CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance is given below.
1. Company's philosophy
The Company believes in good Corporate Governance that enables the group to perform ethically and efficiently to generate long-term value and wealth for its shareholders and sharing the information in a transparent way with its shareholders, bankers, and customers.
2. Board of Directors
a) Composition of Board
During the year under report, there was no change in the composition of the Board of Directors of the Company. Mr. G. M. Gandhi, Managing Director represents the Promoters group and four Independent Non Executive Directors are namely Mr. C. C. Dalal, Mr. C. M. Maniar (Ceased to be Director w.e.f. 29th June, 2014), Mr. N. A. Rathod and Mr. A. B. Desai.
b) Non-executive Directors' compensation and disclosure
During the year under report, the Company has paid to the non-executive Directors sitting fee of Rs.10,000/- after deducting TDS for each meeting of the Board or a Committee thereof attended by them, except to Mr. N. A. Rathod, who has consented not to receive sitting fees from the Company.
c) Other provisions as to Board and Committees
(i) Meetings and attendance record of each Director
During the year under report from 1st April, 2014 to 31st March, 2015, the Board of Directors held six meetings on 25.04.2014, 18.07.2014, 28.08.2014, 12.11.2014, 30.01.2015 and 31.03.2015 including one exclusive meeting of Independent Director.
Mr. C. C. Dalal and Mr. A. B. Desai were present in all the six Board meetings, Mr. Gaurang Gandhi was present in five Board Meetings and Mr. N. A. Rathod, was not present in any of the Board Meetings.
All the Directors of the Company expect Mr. N. A. Rathod, were present in the last Annual General Meeting of the Company.
(ii) Number of Directorships
Mr. C. C. Dalal is a director of two other companies and he is also a member of two Board Committees. Mr. G. M. Gandhi is a director of fifteen other companies and he is also a member of one Board Committee. Mr. N. A. Rathod is a director of thirty other Companies and Mr. A. B. Desai is a director of one other Company.
d) Code of Conduct
The Company has framed a Code of Conduct for the members of the Board of Directors and Senior Management personnel of the Company. A declaration by Mr. G. M. Gandhi, Managing Director, regarding compliance by the Board Members and Senior Management personnel with the Code of Conduct is given as Annexure to this report.
3. Audit Committee
The Audit Committee comprises of Mr. C. C. Dalal, Chairman of the Committee, Mr. A. B. Desai, both are nonexecutive Independent Directors and Mr. G. M. Gandhi, Managing Director of the Company. During the year under report the Audit Committee held four meetings and considered the quarterly, half yearly and audited standalone and consolidated accounts of the Company. The Audit Committee also supervised the Internal Audit system and procedures relating to internal control system. All three members were present in all the committee meetings.
4. Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Mr. C. C. Dalal, Chairman of the Committee, Mr. A. B.Desai, and Mr. N. A. Rathod, all are non-executive Independent Directors of the Company. This Committee is constituted mainly to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management, to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board, to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management. The Committee has adopted a policy in commensurate with size and requirements of the Company and meets as such frequent internals as may be required.
During the year, the Company has paid remuneration to Mr. G. M. Gandhi, Managing Director of the Company within the specified limits as per Special Resolution passed by the Shareholders of the Company.
5. Stakeholders' Grievance Committee
During the year the present Shareholders Grievance Committee to be reconstituted as Stakeholder Relationship Committee. The Committee members comprise of Mr. C. C. Dalal, Mr. G. M. Gandhi and Mr. A. B. Desai. The Committee has delegated the power to deal with and approve the cases of Transfer, Transmission, Deletion, Rematerilisation, Split, Consolidation, duplicate issue of Share certificate etc. relating to the Equity Shares of the Company that is upto 50,000 Equity Shares jointly to Mr. Sanjay Kabra, Vice President - Finance and Mr. Amit Chandra, Company Secretary and also the cases of above 50,000 Equity shares and upto 2,00,000 Equity Shares, to Mr. Gaurang Gandhi, Managing Director, of the Company. Mr. Amit Chandra, Company Secretary of the Company is appointed as Compliance Officer of the Company. During the year the Company has resolved all the Investors complaints and there are no pending complaints at the end of the year.
