1. Company's philosophy:
The Company's philosophy on Corporate Governance finds its roots in the rich legacy of ethical governance practices, many of which were in place even before they were mandated. This philosophy has been sought to be strengthened through the IAL Code of Conduct, code for prevention of Insider Trading which have been adopted. The Company will continue to focus its energies and resources in creating and safeguarding of shareholders wealth and, at the same time protect the interest of all its stakeholders.
This report, along with the report of Management discussion and Analysis and additional information for the shareholders in the foregoing paras, constitutes Parnax's compliances with clause 49 of the Listing Agreement.
2. Board of Directors:
The Board of the Company comprises of six Directors out of which two are the Whole Time Director, three are Independent Non-Executive director and one is women Non-executive Director. The Company has appointed women Director in terms of revised clause 49 of the Listing Agreement and Section 149 of the Companies Act, 2013
None of the Directors have any pecuniary or business relationship with the Company except to the extent as disclosed in ANNEXURE III, No Director of the Company is either member in more than ten committees and/or Chairman of more than five committees across all Companies in which he is Director.
During the year there were in total five board meetings held on 30th May,2014;14th August, 2014;14thNovember, 2014;14th February,2015 and 31st March, 2015. The time gap between the two meetings was not more than four months. All the information required to be furnished to the Board was made available to them along with detailed Agenda notes
Guidelines regarding appointment of Directors:
The Board has formulated the Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMPs) and other employees in terms of the provisions of the Companies Act, 2013 and the Listing Agreement. The said Policy outlines the appointment criteria and qualifications, the term / tenure of the Directors on the Board of Parnax Lab Limited and the matters related to remuneration of the Directors. The said Policy has been published as an Annexure to Director's Report elsewhere in this Annual Report.
As per the Articles of Association of the Company, at least two-thirds of the Board of Directors should be retiring Directors. One-third of these Directors are required to retire every year and if eligible, the retiring Directors qualify for re-appointment.
The Board constantly evaluates the contribution of its members and recommends to shareholders their re-appointment periodically as per the statute. Executive Directors are appointed by the shareholders for a maximum period of three years at one time, but are eligible for re-appointment upon completion of their term. Non-Independent, Non-Executive Directors do not have any term, but retire by rotation as per the law.
The Board has adopted a retirement policy for its Executive Directors. The maximum age of retirement of Executive Directors is sixty years, provided that the term of the person holding this position may be extended beyond the age of sixty years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond sixty years.
3. Committees of the Board:
a. Audit Committee:
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement the Audit Committee comprises of 2 Non-Executive Independent Directors & 1 Executive Director..
Following are the members of the Committee.
• Mr. Vindyak Desai - Chairman
• Mr. Manharbhai Jhavari - Member
• Mr. Baiju Shah - Member
Broad terms of reference of the Audit Committee are as per 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) Recommending the 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 the auditor's report thereon, before submission to the board for approval, with particular reference to:
a. Matters required to be included in Director's Responsibility Statement included in Board's report.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries based on 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, statement of uses and application of funds raised through an issue, statement of funds utilised for other purposes and report of monitoring agency.
7) Review and monitor the auditors' 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.
17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (incase of non-payment of declared dividends) and creditors.
18) To review the functioning of the Whistle Blower mechanism.
19) A Approval of appointment of CFO 20) To review report submitted by Monitoring Agency informing material deviations in the utilization of issue proceeds and i make necessary recommendations to the Board, if, when and where applicable.
21) Carrying out any other function as is mentioned in the terms of reference of the Audit committee.
b. Nomination and Remuneration Committee
Parnax Lab Limited remuneration policy is based on 3 factors, pay for responsibility, pay for performance and potential and pay for growth.
The Company's Remuneration Committee is vested with all necessary powers and authority to ensure appropriate disclosure on the remuneration of Directors and to deal with all the elements of remuneration package of all such Directors.
Pursuant to the changes in the composition of the Board of Directors of the Company in 2014, the Committee was reconstituted by the Board of Directors. Also, pursuant to Section 178(1) of the Companies Act, 2013, the Committee was established by the Board of Directors on 14th February, 2015 as "Nomination and Remuneration Committee".
The Nomination and Remuneration Committee met once in financial year 2014-15 on 31st March 2015.The necessary quorum was present in the said meetings. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company held on September 30th, 2014. The composition of the Committee during 2014 and the details of meetings held and attended by the Directors are as under:
The broad terms of reference of the Nomination and Remuneration Committee are:
- To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive and Non-Executive) and recommend to the Board, policies relating to the remuneration of the Directors, key managerial personnel and other employees;
- To formulate the criteria for evaluation of all the Directors on the Board;
- To devise a policy on Board diversity; and
- To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company's goals.
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 has been published elsewhere in this Report as an Annexure to the Directors Report. Further, the details of remuneration paid to all the Directors and the other disclosures required to be made under revised clause 49 of the Listing Agreement have been published in the previous section of this Report titled "Board of Directors".
Your Director The remuneration of the managing director and executive director is recommended by the remuneration committee, then approved by the board of directors and subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 2013. The non-executive directors were not paid sitting fees for board meetings attended by them. The company has no pecuniary relationship or transaction with any of the Directors of the company save as otherwise mentioned in Annexure of this annual report.
c) Stakeholder Relationship Committee
Pursuant to the changes in the composition of the Board of Directors of the Company in 2014, the Committee was reconstituted by the Board of Directors on December 7th 2010. Also, pursuant to Section 178(5) of the Companies Act, 2013, the Committee was renamed by the Board of Directors on May 30th, 2014 as "Stakeholders' Relationship Committee".
