REPORT ON CORPORATE GOVERNANCE
1) Company's Philosophy on Code of Corporate Governance:
The Company believes that to be an effective business entity the Organisation has to recognise its responsibilities to the stakeholders and should be guided by the principles of just and efficient governance for mutual benefit. The Company's corporate philosophy imbibes the ideal of this principle and accordingly has endeavored to carry out all its operations in a transparent and fair manner.
The Company has adopted a Code of Conduct as required under clause 49 of the listing Agreement with the stock Exchanges. The Directors have confirmed compliance with the code of conduct for the year ended 31st March, 2015.
The relevant standards of Corporate Governance have been fully complied with by the Company.
2) Board of Directors Composition and size of the Board
The present strength of the Board is 4. All the Directors are Non - Executive Directors.
The size and composition of the Board confirms with the requirements of Corporate Governance under the Listing Agreement with the Stock Exchanges and applicable laws. The Independent Non Executive Directors of the Company do not have any other material or pecuniary relationship or transaction with the Company, its promoters, or its management, which in the judgment of the Board may affect independence of judgment of the Directors. The Directors are not paid any remuneration.
In the financial year 2014 - 2015, the Board met ten times. The Board meetings were held on
(1) 01st April, 2014, (2) 22nd May 2014, (3) 31st July, 2014, (4) 20th August, 2014, (5) 30th September 2014, (6) 05th November 2014, (7) 29th December, 2014, (8) 22nd January, 2015, (9) 04th February, 2015, (10) 09th March, 2015.
The composition of Board of Directors and their attendance at the Board Meetings during the year and at the last Annual General Meeting as also number of other directorship, committee memberships and chairmanships held by them, are given below:
None of the Directors is a Member of more than 10 Board - level Committees or Chairman of more than 5 such Committees, as required under clause 49 of the Listing Agreement, across all Companies in which they are Directors.
3) Audit Committee
Terms of reference, Composition:
The terms of reference of this committee covers the matters specified for Audit committee under Clause 49 of the Listing Agreement. Audit Committee meetings were held on
(1) 22nd May, 2014, (2) 31st July, 2014, (3) 20th August, 2014, (4) 05th November, 2014, (5) 22nd January, 2015 .
Pursuant to provisions of Section 177 of the Companies Act, 2013 and other applicable provisions, the Audit Committee has been reconstituted with revised terms of reference prescribed therein in the Board meeting held on 22nd May, 2014.
During the year under review the following Directors were the Members of the Audit Committee andthe details of the meeting are as under :
The terms of reference in powers of the Audit Committee are as per Clause 49 of the Listing Agreement and also as per section 177 of the Companies Act, 2013. The functions of the Audit Committee are as per Company Law and Listing Agreement with the Stock Exchanges. These include review of accounting and financial policies and procedure, review of financial reporting system, internal control procedures and risk management policies.
The minutes of the Audit committee Meeting were circulated to the Board, discussed and taken note of.
4) Nomination and Remuneration Committee
In compliance with the provisions of section 178 of the Companies Act, 2013, the Board of Directors of the Company in its meeting held on 22nd May, 2014 constituted the "Nomination and Remuneration Committee."
The Nomination and Remuneration Committee acts in accordance with the prescribed provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with stock exchanges. The terms of reference of the Nomination and Remuneration Committee as approved by the Board of Directors are briefly set out below:
• To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommended to the Board for their appointment and removal;
• 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 for the directors, key managerial personnel and other employees;
• To formulate criteria for evaluation of Independent Directors and the Board and to carry out evaluation of every director's performance; and
• To devise a policy on Board diversity.
During the year under review the following Directors were the Members of the Nomination and Remuneration Committee.
Pursuant to Clause 49 of the Listing Agreement and upon recommendation by the Nomination and Remuneration Committee, the Board of Directors have approved and adopted the Nomination and Remuneration Policy.
In terms of the provisions of Clause 49 of the Listing Agreement, the Company has devised a familiarization program for the Independent Directors to help them understand the Company, its management, roles and responsibilities in the Company, operations of the Company etc.
5) Stakeholders Relationship Committee
Pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and other applicable provisions, Investors'/ Share Holders' Grievances Committee was reconstituted and renamed as the Stakeholder's Relationship Committee in the Board meeting held on 22nd May, 2014.
During the year under review the following Directors were the Members of the Shareholders'/Investors' Grievance Committee.
1. There are related party transactions i.e. transactions of the Company with its Promoters, Directors or Management, their associates companies or relatives, not conflicting with Company's interest, the details of which have been shown in Note 29 of Financial Statements, Notes forming part of the Accounts for the year ended 31st March, 2015.
