REPORT ON CORPORATE GOVERNANCE
The Company is regular in complying with the mandatory requirements of the Code of Corporate Governance.
Company's Philosophy on Code of Corporate Governance:
Company's philosophy on code of corporate governance is to observe the highest level of ethics in all its dealings to ensure the efficient conduct of the affairs of the company. PCIN follows good Corporate Governance practices with highest level of transparency, fairness, independence, accountability, responsibility, integrity and ethics. This has resulted in provision of quality product and services to the Customer and consequent growth of healthy business, strengthening of Management and Decision making process, effective functioning of Board of Directors in a professionally sound and competent manner and enhancement of long term economic value of Shareholders. PCIN has undertaken several proactive measures towards maintaining the highest standards of governance which include the following:
Board of Directors:
The Board functions as a full Board and it meets at regular intervals. Policy formulation, evaluation of performance and control functions vest with the Board.
The Board comprises of one Executive Director and Five Non-Executive Directors including four Independent Directors. The Chairman of the Board is a Non-executive Director.
During the Financial Year ended 31st March, 2016, four Board Meetings were held on 7th May, 2015, 23rd July, 2015, 5th November, 2015 and 12th February, 2016.
The last Annual General Meeting was held on 23rd July, 2015.
The composition of the Board, attendance of each Director at the Board Meetings held during the year under review as well as in the last Mr. Chiaki Kidani is nominated by our Collaborators and employed in Japan.
Information about the Directors proposed to be appointed/re-appointed required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Regulations, 2015) is furnished under 'Notes' attached to the Notice of the 34th Annual General Meeting to the Shareholders of the Company.
None of the Directors of the Company was a member of more than 10 Committees of the Board as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or was a Chairman of more than 5 such Committees across all Companies in which he was a Director.
1. Audit Committee:
Terms of Reference:
The Audit Committee reviews the audit reports submitted by the Internal Auditors and Statutory Auditors, financial results, effectiveness of internal audit processes and the Company's risk management strategy. It reviews the Company's established systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 read with Schedule II of the SEBI Regulations, 2015. The Committee is vested with the necessary powers, as defined in its Charter, to achieve its objectives.
Composition and Attendance:
The Company has an Audit Committee of the Board consisting of three Non Executive Independent Directors and the Managing Director. The Audit Committee met four times during the financial year ended 31st March, 2016 i.e on 7th May, 2015, 23rd July, 2015, 5th November, 2015 and 12th February, 2016.
The Quorum shall be either two Members or one-third of the Members, whichever is higher and there shall be a minimum of two Independent Directors. The Company Secretary, Mr. R. Manoranjan, is the Secretary of the Committee. The representative of Statutory Auditor and Internal Auditor as well as Chief Financial Officer are permanent invitees to the Committee.
2. Stakeholders Relationship Committee: Terms of Reference:
The Stakeholders Relationship Committee oversees, inter-alia, redressal of shareholder and investor grievances, transf transmission/transposition of shares, Split, consolidation, issue of duplicate shares certificates, recording dematerialisatio rematerialisation of shares and related matters.
Mr. R. Manoranjan, Company Secretary acts as the Compliance Officer to the Committee. During the financial year seventeen meetings of the Stakeholders' Relationship Committee were held.
During the year, one complaint was received from shareholders and investors. All the complaints have been resolved to the satisfaction of the complainants and no investor complaint was pending at the beginning or at the end of the year. The Company has acted upon all valid requests for share transfers received during the year 2015-16 and no share transfer is pending at the end of the year.
3. Corporate Social Responsibility Committee:
The Board of Directors has constituted "Corporate Social Responsibility Committee" (CSR) as required under Section 135 of the Companies Act, 2013. The Committee comprises of 4 Members. The Chairman of the Committee is a Non - executive and Independent Director.
The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoring the same from time to time, amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR Projects.
The quorum for the CSR Committee Meeting shall be either one-third of its members or two members, whichever is higher. Mr. R. Manoranjan, Company Secretary, acts as the Secretary to the Committee. During the year the Committee had one meeting i.e. on 5th November, 2015 which were attended by all the four members of the committee.
