REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is an integral part of Company's value system, management ethos and business practices. The Company's corporate governance initiatives are based on:- Commitment to excellence and customer satisfaction;
- Commitment to maximizing long-term shareholder value;
- Commitment to responsible and ethical corporate conduct; and
- Concern for the environment and sustainable development.
The Company regularly evaluates and defines its management practices which are aimed at enhancing its commitment to ensure that these basic tenets of corporate governance are met. At Prakash, the basic Corporate Governance norms have been institutionalized as an enabling and facilitating business process at the Board, Management and Operational levels. Business practices are regularly reviewed and reaffirmed against these tenets and all steps are taken to ensure that Company operates beyond the mandatory regulatory framework of good corporate governance.
This chapter, along with the chapters on Management Discussion and Analysis and Additional Shareholders Information, reports Company's compliance with Clause 49 of the Listing Agreement with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
2. BOARD OF DIRECTORS
i) a) Composition
The Board is broad-based and consists of eminent individuals with considerable professional experience from industry, management, finance and other fields. As on 25th May 2015 the Board of PIL had 11 Directors, comprising of four Executive (including the Chairman), one Non Executive and six Non Executive and Independent Directors as defined under the Listing Agreements with the Stock Exchanges. The Company is managed by the Board of Directors in coordination with the Senior Managment team. The Board periodically evaluates the needs for change in its composition and size.
b) Board Functioning and Procedures
The Board meets at least once a quarter to review the quarterly performance and financial results. Board meetings are generally held at the Corporate Office of the Company in New Delhi and are governed by a structured agenda. The agenda, along with the explanatory notes are sent to all the Directors well in advance of the date of Board meeting to enable the Board to take informed decisions. The Board is also free to recommend the inclusion of any matter for discussion in consultation with the Chairman. The Chief Financial Officer provided financial insights, status of internal controls in the working of the Company to the Board for discussing corporate strategies. All relevant information required to be placed before the Board, as required under Clause 49 of the Listing Agreement is considered and taken on record / approved by the Board
iii) Pecuniary Relationship
Independent Directors viz. Dr. S. L. Keswani, Shri K. C. Mehra, Shri Y.N. Chugh, Shri M.R. Agarwal, Shri Pankaj Chaturvedi and Smt. Purnima Gupta do not have any pecuniary relationships or transactions with the Company except for the sitting fees drawn for attending the meetings of the Board and Committee(s) thereof.
v) Meetings of Independent Directors
The Company's Independent Directors would meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings will be conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views. The Chairman of meeting will take appropriate steps to present Independent Directors' views to the Chairman and Managing Director.
3. COMMITTEES OF THE BOARD OF DIRECTORS:
a) AUDIT COMMITTEE
i) Terms, composition, names of members and chairman
The terms of reference of the Committee cover the matters specified for the Audit Committee under clause 49 of the Listing Agreement as well as those mentioned in section 177 of the Companies Act, 2013.
b) NOMINATION AND REMUNERATION COMMITTEE
i) Terms, composition, names of members and chairman
The Board of Directors had constituted a Remuneration Committee in the year 2002 which was renamed and reconstituted in the year 2014.
The terms of reference of Nomination and Remuneration Committee cover the matters specified for the said Committee under clause 49 of the Listing Agreement.
The Committee comprises of Dr. S.L. Keswani (non-executive and independent Director) as the Chairman of the Nomination and Remuneration Committee and Shri K.C. Mehra and Shri Y. N. Chugh (both non-executive and independent Directors) as members of the Nomination and Remuneration Committee of the Board of Directors.
During the year, one meeting of the Committee was held on 11th February, 2015 in which the remuneration of Shri Vikram Agarwal, Managing Director, Shri M.L. Pareek and Shri P.L. Gupta, Whole-time Directors was considered, approved and recommended to the Board.
c) SHAREHOLDERS COMMITTEE :
i) SHARE TRANSFER COMMITTEE
The Committee consists of Shri V.P. Agarwal, Chairman of the Company as Chairman and Shri Vikram Agarwal, Managing Director as member of the Committee.
