CORPORATE GOVERNANCE REPORT
Your Company has already complied with the mandatory requirements on Corporate Governance of Clause 49 of the Listing Agreements. A detailed report is set out below.
I. MANDATORY REQUIREMENTS
1) PHILOSOPHY ON CORPORATE GOVERNANCE
Your Company continues to be committed to high standards of Corporate Governance. Your Company's philosophy on Corporate Governance aims at adopting and practising best corporate practices, while achieving Company's business objectives in a way that serves the interest of all Stakeholders. Towards this, the Company has adopted the practices mandated in Clause 49 of the Listing Agreement.
The Board of Director of the Company, appointed Mrs. M. V Garware as a Director in Casual Vacancy with effect from 16th August, 2014.
The Board of Director of the Company, appointed Mr. A. D. Goel as an Additional Director with effect from 16th August, 2014.
Ceased to be Directors during the year.
3) INDEPENDENT DIRECTORS
Your Company has appointed Independent Directors, who are having experience in their respective fields / professions and meet the criteria of independence, according to the provisions of Clause 49 of the Listing Agreement and Sections 2(47), 149(6) of the Companies Act, 2013 and the Rules made thereunder as amended from time to time. The Company has appointed Independent Directors and issued appointment letters to them. The terms and conditions of their appointment are displayed on the Company's website: <http://www.garwareropes.com> On 6th February, 2015, a separate Meeting of the Independent Directors of the Company, was held, inter alia to:
• Review the performance of Non-Independent Directors and the Board as a whole,
• Review the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors, and
• 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.
Mr. R. M. Telang, Mr. S. P. Kulkarni and Mr. Ashish Goel were present at the meeting held on 6th February, 201 5.
4) COMMITTEES OF BOARD OF DIRECTORS
The Board at present has four (4) Committees.
A) AUDIT COMMITTEE
Terms of Reference of the Audit Committee have been set out in accordance with the requirements of Clause 49 of the Listing Agreement, and Section 177 of the Companies Act, 201 3, and the Rules made thereunder, as amended from time to time.
All the members of the Audit Committee possess requisite experience and skills to read and understand the Financial Statements.
iii. Meetings and Attendance:
The details of meetings held during the year, and the attendance thereat, are as follows:
• Five meetings of the Audit Committee were held during the Financial Year - on 9th April, 2014, 29th May, 2014, 6th August, 2014, 10th November, 2014, and 5th February, 2015.
The Statutory Auditors of the Company attended all five meetings. The Company Secretary acted as Secretary to the Audit Committee in the meeting attended by him.
B) NOMINATION & REMUNERATION COMMITTEE / REMUNERATION-COMPENSATION OF DIRECTORS
On 29th May 2014, the Company has constituted "Nomination & Remuneration Committee". Terms of Reference of the Nomination & Remuneration Committee have been set out in accordance with the requirements of Clause 49 of the Listing Agreements, and Section I 78 of the Companies Act, 2013, and Rules made thereunder, as amended from time to time.
iv. REMUNERATION OF DIRECTORS
i. Non-Executive Directors:
The remuneration of Non-Executive Directors is decided by the Board of Directors on recommendation by Nomination & Remuneration Committee. At present, only Sitting Fees are paid to Non-Executive Directors for attending Board Meeting, Audit Committee Meeting and Nomination & Remuneration Committee Meeting. The payment of Sitting Fees is within the limits prescribed under the Companies Act, 2013 and Rules made thereunder, as amended from time to time.
ii. Executive Director:
Mr. V. R. Garware, Chairman & Managing Director is the Executive Director. Mr. V R. Garware was reappointed as Chairman & Managing Director for a further period of five (5) years with effect from 1st December, 2011 and his appointment and terms thereof including remuneration was approved by the members of the Company, by voting through Postal Ballot. The Agreement relating to the terms of said appointment including remuneration, was entered into with Mr. V R. Garware by the Company, on 3rd February, 2012.
The Board of Directors of the Company, at its meeting held on 30th May, 2013, has resolved to revise the remuneration of Mr. V R. Garware, Chairman & Managing Director of the Company, effective from Ist April, 2013.
The Supplemental Agreement relating to revised terms / remuneration was entered into with Mr. V R. Garware by the Company, on 3rd June, 2013.
Particulars of the remuneration are detailed below:
a. Salary: Basic Salary of Rs.59,00,000/- per annum.
Perquisites in the form of reimbursement or allowance which include rent-free fully-furnished accommodation or HRA, medical expenses, LTA, health insurance policies coverage. Provident Fund, Employees Pension Scheme and Superannuation as per Company's Rules. Gratuity as per the Scheme for Senior Executives.
