REPORT ON CORPORATE GOVERNANCE
The Company is committed to good corporate governance practices. The Company continues to lake such steps which ensure good corporate governance practices, transparency and enhance the shareholders value.
B. Board of Directors: Composition, Meetings and Attendance:
The Board of Director comprises of Six Directors with all of them being Non Executive Directors, Sixty six point sixty six percent of the total strength of the Board comprises of Independent Directors.
During the financial year ended 31st March 2015, the Board met five times on 30.05.2014, 31.07.2014, 07.11.2014, 16.01.2015, 31.01.2015 and 31.03.2015
Last Annual General Meeting was held on September 2,2014.
As mandated by Clause 49, none of the Directors are members of more than ten board level committees nor are they chairman of more than five committees in which they are members. Further, all the directors have confirmed that they do not serve as an independent director in more than seven listed companies or where they are whole-time director in any listed company, then they do not serve as Independent director in more than three listed companies.
Information supplied to the Board
The Board has complete access to all the information of the company and is regularly provided advanced detailed information as part of the agenda papers or is table there in. The following in format ion is regularly provided to the Board as part of the agenda papers:
- Annual and quarterly financial statements of the Company
Minutes of the meeting of the Audit Committee and other committees of the Board
- Annual business plan
- Information on recruitment and remuneration of senior officers just below the level of Board including the appointment or removal of CFO and Company Secretary
- Materially important notices of show cause, demand, prosecution and penalty
- Any material default in financial obligations to and by the Company or substantial non-payment for goods sold by the company
- Any issue involving possible liability/claims of substantial nature.
- Details of any joint venture or significant collaboration agreement.
- Quarterly disclosure of all the investments made
Material non-compliance of any regulatory, statutory nature or listing requirements and shareholders service, such as non-payment of dividend, delay in share transfer and others,
- Quarterly review of compliance status under various laws applicable to the Company.
- Corporate Social Responsibility activities
-Related party transactions.
C. Remuneration to Director
No remuneration is paid to any of the Directors except for Sitting Fees for attending the meetings.
D. Committee of the Board:
The company has four Board level committees - Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Risk Management Committee..
All decisions pertaining to the constitution of the Committees, appointment of members and fixing terms of service for Committee members are taken by the board of Directors. Details of the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below.
a) Audit Committee
The Company has constituted an Audit Committee. As on 31.03.2015 (lie Audit Committee comprises of Shri. Naresh J. Shah Chairman, Shri, Dinesh.J. Engineer Director, Shri V. B.Shah Director. All are having financial and accounting knowledge.
During the financial year 2014-2015, the Audit Committee met four times on 30.05.2014,31.07.2014,07.11,2014, and 16.01,2015.
The Audit Committee had adequate powers and detailed terms of reference to play effective role as required under Clause 49 of the Listing Agreement.
The Compliance Officer acts as the Secretary of the Committee.
b) Nomination & Remuneration Committee:
Nomination & Remuneration Committee as on 31.03.2015 comprises of three members viz. Shri V. B.Shah Chairman, Shri Dinesh Jayantilal Engineer and Shri K. V. Deliwala. The Committee met once during the financial year on 31 st March 2015, The primary function of the Committee is to recommend to the Board on appointment or reappointment of Directors, remuneration of Key Managerial Personnel, formulate criteria for evaluation of Independent Directors, Board diversity, identification and selection of persons who could be appointed as independent directors, etc.
c) Stakeholder Relationship Committee:
The Stakeholder Relationship Committee consists of two members viz, Mr. Dinesh J. Engineer Chairman with Mr. Naresh J. Shall and Mr. M. K. Deliwala as its members to look into redressal of Shareholders and investors grievances with respect to transfer of Shares, dematerialization of shares.non receipt of declared dividend or Annual report etc. and other matters relating to shareholder relationship. The shareholders grievance committee met four times during the year. During the year ended on March 31, 2015 company received I grievance from Investor/shareholder which was disposed off during the year. There are no outstanding complaints/grievances as on 31st March 2015.
d) Risk Management Committee:
The Risk Management Committee as on 31/03/2015 comprises office members viz. Shri V. B. Shah Chairman, Shri N. J. Shah and Shri M. K. Deliwala. The Committee met once during the financial year under review on 31st March 2015. The primary function of the Committee is to review the major risks identified by the management, along with its mitigation plan, monitoring and reviewing the Company's risk management plan and to apprise the Board on risk assessment plan and to appraise the Board on risk assessment and minimization procedure.
