REPORT ON CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange (BSE) the report containing the details of the Corporate Governance systems and processes at Parab Infra Limited is as follows:
Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing the organisation's brand and reputation. Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. Our Corporate Governance is a reflection of our culture, our policies, our relationship with stakeholders and our commitment to values. Accordingly we always seek to ensure that our performance is driven by integrity.
COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Corporate Governance is the mechanism by which the values, principles, policies and procedures of a corporation are inculcated and manifested. The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability in the organization, commitment to values and ethical business conduct. Accordingly, timely and adequate disclosure of information regarding the financial situation, performance, ownership and governance of the company is an important part of the corporate governance.
Company's philosophy on corporate governance envisages the attainment of highest level of transparency, accountability and equity, in all facets of its operations, and in all its interactions with its stakeholders, including shareholders, employees, the government and the lenders. Your company believes that for a company to be successful it must maintain global standards of corporate conduct towards its stakeholders. The company also appreciate that it is rewarding to be better managed and governed and to identify its activities with national interest. The company's philosophy on the code of corporate governance is to ensure that adequate control systems exist to enable the Board to effectively discharge its responsibilities towards the stakeholders.
The company has been striving for excellence through adoption of best governance and disclosure practices over the last few years. The company has been making proper disclosures on the Board composition and functioning, management thoughts on the business performance and outlook as well as the significant risks and protective measures taken by the company. But this is not the end; the company is committed to adhere with the best Corporate Governance Practices with continuous advancement in this area.
BOARD OF DIRECTORS
Board Composition and category of Directors
The Company's policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.
As on March 31, 2015, the Board consists of 6 members, out of which 3 are executive or whole time directors and 3 are non-executive independent directors. The Company has an Executive Chairman, and thus, 50% of the total number of Directors is Independent. The company also has woman Director on the Board. The management of the Company is headed by the Chairman & Managing Director who operates under the supervision and control of the Board. The Board reviews and approves strategy and oversees the
Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee ,for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons in accordance with the Company's Policy for Selection of Directors and determining Directors' independence. The Board considers the Committee's recommendation, and takes appropriate decision.
Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law.
Familiarisation programmes for Board Members
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. The details of such familiarization programmesfor Independent Directors are posted on the website of the Company and can be accessed at <http://www.parabinfraltd.com>
Meetings of Independent Directors
The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors todiscuss matters pertaining to the Company's affairs. One meeting of Independent Directors was held during the year.
Code of Conduct
The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors.The Code is applicable to Non-executive Directors including Independent Directors to such extent as maybe applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company. A copy of the Code has been put on the Company's website (<http://www.Parabinfraltd.com>). The Code has been circulated to Directors and Management Personnel, and its complianceis affirmed by them annually. A declaration signed by the Company's Chairman and Managing Director is published in this Report.
The Board meetings are held at least once in every quarter. The dates of the Board Meetings are fixed well in advance and intimated to the Board members so as to enable the directors to plan their schedule accordingly. Additional Board Meetings are convened by giving appropriate notice to address the Company's specific needs.
The agenda items are comprehensive and informative in nature to facilitate deliberations and include the following:
a) Annual Operating Plans
b) Quarterly and Annual financial results
c) Change in constitution of various committees
d) Monitoring and noting business transacted by various committees by taking on record minutes o various committees
e) New projects and expansion plans
f) General notices of interest of Directors and various disclosure from Directors
g) Laying down policies for Code of Conduct and Prevention of Insider Trading and its implementation
h) Deciding managerial remuneration
i) Litigation matters
Number of Board Meeting held and the dates on which held :
Five Board Meetings were held during the year.The maximum time gap between any two consecutive meetings did not exceed four months.
Information supplied to the Board
The Company sends a detailed agenda folder to each Director sufficiently before Board and Committee meetings. To enable the Board to discharge its responsibilities effectively, the Managing Director apprises the Board at every meeting on the overall performance of the Company, followed by the detailed presentation.
A detailed functional report is also placed at Board Meetings. The Board provides the overall strategic direction and periodically reviews strategy and business plans, annual operating and capital expenditure budgets and oversees the actions and results of the management to ensure that the long term objectives of enhancing shareholders' value are met. The Board also, inter- alia, considers and reviews investment and exposure limits, adoption of quarterly / half-yearly / annual results, transactions pertaining to purchase / disposal of property, major accounting provisions and write-offs, minutes of meetings of the Audit and other Committees of the Board.
