CORPORATE GOVERNANCE REPORT
COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
Corporate governance is a process to create a corporate culture of Transparency, Accountability and Disclosure. It refers to compliance with all the moral & ethical values, legal framework and practices adopted by the Corporate Entity.This is ensured by taking ethical business decisions and conducting the business with a firm commitment to values, while meeting stakeholders' expectations. At Parshwanath, it is imperative that our Company affairs are managed in a fair and transparent manner. Good corporate governance ensures that weengage in democratic and open processes and are held accountable for our business decisions. This is vital to gain and retain investor trust. Good governance practices stem from the culture and mindset of the organization.
CORPORATE GOVERNANCE GUIDELINES
Over the years, the Board has been consistent to meet the terms of Corporate Governance policy under Clause 49 of the Listing Agreement and to try and adopt the policy which is sustainable over the global business standards,to help fulfill our corporate responsibility towards our stakeholders. The Board is constantly improving the Corporate Governance policy and triesand develops ethical business standards for better Corporate Governance Policy. Further, these policies allow the Board to make decisions that are independent of the Management. The Boardmay change these policies regularly to achieve our stated objectives.
BOARD OF DIRECTORS:
As on 31/03/2015, a majority of the board 4 out of 7 are independent Directors on Company's Board have rich experience in their fields. And they will add value to the management of the company. Independent directors are non-executive directors as defined under clause 49(II)(B)(1) of the Listing Agreements entered into with the Stock Exchange. All the independent directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and section 149 of the Companies Act, 2013. An enlightened Board consciously creates a culture of Board leadership to provide a long-term vision and policy thinking in order to improve the quality of governance. The Board's actions and decisions are aligned with the Company's best interests.
Code of conduct:
The Company has already implemented a Code of Conduct for all Board Members and Senior Managements of the company in compliance with Clause 49 (1) of the Listing Agreement. But, since the operations of the Company were not much, the application of the code of conduct was limited to that extent
The constitution of the Board (as on 31/03/2015) and the attendance of the Directors are given below:
The Board of the Company met 5 (Five) times during the last financial year on the following dates: 27.05.2014, 13.08.2014, 23.09.2014, 11.11.2014 and 13.02.2015
The Board meets atleast once in every quarter to review the company's operations and the maximum time gap between any two meetings is not more than 120 days. The information as required under clause 49 of the Listing Agreement is made available to the Board. The agenda and the papers for consideration at the board meeting are circulated to the directors in advance. Adequate information is circulated as part of the Board papers and is also available at the Board Meeting to enable the Board to take decisions. As required under clause 49 of Listing agreement, the board periodically reviews compliances of various laws applicable to the company
Risk Mitigation Plan: A sub-set of Business transformation initiative undertaken by the management to support higher growth, institutionalization of best processes and new structuresfor governance, is dedicated for management of risk,controls and compliances across the organization. During the year there were no activities that required the assessment of risk.
Disclosure regarding re-appointment of Directors:
Mrs. Riddhiben R. Patel, Whole Time director(Joint Managing Director) is retiring at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
Committees of the Board:
The board committees play a vital role in ensuing sound corporate governance practices. The committees are constituted to handle specific activities and ensure speedy resolution of the diverse matters. The board committees are set up under the formal approval of the board to carry out clearly defined roles which are considered to be performed by members of the board, as a part of good governance practice.
1. AUDIT COMMITTEE:
The Audit Committee oversees the Company's financial reporting process and disclosure of its financial information to recommend the appointment of Statutory Auditors and fixation of their remuneration to the review and discuss with the Auditors about internal control systems, the scope of auditor including the observation of the Auditors, adequacy of the internal audit system, major accounting policies, practices and entries, compliance with accounting policies, practices and entries, compliance with accounting standards and Listing Agreement entered into with the Stock exchanges and other legal requirements concerning financial Auditors any significant finding there on, to review the Quarterly, Half Yearly and Annual Financial statement before they are submitted to the Board of Directors.
