CORPORATE GOVERNANCE REPORT
In compliance with the Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchange (BSE Ltd.) the Company has been incorporating for the past few years, a separate section on Corporate Governance, in its Annual report. The shareholders and investors would have found the information informative and useful. Company's policies on the Corporate Governance and due compliance report on specific areas where ever applicable for the financial year ended 31st March 2015 are given here under divided into following areas :
1. Company's philosophy on Corporate Governance
The Company adheres to good corporate practices and is constantly striving to better them and adopt the best practices. It is believed that adherence to business ethics and commitment to social corporate responsibility would help the company achieve its goal of maximizing value of its stakeholders.
2. Board of Directors
The Board consists of five Directors. The Directors on our board are highly qualified and experienced individuals who are active participants in the decision-making process and provide guidance and objective judgment to the company. The names of the directors are as following
3. Board Committees - Meetings and Procedures 1. Audit Committee
The Board of company has reconstituted an Audit Committee as per requirements of Companies Act 2013. As on 31st March 2015, the Audit Committee comprises of three Directors one Executive & two non executive directors. The Audit committee met four times during the year and attendance of members at the meetings was as under :
The Chief Financial Officer and Statutory Auditors are invitees. The Group Secretary is the Secretary of the Committee. Powers of the Audit Committee
• To investigate any activity within terms of reference
• To seek information from any employee
• To obtain outside Legal or other professional advice
To secure attendance of outsiders with relevant expertise, if it considers necessary. Terms of Reference
The terms of reference stipulated by the Board to the Audit Committee are following
» Company's financial reporting process and the disclosure of its Financial information to ensure that the Financial statement is correct, sufficient & credible
» Recommending the Board, the appointment., reappointment and, if required or removal of Statutory Auditors, including cost auditors and fixation of Audit Fees and other terms of appointment.
» The Audit Committee should have discussion with the auditors periodically about internal control system, the scope of Audit including the observations of the Auditors and review the half yearly and annual financial statement before submission th the Board and also ensure compliance of internal control systems.
» The Audit Committee should have authority to investigate into any mater in relation to the items specified in section 292 A of the Companies Act 1956/Companies Act 2013 or referred to it by the Board and for this purpose, shall have full access to the information contained in the records of the company and external professional advice ,if necessary. » To secure attendance of outsiders with relevant expertise, if it considers necessary. » Discussion with the internal auditors any significant findings and follow up thereon.
» The Chairman of the Audit Committee shall attend the Annual General Meeting of the company to provide any clarification on matters relating to audit sought by the members of the company.
» Reviewing with the management ,annual financial statements and Auditors report thereon before submission to Board for approval with particular reference to
» . Matters required to be included in the Directors responsibility statement to be included in the Director report in terms of Companies Act 2013
» .Changes if any, in accounting policies and practices and reason for the same.
» . Major accounting entries involving estimates based on the exercise of judgment by the management. » . Compliance with listing and other legal requirements relating to financial statements. » .Qualifications in draft audit report
» To review quarterly financial statements before submission to board for approval » To review the functioning of Whistle Blower mechanism
II.Nomination and Remuneration Committee
The board has constituted a Nomination & remuneration Committee as per the requirements of Companies Act 2013 and formulates the terms of reference in conformity with the Clause 49 of the listing Agreement. The committee comprises of two non execute Directors and one executive director. The committee met once during the year on 20th March 2015 and the attendance of the meeting is as follows:
The role of the Committee shall , inter alia,include the following:
• Laying down the criteria, to identify the persons who are qualified to become Directors and who can be appointed in the senior management.
• Recommending to the Board, appointment and removal of Directors and senior management.
• Carrying out evolution of every Directors performance.
• Formulating criteria for determining qualification, positive attributes and independence of directors.
• Recommending to Board,a policy relating to remuneration of Directors,Key managerial personnel and other employees.
• Devising a policy on Board diversity.
Details of Directors remuneration paid for the year 2014-2015 a) Wholetime Director Rs.6,00,000
No sitting fees have been paid to any Director for attending the Board meeting or Committee meeting.
III Stakeholders Relationship Committee
The Share transfer committee was renamed by the Board of Directors held on 31st March 2015 as stakeholders Relationship Committee as per the requirements of Companies Act 2013. Terms of reference
• To monitor share transfer process
• To oversee the performance of company's Registrar & Transfer Agents.
