REPORT ON CORPORATE GOVERNANCE
(Pursuant to Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
1. Company Philosophy on Corporate Governance
Your Company's philosophy on Corporate Governance is for promoting fairness, transparency, accountability and integrity in conducting the business of the Company to achieve sustained growth and maximum value for all its stakeholders. The rights of the shareholders are honored, their grievances are redressed well in time and important information is shared with them. Your Company recognizes the importance of shareholder democracy and constructive role in the governance of the affairs of the Company. The Company strictly follows principles governing disclosures and obligations as enshrined in the Regulation 4 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Your Company is fully compliant with the Regulatory Guidelines relating to the Corporate Governance of Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and the Companies Act, 2013.The Company has executed an new Listing Agreement with BSE Ltd and the National Stock Exchange of India Ltd thus complying with Regulation 109 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2. Board of Directors
The Board of the Company has an optimum combination of Executive, Non Executive and Independent Directors with one woman director and more than fifty percent of the Board of Directors comprises nonexecutive directors with the strength of more than fifty percent independent directors.
None of the Independent Directors on the Board holds the office of Director in more than 7 (seven) listed Companies. Both the Managing Director and Joint Managing Director are not holding any office as Independent Directors in any other listed company.
(D) Board Meetings
The Agenda along with the background notes and supporting documents are circulated to the Directors well in advance of the date of the Board Meetings.
Four Board Meetings were held during the year on 21st May, 2015, 29th July, 2015, 29th October, 2015 and 20th January, 2016 respectively. All the board meetings have been held within the time gap of 120 days between any two meetings. Separate meeting of the Independent Director was held on 20th January, 2016 and the business as envisaged under Listing Regulations,2015 and the Companies Act, 2013 was transacted. The meeting was held without the presence of management staff of the Company.
COMMITTEES OF THE BOARD
3. Audit Committee
a) Brief description of terms of reference
The terms of reference of the Audit Committee were modified during the year and are in accordance with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. In addition, the Audit Committee reviews the Accounting Policies, interacts with the Statutory Auditor and Internal Auditor and discusses the audit programe with them. The Committee acts as a link between the Management, Auditors and Board of Directors of the Company and has full access to financial information.
Recommendations of the Audit Committee, if any, are considered and implemented by the Board from time to time.
(b) Composition, Name of Members and Chairman
Audit Committee consists of four Directors Viz:
1. Mr. Dhirajlal S. Shah, (Chartered Accountant)- Chairman and Independent Director
2. Mr. Dharmen B. Shah (Chartered Accountant) -Independent Director
3. Mrs. Bhavi Jatin Koradia (Chartered Accountant)- Independent Director
4. Mr. Jayesh M. Gandhi (B. Com and MBA)- Non Executive Director
All the members of the Committee are Non-Executive Directors and two thirds of them are independent directors. The Chairman of the Audit Committee remained present at the previous Annual General Meeting. All the members of the Audit Committee are professionals and financially literate within the meaning of Clause 49 of the Listing Agreement with the Stock Exchanges and Regulation 18 (1) (c) of the Listing Regulations,2015.
4. Nomination and Remuneration Committee
(a) Brief description of Terms of Reference
Apart from determining the Company's Policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment and to fix the remuneration payable to executive directors, the terms of reference are in accordance with the provisions of the Part D of the Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013 and rules framed there under.
(b) Composition, Name of Members and Chairman
Nomination and Remuneration Committee comprises of:-
Mr. Dharmen B. Shah - Chairman and Independent Director Mr. Kavas N. Warden - Independent Directors Mrs. Bhavi Jatin Koradia - Independent Director
(c) Meetings and Attendance during the year
No meeting was held of Nomination and Remuneration Committee during the year.
(d) Remuneration Policy
The Nomination and Remuneration Policy for Working Directors is reviewed periodically to ensure that the same is in line with the peer companies. The payment of remuneration is duly approved by the Remuneration Committee, the Board of Directors and the Shareholders.
