CORPORATE GOVERNANCE REPORT
The Directors present the Company's Report on Corporate Governance for the year ended 31stMarch, 2015.
1. COMPANY'S PHILOSOPHY
Corporate Governance is an integral part of values, ethics and the best business practices followed by the Company. The basis of Corporate Governance envisages optimal utilization of resources for enhancing the values of the enterprise by effectively monitoring executive performance and supporting the entrepreneurship spirit and to ensure ethical behavior of the enterprise in honoring and protecting the rights of all stakeholders, including discharge of social responsibility, through highest level of transparency and accountability in all facets of its operations. The core values of the Company are:
• Caring for people.
• Integrity including intellectual honesty, openness, fairness S trust.
• Commitment to excellence and customer satisfaction.
The Company has in place a Code of Corporate Ethics and Conduct reiterating its commitment in interface with stakeholders and clearly laying down the core values and corporate ethics to be practiced by its entire management cadre. The Company strives to set and achieve high standards of Corporate Governance. The very essential characteristics of the Company are transparent functioning, social responsiveness and accountability towards shareholders.
The Corporate Governance structure of the Company is as follows:
a) Board of Directors: The Board is entrusted with the ultimate responsibility of the management, directions and performance of the Company.
b) Committees of the Board: The Board has constituted the following Committees i.e. Audit Committee, Nomination S Remuneration Committee, Stakeholder's Relationship Committee S. Each of the Committee has been mandated to operate within a given framework.
This year's annual report has made substantial disclosures on the Board of Directors, financial performance, which are as follows:
2. BOARD OF DIRECTORS:
Size & Composition of the Board
As on 31stMarch, 2015, the Board of the Company consists of 5 directors out of which 1 is Executive Director, 2 are Non Executive Independent Directors and 2 are Non-Executive Directors, and the Chairman of the Board is Non-Executive Director. The details of each member of the Board along with the number of Directorship/Chairmanship/Committee Membership are as given below:
The Non-Executive Independent Directors fulfill the conditions of Independence as specified in Section 149(6) of Companies Act, 2013 and rules made there under and meet with the requirements of Clause 49 of Listing Agreement entered into with the Stock Exchanges.
A formal letter of appointment was issued to the Independent Directors of the company in the manner as provided under the Companies Act, 2013 and disclosed on the website of the Company.
Further, the details regarding programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are put on the website of the Company at the link: <http://www.panindiacorp.com/> familirisation_policy.pdf which is also explained in the Director's Report.
Details of Board Meetings
The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice of each Board Meeting is given in writing to each Director. The Agenda along with the relevant notes and other material information are sent in advance separately to each director.
During the Financial Year 2014-2015 nine Board Meetings were held 26/05/2014, 27/05/2015, 11/08/2014, 06/09/2014, 30/09/2014, 14/11/2014, 27/ 11/2014, 13/02/2015, and 25/03/2015. The intervening period between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013and Listing Agreement. COMMITTEES OF THE BOARD
The Board of Directors has constituted the board Committees to deal with specific areas and activities, which concern the Company and need a closer view.
The Board has currently the following Committees:
(3) AUDIT COMMITTEE
The board has re-constituted the audit committee in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement to exercise powers and discharge functions as stipulated there in.
The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and Clause 49 of Listing Agreement. The present Audit Committee of the Board comprises three members Mr. Harish Kumar Chauhan, Non Executive Independent Director is the Chairman of the committee and Mr. Ankit Rathi, Managing Director and Ms. Preeti Sharma, Non Executive Independent Director are members of the committee. All the members of the committee are well versed in finance matters, accounts and general business practice.
Terms of Reference:
POWER OF AUDIT COMMITTEE
The Audit Committee shall have powers, which should include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
ROLE OF AUDIT COMMITTEE
The role of Audit Committee includes the review of the following:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. 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 systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee
RELATED PARTY TRANSACTION
The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company (<http://> www.panindiacorp.com/RelatedPartyPolicy-vL2.pdf). The same has been referred in Directors Report also.
