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Training facility with LCD Projector and Laptop Computer On the spot Soil Sample Testing Artificial Insemination Treatment of Animals etc. Demonstration of Jatropha Oil Processing unit Development of village Sacha Khera as a Model Village Door to door survey of the entire village was undertaken and family profile, as per standardized format, of all the families residing in village Sacha Khera have been prepared. The Trust Board has sanctioned an amount of Rs.5.0 lacs (Rupees Five lacs) only for undertaking various developmental activities in the model village. After several meetings with the villagers and the Sarpanch, the developmental activities to be undertaken in the village for making it a model village and their financial outlay, both Fixed and Recurring, have been prepared. Now these are being implemented.Till now, Village Library, Adult Literacy centre, Homeopath Dispensary, Sewerage system have been established and solar lights, water cooler to school, cricket kits to Village Sports Club etc. Have been provided. Various other activities have also been planned.
1. The FTC has been inaugurated on 17.06.05 by Honble Minister of Co-Operative, State Govt. Of Punjab and worthy Chairman and Managing Director of PNB as well as Chairman of PNB FWT. 2. Various demonstration plots have been developed in the FTC complex. 3. Till Dec 06, in 344 training programmes 9855 persons including 2665 women have been trained. 4. Village Badali Ala Singh is being developed as a model village. 5. One NET house has been installed in the FTC in which cultivation of various crops have been undertaken by using only Organic manure. The same is being demonstrated to the trainee farmers. FTC Saifai, District- Etawah, UP 1. The FTC has been inaugurated on 09.08.05 by Honble Chief Minister of Uttar Pradesh and worthy Chairman and Managing Director of PNB as well as Chairman of PNB FWT. 2. Till Dec, 06, in 323 training programmes 7011 persons including 594 women have been trained. 3. Various demonstration plots have been developed in the FTC complex. 4. Village Tikara Bacha is being developed as a model village. FTC Labhandi, District- Raipur, Chhattisgarh The FTC has been inaugurated on 23.03.06. Till Dec 06, in 123 training programmes 2736 persons including 226 women have been trained. FTC Mehraj, district Bathinda in Punjab The construction of the FTC is complete. It is conducting training programmes. Till Dec 06, in 115 training programmes 2602 persons including 116 women have been trained. Ftcs for which Land have been alloted FTC Pilliayarpatti, district Shivaganga in Tamil Nadu, 5.0 acres of land has been purchased. On 25.06.06, the Foundation Stone Laying ceremony of the above FTC was held in presence of Shri P. Chidambaram, Honble Finance Minister, Govt. Of India. Shri S.C.Gupta, CMD, Shri K. Raghuraman, ED and other Senior Executives, Senior Govt. Officials and about 6000 farmers were present. Honble Finance Minister, Govt. Of India lauded the working of PNB and the establishment of FTC. Construction work will be completed shortly. FTC Jhalawar Patan, district Jhalawar in Rajasthan 8.0 acres land has been obtained. Plans are being prepared.
CORPORATE GOVERNANCE
A corporation is a congregation of various stakeholders,namely,customers,employees, investors, vendor partners, government and society. A corporationshould be fair and transparent to its stakeholders in all its transactions. This hasbecome imperative in todays globalized business world where corporations need toaccess global pools of capital, need to attract and retain the best human capital fromvarious parts of the world, need to partner with vendors on mega collaborations andneed to live in harmony with the community. Unless a corporation embraces anddemonstrates ethical conduct, it will not be able to succeed.
"Corporate governance is the system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different participants in the corporation, such as, the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance"
Board of Directors
1. Composition of the Board
The company meets this requirement as is stipulated by the code of corporate governance as the Board of Directors has only one executive director out of seven directors and the Chairman of the Board is a non-executive Director. The composition of the Board is as under : Sh. S.S.Kohli is the Chairman of the Board. He is also the Chairman and Managing Director of Punjab National Bank. He was earlier the Chairman and Managing Director of Punjab and Sind Bank.
