DIRECTORS' REPORT Dear Members, 1. Your Directors have pleasure in presenting the Thirty Ninth (39th) Annual Report, on the business and operations of the Company. The Annual Report includes Audited standalone and consolidated financial statements for the financial year ended on March 31, 2015 Notes: a) Previous year figures under different heads have been regrouped to the extent necessary. 3. DIVIDEND: In view of accumulated losses, the Directors regret their inability to recommend any dividend. 4. TRANSFER TO RESERVES: The profit in the standalone results have been carried over to next year in view of accumulated losses of the earlier years. Therefore, no amount could be transferred to General Reserve Account. 5. STANDALONE OPERATIONS: The operational results for the year under review have improved. The efforts of the company to correct the situation, proved meaningful but because of the losses which have to be absorbed due to the correction, the difference was marginal. The disposal of non-profitable businesses and non-core assets reduced the operational and fixed expenses, reduced the debt burden and made the working capital more relevant to the remaining businesses. The Company is now focused on its core business of manufacturing technical agrochemicals. Better operations due to improved raw material efficiencies, implementation of cost saving measures and better working capital management in the Agro Chemicals Division have nurtured the Company back to a positive cash flow situation. The outcome of the efforts of the Management is evident from the results of the financial year 2014-15. The total income on standalone basis during period under review increased to Rs. 420.28 crores against the total income of Rs. 391.89crores (excluding income of sold out business and leased unit) in the previous year. The net profit has risen to Rs. 3.56 crores from a marginal profit of Rs. 1.18 crores in the previous year. It may be noted that to restructure the manpower in the Agrochemicals unit at Derabassi, the company offered "Voluntary Retirement Scheme" (VRS) to the employees. 36 employees voluntarily opted for retirement and this reduced the operation costs. The expense on this account has been booked under exceptional item and the result of this onetime cost will be evident in the savings in the years to come. 6. OPERATIONS OF OVERSEAS SUBSIDIARIES: Your Company has three overseas subsidiaries namely-SD AgChem (Europe) NV, Sintesis Quimica, S.A.I.C, Argentina, and STS Chemicals (UK) Ltd. During the year under review, the operations of the overseas subsidiaries were as follows: (i) The performance of SD Agchem (Europe) NV has improved due to the improved business environment. The total income of this subsidiary was Rs. 25.93 crores with net profit of Rs. 6.52 crores, in the period under review. SD Agchem (Europe) NV, the wholly owned subsidiary of the Company in Belgium disposed off its 20% shareholding in Source Dynamics, LLC to Yongnong Biosciences Co. Ltd., China to reduce part of its long term liability. (ii) Sintesis Quimica, S.A.I.C, Argentina (SQ) have shown slightly improved performance due to initiation of the job work of various multinational companies. This arrangement has reduced working capital requirement. The matters of concern in this subsidiary Company is old debt and challenge to meet the requirement of funds to pay installment under the debt restructuring arrangement of Chapter XI. In the period under review, the total revenue of this subsidiary stands at Rs. 148.02 crores with a net profit of Rs. 1.73 crores. (iii) STS Chemicals (UK) Limited does not have any operations, hence not considered for the purpose of preparation of the Consolidated Financial Statements. The non-inclusion of the same in the Consolidated Financial Statements has no significant impact on the financial position and on the operating results of the group. The salient features of financial statements of subsidiaries/ associates/ joint ventures as per Section 129 of the Companies Act, 2013 forms part of the Annual Report. The Company will make available separate audited financial statements of the subsidiaries to any Member upon request. These financials are however, posted on the website of the Company and will also be available for inspection by any Member at the Registered Office. The Company has also formulated a policy for determining material subsidiaries as approved by the Board of Directors and may be accessed on the Company's weblink <http://> punjabchemicals.com/companypolicy.html 7. CONSOLIDATED RESULTS: The consolidated accounts during the period under review show that the total income has increased to Rs. 588.04 crores with a net profit of Rs. 14.20 crores as against the total income of Rs. 532.32 crores and net profit of Rs. 0.96 crores in the previous period. In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. 8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis Report on Company's performance, industry trend and other material changes with respect to the Company and subsidiaries have been given separately in the Annual Report. 