REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Your Company is committed to good corporate governance, which emphasizes on transparency, professionalism and accountability with the aim of enhancing long term economic value of its shareholders, while giving equal respect to other stakeholders and society at large.
2. BOARD OF DIRECTORS
During the year under review, the Board of Directors of the company comprised of seven Directors including, Woman Directors and four Non-executive Independent Directors. The Composition of Board is in conformity with the provisions of Companies Act, 2013 and Listing Agreement.
The Board has confirmed compliance with the code of conduct for members of the Board and Senior Management.
Mr. Rajkumar Bhasin was appointed as Additional Independent Director of the Company on 20th February, 2015, therefore he could not attend any Board and Committee Meeting of the Company.
3. BOARD COMMITTEES
For effective and efficient functioning of the Company the Board had established following committees for the year 2014-15:
A. Audit Committee
B. Nomination & Remuneration Committee
C. Shareholder's/Investors Grievances Committee
A. AUDIT COMMITTEE
Terms of Reference:
The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensuring accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting. The Audit Committee adheres to the Listing Agreement in terms of quorum for its meetings, functioning, role and powers as also those set out in the Companies Act, 2013.
The said committee reviews report of the internal auditors, meet statutory auditors, internal auditors periodically to discuss their findings and suggestions, internal control system, scope of Audit, observation of the auditors and other related matters and reviews major accounting policies followed by the Company. The minutes of Audit committee meetings are regularly placed before the Board.
The Committee comprise of Three Non Executive & Independent Directors as on 31st March, 2015. The Chairman of the Committee is Non Executive Director.
Meetings and Attendance
Four meetings of the Audit Committee of the Board of Directors took place during the period under review.
As at 31st March, 2015, the composition of the Committee and the attendance details of Committee Members at the meetings held during the period under review is as follows:
B. NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee was reconstituted in accordance with the provisions of Section 178 of Companies Act, 2013 and clause 49 of Listing Agreement.
Terms of Reference:
Your Company has, on recommendation of the Nomination & Remuneration Committee framed the Remuneration Policy which inter-alia lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, alongwith the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters.
For good corporate governance, Company has formed a Remuneration Committee. The Committee comprises of Three Non Executive & Independent Directors as on 31st March, 2015.
C. SHAREHOLDER'S/INVESTOR'S GRIEVANCES COMMITTEE Terms of Reference:
The Committee has been constituted to facilitate prompt and effective redressal of shareholders complaints and reporting of the same to the Board periodically. The Company has also appointed Purva Sharegistry (India) Pvt Ltd, Mumbai a SEBI Registered independent agency, as Registrar & Share Transfer Agent for handling Demat as well as Physical Share Transfer work of the Company.
The Shareholder's / Investors Grievances Committee comprise of four members out of which three are Non Executive & Independent Directors and one is Promoter & Non Executive Director as on 31st March, 2015.
Meetings and Attendance
Four meetings of the Shareholder's / Investor's Grievances Committee of the Board of Directors took place during the period under review.
Number of Complaints Received ----------NIL---------
(Whether related to transfer of shares or non-receipt of annual report)
The Company has appointed Mr. Punit Kumar Sahu, Company Secretary as Compliance Officer ofthe Company.
D. INDEPENDENT DIRECTORS' MEETING
Further, as per the requirement of Listing Agreement and provisions of Companies Act, 2013, an exclusive meeting of Independent Directors was also held without the presence of Non-independent directors & members of management. the Independent Directors met on 20th February, 2015, inter alia to discuss:
i. review the performance of non-independent directors and the Board as a whole;
ii. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;
iii. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
i. Members may refer to details of related party transactions disclosed in the Note No. 21 under notes to financial statements for the year ended 31st March, 2015. The Board is of the opinion that none of the aforementioned transactions were in conflict with the interests of the Company.
ii. During the last three years, no penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI on any matter. The Company has fairly complied with the requirements of the Stock Exchanges and SEBI. During the year under review, the Company has received the order of Suspension of Trading w.e.f. 4th March 2015 vide letter dated 27th February, 2015 from BSE Ltd., in response to which the Company has taken the appropriate action for Revocation of Suspension of trading of the Company.
iii. In accordance with requirement of Companies Act as well as listing agreement a vigil mechanism has been adopted by the board of directors and accordingly a whistle blower policy has been formulated with a view to provide a mechanism for employees of the Company to approach Chairman of the Audit Committee of the Company to report any grievance.
iv. The Company is complying with all mandatory requirements of clause 49 of the Listing Agreement. Non Mandatory requirements relating to Remuneration Committee have been adopted by the Company.
