REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE :
The Company's philosophy on Corporate Governance has been developed with a tradition of fair and transparent governance. The Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder's expectations. Your company has fulfilled all the existing guidelines under clause 49 of the listing agreement.
Appropriate Governance Structure with defined roles and responsibilities:
The company has put in place an integral governance structure with defined roles and responsibilities of every constituents of system. The company's shareholders appoint the Board which in turn governs the company. The Board has established five committees to discharge its responsibilities in an effective manner. The company secretary acts as the secretary of all the committees of the Board constituted under Companies Act, 2013 and rules made there under. The Chairman and Managing Director (CMD) provide overall direction and guidance to the Board. The CMD is assisted by six executive directors and a core group of senior level executives
The Board is comprised with 50% executive directors and 50% non executive non independent directors. The enlighten Board consists of executive and independent directors helps in creating Board culture and quality governance. The company has defined guidelines and an established framework for the meetings of the Board and Committees. These guidelines help in better decisions making process at the meetings of Board and Committees.
At Pix, we try to conduct our business and strengthen our relationship in a manner that is dignified, distinctive and responsible. We follow the ethical standard to the optimum level to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. We have adopted various codes and policies to carry out our duties in an ethical manner. Following are the policies and codes adopted by the company:
• Code of conduct
• Code of conduct for Prohibition of Insider Trading
• Health, Safety and Environment (HSE) Policy
• Vigil Mechanism and Whistle Blower Policy
• Policy on Materiality of related Party Transactions and on Dealing with Related Party Transactions
• Corporate Social Responsibility Policy
• Remuneration Policy for Directors, Key Managerial Personnel and other employees
• Policy for Determining Material Subsidiaries
Audit and internal checks and balances:
The statutory audit of the company is done by equally competent Chartered Accountants, M/s S.C Bandi & Co, Mumbai. The company has an internal audit cell acting as independent internal auditors that regularly reviews internal control and operating systems and procedures. The company is planning to establish a legal cell to ensure compliances of industrial and labour laws, taxation laws, corporate and securities laws and health and safety and environment regulations. The efficient and ever alert internal control system ensures optimal use and protection of assets; facilitate accurate and timely compilation of financial statements and compliance with statutory laws and regulations.
Observance of Secretarial Standards issued by the Institute of Company Secretaries of India:
The company has geared up to comply with the Secretarial Standards SS-1 and SS-2 issued by the Institute of Company Secretaries of India and made applicable to the company effective from 1st July, 2015. The company in its endeavor tries to adopt and practice other Secretarial Standards and Guidelines issued by the Institute for better corporate governance
c) Number of Board Meetings :
During the year ended March 31, 2015, The Board of Directors met ten times on following dates:
29th May 2014 , 30th May 2014 ( adjourned meeting of 29th May 2014 ) , 28th June 2014 , 24th July 2014 , 2nd August 2014 , 12th August 2014 , 20th September 2014 , 16th October 2014 , 12th November 2014 , 7th February 2015 and 31st March 2015 .
d) Selection of Independent directors
The company has constituted Nomination and Remuneration Committee for appointment of independent directors on the Board of the company. The committee inter alia considers qualification, positive attributes, area of expertise and no. of directorship and membership held in various committees of other companies. The Board considers the committee's recommendation and takes appropriate decision. Every independent Director at the first meeting of Board in which he / she participates as a Director and thereafter at every first meeting of the Board in every financial year gives a declaration that he/she meets with the criteria of independence as provided under law.
e) Independent Directors Meeting :
During the year under review, the Independent Directors met on 7th February, 2015, inter alia, to discuss:
1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole.
2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the independent Directors except Dr. Manoj Mohan Sajnani were present at the meeting.
f) Directors Induction and Familiarization program
The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The provision of an appropriate induction program for new Directors and ongoing training for existing directors is a major contributor to the maintenance of high Corporate Governance standards of the Company. The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise. The induction process is designed to:
a. Familiarize with the nature of Business of the Company.
b. Roles and Responsibilities.
c. Nature of industry including competition/export potential.
d. The business model and Corporate Plans [Long Term and Short Term] of the Company
The details of Directors' induction and familiarization programs are available on the Company's website at www.pixtrans.com
g) Code of Conduct;
The company has in place a comprehensive Code of Conduct applicable to all the employees and Executive Directors including Independent Directors. The code is applicable to Executive Directors including Independent Directors to such an extent as may be applicable to them depending on their roles and responsibilities. The code gives guidance and support needed for ethical conduct of business and compliance of law. A copy of the Code has been posted on the website of the company www.pixtrans.com The code is circulated to the Directors and management personnel and its compliance is affirmed by them annually.
