CORPORATE GOVERNANCE REPORT
(In terms of SEBI circular no CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, compliances with the provisions of revised Clause 49 of the Listing Agreement is not mandatory for the Company. However as a part of good governance and disclosures to investors, the Company has decided voluntarily complying the same and accordingly disclosures are made to the best practical extent)
Company's Philosophy on Code of Governance
At Palsoft, we are committed to doing things the right way which means taking business decisions and acting in a way that is ethical and is in compliance with applicable legislation. Our Code of Business Principles is an extension of our values and reflects our continued commitment to ethical business practices across our operations. We acknowledge our individual and collective responsibilities to manage our business activities with integrity. Our Code of Business Principles inspires us to set standards which not only meet applicable legislation but go beyond in many areas of our functioning
The Board of Directors has adopted 'Corporate Governance Code' for the Company which is a statement of practices and the procedures to be followed by the Company. The copy of the code is available on Company's website www.palsoft.in
1. The Board of Directors
The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the Company and has been vested with requisite powers, authorities and duties. The Management Committee of the Company is headed by the Whole Time Director and has business / functional heads as its members, which look after the management of the day-to-day affairs of the Company.
The Board is composed of the mixture of Executive, Non Executive and Independent Directors as required under applicable legislation.
As on date of this Report, the Board consists of (5) Five Directors comprising (1) One Executive Whole-time Director, (3) Three Non- executive Independent Directors and (1) One Non Executive Director. The position of the Chairman of the Board is a Whole-time Director or Executive Director.
During the year Smt. Anubha Gupta was designated as the Whole-time Director and Sh. Prahlad Rai Sarda was appointed as the Chief Financial Officer.
The details of each member of the Board along with the number of Directorship(s) / Committee Membership(s)/Chairmanship(s) are provided hereinbelow:
Board Meetings and attendance:
Six Board Meetings were held during the Financial Year 2014-15 and the gap between two meetings did not exceed four months.
During the Financial Year ended 31st March, 2015 board meeting held on 30th May, 2014 , 12th August, 2014, 30th September, 2014, 29th October, 2014, 13th November, 2014 and 13th February, 2015.
2. Committees of the Board
The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities which concern the Company and need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action.
The minutes of the meetings of all Committees are placed before the Board for review. The Board Committees can request special invitees to join the meeting, as appropriate. The Board has currently established the following statutory and non-statutory Committees.
I. Audit Committees
The Company's Audit Committee comprises of three Members. The Audit Committee is headed by Mr. Naresh Kumar Gupta and has Mr. Naveen Gupta, Smt. Anubha Gupta as its members and Ms. Payal Gupta act as the Secretary of the Committee upto 29.10.2014.
All the members of the Committee have relevant experience in financial matters.
The broad terms of reference of the Audit Committee are as follows:
a) overseeing the Company's financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible;
b) reviewing and examination with management the quarterly financial results before submission to the Board
c) review management discussion and analysis of financial condition and results of operations;
d) scrutiny of inter-corporate loans and investments made by the Company;
e) reviewing with management the annual financial statements as well as investments made by the unlisted subsidiary companies;
f) reviewing, approving or subsequently modifying any Related Party Transactions in accordance with the Related Party Transaction Policy of the Company;
g) approving the appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
h) recommending the appointment, remuneration and terms of appointment of Auditors viz., Statutory Auditor, Secretarial Auditor, and Internal Auditor of the Company and approval for payment of any other services;
i) reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
j) reviewing management letters / letters of internal control weaknesses issued by the Statutory Auditors;
k) discussing with Statutory Auditors, before the audit commences, on the nature and scope of audit as well as having post-audit discussion to ascertain area of concern, if any;
l) recommending appointment, remuneration and terms of appointment of Internal Auditor of the Company;
m) reviewing the adequacy of internal audit function and discussing with Internal Auditor any significant finding and
n) reviewing the progress of corrective actions on such issues;
o) evaluating internal financial controls and risk management systems;
p) valuating undertaking or assets of the Company, wherever it is necessary;
q) reviewing the functioning of the Whistle Blowing mechanism;
The meetings of Audit Committee are also attended by the Chief Financial Officer and Internal Auditor as special invitees. The minutes of each Audit Committee meeting are placed and confirmed in the next meeting of the Board. The Audit Committee also meets the internal and external auditors separately, without the presence of Management representatives.