9. STATE OF AFFAIRS OFTHE COMPANY: The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Annual Report. 10. OUTLOOK: The global economic environment in recent years has been challenging with uncertainty. It is believed that the growth engine for the global economy would be shifted from west to China and India, the emerging manufacturing and consumption hubs. However, any significant change will be a long drawn process. Therefore, in the given scenario, barring the uncertainties that loom over the industry, the Company expects a good business performance in the agrochemicals sector in the next year. The steps being taken by the government to give more impetus to agriculture sector and promoting the manufacturing sector through "Make in India" programme should further help the Company. The new opportunities of toll manufacturing of Pharma intermediates and other specialized and general chemicals are being explored for both the divisions in Punjab. The Management of the Company is optimistic about the current business prospects and will take requisite steps as and when required. 11. FINANCE: As explained earlier, the Company has taken several measures to prune the overall debt burden by entering into Corporate Debt Restructuring Scheme, disposing off the non-profitable business and non-core assets and putting back the cash from the inflows into making the operations of the Company more viable. The Company, during the period under review has paid the installments and interest which was due to the Banks, except Working Capital Demand Loan, which is partially paid from the sale of few non-core assets. The Company has not raised any additional borrowing during the year. The Company's proposal for One Time Settlement (OTS) with State Bank of India (SBI) has been accepted by the bank. As per the terms of OTS, the Company has to pay Rs. 4,550 lacs and sale proceeds from 1,50,000 shares of the Company, pledged exclusively with SBI by one of the promoters against total outstanding dues of Rs. 9,485 lacs (including interest). Out of the said amount, Rs. 1,138 lacs has been paid by the Company before March 31, 2015. The said OTS is subject to fulfilment of conditions. The necessary adjustment in the books of account will be carried out after compliance of all conditions as specified in said OTS. 12. PUBLIC DEPOSITS: The Company has not accepted or renewed any fixed deposits from the public since the last two financial years. As per the provisions of the new Companies Act, 2013, the Company has repaid all the public deposits in time. Accordingly, there are no outstanding deposits as on March 31, 2015. The management would like to sincerely thank all the depositors of the Company for their faith and confidence in the Company for many years. 13. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Changes in the composition of the Board of Directors and other Key Managerial Personnel: i) During the year, Export Import Bank of India withdrew the nomination of Shri Sheo Prasad Singh (DIN: 06493455) as a Director from the Board of Directors of the Company and accordingly, he ceased to be the Nominee Director of Export-Import Bank of India on the Board of the Company w.e.f. December 1, 2014. The Board of Directors while taking note of this withdrawal placed on record its deep sense of appreciation for the services rendered by him during his tenure in the Company. ii) Shri Ghattu Ramanna Narayan (DIN: 00020575) stepped down as the Chairman during the meeting and as Director after the conclusion of the Board Meeting held on May 28, 2015 due to his age and to spend time to serve the people and society. The Board respected his decision. The Board of Directors placed on record its deep sense of gratitude for his vision, leadership and guidance during the long association of around 18 years with the Company. The Board acknowledged that his professional guidance and insight on critical corporate strategies to manage the Company was very valuable. The Board also appreciated his contribution in the growth of the Company with his versatile experience, knowledge, management leadership, advising the Board and the Managing Director during the difficult time in the Company. The Board of Directors took note of the recommendation of the Nomination and Remuneration Committee to seek his expert advice on a regular basis and appointed him as "Chairman Emeritus". All the Directors appreciated this recommendation and felt that he will be an excellent guide to the PCCPL Family. Accordingly, the Directors unanimously approved the said proposal. iii) Acknowledging the contribution of Shri Mukesh Dahyabhai Patel (DIN:00009605), Independent Director, in the working of the Board, Committees and in the Company, his suggestions on various strategic matters and active participation, the Board of Directors, at its Meeting held on February 11, 2015 appointed him as the Vice Chairman of the Company. The Board unanimously appointed Shri Mukesh Dahyabhai Patel as the Chairman of the Board in its meeting held on May 28, 2015 after Shri Ghattu Ramanna Narayan stepped down as the Chairman of the Board. All the Directors assured him full cooperation and congratulated