4. Nomination and Remuneration Committee:
Terms of Reference:
This Committee shall identify the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also shall carry out evaluation of every director's performance. Committee shall also formulate the criteria for determining qualifications, positive attributes, independent of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
Composition & Meetings:
The Committee was constituted to determine and recommend payment of Remuneration to Executive Director.
The Committee met during the year on 7th May, 2015 and 12th February, 2016 to determine and recommend the appointment of Directors, reappointment and revision in Remuneration payable to the Managing Director. The quorum for the Meeting shall be any two of the above three Members. The Company Secretary, Mr. R. Manoranjan is the Secretary of the Committee.
5. Remuneration of Directors: Executive Director:
The Company has one Executive Director. Mr. R. Senthil Kumar, the Managing Director and his re-appointment and Remuneration was approved by the Shareholders at the Annual General Meeting held on 25th July, 2013 for a period of three years effective from 23rdApril, 2013 to 22nd April, 2016. The present term of appointment of Mr. R. Senthil Kumar expired on 22nd April, 2016.
The Board of Directors of the Company based on the recommendation of Nomination and Remuneration Committee meeting held on 12th February, 2016 re-appointed Mr. R. Senthil Kumar as Managing Director of the Company subject to approval of the Shareholders and subject to such other approvals as may be required, for a further period of one year effective from 23rd April, 2016.
The Executive Director is not paid any sitting fees for the Board Meetings or for any Committees of the Board attended by him.
The above Whole-time Director had been nominated by the Collaborators, M/s. Panasonic Corporation, Japan. Non-Executive Directors:
The Board of Directors decided to pay the Remuneration to Non-Executive Directors by way of Sitting Fees for the Meetings of the Board / Committees of the Board attended by them and by way of commission up to a total of one percent on the Net Profits of the Company in each Financial Year. None of the Non-Executive Directors of your Company have any pecuniary relationship or material transactions with the Company except for Sitting Fees paid to them for attending Board Meetings and Committee Meetings thereof and Commission on Net Profits.
The Company has not issued Stock Options to any of its Directors. There is no differential Accounting Treatment followed in the Company during the Financial Year 2015-16.
The details of Remuneration paid to the Non-Executive Directors are as under:
6. Whistle Blower Policy:
The Company has formulated a Whistle Blower Policy and established a Vigil Mechanism for Directors and Employees and the same has been disclosed on the Company's website at www.panasoniccarbon.co.in. The Management affirms that no personnel has been denied access to the Audit Committee during the year 2015-16.
7. Meeting of Independent Directors:
The Independent Directors of the Company had met during the year on 12th February, 2016 to review the performance of non- Independent Directors, Chairperson of the Company and the Board as a whole. They had assessed the quality, quantity and timeliness of flow of information between the company management and the Board.
8. Risk Management:
Mr.V.R.Gupte, Independent Director is the Chairman of the Committee and Mr.A.Raghavendra Rao, Independent Director, Mr.K.Subramanian, Independent Director and Mr. R. Senthil Kumar, Managing Director are the other members of the Committee. The Company Secretary acts as the Secretary to the Committee. The roles and responsibilities of the Risk Management Committee are as prescribed under Regulation 21 of the Listing Regulations and includes monitoring and review of risk management plan on a quarterly basis and reporting the same to the Board of Directors periodically as it may deem fit, in addition to any other terms as may be referred by the Board of Directors, from time to time.
(i) Related Party Transactions:
The Company has adopted a policy on dealing with related party transactions and the same is discolsed at www.panasoniccarbon.co.in
The Company sells carbon rods to Battery manufacturers which are subsidiaries of parent company for the past so many years. All such transactions were on an arm's length basis and in the ordinary course of business.
In accordance with Regulation 27(2)(b) of SEBI Regulation 2015 all material transactions with related parties have been disclosed quarterly along with the compliance report on Corporate Governance. Following are the two material related party transactions for the year ended 31st March, 2016.
