CORPORATE GOVERNANCE REPORT
Compliance report on Corporate Governance
In accordance with Clause 49 of the Listing Agreement with the BSE Limited (BSE), the report containing the details of Corporate Governance systems and processes at PALCO LIMITED is as follows:
At PALCO LIMITED, Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success, and we remain committed to maximising stakeholders' value, be it shareholders, employees, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all.
1.Company's philosophy on Code of Corporate Governance:
The Company is committed to ethical values and self-discipline through standards of good governance with transparency, efficiency, efficacy, full disclosure in its dealings and appropriate checks and balances directed at sustaining shareholders' interests and overall organisational goals.
2.Board of Directors:
(a)Number of Board meetings held during the financial year and the dates of the Board meetings:
The Board of Directors duly met 4 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:
13th May, 2014; 11th August, 2014; 08th November, 2014; and 11th February, 2015.
The Board taken on record the following:-$ Resignation of A Krishna Rao on 30th May 2015 & *Appointment of Ms. Surekha Manepalli on 27th March, 2015.
(d) Number of other Boards/Board Committees each Director (being a Director of the Company as at the end of the financial year) is a Director/Chairman:
The Company has complied with the definition of Independence as per Clause 49 of the Listing Agreement and according to the Provisions of section 149(6) Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.
a)Brief description of the terms of reference
The terms of reference of the Audit Committee are comprehensive and cover the matters specified for Audit Committees under the Listing Agreements with stock exchanges. The Committee provides the Board with additional assurance as to the adequacy of Company's internal control systems and financial disclosures.
b)Composition, name of members and chairperson The Committee comprises
1.Mr. Vijay Chandra Puljal - Chairman (Non-Executive Director)
2.Mr. S V Ramachandra Rao - Member(Independent Non-Executive Director)
3.Mr. A Krishna Rao - Member (Independent Non-Executive Director)
c)Meetings and attendance during the year
During the year under review, the Committee met four times on 13th May, 2014; 11th August, 2014; 08th November, 2014; and 11th February, 2015.
5. Nomination and Remuneration Committee
The Company has a Nomination and Remuneration Committee. The Company is not paying any remuneration to the Directors. No sitting fee is paid to directors for attending the Meetings. a) Details of number of shares held by the Non-Executive/Independent Directors as on March 31, 2015
6. Shareholders'/Investors' Grievances Committee
A Committee of the Board, designated as 'Shareholder's/Investor's Grievances Committee' to specifically look into the redressal of shareholder/investor complaints and to strengthen investor relations.
a)Number of complaints received from shareholders: During the period under review, the Company has received and resolved and there were no pending complaints as at the yearend: Nil
b)Number of pending share transfers and complaints: Nil
c)Details of meetings and attendance by the members: The Committee has not met during the Financial Year
The Company has no operations during the year, as the assets of the Company had been taken over by Asset Reconstruction Company (India) Limited (ARCIL) under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. Assets been realised to make payment to Bankers and Creditors.
9.Compliance with Non-Mandatory requirements:
i)Shareholder Rights - The Company publishes its results on its website i.e, www.palcolimited.com which is accessible to the public at large. A half-yearly declaration of financial performance including summary of the significant events is presently not being sent to each household of shareholders. The Company's results for each quarter are published in an English newspaper having a wide national circulation and also in a Telugu newspaper having a wide circulation in Andhra Pradesh. Hence, half-yearly results are not sent to the shareholders individually.
ii)Audit qualifications - During the period under review, there is audit qualification that Company's financial statements are on a non going basis.
iii)This is because the total assets of the company has been taken over by ARCIL and been sold, due to which the company is unable to continue its operations.
iv)Training of Board members - The Company is yet to evolve a plan to train the Board members.
v)Mechanism for evaluating Non-Executive Board members - Yet to evolve
As regards other non-mandatory requirements, the Board has taken cognizance of the same and may consider adopting them in the future.
The Company has not yet adopted the CORPORATE GOVERNANCE VOLUNTARY GUIDELINES, 2009. The Board will adopt the same as and when deemed appropriate.
