CORPORATE GOVERNANCE REPORT FOR THE FINANCIAL YEAR 2014-15
As required under Clause 49 of the Listing Agreement of the stock exchange(s).
1. Company's Philosophy
Corporate Governance refers to set of policies, principles, laws, regulations and procedures etc. Our company has made the requisite compliance under Corporate Governance. Over the years the company has been disclosing information concerning the performance and future prospects of the company in its Director's Report. As required under Clause 49 of the Listing Agreement with Stock Exchanges, following disclosures are set out towards achievements of good Corporate Governance.
2. Board of Directors
The Board of Directors consists of three promoter directors (one managing director and two nominee directors of PICUP), one whole time director and two non-executive independent directors.
The Company did not have any material pecuniary relationships with the non-executive directors during the year under review except payment of sitting fee for attending the Board/Committee Meeting(s).
The remuneration of executive/nonexecutive directors is decided by the Board of Directors.
During the year, four Board Meetings were held on 26.05.2014, 11.08.2014, 14.11.2014 and 06.02.2015.
None of the Directors of the Board is member of more than ten committees and they do not act as Chairman of more than five committees across all companies in which they are directors.
A. Ceased to be director w.e.f. 23.03.2015.
B. Promoter Director pursuant to assisted sector agreement between the company and PICUP.
C. Mr. Rakesh Gupta retired therefore his nomination withdrawn and in his place Mr. D K Sharma, Senior Manager (Finance) has been appointed as Nominee Director by PICUP.
3. Audit Committee
The Audit Committee of the Company met four times during the year i.e. on 26.05.2014, 11.08.2014, 14.11.2014 and 06.02.2015 Terms of reference of the Audit Committee are as per the guidelines set out in the listing agreements with the Stock Exchanges and also as per Section 177 of the Companies Act 2013. It interalia also include the overview of the Company's financial reporting processes, review of the half yearly and annual financial statements, the adequacy of internal control systems, the financial and risk management policies and vigil mechanism system. Composition
Nomination & Remuneration Committee
The remuneration committee of the Board comprises of three nonexecutive Directors (including two Nominee Directors i.e. two directors from PICUP).Nominee Director (s) of Financial Institution (s) automatically becomes member of Remuneration Committee.
The remuneration committee meets as and when need arises. Further, the Board in their meeting held on 27th July, 2002 decided that the quorum of the remuneration committee shall be three committee members or 1/3rd of the total strength of the committee, whichever is lower (including presence of a nominee Director, whose presence is must for the purpose of quorum), instead of presence of all the committee members.
The Chairman of the committee is decided at the respective meeting.
To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
The Policy shall be applicable to:
(a) Key Managerial Personnel, which means.
(i) Directors (Executive and Non Executive)
(ii) Company Secretary.
(iii) Chief Financial Officer.
(iv) Such other person as may be prescribed.
(b) Senior Management, which means:-
Personnel of the Company who are members of its core management team excluding Board of Directors. This would also include all members of management one level below the executive directors including all functional heads, for the purpose of Clause 49 of the listing agreement.
3. CONSTITUTION OF COMMITTEE:
(i) The Committee shall consist of minimum 3 Non-Executive Directors and majority of them being Independent Director.
(ii) Minimum two members shall constitute a quorum for the meeting.
(iii) Constitution and membership of the Committee shall be disclosed in the Annual Report of the Company.
4. ROLE OF THE COMMITTEE:
(i) Formulate the criteria for determining qualifications, positive attributes and independence of a director.
(ii) Recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial and Senior Management Personnel or other employees.
(iii) Formulation of criteria for evaluation of Independent Directors and Board.
(iv) Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.
(v) Any other matter as the Board may decide from time to time.
5. DUTIES OF COMMITTEE:
The duty of the Committee covers the matters relating to nomination and remuneration of the Directors, Key Managerial and Senior Management Personnel of the Company.
(A) Nomination matters includes:
(i) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness;
(ii) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment as perthe provisions of Companies Act 2013;
(iii) Identifying and recommending Directors who are to be put forward for retirement by rotation.
