CORPORATE GOVERNANCE REPORT REPORT OF COMPLIANCE WITH CLAUSE OF THE LISTING AGREEMENT OF THE STOCK EXCHANGES
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company's Philosophy on the code of Governance envisages the attainment of the highest level of transparency, accountability and equity in all facets of its operation and in all interaction with its stakeholders, employers, the government & lender*.
2. BOARD OF DIRECTORS: (i) Details of Director:
During the year ended 31.03.2015 there were five directors on the Board of the company out of which 3 Directors were independent directors on the Board of Director of the Company. Details of the Directors of the Company as at 31st March, 2015 are as under:
3. AUDIT COMMITTEE:
(A) BRIEF DESCRIPTION OF TERMS OF REFERENCE:
(a) Oversight of the Company's financial reporting and the disclosure of its financial information.
(b) Recommending the appointment and removal of external auditors, fixation of audit fees and also approval for payment for any other services.
(c) Review with the management the annual /half yearly financial statement before submission to the Board, focusing primarily on:
(i) any changes in accounting policies and practices ;
(ii) major accounting entries based on exercise based on exercise of judgment by management
(iii) qualification in draft audit report;
(iv) significant adjustment arising out of audit;
(v) the going concern assumption;
(vi) compliance with Accounting Standards, Stock Exchange and legal requirement concerning financial statement; and any related party transitions.
vii)Hold discussion with external auditors before the audit commences nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.
(e) Review the Company's financial and risk management policies and the adequacy of Internal control system.
(f) Review the adequacy of accounting records maintained in accordance with the provisions of the Companies Act 2013.
(g) Review the performance of Statutory Auditors and recommend their appointment & remuneration to the Board, considering their independence & effectiveness.
(h) Perform other activities consistent with the Company's Memorandum & Articles, the Companies Act, 2013 and other Governing Laws.
4. SHAREHOLDERS /INVESTERS GRIEVANCE COMMITTEE:
A) Brief description of terms of reference:
The Company has a "Shareholders Grievance & Transfer Committee " at the Board level to look into the readdressing of Shareholders & investors complaints like :
a) Transfer of shares, transmission and delay in confirmation in D-mat of shares.
b) Non-receipt of Annual Report etc.
The Committee oversees the performance of the Registrar and Share Transfer Agent and recommend measure for overall improvement in the quality of investors services
During the year under review, the Shareholders Grievance & Transfer Committee of the Board met five times viz. During the year under review, the Shareholders Grievance & Transfer Committee of the Board met five times viz. 10th May 2014, 09th Aug 2014, 25th August 2014, 08th November 2014, and 07th February 2015
The company has given powers to implement transfer, transmission and D-mat of shares to the share transfer agent and to resolve the relating problem as Professional Agency. The Committee need only specific nature of complaints not resolved within a period of 15 days from the date of its received.
5. REMUNERATION COMMITTEE:
(A) Brief Description of terms of reference :
The terms of reference of the committee are to review and recommend compensation payable to the executive directors .The Committee also ensures that policy of the Company provides for performance-oriented incentives to managements. Composition of Committee and number of meeting held:
i. The Company does not have any material related parties' transactions which have potential conflict with the interest of the Company at large. Transactions with related parties are disclosed in the annual accounts of the Company forming part of the annual report.
ii. The financial statements have been prepared in accordance with the accounting policies generally accepted in India.
iii. There were no instances of non-compliance on any matter related to the capital markets, resulting in disciplinary action against the Company, during the last three years.
iv. The Company has implemented the mandatory requirements of corporate governance as set out in the listing agreement with the stock exchanges. In respect of compliance with the non-mandatory requirements, the Company has constituted a Nomination and Remuneration Committee, details whereof are given under the heading of Nomination and Remuneration Committee. The quarterly, half-yearly and annual results of the Company are being published in newspapers. The auditors' observations / suggestions / qualifications, if any, have been adequately explained wherever necessary in the appropriate notes to accounts and are self explanatory.
v. The Company has constituted a risk management committee comprising of business heads and other functional heads of the company. The Company has adopted a risk management policy framework for risk identification, assessment and control to effectively manage risks associated with the business of the Company.
vi. The Company has adopted Whistle Blower Policy with an objective to promote ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior, wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The Confidentiality of those reporting violations is maintained and they are subjected to any discriminatory practice.
