23 Apr 2017 | Livemint.com

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Ganesh Benzoplast Ltd.

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  • BSE Code: 500153
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  • NSE Code: GANESHBENZ
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Ganesh Benzoplast Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

(As required under Clause 49 of the Listing Agreements entered into with Stock Exchange)

Your Company has complied in all material respects with the requirements of the Corporate Governance Code as per Clause 49 of the Listing Agreement with the Stock Exchange. A report on the implementation of the Corporate Governance Code of the Listing Agreement by the Company is given below:

1. Company's philosophy on Corporate Governance

The Company's philosophy on Corporate Governance is to observe the highest level of ethics in all its dealings, to ensure efficient conduct of the Company and help the Company achieve its goal in maximizing value for all its stakeholders.

2. Board of Directors("Board")

2.1 Composition of the Board

As on March 31, 2015, the Company's Board of Directors' comprised of five directors including a Executive Chairman. of the Five directors, three are non-executive independent directors including a woman director. The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchange.

2.2 Meetings of the Board of Directors

The Board of Directors of the Company met five times during the year 2014-2015 i.e. on May 30, 2014, August 14, 2014, November 13, 2014, February 13, 2015 and March 31, 2015.The gap between two meetings did not exceed one hundred and twenty days. The required information as enumerated in Annexure X to Clause 49 of the Listing Agreement is made available to the Board of Directors for discussion and consideration at Board meetings.

The Company did not have any pecuniary relationship or transactions with Non-Executive Independent Directors during the year ended March 31, 2015 except for payment of sitting fees.

2.4 Board Procedures

The Company Secretary prepares the agenda and the explanatory notes in consultation with the Chairman of the Board of Directors and circulates the same in advance to the Directors to enable the Board to take informed decisions. The Board meets at least once in every quarter inter alia to review the quarterly results. Additional meetings are held, whenever necessary. Presentations are made to the Board for complete update on projects/business.

2.5 Familiarisation  Programme for Directors

The Executive Director of the Company provides a brief of the industry and business of the Company to the newly appointed Director and also has a discussion to familiarize him/her with the Company's operations. At the time of regularization of the appointment of an Independent Director, the appointment is formalized by issuing a letter to the Director, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Company also from time to time familiarizes the Independent Directors about the Company, its product, business and the ongoing events relating to the Company through presentations.

3. Audit Committee

3.1 Composition & meetings of Committee

The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchange read with Section 177 of the Companies Act, 2013. As on March 31, 2015, the Company's Audit committee comprised of four directors including an Executive Chairman. Of the Four directors, three are non­executive independent directors.

The Audit Committee of Board of Directors of the Company met four times during the year 2014-2015 i.e. on May 30, 2014, August 14, 2014, and November 13, 2014 and February 13, 2015.

3.2 Terms of Reference

The Audit Committee functions in accordance with the terms of reference specified under Section 177 of the Companies Act, 2013, Clause 49 of the Listing Agreement (for the time being in force) and as may be specified by the Board from time to time, which inter alia includes :

a) the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

b) review and monitor the auditor's independence and performance, and effectiveness of audit process;

c) examination of the financial statement and the auditors' report thereon;

d) approval or any subsequent modification of transactions of the Company with related parties;

e) scrutiny of inter-corporate loans and investments ;

f) valuation of undertakings or assets of the Company, wherever it is necessary;

g) evaluation of the internal financial controls and risk management systems; and

h) monitoring the end use of funds raised through public offers and related matters.

4. Nomination & Remuneration Committee

4.1 Composition & meetings of Committee

The Nomination & remuneration committee of the Board comprised of three Directors all of whom are non-executive independent Directors.

The Committee met two time during the year 2014-15 on March 31, 2015 and May 30, 2014. Details of meetings attended by the members of the Nomination & Remuneration Committee during the financial year 2014-2015 are as follows:

4.2 Key Objectives

The Key Objectives of the Committee are:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

4.3 Nomination and Remuneration Policy

The remuneration is recommended by the remuneration committee based on criteria such as industry benchmark, the Company's performance vis-a-vis industry, responsibilities shouldered performance / track record and is decided by the Board of Directors. The Board, on the recommendations of the Remuneration Committee, approves the annual increments as stipulated in Section 197 and Schedule V of the Companies Act, 2013.