The Audit Committee met 4 (Four)times during the last financial year on the following dates: 27.05.2014, 13.08.2014,11.11.2014 and 13.02.2015
2. STAKE HOLDERS RELATIONSHIP COMMITTEE:
As per the Section 178(5) of the Companies Act, 2013, a Company consisting of more than 1 (one) thousands shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stake Holders Relationship Committee. So to comply with the Companies Act as well as listing agreement, company has formed Stakeholders Relationship Committee.
To look into complaints if any and redress the same expeditiouslyBesides, the committee approves allotment, transfer & Transmission of shares, Debentures, issue of any new certificates on split \ consolidation \ renewal etc. as may be referred to it
The data for the year is as follows: Complaints received during the year from shareholders/ Exchange during the year 31.03.2015 is resolved and as on 31.03.2015 there are no unresolved complaints. Majority of these complaints pertain to listing mattes which the Company is addressing.
The Committee met 4 (Four)times during the last financial year on the following dates: 27.05.2014, 13.08.2014,11.11.2014 and 13.02.2015 The constitution of the Committee as on today is as under:
Brief Terms of Reference:
The brief terms of reference of stakeholder's relationship committee are as under:
To look into the redressal of shareholders and investors complaints like transfer of shares, non-receipt of Annual Report, non-receipt of declared dividend, revalidation of dividend warrants or refund orders etc, and to consider and resolve the grievances of security holders of the company.
Details of complaints received and redressed during the year: NIL
3. NOMINATION &REMUNERATION COMMITTEE
a. Constitution & Composition of Nomination & Remuneration Committee
The Company has in accordance with the Section 178(1) and as per the requirement of the amended clause 49 of the listing agreement the company has constituted the Nomination & Remuneration Committee. The main function of the Nomination & Remuneration Committee is to formulation and recommendation of the policy for the appointment, removal performance evaluation of the directors & the consideration to be paid to them and other matters as may be determined by the committee and the prevailing provisions.
The Nomination & Remuneration Committee met 4 (Four) times during the last financial year on the following dates: 27.05.2014, 13.08.2014,11.11.2014 and 13.02.2015
b. Board Evaluation:
During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board.
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
- Attendance and participation in the Meetings and timely inputs on the minutes of the meetings
- Adherence to ethical standards & code of conduct of Company and disclosure of non - independence, as and when it exists and disclosure of interest
- Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings
- Interpersonal relations with other directors and management
- Objective evaluation of Board's performance, rendering independent, unbiased opinion
- Understanding of the Company and the external environment in which it operates and contribution to strategic direction
- Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.
The Nomination & Remuneration Committee recommends the board for the remuneration criteria to the members of board upon the board evaluation & performance criteria exercised by the board members. The company has paid remuneration to its Chairman, Managing Director and Joint-Managing Director including Non - Executive and Independent Directors Mr. Ramanbhai Patel. The detail of his remuneration is as follows:
Stock Holding & Perquisites:
During the year under review, the company has not provided the any kind of emoluments / perquisites / Stock Option to its director. Further, the directors of the company do hold shares in the company, which has been mentioned in the Director report under the head of shareholding of Key managerial personnel
4. OTHER DETAILS/INFORMATION
M eans of communication:
The Company is regular in filings the entire quarterly / half yearly / annual results of the company with the Stock Exchanges and press release are made in English Newspaper as stipulated in the Listing Agreement however Company has not given advertisement in Newspapers regarding the notice of the Board Meeting. The company has not updated the web site. It also has not displayed in official news release and no presentations were made to institutional investors or to the analysts. We do not send half yearly financial reports to the shareholders. The management Discussion and Analysis is a part of the Annual Report
Whether special resolution were put through postal ballot last year, details of voting pattern: No
Whether any resolutions are proposed to be conducted through postal ballot:No special resolution requiring a postal ballot is being proposed at the ensuing Annual General Meeting of the Company.
