REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company recognizes the importance of good Corporate Governance, which is a tool for building a strong and everlasting beneficial relationship with the customers, suppliers, bankers and more importantly with the investors. The Company believes that its key decisions must serve the underlying goals of enhancing shareholders value over a sustained period of time and achieving the definite and measurable performance targets.
Your Company is committed to good Corporate Governance, based on an effective Board, separation of supervisory role from the executive management and the constitution of Committees to oversee critical areas thus upholding the standards practically at every sphere ranging from action plan to performance measurement and consumer satisfaction. Transparency, fairness, disclosure and accountability are the main thrust.
We consider it as our responsibility to disclose timely and accurate disclosure on all material matters including the financial situation, performance and governance of the Company.
Your Company has adopted practices mandated in Clause 49 of Listing Agreement with the Stock Exchange and has established procedures and systems to be fully compliant with the Agreement.
2. BOARD OF DIRECTORS
a. Number of Board meetings and dates: During the financial year 2014-15,12 Board Meetings were held were as follows:
29th May, 2014,12th August, 2014,18h August, 2014,22nd August, 2014, 5th September, 2014,13th October, 2014, 28th October, 2014,14th November, 2014, ,19th November, 2014,11th December, 2014, 30h January, 201S, 16th March, 2015.
b. Code of Conduct:
The Company has adopted a code of conduct for the Board of Directors and the its designated employees of the Company. The code is regularly reviewed and updated as necessary to ensure that it reflects the highest standard of behaviour and professionalism. It is available on Company's website www.prismmedico.in
c. Code of Conduct for prohibition of insider trading :
Your Company has adopted a Code of conduct as per Securities and Exchange Board of lndia(SEBI)(Prohibition of Insider Trading) Regulation, 1992. All Directors, Designated Employees who could have access to the Unpublished Price Sensitive Information of the Company are governed by the Code. During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992.
Your Company appointed Independent Directors who are having expertise/experience in their respective field or profession. None of the Independent Directors are promoters or related to promoters of the Company. They do not have any pecuniary relationship with the Company and further do not hold two percent or more of the total voting power of the Company.
All Independent Directors maintain their limits of directorships as required under clause 49 of the Listing Agreement.
Performance Evaluation of Directors:
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of its committee.
The Nomination and Remuneration Committee of the Board laid down the criteria for performance evaluation of all Directors. The performance evaluation has been done by the entire Board of Directors, except the Director concerned being evaluated. The criteria for performance evaluation are as follows:
Role & Accountability
-Understanding the nature and role of independent directors' position.
-Undertaking the risks associated with the business.
-Application of knowledge for rendering advice to management for resolution of business issue
-Offer constructive challenge to management strategies and proposal.
-Active engagement with the management and attentiveness to progress of decisions taken
-Non-partisan appraisal of issues.
-Own recommendation given professionally without tending to majority or popular views.
Leadership and initiative
-Heading Board Sub-committees
-Driving any function or identified initiative based on domain knowledge and experience.
-Commitment to role & fiduciary responsibilities as a Board member.
-Attendance and active participation
-Proactive, strategic and lateral thinking
The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.
3. COMMITTEES OF THE BOARD :-
The Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company is responsible for overseeing the Company's financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits.
The Audit Committee plays a key role in monitoring and reviewing those aspects of management and auditor conduct which could financially impact both the shareholders of the Company and stakeholders. This includes reviewing the integrity of the Company's financial statements to determine whether the judgements and policies taken by management are appropriate, as well as monitoring the independence and effectiveness of the external auditors. It also includes oversight of the Company's system of internal control and risk management.
The composition of Audit Committee meets with the requirement of section 177 of the Companies Act, 2013, and the provisions of Clause 49 of the Listing Agreement, as amended.