(iv) Determining the appropriate size, diversity and composition of the Board as per the provisions of Companies Act 2013.
(v) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;
(vi) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;
(vii) Delegating any of its powers to one or more of its members or the Secretary of the Committee
(viii) Recommend any necessary changes to the Board.
(ix) Considering any other matters as may be requested by the Board (B) Remuneration matters includes:
(i) To consider and determine the Remuneration, based on the principles of (i) pay for responsibilities, (ii) pay for performance and potential and (iii) pay for growth and ensure that the remuneration fixed is reasonable and sufficient to attract, retain and motivate the members.
(ii) To take into account, financial position of the Company, trend in the Industry, appointee's qualification, experience, past performance, past remuneration, etc.
(iii) To bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.
(iv) To consider other factors as the Committee shall deem appropriate for elements of the remuneration of the members of the Board and ensure compliance of provisions of Companies Act 2013 and other applicable laws.
(v) To consider any other matters as may be requested by the Board;
The Remuneration policy will be disclosed in the Annual Report of the Company.
6. General:-This Remuneration Policy shall apply to all future employment agreements with members of Company's Senior Management including Key Managerial Personnel and Board of Directors.
7 Stakeholders Relationship Committee
The Company Secretary was in attendance in all the Stake Holders Relationship Committee Meeting. The Committee deals with matters relating to :
i) Transfer/Transmission of shares;
ii) Issue of Duplicate Share Certificates;
iii) Consolidation/Split of Share Certificates;
iv) Review of Shares Dematerialized;
v) All other matters relating to shares.
Mr. Rakesh Mundra, Director (Finance) & Company Secretary and Mr. Amarjeet Singh, Senior Manager of M/s. MCS Share Transfer Agent Ltd., Registrar & Share Transfer Agent are the Compliance Officer of the Company.
Further the Company confirms that there were no share transfers lying pending as on 31.03.2015, and all requests for dematerialization and re-materialization of shares as on that date were confirmed / rejected into the NSDL/CDSL system.
An email ID exclusive for registering complaints / grievance has been formed as paLinvest.firstname.lastname@example.org
1. Details of related party transactions during the year have been set out under Note No.32 of Annual Accounts. However, these are not having any potential conflict with the interests of the company at large.
2.There were no instances of noncompliance or penalty, strictures imposed on the company by Stock Exchanges/SEBI or any other statutory authorities on any matter related to capital markets, during the last three years.
3 Presently the company is having a Whistle Blower Policy. No personnel of the Company have been denied access to the Audit Committee.
4. PAL has implemented a Code of conduct based on its business principles along with implementation framework for its Directors and Senior Management of the Company. In compliance with the code, Directors and Senior Management of the Company have affirmed compliance with the Code for the year ended on 31st March 2015.A declaration to this effect signed by the Managing Director form part of this Annual Report.
9 Means of Communication
1. Quarterly/ yearly results are being published in daily newspapers viz. Business Standard / Pioneer English and Hindi Edition. The Annual Report is posted / mailed to every shareholder of the Company.
2. Management's Discussions and Analysis Report forms part of Directors' Report on the Annual Accounts more specifically under
3. Operations, Current Year Outlook, Internal Control System and adequacy, Human Resources and Industrial Relations. The Company's website at www.pasupatiacrylon.com is regularly updated with financial results.
4. Requisite information, statements and reports are being filed under www.corpfiling.co.in <http://www.corpfiling.co.in> also as per SEBI directions.
10 General Shareholder Information
1. Notes on Directors seeking re-appointment as required under Clause VI A of the Listing Agreement.
Shri Vineet Jain will retire at the ensuing Annual General Meeting by rotation and has offered himself for re-appointment.The Board has recommended the re-appointment of the retiring Director.
The information about the brief resume and other information required to be disclosed under this section are provided in the notice of the Annual General Meeting.
2. Annual General Meeting will be held on Wednesday the 30th day of September 2015 at Registered office of the Company i.e. Thakurdwara, Kashipur Road, Distt. Moradabad (UP) at 10.00 AM.
