Report on Corporate Governance
1. Company's Philosophy on Code of Governance : The Board of Directors and Management lay great emphasis on adopting and practicing principles of good Corporate Governance with a view to achieve business excellence by enhancing long term shareholder value and the interest of all its stakeholders through sound business decisions, prudent financial management and a high standard of business ethics.
2. Board of Directors : The present strength of the Board is nine directors, comprising of seven independent directors, as stated below:
The appointment of non-executive Independent Directors for a period of five years has been approved by the Shareholders of the Company at the 68th Annual General Meeting held on 12.09.2014.
3. Directors' Profile : A brief resume of all the Directors and names of companies in which they hold directorships/memberships/ chairmanships of the Board/Committees are provided below:
Mr. Maitreya V. Doshi, aged 52, is the Promoter and Chairman & Managing Director of the Company. He is an MBA from IMD (Switzerland) and B.A. (Econ.) from Stanford University, U.S.A. He has been associated with the Company for over 30 years starting as Manager - Management Services (1984 - 1988), then Vice President - Corporate Planning (1988 - 1993), followed by Executive Director (1993 - 1995) and finally Managing Director in 1995. He was appointed as Vice Chairman of the Board in 2007 and thereafter appointed as Chairman of the Board in 2008. He has been largely responsible for the strong turnaround of the Company's operations as well as development of new project activities such as the heavy engineering business.
Mr. Doshi has served CM (Confederation of Indian Industry) in his capacity as Chairman of the International Affairs Sub-Committee and the Family Business Committee. He also served as a member of the National Committee on Trade, the Western Regional Council and the National Council.
He was also a member of ARAI (Automotive Research Association of India), Pune, Western India Automobiles Association (WIAA), AIAM (Association of Indian Auto Manufacturers), Passenger Cars and MUV Committee of SIAM (Society of Indian Automobiles Manufacturers). He is an Executive Committee Member of SIAM. He has been nominated as a permanent member of the Executive Board of IMTMA (the Indian Machine Tool Manufacturers Association) and is a governing board member of the College of Engineering, Pune.
Mr. Doshl was a member of the Young Presidents' Organization (YPO) for the past 20 years and he also served on the YPO International Board for 3 years from 2009-2012. He was previously the founder Regional Chairman of YPO's South Asia Region. In 2004, he was YPO Bombay's Chapter Chair. Mr. Doshi has also set up new YPO Chapters in Colombo, Sri Lanka and Gujarat. He is currently a member of the World Presidents' Organization (WPO).
Mr. Doshi has received many international YPO awards including two 'Best of the Best' awards for Chapter Education and Global Networking as well as YPO's Leadership in Global Membership' award.
In 1993, Mr. Doshi was nominated by the World Economic Forum, Geneva as one of 200 Global Leaders of Tomorrow selected from all over the world. He was also the first Indian speaker at Automotive News World Congress, Detroit, USA in 1996.
Mr. Doshi is a Director of Doshi Holdings Pvt. Ltd., Vinod Shashank Chakor Pvt. Ltd. and DHPL Marine Pvt. Ltd., Premier Auto Ltd., Aquila Global Pte. Ltd. and the Managing Trustee of Shri Lalchand Hirachand Premier Trust.
Mr. S. Padmanabhan, aged 75, is a M.Sc. (Physics) from Delhi University and Bachelor of General Law from Mumbai University. He has a diploma in Development Economics from University of Cambridge, U.K. and a Diploma in Management Accounting from Bajaj Institute of Management, Mumbai.
Mr. Padmanabhan was an I.A.S. Officer during which tenure he held various positions in the Government of Maharashtra, including Director - Tourism, Managing Director - SICOM, Commissioner, Aurangabad Division etc.
Mr. Padmanabhan has worked as Corporate Advisor to Bharat Forge Limited and later Deepak Fertilizers and Walchandnagar Industries Limited. During the last 20 years he has been associated with Videocon Group. He has wide experience in industrial projects, finance and administration.
Mr. Padmanabhan is a Director of the Boards of Sudarshan Chemicals Industries Ltd., Desai Brothers Ltd., Rajkumar Forge Ltd., Force Motors Ltd., Sanghvi Movers Ltd. and Aquapharm Chemicals Pvt. Ltd.
Mr. Asit Javeri, aged 58, holds a Bachelors Degree in Science from Mumbai University. He is an industrialist with over 30 years of experience in chemical industry. Currently, he is Chairman and Managing Director of Sadhana Nitrochem Ltd and has been actively involved in the major expansion and diversification projects of the Company thereby propelling it to a Star Export House status.
