CORPORATE GOVERNANCE REPORT :
1. Company's Philosophy on Code of Governance:
The Company believes in adopting and adhering to the best corporate practice and continuously evaluate it against each of such practices. The company understands and respects its fiduciary role and responsibility to all stakeholders and strives hard to meet their expectations. We believe that the corporate governance is an important tool for shareholders protection and maximizing their long-term values. Panyam Cements & Mineral Industries Limited functions keeping in tune with this philosophy.
The fundamental objective of company's Corporate Governance is to adopt a methodology, which enhances effectiveness, better utilization of resources, transparency and harmonious relations between various interest groups. The company has been regular in sending its quarterly compliance report on Corporate Governance to Stock Exchange.
Board of Directors:
The Companies Act, 1956 and/or Companies Act, 2013, to the extent applicable, and the Listing Agreement with Stock Exchange govern the composition of the Board of Directors of the Company.
The Board comprises of Managing Director and five other Directors. Amongst them. Managing Director is only the Executive Director and all others are Non-Executive Directors.
The Board functions either as a full Board or through Committees. The Board and Committees meet at regular intervals. Policy formulation, evaluation of performance and control functions vest with the Board, while the Committees oversee the share transfers and audit functions.
The Board has constituted four committees viz. the Audit Committee, Share Transfer Committee, Shareholders'/Investors' Grievance Committee and Remuneration Committee.
3) Audit Committee:
The Audit Committee met four times during the year i.e.30th May; 2014 13th August, 2014; 11th November, 2014 and 13th February, 2015.
The role and terms of reference of Audit Committee cover the areas mentioned under clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956 besides other terms as may be referred to by the Board of Directors from time to time.
The company continued to derive immense benefit from the deliberations of the Audit Committee comprising of Sri P.J.Reddy, Sri V.Ramnath and A.V.Narasimha Reddy, who are independent and Non-Executive Directors. The minutes of each Audit Committee are placed before and discussed by the Board of Directors of the Company
4) Remuneration Committee and Policy:
The Remuneration Committee Meeting was held on 13th August, 2014 to consider the reappointment of Sri S.Sreedhar Reddy, as a Managing Director of the Company and revised his remuneration. The role of the Committee is to determine the remuneration payable to the whole-time directors taking into account their qualification, experience, expertise, contribution and the prevailing levels of remuneration in companies of corresponding size and stature and recommending the same to the Board for its approval
Details of remuneration to Directors for the year ended 31st March, 2015:
i) Executive Directors:
The Managing Director has drawn an amount of Rs.18..00 lakhs towards salary for the year ended 31st March, 2015.
ii) Non-Executive Directors:
No remuneration other than sitting fee is paid to Non-Executive Director
5) a) Share Transfer Committee:
During the year 2014-15, the Committee met 13 times. All shares received for transfer were registered in favour of the transferees and dispatched within a month's time, if the documents received were in order.
During the year 2014-2015, there were no requests pending for transfer
B. Shareholders/Investors' Grievance Committee:
The Shareholders/Investors' Grievance Committee consists of Smt.V.Aravinda Rani, Sri P.J.Reddy and Sri V.Ramnath
The Committee could not meet during the financial year 2014-15, since there were no complaints/ grievances from the shareholders.
Special Resolutions :
During the year, there were no Extra-Ordinary General Meetings were held.
In respect of the resolutions passed in the above three respective Annual General Meetings, wherever applicable, the necessary Form No. MGT14 were filed with the Registrar of Companies.
7) Disclosures :
The Company has complied with all the mandatory requirements of Corporate Governance norms as enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges There were no instances of non-compliance on any matter relating to the capital market, during the last three years.
8) Means of Communication:
The Quarterly results are normally published in "Business Standard" in English and "Andhra Prabha'1 regional news paper published in the vernacular language. The results are promptly furnished to the stock exchange for display on its web site.
Both "Management Discussion and Analysis" and "Shareholders Information" forms part of the Annual Report.
) General Information for Shareholders :
i) Date, Time and Venue of the Annual General Meeting
26th September, 2015 at 11.45 A.M. Registered Office of the Company situated at Nandyal, Kurnool District, A.P.
ii) Financial calendar - 1st April 2015 to 31st March 2016
Financial Reporting Un-audited
For the quarter ending June 30, 2015 : Second week of August 2015
For the quarter ending Sept.30, 2015 : Second week of November 2015
For the quarter ending December 31, 2015 Second week of February 2016
For the quarter ending March 31 2016 (audited) Last week of May 2016
Annual General Meeting for the year ending 31st March, 2015 : 26th September, 2015 at 11.45 A.M.
iii) Date of Book Closure: From 21.09.2015 to 26.09.2015 (both days inclusive)
iv) Dividend payment date : N.A.
v) Listing on Stock Exchanges
The Company's shares are listed on: Bombay Stock Exchange Limited Floor 25, Phiroze Jeejeebhoy Towers Dalai Street, Mumbai 400 001.
Listing fee was paid to the said Stock Exchange.
vii) Registrar and Share Transfer Agents M/s. XL Softech Systems Limited 3, Sagar Society Road No. 2, Banjara Hills Hyderabad - 500 034. Tel : 040-23545913; 914 & 915 Fax : 040-23553214 Email : email@example.com Website : www.xlsoftech.com
11 Dematerialization of Shares and Liquidity:
As on 31st March, 2015, 94.26% Equity Shares have been dematerialized. The Companys shares are available for Demat with National Securities Depository Limited and Central Depository Services (India) Limited. As per directives issued by SEBI, it is compulsory to trade in the Companys Equity Shares in the dematerialized form with effect from September, 2001. The ISIN number allotted for trading in the Companys Equity Shares in Demat form is INE167E01029 at both the Depositories.
During the year 2014-15, the company had received requests for de-materialization 10320 shares. The Company has acted upon all valid requests received for dematerialization during 2014-15. As on 31st March, 2015, no requests were pending for demat confirmation.
12) Plant Locations:
Registered Office : C-1 Industrial Estate, Bommalasatram Nandyal
Kurnool District, A.P. - 518 502 Telephone No.: 08514-222274 Fax No.: 08514-243350 Website: panyamcements.com Email: regoffice @panyamcements.com
Cement Works : Cement Nagar 518 206, Kurnool District, A.P. Tel: 08516-274638, Fax: 08516-274644
Central Administrative Office: Plot No.188, Phase-ll, Kamalapuri Colony, Hyderabad 500 073. Telephone No.: 040-23555317 Fax No.: 040-23555316