The Audit Committee met four times during the Financial Year ended 31st March, 2015 viz., 30th May, 2014 , 12th August, 2014, 13th November, 2014 and 13th February, 2015. All the members of the Committee duly attended all the meetings held during the financial year ended on March 31, 2015.
II. Nomination and Remuneration Committee.
The Nomination and Remuneration Committee comprises Mr. Naresh Kumar Gupta as the Chairman and Mr. Naveen Gupta and Mr. Rajendra Prasad Daga as members of the Committee. In terms of Section 178 (1) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee should comprise of at least three Directors; all of whom should be Non-Executive Directors. At least half of the Committee members should be Independent with an Independent Director acting as the Chairman of the Committee.
The broad terms of reference of the Nomination and Remuneration Committee are as follows:
a. Determine/ recommend the criteria for appointment of Executive, Non-Executive and
Independent Directors to the Board;
b. Determine/ recommend the criteria for qualifications, positive attributes and independence of Director;
c. Identify candidates who are qualified to become Directors and who may be appointed in the Management Committee and recommend to the Board their appointment and removal;
d. Review and determine all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonuses, stock options, pension etc;
e. Review and determine fixed component and performance linked incentives for Directors, along with the performance criteria;
f. Review and determine fixed component and performance linked incentives for Directors, along with the performance criteria;
g. Determine policy on service contracts, notice period, severance fees for Directors and Senior Management;
h. Formulate criteria and carryout evaluation of each Director's performance and performance of the Board as a whole.
Nomination and Remuneration Policy
Remuneration to Executive Director
The appointment and remuneration to executive director or Whole time Director is governed by the recommendation of the Nomination and Remuneration Committee, resolutions passed by the board of the Directors and shareholders of the company. Payment of remuneration to Executive Directors is governed by the respective Service Agreements executed between them and the Company.
Presently, the Company does not have a scheme for grant of stock options for performance linked incentives for its Directors.
Remuneration to Non Executive Director
No sitting fees was paid during the Financial Year 2014- 15. The Non executive Independent Directors do not have any material pecuniary relationship or transaction with the Company.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Board or Committees.
The performance evaluation of the Chairman and the Non independent Directors was carried out by the Independent Directors. The Directors express their satisfaction with the evaluation process.
The Nomination and Remuneration Committee met two times during the Financial Year ended 31st March 2015 viz., 12th August, 2014, and 29th October, 2014.
III. Stakeholder's Grievance Committee
The Stakeholders' Grievance Committee is comprised of Mr. Naresh Kumar Gupta as the Chairman and Mr. Naveen Gupta and Smt. Anubha Gupta as its member and Ms. Payal Gupta Ex Officio Officer cum Secretary of the Committee upto 29.10.2014.
The role of Stakeholders' Grievance Committee is as follows:
1. consider and resolve the grievances of shareholders of the Company with respect to transfer of shares, non-receipt of annual report, non-receipt of declared dividend, etc;
2. ensure expeditious share transfer process in line with the proceedings of the Share Transfer Committee;
3. evaluate performance and service standards of the Registrar and Share Transfer Agent of the Company;
4. provide guidance and make recommendations to improve investor service levels for the investors.
The Stakeholder Grievance Committee met four times during the Financial Year ended 31st March,2015 viz., 30th May, 2014, 12th August, 2014, 13th November, 2014 and 13th February, 2015.
No Complaints were received during the year ended on March 31, 2015
• Whistle Blower Policy
The Code of Business Principles (CoBP) is the Company's statement of values and represents the standard of conduct which all employees are expected to observe in their business endeavors. The Code reflects the Company's commitment to principles of integrity, transparency and fairness. The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. Alternatively, employees can also send written communications to the Company. The employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.
• Related Party Transactions
None of the transactions with any related parties was in conflict with the interest of the Company.
• Affirmation and Disclosure
All the members of the Board and the Management Committee have affirmed their compliance with the Code of Conduct as on 31st March, 2015 and a declaration to that effect, signed by the Whole Time Director, is given below and forms part of this Report. There were no materially financial or commercial transaction, between the Company and members of the Management Committee that may have a potential conflict with the interest of the Company at large.
All details relating to financial and commercial transactions where Directors may have a pecuniary interest are provided to the Board and the interested Directors neither participate in the discussion nor vote on such matters.
To the Shareholders of Palsoft Infosystems Limited.
Sub: Compliance with the Code of Conduct I hereby declare that all the Board members and the Senior Management personnel have affirmed Compliance with the Code of Conduct as adopted by the Board of Directors.