The success of the organization in achieving good performance and good governing practice depends on its ability to attract and retain individuals with requisite knowledge and excellence as Executive and Non-Executive Directors. With this objective, the Board, Remuneration/Compensation Committee decides on the remuneration to be paid to the Non-Executive Directors. While deciding on the remuneration to the Directors, the Board and Remuneration / Compensation Committee considers the performance of the Company, the current trends in the industry, the qualifications of the appointee, his experience, level of responsibility, past performance and other relevant factors.
The Company has laid down a "Code of Conduct" for the members of the Board of Directors and the Senior Management. Annual affirmation of compliance with the Code has been made by the directors and senior management of the Company. A declaration to this effect signed by the CEO is given in this report.
Managing Directors Certification
As required under Clause 49 V of the Listing Agreement with the Stock Exchanges, Managing Director of the Company has certified to the Board regarding the Financial Statements for the financial year ended March 31,2015.
Prohibition of Insider Trading Policy
The Company has formulated and implemented the Code of Conduct for Prevention of Insider Trading to comply with relevant regulations laid down by SEBI.
COMMITTEES OF THE BOARD
Your Company has three major Board level Committees -
• Audit Committee;
• Nomination and remuneration Committee
• Stakeholders' Relationship Committee;
All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of reference for the Committee is taken by the Board of Directors. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the attendance of the members at these meetings, are provided below:
(I) AUDIT COMMITTEE:
A qualified and independent audit committee has been set up by the Board in compliance with the requirements of Clause 49 of the Listing Agreement with Stock Exchanges read with Section 177 of the Companies Act, 2013.
Composition, names of members and Chairperson
As on March 31, 2015, there are three members in the Audit Committee out of three member two directors are Non-executive Independent Directors. All the members of Audit Committee are financially literate and one member has accounting and related financial management expertise. The Audit Committee of the Company consists of two directors with independent directors forming a majority:
• Terms of Reference:
Terms of reference specified by the Board which are, as follows:
1. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
2. Examination of the financial statement and the auditors' report thereon;
3. Approval or any subsequent modification of transactions of the company with related parties;
4. Scrutiny of inter-corporate loans and investments;
5. The recommendation for appointment, remuneration and terms of appointment of auditors of the company;
6. Valuation of undertakings or assets of the company, wherever it is necessary;
7. Evaluation of internal financial controls and risk management systems;
8. Monitoring the end use of funds raised through public offers and related matters
9. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.
10. To perform such other functions as may be necessary or appropriate for the performance of its duties.
• The role of the Audit Committee shall include 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:
• 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
• Changes, if any, in accounting policies and practices and reasons for the same
• Compliance with listing and other legal requirements relating to financial statements
• Disclosure of any related party transactions
• Qualifications in the draft audit report
• Major accounting entries involving estimates based on the exercise of judgment by management
• Significant adjustments made in the financial statements arising out of audit findings
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Monitoring and 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. Reviewing and monitoring 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, adequacy of the internal control systems;
13. Formulating scope, functioning, peridiocity and methodology for conducting the internal audit.
14. 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
15. Discussion with internal auditors of any significant findings and follow up there on;
16. 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;
17. 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;
18. 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;
19. To review the functioning of the Vigil Mechanism and Whistle Blower mechanism;
20. 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.
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
22. Reviewing financial statements, in particular the investments made by the Company's unlisted subsidiaries
23. Reviewing the following information:
i) The Management Discussion and Analysis of financial condition and results of operations;
ii) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
iii) Management letters/letters of internal control weaknesses issued by the statutory auditors;
iv) Internal audit reports relating to internal control weaknesses; and
v) Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor / internal auditor(s).
During the year 4 Audit Committee meetings held on May 30, 2014,, November 13, 2014, February 9, 2015 and March 30, 2015.
The Committee Meetings are attended by the Managing Director, Executive Directors.
(II) Nomination and Remuneration Committee
As per the provisions of Section 178 of the Companes Act, 2013 and the revised Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee of Directors has been constituted. This Committee as per new Act shall comprise of three or more non-executive directors and out of which not less than one half shall be Independent Directors.
• Terms of Reference:
1. To determine on behalf of the Board and on behalf of the shareholders, the Company's policy on specific remuneration packages for Executive Directors.
2. To review the performance of the Managing Director and the Whole-time Directors, after considering the Company's performance.
3. To recommend to the Board remuneration including salary, perquisites and commission to be paid to the Company's Managing Director and Whole-time Directors.
4. To finalize the perquisites package of the Managing Director and Whole-time Directors within the overall ceiling fixed by the Board.
5. To formulate 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;
6. To formulate criteria for evaluation of Independent Directors and the Board;
7. To devise a policy on Board diversity;
8. To identify 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 company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.
• Number of Remuneration Committee Meetings held and the dates:
The Remuneration Committee meeting was held on May 30th , 2014 & on 30 th March 2015 during the year 2014-15.