3. Means of communication
The quarterly/half-yearly/annual financial results of the Company are sent to the stock exchanges immediately after they are approved by the Board.
The quarterly/half-yearly/annual financial results of the Company are published in The Financial Express and Andhra Prabha and Prajashakti within 48 hours of the conclusion of the Board meeting.
12. General Shareholders Information:
1.Date, time and venue of Annual General Meeting
30th September, 2015 at 11:00 A.M. at Flat No. 501, Sri Ramchandra Residency, Madhapur Road, Kothaguda, Kondapur, Hyderabad -500084
2.Financial calendar (Tentative schedule)
Financial year : 1st April, 2015 to 31st March, 2016
Board meetings for approval of quarterly results:
1st Quarter ended on 30th June, 2015: within 45 days from the close of quarter.
2nd Quarter ended on 30th September, 2015: within 45 days from the close of quarter.
3rd Quarter ended on 31st December, 2015: within 45 days from the close of quarter.
Annual results for financial year ended 31st March, 2016 (audited): Within 60 days of the close of financial year.
Annual general meeting for the year 2015-16 : In accordance with Companies Act, 2013 and amendment if any.
3.Date of book closure (both days inclusive): 26th September, 2015 to 29th September, 2015 (both days inclusive)
4.Dividend payment due: N.A
5.Listing on stock Exchanges: The Bombay Stock Exchange Limited P. J. Towers, Dalal Street, Mumbai - 400001
6.Stock Code: BSE: Equity- 513405
7.Electronic connectivity; Central Depository Services (India) Ltd PhirozeJeejeebhoy Towers, 28th Floor Dalal Street, Mumbai - 400023
8.Registered Office (address for correspondence): Flat No.501, Sri Ramchandra Residency, Madhapur, Kothaguda, Kondapur, Hyderabad- 500084 A.P. India, Tel.No: +91 40 23117043/7045, 23114072 Fax No: +91 40 23117041 E-mail:firstname.lastname@example.org
9. Registrar and Transfer Agents Communication regarding share transfers and other related correspondence XL Softech Systems Limited 3, Sagar Society, Road No. 2, Banjara Hills, Hyderabad - 500 084 Note: Shareholders holding shares in electronic mode should address all correspondence to their respective depository participants
10. Share transfer System: Shares lodged for physical transfer at the Registrar's address are normally processed within a period of 15 days from the date of lodging, if the documents are clear in all respects. The shares duly transferred would be dispatched to the concerned shareholders within a week from the date of approval of transfers by the Share Transfer Committee.
14. Dematerialisation of shares and liquidity:
The Company's equity shares are in compulsory demat list. The International Securities Identification Number (ISIN) allotted to the Company's scrip is INE057C01018, 88.94 % of equity shares are held in dematerialised form as on March 31, 2015.
(c) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity.
During the financial year 2014-15, the Company has not issued any GDRs/ADRs and there are no outstanding warrants or any convertible instruments.
15.Plant locations: Not Applicable
16. Reconciliation of Share Capital Audit:
As stipulated by SEBI, a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL) and the total issued and paid-up capital. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is placed before the board of directors of the Company. The audit, inter alia, confirms that the 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 CDSIL and the total number of shares in physical form.
17. Corporate Identity Number (CIN):
Corporate Identity Number (CIN) of the company, allotted by the Ministry of Corporate Affairs, Government of India is L27203TG1989PLC010409.
18.Declaration of Code of Conduct:
The Board of Directors of M/s. Palco Limited, at their meeting held on 11th February, 2015, adopted the Code of Conduct for the Directors and also for the Company's senior management personnel. In accordance with Clause 49 II E 3 of the Listing Agreement with the stock exchanges, we here by confirm that, all the Directors of the Company have affirmed compliance with the aforesaid Code of Conduct as applicable to them for the financial year ended 31st March, 2015.
By Order of the Board for PALCO LIMITED
Vijay Chandra Puljal
Director(DIN : 00090286)
Date : 12.08.2015
Place : Hyderabad