5. Details of Remuneration paid to the Directors for the year ended 31st March, 2016.
(a) Managing Director and Joint Managing Director
The Agreements with the Managing Director and the Joint Managing Director are for a period of Five Years each commencing from 1st January, 2013.
(a) Either party to the agreement is entitled to terminate by giving the other party a notice of 3 months.
(b) The Managing Director and the Joint Managing Director are entitled to compensation for loss of office in accordance with and subject to restrictions laid down under section 202(2) the Companies Act, 2013.
(c) Presently, the Company does not have a scheme for grant of stock options either to the Managing Director or to the Joint. Managing Director.
(d) The Managing Director and Jt. Managing Director are entitled to commission within the overall limit prescribed under sections 197 of the Companies Act, 2013.
(e) The Non-Executive Directors are not entitled to any remuneration except payment of sitting fees for attending the meetings of Board of Directors and Committees thereof. During the year 2015-16, the Company has paid total sitting fee of ?. 3, 75,000/- to non-executive directors as under:
Mr. Dhirajlal S. Shah ?. 65,000/-
Mr. Kavas N. Warden ?. 65,000/-
Mr. Jayesh M. Gandhi ?. 85,000/-
Mr. Dharmen B. Shah ?. 80,000/-
Mrs. Bhavi Jatin Koradia ?.80, 000/
6. Stakeholders Relationship Committee
(a) Composition, Name of Members, Chairperson & Attendance during the year:
Stakeholders Relationship Committee comprises of:
Mr. Dhirajlal S. Shah- Chairman and Independent Director. Mr. Bhupatrai G. Gandhi - Executive Director Mr. Kavas N. Warden - Independent Director
The Company promptly redresses the complaint of the shareholders. Even it sends an advance intimation to encash unclaimed to the shareholders who not claimed their dividend. Stakeholders Relationship Committee met once during the year on 20th January, 2016. All the members of the Committee attended the meeting. The Company Secretary is the secretary of the said Committee meeting. The Minutes of the Stakeholders' Relationship Committee Meeting were noted at the Board Meeting.
(b) Name & Designation of Compliance Officer:
Company Secretary is designated as Compliance Officer of the Company
7. Corporate Social Responsibility Committee (CSR Committee)
The terms of the reference of the CSR Committee are in accordance with Section 135 of the Act, 2013. The Committee comprises of
1. Mr. Manhar G. Gandhi - Chairman and Managing Director
2. Mr. Jayesh M. Gandhi - Non-Executive Director
3. Mr. Dhirajlal S. Shah- Independent Director
The Committee met once during the year as on 21st May, 2015 and framed the Policy and recommended the Board the amount to be spent for the year 2015-2016.
The terms of the Committee includes the matters specified in the Section 135 of the Act, Schedule VII to the Act and rules framed there under.
Based on the recommendation of the Committee the Board of Directors has approved the Corporate Social Responsibility and the same is available on the website of the Company i.e. www.gandhitubes.com under "Investor Relation" column.
A summary of Corporate Social Responsibility activities carried out by the Company during the year under review and details thereof are given in the "Annexure C" to the Board's Report. The Company Secretary is the secretary of the committee.
9. Means of Communication:
(a) Quarterly/Half-yearly and Yearly Financial Results
The quarterly/half-yearly and annual results of the Company are published in the newspapers and posted on the website of the Company at www.gandhitubes.com The quarterly and annual results along with the Segmental Report are generally published in The Free Press Journal and Navshakti. The Company's financial results are sent in time to Stock Exchanges so that they may be posted on the Stock Exchanges' website.
(b) Newspaper where in results are published
The Company usually publishes its financial results in following newspaper
1. The Free Press Journal
(c ) Company's Corporate Website
The Company's website is a comprehensive reference on Gandhi Special Tubes' management, products, investor relations, Clients, etc. The section on "Investors' relations" serves to inform the shareholders, by giving complete financial details, corporate governance, Composition of Board, contact information relating to our registrar and transfer agents, etc
d) Release of official news
The Company intimates to the Stock Exchange any official news and places on its websites also.
