Report on Corporate Governance
The Directors present the Company's Report on Corporate Governance for the year ended March 31. 2015.
1 Corporate Governance
Company's philosophy on Corporate Governance is embedded in the rich legacy of ethical governance practices, most of which were implemented before they were mandatorily prescribed. Integrity, transparency, accountability and compliance with laws which are the columns of good governance are cemented in the Company's robust business practices to ensure ethical and responsible leadership both a the Board and at the Management level. The Company's Code of Business Conduct, its Fraud Risk Management Policy and its well structure* internal control systems which are subjected to regular assessment for its effectiveness, reinforces integrity of Management and fairness: in dealing with the Company's stakeholders. This has enabled your Company to earn the trust and goodwill of its investors, business partners employees and the communities in which it operates. Your Company has complied with the requirements of Corporate Governance as laic down under Clause 4S of the Listing Agreement with the Stock Exchanges.
2. Board of Directors:
2.1 The Board of Directors comprises both Executive and Non-Executive Directors with not less than fifty percent of the Board of Directors comprising of Non Executive Directors. Half of the Board comprises of Independent Directors. The Executive and Non-Executive Directors are expert professionals in their respective fields. The provisions for appointment of Directors, their Powers and Meetings are contained in the Articles of Association of the Company. During the previous financial year Five Board Meetings were held on 28m April. 2014, 13lh August. 2014, 13m November. 2014. 13" February. 2015 and 28* March. 2015. The particulars of Board Meetings and Annual General Meetings attended by the Directors and other details of the Board of Directors as on 31" March. 2015 are given hereunder
2.3 Other Provisions as to Board and Committee:
The Board Meetings are held at least four times in a year with a maximum time gap of four months between any two meetings. None of the Directors of the Company is a member of more than ten Committees or acts as a Chairman of more than five Committees across all Companies in which he is a Director. Every Director has informed the Company about Committee positions he occupies in other Companies.
2.4 Code of Conduct
The Board of Directors has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct is posted on the website of the Company. All the Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct for the current year.
2.5 Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 13* February, 2015 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.
2.6 Declaration by Independent Directors:
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of Independence laid down in section 149(6) of the Companies Act. 2013 and Clause 49 of the Listing Agreement.
3. Committees of the Board
With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the following mandatory committees viz. Audit Committee. Stakeholders' Relationship Committee. Nomination and Remuneration Committee. Corporate Social Responsibility Committee. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee, who also Informs the Board about the summary of discussions held in the Committee Meetings. The Minutes of the Committee Meetings are sent to all Directors Individually . and tabled at the Board Meetings.
3.1 Audit Committee- Mandatory Committee
The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose Is to assist the Board In fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act. 2013 and Clause 49 of the Listing Agreement.
Brief description of terms of reference: To review the financial reporting process and financial statements, the accounting policies and practices and to examine the accounting, taxation 8nd disclosure aspect of significant transactions and other items as per clause 49 II (D) of the Usting Agreement.
The Audit Committee comprises of four Directors with the majority of them being Independent Directors. The Chairman of the Audit Committee is an Independent Director having financial and accounting knowledge. The Chairman of the Audit Committee was present at the Annual General Meeting to answer shareholders' queries.
At the invitation of the Committee, representatives of Statutory Auditors and other departmental heads also attended the Audit Committee meetings to clarify queries raised at the Audit Committee Meetings.
3.2 Stakeholders' Relationship Committee- Mandatory Committee In compliance with the provisions of Section 178 of the Companies Act. 2013 and the Listing Agreement, the Board has renamed the existing
'Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee*, under Chairmanship of a Independent Director to look into the redressal of shareholders complaints.
The terms of reference of the Committee are: transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time; issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure; issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates I certificates relating to other securities; issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required
3.3 Nomination and Remuneration (N&R) Committee - Mandatory Committee In compliance with Section 178 of the Companies Act. 2013. the Board has renamed the existing 'Remuneration Committee" as the "Nomination and Remuneration Committee".
The terms of reference of the Committee inter alia, include the following:
Succession planning of the 8oard of Directors and Senior Management Employees;
Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;
Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;
Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration
In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.
3.4 Corporate Social Responsibility (CSR) Committee Mandatory Committee
In accordance with the requirements laid down in Section 135 of the Companies Act. 2013 and the Rules framed there under, the Board of the Company has constituted a Corporate Social Responsibility (CSR) Committee consisting of three Directors.
The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises: To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act. 2013;
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Compliance Officer is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.
5. VIGIL MECHANISM I WHISTLE BLOWER POLICY
In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk Management Policy (FRM) to deal with Instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any pe/son for a genuinely raised concern.
6. REMUNERATION POLICY
I In determining the remuneration of the Senior Management Employees (I.e. KMPs and Executive Committee Members) the N&R Committee shall ensure / consider the following:
i. the relationship of remuneration and performance benchmark is dear;
ii. the balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;
iii the remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;
rv. the remuneration including annual increment and performance bonus is decided based on the criticality of the rotes and responsibilities, the Company's performance vis-S-vis the annual budget achievement, individuals performance, industry benchmark and current compensation trends in the market.