8. CODE FOR PREVENTION OF INSIDER-TRADING PRACTICES:
The Company has instituted a comprehensive code for prevention of insider trading, for its directors and designated employees, in compliance with SEBI (Prohibition of insider Trading) Regulations, 1992, as amended from time to time.
9. MEANS OF COMMUNICATION :
Quarterly results of the Company are published in leading newspapers such as Dainik Avantika. The results were promptly submitted to the Stock Exchanges where the shares of the Company are listed. The Management Discussion and Analysis have been given in the Directors' Report.
10. GENERAL INFORMATION TO SHAREHOLDERS
(i) Date Time and venue of Annual General Meeting
30th September, 2015 at 10.00A.M. at 401 .Starlit Tower, 4th Floor, 29 Y.N.Road, Indore - 452003 (M.P.)
(ii) Financial Calendar:
First Quarter Results : on or before 14th Aug, 2014
Second Quarter Results : on or before 14th Nov, 2014
Third Quarter Results : on or before 14th Feb, 2015
31st March, 2015 : on or before 15th May, 2015
(iii) Dates of Books Closure : From 25-09-2015 to 30-09-2015
(iv) Listing on Stock Exchange : Madhya Pradesh Stock Exchange Ltd., Indore* Bombay Stock Exchange Ltd, Mumbai Ahmedabad Stock Exchange Ltd., Ahmedabad*
The application with the M.P. and Ahmedabad Stock Exchange for delisting is under consideration.
(V) Stock Code :
Madhya Pradesh Stock Exchange Ltd., Indore N.A.
Ahmedabad Stock Exchange Ltd., Ahmedabad N.A.
Bombay Stock Exchange Ltd., Mumbai 511660
(VI) Demat ISIN No. for CDSL and NSDL : INE55D01019
(VIII) Share Transfer System
Shareholders /Investors' Grievance Committee also approves shares transfer and meets frequents inter- vals. The Company's Share Transfer Agent Ankit Consultancy Pvt. Ltd. process these transfers. Share transfers are registered and returned within a period of 15 days from the date of Receipt, if the docu- ments are cleared in all respects. In case where share are transferred after sending notice to the transferors,, in compliance of applicable provisions, the period of transfer is reckoned from the date of expiry of the notice.
(IX) Demateratialisation / Dematerialization :
Based on SEBI directives, Company's Shares are traded in electronic (demat) form. As on 31 st March, 2015 the Company's 4114180 shares are held by share owners in dematerialized form comprising of NSDL & CDSL aggregating 62.78% of the Equity Share Capital
XII) CEO / CFO certification
As required under Clause 49 V of the Listing Agreement with the BSE, the CEO/CFO certificate for the financial year 2014-15 signed by Mr. Jeevan Goyal, CFO was placed before the Board of Directors at their meeting held on 28 August, 2015.
(XIII) Address for Communication:
Shareholders should address their correspondence to the Company's Share Transfer Agent Ankit Consultancy Pvt. Ltd., 60, Electronic Complex Pardesipura, Indore (M.P.) and may also contact at the Registered office of the Company.
(XIV) Green Initiative
As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative' taken by the Ministry of Corporate Affairs, Government of India (MCA), by its recent circulars, enabling electronic
delivery of documents including the annual report, quarterly, half yearly results to shareholders at their e-mail address previously registered with the depository participants (DPs) / company / registrars and share transfer agents.
Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses to help us in the endeavor to save trees and protect the planet. Those holding shares in demat form can register their e-mail address with their concerned DP. Those shareholders who hold shares in physical form are requested to register their e-mail addresses with our registrar, Ankit Consultancy Pvt. Ltd, by sending a letter, duly signed by the first/sole holder quoting details of folio no.
(XV) Management discussion and analysis report
Management Discussion and Analysis Report forms a part of the Annual Report.
(XVI) Declaration by the CEO/CFO under Clause 49 of the Listing Agreement regarding adherence to the code of conduct.
In accordance with Clause 49 I (D) of the Listing Agreement, I hereby declare that all the directors and senior management personnel of the Company have affirmed compliance with the code of conduct applicable to all the directors and senior management, for the year ended , March 31 , 2015.
Premium Capital Market and Investments Ltd.
By Orders of the Board
For Premium Capital Market and Investments Ltd.
Place : Indore
Date : 28th August 2015
401,Starlit Tower , 4th Floor 29, Y.N. Road, lndore(M.P.)-452003 CIN-L67120MP1992PLC007178