CORPORATE GOVERNANCE REPORT FOR THE FINANCIAL YEAR 2014-2015
CORPORATE GOVERNANCE PHILOSOPHY OF THE COMPANY
The Company's core values-Innovation, Insight and Integrity imbibe in themselves the Corporate Governance Philosophy. The Company strives to maintain high standards of business conduct and nurtures long term sustainable relationships with the various stakeholders of the organization. In order to achieve this objective, the company promotes best practices of governance through the structure as mentioned below:
1. The Board and its Committees, consisting of professionals of repute who provide strategic planning and direction and
2. Executive Management support and endorse Corporate Governance practices in accordance with Clause 49 of Listing Agreement and ensure that the Company's Code of Conduct is followed in letter and spirit.
I. BOARD OF DIRECTORS
Board Meetings: The Board, among other things, reviews key matters like operations and financial results, acquisitions, joint ventures, capital /operating budgets, findings/comments of the statutory, internal and other auditors, risk management, internal controls, issue of capital and other resources mobilization effort, etc.
During the financial year ending 31" March 2015, the Board met 6 (Six) times on May 2, 2014; July 28, 2014; September 8, 2014; December 22, 2014; December 26, 2014 and March 31, 2015. The time gap between any two meetings of the Board was less than 120 days.
Remuneration Policy of the Director:
While deciding on the remuneration of Directors, the Board and the Nomination and Remuneration Committee ('Committee') take into consideration the performance of the company, the current trends in the industry, the qualification of the appointee(s) their experience, past performance and other relevant factors. The Board/Committee regularly keeps track of the market trends in terms of compensation levels and practices in relevant industries. This information is used to review the company's remuneration policies from time to time.
Detail of Remuneration / Compensation of the Directors:
In the year 2014-2015, the Company did not pay remuneration by way of Commission to the Non-Executive Director of the company for the year 2013-2014. The Nomination and remuneration Committee evaluates the performance of the Non-Executive Directors every year on the basis of well defined parameters and discussions and the recommendation are placed before the board. The Board considers the recommendations while deciding the remuneration to be paid to the Non-Executive Directors. The quantum of sitting fee paid to directors is Rs.3000.00 per meeting of the Board and committees of the Board taking into consideration the increased limit.
The sitting fees in respect of these Nominee Directors is paid to their respective employers as per their terms of appointment.
As per provision of section 149(8) of the Act read with Schedule - IV- Code of Independent Directors, performance evaluation of non-independent directors was carried out at the meeting of Independent Directors which was further reviewed by the board as a whole.
During the year the company paid remuneration to its whole time director in accordance with and within the overall limits as per the provision if the section 197 and other applicable provision of the Act as under:
d. Code of Conduct
The Company has adopted a Code of Conduct for the Board of Directors and senior Management, which aims to inculcate the spirit of corporate governance in the affairs of the company and promotes ethical conducts. The Code is available on the website of the company in the Investors section. Adherence to this Code is essential and any breach of the same attracts disciplinary action. All the Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct as on march 31, 2015.
II. BOARD COMITTEES
Currently, the Board has four Committees, viz.
a. Audit Committee;
b. Stakeholders Relationship Committee and;
c. Nomination and Remuneration Committee.
a. Audit Committee:
The term of reference of the Audit Committee, inter alia, include:
• Oversee the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
• Recommend the appointment/removal of Statutory Auditor(s), fixing the audit fees and also approving the payment of any other services;
• Recommending the terms of appointment of auditors of the Company;
• Review the Company's financial and risk management policies;
• Evaluation of internal financial controls and risk management system;
• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as having post audit discussion to ascertain any area of concern.
• Review with the Management the adequacy of internal control system and performance of External and Internal Auditors;
• Review and monitor auditors independence and performance and effectiveness of the audit process;
• Review with the Management the quarterly / annual financial statement and the auditor report thereon before submission to the board.
• Valuation of undertakings or assets of the Company, whenever it is necessary
The Audit Committee comprises of Non-Executive Directors, majority of them being Independent. The qualifications and expertise of the Committee members are in the line with requirements of Clause 49 of the Listing Agreement with stock exchange read with section 177 of the Act. Internal Auditors and Statutory Auditor attend the meeting of the Audit Committee as invitees.
The committee met 5 (five) times during the year 2014-2015 on May 2, 2014; July 25 2014; November 11 2104; February 10 2015 and March 12 2015. The time gap between any two meetings was less than four months.
b. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee of the Company was constituted by the Board to look into the matters relating to investors servicing, to redress the grievances of the investors and security holders.
The term of reference of this committee of this Committee, inter alia, include:
• Allot to the applicants, share and other securities issued by the Company from time to time including allotment under Employees Stock Option Schemes, as amended from time to time;
• Lay down suitable procedure and approve issue of duplicate certificates of shares and other securities;
• Decide account(s) to be opened / closed with any bank(s) in India for the purpose of payment of interest / dividend or for other purpose relating to shares or other securities;
• Redressal of shareholder and investor complaints such as transfer of shares, non-receipt of Annual Reports, non-receipt of dividend declared, non-payment of interest to debenture holders or any security holders, etc;
• Take incentives for better servicing of the shareholders.