3.The Company has furnished information as required by Clause 49 (vi) of the Listing Agreement of the Stock Exchanges, relating to appointment/re-appointment of Director(s). Shareholders may kindly refer to the Notice convening the 32ndAnnual General Meeting of the Company. The number of companies in which the person also holds directorship and the membership of Committees of the board are given separately.
4.Financial Calendar for the period 2015-16 (Provisional)
First Quarter Results (30.06.2015) By 14th August, 2015
Second Quarter Results (30.09.2015) By 15th November, 2015
Third Quarter Results (31.12.2015) By 15th February, 2016
Fourth Quarter Results (31.03.2016) By 30th May, 2016
Mailing of Annual Report By August, 2016
Annual General Meeting By September, 2016
11. Dates of Book Closure
The Share Transfer Books and Register of Members of the Company shall remain close from Thursday the 24thday of September 2015 to Wednesday the 30th day of September 2015 (both days inclusive).
12. Stock Code
The Company's scrip codes at various Stock Exchanges are as under:-
Stock Exchange Mumbai 500456
13. Listing of Equity Shares on Stock Exchanges, etc.
The Company's shares are presently listed on the Stock Exchange at Mumbai. The listing fees for the year 2015-16 have been paid to the Bombay Stock Exchange.
14. Share Transfer Agent
The Company is availing services of M/s. M.C.S Share Transfer Agent Limited F65, Okhla Industrial Area Phasel, New Delhi-110020, a SEBI registered Registrar, as Registrar and Share Transfer Agents for processing the transfers, sub-division, consolidation, splitting of securities etc. Since trades in Company's shares can now only be done in the dematerialized form, request for demat and remat should be sent directly to M/s.MCS Share Transfer Agent Limited, F-65, Okhla Industrial Area Phase-I, New Delhi-110020. Shareholders have the option to open their accounts with either NSDL or CDSL as the Company has entered into Agreements with both these Depositories.
15 Share Transfer System
As already stated, the Company's shares are traded in the Stock Exchanges compulsorily in demat mode. Therefore, Investors/ Shareholders are requested to kindly note that physical documents, viz Demat Request Forms (DRF) and Share Certificates etc. should be sent by their Depository Participants (DP's) directly to the Share Transfer Agents. Any delay on the part of the DP's to send the DRF and the Share Certificates beyond 21 days from the date of generation of the DRF by the DP will be rejected/cancelled. This is being done to ensure that no demat requests remain pending with the Share Transfer Agent beyond a period of 21 days. Investors/ Shareholders should, therefore, ensure that their DP's do not delay in sending the DRF and Share Certificates to Share Transfer Agent after generating the DRF.
15. Dematerialization of Shares
As on March 31, 2015, 86.81% of the Company's total shares representing 77373830 shares were held in dematerialized form and the balance 13.19% representing 11759291 shares were in paper form.
17. CEO / CFO Certification
CEO and CFO have given a certificate to the Board as contemplated in Clause 49 of the Listing Agreement.
18. Registered Office and Works
Thakurdwara, Kashipur Road, Distt. Moradabad (UP)
19 . Address of correspondence and corporate office
Company's corporate office is situated at
M-14, Connaught Circus (Middle Circle), New Delhi-110 001
Shareholders correspondence should be addressed to :
Pasupati Acrylon Ltd.
Registered Office Thakurdwara, Kashipur Road Distt. Moradabad (UP) Phone: 0591 2241263, 2241352-55 Fax : 0591 2241262 Email:email@example.com
Pasupati Acrylon Ltd
Corporate Office M-14, Connaught Circus (Middle Circle) New Delhi-110 001
Phone: 47627400 Fax : 47627497E-mail : firstname.lastname@example.org
F-65, Okhla Industrial Area Phase-I, New Delhi-110020
Phone: 41406149-52Fax : 41709881
20. Auditors Certificate on Corporate Governance
As required by Clause 49 of the Listing Agreement, the Auditors Certificate is given as an annexure to the Directors' Report.
For and on behalf of the Board
Place : New Delhi
Dated : 7th August , 2015