01 May 2017 | Livemint.com

BSE
NSE
Last Updated: Mar 31, 03:48 PM
Punjab Chemicals & Crop Protection Ltd.

BSE

  • 279.30 0.65 (0.23%)
  • Vol: 5068
  • BSE Code: 506618
  • PREV. CLOSE
    278.65
  • OPEN PRICE
    280.00
  • BID PRICE (QTY.)
    279.30(100)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 280.95 0.00 (0%)
  • Vol: 13798
  • NSE Code: PUNJABCHEM
  • PREV. CLOSE
    280.95
  • OPEN PRICE
    279.70
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    280.95(12)

Punjab Chemicals & Crop Protection Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement entered with the BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE), the Directors present the Company's Report on Corporate Governance for the financial year 2014-15 as under:

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Your Company continuously strives to improve upon the systems and practices to ensure good Corporate Governance with transparency, professionalism and accountability in all its operations. The procedures adopted to ensure Corporate Governance has been set out keeping in view the size, complexity, global operations and traditional ethical values in the Company. The Company's approach is to make efforts to maximize benefits to the shareholders, employees, customers and general public at large. The Company's Code of conduct and Ethics is well structured. The Company's internal control systems are periodically reviewed and are subjected to regular assessment for its effectiveness. The integrity and fairness in dealing with the stakeholders of the Company is the main focus of the management. We at PCCPL are committed to good corporate governance and its adherence to the best practices in true spirits at all times. The culture of transparency, new development capabilities and identifying opportunities for value creation has been embedded in each and every employee of the Company.

2. BOARD OF DIRECTORS

The Board of Directors along-with its Committees provides leadership and guidance to the Company's management and directs, supervises and controls the performance of the Company. The Company's Board plays a pivotal role in ensuring sound and ethical business practices. The Board of the Company has been constituted in compliance with the Companies Act, 2013 and the Listing Agreements entered with the Stock Exchanges.

The Board of Directors of the Company comprises of the Chairman, Vice Chairman, Managing Director, two Whole-time Directors and four (4) other Non-Executive Directors including a Woman Director as required under the provisions of Section 149 (3) of the Companies Act, 2013 as on March 31, 2015. The number of Independent Directors on the Board is three (3) including Chairman and Vice Chairman. All the Independent Directors have certified and confirmed that they meet the 'independence' criteria as mentioned in Clause 49 of the Listing Agreement. The shareholders at the 38th Annual General Meeting held on September 23, 2014 approved appointment of all the Independent Directors to hold office for five (5) consecutive years for a term upto the conclusion of the 43rd Annual General Meeting to be held in the calendar year 2019. The Company issued letter of appointment to all the Independent Directors as per Schedule IV to the Companies Act, 2013 and the terms and conditions of their appointment have been disclosed on the website of the Company under the head "Financials - Investor Relations" (www.punjabchemicals.com).

The Company has a familiarization programme for the Independent Directors with regard to their roles, rights and responsibilities in the Company; nature of the industry in which the Company operate; the business models of the Company, etc. and the same is available on the website of the Company under the head "Financials - Company Policies"

4. BOARD MEETINGS AND BOARD COMMITTEE MEETINGS:

The Board is constituted by the shareholders for overseeing the Company's overall functioning. The Board provides and evaluates the Company's strategy direction, management policies and their effectiveness and ensures the long term interest of the stakeholders. The Board has constituted Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Assessment Committee, etc.

Notes:

(a) None of the Directors is related to any other Director, except Shri Shalil Shashikumar Shroff and Capt. Surjit Singh Chopra (Retd.) being relatives.

(b) None of the Director has any business relationship with the Company.

(c) None of the Directors received any loans and advances from the Company during the year.

(d) Apart from the Directors' Sitting fees, the Company did not have any pecuniary relationship or transactions with non-executive Directors during 2014-15.

e) The details of the Directors proposed to be appointed/ re-appointed at the 39th Annual General Meeting are published elsewhere in the Annual Report.