• Report to the Board about important developments in the area of servicing of shareholders.
• Consider and resolve the grievances of shareholder, debenture holders, deposit holder and other security holder of the company;
• Fix record date and determine closure of Register of Members and Transfer Books for the purpose of payment of dividend, interest, issue of right / bonus share or for such other purpose as the Committee may deem fit;
Majority of the member of this Committee, including the Chairman of the Committee, are Independent Non-Executive Directors. The Company Secretary is the Compliance Officer and Secretary to this Committee.
The Committee met 4 (Four) times during the year 2014-2015 on May 2 2014; July 25, 2014; November 11, 2014 and February 23, 2015.
c. Nomination and Remuneration Committee:
This Committee acts as a Board Governance cum Compensation Committee. The terms of reference of this Committee inter alia include
• Evaluate the performance of the Board and its Committees and boards of its subsidiaries;
• Identify the prospective directors and assist the Board in filling up vacancies in the offices of directors of the Company and its Subsidiaries;
• Evaluate the current composition, organization and governance of Board and its Committees, board of its subsidiaries, determine future requirement and make recommendation to the Board for approval;
• Determine the Director(s) who shall be liable to retire by rotation;
• Oversee the evaluation of the Board and the Management;
• Formulate the code of ethics and governance;
• Evaluate and recommend to the Board, the compensation plan, policies and programmes for Executive Directors and Senior Management Personnel;
• Evaluate succession planning and work with the Board for evaluating the potential successors to executive management positions;
• Make recommendations to the Board in respect of the incentives compensation plans;
• Review of the term of reference and annually review its own performance and subject it to assessment by the Board.
IV. DISCLOSURE REQUIREMENTS
a) Related Party Transactions
There were no materially significant transactions with related parties. The details of related party transactions entered into between the Company and its Promoters, Subsidiaries, Directors or their Relatives etc have been presented in Notes on Accounts in Annual Report.
b) Whistle Blower Policy:
The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism to enable the employees and Directors to report concerns on unethical behavior.
c) Management Discussion & Analysis:
A detailed Management Discussion and Analysis along with risks concerns is given in a separate section of the Annual Report.
V. MEANS OF COMMUNICATION - QUARTERLY / HALF YEARLY RESULTS, ETC.
The Company's periodic financial results, factsheets and official news released made to the investors and analysts are displayed on the website of the Company at email@example.com
The Company has an Investor Grievance cell to address the grievances / queries of the shareholders. In order to enable shareholders to raise queries and grievances, the Company has a same email ID: firstname.lastname@example.org
VI. GENERAL SHAREHOLDER INFORMATION
a) Details of ensuring AGM:
Day and Date :Saturday, September 26, 2015
Time :10.00 A.M
Venue :Registered Office (Village - Sipahpur, P.s. -Ahiyapur P.O.- Bikhanpur Kothi, 6tB km, Darbhanga Road, Muzaffarpur-842001)
b) Financial Year:
April 1, 2014 to March 31, 2015
c) Date of Book Closure:
September 22, 2015 to September 28, 2015(Both days inclusive)
The Equity Shares are listed on Bombay Stock Exchange (BSE) is suspended. Annual Listing Fees have been paid to the Stock Exchange. The Company is in process of revocation of its suspension and listing the same in the Bombay Stock Exchange (BSE).The Company is continuously corresponding with SEBI and is in process of complying with the Listing Agreement issued by SEBI.
Your Directors assure that the Listing of the Shares of our company in Bombay Stock Exchange is near at hand.
Ganesh Foundry & Castings Ltd. At + P.O.: Siphapur, Ahiyapur, Muzaffarpur - 842 001
Share Transfer System
Transfer on approval on monthly basis.
COMPLIANCE ON NON MANDATORY REQUIREMENTS
a) Chairman of the Board
Mr. Ashok Kumar Bajoria is elected Chairman of the Board for the year 2013-2014.
b) Board Procedure
Member of the Board are provided with the requisite information mentioned in the listing agreement well before the Board Meeting and the same were dealt with appropriately.
c) Shareholders Right
Half yearly results including summary of the significant accounting policies are presently not being send to the shareholders.
d) Postal Ballot
No resolution being proposed to be passed by postal ballot.
e) Address for correspondences
Ms. Neha Sethia
Address-Village - Sipahpur, P.s. - Ahiyapur P.o.- Bikhanpur Kothi, 6th km, Darbhanga Road, Muzaffarpur - 842001
Mobile No.- 0621-2230578
ABS CONSULTANT PVT. LTD.
99, STEPHEN HOUSE, 6TH FLOOR, 4, B.B.D. BAG (EAST), KOLKATA - 700001
PHONE - 2243 0153, 2230 1043.
FAX-033 2243 0153