Car with a driver for Company's business and telephone and other communication facilities, which are not to be considered as Perquisites.
b. Special Allowance: Rs. 54,53,000/-per annum.
c. Performance-linked Incentives: Not applicable.
d. Remuneration by way of commission, as shall be determined by the Board of Directors every year, such that total remuneration shall not exceed 5% of Net Profit as per the provisions of Section 197 read with Section 198 of the Companies Act, 2013.
e. Notice period: 90 days
f. Stock option details: Not applicable
C) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE ("CSR Committee")
In terms of the requirements under the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read along with the Companies (Corporate Social Responsibility Policy), Rule, 2014, a CSR Committee was constituted by the Board of Directors of the Company at its meeting held on 29th May, 2014.
iii. Meetings and Attendance:
Meeting of the CSR Committee was held on 10th November, 20I4. All the members of CSR Committee were present.
D) STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of the requirements under the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of the Company at its meeting held on 29th May, 20I4, has re-constituted "Stakeholder Relationship Committee" in place of existing "Shareholders'/Investors' Grievances and Share Transfer Committee", under the Chairmanship of Non-Executive Director to monitor and review investors' grievances including complaints related to transfer of shares, non-receipt of Balance Sheet, non-receipt of declared Dividends, to approve share transfer/ transmission / transposition of shares / consolidation of folios and to approve issue of duplicate / fresh share certificates on account of requests for duplicate/split/consolidation.
iii. *During the year, sixteen (16) meetings of the "Stakeholder Relationship Committee" were held (including three (3) meetings of "Shareholders'/Investors' Grievances and Share Transfer Committee").
iv. The Committee reviews the system of dealing with and responding to correspondence from the Shareholders. The complaint letters received from the Stock Exchanges, SEBI, Department of Company Affairs and quality of responses thereto also reviewed by this Committee.
v. During the year one (I) complaint received was satisfactorily resolved. Other communications received were also replied/resolved satisfactorily.
vi. There were no unresolved / unattended communications / complaints of Shareholders received upto 31 st March, 2015.
vii. There were no pending share transfers as of 31 st March, 2015.
viii. The Share Transfer Agents, M/s. Link Intime India Private Limited, has been authorized to authenticate all routine transfers, transmission and transposition of Shares Certificates. Presently, transfers, transmissions etc., are effected within 15 days.
Note: * "Shareholders'/Investors' Grievances and Share Transfer Committee" comprising of Mr. R. M. Telang, Chairman and Mr. V R. Garware, Member was re-constituted and designated as "Stakeholder Relationship Committee" on 29th May, 2014.
6) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company familiarises its Independent Directors with their role, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the Company etc., by undertaking programmes under its Familiarisation Programme. As per the requirements of Clause 49(II)(B)(7)(b) of the Listing Agreement details of such Familiarisation Programmes has been displayed on the Company's website: <http://www.garwareropes.com/familiarisation-programme.html>
7) POLICY ON RELATED PARTY TRANSACTIONS OF THE COMPANY
The Board of Directors of the Company has approved a Policy on Related Party Transaction and the same has been displayed on the Company's website: <http://www.garwareropes.com/party-transactions-policy.html>
The Company management ensures total adherence to the approved Policy on Related Party Transactions without any compromise.
i. There were no materially significant related-party transactions, which had potential conflict with the interest of the Company at large.
ii. The Company has complied with the requirements of the Listing Agreements with Stock Exchanges as well as Regulations and Guidelines of SEBI. Consequently, no penalties were imposed or strictures passed against the Company by SEBI or Stock Exchanges or any Statutory Authorities during the last three(3) years.
iii. The Board of Directors have adopted a Vigil Mechanism Policy, which is applicable to all full-time employees and Directors of the Company for reporting their genuine concerns, which would cover malpractice, unethical behavior, fraud or suspected fraud, manipulation, misappropriation of monies and violation of the Companies Codes. The said Vigil Mechanism Policy also provides adequate safeguards against victimization of persons who use such mechanism and provisions for direct access to the Chairperson of the Audit Committee, inappropriate and exceptional cases. None of the employees has been denied access to the Audit Committee Chairman. The salient features of the "Vigil Mechanism" of the Company as approved by the Board of Directors has been displayed on the Company's website: <http://www.garwareropes.com/vigil-mechanism.html>
iv. The Board of Directors has adopted a Code of Conduct for all Board Members and Senior Management of the Company, which came into effect from Ist January, 2006. A copy of the same has been displayed on the Company's website: <http://www.garwareropes.com/cod-directors.html>& <http://www.garwareropes.com/cod-managers.html>
Certificate on compliance is given separately.
v. The Board of Directors of the Company has formulated a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
vi. CEO (Chairman and Managing Director), and CFO (Vice President - Corporate), have made necessary certification on Financial Statements & Cash Flow Statement for the year to the Board of Directors of the Company.
vii. The Board of Directors, on quarterly basis, reviews compliance reports of all laws. There were no instances of non-compliance reported.
viii. The Company has laid down procedures to inform the Board of Directors about the risk assessment and minimization procedures.
ix. There were no transactions disclosed to Board by Senior Management relating to material financial and commercial nature, involving potential conflict of interest with the Company. A statement in summary form of transactions with related parties is placed periodically before the Audit Committee.
x. The details of the Directors seeking re-appointment and / or election at forthcoming Annual General Meeting (AGM), as required under Clause 49(VIII)(E) of the Listing Agreement are annexed to the Notice of AGM and forms part of the Annual Report.