(e) Presentation to Institutional Investors or to analysts
There is no official news release displayed on the website. The Company has not made any presentation to institutional investors or equity analyst.
10. General Shareholders Information
(a) Annual General Meeting
The 31st Annual General Meeting of the shareholders will be held on Thursday the 28th July, 2016 at 11.00 a.m.
Kanji Khetsey Sabhagriha, Bharatiya Vidya Bhavan, K. M. Munshi Marg, Mumbai- 400007.
Date of Book Closure: -Wednesday, the 27th July, 2016 and Thursday the 28th July, 2016 (both days inclusive).
(b) Financial Calendar
For the year ending 31st March, 2017 the Financial Results will be announced on:
First Quarter : End of July, 2016
Half year : End of October, 2016
Third Quarter : End of January, 2017
Yearly : End of May, 2017
(c) Dividend Payment Date: Interim Dividend for the Financial Year 2015-16 already paid on 10 February, 2016. Final dividend is not recommended by the Board.
(d) Listing on Stock Exchange
1. BSE Ltd Phiroze Jeejeeboy Towers, Dalala Street, Mumbai-400001
2. National Stock Exchange of India Ltd. Exchange Plaza, Plot no C/1 , G block, Bandra Kurla complex, Bandra (E) Mumbai-400 051.
(e) SCRIP CODE : BSE - 513108 SCRIP ID : NSE - GANDHI TUBE
(f) ISIN NO. : INE524B01027
(i) In case the securities are suspended from trading,director's report shall explain reason
(j) Name and Address of the Registrar and Share Transfer Agent : KARVY COMPUTERSHARE PVT LTD.
6-Floor, Karvy Selenium Tower-B,Plot No. 31 & 32,Financial Dist,Gachibowli,Nanakramguda, Seri Lingampally,Hyderabad - 500 032, Telangana State India. Tel : +91-040 6716 1585 Fax : +91-040 2300 1153
24 B, Rajabahadur Mansion, Ground Floor, Amabalal Doshi Marg, Fort, Mumbai - 400 023
Tel No: +91-022- 3292 0444 Fax No: +91-022-56331135
(k) Share Transfer System
Karvy Computershare Pvt Ltd., processes transfer of shares held in physical form. The powers for approval of share transfers are delegated as under
Up to 2500 Shares 2500 to 5000 Shares above 5000 Shares Karvy Computershare Pvt Ltd., Company Secretary Managing Director.
As per regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 If the relevant documents are complete and in order in all respects, the transfer of shares is effected within 12 days and certificates are dispatched to the transferees within 15 days from the date of receipt.
The requests for dematerialization of shares are processed by the Registrar and Share Transfer Agents and if all the documents are found to be in order, the same are approved by them within a period of 15 days
(n) The Company has not issued any GDR's/ ADR's, Warrants or any other convertible instruments.
(o) Commodity Price risk/Foreign exchange risk and hedging activities:Not Applicable
(p) Plant Location:Halol (Gujarat), Windmills at Bhogat, Navadara & Kutch (Gujarat), Sangli(Maharashtra)
(q) Address for Correspondence:
Shri K. S. Reddy/ Shri. B V Kishore
Karvy Computershare Pvt. Limited
6-Floor ,Karvy Selenium Tower-B, Plot No. 31 & 32,Financial Dist,Gachibowli, Nanakramguda, Seri Lingampally, Hyderabad - 500 032, Telangana State India. Tel : +91-040 6716 1585 Fax : +91-040-2300 1153 Email: firstname.lastname@example.org URL: www.karvy.com
SEBI toll-free helpline service for investors: 9.30 a.m. to 5.30 p.m.)
Ms Priyanka M. Borkar, Company Secretary
Gandhi Special Tubes Ltd.