a) Materially Significant related party transactions
There were related party transactions with the related parties in the ordinary course of business as mentioned in Note 32 of Financial Statements There were no material individual transactions with related parties, which are not in the normal course of business.
b) Penalties or strictures
No penalties or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority. The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement.
c) Whistle Blower Policy
The company has adopted whistle blower policy as per the statutory provisions. During the year, None of the Whistle Blowers have been denied access to the Audit Committee of the Board.
d) Compliance with Mandatory requirements
During the year end under review, the Company has has adhered to all the mandatory requirements of Corporate Governance norms as prescribed by Clause 49 of the Listing Agreement to the extent applicable to the Company.
7. Means of communications
The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchange immediately after the Board approves the same. The results are published in one National daily English newspaper and one regional language newspaper in the city in which the registered office of the Company is located and uploaded on the Company's Website : www.pinc.co.in.
8. General Shareholders information
a) The Annual General Meeting of the Company will be held on Friday, 28th August, 2015, at 11.30 a.m., at Kilachand Conference Room, 2nd floor, Indian Merchant Chambers, IMC Marg, Churchgate, Mumbai - 400 020.;
b) Financial calendar
Financial Reporting for Quarter I - (ending June 30, 2015) Within 45 days from the end of quarter.
Financial Reporting for Quarter II (ending September 30, 2015) Within 45 days from the end of quarter.
Financial Reporting for Quarter III - (ending December 31, 2015) Within 45 days from the end of quarter.
Financial Reporting for Quarter IV - (ending March 31, 2016) Within 60 days from the end of quarter.
c) The dates of Book Closure are 22nd August, 2015 to 28th August, 2015 (both days inclusive);
d) The Company's Shares are presently listed on BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400023. The Company's Stock code in the Exchange is 507864 and the ISIN number is INE746D01014;
e) The address and telephone and fax numbers of the Registrar and Share Transfer Agent of the Company are Satellite Corporate Services Private Limited, B-302, Sony Apartments, Opp. St. Jude High School, Off. Andheri Kurla Road, Jarimari, Sakinaka, Mumbai 400 072. Tel. No: 022-2852 0461 / 2852 0462 Fax no.: 022- 2851 1809 Email Address:- email@example.com.
f) During the year the present Shareholders Grievance Committee to be reconstituted as Stakeholder Relationship Committee. The Committee members comprise of Mr. C. C. Dalal, Mr. G. M. Gandhi and Mr. A. B. Desai. The Committee has delegated the power to deal with and approve the cases of Transfer, Transmission, Deletion, Rematerilisation, Split, Consolidation, duplicate issue of Share certificate etc. relating to the Equity Shares of the Company that is upto 50,000 Equity Shares jointly to Mr. Sanjay Kabra, Vice President - Finance and Mr. Amit Chandra, Company Secretary and also the cases of above 50,000 Equity shares and upto 2,00,000 Equity Shares, to Mr. Gaurang Gandhi, Managing Director, of the Company.
g) As on 31st March, 2015, 79.13% of the Company's totals Paid up Equity Shares were held in demat form with NSDL and CDSL;
h) The Company has paid listing fees for the Financial Year 2015-16 to BSE Limited, the only Exchange where shares of the Company are presently listed; and
i) The Company's Registered as well as Corporate office is situated at 1218, Maker Chamber V, Nariman Point, Mumbai - 400 021, Tel. No.: 022- 6618 6633 / 2202 1171, Fax no.:022-2204 9195, email id for investor's relation is: firstname.lastname@example.org, and website: www.pinc.co.in.
9. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.
10. Managing Director & Chief Financial Officer Certification
Certificate from Mr. G. M. Gandhi, Managing Director & Mr. R. M. Bhatia, Chief Financial Officer of the Company certifying the relevant clauses as required under point IX of Clause 49 of the Listing Agreement was placed before the Board during the year under report.
11. Certificate from Auditors
The certificate of Auditors relating to Corporate Governance is annexed here to.