9) MEANS OF COMMUNICATION
i. Apart from publication in leading newspapers, the Quarterly Financial Statements as well as Annual Financial Statements are displayed on the Company's website: http://www.garwareropes.com/financial-reports.html. Further, the Quarterly / Half Yearly Results and Quarterly Shareholding Patterns are displayed on the Company's website: <http://www.garwareropes.com/shareholding-pattern.html>
ii. A Management Discussion and Analysis Report is enclosed separately as part of this Annual Report.
10) GENERAL SHAREHOLDER INFORMATION
i. 38th Annual General Meeting
- Day, Date and Time Wednesday, 2nd September, 2015, 10.30 a.m.
- Venue Auto Cluster Auditorium,
Auto Cluster Development and Research Institute Limited, H-Block, Plot No. C-I8I, Off Old Pune-Mumbai Highway Chinchwad, Pune - 411019.
ii. Financial Calendar
1st April to 31st March
Financial reporting for
Quarter ending 30th June, 2015 by 15th August, 2015
Quarter ending 30th September, 2015 by 15th November, 2015
Quarter ending 31 st December, 2015 by 15th February, 2016
Quarter ending 31 st March, 2016 by 30th May, 2016
iii. Book Closure Date
From Thursday, 27th August, 2015 to Wednesday, 2nd September, 2015 (both days inclusive).
iv. Dividend Payment Date
Wednesday, 2nd September, 2015 onwards
v. Listing of Equity Shares
The equity shares of the Company are listed on:
Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001
Tel No.: (022) 2272 1233/4 Fax No.: (022)2272 1919
National Stock Exchange of India Limited
Exchange Plaza, C-l, Block G, Bandra Kurla Complex, Bandra (E), Mumbai 400 05 l
Tel No.: (022) 2659 81 00/8ll4 Fax No.: (022) 2659 8120
The Listing Fee has been paid up to date, to BSE Limited and National Stock Exchange of India Ltd.
vi. Stock Code/Symbol
BSE Limited Code No. 509557
National Stock Exchange of India Limited Symbol: GARWALLROP
viii. Share Transfer Agent
LINK INTIME INDIA PRIVATE LIMITED
Akshay Complex, Block No. 202, 2nd Floor, Off Dhole Patil Road, Near Ganesh Temple, Pune- 411001. Tel.No.:(020) 2616 1629, 26160084; FaxNo.:(020)26l63503; Email: firstname.lastname@example.org
ix. Share Transfer System
The power to approve the transfer of securities has been delegated by the Board to the Share Transfer Agents. Share transfer requests are processed within fifteen (l 5) days from the date of receipt.
xii. Email Addresses
In order to enable us to further extend our support towards paperless compliance, as a part of Green Initiatives in the Corporate Governance, which was introduced by MCA in the year 201 l, the Shareholders' who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses. In respect of shares held in physical form, Shareholders are requested to register their e-mail addresses with the Company / R & T Agent. (With Depository Participant in case of shares held in dematerialised form.)
xiii. Plant Locations
Plot No. ll, Block D-l, MIDC, Chinchwad, Pune - 41 l 019, Maharashtra Tel. No.: (020) 3078 0000
Plot No. C-1 & B-226/227/228, D-l, MIDC, Wai - 412 803, Dist. Satara, Maharashtra Tel. No.: (02167) 308301 / 02
Plot No. 75, 80, 8l and 86 Danudyog Sahakari Sangh Ltd., Piparia, Amli - 396 230 Tel. No.: (0260) 2640 867
Address for Correspondence
The Shareholders may send their communications to the Company at its Registered Office mentioned below or directly to the Share Transfer Agent, M/s. Link Intime India Pvt. Ltd.
Garware-Wall Ropes Limited
Plot No. l l , Block D - l , MIDC, Chinchwad, Pune - 4l l 019, Maharashtra
Tel. No.: (020) 3078 0l77 Email: email@example.com
Link Intime India Private Limited
Akshay Complex, Block No. 202, 2nd Floor,
Off Dhole Patil Road, Near Ganesh Temple, Pune
Tel. No.: (020) 26l6 l629, 26l6 0084 Fax No.: (020) 26l6 3503
II. REPORT OF CORPORATE GOVERNANCE
This Chapter of the Annual Report together with the information given under "Management Discussion and Analysis" constitutes a detailed compliance report on Corporate Governance during 2014-2015.
DECLARATION BY THE CHIEF EXECUTIVE OFFICER UNDER CLAUSE 49 OF THE LISTING AGREEMENT REGARDING ADHERENCE TO THE CODE OF CONDUCT
In accordance with Clause 49 of the Listing Agreement, I, V. R. Garware, Chairman and Managing Director of the Company hereby declare that all Board Members and Senior Management Personnel of the Company have given the affirmation for the year 2014-201 5 on compliance with Code of Conduct of the Company as applicable to them respectively.
For Garware-Wall Ropes Ltd.
V. R. Garware
Chairman and Managing Director
30th April, 2015