him on this elevation and wished him all the success during his tenure as the Chairman in the Company. He thanked the Board Members for this recognition and assured to fulfill his duties and discharge responsibilities sincerely as the Chairman of the Company. iv) Shri Shivshankar Shripal Tiwari (DIN: 00019058) resigned as a Whole Time Director w.e.f. April 6, 2015 upon completing the term for which his remuneration was approved by the Central Government and resigned as a Director of the Company w.e.f. May 28, 2015 due to personal engagements. The Board after consideration accepted his resignation in its meeting held on May 28, 2015. The Board placed on record its deep sense of appreciation and gratitude for the services and contribution rendered by him during his tenure as a Whole Time Director and Director since 2006 in the Company. The Board appreciated his extraordinary contribution for the expansion of various businesses in the Company during his long association with the Company. v) The Nomination and Remuneration Committee keeping in view the versatile experience and expertise in the banking matters, recommended to the Board to appoint Shri Sheo Prasad Singh as an Additional Director w.e.f. February 11, 2015. The Directors unanimously resolved to appoint him as an additional Director on the Board of the Company. Pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, he shall hold office up to the date of the ensuing Annual General Meeting. The Nomination and Remuneration Committee and the Board of Directors also decided to recommend him as Independent Director in place of Shri Ghattu Ramanna Narayan, who resigned in the said meeting. Shri Sheo Prasad Singh fulfills the criteria of Independence as prescribed in the Companies Act, 2013 and the Listing Agreement. A requisite notice in writing alongwith deposit from a member proposing him as a Non-Executive Independent Director has been received and his appointment is being placed before the Members in the ensuing Annual General Meeting. Your Board of Directors feel that his specialized knowledge and experience will add value to the Company. Therefore, recommended his appointment as an Independent Director for a period (5) consecutive years upto the conclusion of the 44th Annual General Meeting of the Company to be held in the calendar year 2020. vi) The Nomination and Remuneration Committee recommended to the Board to appoint Shri Shiv Shankar Shripal Tiwari as an Additional Director w.e.f. May 28, 2015. The Board appreciated his services in the Company and unanimously resolved to appoint him as an Additional Director in the Company. Pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, he shall hold office up to the date of the ensuing Annual General Meeting. A requisite notice in writing alongwith deposit from a member proposing him to appoint as a Non-Executive Director has been received and his appointment is being placed before the Members in the ensuing Annual General Meeting. Your Board of Directors feels that his experience and versatile knowledge in the business of the Company will be helpful to the Company, therefore, recommends his appointment as Director liable to retire by rotation. There was no other appointment or cessation of Key Managerial Personnel during the financial year. b) Independent Directors: The Companies Act, 2013, provides for the appointment of Independent Directors. Sub Section (10) of Section 149 provides that Independent Directors shall hold office for a term of upto five (5) consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Accordingly, three Independent Directors namely Shri Ghattu Ramanna Narayan, Shri Mukesh Dahyabhai Patel and Shri Vijay Dilbagh Rai were appointed by the shareholders in the last Annual General Meeting. Further, Shri Ghattu Ramanna Narayan has resigned as the Chairman and Director of the Company. Therefore, the Board of Directors have decided to recommend at the Annual General Meeting to appoint Shri Sheo Prasad Singh who meets with the criteria of Independent Director to be appointed as the Independent Director of the Company for a period of five years. None of the Independent Directors will retire at the ensuing Annual General Meeting. c) Retirement by rotation: In terms of Section 152 of the Companies Act, 2013 and the provisions of the Articles of Association of the Company, Shri Avtar Singh (DIN: 00063569), Whole Time Director would retire by rotation at the forthcoming Annual General Meeting. Shri Avtar Singh, being eligible, has offered himself for re-appointment. It may be noted that as per clause 173 (b) of the Articles of Association of the Company, a Whole Time Director immediately on retirement by rotation, shall continue to hold his office of Whole Time Director and such re-appointment as such Director shall not be deemed to constitute a break in his appointment as Whole Time Director, therefore, the Board recommends his appointment. The Board of Directors recommends the appointment/ reappointment of above mentioned Directors. The brief resume and other details relating to the directors, who are to be appointed/re-appointed, as stipulated under