II. The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the N&R Committee for its review and approval.
7. PERFORMANCE EVALUATION OF THE DIRECTORS ETC.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit. Nomination and
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boaid's functioning such as adequacy of the composition of the Board and its Committees Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
8. RISK MANAGEMENT POLICY
Pursuant to the requirement of Clause 49 of the Listing Agreement and the Companies Act, 2013 the Company has framed a Risk Management policy.
The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities, This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different nk models which help in identifying risk trends, exposure and potential impact analysis at a Company level as also separately for business segments. Risk management forms an integral part of the Company's planning cycle. The key business risks identified by the Company and its mitigation plans are as under.
• Project Risks:
The Textile Industry is capital intensive In nature. In the execution of large projects which are highly capital intensive in nature, there could be exposure to time and cost overruns. To mitigate these risks, the project management team and the project accounting and governance framework has been further strengthened.
The Textile Industry is becoming intensely competitive with the foray of new entrants and some of the existing players adopting inorganic growth strategies. To mitigate this risk, the Company is leveraging on its expertise, experience and it's created capacities to increase market sh3re, enhance brand equity / visibility and enlarge product portfolio and service offerings. It would also leverage on its Infrastructure. Commercial and Institutional Sales team to offer value to large customers.
Occupational Health & Safety Risks:
Safety of employees and workers is of utmost importance to the Company. To reinforce the safety culture in the Company, it has identified Occupational Health & Safety as one of Its focus areas.
9. RELATED PARTY TRANSACTIONS POLICY
Ail related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the Interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered Into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the CEO & MD and the CFO. The Company has developed a Related Party Transactions Manual. Standard Operating Procedures for purpose of identification and monitoring of such transactions. None of the Directors has any pecuniary relationships or transactions vis-S-vis the Company.
Management Discussion and Analysis, forming part of Directors' Report, contains discussion on the required matters. Disclosures by Management
a) All details of financial and commercial transactions where Directors may have an interest are provided to the Board and interested Directors neither participate in the discussion, nor do they vote on such matters. There are no transactions of material nature with the promoters, Directors or their relatives, etc. that may have potential conflict with the interests of the Company.
b) As required by Accounting Standard AS-18, details of related party transactions are given in Schedule containing notes forming part of Balance Sheet and Profit & Loss Account.
a) Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or the Management, their subsidiaries or relatives, etc. that may have potential conflict with interests of company at large: Nil
b) Accounting Treatment: In the preparation of financial statement the Company has followed the prescribed Accounting Standards.
c) There was no non-compliance by the Company. No penalties and strictures were imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
14. MEANS OF COMMUNICATION:
a) The quaneriy reports are published through Stock Exchanges and publication in newspapers in English and Marathi.
b) The Information of investors' Interest is communicated either directly to the shareholders or through stock exchanges.
c) Website of the Company is www,oremiersvntheticsltd.com
The Website of the Company is periodically updated & results (Quarterly, Half Yearly. & Yearly) are posted on the same.
d) Official news releases are also posted on the Website.
15. General Shareholder Information
Annual General MeetingDate, Time and venue Wednesday, 5* day of August. 2015 at 3.00 p.m at JBF House. 02"" Floor. Old Post Office Lane. Kalbadevi. Mumbai - 400 002
Financial Year 1" April, 2014 to 31" March. 2015
Date of Book Closure Thursday. 30°" July. 2015 to Tuesday 041" August. 2015(Both days inclusive)
Dividend Payment Date N.A
Listing on Stock Exchange BSE Stock Code - 509835
Demat ISIN No. INE 940N01012 (NSDL&CDSL)
16.1. Registrar & Transfer Agent:
Sharex Dynamic (India) Pvt. Ltd. Unit 1, Luthra Industrial Premises, Safed Pool, Andheri Kurla Road. Andheri (West), Mumbai - 400 072 Telephone : 022-2851 5606. 2851 5644 Fax : 022-2301 2885 Email id: email@example.com
17. Share Transfer System
Shares in physical form for transfer, should be lodged with the office of the company's Registrar & Share Transfer Agent. Sharex Dynamic (India) Pvt. Ltd. Mumbai or at the registered office of the Company. The transfers are processed if technically found to be in order and complete in all respects
Dematerializatlon of shares and Liquidity : The shares of the Company are in Compulsory Demat segment and are available for Demat with CDSL & NSDL As on 31* March, 2015. 33.04.495 Equity Shares of the Company representing 90.70% of the Company's share Capital has been
Demateriaiized. Under the depository system, the International Securities Identification Number (ISIN) allotted to the Company's Shares is INE 940N01012.
Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity: Nil
Plant Location : Block NO. 835(P),836 & 837 Mouje Rakanpur. Village - Santej
Taluka - Kalol, Distt. Mehsana, (Gujarat).
Address for Correspondence : Premier Synthetics Limited JBF House. 2nd Floor, Old Post Office Lane. Kalbadevi Road. Mumbai - 400 002. Tel. 2208 5951/52 Email Id : premiersyntheticsltd@gmail .com
Name of the Contact Person : Mr. Nlralbhal K. Sodavadiya JBF House. 2 * Floor. Old Post Office Lane, Kalbadevi Road. Mumbai - 4 0 0 002 Tel. No. 2208 5951/52