3. AUDIT COMMITTEE
Terms of Reference
Apart from all the matters provided in clause 49 of the listing agreement and section 177 of the Companies Act 2013, the Audit committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the company.
4. NOMINATION AND REMUNERATION COMMITTEE Terms of Reference
Nomination and Remuneration committee formulates the policy for appointment of Executive, Non-Executive and Independent Directors to the Board , determines / recommend all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonuses, stock options, pension etc on the basis of adopted policy. It also carries out evaluation of each Director's performance and performance of the Board as a whole.
The Nomination and Remuneration Committee comprises of the following members of the Board: non-executive independent
The current remuneration policy adopted by Nomination and Remuneration committee takes care of selection of Directors on the board and has defined criteria for determining their remuneration .The ultimate objective of formulating and adopting remuneration policy is to provide best talent to the board with market competitive total reward opportunity.
The remuneration policy has defined criteria for identifying, screening, recruiting and recommending candidates for election as an Executive or Non-executive Director on the Board.
The major criteria for the appointment to the board are as follows:
1. Qualification, Expertise and Experience in specific areas of business.
2. Diversity of the board having expertise in the field of Manufacturing, Marketing, Finance and Taxation, Law, Governance and General Management.
3. Composition of the board with optimal balance of Executive and Non-Executive Directors consistent with the requirements of law.
The major criteria for the reward / remuneration are as follows:
1. Transparent, fair and consistent reward framework.
2. Relationship of reward with performance.
3. Competitive and reasonable level of remuneration to attract, retain and motivate best talent on board.
The detailed policy on remuneration of Directors, Key Managerial Personnel and Senior Management is displayed on the website of the company at www.pixtrans.com
Performance evaluation criteria of Independent Directors
The Nomination and Remuneration Committee of the Company approved a Evaluation Policy during the year, which was adopted by the Board of Directors. The policy provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. The Policy provides that evaluation of the performance of the Board as a whole; Board Committees and Directors shall be carried out on an annual basis. The performance evaluation of the Independent Directors was carried out by the entire board .The performance evaluation criteria of Independent Directors are as under:
a. Attendance and participations in the meetings.
b. Raising of concerns to the Board.
c. Safeguard of confidential information.
d. Rendering independent, unbiased opinion and resolution of issues at meetings.
e. Initiative in terms of new ideas and planning for the Company.
f. Safeguarding interest of whistle-blowers under vigil mechanism.
g. Timely inputs on the minutes of the meetings of the Board and Committee's, if any
5. STAKEHOLDERS' RELATIONSHIP COMMITTEE
This Committee comprises the following executive and non-executive independent members of the Board;
Mr. Jose Jacob Chairman (till 23/07/2014)
Mr. Haresh Eidnani Chairman (w.e.f. 24/07/2014)
Mr. Sukhpal Singh Sethi Member
Mr. Sonepal Sethi Member
Mr. Aqueel A Mulla Member (w.e.f. 24/07/2014)
Mr. Jose Jacob acted as Chairman of this committee till 23rd July 2014 and due to his resignation from the board Mr. Haresh Eidnani was designated as chairman of this committee w.e.f. 24th July 2014. Mr. Aqueel A Mulla one of the independent director was inducted as member in place of Mr. Jose Jacob.
The company has a large number of shareholders and this committee meets regularly to approve transfer of shares, splitting and consolidation of shares, issuance of duplicate shares and review/redress shareholder complaints.
Mr. Shybu Varghese, Company Secretary acts as compliance officer of the company.
During the year ended 31.03.2015, 61 complaints/queries were received. There were no complaints/queries pending for reply. There were no Share transfers pending for Registration for more than 15 days as on the said date.
The committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of corporate social responsibility policy. The Board has also empowered the committee to look into the matter related to sustainability and overall governance.
Terms of references of the Committee, inter alia includes the following:
• To formulate and recommend to Board a Corporate Social Responsibility (CSR) policy
• Indicating activities to be undertaken in compliance of the provisions of the Companies Act, 2013 and rules made there under
• Recommend the amount of expenditure to be spent on CSR activities
• Monitoring the implementation of CSR policy from time to time
• To approve Corporate Sustainability report and oversee the implementation of sustainability activities
• To ensure compliance with corporate governance norms as laid down under Listing Agreement with Stock Exchange, Companies Act, and other statutes or any modification or re-enactment thereof.