Clause 49 (VIII) (E) of the Listing Agreement, are furnished in the Corporate Governance Report forming part of the Annual Report. Other details of all the Directors have been given in the Corporate Governance Report attached to this Report. d) Re-appointments / Approvals for Managing Director and Whole Time Directors: i) The Central Government vide its letter dated May 14, 2015 has approved the re-appointment of Shri Shalil Shashi Kumar Shroff (DIN: 00015621) as the Managing Director for a period of three (3) years w.e.f January 15, 2015 at a remuneration as approved by the shareholders of the Company in their meeting held on September 23, 2014. ii) The shareholders of the Company, on April 8, 2015 by means of special resolution passed through Postal Ballot, have given their approval for (a) increase in remuneration of Shri Avtar Singh, Whole Time Director w.e.f. April 1, 2015 to November 13, 2015 and (b) to fix remuneration for the remaining period of his reappointment i.e. from November 14, 2015 to November 13, 2017. The Company is in the process of making an application to the Central government for its approval in this regard. e) Committees of the Board: The Company's Board has constituted the required Committees prescribed under the Companies Act and the Listing Agreement. The composition of the Audit and Corporate Social Responsibility Committees and Attendance in the meetings (wherever required) have been provided in the Corporate Governance Report forming part of this Annual Report 14. LISTING WITH STOCK EXCHANGES: The Company's shares continue to be listed at the National Stock Exchange of India Limited and BSE Limited. The Annual Listing fee for the financial year 2015-16 has been paid to these Exchanges. 15. ENVIRONMENTAL MANAGEMENT AND POLLUTION CONTROL: In pursuit of ensuring "No Pollution", the pollution control measures remain the top priority in all units of the Company. The requisite measures to adopt environmentally clean and for safe operations are taken. The local management of the factories continuously monitor operational efficiencies, minimize consumption of natural resources and reduce consumption of water. The initiatives to reduce waste and emissions remain the main focus of the Production team. The employees are made to aware about the need to sustain the environment on continuous basis. Environment, Health and Safety (EHS) measures, as always, have been given special emphasis. 16. WELFARE ACTIVITIES AND CORPORATE SOCIAL RESPONSIBILITY : i) Welfare Activities : The Company through SDS Memorial Trust has helped needy students and donated to several charitable Institutions. These activities will be increased with the improvement in the financial position of the Company. The Company continues to organize a 'Blood Donation Camp' in the memory of Late Shri S.D. Shroff on 18th December every year. Around 51 employees donated blood this year. ii) Corporate Social Responsibility : The Board of Directors of the Company has on May 28, 2015 formulated and approved a policy on "Corporate Social Responsibility" in compliance with the provisions of Section 135 of the Companies Act , 2013 and Schedule VII thereunder. The same is posted on the website of the Company under weblink <http://punjabchemicals.com/> companypolicy.html. This policy broadly defines the activities to be undertaken by the Company to contribute to harmonious and suitable development of the local areas near manufacturing sites and society at large. The Committee comprises of Shri Shalil ShashiKumar Shroff, Shri Mukesh Dahyabhai Patel, Capt. Surjit Singh Chopra (Retd.) and Smt. Sindhu Seth. During the year under review, the Company has undertaken certain activities as per the local requirement. As per one of the interpretation on Rule 2 (f) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the amount calculated to spend on CSR activities amounts to Rs. 66,000/-. The Company will spend the said amount in the current fiscal year as per the CSR Policy of the Company. 17. RESEARCH & DEVELOPMENT / QUALITY CONTROL: Despite the shortage of funds, your Company continues to make need based investment in R&D and quality control, to ensure its competitive advantage. The regular R&D activities continue in the laboratories of Agro Chemicals and Pharma Division. The activities are undertaken to improve upon the existing processes, decrease effluent load and to develop new products and by-products. 18. INSURANCE: The Company has taken adequate insurance policies for its assets against the possible risks like fire, flood, public liability, marine, etc. 19. EMPLOYEES AND INDUSTRIAL RELATIONS: The Directors wish to place on record their appreciation for the sincere and devoted efforts of the employees and the Management staff during the difficult period in the Company. The Company maintained healthy, cordial and harmonious industrial relations at all levels through out the year. 20. DEPOSITORY SYSTEM: M/s Alankit Assignments Ltd., Alankit Heights, 1E/13, Jhandewalan Extension, New Delhi, are the Registrar and Share Transfer Agent of the Company for the Physical as well as Demat shares. The members are requested to contact the Registrar directly for any of their requirements. 