PDIL

Corporate Governance

Company’s Philosophy on Corporate Governance

The philosophy of the Company in relation to Corporate Governance is to ensure transparency, disclosures and reporting that conforms fully with laws, regulations, guidelines and to promote ethical conduct throughout the organization with the primary objective of enhancing shareholders value. The company is committed to conforming to the highest standards of Corporate Governance in the country.

Board of Directors

Composition of Board: The Board of PDIL comprises three Directors out of which one is functional Director i.e. Chairman & Managing Director and two Govt. nominees of the Administrative Ministry i.e Dept. of Fertilizers, Government of India. One post of Functional Director i.e Director (Finance) has remained vacant since October 2014.

During the financial year 2015-16, the following Directors were on the Board of PDIL:

Whole time Directors

Sh. S. Venkateswar - Chairman & Managing Director

Non-Executive Directors

Sh. D.P.Srivastava - Director (E&S), DOF

Sh. Piyush Srivastava - Economic Advisor, DOF (w.e.f 19.08.2015)

It is understood that Administrative Ministry has taken up the matter regarding appointment Functional Director and Independent Directors in PDIL.

Number of Board meeting/Attendance of each Director at Board Meeting and the last AGM held during the year 2015-16.

Number of Board meeting:

Date of Meeting Place of Meeting Directors present
18th May, 2015 Noida 2
16th July,2015 Noida 2
24th September, 2015 Noida 2
10th December, 2015 Noida 3
18th January,2016 Noida 2

Attendance of each Director in Board Meeting:

Sl. No. Name of Directors No. of Board Meetings attended Attendance at last AGM held on 24th September ,2015 No. of other Directorship in other Co. as on 31.3.2016
1 Sh.S. Venkateswar 5 Yes 2*
2 Sh. D.P.Srivastava 4 No 1**
3 Sh.Piyush Srivastava 2 Yes 1***

*Fertiliser Association of India(FAI).

* Brahmaputra Valley Fertilizer Corporation Ltd(BVFCL)

**Fertiliser Corporation of India Ltd.

*** Madras Fertilizer Ltd(MFL)

Last Annual General Meeting held during last three years:

Sl. No. Year Location Date & Time Whether any Special resolution passed
1 2012-13 Noida 07.08.2013 at 12.30 P.M. No
2 2013-14 Noida 07.08.2014 at 12.15 P.M No
3 2014-15 Noida 24.09.2015 at 12.015 P.M No

Audit Committee:

Audit committee has been constituted in the 217th Board meeting held on 20.10.2011 and further, the Committee was reconstituted in its 229th Board Meeting held on 19.06.2014.

Further, on superannuation of the Chairman of the Committee,Mr S. Anandan, Govt.Director w.e.f 31.01.2015, Mr D.P.Srivastava has been nominated as Chairman of the Audit Committee from 12.03.2015 to 16.07.2015 and Sh.Piyush Srivastava,Govt.Director has been nominated w.e.f 24.09.2015 and the committee reconstituted, by passing resolution through circulation on 27.01.2016, as under:

Sh.Piyush Srivastava, Govt.Director - Chairman

Sh.D.P.Srivastava, Govt.Director - Member

Sh.S.Venkateswar, C&MD - Member

Number of Audit Committee meeting/Attendance of each Director at Audit Committee Meeting held during the year 2014-15.

Number of Board meeting:

Date of Meeting Place of Meeting Directors present
18th May, 2015 Noida 2
16th July,2015 Noida 2
24th September, 2015 Noida 2
10th December, 2015 Noida 3

Attendance of each Director in Board Meeting:

Sl. No. Name of Directors No. of Board Meetings attended
1 Sh.S. Venkateswar 4
2 Sh. D.P.Srivastava 3
3 Sh.Piyush Srivastava 2

Remuneration Committee

Remuneration committee has been constituted in the 217th Board meeting held on 20.10.11 and further reconstituted in its 222nd meeting held on 29.11.2012.

Share holders/Investors Grievance Committee

Projects & Development India Limited is a Government Company and the entire share capital is held by President of India and his nominees. Hence, no such committee is required to be constituted.

Disclosures

The related party transaction that may have potential conflict with interest of the Company at large has been duly informed to the Board during the year. Disclosure is also taken as part of Code of Conduct. There have been no instances of non-compliance by Company to any matter related to capital market since, PDIL is an unlisted Company and any matter related to any guidelines issued by Government during the last three years.

Means of communication

Annual Financial performance is posted in the Company’s website: www.pdilin.com

General shareholders information

The entire paid up share capital of the company is held in the name of president of India and his nominees. AGM details are furnished above. The Company shares are not listed in any stock exchange.