III. Corporate Governance Report For The Period Ended 30th
September, 2008
1.
Company’s Philosophy on Corporate
Governance
While the regulatory environment in the country has done well to have relevant structures, code
and practices in place for ensuring better standards of
corporate governance, we, at Pioneer, believe that
compliance of the same should be both in letter and in
spirit. Even before the framework was in place, your
Company has always imbibed the spirit of good governance
in its corporate philosophy and has created an enabling
environment for nurturing good management practices.
Apart from efficiency and competitiveness, other traits
like transparency, accountability and ethical values
have come to dominate our corporate culture.
The Board of Directors at Pioneer is
committed to ensure that the affairs of your Company are
governed in the best interests of the shareholders, and
that all endeavors would be made to maintain
transparency and fairness in all facets of its
operations. Emphasis is on maintaining integrity of
internal control systems and accountability and
compliance with all statutory/ regulatory requirements.
Your Company is also conscious of its responsibility as
a good Corporate Citizen, and assures that its'
operations would be guided by ethics and social values.
Moreover, efforts are made to have such values
well-defined and explicit, and have them filter down
from the top brass to the lower levels of the organisation. We acknowledge the fact that quality of
governance is a critical success factor for brand
building, resource mobilisation, market penetration and
overall business competitiveness.
In accordance with clause 49 of the
Listing Agreement with the domestic stock exchanges and
best practices followed internationally on Corporate
Governance, the details of compliance by the Company are
as under:
2.
Board of Directors
The Board of the Company comprises six
Directors, out of which two are Executive Directors,
three are Independent Non-Executive Directors and one is
Non-Executive Director. The Non-Executive Directors of
the Company are highly experienced professionals in
their fields and in the corporate world. The Board is
headed by Executive Chairman.
The Composition of Directors on the Board
of the Company is as under:
|
Category |
No. of Directors
|
|
|
2 |
|
Non-Executive Independent Directors |
3 |
|
Non- Executive Director (Nominee of
EXIM Bank) |
1 |
|
Total |
6 |
The Category of Directors on the Board of
the Company is as under:
|
Name of the Director |
Category |
No. of other Directorships@
|
No. of Board Committee in which
Director is@@ |
|
Member |
Chairman |
|
|
Executive Chairman & Promoter |
4 |
Nil |
1 |
|
Mr. Harsh Vardhan Bassi |
Executive Director |
3 |
1 |
Nil |
|
Mr. Mahendra Sekhani*
|
Independent Non-Executive Director |
3 |
Nil |
Nil |
|
|
Non-Executive Independent Director |
Nil |
Nil |
Nil |
|
Mr. Babulal Choraria*** |
Non-Executive Independent Director |
Nil |
Nil |
Nil |
|
Mr. Rajeev Jagdeesh Puri |
Independent Non-Executive Director |
1 |
1 |
Nil |
|
Mr. Varad Khanna**** |
Independent Non-Executive Director |
1 |
1 |
1 |
|
Mr. Varun Kathuria ***** |
Independent Non-Executive Director |
Nil |
1 |
Nil |
|
Mr. Samuel Joseph Jebaraj****** |
Independent Non-Executive Director |
1 |
Nil |
Nil |
* Resigned w.e.f. 8th
September, 2008
** Resigned w. e. f. 7th
July, 2008
*** Resigned w. e. f. 11th
October, 2007
**** Appointed w. e. f. 7th
July, 2008
***** Appointed w. e. f. 8th
September, 2008
****** Appointed w. e. f. 8th
September, 2008 (Nominee of EXIM Bank)
@ Does not include Directorships in
Private Companies
@@ As per Clause 49 of the Listing
Agreement, only Membership in Audit Committee /
Shareholders Grievance Committee is taken into
consideration.
None of the Directors of the Company
holds membership of more than 10 Board Committees or
holds Chairmanships of more than 5 Board Committees
Attendance of Directors at Board Meetings
and at the last Annual General Meeting.
The Board of the Company met sixteen
times during the period ended September 30, 2008 on the
following dates:
28-4-2007, 30-07-2007,13-08-2007,
30-08-2007, 20-09-2007, 11-10-2007, 30-10-2007,
12-11-2007, 14-12-2007, 29-01-2008, 26-03-2008,
29-04-2008, 07-07-2008, 28-07-2008, 04-08-2008 and
08-09-2008.