Mr. Javeri is the Managing Director of Sadhana Nitro Chem Ltd. and Director of Indian Extractions Ltd., Phthalo Colours & Chemicals (I) Ltd., Lifestyle Networks Ltd., Manekchand Panachand Trading Investment Co. Pvt. Ltd., Anuchem B.V.B.A., Belgium, Strix Wireless Systems Pvt. Ltd., Chandra Net Pvt. Ltd., Strix System Inc, USA and AHANA Inc, USA.
Mrs. Rohita M. Doshi, aged 55, is the wife of Mr. Maitreya V. Doshi and a Promoter of the Company.
Mrs. Doshi has a BS and MS with high Honors in Computer Engineering from the Case Institute of Technology, Case Western Reserve University, Cleveland, USA and has also completed her Ph.D. Research on distributed databases and systems in Computer Engineering. She was the recipient of various scholarships and research assistantships as well as the winner of the Jennings Award for Excellence in Computer Engineering.
Mrs. Doshi started her career as a Research and Development Engineer at Hewlett Packard, Cupertino, CA, USA. She has designed and implemented a state of the art compiler for RISC architecture machines and other HP computers. She also worked as a Systems Analyst/Research Associate for SOHIO (Standard Oil of Ohio), Cleveland, USA.
Mrs. Doshi co-founded Soulkurry.com (India) Pvt. Ltd. in 2000, which launched India's first women's internet portal/website with over 50,000 registered members. She is currently the promoter of Art Point Pvt. Ltd. that consults and deals in contemporary Indian art, promoting artists, holding exhibitions and sales.
Mrs. Doshi has also been a speaker at conferences such as TIE on IT, chaired the IT committee of IMC Ladies' Wing and been Chairperson of Continuing Education Committee IMC Ladies' Wing. She was featured as an entrepreneur in International Business Week magazine and Asia Week magazine and has appeared on TV shows like Movers & Shakers. Mrs. Doshi is a Director of Art Point Pvt. Ltd., Doshi Holdings Pvt. Ltd. and DHPL Marine Pvt. Ltd.
Dr. Udo Weigel, aged 73, is a German national. He is a Graduate in Mechanical Engineering/ Manufacturing, Technology and holds a Doctorate Degree in Research on gear hobbing from RWTH Aachen University, Germany.
Dr. Weigel has over 4 decades of experience in the machine tool industry, having worked with Pfauter, a leading gear hobbing machine manufacturer in Europe, for more than 27 years in various capacities including Managing Director of Engrenasa Sorocaba Brazil and Pfauter Italia SPA. He is a Director of ADD Engineering, Germany and owner of Alpha Beta Engineers, Germany.
His professional experience includes guiding collaborators in different countries; process planning on component, group and complete product level; development of complex products; material flow analysis, automation concepts; public funded research projects (European Community); marketing concepts, sales strategies, customer contacts, development road mapping; consulting; evaluation and purchase of production means and facilities; technical due diligences; business plans, etc.
Mrs. Kavita Khanna, aged 53, has done her B.Sc (Econ.) from London School of Economics, U.K. She also holds a Masters Diploma in Law and Practice from City University, London, U.K. and is a Barrister of Law from U.K.
Mrs. Khanna is a Financial and Legal Consultant and is currently working in the area of Public Health to with a focus on neglected tropical diseases. Mrs. Khanna is a member of the India Council of the World Forum for Ethics in Business and is a member of the India Board of the International Association for Human Values.
Mrs. Khanna was President (Business Development) of Bharat Serums and Vaccines Ltd. Previously she has also been Partner, Economic Laws Practice. She did independent practice in the Mumbai High Court and continues to be the member of the Mumbai Bar Council.
She has served various organizations in different capacities such as serving on the National Executive of the Bhartiya Janata Party from 2010 to 2013, the Vice Chair of ASSOCHAM Committee of Human Resource Development, Member of Managing Committee of Indian Merchants' Chambers, Chairperson of the Industrial Relations and Labour Law Committee of CII, WR, Member of the Board of Trustees of Jawaharlal Nehru Port Trust & Chairperson of the IMC Committee for Human Resource Development.
She has worked closely with Prime Minister's office, Central Govt., Maharashtra Govt. and Indian Industry for reform of Labour Laws and Expert consultant to the Second Labour Commission.
Mrs. Khanna is a Director of Bharat Radiators Pvt. Ltd.; Bharat Radiators Industries Pvt. Ltd., Vista Communications Pvt. Ltd. and Kasiak Research Pvt. Ltd.