(f) None of the Directors held any Directorship in more than 10 Public Limited Companies. Details of Board Meetings held during the period April 1, 2014to March 31, 2015:

During the year, the Board met five (5)times onMay 29, 2014; August 7, 2014; September 23, 2014; November 14, 2014 and February 11, 2015. The maximum gap between any two (2) Board Meetings was less than one hundred twenty (120) days. All material information was circulated to the Directors before the Meeting or placed at the meeting, including minimum information required to be made available to the Board under Clause 49 of the Listing Agreement.

6. AUDIT COMMITTEE

The Audit Committee has adequate powers and detailed terms of reference to play an effective role as required under the provisions of the Companies Act, 2013 and Clause 49 of the Company's Listing Agreement with the Stock Exchanges.

Terms of Reference:

The primary objective of the Committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality.

The terms of reference of the Audit Committee are broadly as under:

1. Overview of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to Board, the appointment, reappointment and, if required, the replacement or removal of Statutory Auditors, including Cost Auditors, and fixation of audit fees and other terms of appointment.

3. Approving payment to Statutory Auditors, including cost Auditors for any other services rendered by them

4. Reviewing, with the management, the annual financial statements and Auditor's report thereon before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Director's Responsibility Statement to be included in the Directors' Report in terms of sub­section (2AA) of Section 217 of the Companies Act, 1956.

b) Changes, if any, in accounting policies and practices and reasons for the same

c) Major accounting entries involving estimates based on the exercise of judgment by management

d) Significant adjustments made in the financial statements arising out of audit findings

e) Compliance with listing and other legal requirements relating to financial statements

f) Disclosure of any related party transactions

g) Qualifications in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (Public Issue, Rights Issue, Preferential Issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Reviewing and monitoring the Auditor's independence and performance, and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties.

9. Scrutiny of Inter-Corporate loans and investments.

10. Valuation of undertakings or assets of the company, wherever it is necessary.

11. Evaluation of Internal Financial Controls and Risk Management Systems.

12. Reviewing, with the management, External and Internal Auditors, the adequacy of the Internal Control Systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the Internal Audit Department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with Internal Auditors of any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of Internal Control Systems of a material nature and reporting the matter to the Board.

16. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the Depositors, Debenture holders, Shareholders (in case of non-payment of declared dividends) and creditors.

18. To review the functioning of the Whistle Blower Mechanism and to review the findings of investigation into cases of material nature and the actions taken in respect thereof.

19. Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

20. To grant Omnibus approval for Related Party Transactions which are in the ordinary course of business and on an arms length pricing basis and to review and approve such transactions subject to the approval of the Board.

21. Approve such additional services to be rendered by the Statutory Auditors except those enumerated in Section 144 of the Companies Act, 2013 and payment for such services.

22. Carrying out such other functions as may be specifically referred to the Committee by the Company's Board of Directors and/ or other Committees of Directors.

Composition:

During the last financial year, the Audit Committee met five (5) times on May 29, 2014; August 7, 2014; September 23, 2014; November 14, 2014 and February 11, 2015. The maximum gap between any two (2) Audit Committee Meetings was less than four (4) months.

After change in the constitution of the Board of the Company as detailed more particularly in the Directors' Report, the Committee was reconstituted on May 28, 2015 by the Board of Directors by inducting Shri Sheo Prasad Singh as Member of the Committee in place of Shri Ghattu Ramanna Narayan.

The Company has complied with the requirements of Clause 49 (III) (A) with respect to the composition of the Audit Committee. All the Members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

At the Annual General Meeting held on September 23, 2014, the Chairman of the Audit Committee, Shri Mukesh Dahyabhai Patel was present.