The Board has constituted a Share Transfer Committee which meets twice a month to approve the transfer and transmission of shares/debentures, issue of duplicate share certificates, consolidation and sub-division of shares, etc. The Company complies with the requirements of the listing agreements with stock exchanges with respect to transfer of shares. The requisite certificates are sent to the transferees within the prescribed time. The stipulations of depositories regarding demat / remat etc. are also complied with.
As required by the Stock Exchanges, the Company has appointed Shri Manoj Aggarwal, Company Secretary of the Company as Compliance Officer to monitor the transfer process and liaison with the regulatory authorities.
ii) STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee (formerly known as Shareholders'/ Investors' Grievance Committee) has been reconstituted on 28th May, 2014 in terms of Clause 49 of Listing Agreement and is entrusted with the responsibility of addressing the shareholders/ linvestors' complaints with respect to transfer of shares, non-receipt of Annual Report and non-receipt of dividend etc. The Committee consists of
Dr. S.L. Keswani (non-executive and independent Director) Shri V.P.
In Compliance to Clause 47(f) of the Listing Agreement of Stock Exchanges, the Company has created for the help of investors an exclusive e-mail ID viz. firstname.lastname@example.org
d) FINANCE COMMITTEE
The Board has also constituted a Finance Committee on 14th November, 2013 to look after all credit facilities taken or to be taken by the Company for the business of the Company and any other transaction or any financial issues that the board may desire to be reviewed by the Finance Committee. The Committee comprises of Shri K.C. Mehra (non-executive and independent Director) as Chairman of the Committee, Dr. S.L. Keswani (non -executive and independent Director), Shri P.L. Gupta, (Whole-time Director and Chief Financial Officer) and Sh M.L. Pareek (Whole-time Director) as members of the Finance Committee of the Board of Directors
e) ALLOTMENT COMMITTEE
The Board has also constituted an Allotment Committee for allotment of equity shares or any other instrument convertible into equity shares. The Committee comprises of Dr. S.L. Keswani (non-executive and independent Director) as the Chairman of the Allotment Committee and Shri K.C. Mehra, Shri Y.N. Chugh (all non-executive and independent Directors) and Shri Vikram Agarwal (Managing Director) as members of the Allotment Committee of the Board of Directors.
Since there was no allotment of equity shares or any other instrument convertible into equity shares, no meeting was held during the financial year 2014-15.
f). CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
The Board has constituted the Corporate Social Responsibility and Governance Committee (CSR & G Committee) comprising Dr. S. L. Keswani, as Chairman and Shri K C Mehra, Shri Kanha Agarwal, Smt Purnima Gupta and Shri Vikram Agarwal as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.
g) RISK MANAGEMENTCOMMITTEE
In terms of the provisions of revised Clause 49 of the Listing Agreement, Company has constituted a Risk Management Committee comprises of Shri Vikram Agarwal, Managing Director as Chairman and Shri M.L. Pareek and Shri P.L. Gupta, Whole-time Directors of the Company as members.
The Committee is empowered pursuant to its terms of reference:
1. To develop and implement the Risk Management Policy of the Company
2. To lay down risk assessment and minimization procedures
3. To frame, implement, review and monitor Risk Management Plan of the Company
4. To perform such other functions as may be referred to it by the Board
The Committee in its meeting held on 14th November, 2014 had developed and implemented a Risk Management Manual containing the Risk Management Policy and Project Schedule Risk Assessment.
The Committee in its above meeting had also formulated and implemented a Risk Management Plan for the Company including the procedure to inform Board Members about risk assessment and minimization procedures.
4. CODE OF CONDUCT
The Company has adopted a Code of Conduct for all Directors and Senior Management personnel including functional heads of the Company. The essence of the code is to conduct the business of the Company in honest and ethical manner in compliance with applicable laws. The Code of Conduct has been posted on the website of the Company. All the Board members and Senior Management personnel including functional heads of the Company have affirmed compliance with the Code of Conduct. A declaration signed by the Managing Director is given below: "In terms of Clause 49-I(D) of the Listing Agreement it is hereby declared that all the Directors and Senior Management personnel including functional heads have affirmed compliance of the Code of Conduct of the Company for the financial year 2014-15"
i) The Company has disclosed the related parties transactions in Notes on Accounts in the Balance Sheet. The same are not in potential conflict with the interest of the Company at large.
ii) During the last three years Company has duly complied with all the matters relating to capital market.
iii) There is a proper policy to look into the grievances of the personnel of the Company and no person has been denied access to the Audit Committee
iv) The Company has generally complied with all mandatory requirements of Clause 49 of the Listing Agreement to the extent these apply to the Company.The Company has also adopted non-mandatory requirements relating to Remuneration Committee and Whistle Blower Policy.