The Board discussed the operating plans,
performance of various units and various other
information, including those specified under Annexure I
to Clause 49 of the Listing Agreement, from time to
time.
|
Name of the Director |
Board Meetings held during the tenure
of the Director |
Board Meeting Attended |
Attendance at the last AGM held on
September 29, 2007 |
|
|
16 |
16 |
Present |
|
Mr. Harsh Vardhan Bassi |
16 |
16 |
Present |
|
Mr. Ajay Kumar Agrawal*
|
1 |
1 |
Absent |
|
Mr. Dev Raj Mehta** |
12 |
9 |
Present |
|
Mr. Babulal Choraria*** |
5 |
0 |
Absent |
|
Mr. Rajeev Jagdeesh Puri |
16 |
5 |
Present |
|
Mr. Mahendra Sekhani**** |
12 |
10 |
Present |
|
Mr. Varad Khanna*****
|
3 |
1 |
N.A. |
|
Mr. Varun Kathuria****** |
0 |
0 |
N.A. |
|
Mr. Samuel Joseph Jebaraj*******
|
0 |
0 |
N.A. |
* Resigned w. e. f. 30-07-2007
** Resigned w. e. f. 07-07-2008
*** Resigned w.e.f. 11-10-2007
**** Resigned w. e. f. 08-09-2008
*****Appointed w. e. f. 07-07-2008
****** Appointed w. e. f. 08-09-2008
******* Appointed w. e. f. 08-09-2008
Director seeking reappointment
A brief resume of Directors
appointed/re-appointed at the Annual General Meeting,
the nature of their expertise in specific functional
areas, and the names of the companies in which they hold
directorship and membership of the Committees of the
Board are furnished hereunder:
i)
Mr. Varad Khanna
41 aged years, is also a Member of The Institute of
Chartered Accountants of India. Shri Khanna has over 12
years of experience in the field of Accounts, Audit and
providing management consultancy. He is a Proprietor of
Renowned firm of Chartered Accountants M/s. Varad Khanna
& Company and also Director in various reputed
Companies. He is also having vast experience in
Financial Services and providing services to
Hotels/Clubs.
ii)
Mr. Varun Kathuria
aged 42 years, is also a Member of The Institute of
Chartered Accountants of India. Shri Kathuria has over
12 years of experience in the field of Accounts, Audit
and providing consultancy services in Finance. He is a
Director in many reputed Companies. He is also having
vast experience in Companies of Textiles, Real Estate
and Heavy Engineering.
3.
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.
1.
Oversee the Company's financial reporting
process.
2.
Oversee the Company's disclosures of
financial information.
3.
Recommend appointment / removal of
statutory auditors and fixation of their fees.
4.
Review of the quarterly/half yearly
financial results and annual financial statements with
the management, internal auditor and the statutory
auditor.
5.
Consideration of the reports of the
internal auditors and discussion about their findings
with the management and suggesting corrective actions
wherever necessary.
6.
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.
7.
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.
8.
Look into the reasons for any substantial
defaults in payment to the depositors, debentureholders,
shareholders (in case of non-payment of declared
dividend) and creditors, if any.
9.
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.
10.
Authority to investigate into any matter
covered by Section 292A of the Companies Act, 1956.
11.
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 September 30,
2008, seven Meetings of the Audit Committee were held on
28-04-2007, 30-07-2007, 30-08-2007, 30-10-2007,
29-01-2008, 29-04-2008 and 28-07-2008.
|
Name of the Director |
Designation |
Status |
Committee
Meetings held during the tenure
of Director
on the Committee
|
Committee Meetings Attended |
|
Mr. Babulal Choraria* |
Chairman |
Non-Executive Independent Director |
3 |
Absent |
|
Mr. Dev Raj Mehta** |
Member |
Non-Executive Independent Director |
6 |
6 |
|
Mr. Rajeev Jagdeesh Puri |
Member |
Non-Executive Independent Director |
7 |
4 |
|
Mr. Mahendra Sekhani*** |
Member |
Non-Executive Independent
Director |
5 |
5 |
|
Mr. Varad Khanna**** |
Chairman |
Non-Executive Independent
Director |
1 |
1 |
|
Mr. Varun Kathuria***** |
Member |
Non-Executive Independent
Director |
0 |
N. A. |
*Resigned w. e. f. 11-10-2007
**Resigned w. e. f. 07-07-2008 ***Resigned w.
e. f. 08-09-2008
****Appointed w. e. f.
07-07-2008 *****Appointed w. e. f.
08-09-2008
