30 Apr 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:41 PM
Prag Bosimi Synthetics Ltd.

BSE

  • 3.25 0.03 (0.93%)
  • Vol: 1200
  • BSE Code: 500192
  • PREV. CLOSE
    3.22
  • OPEN PRICE
    3.30
  • BID PRICE (QTY.)
    3.30(700)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • (%)
  • Vol:
  • NSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

Prag Bosimi Synthetics Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE:

The detailed report on Corporate Governance as per Clause 49 of the Listing Agreement is set out as below:

Company's Philosophy on Corporate Governance:

Corporate Governance is an integral part of PBSL's value system, management ethics and business practices. PBSL is committed to creating long term value for all its shareholders, employees, customers, associates and the wider community. The Company is committed to and continues to practice good Corporate Governance. The Corporate Governance Code incorporates several practices aimed at a level of business ethics, effective supervision and enhancement of value for all stakeholders. PBSL conforms to all regulatory and legal requirements. The basic philosophy behind and endeavor towards better corporate governance is to enrich the value of stake holders by achieving business excellence.

The company has complied with all the requirements of Corporate Governance as prescribed in clause 49 of the Listing agreement.

Board of Directors:

(a) Composition of the Board

As on 31St March, 2015 the Company's Board comprises of 7 directors. The Board has One Executive Director, the Managing Director is the Promoter Director. In addition, the Board has six Non-Executive Directors, consisting of three Independent Directors.

(b) Number of Board Meetings

Corporate Governance policy requires the Board to meet at least 4 times in a year with a maximum gap of 120 days between any two meetings. The Board of Directors met 12 times during the period under review.

Board's Process

It has always been the Company's policy and practice that apart from matters requiring the Board's approval by statute, all major decisions including quarterly results of the Company as a whole and debt restructuring, capital expenditure, collaborations, material investment proposals, sale and acquisition of assets of material nature, mortgages, guarantees and donations are placed before the Board. This is in addition to information with regard to actual operations, major litigation feedback reports and minutes of Committee Meetings.

The Board of PBSL is regularly presented with all information under the above heads, whenever/ wherever applicable. These are submitted either as part of the agenda papers in advance of the Board meetings or are tabled in the course of the Board meetings.

(c) Code of conduct

The Company has adopted Code of Conduct for all the Directors and Senior Management of the Company. All the Directors and the Senior Management have affirmed compliance with respective code of conduct. The Code of conduct for Directors and Senior management personnel are posted on the Company's website.

Committees of the Board:

The Board of Directors has constituted three permanent committees of the Board - the Audit Committee, the Stakeholders Relationship Committee and the Nomination and Remuneration Committee. The functions of various committees their mode of operation and membership details is given below.

(A) Audit Committee

The Board of Directors has constituted an Audit Committee of Directors to exercise powers and discharge functions as stipulated in section 177 of the Companies Act, 2013, Clause 49 of the Listing Agreements with Stock Exchanges and other relevant statutory / regulatory provisions. The Committee, in addition to other business reviews the quarterly (unaudited) financial results, annual accounts and cost audit reports before submitting to the Board of Directors. The existing Audit Committee consists of the following Directors:

1. Shri. Girindra. M. Das

2. Shri. M. K. Das

3. Shri. Rohit P. Doshi

4. Smt. Deepali Pathak (w.e.f. 31-03-2015)

5. Shri N. G. Vedak (upto 30-03-2015)

The Audit Committee of the Company, inter alia, provides reassurance to the Board on the existence of an effective internal control environment that ensures: -

a) Efficiency and effectiveness of operations.

b) Safeguarding of assets and adequacy of provisions for all liabilities,

c) Reliability of all financial and other management information and adequacy of disclosures

d) Compliance with all relevant statutes.

The Committee has powers similar to those stated in the listing agreements and exercises most of the functions in line with the requirements of the code of Corporate Governance. Audit Committee meeting held ended on 31st March, 2015 are

B. Stakeholders Relationship Committee:

A Stakeholders Relationship Committee has been constituted by the Board of Directors to monitor the redressal of the shareholders / investors grievances. The Committee, comprises of the following Directors/ Secretary:-

1) Shri. H. B. Vyas

2) Shri. Devang Vyas

3) Shri. Rohit P. Doshi

4) Mrs Melvita Almeida (Company Secretary) (Upto 25-07-2014)

5) Mr. Rajesh Shetty (Company Secretary) (w.e.f. 01-0-2014)

Company Secretary also acts as a Secretary to the Committee.

C. Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee to review and recommend payment of annual salaries, commission, service agreements and other employment conditions of the Executives.

The Committee comprises of Shri G.M. Das, Chairman, Shri M.K. Das and Shri Rohit Doshi. The Committee met twice during the period and all the members were present. The Committee periodically reviews and recommends suitable revision in the remuneration package of Executive Directors to the Board.