The Company pays remuneration to its Managing Director, Whole-Time Director & CEO/CFO by way of salary, allowance and perquisites. No sitting fee is payable to the Executive Chairman and Whole-time Director.

The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings.

A Non Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013

5. Stakeholders' Grievance Committee

5.1 Composition & meetings of Committee

Stakeholders' Grievance Committee was constituted to specifically look into the redressal of investors' complaints like transfer for shares, non-receipt of demat credit, non-receipt of declared dividend the committee reviews the status of investor's grievances and redressal mechanism and recommends measures to improve the level of investor services.

The Committee met four times during the year 2014-15 on May 30, 2014, August 14, 2014, November 13, 2014 and February 13, 2015. Details of meetings attended by the members of the Committee during the financial year 2014­2015 are as follows:

6. Share Transfer Committee

6.1 Composition & meetings of Committee

The Composition, powers and functions of the Committee meets the requirements of Listing Agreement. The Committee meets generally on a fortnightly basis. During the year under review, the Committee met 14 times.

Shareholder/Investor Grievance and Share Transfer Committee have been renamed and reconstituted as Stakeholders' Relationship Committee with effect from March 31, 2015 to comply with Section 178 of Companies Act, 2013 and Clause 49 of Listing Agreement.

6.2 Terms of reference

The Committee is empowered to consider and approve the physical transfer/transmission/transposition of shares, issue of new/duplicate share certificates and oversees and reviews all matters connected with securities transfer. The Committee also specifically looks into the redressal of shareholders' and investors 'complaints/grievances pertaining to transfer of shares, non-receipt of dividend warrants etc.

6.3 Compliance Officer

Name, designation and address of Compliance Officer under Clause 47 of the Listing Agreement with the Stock Exchange:

Ekta Dhanda, Company Secretary Ganesh Benzoplast Limited Dina Building, First Floor 53, Maharshi Karve Road, Marine Lines, Mumbai- 400 002. Tel. No.:022-22001928 Email: gbljbn@yahoo.com

7. Independent Directors' Meeting

The Independent Directors met on March 19, 2015, inter alia, to discuss:

(a) review the performance of Non-Independent Directors and the Board as a whole;

(b) review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Except for Ms. Jagruti Gaikwad who was appointed on the Board of the Company on March 31, 2015, all the other independent Directors of the Company were present for this Meeting.

9. Disclosures

9.1 Related Party Transaction

During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no transactions between the Company and the Promoters, Directors or Management or relatives, etc. that had a potential conflict with the interests of the Company at large.

9.2 Statutory Compliance, Penalties and Strictures

There were no instances of non-compliance or penalties, strictures imposed on the Company by Stock Exchange or Securities and Exchange Board of India (SEBI) or any other statutory authority, on any matter related to capital markets, during the last three years.

9.3 Listing Agreement compliance

The Company has fully complied with the mandatory requirements under Clause 49 of the listing agreement and the provisions of non-mandatory requirements are under consideration of the Board of the Company.

9.4 Accounting Treatment

The Company had followed the guidelines of accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of financial statements.

9.5 Code of Conduct

A Code of Conduct for the Board Members and Senior Management of the Company has been formulated. Requisite annual affirmations of compliance with the code have been made by the Directors and Senior Management of the Company.

9.6 CEO/ CFO certification

The MD and CFO Certification of the financial statements for the year, is enclosed at the end of the report.

9.7 Whistle Blower Policy

The Company had adopted a Whistle Blower Policy as per the requirements of Listing Agreement providing a mechanism to any of the employees to report genuine concerns or any violation. During the year, no personnel have been denied access to the Audit Committee.

9.8 Means of Communication

The Quarterly Un-Audited (Provisional) Results and the Annual Audited Financial results of the Company are sent to the Stock Exchange immediately after they are approved by the Board and Annual Audited Financial results are also published in one vernacular news paper viz."Nava Shakti" and one English news paper viz. "Free Press Journal".Also the results are uploaded on the Company's website. The results are published in accordance with the guidelines of the Stock Exchange.

