REPORT ON CORPORATE GOVERNANCE
Corporate Governance is important to build confidence and trust which leads to strong and stable partnership with the Investors and all other Stakeholders. The detailed Report on implementation of Corporate Governance Code as incorporated in Clause 49 of the Listing Agreement with the Stock Exchange/s is set out below.
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE :
Corporate Governance is an integral part of the philosophy of the Company in its pursuit of excellence, growth and value creation. The Company recognizes the strong Corporate Governance is indispensable for safeguarding the interest of shareholders and other stakeholders.
The Company's philosophy on Corporate Governance lays strong emphasis on transparency, accountability and ability. The Company has implemented the mandatory requirements of the Code of Corporate Governance as mentioned in Clause 49 of the Listing Agreement. The Compliance Report of the Company vis-a-vis the Stock Exchange Listing Agreement is presented below.
2.BOARD OF DIRECTORS :
• Compositions of the Board and category of Directors are as follows:
Name of the Directors Designation Status
Chanderlal B. Ambwani Rameshlal B. Ambwani Nandubhai S. Patel# Alpeshkumar M. Patel Prakash U. Tekwani Sarla Jaikishan Ambwani* Kanhiyalal Moolchandani** Jaikishan Ambwani##
• Board Meetings:
The Board of Directors meet at least once a quarter to review the performance and Financial Results. A detailed agenda file is sent to all Directors well in time of the Board Meetings. The Chairman/Director briefs the Directors at every Board Meeting about the overall performance of the Company. All major decisions/Approvals are taken at the Meeting of the Board of Directors such as policy formation, Business plans, budgets, investment opportunities, Statutory Compliance etc. During the year, five board meetings were held on 28/05/2014, 11/ 08/2014, 11/11/2014, 11/02/2015, and 10/03/2015.
3. Board Training and Induction:
The Company had arranged familiarization programmes including plant visit for all the Directors during the year. The programmes were aimed to acclimatize the Directors with processes, business and actual functioning of the Company so as to enable them to carry out their role effectively.
During the year, the Company had also organized a training program for its Directors on Corporate Governance, Role of Independent Directors, etc.
4.Meeting of Independent Directors:
Separate meetings of Independent Directors in compliance with Schedule IV of the Companies Act, 2013 were held during the year and all independent directors were present at the said meetings.
5. BOARD EVALUATION
Pursuant to the provisions of the Act and Rules made there under and as provided under Schedule IV of the Act and clause 49 of the Listing Agreement, the Board has carried out the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board.
The annual evaluation framework for assessing the performance of Directors comprises of the following key areas:
a) Attendance for the meetings, participation and independence during the meetings;
b) Interaction with Management;
c) Knowledge and proficiency;
d) Strategic perspectives or inputs
The Board has evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance issues, etc. and the Directors expressed their satisfaction with the evaluation process.
6. AUDIT COMMITTEE
The functions of the Audit Committee are as per company Law and Listing Agreement with Stock Exchange(s) which include approving and implementing the audit procedures, review of financial reporting system, internal control procedures and risk management policies
All the members constituting Audit Committee at respective times were present at the meeting held on28/05/2014, 11/08/2014, 11/ 11/2014, 11/02/ 2015 and 10/03/ 2015
*Kanhiyalal Moolchandani ceased as Director w.e.f. 11th November, 2014. Further the Committee was re-constituted w.e.f. 11th November 2014 due to resignation of Mr. Kanhiyalal Moolchandani, member of the Committee. NOMINATION AND REMUNERATION COMMITTEE:
In view of the requirements under Section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, the existing Remuneration Committee has been renamed as Nomination and Remuneration Committee of the Company.
The Committee's activities include:
(i) Approving the candidates for appointment of Directors and Key Managerial Personnel;
(ii)Determine the remuneration to Directors, Key Managerial Personnel and other employees of the company;
(iii)Determine the Board's diversity, criteria for independence, qualification, experience and other positive attributes for appointing Directors;
(iv)Determine the Training requirements of Independent Directors; and
(v)Performance Evaluation of Directors
AH members of the Committee attended the Meetings held during the period under review
The Committee was re-constituted and re-named as Nomination and Remuneration Committee on 11th November 2014 in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Board determines the remuneration payable to the Executive Directors taking into account their qualification, expertise and contribution and based on recommendations of the Nomination and Remuneration Committee. Non-Executive Directors are eligible to receive sitting fees for attending Board / Committee Meetings as decided by the Board within the limits prescribed under the Companies Act, 2013.
The Remuneration policy of the Company is as under:
i. Remuneration to Non-Executive Directors:
• A Non-Executive Director is eligible to receive sitting fees for each meeting of the Board or Committee of the Board attended by him/her, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Act and the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014.
ii.Remuneration to Executive Directors:
• The Board in consultation with the Nomination & Remuneration Committee decides the remuneration structure for Executive Directors. On the recommendation of the Nomination & Remuneration Committee the Remuneration paid/payable is approved by the Board of Directors and by the members in the General Meeting in terms of provisions applicable from time to time.
iii. Details of remuneration paid / payable to Directors during the year 2014-15:
No remuneration to any directors was being paid during the year. No sitting fee has been given to any of the director during the year under report.
8. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Committee was re-constituted and re-named as Stakeholder Relationship Committee on 11th November 2014 in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Further, the Committee was re-constituted w.e.f. 10th March 2015 due to resignation of Mr. Jaikishan Ambwani.
