REPORT ON CORPORATE GOVERNANCE
A. MANDATORY REQUIREMENTS:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The New Government established in India emphasizes more on Governance, transparency, honesty towards its people. On the similar grounds Your Company Pine Animation Limited emphasizes on Corporate Governance Policy philosophy for better understanding of Company's functions by the Stakeholders. In your Company the philosophy of Corporate Governance stems out from our strong belief in maintaining, improving and enhancing the investor's confidence towards the Company. It is this conviction that helps the Company in maintaining sound ethical practices such as transparency, openness, fairness, professionalism in operations and timely disclosures towards stakeholders. The Company strives towards well being of the Stakeholders and investors by inculcating well structured and well ensured systems and procedures to fulfill its oversight responsibilities and to provide management the strategic direction it needs to create long term shareholders value
2. BOARD OF DIRECTORS
The Board of Directors from time to time broadly includes items specified in the Government Guidelines and any other information considered relevant and useful in facilitating meaningful and focused deliberations on issues concerning the Company and taking decisions in an informed and efficient manner. Additionally, Directors on the Board are free to seek and access all information pertaining to the business of the Company, as and when required.
The composition of the Board of your Company is in conformity with Clause 49 of the Listing Agreement, as amended from time to time. The Board of the Company presently consists of four directors. The Board comprises of two Executive Director and three Non-Executive Directors. The board also comprises of Independent Directors which brings in independent judgment in the Board's deliberations and decisions
• Board meetings of the Company
The Board has duly complied with the Secretarial Standard 1 and Clause 49 of the Listing agreement for holding the Board meetings of the Company. The meetings were held within a gap of three months and all the procedures were duly accorded and maintained while the meeting was held
3. COMMITTEES OF THE BOARD
The Board has total three Committees namely,
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders Relationship Committee
A) AUDIT COMMITTEE:
The Audit Committee comes into force. to comply with the provisions of the Corporate Governance of Listing Agreement which will bring more and more transparency and efficiency in the Board Procedures and in the operations of the Company
The audit committee is expected to review the company's financial reporting process and its financial statement, review the accounting and financial policies and practices, review the efficiency of the internal control mechanism and monitor the management of risk, review policies adopted by the company and ensure compliance with the regulating guidelines, review reports furnished by the statutory auditors and ensure that suitable follow ups are taken.
The terms of reference of the audit committee includes the powers as laid out in clause 49 II (C) of the listing agreement and role as stipulated in clause 49 II (D) of the listing agreement.
The Audit Committee was constituted with Mr. Mandar Palav as the Chairman and Mr. Krishna Kumar Murarka and Mr. Shyam Sundar Parasramka as the Members of the Committee. The Committee underwent restructuring in previous year, after the restructuring of the entire Board of Directors of the Company and present members of the Committee are as follows:
i. Powers of the audit committee includes:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers Necessary.
5.To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.
ii.The scope of committee includes:
1. Review of Company's financial reporting process and the financial statement.
2. Review internal control systems and functioning of internal audit process.
3. 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 system of a material nature and reporting the matter to the board.
4. Post audit review with statutory auditors.
5. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
iv. Efficiency and effectiveness of operations :
1. Safeguarding of assets and adequacy of provisions for all liabilities.
2. Reliability of financial and other management information and adequacy of disclosures
3. Compliance with all relevant statutes.
B) NOMINATION & REMUNERATION COMMITTEE:
The Remuneration Committee renamed as Remuneration & Nomination Committee as on 13th August 2014 to comply with new Companies Act 2013 and the provisions of the listing agreement of the Corporate Governance. The following action has brought in more transparency, precision and efficiency within the Board and its process and in the operations of the Company.
?> The role of the remuneration committee primarily includes the following: -
1. Examining and suggesting the remuneration policy for executive directors
2. Examining; reviewing and modifying the human resources development policy including all personnel related matters.
The Remuneration Committee was constituted with Mr. Shyam Sundar Parasramka as the Chairman and Mr. Krishna Kumar Murarka and Ms. Bhavin Ashiyani as the Members of the Committee.
C) STAKEHOLDERS RELATIONSHIP COMMITTEE
On 14th August, 2014 the Board also re-constituted and renamed Share Transfers And Investors/Shareholders Grievance Committee as Stakeholders Relationship Committee in terms of the provisions of Companies Act 2013 read with revised Clause 49 of the Listing Agreement as follows: This helped the Company to improvise the services to be provided to the shareholders and to redress the complaints, transfer of shares etc related matter.
During the year under review, Shareholders committee met four times where all the members were present.
