REPORT ON CORPORATE GOVERNANCE
(As required under Clause 49 of the Listing Agreement of the Stock Exchange)
1. Company's Philosophy on Corporate Governance
The Company's philosophy on Corporate Governance lays strong emphasis on transparency, accountability and integrity. Corporate Governance assumes a great deal of importance in the business life of the Company through adoption of best governance practices and its adherence in the true spirit at all times. The Company believes that proper Corporate Governance facilitates effective management and control of business. The Company's goal is to find creative and productive ways of delighting its stakeholders, while fulfilling the role of a responsible corporate representative committed to best practices. The Company has implemented the mandatory requirements of the 'Code of Corporate Governance' as mentioned in the clause 49 of the Listing Agreement. On the company's website www.garnetint.com information useful to investors are available. The code of conduct is available at registered office of the company for inspection of shareholders.
2. Board of Directors
a) Composition of the Board
The Board, during the year, comprised of 5 Directors all of them are Non-Executive Directors. 2 out of them are independent Directors. The company does not have chairman. All the Directors are liable to retire by rotation.
i) Ramakant Gaggar
Mr. Ramakant Gaggar has an in-depth knowledge of Capital Market. He has sound experience in investment and fund management and management consultancy, derivatives, fund mobilization, working capital arrangement etc
c) Board Meetings and Annual General Meeting:
During the financial year 2014-2015, 7 Board Meetings were held on 29th May 2014, 9th June 2014, 24th July 2014, 5th November 2014, 24th November 2014, 27th January 2015, and 20th March 2015. The last Annual General Meeting of the Company was held on 30th September 2014. The details of attendance of Directors in Board Meetings and the last Annual General Meeting are as follows.
d) Code of Conduct
The Board has laid down a code of conduct for all Board members and senior management of the company. The Company has obtained the confirmation of the Compliance with the Code from all its Board members and senior management personnel.
3. Audit Committee
a) Constitution of Audit Committee:
The Committee comprises three Non-executive Directors majority of them are independent directors. All members of the Committee are financially literate.
b) Composition of Audit Committee and Number of Meetings Attended:
During the Financial year 2014-2015, Four Audit Committee Meetings were held on 29th May 2014, 24th July 2014, 5th November 2014, and 27th January 2015.The composition of the Audit Committee and the number of meeting attended were as under
The Audit Committee invites such of the executives, as it considers appropriate to be present at its meetings. The Executive- Accounts attend such meetings. The Statutory Auditors are also invited to these meetings.
d) The Terms of Reference of the Audit Committee:
The terms of reference of the Audit Committee as defined by the Board are as under:
i) Hold discussions with the auditors periodically about internal control systems, the scope of audit including the observations of the auditors and review the quarterly, half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems.
ii) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
iii) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
iv) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
v) Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference
(a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of section 134 of the Companies Act, 2013.
(b) Changes, if any, in accounting policies and practices and reasons for the same.
(c) Major accounting entries involving estimates based on the exercise of judgement by management.
(d) Significant adjustments made in the financial statements arising out of audit findings.
(e) Compliance with listing and other legal requirements relating to financial statements.
(f) Disclosure of any related party transactions.
(g) Qualifications in the draft audit report.
vi) Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
vii) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.
viii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
ix) Discussion with internal auditors on any significant findings and follow up there on.
x) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
xi) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
xii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
xiii) Review of information as prescribed under Clause 49 (II)(E) of the listing agreement.
e) Powers of the Audit Committee: The Board has delegated the following powers to the Audit Committee:
i) Investigating any activity within its terms of reference as above, or in relation to the items specified in Section 177 of the Companies Act, 2013, or as may be referred to it by the Board, from time to time and for this purpose, it shall have full access to information contained in the records of the Company and external professional advice, if necessary
ii) Seek information from any employee.
iii) Obtain outside legal or other professional advice, if necessary.
iv) Secure attendance of outsiders with relevant expertise, if it considers necessary
4. Subsidiary company:
a) The company has one subsidiary company namely Sukartik Clothing Private Limited. Mr. Navratan Gaggar and Mr. Ramakant Gaggar are on the Board of the subsidiary company as on 31st March, 2015.
b) The audit committee of the company reviews the financial statements of and investments made by the subsidiary company.
c) The minutes of subsidiary company are placed before the board of directors of the company.
d) Significant transactions and arrangements entered into by the subsidiary company are, periodically, also brought to the attention of the board of the company
5. Remuneration Committee
a) Composition of Remuneration Committee and Number of Meetings Attended:
During the Financial year 2014-2015, One Remuneration Committee Meetings were held on 28th May 2014.The composition of the Remuneration Committee and the number of meeting attended were as under:
b) Terms of reference:
The committee has the mandate to review and recommend compensation payable to the executive directors and senior management of the company. It shall also administer the company's stock option plans, if any, including the review and grant of the stock options to eligible employees under plans. The committee may review the performance of the Executive Directors, if any and for the said purpose may lay down requisite parameters for each of the executive directors at the beginning of the year.
c) Remuneration Policy:
i) Management Staff :
Remuneration of employees largely consists of basic remuneration and perquisites. The components of the total remuneration vary for different grades and are governed by industry patterns, qualifications and experience of the employee, responsibilities handled by him, his individual performance, etc.
ii) Non-Executive Directors :
The Company does not pay any sitting fees to the Non-executive Directors.
