CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
At PREMIER PIPES LIMITED, we believe in philosophy of serving society through Industry. This philosophy is backed by principles of concern, commitment, ethics, excellence and learning in all its acts and relationships with shareholders, customers, associates and community at large which has always propelled the group towards higher horizons. At PREMIER PIPES LIMITED, we continue to strive to transform the Business Environment in which we operate.
We believe in the principles of trusteeship, fairness and transparency in all our dealings. We endeavor to have a work culture, which is performance driven and conducive to improving discipline in all our personal and professional relationships
The Company views Corporate Governance under the following major parameters:
1. Transparency in relation to appointments, remuneration, meetings of the Directors on the Board of the Company, responsibility and accountability of the Board of Directors.
2. Providing maximum possible information to the shareholders regarding the functioning and performance of the Company pertaining to financial and other non-financial matters.
3. Internal and External controls and audits.
2. BOARD OF DIRECTORS:
As on 31st March 2015, the Board of Premier Pipes Limited comprises of two Executive Directors (Managing Director and Whole Time Director) and Seven Non - Executive Directors. Out of Seven, Four Non -Executive Directors are Independent Directors .
Details of Board Meetings held during the year 2014-15
The Board of Directors met 6 (Six) times on 30th May 2014, 13th August 2014, 14th November 2014, 26st November 2014, 12nd February 2015 and 27th March 2015 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
3. AUDIT COMMITTEE:
Terms of reference of the Audit Committee include review of:
a. Financial Statements and draft audit report, including quarterly/half-yearly financial information;
b. Management discussion and analysis of financial condition and results of operations.
c. Reports relating to compliance with laws and to risk management;
d. Management letters/ letters of internal control weaknesses issued by statutory / internal auditors; and
e. Records of related party transactions.
e. Any change in accounting policies and practices.
4. NOMINATION & REMUNERATION COMMITTEE:
5. STAKE HOLDERS RELATIONSHIP COMMITTEE:
During the year under review the Shareholders Committee of the Company was renamed as Stakeholders Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013.
During the year four meetings were held. The said meetings were held on 30th May 2014, 13th August 2014, 14th November 2014 and 12th February 2015.
7. DISCLOSURES :
A. There are no materially significant related party transactions made by the Company with its Promoters, Directors or Management, their Subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.
B. There is no instance of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authority on any matter related to capital markets during the last three years.
C. The Company has complied with all the mandatory requirements and most of the non-mandatory requirements specified in clause 49 of the Listing Agreement.
D. The Management Discussions and Analysis Report forms part of Director's Report.
8. VIGIL MECHANISM (WHISTLE BLOWER POLICY):
pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and revised Clause 49 of the Listing Agreement, a vigil mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy has been established.
9. CEO AND CFO CERTIFICATION:
The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of clause 49 of the Listing Agreement. The Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of clause 41 of the Listing Agreement
10. MEANS OF COMMUNICATION:
The quarterly, half yearly and annual results of the Company are sent to the Stock Exchanges where the Company's shares are listed immediately after they are approved by the Board. These are also published in local Hindi Newspaper and in a National English Daily as per the Listing Agreement.
11. GENERAL SHAREHOLDERS INFORMATION:
. Date, time and venue of 40th Annual General Meeting
Monday, 28th September, 2015 at 12:30 P.M. at Som Biz - Ness Xqure, 4th Floor, 1-The Mall, Kanpur 208 001
B. Financial Year: 1st April 2014 to 31st March 2015.
C. Record Date / Date of Book Closure : From 22.09.2015 to 28.09.2015 (both days inclusive)
D. Listing at Stock Exchange
1. The Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.
E. Scrip Code at The Bombay Stock Exchange : 513291
F. REGISTRAR AND SHARE TRANSFER AGENTS:
The Company has appointed M/s. Skyline Financial Services (P) Limited, as Registrar and Share Transfer Agents of the Company in respect of Shares held in physical and demat form. The contact details of the Registrar are as under:
M/s. Skyline Financial Services (P) Limited, D-153/A, 1st Floor, Okhla Industrial Area, Phase 1, New Delhi 110020 Phone No. (011)26812681 E-Mail: firstname.lastname@example.org
G. SHARE TRANSFER SYSTEM:
The Company has made arrangements with M/s Skyline Financial Services (P) limited, for Share transfer/ transmission of shares as per Listing Agreement.
I. DEMATERIALIZATION OF SHARES AND LIQUIDITY:
The Shares of the Company are covered under the category of compulsory delivery in dematerialized form by all the categories of investors.
The Company has entered into Tripartite Agreement with both the Depositories i.e. NSDL and CDSL and obtained ISIN number for Dematerialization of the Securities of the Company.
J. OUTSTANDING INSTRUMENT:
There is no outstanding GDRs/ADRs/Warrants or any Convertible Instrument of the Company.
K. PLANT LOCATION:
The Company has one plant located at Bindki Road, Chaudagra, Distt. Fatehpur (U.P.).
L. ADRRESS FOR COMMUNICATION:
Mr. Ajay Kumar Jain Managing Director Premier Pipes Limited Som Biz-Ness Xqure, 4th Floor,
1-The Mall, Kanpur 208 001
By order of the Board
For PREMIER PIPES LIMITED
(Ajay Kumar Jain)
(DIN : 00493685)