(III) Stakeholders Relationship Committee
As per the provisions of Section 178 of the Companies Act, 2013 and the Clause 49 of the Listing Agreement, the Shareholders' Grievance committee was renamed as the Stakeholders' Relationship Committee. The scope of Stakeholders Relationship committee is to review and address the grievances of the shareholders in respect of share transfers, transmission, and issuance of duplicate share certificates, dematerialization and dematerialization of shares and other shares related activities from time to time.All applications for transfer/ transmission are initially verified and passed by M/s. Skyline Financial Services Private Limited who is Registrar and Share Transfer (R&T) Agents of the Company's shares and thereafter the statement of such transfers etc. is duly considered and approved by the Committee.
Terms of Reference:
1. Oversee and review all matters connected with the transfer of the Company's securities approve issue of the Company's duplicateshare/ debenture certificates.
2. Consider, resolve and monitor redressal of investors' / shareholders' / security holders' grievances related to transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend etc.
3. Oversee the performance of the Company's Registrars and Transfer Agents.
4. Recommend methods to upgrade the standard of services to investors.
5. Monitor implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading.
6. Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable Perform such other functions as may be necessary or appropriate for the performance of its duties.
Four meetings of the SR Committee were held during the year. Dates of the meeting are August 14, 2014, November 13,2014 and March 30,2015.
Mr. Amrit Gandhi is the Compliance Officer for complying with the requirements of SEBI Regulations, and the Listing Agreement with the Stock Exchanges in India. Her correspondence and other contact details are as follows:
Name and Designation of Compliance Officer: Mr. Amrit Gandhi FLTNo. B/35, 3rd Floor, MahavirApt., Ratan Nagar, Dahisar (East), Mumbai - 400068.
Prohibition of Insider Trading
With a view to regulate trading in securities by the directorsand designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading.
Investor Grievance Redressal
The Company during the year received some investors complaints through SCORES portal (SEBI Complaints Redressal System) of Securities & Exchange Board of India (SEBI) at www.scores.gov.in and requisite actions were taken by the Company in time. Details of complain received and solved during the year is as follows:-
(a) Subsidiary Companies
The Company does not have any subsidiary as on March 31,2015.
(b) Disclosure on Materially Significant Related Party Transactions
There were no materially significant related party transactions during the financial year 2014-15, that may have potential conflict with the interest of the Company at large. The details of the related party transactions as per Accounting Standard-18 form part of Notes to Accounts.
(c) Disclosure of Accounting Treatment
The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India and in the preparation of financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standards.
(d) Proceeds from Public Issue/ Preferential Issue
The Company has not raised any proceeds from the public issue/ preferential issue during the year under review.
(e) Management Discussion and Analysis Report
The Management Discussion and Analysis Report has been provided asAnnexure to the Directors' Report.
(g) Details of Non-compliance with regard to Capital Market
With regard to the matters related to capital market, the Company has complied with all the requirements of Listing Agreement as well as SEBI regulations. some penalties were imposed against the Company by the stock Exchanges, but no penalties or strictures passed by SEBI or any other statutory authority during the last three years in this regard.
(h) Details of Compliance with Mandatory Requirements and Adoption of Non-mandatory Requirements of Clause 49 of the Listing Agreement
Separate posts of Chairman and CEO :
The company has appointed separate persons to the post of Chairman and Managing Director/CEO.
(i) Whistle Blower Policy & Vigil Mechanism:
In its Endeavour to provide its Board, senior Management and employee a secure and a fearless working environment, Company has established the "Whistle Blower Policy/ Vigil Mechanism. The purpose of the policy is to create a fearless environment for the employees to report any instance of unethical behavior, actual or suspected fraud or violation of Company's code of conduct or ethics policy to the Ombudsman.
The framework of the policy strives to foster responsible and secure whistle blowing. This policy should be read in conjunction with applicable regulations & existing policies and procedures of Company.
MEANS OF COMMUNICATION :
The Board of Directors of the Company approves and takes on record the un-audited/audited financial results in the Performa prescribed by the Stock Exchange within one and half month of close of quarter/half year and announces forthwith the results to all Stock Exchange where the shares of the Company are listed. The results, presentations and all other official news releases are displayed at the Company's website: <http://parabinfraltd.com/> along with the websites of the Stock Exchange: www.bseindia.com
Annual Report: The Annual Report containing, interalia, Audited Financial Statement, Directors' Report, Auditors' Report and other important information is circulated to members and others entitled thereto. The Management's Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website (www.parabinfraltd.com).
