24 Apr 2017 | Livemint.com

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Punjab Alkalies & Chemicals Ltd.

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  • BSE Code: 506852
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Punjab Alkalies & Chemicals Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT FOR THE FINANCIAL YEAR 2014-15

1. Brief Statement on the Company's philosophy on Code of Governance

The Company believes in good Corporate Governance and has been practising it for the conduct of its business and for meeting its obligations towards its stakeholders.

The Company had modified its corporate practices in the financial year 2001-02 so as to bring them in line with the requirements of Clause 49 of the Listing Agreements with the Stock Exchanges. The Company had further modified its corporate practices so as to bring them in consonance with the requirements of the revised Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited. The Company had further modified its corporate practices so as to bring them in consonance with the requirements of the Companies Act, 2013 and further revised Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited.

2. Board of Directors

The Board of Directors as on 17th August, 2015 comprises of 8 Directors. The Company has a Non-Executive Chairman, 3 Independent Directors (1 also a Woman Director) and 1 Nominee Director of Financial Institution. The Company has a Managing Director and 7 Non-Executive Directors.

The names and categories of the Directors on the Board, their attendance at the Board Meetings during the financial year and at the last Annual General Meeting, as also the number of Directorships held by them in other Companies and memberships of the Committees of the Board of the Companies in which they are Directors are given below:-

Five Board Meetings were held during the financial year 2014-15 as against the minimum requirement of four meetings in a year. The dates on which the Board Meetings were held are given below: 9th April, 2014,29th May, 2014,12th August, 2014,13th November, 2014,11 * February, 2015.

The Non-Executive Directors had no pecuniary relationship or transactions with the Company in their personal capacity duringthefinancialyear2014-15otherthan receiving Sitting Fees and/or reimbursement of expenses, if any, incurred for attending the meetings of the Company.

The Board of Directors of the Company in its meeting held on 30th October, 2006 had approved a Code of Conduct for Directors and Senior Management Personnel of the Company with effect from 1" January, 2006. The same has also been placed on the Company's Website www.punjabalkalies.com All the Directors and Senior Management Personnel have affirmed compliance with the said Code during the financial year 2014-15 and the Chief Executive Officer's Declaration to this effect is annexed herewith.

Audit Committee

The Company had constituted an Audit Committee of the Board of Directors in the year 1986. In June, 2001, the Committee was reconstituted and its terms of reference were revised so as to bring its composition and functions in consonance with the provisions of Section 292A of the Companies Act, 1956 and the requirements of Clause 49 of the Listing Agreement. In January, 2005, the terms of reference of the Committee were further revised to also bring them in line with the requirements of revised Clause 49 of the Listing Agreement. In November, 2014, the terms of reference of the Committee were further revised to also bring them in line with the requirements of the Companies Act, 2013 and further revised Clause 49 of the Listing Agreement.

The names and categories of the Chairman and members of the Audit Committee and their attendance at the Audit Committee meetings during the financial year under review are given below:-

Remuneration of Directors

The Company is having a Nomination and Remuneration Committee (Formerly Remuneration Committee) of the Board of Directors of the Company to approve the remuneration of the Managing Director(s), Whole-time Director(s), Key Managerial Personnel and Senior Management of the Company with the following Directors as its members:-

a) From 14th March, 2014 to 11th February, 2015

i. Dr. A.K. Kundra, IAS (Retd.) (Chairman)

ii. Shri D.C. Mehandru

iii. Shri Ravi Kumar (till 8th September, 2014)

b) From 11February, 2015 to 26th May, 2015

i. Dr. A.K. Kundra, IAS (Retd.) (Chairman)

ii. Shri J.S. Saraon (till 17th April, 2015)

iii. Shri Jagdish Garwal

c) Since 26th May, 2015

i. Dr. A.K. Kundra, IAS (Retd.) (Chairman)

ii. Shri D.C. Mehandru

iii. Shri Jagdish Garwal (till 11th August, 2015)

One meeting of the said Committee was held during the financial year 2014-15.

The remuneration of the Managing Director(s) and Whole-time Director(s) is also approved by the Board of Directors subject to the requisite approvals under the provisions of the Companies Act, 2013.

The following are the details of the remuneration paid to the Managing Directors in the financial year 2014-15:­- Shri S.S. Bains, IAS, Managing Director : Nil (Till 16th July, 2015)

- Shri D.K.Tiwari, IAS, Managing Director : Nil (From 9th April, 2014 To19,h May, 2014)

- Shri Amit Dhaka, IAS, Managing Director : Nil (From 17th August, 2015)

The Non-Executive Directors are entitled to Sitting Fee decided by the Board of Directors in accordance with the provisions of the Articles of Association of the Company. The Sitting Fee from 1" January, 2008 is (a) Rs.5,000/- per meeting of the Board of Directors attended and (b) Rs.2,000/- per meeting of the Committee of the Board of Directors attended.

Dr. A.K. Kundra, IAS (Retd.), Director was holding 600 Equity Shares of the Company as on 31" March, 2015. None of the other Directors, was holding any EquityShares of the Company as on 31" March, 2015.