There were no pending requests for share transfer/dematerialisation of shares as of 31st March 2015.
a) Name & Designation of Compliance Officer: Ms Mauli Bhatt, Company Secretary & Compliance Officer
b) Email Id for correspondence: firstname.lastname@example.org
The Company has one pending complain of the shareholders/investors registered with SEBI and Nil with BSE during the year and at the end of the financial year ended on 31st March, 2015.
9. WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement, the Company has a Whistle- Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. During the year, no personnel were denied access to the Audit Committee. The said policy has been uploaded on the website of the Company at HYPERLINK "www.parthalluminium.com"
a)Disclosures on materially significant related party transactions that may have potential conflict with the interest of the Company at large:
In terms of Section 184 of the Companies Act, 2013, the General Notices of disclosures of interest are obtained from the Directors accordingly, The Register of Contracts under Section 189 of the Companies Act, 2013, is tabled and signed.
b)Details of non-compliance of the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matters related to Capital Market, during the last three years.
No strictures and penalties have ever been imposed on the Company by the Stock Exchanges or SEBI or any statutory authorities, on matters related to Capital Markets.
c)The Company has adopted a Code of Conduct for its Directors and employees. This Code of Conduct has been communicated to each of them.
d)Regarding Dematerialisation of Shares:
The Company had appointed Sharepro Services (India) Pvt. Ltd. as its RTA and Equity Shares of the Company are available for Dematerialisation, as the Company has entered into an agreement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialisation of its Equity Shares. Those shareholders who wish to hold shares in electronic form may approach their Depository Participant. ISIN No. of the Company's Equity Shares is INE501L01016.
12.MEANS OF COMMUNICATION:
(a)In compliance with the requirements of the Listing Agreement, the Company now regularly intimates Unaudited/ Audited Financial Results to the Stock Exchange/s immediately after they are taken on record by the Board of Directors. These Financial Results are normally published in Free Press Gujarat (English) and Lokmitra Ahmedabad (Gujarati).
(b)During the year ended on 31st March, 2015, no presentation was made to institutional investors or analyst or any other enterprise.
(c)Management Discussion and Analysis form part of the Annual Report.
13. GENERAL SHAREHOLDERS' INFORMATION:
(b)Annual General Meeting
"Gayatri House", Ashok Vihar, Near Maitri Avenue Society, Opp. Govt. Eng. College, Motera, Sabarmati, Ahmedabad - 380 005.
Day Date Time Venue: Tuesday 22nd September, 2015 1:30PM "Gayatri House", Ashok Vihar, Near Maitri Avenue Society, Opp. Govt. Eng. College, Motera, Sabarmati, Ahmedabad -380 005
(c) Financial Calendar (tentative) :
1st Quarter Results : 2nd week of August, 2015
Half-Yearly Results : 2nd week of November, 2015
3rd Quarter Results : 2nd Week of February, 2016
Yearly Results (Audited) : By end of May, 2016
(d) Book Closure Dates : From : 16/09/2015, Wednesday : To : 22/09/2015, Tuesday
(e) Shares Listed at : 1. Ahmedabad Stock Exchange Ltd.,
2. Bombay Stock Exchange Limited,
(f) Stock Code :
ASE : 44220
BSE : 513430
(g) Registrar and Share Transfer Agents : The Company has appointed the below mentioned agency as Registrars and share Transfer Agents (RTA) for both physical and Demat Segment of Equity Shares of the Company:
SHAREPRO SERVICES (INDIA) PVT. LTD. 416-420, 4th.Floor, Devnandan Mall, Opp. Sanyash Ashram, Ellisbridge, Ahmedabad– 380006 Tel No. 079-26582381/82/83/84 Fax No. 079-26582385 Email: email@example.com
(h) Share Transfer System : Securities lodged for transfer at Registrar’s address are normally processed within 15 days from the date of lodgment, if documents are complete in all respects
(l) Dematerialisation of Shares and Liquidity
The Company has appointed Sharepro Services (India) Pvt. Ltd. as its RTA and Equity Shares of the Company are now available for dematerialization, as the Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization services of its Equity Shares. Those Shareholders who wish to hold shares in electronic form may approach their Depository Participant. ISIN No. of the Company's Equity Share is INE501L01016.
"Gayatri House", Ashok Vihar, Near Maitri Avenue Society, Opp. Govt. Eng. College, Motera, Sabarmati, Ahmedabad -380 005
15. ADDRESS FOR CORRESPONDENCE: SHAREPRO SERVICES (INDIA) PVT.LTD
416-420, 4th.Floor, Devnandan Mall, Opp. Sanyash Ashram, Ellisbridge, Ahmedabad - 380006 Tel No. 079-26582381/82/83/84 Fax No. 079-26582385 Email: firstname.lastname@example.org
For any assistance regarding correspondence dematerialization of shares, share transfers, transactions, change of address, non-receipt of dividend or any other query, relation to shares:
Registered Office : "Gayatri House", Ashok Vihar, Near Maitri Avenue Society, Opp. Govt. Eng. College, Motera, Sabarmati, Ahmedabad - 380 005 Telephone Nos. : 079-30524243, 30524286 Website : www.parthalluminium.com E-mail : email@example.com firstname.lastname@example.org Compliance Officer : Ms. Mauli Bhatt
For and on behalf of the Board
Chanderlal Bulchand Ambwani
Chairman &Managing Director
(DIN : 01390563)
Place : Ahmedabad
Date : 14/08/2015