¦ 28th May, 2014
¦ 14th August, 2014
¦ 15th November, 2014
¦ 12th February, 2015
Queries during the year:
Total number of queries received during the year - Nil
Total number of queries solved during the year - Nil
Total number of queries pending as on 31st March, 2015 - Nil
During the year, the company resolved all the complaints within the time frame prescribed by the SEBI/Stock Exchanges except the disputed matters.
The Shares received for transfer are generally approved by the committee, once in the fortnight, and are given effect by the Registrar and Share Transfer Agent the details of which are noted by the board
Disclosure on materially significant related party transactions 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. NIL
Details of non-compliance by the Company, penalties, imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter. NIL
3. MEANS OF COMMUNICATION:
The quarterly and half-yearly unaudited financial results during the year were published through vide circular in the local newspaper as per clause 41 of Listing Agreement.
4. GENERAL SHAREHOLDERS INFORMATION:
i. Annual General Meeting
Date : 30th September 2015 Time : 10.00 AM
Address: Office No. 61,Ground Floor, Arunachallam Street, Chindadripet, Chennai-600002, Tamil Nadu
ii. Financial Calendar
a) April to March
b) 1st Quarter Results - within 45 days from the end of the Quarter
c) 2nd Quarter Results- within 45 days from the end of the Quarter
d) 3rd Quarter Results - within 45 days from the end of the Quarter
e) 4th Quarter Results - within 60 days from the end of the Quarter
iii. Date of Book Closure
24th September 2015 till 30th September 2015 (both days inclusive)
iv. Listing on Stock Exchanges
Bombay Stock Exchange Limited.
v. ISIN Number for DSL/NSDL INE631B01020
vi. BSE Scrip Code 501827
vii. Registrar and Transfer Agents
SYSTEM SUPPORT SERVICES ,
209, Shivai Industrial Estate, 89, Andheri - Kurla Road, Next to Logitech Park, Above cdonalds), SakinakaAndheri (E),Mumbai -400072. Contact: 022-28500835 Email: email@example.com
viii. Registered Office
Office No.61,Ground Floor, Arunachallam Street, Chindadripet, Chennai - 600 002, Tamil Nadu, India
xi. Listing of Equity Shares:
The securities of your Company are listed at BSE and securities of the Company have been suspended on the BSE. The matter is under the proceeding with the Securities Appellate Tribunal
xi. Buy-Back of Shares:
There was no buy-back of shares during the year under review.
xii. Share Transfer System:
All the transfer received are processed by the Share Transfer Agent -System Support Services,
209, Shivai Industrial Estate, 89, Andheri - Kurla Road, Next to Logitech Park, Above Mcdonalds), Sakinaka, Andheri (E),Mumbai-400072, Contact: 022-28500835, Email: firstname.lastname@example.org and approved by the Board/Committee and returned well within the stipulated period from the date of receipt.
xv. Dematerialization of shares
The total equity share Capital of the Company is 27,70,00,000 as on 31st March 2015, of which 270,233,850 equity shares i.e. 97.56% of the total paid up equity capital are traded in electronic form. Further from total electronically traded shares 17,99,63,959 Equity shares were held in electronic form with National Securities Depository Limited (NSDL) and 9,02,69,891 Central Depository Services (India) Limited (CDSL) and remaining 67,66,150 Equity shares are in Physical form. All the demat requests were generally processed and confirmed within 7 days of receipt
xvi. Address for correspondence:
PINE ANIMATION LIMITED
Office no.61, ground floor, arunachallam street, Chindadripet, chennai- 600 002, india
Shareholders correspondence may be directed to the Company's Registrar and Share Transfer Agents whose address is given below:
System Support Services ,
209, Shivai Industrial Estate, 89, Andheri - Kurla Road, Next to Logitech Park, Above Mcdonalds), Sakinaka, Andheri (E),Mumbai,Maharashtra,400072, Contact: 022-28500835, Email: email@example.com
xvii. Secretarial Audit Report
As stipulated by the Securities and Exchange Board of India, Secretarial Audits have been carried out, by Firm of Practicing Company Secretary, to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the board of directors. The audit, inter alia, confirms that the total listed and paid-up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
5. Declaration under Clause 49(I)(D) of the Listing Agreement for compliance with the Code of Conduct
In terms of the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges, it is hereby declared that the Members of the Board of Directors of the Company have affirmed the compliance with the Code of conduct for the year ended 31st March, 2015.
By Order of the Board of Directors
For Pine Animation Limited
Sd/- Mr. Shyam Sundar Parasramka
Date:-03rd September 2015
Registered Office: Office No.61, Arunachallam street, Chindadripet Chennai, Tamil Nadu-600002.