REPORT ON CORPORATE GOVERNANCE
1. STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense.
2. BOARD OF DIRECTORS:
The Board of Directors of the Company comprises of Six (6) Professionally Well-Qualified Members. Mr. Ashok B. Garware was the Chairman till 30th August, 2014 and Mr. Aditya A. Garware is now Chairman (w.e.f. 30th August, 2014). Mr. S.V. Atre is the Executive Director of the Company. During the period (1st July, 2014 t 31st March, 2015) under review, Mrs. Shefali Bajaj was appointed as Non-Executive Director of the Company w.e.f. 5th November, 2014.
Dr. B. M. Saraiya, Mr. V. V. Desai and Mr. Rajiv Khanna are Independent Directors of the Company.
During the period of Nine months (1st July, 2014 to 31st March, 2015) under review, 3 Board Meetings were held as detailed below and the maximum time gap between two Board Meetings did not exceed 4 months:
3. AUDIT COMMITTEE:
The Audit Committee consists of 3 members' viz. Mr. Aditya A. Garware, Dr. B. M. Saraiya and Mr. V. V. Desai. Dr. B. M. Saraiya acts as a Chairman of the Committee. All three committee members are Non-Executive Directors.
The Company Secretary acts as a Secretary to the Committee.
Terms of Reference:
The Committee's composition meets with requirements of Section 177 of Companies Act, 2013 and Clause 49 of Listing Agreement. Members of Audit Committee posses' financial / accounting expertise / exposure.
i) POWER OF AUDIT COMMITTEE :
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if considered necessary.
ii) ROLE OF AUDIT COMMITTEE:
1. 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;
2. Recommendation for appointment of auditors of the company including payment of remuneration and other terms; and
3. Approval of payment to statutory auditors for any other services rendered by them.
4. Reviewing (with the management if required), the Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement in the Board's report in terms of clause (c) of sub-section 3 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 judgment 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
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertaking or assets of the Company, wherever necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. 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;
16. 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;
17. To look into the reasons for substantial defaults in the payment to depositors,
18 Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
19. To review the functioning of the Whistle Blower mechanism;
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
4. NOMINATION & REMUNERATION COMMITTEE - (Constituted w.e.f. 30.08.2014): Composition:
Nomination and Remuneration Committee consists of the 3 Independent Directors viz. Dr. B. M. Saraiya as Chairman and Mr. V. V. Desai and Mr. Rajiv Khanna as Committee Members.
Terms of Reference:
The broad terms of reference of the Committee include :
• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.
• To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies, in a similar industry as that of the Company.
• To carry out evaluation of the performance of Directors, as well as Key Managerial Personnel and Senior Management.
• To provide to Directors, KMPs and Senior Management reward linked directly to their efforts, performance, dedication and achievement relating to the Company's operations.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Dr. B. M. Saraiya acts as a Chairman of the Committee.
Mrs. Nirmala Agarwal - Company Secretary acts as a Compliance Officer.
No. of Shareholders complaints received during the year : 13
No. of complaints not solved to the satisfaction of the Shareholders : NIL
No. of pending complaints: NIL
(i) There were no related Party Transactions, which had potential conflict with the interest of the Company at large.
(ii) There was no instance of non-compliance nor have any penalty, stricture been imposed by any stock exchange or SEBI or any other statutory authority during the last three years on any matter related to capital market.
(iii) WHISTLE BLOWER POLICY:
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a vigil mechanism/Whistle Blower Policy under which the employees are free to report violation of applicable laws and regulations and the code of conduct. During the period (1st July, 2014 to 31st March, 2015) no employee was denied access to the Chairman of Audit Committee.
(iv) The Statutory Auditors Certificate on Compliance of Corporate Governance is enclosed
9. GENERAL SHAREHOLDER INFORMATION:
37th Annual General Meeting:
Date : 30th September, 2015
Time : 11.00 A.M.
Venue : Garware Sabhagriha", F.P.H. Building, 5th Floor, Lala Lajpatrai Marg, Haji Ali, Mumbai - 400034.
The Company now follows April to March as its financial year in compliance with Section 2(41) of the Companies Act, 2013. The Un-audited results for the quarter ended June, September, December are declared within 45 days of the end of the quarter. The Audited results for the last quarter is declared within 60 days of the end of the financial year.
Financial Year : 1st April 2015 to 31st March, 2016
Un-audited Financial Result for the 1st Quarter Ending 30th June, 2015. : Within 45 days from the last day of the quarter. :
Un-audited Financial Result for the 2nd Quarter Ending 30th September, 2015. : Within 45 days from the last day of the quarter.
Un-audited Financial Result for the 3rd Quarter Ending 31st December, 2015. : Within 45 days from the last day of the quarter.
Audited Financial Result for the 4th Quarter & year Ending 31st March, 2016. : Within 60 days from the end of financial year.
Annual General Meeting for the Year Ending 31st March, 2016 : Before the end of September, 2016.
Date of Book Closure : Wednesday, 23rd September, 2015 to 30th September, 2015 (both days inclusive)
Dividend Payment Date : N.A.
Listing on Stock Exchanges
The Company's shares are presently listed on the Bombay Stock Exchange (BSE) Limited
Stock Code : 509563
ISIN Number : INE 925D01014
Registrar and Transfer Agents
Bigshare Services Private Limited E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East),Mumbai - 400 072 Tel : 022 - 2857 3108 / 2847 0652 / 2847 0652 Fax 022- 2847 5207 Email: firstname.lastname@example.org
Auditors' Certificate on Corporate Governance
As required under the provisions of Clause 49 of the Listing Agreement, the Auditors' Certificate is given as an annexure to the Directors' Report.
Distribution of Shareholding & Category-wise distribution
Please Refer Annexure A
Dematerialisation of shares and liquidity
As on 31st March, 2015, 85.01% of total paid up Equity Capital has been dematerialised
Publication of the Quarterly Unaudited Financial Results in
English - Free Press Journal
Marathi - Navshakti
Website : www.garwaremarine.com
GDRS/ADRS : Not Applicable
Address for Correspondence
Garware Marine Industries Ltd. 102, Buildarch Wisteria, 1st Floor, Ram Maruti Road, Dadar (W), Mumbai^00028 Tel.No.22-24234000 Fax No.22-24362764 Email: email@example.com
Plant Location : N. A.
10. CODE OF CONDUCT:
Pursuant to Clause 49 of the Listing Agreement, the Company has prescribed and affirmed a Code of Conduct for the Board of Directors and Senior Management of the Company.
A Declaration duly signed by Executive Director is obtained by the Company.
11. CEO/CFO CERTIFICATION:
The Company has obtained from the Executive Director, a Certificate, Pursuant to Clause 49(IX) of the Listing Agreement.
On Behalf of the Board
ADITYA A. GARWARE