Corporate Filing and Dissemination System (CFDS) : The CFDS portal jointly owned, managed and maintained by BSE and NSE is a single source to view information filed by listed companies. All disclosures and communications to BSE are filed electronically through the CFDS portal. In particular, the Company informs BSE all price sensitive matters or such other matters which in its opinion are material and of relevance to the members.
BSE Corporate Compliance & Listing Centre (the 'Listing Centre'): BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report,media releases, among others are also filed electronic allyon the Listing Centre.
SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-basedcomplaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
Designated Exclusive email-id : The Company has designated the following email-ids exclusively for investor servicing: firstname.lastname@example.org
5. GENERAL SHAREHOLDERS' INFORMATION :
AGM: Date, Time and Venue
Tuesday, the 29th day of September, 2015 at 11.00 am at M-101, 1st Floor, Shweta Park Co-op. Hsg. Soc., Road No.2, Daulat Nagar, Borivali (East), Mumbai-400066.
ii. Financial Calendar Financial Year 2013-2014
During the financial year under review, the board meetings for approval of quarterly and annual financial results were held on the following dates:
First Quarter Result : Date : 30-05-2014
Second Quarter Result : Date : 14-08-2014
Third Quarter Result : Date : 13-11-2014
Fourth Quarter Result : Date : 09-02-2014
iii. Dates of book closure : 24 September, 2015 to 29 September, 2015
iv. Dividend Payment : No dividend has been declared
v. Listing of stock exchange
Equity Shares Listed at BSE
vi. Listing Fees for 2013-14
BSE listing fees for the financial year 2014-2015 has been paid
vii Stock Exchange Codes
BSE- Equity Shares : 513359
Equity ISIN : INE713M01023
5. REGISTRAR AND SHARE TRANSFER AGENT:
All the share transfer and communication regarding share certificate and change of address may be addressed to: LinkIntime India pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400078.
6. SHARE TRANSFER SYSTEM
The Company's share transfer committee meets regularly and expeditiously handles the procedures related to application for transfer of shares. The turnaround time for completion of transfer of shares in physical form is generally 15 days from the date of receipt if the documents are cleared in all respects.
7. INVESTOR CORRESPONDENCE
All shareholders complaints/queries in respect of their shareholdings may be addressed to; Parab Infra Limited , M-101,1st Floor, Shweta Park Co-op. Hsg. Soc., Road No.2, Daulat Nagar, Borivali (East), Mumbai
Outstanding Convertible Instruments, Conversion Date and Likely Impact on Equity:
As on 31st March, 2015, the Company did not have any outstanding convertible instruments likely to impact the Share Capital of the Company.
The Company has laid down procedures to inform the Board members about the risk assessment and minimization procedures. The Board periodically discusses the significant business risks identified by the management and the mitigation process being taken up by them.
Prevention of Insider Trading
The Company has framed a Code of Conduct for prevention of insider trading based on SEBI (Insider Trading) Regulations, 1992. This Code is applicable to all Directors/officers/ designated employees. The Code ensures the prevention of dealing in Company's shares by persons having access to unpublished price sensitive information.
Compliance with Corporate Governance Norms
The Company has complied with the mandatory requirements of the Code of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. The Company has submitted the compliance reports in the prescribed format to the stock exchanges for the quarters ended 30th June 2014, 30th September 2014, 31st December 2014 and 31st March 2015 as stipulated in clause 49 of the listing agreements with the stock exchanges.
Reconciliation of Share Capital Audit Report:
SEBI has vide its Circular No. CIR/MRD/DP/30/2010 dated 06.09.2010 renamed the "Secretarial Audit Report" as the "Reconciliation of the Share Capital audit Report".
Reconciliation of the Share Capital Audit Report in terms of SEBI Directive no. D&CC/FITTC/CIR-16/2002 dated 31.12.2002, confirming that the total issued capital of the Company is in agreement with the total number of shares in the physical form and the total number of dematerialized shares held with the depositories is placed before the Board on a quarterly basis and is also submitted to the Stock Exchanges where the shares of the Company are listed.
Training of the board Members
New Directors appointed by the Board are given formal induction and orientation with respect to the Company's vision, Strategic direction. Board are given formal induction and orientation with respect to the Company's vision, strategic direction and core values including ethics, corporate governance practices, financial matters and business operations. Periodic presentations are made at the Board and Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved.
Whistle Blower Policy
The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a Whistle Blower Policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate superior or such other person as may be notified by the management to the work groups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.
ByOrder ofthe Board
For PARAB INFRALIMITED
DIN : 02870947
Place : Mumbai
Dated : 12th August, 2015
M-101,1st Floor, Shweta Park Co-op Hsg. Soc., Road No.2, Daulat Nagar, Borivali (East), Mumbai - 400066.