Mr. Dilip J. Thakkar, aged 78, is a fellow member of the Institute of Chartered Accountants of India. He is a senior partner of M/s Jayantilal Thakkar & Co., Chartered Accountants & M/s Jayantilal Thakkar & Associates, Chartered Accountants, Mumbai. He received his B.Com. and L.L.B. degrees from Bombay University in 1957 and 1959, respectively.
Mr. Thakkar is an eminent Chartered Accountant and has over fifty years of experience in Finance and Corporate matters. He specializes in the Foreign Exchange Management Act, and has advised overseas corporations and large Indian Companies on Investments, taxation and collaboration.
Mr. Thakkar is a Director on the Board of many Listed and Unlisted Public and Private Companies namely Poddar Developers Ltd., Essar Oil Ltd., Himatsingka Seide Ltd., Walchandnagar Industries Ltd., Indo Count Industries Ltd., Essar Ports Ltd., Westlife Development Ltd., Rajasvi Properties Holdings Pvt. Ltd., Starrock Investments & Trading Pvt. Ltd., Blueberry Trading Company Pvt. Ltd., Township Real Estate Developers Pvt. Ltd., Hamlet Construction (India) Private Ltd., Windmere Hospitality (India) Pvt. Ltd., Skidata (India) Pvt. Ltd., Universal Trustees Pvt. Ltd., Magus Estate & Hotels Pvt. Ltd., and Provenance Land Private Ltd. He is Trustee in HBSC Mutual Fund.
Mr. Ramesh Adige, aged 65, has a Masters degree in Business Administration with specialization in Marketing from the Faculty of Management Studies, University of Delhi and holds a B.E. (Honours) degree from the Birla Institute of Technology and Science (BITS), Pilani. Until recently, Mr. Adige was President of Ranbaxy Laboratories, India's largest pharmaceutical company with worldwide footprints, selling its products in 125 countries.
He has 41 years of extensive and wide-ranging experience in the areas of Corporate Policy, Public Affairs and Public Policy. Presently, he is working on Make in India projects. He headed CII's Task Force on IP Policy. He was Chairman of Health Committee of PHD Chamber of Commerce and Industry for two years. Ramesh is a member of the Round Table on Skills Development instituted by the Ministry of Human Resource Development, Govt, of India.
Before joining Ranbaxy, in 2004, he was Executive Director in Fiat India. He has considerable exposure in both direct and indirect marketing in the consumer durable and automobile industries. He has also served as President of the Governing Council of the Automotive Research Association of India, a premier institution for testing, homologation, validation and certification for all automobiles in India, having more than 500 Research scientists and engineers in its fold. Recognizing his contribution to the auto industry, the Ministry of Heavy Industries and Public Enterprises had inducted him as Member of the Development Council for Automobiles and Allied Industries. Ramesh was an active participant in SIAM activities. He is credited with some high-level public policy successes viz ending the monopoly in Government R/Cs for cars and separately in defense purchases and also getting a level-playing field introduced in all fiscal issues involving the Union Budget and State sales tax.
Mr. Adige is a Director on the Board of Fortis Malar Hospitals Ltd. He is also a Member of the Governing Council of T.A. Pai Management Institute, Manipal. He is a co-opted Member of the Biodiversity Foundation of NCT of Delhi, constituted by a Gazette Notification of Government of India. He is also a Member of the Management Committee of PHD Chamber of Commerce. As Chairman of the PHD Rural Development Foundation, He is involved in building check dams in rural areas, making of toilets in the Swach Bharat Abhiyaan and in other CSR activities.
Mr. Shailesh Vaidya, aged 57 years, is a practicing Advocate and Solicitor. He has done his B. Com. and LLB degrees from Bombay University. He is a senior partner of M/s Kanga & Co., a reputed firm of Advocates & Solicitors, which is a 126 year old law firm in Mumbai.
In his professional capacity, Mr. Vaidya is a Director in Apcotex Industries Ltd., Siyaram Silk Mills Ltd., Avighna India Ltd., Excel Industries Ltd., IMC International ADR Centre, and Prabhukripa Overseas Ltd. He specializes in Property / Real Estate matters. With his more than 32 years of experience in legal practice, he has been involved in several prestigious / landmark property deals. His name and firm reference features in "Guide to the World's Leading
Real Estate Lawyers" 7th Edition, published by Legal Media Group, United Kingdom and also in "The Legal 500" and Chambers Asia Pacific Guide to Asia's Commercial Law Firm 2011 to 2013 issues as leading lawyer firm for Real Estate in Mumbai City. His firm has been recently awarded India Business Law Journal Award for best legal practiced in "Construction and Real Estate"
Mr. Vaidya has been the Member of Bombay Incorporated Law Society and the Member of the Managing Committee of the Indian Merchants' Chamber for the past eight years . He has also been the President (centennial year) of the Rotary Club of Bombay Queen City and Indian Merchants' Chamber and has been associated as trustee / advisor with several educational / social organizations.
