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Board
of Directors
| Committees
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Code of Conduct|
Structure
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Pioneer's leaders bring decades of diverse experience and a history of success to form what is called "One of the largest Embroidery Manufacturers in Asia".
Combining business acumen with technical savvy, these executives guide talented employees to create innovative products
and solutions for customers around the world.
Click here for INVESTOR
PRESENTATION
1.Board
of Directors :
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2. Committees:
AUDIT COMMITTEE
Brief description of Terms of Reference
The following terms of reference stipulated by the Board of Directors to the Audit Committee covers all the matters specified under the Listing Agreement as well as the provisions of Section 292A of the Companies Act, 1956.
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Oversee the company's financial reporting process
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Oversee the company's disclosures of financial information
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Recommend appointment / removal of statutory auditors and
fixation of their fees
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Review of the quarterly/half yearly financial results and annual financial statements with the management, internal auditor and the statutory
auditor
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Consideration of the reports of the internal auditors and discussion about their findings with the management and suggesting corrective actions wherever necessary
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Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems
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Review major accounting policies and compliance with accounting standards and listing agreement entered into with the stock exchange and other legal requirements concerning financial statements
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Look into the reasons for any substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividend) and creditors, if any
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Review of any related party transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives that may have potential conflict with the interests of the company at large
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Authority to investigate into any matter covered by Section 292A of the Companies Act, 1956;
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Reviewing the company’s financial and risk management policies.
Composition, Name of Members and Chairman and the attendance details are as under:
During the period ended March 31, 2010, Two Meetings of the Audit Committee were held on 30-11-2009, and 28-01-2010.
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Name of the Director
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Designation
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Status
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Committee
Meetings held during the tenure
of Director
on the Committee
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Committee Meetings Attended
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Mr. Anand Kumar Jain |
Member |
Non-Executive
Independent Director |
2 |
2 |
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Mr. Samuel Joseph Jebaraj |
Member |
Non-Executive
Independent Director |
2 |
2 |
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Mr. Harsh Vardhan Bassi |
Member |
Executive
Director |
2 |
2 |
REMUNERATION COMMITTEE
Brief description of terms of reference:
The Committee comprises of two Independent Non-Executive Directors and one Non-Executive Director. The terms of reference of the Committee is to deal with the matters related to remuneration by way of salary, perquisites, benefits, etc. for the Executive Directors of the Company.
The Committee comprises of following Members:
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Name of
the Director
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Designation
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Status
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Mr. Anand Kumar Jain |
Chairman |
Non-Executive Independent Director |
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Mr.
Samuel Joaseph Jebaraj |
Director |
Non-Executive Independent Director |
The Committee is authorised, inter alia,.
During the period ended March 31, 2010 no meeting of the Remuneration Committee was held.
The remuneration of the employees consists of fixed pay i.e. Basic pay, Allowances, perquisites etc., which is related to Industry pattern, qualification, experience and responsibilities handled by the employee etc. The objectives of the remuneration policy are to motivate employees and recognize their contribution, reward merit and to attract and retain talent in the organization.
SHAREHOLDER’S GRIEVANCE COMMITTEE
The Board functions of Shareholder’s Grievance Committee includes redressal of investor’s complaints like share transfers, non-receipt of Annual Reports, dividend payment, issue of duplicate share certificates, transfer and transmission of shares and other allied transactions. Its scope also includes delegating the powers to the executives of Company / Share Transfer Agents to process share transfer etc.
The composition of Shareholder’s Grievance Committee is as
under:
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Name of the Director
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Designation
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Status
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Mr. Raj
Kumar Sekhani |
Chairman |
Executive
Chairman |
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Mr.
Harsh Vardhan Bassi |
Member |
Executive
Director |
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Mr. Anand
Kumar Jain |
Member |
Non-Executive
Independent Director |
The Company has appointed Link Intime India Pvt. Ltd., Mumbai, as its Registrar & Share Transfer Agents to expedite the process of share transfers. The share transfers lodged are being processed and Memorandum of Transfers is generated on a fortnightly basis.
