganpat Kadam as the Members of the Committee.

The remuneration committee consists of the following Three Directors:

STAKEHOLDERS RELATIONSHIP COMMITTEE

On 14th August, 2014 the Board also re-constituted and renamed Share Transfers And Investors/Shareholders Grievance Committee as Stakeholders Relationship Committee in terms of the provisions of Companies Act 2013 read with revised Clause 49 of the Listing Agreement as follows: This helped the Company to improvise the services to be provided to the shareholders and to redress the complaints, transfer of shares etc related matter.

During the year under review, Shareholders committee met four times where all the members were present.

¦ 29th May, 2014

¦ 7th August, 2014

¦ 05th November, 2014

¦ 04th February, 2015

THE CENTRAL PROVINCE RAILWAYS COMPANY LIMITED 105th Annual Report

During the year, the company resolved all the complaints within the time frame prescribed by the SEBI/Stock Exchanges except the disputed matters.

The Shares received for transfer are generally approved by the committee, once in the fortnight, and are given effect by the Registrar and Share Transfer Agent the details of which are noted by the board.

2. DISCLOSURES:

Disclosure on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, the Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large. NIL

Details of non-compliance by the Company, penalties, imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter. NIL

3. MEANS OF COMMUNICATION:

The quarterly and half-yearly unaudited financial results during the year were published through vide circular in the local newspaper as per clause 41 of Listing Agreement.

4. GENERAL SHAREHOLDERS INFORMATION:

i. Annual General Meeting

Date : 30th September 2015

Time : 10.30 AM

Address: Mangalya Bhavan,Link Road,off Yogoi,nagarBorivali (west),Mumbai -400092.

ii. Financial Calendar

a) April to March

b) 1st Quarter Results - within 45 days from the end of the Quarter

c) 2nd Quarter Results- within 45 days from the end of the Quarter

d) 3rd Quarter Results - within 45 days from the end of the Quarter

e) 4th Quarter Results - within 60 days from the end of the Quarter

iii. Date of Book Closure

24th September 2015 till 30th September 2015 (both days inclusive)

iv. Listing on Stock Exchanges

Bombay Stock Exchange Limited.

v. ISIN Number for CDSL/NSDL

INE631B01020

vi. BSE Scrip Code

501827

vii. Registrar and Transfer Agents

Bigshare Services Private Limited E-3, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Mumbai - 400 072. Tel/Fax: 022-28470652/28475207 Website: www.bigshareonline.com

viii. Registered Office

Unit no: B-5, Ganjawala Shopping Center, S.V.P Road, Borivali West, Mumbai-400092. Email: cprclimited@gmail.com Website: www.thecentralprovincerailways.com TelNo.022-28935838

xi. Listing of Equity Shares:

The securities of your Company are listed at BSE and securities of the Company have on the been suspended

BSE. The matter is under the proceeding with the Securities Appellate Tribunal

xi. Buy-Back of Shares:

There was no buy-back of shares during the year under review.

xii. Share Transfer System:

All the transfer received are processed by the Share Transfer Agent -Bigshare Services Private Limited, E-3, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Mumbai - 400 072. Tel/Fax: 022-28470652/28475207 Website: www.bigshareonline.com and approved by the Board/Committee and returned well within the stipulated period from the date of receipt

xv. Dematerialization of shares

The total equity share Capital of the Company is 94,00,000 as on 31st March 2015, of which 501722 equity shares i.e. 53.37% of the total paid up equity capital are traded in electronic form. Further from total electronically traded shares 334187 Equity shares were held in electronic form with National Securities Depository Limited (NSDL) and 167535 Central Depository Services (India) Limited (CDSL) and remaining 438278 Equity shares are in Physical form. All the demat requests were generally processed and confirmed within 7 days of receipt

xvi. Address for correspondence:

THE CENTRAL PROVINCE RAILWAYS COMPANY LIMITED

Unit No. B-35, Ganjawala Shopping Center S. V. P. Road, Borivali West ,Mumbai-400092.

Shareholders correspondence may be directed to the Company's Registrar and Share Transfer Agents whose address is given below:

Bigshare Services Private Limited,

E-3, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Mumbai - 400 072. Tel/Fax: 022-28470652/28475207 Website: www.bigshareonline.com

xvii. Secretarial Audit Report

As stipulated by the Securities and Exchange Board of India, Secretarial Audits have been carried out, by Firm of Practicing Company Secretary, to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the board of directors. The audit, inter alia, confirms that the total listed and paid-up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.

5. Declaration under Clause 49(I)(D) of the Listing Agreement for compliance with the Code of Conduct

In terms of the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges, it is hereby declared that the Members of the Board of Directors of the Company have affirmed the compliance with the Code of conduct for the year ended 31st March, 2015.

By Order of the Board of Directors

Sd/- Mr.AmitKumar Rander

(Director)

Registered Office: Unit No. B-35, For The Central Province Railways Co.Ltd Ganjawala Shopping Center S.V.P. Road, Borivali West Mumbai-400092.