REPORT ON CORPORATE GOVERNANCE
Clause 49 of the Listing Agreement relating to the Corporate Governance is applicable to the company during the financial year under review, being a listed company. However, the company observes good corporate governance practices.
The Directors present the Company's Report on Corporate Governance for the financial year 2014-15
1. Company's Philosophy
PH Trading Limited, is committed to implement sound corporate governance practices with a view to bring transparency, accountability and equity in all facets of its operations, maximize sharehorders value, maintain a healthy work culture and responsibility towards the society on a continuous basis
2. Board of Directors
The composition of Board of Directors as on 31st March, 2015 comprised of Five Directors out c which Three Directors are Non-Executive and Independent Directors appointed by M/s PH Trading Limited, private equity investor of the Company.
The Independent Directors are from different fields of work such as finance, Marketing etc. The Chairman and Managing Directors have been delegated clearly defined responsibilities. The Company’s Board meets at frequent and regular intervals for planning, assessing and evaluating important business
The Company has received declarations from all the above Independent Directors stating that they meet with the criteria of Independence as prescribed under sub-section(6) of Section 149 of the Companies Act 2013
Number of Board Meetings Held
Eight Board meetings were held during the financial year 2014-15. The intervening period between two Board meetings was well within the gap of four months prescribed under Clause 49 of Listing Agreement
Director retiring by rotation :
As per the provisions of Sec. 152 of the Companies Act 2013. Shri Rajendra Prasad Jhanwar Directors of the Company, retire by rotation, at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment
3. Committees of the Board
The Company has the following statutory Committees of the Board .
A) Audit Committee
Composition, Name of the Member and the Chairman
In terms of Clause 49 of the Listing Agreement and Section 177 of the Companies Act 2013,the Board of Directors of the Company has constituted an Audit Committee comprising of Four Directors out of which Three Directors are Non-Executive and Independent Directors The composition of Audit Committee, as on 31st March. 2015 comprised of:
Shri, Avishek Himatsingka is the Secretary to the Audit Committee
The Minutes of the meeting of the Audit Committee are circulated to all the Member of the Boards along with the Agenda.
a. The Audit Committee has the following powers:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee •
3. To obtain outside legal or other professional advice
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
b. The role of the Audit Committee Includes the following: 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 statements are 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: Yes
a 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:
b. Changes, if any, in accounting policies and practices and reasons for the same:
c. Major accounting entries involving estimates based on the exercise of judgement 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, i. Disclosure of any related party transactions: and
g. Qualifications in the draft audit report
5. Reviewing, with the management the quarterly financial statements before submission to the Board for approval: Yes
6. 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter: N.A.
7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process: Normal manner
8 Approval of any subsequent modification of transactions of the company with related parties Explanation: The term 'related party transactions" shall have the same meaning as provided in Clause 49(VII) of the Listing Agreement: Yes
9 Scrutiny of Inter-corporate loans and investments : As per Audited Balance Sheet
10 valuation of undertakings or assets of the company, wherever it is necessary
11. Evaluation of internal financial controls and risk management systems Yes
12.Reviewing with the management, performance of statutory and internal auditors adequacy of the internal control systems Yes
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 Yes
14 Discussion with internal auditors of any significant findings and follow up there on No
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: No
16. Discussion with statutory auditors before the audit commences, about the nature and scope audit as well as post-audit discussion to ascertain any area of concern: Yes
17. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors: N A.
18 Reviewing the functioning of the Whistle Blower mechanism: Yes
19 approval of appointment of CFO (i.e., the whole-time Finance Director or any other persons heading the finance function or discharging that function) after assessing the qualifications, and background, etc of the candidate: There is No CEO in the Company
20 Carrying out any other function as is mentioned m the terms of reference of the Audit Committee
(B) Nomination and Remuneration Committee :
The Nomination and Remuneration Committee has been constituted to formulate and recommend to the Board all elements of the Remuneration package of Directors, including perquisites payable to Directors.
I n terms of Clause 49 of the Listing Agreements, the Board of Directors of the Company has constituted this Committee comprising Three Non-Executive and Independent Directors and One Executive Director The composition of Remuneration & Selection Committee, as on 31st March. 2015 comprised of:
Shri Amar Chand Agarwal is the Secretary to the Nomination and Remuneration Committee.
The Minutes of the meeting of the Nomination and Remuneration Committee are circulated to all the Member of the Board along with the Agenda.
5. Postal Ballot
No resolution was passed by way of postal ballot by the Company during 2014-15.
6. Compliance with non-mandatory requirements of Clause 49 of the Listing agreement
The Company obtained a certificate from the Practising Company Secretary, regarding compliance to the corKlrtons of Corporate Governance, given as an annexure to the Directors' Report
7. Other non-mandatory requirements The Board
Independent Directors have a tenure not exceeding, in the aggregate, a period of nine years, on our Board. None of the Independent Directors on our Board have served, for a tenure exceeding nine years from the date when the new Clause 49 became effective
There are no Audit Qualifications In the accounts Whistle-blower policy
The Company promotes ethical behavior in all the business activities and has put in place a mechanism for reporting illegal and unethical behaviour. Employees are free to report violations of law, rules, regulations or unethical conduct to their immediate superior/notified person. The Directors and senior management are obligated to maintain confidentiality of such reporting and ensure that the whistle-blowers are not subjected to any discriminatory practices. -
Materially-significant related party transactions with the Promoters, the Directors, the management or their relatives that may have potential conflict with the interest of the Company at targe, are disclosed in the Notes to the Accounts.
There have been no penalties or strictures imposed on the Company by the stock exchanges, SEBI or any statutory authority on any matter related to capital markets during the last three years.
Means of communication
The company shall intimate and publish the results, shareholding pattern, etc. as per the Listing Agreement subsequent to listing of the company.
Demateriisation of shares
The shares held by Promoters and Promoter group are in dematerialised form. Subsequent to the IPO, all trading in equity shares is permitted only in dematerialised form, as per notification issued by SEBI.
Certificate from Shri Prakash Chandra Himatsingka, Promoter and Executive Director, of the company as per Clause 49(V) of the Listing Agreement (to be executed) for the year under review, was places with the Board of Directors of the Company in their meeting held on 30th May. 2015. A copy of the certificate is given along with this report
General Shareholders Information
i) Annual General Meeting
21st Day of August 2014.
ii) Financial calendar
1st April 2014 to 31st March 2015.
iii) Dividend payment date
No dividend declared during the Financial Year
iv) Listing on stock exchanges and stock code
Kolkata Stock Exchange Ltd :
v) ISINN o for CDSL
vi) Share Transfer System
The Company has appointed Registrar Shareholder Transfer Agents.
vii) Registrar and Share Transfer Agents
Niche Technologies Private Limited
D-511, Bagree Market 71. B.R.B. Basu Road, Kolkata - 700 071
Tel: +91-33-22357270 / 22357271 Fax:+91-33-22156823
For and on behalf of the Board of Directors
Place : Kolkata