7. GENERAL SHAREHOLDERS' INFORMATION
a) Company Registration Details
The Company is registered in the State of Haryana, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L27109HR1980PLC010724.
b) Annual General Meeting:
Date & Time : 26th September, 2015 at 12.30 p.m.
Venue : 15 Km. Stone, Delhi Road, Hissar-125044
c) Financial Calendar for 2015-16:
i) First quarter results up to 14th August, 2015
ii) Second quarter results up to 14th November, 2015
iii) Third quarter results up to 14th February, 2016
iv) Fourth quarter / Annual results up to 15th / 30th May, 2016
d) Book Closure : 22nd September, 2015 to 26th September, 2015 (both days inclusive)
e) Stock Exchanges where listed:
i) Equity Shares
S.No. Name of the Stock Exchange Stock Code
1. BSE Ltd. 506022
2. National Stock Exchange of India Ltd. PRAKASH
ISIN No. for equity shares : INE603A01013
ii) Foreign Currency Convertible Bonds (FCCB):
FCCB issued by the Company have been listed on the Singapore
Exchange Securities Trading Limited ("SGX-ST")
ISIN No. for FCCB : XS0458122602 and XS0505342864
i) Registrar and Transfer Agents
The Company is doing transfer / split / consolidation / transmission of shares held by shareholders in physical form as well as demat / remat of shares "in-house" since it has got electronic connectivity with both National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).
j) Share Transfer System
The Transfer of shares in physical form are registered and returned within the stipulated time, if documents are clear in all respects.
k) Dematerialisation of Shares :
The Company has arrangements with both National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and got electronic connectivity of shares for scripless trading. As on 31st March, 2015; 92.66% of Equity Shares of the Company were held in dematerialized form.
l) Listing Fee :
The Company has paid the listing fees upto the year 2015-16 of BSE Ltd. and National Stock Exchange of I ndia Ltd. where the shares of the Company are listed and traded.
m) Outstanding Foreign Currency Convertible Bonds (FCCB) 8.
Company had issued 600 Foreign Currency Convertible Bonds (FCCB) of US$ 1,00,000 each 29th April, 2010. The total outstanding FCCB as on 31st March 2015 is 60 Million US$.
n) Plant Locations :
i) Champa, Distt. Janjgir - Champa (Chhattisgarh)
ii) Chotia (Chhattisgarh)
iii) Raipur (Chhattisgarh)
iv) Kashipur (Uttarakhand)
v) Koira, Distt. Koenjhar (Odisha)
vi) Muppandal (Tamil Nadu)
o) Address for Correspondence and for Share Transfer and related matters:
Prakash Industries Ltd. SRIVAN, Bijwasan, New Delhi - 110061. Ph. : (011) - 25305800 & 28062115 Fax. : (011) - 28062119 Website: www.prakash.com E-mail : email@example.com
MEANS OF COMMUNICATIONS
The Board of Directors approves and takes on record the quarterly / half yearly and annual results of the performance of the Company which are published in English and Hindi language newspapers. The results are sent to the Stock Exchanges on which the shares of the Company are listed in the prescribed format so as to enable the respective stock exchanges to put the same on their own Website. The results are also displayed on the Company's Website viz. www.prakash.com The Notice of AGM alongwith the Annual Report is sent to the shareholders well in advance of the AGM. The stock exchanges are notified of any important developments. Management Discussion & Analysis report which forms part of the Annual Report is attached to the Directors Report and sent to the shareholders.
NSE Electronic Application Processing System (NEAPS): The NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are filed electronically on NEAPS. BSE Corporate Compliance & Listing Centre (the 'Listing Centre'): BSE's Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.
SEBI Complaints Redress System (SCORES):
The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised 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.