7. RISK MANAGEMENT COMMITTEE :
The Risk Management Committee was constituted by the Board in pursuance to the requirement of Companies Act, 2013 and Clause 49 of the Listing Agreement. The committee implements and monitors Risk Management Plan of the company.
9. DISCLOSURES : Related Party Transactions
The company has not entered into any transaction of a material nature with the Promoters, Directors or the Management, their relatives etc. that may have any potential conflict with the interests of the company.
None of the transactions with any of related parties were in conflict with the Company's interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 41 of Notes to Accounts to Standalone Financial Statements, forming part of the Annual Report.
In line with requirement of the Companies Act, 2013 and Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available at Company's website at www.pixtrans.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.
Stock Exchange / SEBI Compliances
The company has complied with the requirements of the stock exchanges, SEBI and other statutory authorities on all matters related to capital markets. During the last three years, there were no penalties imposed nor any strictures issued on the Company by the Stock Exchanges, SEBI or any other statutory authority relating to the above.
Whistle Blower Policy
The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.
The employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee.
10. MEANS OF COMMUNICATION :
The Quarterly Un-Audited (Provisional) Results and the Annual Audited Financial results of the company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper viz. "LOKSATTA" and one English news paper viz. "INDIAN EXPRESS".
Also they are uploaded on the Bombay Stock Exchange's website www.bse.com < The results are published in accordance with the guidelines of the Stock Exchanges. The company's website www.pixtrans.com contains dedicated section Investors Relations, in which information is regularly posted for the information of shareholders and investors. The company's annual report is also available in user friendly and downloadable form.
SEBI Complaint Redress System (SCORES)
The investors complaints are processed in a centralized web- based complaint redress system. The salient features of this system are Centralized Database of all complaints. Online upload of Action taken Reports (ATRS) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
11. GENERAL SHAREHOLDER INFORMATION :
Annual General Meeting
Date : 23rd September , 2015
Time : 9:30 A.M
Venue : J-7 , MIDC , HINGNA ROAD , NAGPUR- 440016
Financial Year 1st April , 2014 to 31st March , 2015
The register of members and share transfer books of the company shall remain closed from Wednesday, September 16, 2015 to Wednesday, September 23, 2015 (both days inclusive) for payment of dividend.
Dividend payment date
Dividend will be paid within 30 days of the approval of the same in the Annual General Meeting.
Listing on stock exchanges
The Company's shares are listed on Bombay Stock Exchange Ltd, Mumbai. The Annual Listing Fees for 20142015 has been paid to the Stock Exchange. The ISIN Number allotted to Company's Equity shares is INE751B01018.
Stock / scrip code allotted by Bombay Stock Exchange to company's equity shares is 500333
Registrar and Transfer Agent
Link Intime India Private Limited C-13 , Pannalal Silk Mills Compound L.B.S. Marg , Bhandup ( W ) , Mumbai - 400078 e-mail : email@example.com
Share transfer system
The Company's shares, which are in compulsory Dematerialized (Demat) list, are transferable through the depository system. Shares in physical form are processed by Registrar and Transfer Agent, M/s. Link Intime India Pvt. Ltd. The share transfers are processed within a period of 15 days from the date of receipt of the transfer documents by M/s Link Intime India Pvt. Ltd.
Dematerialisation of Shares and Liquidity
The Company has arrangement with National Securities Depository Ltd. (NSDL) and Central Depository Services [India] Ltd. (CDSL) for Demat facility. As on 31st March, 2015, 91.56% of the total equity capital is held in the Demat form with NSDL and CDSL. The Company's Equity shares are in the compulsory Demat mode with effect from 27th November 2000.
Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity: NIL
Unit 1 - K-36 , K-37 & K-38 , MIDC , Hingna Road , Nagpur-440016 Unit 2 - Khasra No.25 , 45,46/1,46/2,47 & 48 , Mouza Nagalwadi Tehsil - Hingna, Nagpur-440016 Unit 3 - Khasra No. 57 , Mouza Nagalwadi, Tehsil - Hingna , Nagpur - 440016
Address for Correspondence
J-7 , MIDC , Hingna Road , Nagpur- 440016 Tel : 07104-669002 , Fax : 07104-669007 Website : www.pixtrans.com Email: firstname.lastname@example.org