The Audit Committee of your Board consists of
Mr. Praneet Gautam, Chairman (Resigned on 29/10/2014)
Mr. Sachin Sharma, Chairman
Mr. Kuldeep Kumar, Member
Mr. Jatin Aggarwal, Member
During the year 2014-15, the committee met four times on the following dates-:
1. 28th May, 2014
2. 11th August, 2014
3. 13th November, 2014
4. 29th January, 2015
Shareholder's / Investor's Grievance Committee
To consider and resolve the grievances of the Shareholder's/ investor's, the Company has formed the committee called Shareholder's / Investor's Grievance Committee.
The following were the members of the Shareholder's /Investor's Grievance Committee-:
Mr, Sachin Sharma, Executive Director, was designated as the Compliance Officer of the Company Mrs. Charu Pareek, Independent Director
Mr. Kuldeep Kumar, Independent Director
Nomination / Remuneration Committee
Prism Medico and Pharmacy Limited constituted the Remuneration Committee of the Board..The Committee also reviews the overall compensation policy, service agreements and other employment conditions of Managing/Whole time Director(s) and Key Managerial personnel.
The Board has revised the terms of reference for this Committee, as required under section 178 of Companies Act, 2013 and revised clause 49 of the Listing Agreement.
The following were the members of the Remuneration Committee:-
Mr. Sachin Sharma
Mr. Kuldeep Kumar, Member
Mr. Jatin Aggarwal, Member
One meeting of Nomination and Remuneration Committee was held during the year 2014-15.
4. CHANGE OF ADDRESS REGISTERED OFFICE OF THE COMPANY
The Board of Directors of the Company in their meeting held on September 2, 2015 have approved the change of registered office from E-18, 6th Floor, Everest Building, Tardeo, Mumbai-400 034 to 23/91, White Bungalow, Yashwant Nagar, Near Filmistan Studio & Parkar College, Opposite BMC School, Goregaon West, Mumbai - 400 062.
a. All Related Party Transaction that were enter into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. All Related Transaction were placed before the Audit committee for approval. A statement of all Related Party Transaction is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
b There was no materially significant pecuniary transaction or relationship between the Company and any of the Directors during the year as contemplated under relevant guidelines of SEBI/ Stock Exchanges,
c Your Company has complied with all the requirements of the Listing Agreement with the Stock Exchanges, SEBI Regulations and other statutory authorities. During the last three years there no strictures or penalties imposed on your Company by SEBI or the Stock Exchange or any other statutory authority in connection with violations of Capital Market norms, rules, regulation etc.
The shares of your Company are listed on the following stock exchanges:-
The Bombay Stock Exchange Limited (BSE)
The Company paid its listing fee for 2015-16.
(i) The Company published its quarterly results in the Business Standard (English) and Business Standard (Hindi).
(ii) The annual results (Annual Report containing Balance Sheet, among others) are posted to every shareholder of the Company.
(iii) The Company's website, viz. www.prismmedico.in is regularly updated with financial results and other important events
6. General shareholder's information
Annual General Meeting
Date: 30st September, 2015
Time: 03:00 P.M.
Place: 23/91, White Bungalow, Yashwant Nagar, Near Filmistan Studio & Patkar College opposite BMC School, Goregaon West, Mumbai-400062.
Financial Calendar: 201S-16
Annual General Meeting September, 2016
Result of quarter ended on 30th June 2015 : Second week of August, 2015
Result of quarter ended on 30th September 2015 : Second week of November, 2015
Result of quarter ended on 31st December 2015 Second week of February, 2016
Result of quarter ended on 31st March 2016 : Second week of May, 2016
Book closure date 25th September, 2015 to 30thSeptember, 2015 (Both day inclusive}
Dividend payment date :
Within 30 days of declaration
Demat ISIN No. in NSDL and CDSL :
Register & Share Transfer Agent :
Purva Sharegistry (India) Pvt. Ltd
Unit No. 9, Shiv Industrial Estate, J.R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (East), Mumbai-400011
Ph No. 022-23016761, Fax No. 022-23012517