No presentations have been made to institutional investors/ analysts during the financial year. The Management Discussion and Analysis report is provided separately as a part of this Annual Report.

10. General Shareholder Information

10.1 Annual General Meeting

Date & Time :  Tuesday, 29th September, 2015 at 10.00 a.m

Venue Shri Rajasthan Recreation Club Plot no. 3,  J.B.Nagar, Andheri (E) Mumbai- 400 059.

10.2 Financial Year Calendar (2015-2016) (Tentative and subject to change

Results for quarter ending June 30, 2015 : By Second week of August, 2015

Results for quarter ending September 30, 2015 : By Second week of November, 2015

Results for quarter ending December 31, 2015 : By Second week of February, 2016

Results for quarter ending March, 2016 : By last week of May, 2016

Annual General Meeting for the year ending March 31, 2016 : Before September end, 2016

10.3 Book Closure Date

The Company's Share Transfer Books and Register of Members of Equity Shares shall remain closed from Friday, September 25, 2015 to Tuesday, September 29, 2015  (both days inclusive).

10.4 Listing of Equity Shares

The Equity Shares of your Company are listed and actively traded on the Bombay Stock Exchange(BSE). The Company had paid annual listing fee to the Bombay Stock Exchange for the financial year 2015-16.

10.5 Stock Code

BSE Stock Code : 500153

(ii) ISIN No : INE388A01029

10.6 Registrar for Demat Segment

M/s Bigshare Services Private Limited E/2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri(East), Mumbai-400 072.  Ph No. 022-28470652/40430200  Fax: 022-28475207  E-mail: info@bigshareonline.com

10.7 Share Transfer System

Trading in Equity Shares of the Company through recognized Stock Exchange is permitted only in dematerialized form. Shares sent for transfer in physical form are registered and returned within a period of 15 (fifteen) days from the date of receipt of the documents, provided the documents are valid and complete in all respects. As at March 31, 2015, no Equity Shares were pending for transfer.

As per the requirement of Clause 47(c) of the Listing Agreement with the Stock Exchange, the Company has obtained the half yearly certificates from a Company Secretary in Practice for due compliance of share transfer formalities.

The Company conducts a Reconciliation of Share Capital Audit on a quarterly basis in accordance with the Securities and Exchange Board of India (SEBI) requirements. The audit reports for the financial year under report have been filed with the Stock Exchange within one month of the end of each quarter.

10.11 Outstanding GDR's/ADR's/Warrant's/Convertible instruments and their impact on equity.  NIL.

10.12 PLANT LOCATION

a) Chemical Division

D-5/2 & D-21/2/2 M.I.D.C. Industrial Area, Tarapur, Dist. Thane (Maharashtra)

b) Liquid Storage Terminal Division (LST) JNPT Terminal

Jawarharlal Nehru Port Trust (J.N.P.T) Bulk Road, Nhava Sheva, Navi Mumbai - 400 707.

Cochin Terminal

Plot No. A-1, 2,3. South End, Willington Island, Cochin

- 682 029.

Goa Terminal

Head Land, sada, Mormugoa - 403 803.

10.13 Address for Correspondence

Shareholders may correspond with the Registrar and Transfer Agents on all matters relating to dematerialization of shares relating to Equity Shares of the Company at:

M/s Bigshare Services Private Limited  E/2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri(East), Mumbai-400 072.  Ph No. 022-28470652/40430200 Fax: 022-28475207  E-mail: info@bigshareonline.com

The Company has gbljbn@yahoo.com as an exclusive email ID for Investors for the purpose of registering complaints, and the same email ID has been displayed on the Company's website. Shareholders would have to correspond with the respective Depository Participants for shares held in dematerialized form. For all investor related matters, the Company Secretary & Compliance Officer can be contacted at:

Dina Building, First Floor 53, Maharshi Karve Road, Marine Lines, Mumbai- 400 002. Tel. No.:022-22001928 Email: gbljbn@yahoo.com

The Securities and Exchange Board of India has mandated submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are requested to submit PAN to their Depository Participant(s) with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

Shareholders are requested to quote their folio no. / DP ID & Client ID, e-mail address, telephone number and full address while corresponding with the Company and its Registrar and Transfer Agent or Company.