2. Code of Conduct
The Board of Directors of the Company has laid down two separate Codes of Conduct - one for Directors and other for Senior Management and Employees.
All Board Members and Senior Management personnel have affirmed compliance with the Code of conduct for the year review. A Declaration signed by CFO / Director to this effect is annexed to this report.
3. CEO/CFO Certification
As required under Clause 49 V of the Listing Agreement with the Stock Exchanges, the CFO of the Company has certified to the Board regarding his review on the Financial Statements, Cash Flow Statements and matters related to internal controls etc. in the prescribed format for the year ended 31st March, 2015.
4. Related Parties Transactions
The Company has not entered into any transaction of material nature with the promoters, directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large. The register of contracts containing transactions, in which directors are interested, is placed before the board regularity.
5. Risk Management
The Audit Committee and the Board periodically discuss the significant business risks identified by the Management and review the measures taken for their mitigation.
6. Statutory Compliance, Penalties and strictures
The Company has complied with all the requirements of regulatory authorities on matters relating to capital markets and no penalties/ strictures have been imposed on the Company by the Stock Exchange or SEBI.
7. Whistle Blower Policy
The Company encourages and open door policy where employees have access to the Head of the Business/Function. In terms of P.H. Capital Limited's Code of Conduct, any instance of non-adherence to the code of any other observed/ unethical behavior is to be brought to the attention of the immediate reporting authority, who is required to report the same to Head of Corporate Human Resource.
8) Means of Communication
The Company publishes its Unaudited quarterly, half yearly and yearly financial results in leading national newspapers; namely "The Financial Express - English Edition" and "Mumbai Tarun Bharat - Marathi Edition". The Company also sends the financial results to the Stock Exchanges immediately after its approval by the Board. The Company is not displaying the financial results on website. The company has not sent the half yearly report to the Shareholders. No presentations were made to the institutional investors or analysts during the year under review.
9) General Shareholder Information
a. AGM Day, Date, Time : Thursday, 24th September, 2015 at 10.30 a.m.
Venue :A, Fazelbhoy Private Limited, Sunville, 9 Dr. Annie Besant Road, Worli, Mumbai - 400018
b. Financial Calendar
The Board of Directors of the Company approves the unaudited results for each quarter within such number of days as may prescribed under the Listing Agreement from time to time
c. Book Closure Period
1609.15 to 24.09.15 (both days inclusive) Not Applicable
d. Dividend Payment Date
Listing on Stock Exchanges
Sr. No. Name of the Stock Exchange Code No.
1. The Stock Exchange, Mumbai 500143
2. The Stock Exchange, Ahmedabad 17009
The Annual listing fees of these exchanges have been paid by the Company for the year 2015 - 2016
Dematerialisation of Shares
The Equity Shares of the Company are traded compulsorily in Demat. The Demat facility is available to all Shareholders of the Company, who request for such facility.
ISIN No. of the Company's Equity Shares in Demat Form : INE 160F01013
Depository Connectivity : NSDL and CDSL
Registrar and Transfer Agent (RTA) :
Bigshare Services Pvt. Ltd., E-2/3,Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai - 400 072. Tel No. 022 - 2847 0652 / 4043 0200. Email : firstname.lastname@example.org
Share Transfer System:
The Company has continued the appointment of Registrar and Transfer Agents for accepting transferring and delivering the transferred Share Certificates. All the transfers received in order, are processed within a period of 15 days from the date of receipt.
Dematerialization of Shares and Liquidity :
89.15% of Company's Equity Shares have been dematerialized as on 31st March, 2015. Investor's Correspondence :
All inquiries, clarifications and correspondence should be addressed to the Compliance Officer at the following address :
Compliance Officer : Mr. Samir I. Desai 5D, Kakad House, 5th Floor, 'A' Wing, Sir Vithaldas Thackersey Marg,New Marine Lines, Mumbai - 400 020.Tel No. : 022-22019473 / Fax No. : 022-22012105 Email: phcapitalltd@gmail.
10. COMPLIANCE OF NON-MANDATORY REQUIREMENTS
1) Chairman of the Board
The Company does not have a Chairman. At every Board Meeting, a Director is elected as Chairman to preside over the meeting. Hence, there is no separate office in the Company for the post of Chairman.
2) Shareholders Rights
Half yearly results including summary of the significant events are not being sent to Shareholders of the Company.
3) Postal Ballot
No resolution(s) are being proposed to be passed by postal ballot.
4) Audit Qualification.
There is no Audit Qualification by the Statutory Auditors.
For and on behalf of the Board of Directors
Rikeen P. Dalal Director
Tej P. Dalal Director
Place : Mumbai
Dated :18th Augu