The Committee meetings are usually attended by the Managing Director, Chief Financial Officer and Statutory Auditors of the Company. The Internal Auditors and Cost Auditors of the Company are also invited to the meetings, as and when required. Shri Punit K Abrol, Sr. V.P. (Finance) & Company Secretary of the Company acts as the Secretary of the Committee.

7. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors in its Meeting held on May 29, 2014 changed the nomenclature of the Shareholders & Investors Grievance Committee to Stakeholders Relationship Committee.

Terms of Reference:

Terms of Reference of the Committee, inter alia, includes the following:

i) Oversee and review all matters connected with the transfer of the Company's securities

ii) Approve issue of the Company's duplicate share certificates

iii) Monitor redressal of Investors' / Shareholders' / Security holders' grievances

iv) Oversee the performance of the Company's Registrars and Transfer Agents

v) Recommend methods to upgrade the standard of services to Investors

vi) Monitor implementation of the Company's Code of Conduct for Prohibition of Insider Trading Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.

vii) Any other function, duty as stipulated by the Companies Act, Reserve Bank of India, Securities & Exchange Board of India, Stock Exchanges, and any other Regulatory Authority or under any applicable laws, as amended from time to time.

During the year, 3complaints were received from investors. All the complaints have been solved to the satisfaction of the complainants and no investor compliant was pending at the beginning or at the end of the year.

The Board of Directors of the Company have delegated the power to transfer the shares by any one of Shri Shalil Shashi Kumar Shroff, Managing Director, or Shri Avtar Singh, Director (Operations & Business Development), or Shri Punit K Abrol, Sr. V P (Finance) & Company Secretary. During the year 2014-15, all transactions viz. shares transfers, transmission, split/consolidation, duplicate share certificates, etc. were approved on a weekly basis by Shri Punit K. Abrol, Sr. V P (Finance) &Company Secretary. All the above referred transactions approved by the authorized persons are placed before the Stakeholders Relationship Committee.

8. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors in its Meeting held on May 29, 2014 changed the nomenclature of the Remuneration Committee to Nomination and Remuneration Committee.

Terms of reference:

The terms of reference of the Committee has been expanded in terms of the provisions of the Companies Act, 2013 and the Listing Agreement which includes:

1. Identifying persons who are qualified to become directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

2. Evaluation of performance of all Directors on the Board.

3. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

4. Formulation of criteria for evaluation of Independent Directors and the Board.

5. Devising a policy on Board diversity

Remuneration Policy:

The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is approved by the Board of Directors, subject to the approval of shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial Personnel and other employees of the quality required to run the Company successfully. The remuneration of the Board members is based on the Company's size & global presence, its economic & financial position, industrial trends; compensation paid by the peer Companies, etc.

a) The Company pays remuneration to its Managing Director and Whole-time Directors by way of salary, commission, perquisites and allowances. Salary is paid within the range as approved by the Shareholders. The Board, on the recommendations of the Nomination and Remuneration Committee, approves annual increments to the Managing Director and the Whole-Time Directors. The commission is calculated with reference to the net profits of the Company in a particular financial year and is determined by the Board of Directors at the end of the financial year based on the recommendations of the Nomination and Remuneration Committee, subject to the overall ceiling as stipulated in Section 197 of the Companies Act, 2013.

b) The Non-Executive Directors are paid remuneration by way of commission and sitting fees. The Company paid sitting fees of Rs. 5000/- per meeting to its Non-Executive Directors for attending the meeting of the Board and other Committees up to August 7, 2014 and since, September 23, 2014, the Company is paying Rs. 15000/- per meeting for attending the meeting of the Board and other Committees. The commission is paid as per the limits approved by shareholders, subject to a limit not exceeding 1% p.a of the Company (computed in accordance with Section 198 (1) of the Companies Act, 1956) and in such proportion and manner as the Chairman may decide.

c) The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee lays down the criteria for performance evaluation of Independent Directors and other Directors, Board of Directors and Committees of the Board of Directors. A structured questionnaire was prepared covering various aspects of the Board'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. The Directors expressed their satisfaction with the evaluation process

Notes:

1. The employment of Shri Shalil Shashikumar Shroff, Managing Director is contractual for a period of three (3) years as approved by the Central Government whereas the employment of Shri Avtar Singh, Director (Operations & Business Development) and Shri Shivshankar Shripal Tiwari, Whole Time Director is contractual for a period of five (5) years. The employment is terminable by either party giving three (3) months notice or as may be mutually decided between them and the Company.