Sh. T.S.Narayanasami is the Executive Director of Punjab National Bank. He was earlier General Manager of Union Bank of India. Dr.O.P.Chawla is an educationist. He was earlier Director of National Institute of Bank Management, Pune. Dr. Kamal Gupta is a Chartered Accountant. He was earlier Technical Director of The Institute of Chartered Accountants of India. Sh. S. K. Soni has been appointed as an additional director by the board in its meeting held on 23rd January, 2002. He was earlier Chairman cum Managing Director of Oriental Bank of Commerce. Sh.S.K.Awasthi is General Manager Punjab National Bank. Sh. Arun Kaul, Managing Director has vast experience in the debt market. He was earlier Chief of Investment Division of Punjab National Bank. He has also held position of Managing Director of PNB Asset Management Company ltd. Other information regarding the Board is given below :
Category
Sh. S.S.Kohli Non-Executive Seven Sh. T.S.Narayanasami Non-Executive Five Dr. O.P.Chawla Non-Executive Independent Two Dr. Kamal Gupta Non-Executive Independent Four Sh. S.K. Soni* Non-Executive Independent Sh. S.K.Awasthi Non-Executive One Sh. Arun Kaul, Executive One Managing Director
One Eight -
* Sh. S.K. Soni is appointed as additional director by the board in its meeting held on 23/1/2002. ** only three committees viz. The Audit Committee, the Shareholders Grievance Committee and the Remuneration Committee are considered for this purpose.
2. Meetings and Attendance During the year 2001-2002, ten Board Meetings were held. Attendance record of the Directors in
The meetings is as under : Name of Director Sitting Fees Board Paid during Meeting The year (Rs.) Held on No. Of Board Meetings Attended Attended Last AGM held on August 16, 2001 Yes Yes Yes Yes Not Applicable Yes Yes
Sh. S.S.Kohli Nil Sh. T.S. Narayanasami Nil Dr. O.P.Chawla 30,000 Dr. Kamal Gupta 27,000 Sh. S. K. Soni* 6,000 Sh. S.K.Awasthi Nil Sh. Arun Kaul Nil
11.04.01 Ten 25.04.01 Seven 29.05.01 Ten 22.06.01 Nine 10.07.01 Two 25.10.01 Eight 29.11.01 Ten 19.12.01 23.01.02 15.03.02
* Sh. S.K. Soni is appointed as additional director by the board in its meeting held on 23/1/2002.
The Company Secretary acts as the Secretary to the Committee. 2. Remuneration of Directors Only non-executive independent directors are paid the sitting fees for attending the Board/ Committee meetings within the limits prescribed under the Companies Act, 1956.
Matters of remuneration of executive director are considered by the Board of Directors of the Company, with the interested executive director, not participating/voting. The terms of Remuneration of executive director are approved by the shareholders at the general body meeting.Therefore, no separate remuneration committee has been constituted. The details of remuneration paid to executive director in the financial year 2001-2002 is given in Note 2 of Notes to Accounts.(Schedule 18 of the financial statements.) The remuneration policy of the company is reviewed by the Board periodically.
No sitting fee has been paid for these meetings. The company attends the investors grievances/correspondence expeditiously and usually reply is sent within a period of 10 days of receipt, except in the cases that are constrained by disputes or legal impediments.
Location and time of last three Annual General Meetings are as under : Date and Time August 16, 2001 at 1530 hrs. August 8, 2000 at 1130 hrs. August 13, 1999 at 1330 hrs.
FICCI Auditorium, Federation House, Tansen Marg, New Delhi-110 001 Punjab National Bank, 7 Bhikhaiji Cama Place, New Delhi 110 066 Punjab National Bank, 7 Bhikhaiji Cama Place, New Delhi 110 066
Disclosures
During 2001-02, the Company had no materially significant related party transactions which is considered to have potential conflict with the interests of the company at large. There has not been any non-compliance, penalities or strictures imposed on the Company by the Stock Exchanges, SEBI or any other statutory authority, on any matter relating to the capital markets.
Means of Communication
The company publishes Unaudited quarterly accounts and half-yearly accounts reviewed by auditors and Audited Annual Financial Results in Economic Times/ Business Standard/Financial Express and Navbharat Times, Delhi
The Delhi Stock Exchange Association Ltd. DSE House, 3/1 Asaf Ali Road, New Delhi 110 002 The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor, Plot No. C/1 G- Block, Bandra Kurla Complex Bandra (E), Mumbai 400 051 Annual listing fee of the above mentioned stock exchanges has been paid on time.
ON
CORPORATE
To the Members of PNB Gilts Ltd. We have examined the compliance of conditions of Corporate Governance by PNB Gilts Ltd. For the year ended 31.3.2002 as stipulated in clause 49 of the Listing Agreement of the said company with stock exchange(s). The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit not an expression of opinion on the financial statements of the company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that no investor grievance(s) is pending for a period exceeding one month against the company as per the records maintained by the Shareholders/Investors Grievance Committee. We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.
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