4. Board Meetings and Attendance :
Five (5) Board meetings were held during the financial year ended on 31st March, 2015.
The information as required under Annexure X to Clause 49 II(D)of the Listing Agreement is made available to the Board. The agenda and the papers for consideration at the Board meeting are circulated prior to the meeting. Adequate information is circulated as part of the Board papers and is also made available at the Board meetings to enable the Board to take informed decisions.
5. Audit Committee :
The Audit Committee consists of 4 Non-Executive Independent Directors namely M r. S. Padmanabhan, M r. Asi t Javeri, Mrs. Kavita Khanna and Mr. Dilip J. Thakkar. Mr. S. Padmanabhan is a Chairman of the Audit Committee. Mr. Ramesh M. Tavhare, Vice President (Legal and Corporate Affairs) & Company Secretary is the Secretary of the Committee. The Audit Committee has been mandated with the terms of reference in accordance with the requirement of the Companies Act, 2013 and Clause 49 III of the Listing Agreement with the Stock Exchange.
Four (4) meetings were held during the year on 7th May, 2014, 27th July, 2014, 30th October, 2014 and 9th February, 2015.
6. Nomination and Remuneration Committee :
The Nomination and Remuneration Committee consists of 3 Non-Executive, Independent directors, namely Mr. S. Padmanabhan, Mr. Asit Javeri and Mr. Udo Weigel. Mr. S. Padmanabhan is the Chairman of the Committee. Mr. Ramesh M. Tavhare, Vice President (Legal and Corporate Affairs) & Company Secretary is the Secretary of the Committee. The Committee has been mandated with the terms of reference in accordance with the requirement of the Companies Act, 2013 and Clause 49 IV of the Listing
Agreement with the Stock Exchange. During the year two meetings of the Committee were held on 7th May, 2014 and on 9th February, 2015.
7. Remuneration Policy :
The Company pays remuneration by way of salary, allowances and perquisites to the Chairman & Managing Director as recommended by Nomination and Remmuneration Committee and approved by the Board of Directors and shareholders of the Company. Each Non-Executive Director is paid a sitting fee of Rs. 35,000/- per meeting of the Board/Committee attended by them. Apart from this, the Company has proposed to pay commission to NonExecutive Directors, subject to approval of the Central Government.
8. Stakeholders Relationship Committee :
This Committee consists of 4 Directors with 3 independent directors namely Mr. Asit Javeri, Mrs. Kavita Khanna and Mr. Ramesh Adige along with Mr. Maitreya V. Doshi, Chairman and Managing Director of the Company. Mr. Asit Javeri is the Chairman of the Committee. Mr. Ramesh M. Tavhare, Vice President (Legal and Corporate Affairs) & Company Secretary is the Compliance Officer. The Committee has been mandated with the terms of reference in accordance with the requirement of the Companies Act, 2013 and Clause 49 VIIIE of the Listing Agreement with the Stock Exchange and include reviewing existing Investor Redressal System, redressing of shareholder complaints like delay in transfer of shares, non-receipt of balance sheet, non-receipt of dividend warrant etc. and suggesting improvements in investor relations.
Four (4) meetings of the Committee were held during the year on 7th May, 2014, 27th July, 2014, 30th October, 2014 and 9th February, 2015. Attendance of Directors at the Stakeholders Relationship Committee Meeting held during the financial year:
The Company's shares are tradable only in demat form. The investor complaints are promptly attended by the Compliance Officer.
(a) Materially Significant related party transactions: The particulars of transactions between the Company and its related parties as per Clause 49 VII are set out in Notes to Accounts in the Annual Report. These transactions are not likely to have any conflict with Company's interest.
(b) Management Disclosures: The Senior Management Personnel have been making disclosures to the Board relating to all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the Company at large. Based on the disclosures received, none of the Senior Management Personnel has entered into any such transactions during the year.
(c) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last 3 years:
The Company has complied with the requirements of the Listing Agreement with the Stock Exchanges as well regulations and guidelines prescribed by SEBI.
There were no penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to the capital markets during the last three years.