5. Share Transfer Committee

The Company is having a Share Transfer Committee of the Board of Directors to approve the transfer and transmission of shares, sub-division and consolidation of Share certificates, issue of duplicate share certificates and dematerialisation and rematerialisation of shares, etc., with the following Directors as its members.

a) From 25th September, 2010 to 26th May, 2015

i. Managing Director (Chairman)

ii. Shri J.S. Saraon (till 17th April, 2015)

iii. Shri D.C. Mehandru

b) Since 26th May, 2015

i. Managing Director (Chairman)

ii. Dr. A.K. Kundra, IAS (Retd.)

iii. Shri D.C. Mehandru

During the financial year 2014-15, twenty-seven meetings of the Share Transfer Committee were held. During the financial year 2014-15, 51 requests for transfer of physical mode shares and 187 requests for dematerialisation were received. Out of the same Nil requests for transfer of physical mode shares and Nil requests for dematerialisation were pending for approval as on 31" March, 2015.

The Share Transfers are normally processed within 12 days of receipt if the documents are found in order. The requests for dematerialisation are also processed within 12 days of receipt of physical share certificates if the documents are found in order.

6. Stakeholders Relationship Committee

The Company is having a Stakeholders Relationship Committee (Formerly Shareholders/ Investors Grievance Committee) of the Board of Directors for looking into the redressing of shareholders and investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc., with the following Directors as its members:-

a) From 25th September,2010 to 26th May, 2015

i. Shri D.C. Mehandru (Chairman)-Non-Executive Independent Director

ii. Shri J.S. Saraon - Non-Executive Independent Director (till 17th April, 2015)

iii. Managing Director - Executive Non-independent Director

b) Since 26th May, 2015

i. Shri D.C. Mehandru (Chairman)-Non-Executive Independent Director

ii. Dr. A.K. Kundra, IAS (Retd.) - Non-Executive Independent Director

iii. Managing Director - Executive Non-independent Director

Shri Pradeep Nauharia, Company Secretary & Senior General Manager (Co. Affairs) is the Compliance Officer.

During the financial year 2014-15, four meetings of the said Committee were held.

During the financial year under review, the total number of complaints/queries received and replied to the satisfaction of shareholders were13. Outstanding complaints/queries as on 31" March, 2015 were Nil. Complaints/correspondence are usually dealt with within 10-12 days of receipt

Disclosures

a) There are no materially significant related party transactions that may have potential conflict with the interests of the  Company at large.

b) There has been no non-compliance by the Company or penalties or strictures imposed on the Company by any of the Stock Exchanges or SEBI or any other statutory authority, on any matter related to capital markets, during the last three years.

Means of communication

The quarterly Financial Results and Annual Financial Results of the Company are being published in the newspapers and sent to the Bombay Stock Exchange Limited in accordance with the requirements of Clause 41 of the Listing Agreement. The Company is also sending the said Financial Results through E-mails & CDs to the said Stock Exchange for enabling it to put the same on its Web-site. The said Results are also being sent to the other Stock Exchanges in India.

The Management Discussion and Analysis Report for the financial year 2014-15 is a part of the Annual Report for the said financial year.

10. General Shareholders information

a) Annual General Meeting

The 40* Annual General Meeting will be held on 29" September, 2015 at 10.30 hours in Tagore Theatre, Sector 18, Chandigarh.

b) Financial Calendar : 1"April, 201410 31* March,2015

c) Date of Book Closure : 23" September, 2015 to 29" September, 2015 (both days inclusive)

d) Dividend Payment Date : N.A.

e) Listing on Stock Exchanges : Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001

0 Stock Code

Bombay Stock Exchange Limited : 506852

ISIN No. for Demat Mode Shares : : INE607A01014

g) Registrars and Share Transfer Agents

M/s. Beetal Financial & Computer Services Private Limited  Unit: Punjab Alkalies & Chemicals Limited  Beetal House, 3" Floor, 99, Madangir, Behind Local  Shopping Centre, New Delhi-110062  Ph. : (011) - 29961281-83  Fax: (011) - 29961284  E-mail ID: beetal@beetalfinancial.com Website: www.beetalfinancial.com  

h) Share Transfer System

The Company is having a Share Transfer Committee of the Board of Directors to approve the transfer and transmission of shares, etc. The Share Transfers of Physical Mode Shares are normally processed within 12 days of receipt if the documents are found in order.  

i) Dematerialisation of Shares and liquidity

The trading in the EquityShares of the Company on the Stock Exchanges is permitted only in Dematerialised Mode w.e.f. 24" July, 2000 due to SEBI's directive. The Company has arrangements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for facilitating holding of Company's Shares in Dematerialised Mode. As on 31* March, 2015, 87.49% of the total shares have been dematerialised.  

j) Unclaimed Shares

The Company has opened a Depository Account (Demat Account) in the name and style of 'Unclaimed Shares Suspense Account of Punjab Alkalies & Chemicals Limited' with Punjab National Bank (Depository Participant of National Securities Depository Limited (NSDL)), Sector 17-B, Chandigarh for the purpose of complying with the provisions of the Revised Clause 5Aof the Listing Agreement with the Bombay Stock Exchange Limited.

Outstanding GDFts/ ADFts/ Warrants or Convertible instruments, conversion date and likely impact on equity. : Nil

I) Plant Location

Nangal-Una Road, Naya Nangal,  Distt. Ropar (Punjab) - 140 126.  

m) Address for Correspondence

Punjab Alkalies & Chemicals Limited, S.C.0.125-127, Sector 17-B, Chandigarh-160 017.  4072500-01 Fax: (0172)-2704797. Website: www.punjabalkalies.com CIN: L24119CH1975PLC003607

rj) E-mail ID for Investors' Complaints/Queries : sharesqueries@punjabalkalies.com