21. INFORMATION PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013. i) Extract of the Annual Return: The information required under Section 134 (3) (a) of the Companies Act, 2013 (the Act) read together with Section 92 (3) of the Act regarding extract of the Annual Return is appended hereto as Annexure 1 and forms part of this Report. ii) Number of Meetings of the Board: The Board met five (5) times during the Financial Year 201415, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. iii) Directors' responsibility statement: Pursuant to the requirement under sub section 3 (c) of Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts of the Company on a 'going concern' basis; e) the Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. iv) Declaration from Independent Directors: The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. The same has been received upon by the Company and placed before the Board in its meeting held on May 28, 2015. v) Policy on Directors' Appointment and Remuneration: The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its function of governance and management. As on March 31, 2015, the Board consists of 9 Members, 3 of whom are Executive Directors and 3 are Independent Directors. The Board periodically evaluated the need for change in its composition and size. The Nomination and Remuneration Committee has formulated a Nomination and Remuneration Policy under Section 178 (3) of the Companies Act, 2013 which lays down criteria for determining qualifications, positive attributes and independence of a Director and remuneration for the Directors, Key Managerial Personnel and senior management level including the appointment of personnel one level below the Key Managerial Personnel. The same is appended as Annexure2 and can be assessed at the weblink <http://punjabchemicals.com/> companypolicy.html. vi) Auditors' Remarks: a. Statutory Auditors: The Company's Auditors have made the following qualifications in their report on Consolidated Financial Statements for the Financial Year ended March 31, 2015; - STS Chemicals (UK) Limited, 100% subsidiary of the Company has not been considered for the purpose of preparation of the Consolidated Financial Statements. The Board of Directors are of the opinion that the aforesaid subsidiary does not have any operations. Accordingly, the non-inclusion of the same in the Consolidated Financial Statements has no significant impact on the financial position and on the operating results of the Group. There are few remarks given in the Annexure to the Auditors' Report which are self-explanatory. Necessary actions are being taken on those remarks and points wherever required. b. Secretarial Auditor: The Secretarial Audit Report for the financial year 2014-15 is annexed to this Report as Annexure 3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. vii) Particulars of loans, guarantees or investments under section 186: Particulars relating to loans and guarantees or investments under section 186 of the Companies Act, 2013 is provided in the Note 34 to the standalone financial statement. viii) Related Party Transactions: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at weblink <http://punjabchemicals.com/companypolicy>. html. Your Directors draw attention of the Members to Note no. 32 to the standalone financial statements which sets out related party disclosure. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. Form AOC-2 pursuant to clause (h) of sub-section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure 4. ix) Material changes and commitments, if any: No event occurred between the end of the financial year and the date of the Report which has the affect on the Financial Statements. However, One Time Settlement (OTS) with State Bank of India (SBI) may affect the Financial Statements upon fulfillment of conditions. Necessary adjustment in the books of account will be carried out after compliance of all conditions as specified in OTS. x) Particulars regarding conservation of energy, etc.: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure 5 and forms part of this Report. xi) Risk Management: Pursuant to Clause 49 of the Listing Agreement, the Company has constituted a Risk Assessment Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report, forming part of the Board's Report. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company has formulated Risk Management Policy which is posted at the website of the Company under weblink <http://> punjabchemicals.com/companypolicy.html. xii) Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of the directors individually, of the Chairman and of the Board as a whole. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 22. PARTICULARS OF EMPLOYEES: I n terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee of the Company who draws remuneration in excess of the limits set out in the said rules. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 6. 