E. Name and Designation of Compliance Officer:
Shri. CD. Jog Compliance Officer Pulsar International Limited
a) Disclosure of related party transactions:
No transaction of material nature has been entered into by the Company with its Promoters, Directors or the management or relatives etc. that may have potential conflict with the interest of the Company.
b) Disclosure of Accounting Treatment in Preparing of Financial Statement
The Company follows the guidelines of Accounting Standards referred to in Section 133 of the Companies Act 2013 read with the Rule 7 of the Companies (Accounts) Rules, 2014 together with early adoption of Accounting Standard 30 'Financial instruments: Recognition and Measurement' and the consequential limited revisions to certain Accounting Standards issued by the 1CAI.
c) Disclosure of non-compliance by the Company
There were no instances of non-compliance or penalty, strictures imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to Capital Markets during the last three Years.
d) CEO and CFO Certification
The CEO and CFO certification of the Financial Statements for the financial year 2014-2015 is enclosed at the end of this report.
e) Whistle Blower
The Company has adopted Whistle Blower Policy and pursuant to the policy no personnel has been denied access to the Chairman of Audit Committee.
G. General Shareholder Information:
The Board of Directors has not recommended any dividend for the financial year 2014-15
The Company's shares are listed on The Bombay Stock Exchange Ltd. The Company has paid Annual Listing fees up to financial year 2014-2015
Scrip code on the Stock Exchange, Mumbai : 512591
Demat ISIN for NSDL and CDSL :Not Applicable
Stock Market Price Data:
There was no quotation of the company's shares on BSE during the Year ended on March 31, 2015. The last quotation was Rs. 1/- on 13/08/2002.
As the shares of the Company are not included in BSE Sensex, comparative study on BSE Index vis-a-vis price performance of the Company's shares is not given.
c) Share Transfer System
Share transfer requests received for transfer of shares in physical form are processed by the Share Transfer Agents and Share Transfer Register prepared within seven days from the date of receipt. Stakeholder Relationship Committee approves the transfers and immediately there the share certificate is dispatched to respective transferees, it is ensured that the share certificates duly transferred are dispatched within fifteen days from the date of its lodgment.
f) Dematerialization of Shares:
Total number of Shares
in Demat form as on 31st March 2015 : Nil
in Physical form : 30,00,000
g) The Company has not issued any GDRs/ADRs/war rants or any Convertible instruments.
h) Details of Public Funding Obtained in the Last Three years:
No public funding has been obtained in the last three year
1) Financial Calendar for the year 2015-2016 (Provisional)
A Results for the first quarter ending on June 30. 2015 By end of July. 2015
B Results for the Second quarter ending on September 30, 2015 By end of October, 2015
C Results for the third quarter ending on December 31, 2015 By end of January, 2016
D Results (Audited) for the Financial Year ending March 31 , 2016 By end of May, 2016
E Annual General Meeting for the year ending March 31, 2016 By end of September, 2016
j) Means of Communication:
The Company published its quarterly, ha If yearly and yearly results in prescribed form under regulation 41 of the listing agreement within the stipulated time limit. The results are sent to the stock exchanges where the shares are listed and the same are published in leading newspapers in English and in vernacular language of Mumbai. As such the Company does not send unaudited results to the shareholders individually.
l) Annual General Meeting
The Company has not conducted voting by Postal Ballot during last 3 years and no Special resolution is proposed to be passed through Postal Ballot for this 24th Annual General Meeting.
The 24th Annual General Meeting of the members of the Company is scheduled to be held at 12.30 p.m. on Tuesday, the 30th September 2015 at Malabar Hill Club Ltd. B.G.Kher Marg, Malabar Hill, Mumbai 400 006.
m)Details of book closures:
on 9th July 2015
n) Postal Ballot
During the current year, no approval of shareholders was taken through Postal Ballot,
o) The Company has In-House Share Department.
As provided under clause 49 agreement with Stock Exchange, this is to confirm that all the members of the Board and the Senior Management have affirmed compliance with the code of conduct for the year ended 31 st March 2015.
For Pulsar International Limited
M. K. Deliwala
Date: 29th May2015