Disclosures

• There has been no non-compliance penalties/strictures imposed on the Company by stock exchange (s) or SEBI, on any matter related to capital markets, during the last three years,

• There are no materially significant related party transactions, which may have potential conflict with interests of the Company at large.

• There are no pecuniary relationships or transactions with the non - executive independent directors.

• The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement and the Company has not adopted any non- mandatory requirements of Clause 49 of the Listing Agreement.

Means of communication

The financial results and the Annual Reports are displayed on the Company's website (i.e www.pragbosimi.in )

Disclosures

• There has been no non-compliance penalties/strictures imposed on the Company by stock exchange (s) or SEBI, on any matter related to capital markets, during the last three years,

• There are no materially significant related party transactions, which may have potential conflict with interests of the Company at large.

• There are no pecuniary relationships or transactions with the non - executive independent directors.

• The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement and the Company has not adopted any non- mandatory requirements of Clause 49 of the Listing Agreement.

Means of communication

The financial results and the Annual Reports are displayed on the Company's website (i.e www.pragbosimi.in )

Shareholders Information

1. Annual General Meeting:-

Date : 08th July, 2015

Time: 11:30 a.m.

Venue: House No.4, Nilgiri Path, R.G.Barua Road, Near Doordarshan, Guwahati- 781 024

2. Book Closure Date:

From 29th June, 2015 to 8th July, 2015 (both days inclusive)

3. Share Transfer Agent:

SHAREX DYNAMIC (INDIA) PRIVATE LIMITED

UNIT- 1, LUTHRA IND PREMISES, ANDHERI KURLA ROAD, SAFED POOL,

ANDHERI (EAST), MUMBAI 400072.

4. Investors Correspondence

All queries of investors regarding the Company's shares in Physical/ Demat form may be sent to Registrar and Share Transfer Agent of the Company or at Company's corporate office at the following address or at the Registered Office of the Company.

Registrar and Share Transfer Agents:

Sharex Dynamic (India) Private Limited

Unit- 1, Luthra Ind Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai 400072.

Corporate Office:

The Company Secretary Prag Bosimi Synthetics Ltd, R-79/83, Lakshmi Insurance Bldg Fifth Floor, Sir P.M. Road, Mumbai 400001.

Registered Office:

Prag Bosimi Synthetics Ltd. House No.4, Niligiri Path, R. G. Barua Road, Near Doordarshan, Guwahati 781024, Assam.

5. Listing on Stock Exchanges: -

The Company's Equity shares are listed at the following Stock Exchanges:

Stock Exchange Code

The Bombay Stock Exchange 500192

The Guwahati Stock Exchange L/725

The Calcutta Stock Exchange Association Limited 10026150 The Delhi Stock Exchange Association Limited 16025

The Stock Exchange Ahmedabad PRAG BOSM

ISIN No. INE962801Q11

6. Share Transfer System

Share transfer in physical form are registered by the Share Transfer Agent and returned to the respective transferee within a period ranging from fifteen days provided the documents lodged with the Share Transfer Agent/ Company are clear in all respects.

7. Dematerialisation of shares

As per notification issued by the Securities and Exchange Board of India (SEBl), the trading in Company's shares is permitted only in dematerialized

form w.e.f September, 2000. In order to enable the shareholders to hold their shares in electronic form and to facilitate scripless trading, the company has enlisted its shares with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL).

8. Plant Location of the Company:

Bijulibari Village, P.O.Khandajan, Via Sipajhar, Dist. Darrang 784 145

9. Bank Details of the Shareholders:

Shareholders holding shares in physical form are requested to notify/send the following to the Company to facilitate better service:-

a. any change in their address/bank details, and

b. particulars of their bank account, in case the same  have not been sent earlier

10. Depository Services

For guidance on depository services, Shareholders may write to the Company or to the respective Depositories: -

a) National Securities Depository Ltd.

Trade World, A Wing, 4th & 5th Floor, Kamla Mills Compound, Lower Parel, Mumbai 400013

Telephone: (022) 24994200 Fax: (022) 24976351

E-mail: info@nsdl.co.in  Website: www.nsdl.co.in

b) Central Depository Services (India) Ltd. 17th floor, P J Towers,

Dalai Street, Fort, Mumbai 400001

Telephone: (022) 2723333 Fax: (022) 22723199

E-mail : investors@cdslindia.com  Website: www.cdslindia.com  

11. Nomination Facility

Members who hold shares in physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest to avail of the nomination facility by filing Form 2B. Members holding shares in the dematerialized form may contact their Depository Participant for recording nomination in respect of their shares.

By order of the Board of Directors

Hemant B. Vyas

Managing Director

Devang Vyas

Director

Date: 30th May, 2015

Place: Guwahati