CORPORATE GOVERNANCE REPORT
I. COMPANY'S PHILOSOPHY.
Your Company firmly believes in the philosophy of SERVING SOCIETY THROUGH INDUSTRY, with the PEACOCK culture being 'We live every moment of life in harmony with nature to create value for ourselves, our stakeholders and the society'. We also believe in adopting the best global practices in the area of corporate governance and follows the principles of full transparency, accountability, responsibility and .fairness, thereby protecting the interests of all its stakeholders.
II. BOARD OF DIRECTORS
2) No. and date of Board meetings held :
During the year, the Board of Directors met Eleven times with atleast 1 meeting in every quarter and the gap between two meetings did not exceed one hundred and twenty days.The dates of Board Meetings held during the quarter are as follows: May 02,2014, May 29th,2014, (meeting conducted twice). July 23, 2014 September 12,2014, November 12,2014, December 12,n 2014, January 23rd,2015, February 28th,2015, March 30th, 2015. The necessary quorum was present in all meetings. None of the Directors on Board hold directorships beyond the prescribed limit as mentioned under Companies Act, 2013.
3) During the year, separate meeting of the Independent Directors was held to review the performance of Non - Independent Directors and board as a whole.
4) The board periodically report the compliance reports of all laws applicable to the company.
III. COMMITTEES OF THE BOARD
The Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company has been reconstituted in accordance with the Revised Clause 49. of the Listing Agreement.
A. AUDIT COMMITTEE
1. The Company's Audit Committee is reconstituted in line with the provisions of clause 49 of the listing agreement read along with section 177 of the companies Act 2013.
2. The Composition of Audit Committee and details of meeting are as under:
3. Date of Audit Committee Meetings : The Committee met Eight times during the year and the gap between two meetings did not exceed four months. Dates of the said meetings are as follows:
March 30m,2015, March 23rd,2015, February 28,h,2015, January * 23'd,2015, November 12th,2014, July 23«1,2014 and May 29th, 2014(meeting conducted twice). The Chairman of the Audit Committee was present at the last/Annual General Meeting. Necessary quorum was present for all the meetings.
4. Members of Audit Committee possess qualifications in the areas of finance, accounts, marketing and taxation.
5. The previous AGM held on 7m August,2014 and was attended by Mr. Magan La. Sharma, Chairman of Audit Committee.
6. Audit Committee is also responsible in reviewing financial risks, controls and ensure its effectiveness on a continuing basis.
B. NOMINATION AND REMUNERATION COMMITTEE
1. The Company had merged the existing Nomination and Remuneration Committee in terms of Listing Agreement and in pursuant to the provisions of the Companies act 2013.
3. During the year, Five meetings were held i.e. March 30th, 2015, March 23rd, 2015, February 28th, 2015, December 12th, 2014 and May 29th, 2014 (meeting conducted twice).
4. Company does not have any employee stock option scheme.
5. Remuneration policy:
Remuneration policy of the company is designed to create a high performance culture. It enables company to attract and motivate employees to achieve results.The company pays remuneration by way of salary and other benefits to its Managing and Whole Time Director. Annual increments are decided by the NRC within the scale approved by the members of the company and are effective from April 1st every year.
6. During the fiscal year, the company had not paid by way of sitting fees and commission to the non executive directors.
7. None of the Directors & Key Managerial Personnel holds equity shares of the Company except Mr. Daud Ali holding 79050 equity shares of the Company as on 31st March,2015.
C. Stakeholders Relationship Committee :
1. The company had Stakeholders and Relationship Committee to look into redressal of complaints of investors such as transfer and transmission of shares, issue of duplicate share certificates, non-receipt of annual report, notices etc.
2 Four meetings was held during the year.
3 The composition of Stakeholders Relationship Committee and details of meetings and attendance of members during the financial year:
4. During the fiscal year, no complaints remained unresolved and there was no non-compliance of any provision of law by the Company, nor any penalty was imposed on the Company by Stock Exchange (s), SEBI or any other authority on any matter related to capital markets during the last three years.
5. The board designated Ms. Aditi Parmar, as the compliance officer of the company with effect from December 12"',2014.
V.SUBSIDIARY COMPANIES :
There are no subsidiary companies of the Company.