(d) Risk Management Framework: The Board of Directors has adopted the Risk Assessment Procedure. The procedure provides an approach by the top Management to identify potential events that may affect the Company, to manage the risk within its risk appetite and to provide reasonable assurance regarding the achievement of objectives of the Company. The Senior Management prioritizes the risk and finalizes the action plan for mitigation of the key risks.
(e) Vigil Mechanism: The Company has established a vigil mechanism for directors and employees to report their genuine concern and grievances. No personnel has been denied access to the Audit Committee.
12. Means of communication
The quarterly, half yearly and annual results are published in English in "Free Press Journal" and in Marathi in "Nav Shakti".
The financial results are available on the Company's website at www.premier.co.in No presentations were made to institutional investors or to the analysts during the year.
13. General shareholder information
The financial year of the Company is for a period of 12 months from 1st April to 31st March every year.
AGM: Date, time and venue! !
69th Annual General Meeting on Wednesday the 23rd September, 2015 at 10.00 a.m. at the Registered Office of the Company
Financial Year 01.04.2014 to 31.03.2015
Date of Book Closure
Monday, 14th September 2015 to Wedesnday, 23rd September 2015
Financial Calendar (Tentative)
Results for quarter ending June 30 "15 Last week of July, 2015
Results for quarter ending September 30 "15 Last week of October, 2015
Results for quarter ending December 31 "15 Last week of January, 2016
Results for quarter ending March 31 "16 April, 2016
Listing of Company"s shares
The Company"s shares are listed on BSE and National Stock Exchange of India Ltd. The listing fees have been paid up to date to these exchanges
Stock / Script Code
500540 on BSE Ltd., PREMIER on NSE
14. Investor Services
The Company has appointed M/s Link Intime India Pvt. Ltd., (Formerly known as Intime Spectrum Registry Ltd.) whose address is given below, as its Registrar and Transfer Agents. The Registrar handles all matters relating to the shares of the Company including transfer, transmission of shares, dematerialization of share certificates, subdivision/ consolidation of share certificates and investor grievances.
Link Intime India Pvt. Ltd. : Unit: Premier Ltd.
C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup [West], Mumbai - 400 078
Tel. No.  2594 6970 - 6978, Fax No.  2594 6969. Email ID: firstname.lastname@example.org
15. Share Transfer System
All the transfers received are processed by Registrar and Transfer Agents. Share transfers are registered and returned within maximum of 15 days from the date of lodgment if documents are complete in all respects. In case the shares are transferred through Demat mode, the procedure is adopted as stated in Depositories Act, 1996.
16. Dematerialization of shares
The Company's shares are tradable compulsorily in electronic form. The Company has established through its Registrar and Share Transfer Agents, connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). As on 31st March, 2015, 90.57% of the equity shares have been dematerialized.
17. Outstanding GDRs/ADRs/Warrants or any convertible instruments
There are no outstanding GDRs/ADRs. During the year, no conversion took place and hence there was no effect on Equity Capital of the Company.
21. Code of Conduct
As required by Clause 49 II(E) of the Listing Agreement, the Company has formulated a Code of Conduct for all Directors and Senior Management of the Company and the same has been adopted by the Board. The Code is also available on the Company's official website. All the Directors and Senior Management Personnel have affirmed compliance with the said Code of Conduct.
Plant Location Address for Correspondence :
Mumbai - Pune Road Chinchwad Pune - 411 019 Maharashtra Tel: 020-6631 0000 Fax: 020-6631 0371
58, Nariman Bhavan, 5th Floor, Nariman Point Mumbai - 400 021 Tel: 022-6117 9000 Fax: 022-6117 9003 Email: email@example.com
Link Intime India Pvt Ltd.
C-13, Pannalal Silk Mills Compound L. B. S. Marg, Bhandup (West) Mumbai - 400 078
Tel: 022-2594 6970 - 78 Fax: 022-2594 6969
22. CEO / CFO Certification
The Company has been placing a certificate to the Board from the Chairman & Managing Director and the Chief Financial Officer in accordance with the provisions of Clause 49 IX of the Listing Agreement. The aforesaid certificate duly signed by the Chairman & Managing Director and the Chief Financial Officer in respect of the financial year ended 31st March, 2015 has been placed before the Board in the meeting held on 30th April, 2015.
The Board of Directors of the Company has adopted the Code of Conduct for Directors and Senior Management of the Company.
All the Board Members and the Senior Management Personnel have affirmed their Compliance with the respective Codes.
On behalf of the Board of Directors
Maitreya V. Doshi
Chairman & Managing Director
Date : 30th April 2015
Place : Mumbai