2. Severance compensation is payable to the Managing Director and the Whole-time Director, if his office is terminated before the contractual period, subject to the provisions and limitations specified in Section 202 of the Companies Act, 2013.

3. The Sitting fee paid to Shri Sheo Prasad Singh upto December 1, 2014 has been paid to EXIM Bank, as per the nomination letter received from EXIM Bank.

4. There are no stock options, fixed component and performance linked incentives along-with the performance criteria to the Directors.

5. No Commission was paid to the Directors since the financial year 2008-09.  

9. OTHER COMMITTEES

a) Risk Assessment Committee:

Evaluation of business risk and managing the risk has always been an ongoing process in your Company. The Risk Assessment Committee assists the Board in fulfilling its corporate governance duties by overseeing the responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks.

One Meeting of the Risk Assessment Committee was held on February 11, 2015.

b) Corporate Social Responsibility Committee:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board at its meeting held on May 29, 2014 has constituted a Corporate Social Responsibility Committee consisting of majority of Independent Directors.

The Composition of the Committee is given below:

After change in the constitution of the Board of the Company as detailed more particularly in the Directors' Report, the Committee was reconstituted on May 28, 2015,Shri Ghattu Ramanna Narayan is not a Member of the said Committee.

The terms of reference of the Committee includes:

a) Formulation and recommendation to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

b) To recommend the amount of expenditure to be incurred on CSR activities as indicated in the CSR Policy;

c) Monitoring CSR Policy of the Company from time to time;

d) Instituting a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by the Company; and

e) To perform any other function or duty as stipulated by the Companies Act and any other regulatory authority or under any applicable laws, as may be prescribed from time to time.

As a good corporate citizen, the Company continued to contribute funds as and when necessary for the charitable or religious purposes, inspite of running into severe losses in the past.

c) Independent Directors' Meeting:

During the year under review, the Independent Directors met on February 11, 2015, inter-alia, to discuss:

i. Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

ii. Evaluation of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

Shri Vijay Rai has been appointed as Lead Independent Director to Chair the Meeting of the Committee.

d) Complaint Redressal Committee:

The Company has set in place an Anti Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 named as Policy on 'Prevention of Sexual Harassment at Workplace'. Under this policy, an appropriate complaint mechanism in the form of "Complaint Redressal Committee" has been created in the Company for time-bound redressal of the sexual harassment complaint made by the victim.

11. DISCLOSURES

a) Related Party Transactions:

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the Financial Statements.

The Board has approved a policy for Related Party Transactions which has been uploaded on the Company's Website.

b) Accounting Treatment:

In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 1956 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

c) Strictures and Penalties

No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the Securities and Exchange Board of India (SEBI) or by any statutory authority on any matters related to capital markets during the last three years.

d) Whistle Blower Policy:

The Company has adopted a whistle blower policy enable the Directors and Employees to report instances of genuine concerns regarding illegal activities, unethical behaviour and actual or suspected fraud or violation of the Company's Code of Conduct and Ethics Policy.

The Policy also provides for adequate safeguards against the victimization of concerned who avail of the Vigil Mechanism. It also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

It is affirmed that no person has been denied access to the Audit Committee.

e) Non-Mandatory Requirements:

The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement entered into with Stock Exchanges.