1 Related party Transactions: The Board has approved a policy for related party transactions which has been uploaded on the Company's website at following link: <http://www.italicafurniture.com/corporate-governance.aspx>.
2 Details of non compliance by the Company/penalties imposed etc. with regard to the capital market, Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years 2012-13,2013-14,2014-15 respectively: NIL
3 Company has adopted a whistleblower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behavior.
4. Code of conduct : The members of the Board and Senior Management Personnel have affirmed with the company's code and declaration submitted by the Managing Director is enclosed.
5 . CEO/CFO Certification: Certificate from the CEO/CFO of the Company in terms of Clause 49(IX) of the Listing Agreement is enclosed Company in terms of Clause 49(IX) of the Listing Agreement is enclosed.
VII MEANS OF COMMUNICATION
The Quarterly/Half yearly/Annually / Un-Audited/Audited financial results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board and published ' in the leading newspapers
VIII. GENERAL SHAREHOLDER INFORMATION :
1. Annual General Meeting :
Day, Date and Time
Thursday, 30.7.2015, 9.00 am
Venue Peacock Industries Limited, Kodiyat Road, Village : Sisarma, Udaipur (Raj) - 313 031
2. Financial Calendar:
Financial year: April 1 to March 31
Board Meeting for consideration of accounts for the year ended March 31, 2015 :May 30, 2015
Board Meeting for consideration of unaudited results for the first three quarters of the current financial year viz. April 01,2015 to March 31,2016:
Within 45 days from the end of the relevant quarter as stipulated under the listing agreement with the Stock Exchanges.
Audited results,if any, for the current year ending March 31,2015 :
Within 60 days from the end financial of the last quarter as stipulated under the Listing Agreement With Stock Exchanges.
3. Dividend payment data
Date of Book Closure/record date :
27 July, 2015 to 30 July, 2015 (both days inclusive
5. Listing on Stock Exchanges, Stock Codes and Symbol
The Stock Exchange, Mumbai (BSE)
Phiroze Jeejeebhoy Towers 25th Floor, Dalai Street Mumbai- 400001
Stock Code No: 500327
National Stock Exchange of India Ltd. (NSE)
The Manager-Listing Department, National Stock Exchange of India Limited,
Exchange Plaza,C-1,Block-G Bandra Kurla Complex, Bandra-East MUMBAI - 400 051
Stock Code No: PILIND
Listing Fees as applicable has been paid
8. Registrar & Transfer Agent :
All the physical share transfer work is done in-house at the Share Department at the registered office of the Company at Udaipur and for Demat work the Company has appointed a registrar.
9. Address for Correspondence
For Demat Shares
Link Intime India Pvt. Ltd.,
C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West) MUMBAI - 400 078
Tel No.: 022-25963838 Fax No.: 022-25946969
For Physical Shares
Peacock Industries Limited
Kodiyat Road, Village: Sisarma Udaipur (Rajasthan) 313001
Tel.No.: 0294-2432271-72 Fax No.:0294-2430411
10. Share Transfer System :
99.36% of the equity shares are converted in electronic form. Transfer of shares are done into demat or held in physical forms can be lodged with the above mentioned addresses. Transfer of shares normally processed within a period of 15-20 days from the date of receipt, subject to the documents being valid and complete in all respect. Authorised Officials approve transfers and the same is noted at subsequent board meetings.
12. Dematerialisation of Shares and Liquidity :
Company's shares are compulsorily traded in dematerialised form. Equity snares of the company representing 99.36% are dematerialized as on 31st march,2015. Under the depository system, the international securities identification no. (ISIN) allotted to company's shares is INE600A01027.
13. LOCATION OF PLANT :
Kodiyat Road, Village: Sisarma, Udaipur-313031
14. ADDRESS FOR COMMUNICATION
Peacock Industries Limited,
Kodiyat Road, Village : Sisarma, Dist-Udaipur (Raj.) 313 031 Phone No. : 0294-2432271-72 Fax No. : 0294-2430411 Designated E-Mail Id For Investors Services: email@example.com Website : www.italicafumiture.com , Email: firstname.lastname@example.org
IX. NON MANDATORY REQUIREMENTS
1. The board comprises of Executive and Non Executive Directors.
2. The Audited Financial Statements of the Company are Unqualified.
3. Internal Auditor reports' directly to the Audit Committee.