The Committee periodically reviews the status of shareholders' grievances and redressal of the same. The Committee met four times in FY 2014-15 -on 30th May,2014 ; 14th August,2014 ; 14thNovember, 2014 ; 14th February, 2015. The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual General Meetinof the Company held on September 30th, 2014.
as The composition of the Committee during 2014 and the details of meetings held and attended by the Directors are under:
The Shareholders/Investors Grievance Committee has been constituted. The committee consists of two Non-Executive Independent Directors, One Non Whole time Director. The committee looks into the shareholders and investorsgrievances that are matters. not settled at the level of Compliance Officer and helps to expedite the share transfers and related
Following are the members of the Committee:
Mr. Vindyak B Desai:Chairman & Independent Non-Executive DirectorMr. Manharbhai Jhavari:Independent Non-Executive Director & MemberMr. Baiju Shah : Whole Time Director & Member
MEETING OF INDEPENDENT DIRECTOR'S
The Company's Independent Directors met on 14th February 2015 without the presence of the Managing Director & CEO, the Non-Executive, Non-Independent Directors and the Management Team. The meeting was attended by all the Independent Directors and was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the Company.
During the year under review, besides the transactions reported under Notes to the Balance Sheet, there were no other related party transactions with the promoters, directors, the management or their relatives during the year with potential conflict of interest with the Company at large.
There were no instances of non-compliance on any matter related to the capital markets during the past three years and none of the Stock Exchanges or SEBI imposed any penalties or strictures on the Company.
The board affirms that no person has been denied access to the audit committee during the year. The company has complied with mandatory provisions of corporate governance and is in the process of adopting the non-mandatory provisions of corporate governance.
Vigil Mechanism and Whistle-Blower Policy
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and the revised clause 49 of the Listing Agreement, the
Company has a Whistle-Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics policy. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee. The said Whistle-Blower Policy has been hosted on the website of the Company at www.naxparlab.com
The Managing Director (CEO) and the Chief Finance Officer (CFO) have certified to the Board in accordance with Clause49(IX)of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 31st March, 2015which is annexed separately in Annual report.
2. Means of Communication
The quarterly/yearly results are normally submitted to Stock Exchanges immediately after board meetings. The results are also published in Aapla Mahanagar and Asian Age Newspaper.
The results are also displayed at the company's website at www.naxparlab.com Matters of material nature are communicated to the stock exchanges.
No presentation was made during the year either to Institutional Investors or to the analysts. Management Discussion & Analysis Report is attached herewith forming part of the Annual Report.
3. General Shareholder Information
The 33rd Annual General Meeting is proposed to be held on Wednesday 30th September 2015 at 11 am at the registered office of the Company.
• Financial calendar
i. The Financial year of the company is from April to March. The financial calendar is as per following
Audited annual results of Fourth Quarter & Year : In Month of May
First Quarter results : In Month of August
Annual General Meeting : In Month of September
Second Quarter & Half year results : In Month of November
Third Quarter results : In Month of February
Dates of book closure:
Monday 21st day of September 2015 to Wednesday, 30th September 2015 (both days inclusive). Dividend
The Board of Directors have not proposed any dividend for the year ended 31st March 2015 with a view to conserve resources.
Listing of equity shares on Stock Exchanges
The Company's Shares are listed on Bombay (BSE) with scrip code as 506128 & the annual listing fees for the financial year 2015-16 have been paid.
Names of depositories for dematerialization of equity shares
National Securities Depository Ltd. INE383L01019
Central Depository Services (India) Ltd. INE383L01019
6. E-Voting Facility to members
In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 33rd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).
Pursuant to the amendments made in clause 35B of the Listing Agreement by SEBI, the company has sent assent/dissent forms to the members to enable those who do not have access to e-Voting facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assent or dissent in writing.
7. Registrar and Share Transfer Agent:
The Company has appointed:
M/s System Support Services for processing and approving the transfer of shares. Their contact details are as follows:
System Support Services. 209, Shivai Ind. Estate, Andheri-Kurla Road, Sakinaka, Above Mac Donalds, Andheri-East, Mumbai- 400072 Phone: 022 2850 0835 Email: firstname.lastname@example.org
Share Transfer System
The share transfer of securities in physical form are registered, duly transferred and dispatched within 15 days of the receipt, if the transfer documents are in order. The share transfers are approved every fifteen days. The shares in de-materialized form are processed and transferred within 15 days from receipt of de-materialization requests.
10. Plant Location:
In view of the nature of the Company's business viz. Manufacturing of Pharmaceutical Formulation, the Company operates from the Office, The address of which is mentioned as under: Plot No. 120-121, Masat Industrial Estate, Dadra & Nagar Haveli, Silvasa-396230
11. Address for Correspondence:
Parnax Lab Limited Gala No.114, Bldg. No.8, Jogani Industrial Complex, Chunabhatti, Mumbai-400022. Tel No.:022-30015666 Fax No.:022-24057708 E-Mail:email@example.com Website: www.naxparlab.com
FOR PARNAX LAB LIMITED
Sd/- Prakash Mahsukhlal Shah
Whole Time Director Cum CEO
Date:14th August 2015