Sd/- Smt. Anubha Gupta
Whole Time Director DIN: 02914072
Date: August 26, 2015, Place: Jaipur
• Secretarial Standards and Secretarial Audit Report The Company is in compliance with relevant Secretarial Standards issued by the Institute of Company Secretaries of India, which were recommendatory in nature and Company voluntarily decided to adhere to the same.
The Company has also undertaken Secretarial Audit for the year 2014-15 in compliance with the Section 204 of the Companies Act, 2013, and the Rules made under the Act. This Audit interalia covers the audit of Companies Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999 etc. The Secretarial Audit Report is forming part of this Annual Report.
• Whole- time Director/CFO Certification
The Whole Time Director and CFO have certified to the Board of Directors, inter- alia, the accuracy of financial statements and the adequacy of the Internal Controls for the financial reporting purpose as required under Clause 49 of the Listing Agreement, for the Year ended March 31, 2015.
The said Certificate is appended in the [Annexure- 5] forms the part of the Annual Report
• Details of Non compliance by the Company, penalties, stricture imposed on the Company by the Stock Exchange, SEBI or any statutory authorities on any matter related to capital markets.
The Company has complied with all the requirements of the Stock Exchanges/ the Regulations and guidelines of SEBI and other statutory Authorities on all matters relating to capital markets. No penalties or strictures have imposed by SEBI, Stock Exchanges or any statutory authorities on matters relating to capital markets during the last three years.
• Details of Compliance with mandatory requirement and adoption of the non- Mandatory requirement of this Clause The details of mandatory requirements are mentioned in this Report and adoption of Non mandatory requirements is as under:
It is always Company's endeavor to present unqualified financial statements.
5. Means of Communication
1. Quarterly results - which newspaper normally published in 'Financial express' (English) and ' Riwaj Rajasthan Ki' (Hindi)
2. Email id for Investor Grievances email@example.com
3. Website of the Company www.palsoft.in
4. Registrar and Share Transfer Agent M/s MCS Transfer Agent Limited
F-65, Okhla Industrial Area Phase-1, New Delhi- 110020 Ph.: 011-41406149
5. Address of Registered office & Secretarial Department
D-469, Road No 9A, Vishwakarma Industrial Area, Jaipur 302013
6. General Share Holders Information
• Annual General Meeting for the financial year 2014-15
Date September 30, 2015
Venue D-469, V.K.I Area, Road No. 9A, Jaipur- 302013
Time 11.00 AM
Book Closure Date Wednesday September 23, 2015 to Wednesday September 30, 2015 (both days inclusive)
Last Date of receiving Proxy Forms September 28, 2015 before 11.00 A.M.
AGM related to the financial Year 2014-15
Commencement of remote e-voting September 26, 2015 at 9.00 a.m. (IST)
End of remote e-voting September 29, 2015 at 5.00 p.m. (IST)
• Listing on Stock Exchange at:
The Equity Shares of the Company are listed at the following Stock Exchange:
S. No Name of Stock Exchanges 1. BSE Limited
Address PJ Towers, Dalal Street, Mumbai- 400023
Listing Fees Paid upto 2014-15
Stock Code :511597
• Tentative Calendar for the Financial Year 2015-2016
S.No Particulars of Quarter Tentative Dates
a) First Quarter Results By mid of August' 2015
b) Second Quarter Results & Half Yearly Results By mid of November' 2015
c) Third Quarter Results & Nine months Results By mid of February' 2016
d) Fourth Quarter & Annual Results By end of May' 2016
• Share Transfer System
Share transfers are registered and returned by the Registrar and Share Transfer Agent within a period of 30 days from the date of receipt, if the documents are proper and completed in all respects.
• Registrar and Transfer Agents
M/s MCS Transfer Agent Limited
F-65, Okhla Industrial Area Phase-1, New Delhi- 110020
Ph.: 011-41406149 Email: firstname.lastname@example.org
The Company's shares were not traded on the stock exchange on a daily basis. Hence, the high and low prices of the shares are given as and when traded.
• Address for Correspondence
Address of Registered office & Secretarial Department:
D-469, Road No 9A, Vishwakarma Industrial Area, Jaipur 302023
Ph.: 0141- 2333994
• Outstanding GDRs/ADRs/ Warrants or any convertible instruments As on date there are no GDRs/ ADRs / Warrants or any other instrument.
• Dematerialization of shares and liquidity
76.29% of the equity shares of the Company have been dematerialized as on March 31, 2015. The Company has entered into Agreements with National Securities Depository Limited and Central Depositories Securities Limited.