CORPORATE GOVERNANCE REPORT FOR THE YEAR 201.4-15
REPORT REPORT ON CORPORATE GOVERNANCE
1. Company's Philosophy
The Company adheres to the principles of good Corporate Governance and has endeavoured to follow these principles in their true letter and spirit. The Board is always striving to ensure that the management protects the long term interests of all the stake-holders including general public.
2. Board of Directors
The Board of Directors provide the strategic direction and thrust to the operations of the Company. The Board comprises of four non-executive independent Directors. The Director with the help of key executives looks after day-to-day management of the Company subject to overall supervision and control of the Board.
The Company had 4 Board Meeting during 2014-15 and the maximum gap between two meeting did not exceed 120 days. The Board Meetings were held on 30.06.14, 04.09.2014,26.12.2014 and 09.03.2014. Attendance record of the Directors during the period ended 31st March, 2015 is
3. The Company has the following committees of the Board:
a. Audit Committee:
Role of the Audit Committee and its terms of reference include reviewing the financial statements, overseeing the Company's Annual Report process and discussions with Auditors.
The committee presently comprises of Mr. Surendran Nair, Mr. Tribhuvan K. Pandey, and Mr. Jayakumar Chettiar. The Committee met 2 times. Meetings of the Audit Committee were held during 2014-15 on 30.06.2014 and 09.03.2014 as under:
b. Stakeholders Relationship Committee:
As on 31 st March,2015, Stakeholder Committee of the Board comprising of Mr. Surendran Nair, Mr. Tribhuvan K. Pandey, Mr. Jayakumar K. Chettiar.
The Committee is responsible for approval of transmission of Shares, issuance of duplicate share certificates, unattended Complaints of share holders etc. The Committee met at reasonable intervals during the year to approve shares and debenture transfers / attend shareholder's complaints.
During the year under review, no complaints were received by the Company.
c. Nominations And Remuneration Committee:
The Company has a Nominations Committee of Directors comprising Mr. Surendran Nair, Mr. Tribhuvan K. Pandey, Mr. Ramdas Kamat.
The Nominations Committee is responsible for making recommendations regarding the composition of the Board and in this regard shall identify Independent Directors to be inducted to the Board and take steps to refresh the composition of the Board from time to time
4. Remuneration paid or payable to Directors during the period under review:
The Company decided to forgo the remuneration payable for the period in view of the heavy losses incurred during the period.
There have been no materially significant related party transactions, pecuniary transaction or relationships between the Company and its Directors that may have potential conflict with the interest of the Company at large.
7. General Shareholder Information:
1. Annual General Meeting is proposed to be held on 30th September, 2015 at 4.00 P.M. at Excel Glasses Office Compound .Udayanagar, Pathirapally , Allapuzha -688521 (Kerala).
2. The share transfer Books and Register of Members of the Company will remain closed from 28th September, 2015 to 30th September, 2015 (both days inclusive).
3. Registrar & Share transfer agent:
Sharex Dynamics (India) Private Limited Unit -1, Luthra Ind. Premises, Safed Pool, Andheri Kurla Road, Andheri (E), Mumbai -400 072 Tel.Nos.:91 22-28515606/2851 5644 FaxNo.:91 22 -2851 2885 ' Email: email@example.com
4. Share Transfer System:
The Company's shares are traded on stock Exchanges in compulsory demat mode. The Company's Share Transfer Committee is authorized to approve transfer of shares. Share transfers which are received in physical form are processed and share certificates returned within a period of 14 days from the date of receipt, subject to the documents being valid and complete in all respects. The dematerialized shares are transferred directly to the beneficiaries by the depositories.
5. Information Submitted to the Board:
Among others, this includes:
Minutes of meetings of audit committee and other committees,
Information on recruitment and remuneration of senior officers
Materially important Show causes, demands and prosecution notices
Significant labour issues and their solutions thereof
Non-compliance of any regulatory, statutory nature or listing requirements
8. Management Discussion and Analysis
INDUSTRY STRUCTURE AND DEVELOPMENT
India occupies significant position in the world packing industry. During 2011-12, the glass industry is expected to have touched a market of Rs. 4,000 crore. However, despite robust growth of the related industries, the per capita consumption of glass is very low as compared to other developed countries. The glass industry is growing 11% annually and is anticipated to touch a market value of UDS 21.59 billion by 2015. The demand will be driven by liquor, beer, food, beverage and pharmaceutical industries.
Alcohol and beverage industry is expected to sustain 14-15 % CAGR continuously due to change in lifestyles and increased cash flow to the new generation. Food processing, being the thirst area by the Government of India, shall also increase the usage of glass bottles. This will have a positive impact on the Glass Industry including your Company.
The Growth in the industry may result in some players entering in this market or new additions to capacities by existing players. This may result into a competition affecting the bottom-lines of the industry. Increase in input costs like soda ash, petro products etc. is a major concern for industry. Threats are also being continuously faced from unorganized market supplying uncontrolled and unhygienic second hand bottles.
The future prospects for the Glass business continue to be subdued and the margins are expected to continue to be under pressure until the demand supply matches. There is a over capacity in the Industry due to expansion by large players and hence the present trend is expected to continue for a year or so during which the Company is likely to face difficult times.
By Order of the Board of Director
Place : Mumbai
date : 26m August, 2015