• Recommend methods to upgrade the standard of services to investors
• Carry out any other function as is referred by the Board from to time or enforced by any statutory notification/ amendment or modification as may be applicable
• Monitor implementation of the code of conduct for prohibition of insider Trading
• To look into the redressing of shareholders and investors complaints like transfer of shares,non receipt of shares,non receipt of Balance sheet, non receipt of dividend etc.
• To do all other acts or deeds as may be necessary or incidental thereto.The main object of the committee is to strengthen the investor relations
The Board requested the committees to follow the revised terms of reference in conducting the proceedings and authorizes Group Secretary to necessary steps for implementing the terms of reference. During thee committee met 12 times
During the years all Complaints received from the shareholders were resolved. As on date, no requests involving transfer of shares is pending.
In order to expedite the process of share transfer & demat of shares, Board has appointed M/s Abhipra Capital Limited, Registrar & Share transfer agent of the company to look into the work of Share Transfer, Share Demat work,& liaison with National Securities & Depository Limited(NSDL) & Central Depository services ltd.
IV. Risk Management Committee
In compliance with the provisions of clause 49(iv) of the Listing Agreement read with other applicable provisions, if any, the Board has constituted the Risk Management committee. The Risk management committee consists of Sh. Harvinder Chopra, Chairman, Sh Devinder Sharma , Wholetime Director & Sh. Jatinder Singh , Chief Financial Officer as member of the committee.
V. Corporate Social Responsibility Committee
In compliance with the requirements of section 135 read with schedule VII of the Companies Act 2013,the Board had constituted Corporate Social Responsibility Committee comprising of Sh.Harvinder Chopra , Director as Chairman, Sh . Devinder Sharma, Whole time Director as Member. & Sh. Jatinder Singh, Chief Financial Officer as Member
B) Book Closure Date
Wednesday 23rd September to Wednesday 30th September 2015 for the purpose of Annual General Meeting.
(C) Means of Communication
The quarterly results are published in the Business Standard (English) & Desh Sevak (Punjabi) 6. Listing of Stock Exchange & Stock Code
The shares of the company continue to be listed on BSE Limited. (BSE) & Stock code of the company is 507498 Note: Company has already made the payment of Annual listing Fees for the year 2015-2016 7.
Stock Market Data
The details of monthly highest and lowest closing quotations of the equity shares of the company and number of shares traded during the each calendar month at BSE Limited during the year ended 31 st March 2015 as are under:
a) Disclosure on materially significant related party transaction i.e. transactions of the company of material nature, with its promoters the directors or the management their subsidiaries or relatives etc., that may have potential conflict with the interest of the company at large.
There are no transactions with any of the related Parties were in conflict with the interests of the company.
b) Details of non-compliance by the company, penalties and stricture imposed on the company by Stock Exchange or SEBI or any statutory Authority, on any matter related to capital markets, during the last three years.
No penalties, strictures were imposed on the company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years.
12. WEBSITE: The company's website www.psailpatran.com which contains all the Necessary information as required by clause 54 of the Listing Agreement with The BSE Limited (BSE).
13. Registrar for Demat & Transfer of Shares
Abhipra Capital Ltd., Ground Floor, Abhipra Complex, Dilkhush Industrial Area, A-387, GT Karnal Road, Azadpur, Delhi-110033
14. Address for Correspondence
Piccadily Sugar & Allied Industries limited Jakhal Road, Patran , Distt. Patiala Punjab.
15. Plant Location
Piccadily Sugar & Allied Industries limited Jakhal Road, Patran , Distt. Patiala Punjab.
16. Annual General Meeting Date, Time & Venue
Date: 30th September 2015(Wednesday)
Time: 11.00 A..M.
Venue: Jakhal Road, Patran , Distt. Patiala Punjab.
17. Detail of the special resolution passed during the last three years.
i) The company passed a Special Resolution under Section 180(1)(a) of Companies Act, 2013 to authorise the directors to create a charge or mortgage on the property of the company
ii) The company passed a special resolution under Section 180(1)(c) of Companies Act, 2013 to authorise the directors to exercise borrowing powers upto a limit of Rs. 100.00 Crores
ii) The company passed a special resolution under Section 180(1)(a) of the Companies Act, 2013 for sale of Land & Building, Plant & Machinery, movable and immovable assets of Sugar Mill (Division).
18. Certificate on Compliance of Code of Conduct
I hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Directors and Senior Management Personnel as Approved by the Board for the Financial Year ended 31st March,2015 in terms of clause 49(ID)(ii) of the Listing Agreement entered with the Stock Exchanges.
Sd/- (Devinder Sharma)
DIN No. 03264719