Procedure for Postal Ballot:Prescribed procedure for postal ballot as per the provisions contained in this behalf in the Companies Act, 2013 read with rules made there under as amended from time to time shall be complied with whenever necessary.
a. There were no materially significant related party transactions and pecuniary transactions that may have potential conflict with the interest of the company at large. The details of related party transactions are disclosed in financial section of this annual report. The board has approved the policy for related party transactions
b. In the preparation of the financial statements, the company has followed the accounting policies and practices as prescribed in the accounting standards.
c. Management discussion and analysis report is set out in a separate section included in the Annual Report and forms part of this report.
d. A proceeding was initiated by the Securities and Exchange Board of India (SEBI), under the Securities Contracts (Regulation) Act, 1956, for the non - compliance with the requirement of minimum public shareholding by the listed companies. The Company has received the final order bearing reference no. WTM/PS/63/CFD/ JAN/2015 dated January 07, 2015. Pursuant to the said order, the company has complied with the Minimum Public Shareholding requirement by allotment of Bonus Shares dated September 23, 2014 to the non -promoter group, after the availing necessary approvals;
e. The Company has received notice from the Securities and Exchange Board of India (SEBI), under the Section 23E and 23H of the Securities Contracts (Regulation) Act, 1956, vide reference no. EFD - DRAII/ BR/AY/PCL/8718/2015 dated March 24, 2015 for the offloading of shares through unauthorized mode. The matter is still pending for the settlement with the SEBI.
f. A qualified Practicing Company Secretary carried out a reconciliation of share capital audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The secretarial audit confirms that the total issued/paid up capital of the company is in agreement with the total number of shares in physical form the total number of dematerialized shares held with NSDL and CDSL
g. The designated senior management personnel of the company have disclosed to the Board that no material, financial and commercial transactions have been made during the year under review in which they have personal interest, which may have a potential conflict with the interest of the company at large.
h. With a view to regulate trading in securities by the directors and designated employees, the company has adopted a code of conduct for prohibition of insider trading.
i. The company has put in place succession plan for appointment to the Board and to senior management.
Compliance of Insider Trading Norms:
Company has adopted the code of internal procedures and thus complies with the insider trading norms but yet to update policy on the Website of the Company.
General Shareholder's information
AGM, date, time, and venue
Venue : 50, Harisiddh Chambers, 3rd Floor, Ashram Road, Ahmedabad-380014
Date : 30/09/2015
Time : 11.00AM
Financial year ending 31/03/2015
Book closure date : 24/09/2015 to 30/09/2015 (both the days inclusive) Listing : Bombay stock exchange.
The shares are listed at Bombay Stock Exchange .All the dues regarding the Listing Fee have been paid
h) Director retiring by rotation / reappointment: Mrs. Riddhiben R. Patel
i) The Company has not proposed / declared any dividend during the year. j) Financial Year: 01/04/2014 to 31/03/2015
For the current financial year, following is the calendar (tentative and subject to change) Financial reporting for 31/03/2016: 1stQuarter - First Week of August,2015 2nd Quarter - First Week of November,2015 3rd Quarter - First Week of February,2016 4th Quarter - First Week of May,2016 k ) Address for correspondence
• Regd. Office: 50 Harisiddh Chambers, 3rd Floor, Ashram Road, Ahmedabad-380014
• E-mail id of the Company: email@example.com
• E-mail id of the Compliance officer: firstname.lastname@example.org
l) Share Transfer Agents: LinkIntime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup(W), Mumbai, Maharashtra-400078
m) Stock Code -511176 (Bombay Stock Exchange)
n) Dematerialization of Shares & liquidity: Shares are in physical anddemat,
o) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, Conversion date and likelyimpact on equity - NIL
p) The details of related parties' viz.; Promoters. Directors or the Management, their Subsidiaries or relatives conflicting with Company's interest: NIL
q) Penalties or structures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the period under review:NIL
Regd. Office: 3rd Floor, Ashram Road, Ahmedabad-380014 50 Harisiddh Chambers,
For, Parshwanath Corporation Ltd.
By order of the Board of Directors,
Mr. Navnitbhai C. Patel
Place : Ahmedabad
Date : 31.08.2015