The status of adoption of the non-mandatory requirements of Clause 49 of the Listing Agreement is as under:

i. The Chairman of the Company is a Non Executive Director and the Company reimburses him the expenses incurred in performance of his duties.

ii. The Company has appointed separate persons to the post of the Chairman and the Managing Director/ CEO.

iii. The Internal Auditor reports to the Managing Director and has direct access to the Audit Committee.

12. MEANS OF COMMUNICATION

a) The Company regularly intimates un-audited as well as audited quarterly, half-yearly and annual financial results to the Stock Exchanges immediately after these are taken on record by the Board. These financial results are normally published in the Business Standard (all and Hindi Edition in Chandigarh) and Amar Ujala, Chandigarh; and are also displayed on the website of the Company www.punjabchemicals.com

In compliance with Clause 52 of the Listing Agreement, the quarterly results, Shareholding Pattern, quarterly compliances and all other Corporate Communication to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited are filed electronically on BSE's on-line portal and through Corporate Filing and Dissemination System (CFDS) website www.corpfiling.co.in Likewise, the said information is also filed electronically with NSE through NSE's NEAPS portal. The Company has complied with filing and submissions through BSE's BSE Online Portal. These results are also posted on www.corpfiling.com

b) Management Discussion and Analysis forms part of the Annual Report.

13. GENERAL SHAREHOLDER INFORMATION

a) Annual General Meeting

Date and Time : September 11, 2015 at 9:30a.m

Venue : PHD House, Sector- 31, Chandigarh.

Financial Year : Year ending March 31, 2015.

Date of Book Closure ; September 4, 2015 to September, 11, 2015

Dividend payment date : N.A

Listing on Stock Exchanges:

The Company's shares are listed on:

1. BSE Limited (BSE)

2. National Stock Exchange of India Limited (NSE)

Stock Codes/Symbol (for shares)

BSE Limited (Code)  : 506618

National Stock Exchange of India Ltd. (symbol) De-mat  : PUNJABCHEM

ISIN Number in NSDL & CDSL:  INE277B01014

d) Registrar and Share Transfer Agent (RTA):

The Registrar and Share Transfer Agent of the Company is M/s Alankit Assignments Ltd., Alankit Heights, 1E/13, Jhandewalan Extension, New-Delhi- 110 055.

e) Share Transfer System:

RTA processes the share transfer/ transmission requests on a weekly basis and the share transfers in physical form are approved by the Sr. V.P (Finance) & Company Secretary, as per the authority delegated to him by the Board of Directors to, inter alia, approve the share transfers and transmission.

The shares are normally transferred every week and returned within a period of 15 days from the date of receipt, if the documents are in order in all respects. There are no share transfers pending as on March 31, 2015.

Requests for dematerialisation of shares are processed and confirmation thereof is given to the respective depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services India Limited (CDSL) within the statutory time limit from the date of receipt of Share Certificates provided the documents are complete in all respects.

As required under clause 47 ( c) of the Listing Agreement, a Certificate from the Practicing Company Secretary has been submitted to the Stock Exchanges within the stipulated time on half yearly basis confirming due compliance of share transfer formalities by the Company.

g) Dematerialization of shares and liquidity:

As per extant guidelines, trading in equity shares of the Company is mandatory in dematerialised form. To facilitate trading in demat form, there are two depositories i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company has entered into agreements with both these depositories. Shareholders can open account with any of the Depository Participant registered with any of these two depositories. As on March 31, 2015, 97.88 % of the Company's share capital is held in dematerialised form. The Company's shares are regularly traded on the BSE Limited and National Stock Exchange of India Limited.

h) Outstanding ADRs / GDRs / Warrants or any convertible instruments, conversion date and likely impact on equity:

Not applicable

j) Address for correspondence by investors:

a. For transfer/ transmission of shares held in physical form, duplicate share certificates, change of address and any other query relating to the shares, Investors may communicate with Registrar & Share Transfer Agent at the Following Address:

Alankit Assignment Ltd, RTA Division, Alankit Heights 011-23541234  1E/13, Jhandewalan Extension, Fax: 011-41543474 Tel: 011-42541234 New Delhi-110055 E-mail: rta@alankit.com

b. For information/ query regarding the dividends, Investors should communicate with the Company.

c. Shareholders holding shares in demat form, should address all correspondence to their respective depository participants.

d. Shri Punit K. Abrol, Sr. Vice President (Finance) & Company Secretary is the Compliance Officer of the Company. For investor queries, the Compliance Officer may be contacted on an exclusive email ID: investorhelp@punjabchemicals.com

Nomination Facility :

Members are allowed to nominate any person to whom they desire to have the shares transmitted in the event of death. Desirous Members may approach to the Company or to the Registrar & Share Transfer Agents of the Company, for the shares held in physical form and to the respective Depository Participant for shares held in de-mat form, for availing the same facility.

k) Plant Locations :

Location of Manufacturing Sites :

Agro-Chemicals Division

Milestone-18, Ambala Kalka Road, P.O. Bhankharpur, Distt. SAS Nagar, Mohali (Pb.) 140 201 Ph. : 01762-280086, 280094, 522253 Fax : 01762-280070 Email :factoryinfo@punjabchemicals.com  

Pharma Division - Unit Alpha Drug  

Villages: Kolimajra & Samalheri P.O.: Lalru, Distt. SAS Nagar Mohali (Pb) Ph.: 01762-275519,506996 Fax: 01762-275308,506999 Email:pharmainfo@punjabchemicals.com

Address for Correspondence:

Registered Office

S.C.O : 183, First Floor, Sector - 26, Madhya Marg, Chandigarh 160 019. Tel: 0172-5008300/ 5008301 Fax : 0172-2790160 E-mail: info@ punjabchemicals.com

Corporate Office

Plot No. 645-46, 4th/5th Floor, Oberoi Chambers II, New Link Road, Andheri (W), Mumbai-400 053. Ph: 022-26747900 (30 lines), Fax:022-26736013, 26736193 Email: enquiry@punjabchemicals.com

Hyderabad Office

414, Navketan Complex, Opp. Clock Tower Garden, 62, S.D. Road, Secunderabad -500 003.

Ph.:040-27805662 Fax:040-27805663 Email: Jose@punjabchemicals.com

Ahmedabad Office

205-206, Supath - II Complex, Ashram Road Near Vadaj Bus Terminus, Ahmedabad-380 013 Cell : 09898892994, Ph.: 079-27552583 Fax : 079-27561127 Email: kalendu@punjabchemicals.com

m) Group Companies:

14. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Company's share capital is being carried out by an independent and qualified Practicing Company Secretary with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) and held in physical form, with the issued and listed capital. The Auditors' Certificate in regard to the same is submitted to BSE Limited and National Stock Exchange of India Limited and is also placed before Stakeholders' Relationship Committee and the Board of Directors.

15. CEO/CFO CERTIFICATION

In terms of Clause 49(IX) of the Listing Agreement, the Certificate duly signed by Shri Shalil Shashikumar Shroff Managing Director and Shri Vipul Joshi, Chief Financial Officer was placed before the Board of Directors along with the financial statements for the year ended March 31, 2015 at its meeting held on May 28, 2015, forms part of this report.

16. MANAGING DIRECTOR'S DECLARATION ON CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has laid down Code of Conduct and Ethics ("Code") for all the Board Members and Senior Management Personnel of the Company. The updated Code incorporates duties of Independent Directors. The Code is available on the website of the Company i.e. www.punjabchemicals.com All the Board Members and Senior Management have affirmed their compliance with the Code for the financial year ended March 31, 2015. A declaration to this effect in compliance with Clause 49(II)(E) of the Listing Agreement, duly signed by Shri Shalil Shashikumar Shroff, Managing Director of the Company, also forms part of this report.