For the details of all related party transactions as required by the Accounting Standard 18 on "Related
Party Disclosures" issued by the Institute of Chartered Accountants of India, please refer Note No 33 of notes to the Audited Financial Statements for the year ended 31st March, 2016.
ii) Compliances by the Company:
(a) The Company has complied with the requirements of the Stock Exchanges, SEBI and other Statutory Authorities on all matters related to Capital Markets and no penalties/strictures have been imposed on the Company in the last three years.
(b) The Company complied with Mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has not adopted the non-mandatory requirements.
(c) The Senior Management Personnel have informed the Board in accordance with Regulation 26(5) of the SEBI Regulation, 2015 that they are not having any personal interest in material, commercial and financial transactions of the Company that may have potential conflict with the interest of the Company at large.
(d) The Company has issued formal appointment letters to all Independent Directors and the terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company at www.panasoniccarbon.co.in. The appointments of Independent Directors are in compliance with Regulation 25(1) and (2) of SEBI Regulation, 2015.
(e) None of the Non-executive Director has any pecuniary relationship or transactions with the Company.
10. Means of Communication:
The Board of Directors of the Company approve and take on record the Financial Results as per the Performa prescribed by the Stock Exchange within the statutory period and announce forthwith the said results to the Stock Exchange, where the Shares of the Company are listed.
The Quarterly and Annual Financial Results are published in Business Line and Maalai Suder. These results are promptly submitted to the Stock Exchanges to enable them display the same on their Websites. The Financial Results are made available at the Website of the Company - www.panasoniccarbon.co.in The Company is also filing the specified documents/statements/informations as per SEBI directive within the stipulated time. During the year ended 31st March, 2016 no presentation has been made to Analysts. The Management Discussion and Analysis Report are appended separately to this report.
11. Compliance with Code of Conduct:
The Company has adopted a code of conduct for the Managing Director, Senior Management Personnel and other employees of the Company. The updated Code incorporate the duties of Independent Directors. The Code is available on the website of the Company. The Managing Director has given a declaration that the members of the
Board of Directors and Senior Management Personnel have affirmed compliance with the Code of conduct for the year ended 31st March, 2016
12. General Shareholders Information:
Annual General Meeting Date and time
29th July, 2016; 2.30 p.m.
Date of payment of dividend
5th August, 2016
Hotel Benzz Park, No.62, Thirumalai Pillai Road, T. Nagar, Chennai-600017
25th May, 2016
Book Closure Date
23rd July, 2016 to 29th July, 2016
BSE Stock Code
1st April to 31st March
Rate of dividend
100% (Rs. 10/- per share)
Corporate Identity Number of the Company (CIN)
15. Financial calendar (tentative) results for the quarter ending
June 30th , 2016 :3rd /4th week of July, 2016
September 30th, 2016: 3rd /4th week of October, 2016
December 31st 2016 :3rd /4th week of January, 2017
March 31st , 2017 :3rd /4th week of May, 2017
13. Listing on Stock Exchanges:
The Company's Securities are listed with BSE Ltd. The company confirms that it has paid the Annual Listing Fees to the said stock exchange for the financial year 2015-16 and there are no arrears.
14. Registrars and Share Transfer Agents:
M/s.Cameo Corporate Services Ltd., are the Registrars and Share Transfer Agents for providing electronic connectivity for trading Company's Scrips in Dematerialized form through NSDL and CDSL and also for shares held in Physical mode. All matters connected with share transfer, transmission, duplicate Share certificates are handled by the share transfer agent. Share transfers are processed within 15 days of lodgement. A practising company secretary certifies on a quarterly basis the timely dematerialization of shares of the company.
Name of Contact Person:
M/s. Cameo Corporate Services Ltd., "Subramanian Building", No.1, Club House Road, Chennai 600 002
Mr.R.D.Ramasamy, Director, Phone.No: 0091-44-28460390 (5 Lines) Fax No. : 0091-44-28460129 E-mail : firstname.lastname@example.org
15. Share Transfer System:
Share transfers are registered and returned in the normal course within a period of 15 days from the date of receipt. Requests for dematerialisation of shares are processed and confirmation thereof is given to the respective depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services India Limited (CDSL) within the statutory time limit from the date of receipt of share certificates provided the documents are complete in all respects.