(4) Nomination & Remuneration Committee
The board has constituted the Nomination and Remuneration committee in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement and also redefine their terms of reference in compliance with the provisions of Companies Act, 2013 and Listing Agreement
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:
The composition, quorum, powers, role and scope are in accordance with Section 178 of Companies Act, 2013 and Clause 49 of Listing Agreement. The Nomination & Remuneration Committee of the Board comprises three members. Mr. Harish Kumar Chauhan, Non Executive Independent Director, Chairman of the Committee and Mr. Vijay Pal Shukla, Non Executive Director and Ms. Preeti Sharma, Non Executive Independent Director are members of the committee.
The present composition of Nomination and Remuneration Committee is as follows:
TERMS OF REFERENCE
The role of Nomination and Remuneration Committee includes the following
1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; 2). Formulation of criteria for evaluation of Independent Directors and the Board;
3) Devising a policy on Board diversity;
4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
The Remuneration Policy of the Company for Directors, Key Managerial Personnel and Senior Management is annexed as Annexure D to the Director's Report. The Company's remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in accordance with the existing industry practice.
Further, the evaluation of all the directors and the Board as a whole and that of its committee was conducted based on the criteria and framework adopted by the Board, which was explained in the Director's Report.
The tenure of the office of the Managing Director is for 3 years from the respective date of his re-appointment i.e. 14th September, 2014 and tenure of Independent Director is for 5 years from the conclusion of 30th Annual General Meeting i.e. 30th September, 2014 and can be terminated by either party by giving one month advance notice in writing. There is no separate provision for payment of severance fees.
Further, there was no pecuniary relationship or transactions of the non-executive director's vis-a-vis the company and non-executive directors do not hold any shareholding in the company.
(5) STAKEHOLDERS RELATIONSHIP COMMITTEE
The board has constituted the Stakeholders Relationship committee in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement and also redefines their terms of reference in compliance with the provisions of Companies Act, 2013 and Listing Agreement COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:
The composition, quorum, powers, role and scope are in accordance with Section 178 of Companies Act, 2013 and Clause 49 of the Listing Agreement. The Stakeholders Relationship Committee of the Board comprises of two members. Mr. Vijay Pal Shukla, Non-Executive Director, is the Chairman of the committee. The other member of Stakeholders Relationship Committee includes Mr. Ankit Rathi, Managing Director
MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE:
a) The Stakeholders Relationship Committee is entrusted with the responsibility to resolve the grievances of security holders. The Committee monitors and reviews the performance and service standards of the Registrar and Share Transfer Agents of the Company i.e. Abhipra Capital Limited and provides continuous guidance to improve the service levels for investors. The Committee received and redresses the complaints of the shareholders in respect of matters pertaining to transfer of shares, non-receipt of Annual Report, dematerialization of shares, non-receipt of declared dividend etc
INDEPENDENT DIRECTOR'S MEETING
During the year under review, the Independent Directors met on 13thFebruary, 2015, inter alia, to discuss:
i) Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole.
ii) Evaluation of performance of the Chairman of the Company, taking into account the views of Executive & Non-Executive Directors.
iii) Evaluation of quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties
1. Disclosures on materially significant related party transactions that may have potential conflict with the interests of company at large.
During the period under review, the company had not entered into any material transaction with any of its related party. None of the transactions with any of related parties were in conflict with the company's interest. All related party transactions are on arm's length basis and are intended to further the company's interest.
2. Details of non-compliance by the company, penalties and strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
There has been no non compliance by the Company nor were any penalties or strictures imposed on the Company by Stock Exchanges, SEBI or any other statutory authority on any matter related to capital markets during the last three years.
3. Whistle Blower policy and affirmation that no personnel have been denied access to the audit committee.
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has a Whistle Blower Policy for Directors & employees to report to the management about the unethical behavior, fraud or violation of Company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of employees and directors who use such mechanism and makes provision for direct access to the Chairperson of Audit Committee. None of the personnel of the Company has been denies access to the Audit Committee.
4. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause
The Company has complied with all the mandatory requirements of Clause 49. As regard the non-mandatory requirements, Company tries to implement them to the extent possible.
A certificate duly signed by the Managing Director relating to financial statements and internal controls and internal control systems for financial reporting as per the format provided in Clause 49 (IX) of the listing agreement was placed before the Board, who took the same on record.
1. Profile and other information regarding the Directors being appointed/re-appointed as required under clause 49 (VIII) (E) of the Listing Agreement have been given in the Notice of the Annual General Meeting annexed to this Annual Report.
As a matter of policy, the company will display the official news release at its website, whenever applicable. There were no instances during the year, which requires the company to make any presentation before institutional investor or to the analyst.
9. SHAREHOLDERS' GENERAL INFORMATION
(1) Annual General Meeting
Day, Date and Time: Wednesday, 30lh September, 2015 at 9:00 a.m. Venue: Plot No. 122, Mahalaxmi Vihar, Karawal Nagar, Delhi- 110094
(2) Financial Calendar (Tentative) for the Financial Year 2015 - 2016
Tentative calendar of events for the financial year 2015 - 2016 (April to March) is as under: Adoption of Quarterly Financial Results for:
First Quarter - by mid of August, 2015
Third Quarter-by mid of February, 2016
Second Quarter-by mid of November, 2015
Fourth Quarter- by mid/end of May, 2016
(3) Book Closure
The Register of Members and Share Transfer Register will remain closed from 28.09.2015 to 30.09.2015 on account of Annual General Meeting.
(4) Dividend Payment Date
No dividend has been recommended for the year ended 31stMarch, 2015.
(5) Listing at Stock Exchanges EQUITY SHARES
8. Registrar & Share Transfer Agents:
Pursuant to the SEBI directive, the Company has appointed M/s Abhipra Capital Limited as Share Transfer Agent for maintaining all the work related to share registry in terms of both physical and electronic form. Shareholders can communicate with them for lodgment of transfer deeds and their queries at the following address: Abhipra Capital Limited A-387-Abhipra Complex, Dilkhush Industrial Area, G.T. Karnal Road, Azadpur, New Delhi - 110 033 Phone: 011-011-42390909, Fax: 011-27215530 E-Mail ID: email@example.com Contact Person: Mr. Jeewat Rai- Vice President
10. Share transfer system:
Transfers of Equity Shares are handled by Abhipra Capital Limited. The transferee is required to furnish transfer deed duly completed in all respects together with share certificate to Abhipra Capital Limited at the above address in order to enable the Registrar and transfer agent to process the transfer.
The committee normally attends to share transfer formalities once in a fortnight. De-mat requests are normally confirmed within 21 days from the date of receipt of request. The Company obtains from a company secretary in Practice half yearly Certificate of compliance with the share transfer formalities as required under Clause 47(c ) of the listing Agreement and files a copy of the said certificate with Stock Exchange
12. Dematerialization of shares:
Pursuant to the SEBI directive, to enable the shareholders to hold their shares in electronic form, the company has enlisted its shares with National Securities Depository Limited (NSDL) & Central Depository Services (India) Ltd. (CDSL). Company has been allotted ISIN No. INE -376A01032. As at 31.03.2015, 2, 72, 15,580 Equity Shares were held in de-mat form in CDSL and 7, 84, 06,614 shares were held in de-mat form in NSDL.
13. Outstanding GDR'S/ADR's/ Warrants or any Convertible instruments, conversion date and likely impact on equity. There are no Outstanding GDR'S/ADR's/ Warrants or any Convertible instruments.
14. Plant Location
The Company does not have any manufacturing activity.
15. Address for correspondence: Pan India Corporation Limited 1111, 11th Floor, New Delhi House, 27, Barakhamba Road, New Delhi-110001