23. WHISTLE BLOWER POLICY: The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company and can be assessed at weblink <http://punjabchemicals.com/companypolicy.html>. No such case has been reported during the year under review. 24. INTERNAL FINANCIAL CONTROLS The Company has built a mechanism to prevent frauds and a robust internal controls with reference to the financial statements. These controls were got tested from an Independent Agency in addition to the Internal Auditor and no material weakness in the design of the system or operations were observed. As a practice, the robust Internal Financial Control environment will be maintained in the Company. 25. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE 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. 26. CEO/CFO CERTIFICATION: In terms of Clause 49 (V) of the Listing Agreement, the Certificate duly signed by Shri Shalil Shashikumar Shroff, Managing Director (CEO) and Shri Vipul Joshi, Chief Financial Officer (CFO) of the Company was placed before the Board of Directors along with the annual financial statements for the year ended on March 31, 2015, at its meeting held on May 28, 2015. The said Certificate is also annexed to the Corporate Governance Report. 27. AUDITORS: At the Annual General Meeting (AGM) held on September 23, 2014, M/s S R B C & Co. LLP., Chartered Accountants, Mumbai, (Membership No.: 49365) were appointed as the Statutory Auditor of the Company to hold office till the conclusion of the AGM to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at the AGM of coming year. Accordingly, the appointment of M/s S R B C & Co. LLP., Chartered Accountants, Mumbai, (Membership No.: 49365), as Statutory Auditors of the Company, is placed for ratification by the Shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Members are requested to consider their appointment on a remuneration to be decided by the Board for the ensuing Financial Year i.e. 2015-16. 28. SECRETARIAL AUDITORS: On the recommendation of the Audit Committee, the Board of Directors of the Company had appointed M/s. P.S. Dua & Associates, Company Secretaries (CP No. 3934) as the Secretarial Auditor of the Company for the financial year 2014-2015, in terms of Section 204 of the Companies Act, 2013 and Rules thereunder. The Board upon recommendation of the Audit Committee has reappointed M/s. P.S. Dua& Associates, Company Secretaries (CP No. 3934), as the Secretarial Auditor of the Company for the financial year 2015-16. 29. COST AUDITORS: The Board of Directors upon recommendation of the Audit Committee appointed Mrs. Pushpa Khanna, Cost Accountant, Chandigarh and M/s Khushwinder Kumar & Co. Cost Accountant, Jalandhar as Cost Auditors of the Company for conducting audit of the cost accounts maintained by the Company for the financial year 2015-16. They have submitted a certificate of eligibility for the appointment. The Audit Committee has nominated Mrs. Pushpa Khanna, Cost Accountant, Chandigarh as the Lead Auditor of the Company. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. Accordingly, consent of the members is sought in the ensuing Annual General Meeting. For the year 2014-15, the due date for filing the Cost Audit Report is September 27, 2015 and the same will be filed in due course. The Cost Audit Report for the year 2013-14 was filed on September 24, 2014. 30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND: Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amount which remained unclaimed and unpaid for a period of seven years from the date it became due for payment, has to be transferred to the Investor Education and Protection Fund (IEPF) by the Company. No claim shall lie against the IEPF or the Company for the amount so transferred prior to March 31, 2014, nor shall any payment to be made in respect of such claims. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amount lying with the Company as on September 23, 2014 (date of last Annual General Meeting) on the Company's website of the Company at weblink <http://> punjabchemicals.com/ unclaimedunpaidamount.html, as also on the Ministry of Corporate Affairs' website. 31. CORPORATE GOVERNANCE: The Company strives to maintain the required standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has complied with the corporate governance code as stipulated under the Listing Agreement with the stock exchanges. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms integral part of this Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance 32. GENERAL: Your Directors state that: a) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. b) There is no change in the nature of business of the Company. 33. ACKNOWLEDGEMENT: The Directors wish to place on record their appreciation for the efficient and loyal services rendered by each and every employee of the Company. The Directors would also like to thank the employee unions, shareholders, fixed deposit holders, customers, dealers, suppliers, bankers, and all other business associates for their faith reposed in the Company even at the difficult times. For and on behalf of the Board of Directors MUKESH D PATEL Vice Chairman DIN : 00009605 SHALIL S SHROFF Managing Director DIN : 00015621 Place: Mumbai Date: May 28, 2015 |