6. Shareholders'/Investors' Grievance Committee
a) Constitution and Composition of Shareholders' Grievance Committee:
The Shareholders' / Investors' Grievance Committee has been constituted to look into investor's complaints like transfer of shares, non-receipt of declared dividends, etc. and take necessary steps for redressal thereof. The Committee is a Board level committee under the Chairmanship of Mr. Suresh Gaggar, a Non-Executive Director. Two Meetings of Shareholders' / Investors' Grievance Committee held on 24th July 2014 and 27th January 2015, during the financial year 2014-2015.The Composition of the Shareholders/Investors' Grievance Committee and the number of meeting attended were as under:
b) Mr. Ramakant Gaggar is the Compliance officer of the Company.
c) During the year 2014-2015, the Company has not received any complaints from shareholders / investors. There were no complaints pending as at end of the year.
d) Share Transfers in Physical Mode
Shares sent for physical transfer are generally registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects. The Shareholders' Committee of the Company meets as often as required
a) Related Party Transactions:
There are no materially significant related party transactions made by the Company with its Promoters, Directors or Management, their subsidiaries or relatives, etc that may have potential conflict with the interest of the Company at large.
Attention of members is drawn to the disclosures of transactions with the related parties set out in Note 26 of Notes on financial statements.
The Company's major related party transactions are generally with its Associates considering various business and other factors.
All related party transactions are negotiated on arms length basis and are only intended to further the interest of the Company.
b) Statutory Compliance, Penalties and Strictures:
The Company has complied with requirements of the Stock Exchange/SEBI and Statutory Authorities on all matters related to capital markets during the last year. There are no penalties or strictures imposed on the Company by the Stock Exchange or SEBI or any Statutory Authorities relating to the above.
The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreements. The Company does not have Whistle Blower Policy. No employee of the Company has been denied access to the Audit Committee of the Company.
c) The Company has complied with the non-mandatory requirements relating to remuneration Committee. The financial statements of the Company are unqualified.
General Shareholder Information
a) Means of Communication:
The quarterly results of the Company are generally published in Free Press Journal and Dainik Navshakti. The Company proposes that all quarterly, half-yearly and full year audited results be published at least in 2 newspapers. The quarterly results shall further be submitted to the Bombay Exchange Limited shortly after the conclusion of the respective meetings.
No presentations were made to institutional investors or to the analysts during the year under review.
b) Annual General Meeting:
¦ Day, Date and Time : : Wednesday, 30th September, 2015 at. 11.00 a.m.
¦ Venue : : 901, Raheja Chambers, Nariman Point, Mumbai - 400 021
¦ Financial Year : : 2014-2015
The Company follows April-March as its financial year. The results for every quarter beginning from April are declared in the month following the quarter.
¦ Date of Book Closure : 24th Sept, 2015 to 30th Sept, 2015 (Both days inclusive)
¦ Dividend Payment Date : on or after 30th Sept, 2015
c) Listing on Stock Exchanges: The Company's shares are listed on Bombay Stock Exchange Limited ("BSE") and Calcutta Stock Exchange Association Limited
("CSE"). The Company has paid the listing fees to the Bombay Stock Exchange Limited.
d) Stock Code / Symbol:
BSE - 512493
CSE - 35007
ISIN No: - INE590B01010
(Fully paid up shares having face value of Rs. 10)
f) Share Transfer System:
Applications for transfer of shares held in physical form are received at the office of the Registrars and Share Transfer Agents of the Company. They attend to share transfer formalities at least once in 15 days.
Shares held in the dematerialized form are electronically traded in the Depository and the Registrars and Share Transfer Agents of the Company periodically receive from the Depository the beneficiary holdings so as to enable them to update their records for sending all corporate communications, dividend warrants, etc.
Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt, provided they are in order in every respect. Bad deliveries are immediately returned to Depository Participants under advice to the shareholders.
i) Dematerialisation of Shares and Liquidity:
About 99.86% of the shares have been dematerialized as on March 31, 2015. The equity shares of the Company are traded at Bombay Stock Exchange Ltd. (BSE) and Calcutta Stock Exchange Association Limited (CSE).
j) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, Conversion date and likely impact on equity:
The Company has not issued any GDRs / ADRs. There were no outstanding convertible warrants as on March 31, 2015.
k) Registrar and Share Transfer Agents:
Link Intime India Pvt Ltd. C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup, Mumbai-400078.
l) Plant Locations: The Company does not have any manufacturing activities.
m) Address for Correspondence:
For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt of dividend or any other query relating to shares:
Link Intime India Pvt Ltd. For general correspondence:
C-13, Pannalal Silk Mills Compound, Garnet International Limited L. B. S. Marg, Bhandup,Mumbai-400078. Secretarial Department Tele: 022 - 25963838 901, Raheja Chambers, Fax: 022 - 25946969 / 25960329 Free Press Journal Marg, Nariman Point, Mumbai - 400 021 Tel: 022 - 66369942 Fax: 022 - 66369943