DISCLOSURES OF ACCOUNTING TREATMENT:
While preparation of the Financial Statements, the Accounting Standards, issued by The Institute of Chartered Accountants of India (ICAI), have generally been followed.
CODE OF CONDUCT
The Company has adopted a Code of Conduct for all Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. A declaration signed by the Director is given below.
6. MEANS OF COMMUNICATION:
i. Full Annual Report is sent to each Shareholder every year at his or her Registered Address regularly.
ii. The Company has been regularly sending Quarterly/Half-yearly/ Annual Financial Results to the Stock Exchanges. These results are also sent to those Shareholders who request for the same.
iii. The quarterly results are published regularly in one Regional Language and one English Newspaper having circulation in the region where the Registered Office of the Company is situated.
iv. The financial results were also displayed on the Company's website www.premiercap.in the Company also keeps on updating its website with other relevant information, as and when required.
v. The Quarterly Financial Results and Annual Report are also sent to Financial Institutions/Analysts/Institutional Investors on demand.
vi. The Management Discussion and Analysis Report is incorporated as part of the Directors' Report forming a part of the Annual Report.
vii. Designated exclusive e-mail id for investors: firstname.lastname@example.org
7. GENERAL SHAREHOLDERS INFORMATION
A. Date, time and venue of Annual General Meeting of Shareholders
Saturday, 26th September, 2015 at 10.30 a.m.
at Hotel Avon Ruby, 87, Naigaon Cross Road, Dadar (East), Mumbai, Maharashtra, 400014
B. Date of Book Closure
19th September, 2015 to 25th September, 2015 (Both days inclusive).
C. Dividend Payment
The Board of Directors of the Company has not recommended any dividend for the Financial Year ended 31st March, 2015.
D. Financial Calendar
The Company follows April-March as its Financial Year. Meeting of the Board/Committee of Directors to consider financial results for the:
1. Quarter ended 30th June, 2015 on 30th July, 2015.
2. Quarter ended 30th September, 2015 on or before 14th November, 2015.
3. Quarter ended 31st December, 2015 on or before 14th February, 2016.
4. Audited Annual Results on or before 30th May, 2016
E. Listing on Stock Exchanges,
BSE LTD. (Bombay Stock Exchange Ltd.) Floor 25, PJ Towers, Dalal Street, Mumbai, Maharashtra - 400 001
(ISIN No. INE946K01023)
F. Listing fees
Advance Paid for the F.Y. 2015-16 to Stock Exchanges wherein the shares of the Company are listed.
G. Registered office
4, Bhima Vaitarna Complex, Sir Pochkhanwala Road, Worli, Mumbai, Maharashtra - 400 030
H. Registrar and Share Transfer Agents for both physical & Dematerialization of equity shares
Purva Sharegistry (India) Pvt. Ltd
9, Shiv Shakti Industrial Estate, Ground Floor, J.R. Boricha Marg Opp. Kasturba Hospital, Lower Parel, Mumbai, Maharashtra - 400 011
Tele No. 022-23016761, 23018261, Email: email@example.com
I. Share Transfer System
1. The Company's Equity Shares are traded at the Stock Exchange compulsorily in demat mode. Physical shares which are lodged with the Company / Share Transfer agent for transfer are processed and returned to the shareholders within a fortnight, if the documents are complete in all respect.
2. As per SEBI directives, Company has appointed M/s Purva Sharegistry (India) Pvt. Ltd., Mumbai, as Common Agency to handle demat as well as physical transfer of shares.
N. Address for Correspondence:
4, BHIMA VAITARNA COMPLEX, SIR POCHKHANWALA ROAD, WORLI, MUMBAI (MH) 400 030
5/5-A, NAVRATAN BAGH, OFF. GEETA BHAWAN SQUARE, BEHIND VISHESH HOSPITAL, INDORE (M.P.) 452 001
For and behalf of the board
Sd/- Manoj Kasliwal
Chairman (DIN: 00345241)
4, Bhima Vaitarna Complex, Sir Pochkhanwala Road, Worli, Mumbai, (MH) 400 030 CIN: L65920MH1983PLC030629