201-204 Plaza, 2nd Floor 55 Hughes Road, Next to Dharam Palace Mumbai - 400 007 Tel: +91-022-23634179 Fax: +91-022-23634392 Email:email@example.com firstname.lastname@example.org URL: www.gandhitubes.com 22 7575/1800 266 7575 (available on all days from
11. Other Disclosures
(a) Related Party Transactions
During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no other related party transactions with the promoters, directors and management that had a potential conflict with the interest of the Company at large.
All the transactions with related parties are periodically placed before the Audit Committee and pre-approval is also obtained wherever required. In fact the price charged to the related party is the same what is charged to third party wherever comparison is possible and otherwise the transactions are at Arm's length and in the ordinary course of business. The Register of Contracts detailing transactions in which Directors are interested is placed before the Board at every meeting for its approval. Transactions with related parties, as per requirements of Accounting Standard 18, are disclosed in Note No. 34 to the Accounts in the Annual Report and they are not in conflict with the interest of the Company at large.
(b) Compliances by the Company
There have been no instances of non-compliance on any matter with the rules and regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority relating to the capital market during the last three years.
(c) Whistle Blower Policy:
The Company has adopted Whistle Blower Policy (vigil mechanism) and employees are encouraged to report any contravention or suggestion for improved working of the Company.
(d) Compliance with Mandatory and Non-Mandatory Items
The Company has complied with the mandatory requirements regarding the Board of Directors, Audit Committee and other Board committees and other disclosures as required under the provisions of the Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The status of compliance in respect of non-mandatory requirements of Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as follows:
a) The Board
Maintenance of the Non-Executive Chairman's Office: Presently not applicable as the Chairman of the Company is a Managing Director.
b) Shareholder Right
As the quarterly and half yearly financial results along with significant events are published in the news papers and are also posted on the Company's website. In view of new portal viz. Corporate Filing and Dissemination System (CFDS) put in place jointly by BSE and NSE at the <http://www.corpfiling.co.in>
c) Audit Qualification
There have been no qualifications by the Auditors in their report on the Accounts of the Company. The Company shall endeavor to continue to have unqualified financial statements.
d) Separate posts of Chairman and CEO-The Articles No. 143 of the Articles of Association permits the Managing Director to hold the office of the Chairman.
e) Reporting of Internal Auditor Partner of the firm of Internal Auditor attends the meetings of the audit committee regularly and directly inter-acts with the audit committee.
(e) Web link where policy for determining material subsidiaries is disclosed
(f) Web link where policy on dealing of with related party transactions:
The weblink for policy dealing with related party transactions is at www. gandhitubes.com
(g) Disclosure of commodity price risks and commodity hedging activities
12. Non Compliance of any requirement of corporate governance report of sub-paras (2) to (10) above
The Company has complied with all mandatory items of the clause 49 of the Listing agreement as applicable till 30th November, 2015 and Listing Regulations from 1st December, 2015 onwards. The Company has executed an new Listing Agreement with BSE Ltd and the National Stock Exchange of India Ltd thus complying with Regulation 109 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
13. Adoption of Discretionary requirements as specified in part E of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company complied with all the discretionary requirements as specified in part E of Schedule II of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
14. As per point 13 of Part C of Schedule V to the Listing Regulations, the Company has made disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 on the website of the Company - www.gandhitubes.com
15. CEO / CFO Certifications
The Chairman and Managing Director and the Chief Financial Officer of the Company have given annual Certification on Financial Statements and the cash flow statement and internal controls for financial reporting to the Board in terms of clause Regulation 17(8) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The Chairman and Managing Director and the Chief Financial Officer also gives the quarterly certification on financial results while placing the financial results before the board in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.These certificates have been placed before the board meetings from time to time.
16. Declaration by the Managing Director to the Compliance of Code of Conduct in pursuance to Part D of Schedule of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
It is hereby declared that all the Board Members and Senior Management Personnel of the Company have affirmed to the Board of Directors, their compliance with the Code of Conduct of the Company pursuant to Part D of Schedule of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.
For and on behalf of the Board of Directors
Manhar G. Gandhi
Chairman & Managing Director