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3. Code of Conduct
Introduction:
Pioneer Group is committed to conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. Honesty, Integrity and sound judgment of the Senior Officers is fundamental for the success and reputation of Pioneer Group. The professional and Ethical conduct of the Senior Officers is essential to the proper functioning of the Company. Pursuant to amendment in Clause 49 of the Listing Agreement (Ref. SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated 29.10.2004) the Board is required to lay down CODE OF CONDUCT for Board Members & Senior Management of the Company.
Applicability:
The Code shall be applicable to all the Directors and Senior Management of the Company. For the purpose of this Code, ‘Senior Management’ shall mean Personnel of the Company who are Members of its core Management Team excluding Board of Directors. Normally, this would comprise all Members of Management one level below the Executive Directors, including all Functional Heads. Each Director, Senior Management Personnel is expected to comply with the letter and spirit of this Code. This code is intended to provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and to help foster culture of honesty and accountability.
Code:
The Board of Directors (the “Board”) and the Senior Management of PIONEER EMBROIDERIES LIMITED (“Pioneer”) subscribe to the following Code of Conduct adopted by the Board. They shall:
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Exercise their powers in good faith, honestly and in the interest of the
Company;
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Use due care and diligence in performing their duties of Office and in exercising their powers attached to that
Office;
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Protect Company’s assets and property and ensure that the Company’s assets are used efficiently and only for legitimate business purposes;
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Not make improper use of information nor take improper advantage of their position;
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Ensure the Confidentiality of information they receive whilst being in their Office and only disclose it if authorised by the Company or the person from whom the information is provided, or as required by
law;
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Not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company, not in Public Domain and therefore constituting Insider Information (Price Sensitive Information);
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Not make secret profits in derogation of his fiduciary position towards the Company and if such profits are made, they must be accounted for and made over to the Company;
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Ensure that the powers vested in them under the Articles of Association of the Company, by the Company in General Meeting or by a Board Resolution must be exercised for the proper purpose and to the extent permissible;
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Avoid direct or indirect personal involvement in any transaction of the Company;
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Ensure that where there is conflict between the interest of the Member and that of the Company, they shall put the interest of the Company first;
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Not participate in and vote on any discussion in Board Meetings on any resolution or a matter relating to his own affairs or to the affairs of another company in which he is a Director or a Shareholder or relating to a Firm in which he is a Partner or relating to his own Proprietary business;
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Not enter into a Contract, the benefits whereunder would otherwise have accrued to the Company;
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Disclose his interest in the other Companies / Firms on yearly basis and of changes whenever such changes occurs;
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Disclose their Shareholding in the Company and the change in the Shareholding on quarterly basis;
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Ensure the proper compliances of all the Statutory compliances, Rules and Regulations governing the Company;
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Make full, fair, accurate, timely and understandable disclosure in Reports and documents that the Company files with, or submits or makes periodically to the Shareholders, Government Authorities and to the Public;
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Devote his attention and abilities to the business of the Company and shall obey the orders, from time to time, of the Board and in all respects conform to and comply with the directions and regulations made by the Board, and shall faithfully serve the Company and use his utmost endeavors to promote the interests of the Company;
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Not become interested in or otherwise concerned directly or through his relatives in any selling agency of the Company without obtaining the prior approval of the concerned authorities;
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Promote prompt reporting of violation of the Code to the Board of Directors or any person / committee designated for this purpose, as may be necessary;
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Promote Ethical and Honest behavior within the Company and its Subsidiaries.
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4. Capital Structure
CAPITAL STRUCTURE OF COMPANY:
Authorised Share Capital:
Rs. 25,00,00,000 divided into 25,000,000 Equity Shares of Rs. 10/- each
Issued Share Capital:
Rs. 12,20,82,150 divided into 12,208,215 Equity Shares of Rs. 10/-each
Subscribed Share Capital:
Rs. 12,20,82,150 divided into 12,208,215 Equity Shares of Rs. 10/-each
Paid-up Share Capital:
Rs. 12,20,82,150 divided into 12,208,215 Equity Shares of Rs. 10/-each
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