16. Dematerialization of Shares and Liquidity:
The Company's shares are available for trading in the Depository System of both the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2016, 97.52% of the paid up share capital representing 46,81,322 Equity Shares of the Company including promoter and Collaborators holding are in Dematerialized form.
Considering the advantages of dealing in shares in electronic / dematerialized form, shareholders still holding shares in physical form are requested to dematerialize their shares at the earliest. For further information / clarification / assistance in this regard, please contact M/s. Cameo Corporate Services Limited, the Registrar and Share Transfer Agent or the Company Secretary, M/s. Panasonic Carbon India Co. Ltd. As per the directions of SEBI, Equity Shares of the Company can be traded by all the investors only in dematerialized form. The Company's Shares are actively traded on BSE Limited.
Members who have not so far encashed their dividend warrant(s) are requested to seek revalidation of dividend warrants in writing to the Company Secretary, M/s. Panasonic Carbon India Co. Ltd immediately. Members are requested to note that no claims shall lie against the Company in respect of any amounts which were unclaimed and unpaid for a period of seven years from the dates that they first became due for payment and no payment shall be made in respect of any such claims.
Members are also advised to update their correspondence address in their demat accounts in case of their holdings in electronic form or inform their latest correspondence address to the Registrars, M/s. Cameo Corporate Services Limited in case of holdings in physical form.
17. Reconciliation of Share Capital Audit:
A quarterly audit was conducted by a practising company secretary, reconciling the issued and listed capital of the company with the aggregate of the number of shares held by investors in physical form and in the depositories and the said certificates were submitted to the stock exchanges within the prescribed time limit. As on 31st March, 2016 there was no difference between the issued and listed capital and the aggregate of shares held by investors in both physical form and in electronic form with the depositories.
18. E-voting/Ballot Voting:
In terms of requirements of the Companies Act, 2013 and the relevant Rules, the Company has provided 'remote e-voting' (e-voting from a place other than venue of the AGM) facility through Central Depository Services (India) Limited (CDSL) as an alternative, for all members of the Company to enable them to cast their votes electronically, on the resolutions mentioned in the notice of the 34th Annual General Meeting of the Company.
The facility for voting, through ballot / polling paper shall also be made available at the venue of the 34th Annual General Meeting. The members attending the meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the Annual General Meeting.
The Company has appointed M/s. Rabi Narayan & Associates, Practicing Company Secretaries, Chennai as the Scrutinizer for conducting the remote e-voting and the voting process at the Annual General Meeting in a fair and transparent manner. The instructions for shareholders voting electronically are provided in the notes to the Notice of 34th Annual General Meeting.
19. CEO/ CFO Certification
The Managing Director & CEO and the Chief Financial Officer of the Company have certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31st March, 2016.
20. Prevention of Insider Trading:
In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992, the company has instituted a code of conduct for prohibition of insider trading in the company's shares.
21. Outstanding GDR/ADR/Warrants or any convertible instruments conversion date and likely impact on equity
22. Plant/Factory Location:
Tada Mandal, Nellore District, Andhra Pradesh- 524 401
Phone: 08623 - 249126 / 249108 Fax: 08623 - 249049
23. Address for correspondence:
The Shareholders may address their correspondence to:
The Company Secretary,
M/s. Panasonic Carbon India Co. Limited, "Pottipati Plaza", 3rd Floor, No.77, Nungambakkam High Road, Chennai 600 034
Phone :0091-044-28275216/226/015 Fax : 0091-044-28263010 E-mail: email@example.com Web: www.panasoniccarbon.co.in
Mr.R.D.Ramasamy, Director, M/s.Cameo Corporate Services Ltd. "Subramaniam Building", No.1, Club House Road, Chennai 600 002 Phone : 0091-44-28460390 (5 Lines) Fax No.: 0091-44-28460129
Email : firstname.lastname@example.org
By Order of the Board of Directors
For Panasonic Carbon India Co. Limited
V.R. GUPTE DIRECTOR
R. SENTHIL KUMAR MANAGING DIRECTOR
Place : Chennai
Date : 25th May, 2016