REPORT ON CORPORATE GOVERNANCE
I. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
At the outset Clause - 49 of the Listing Agreement is not applicable to the Company as neither paid up capital nor the Net Worth of the Company has met the threshold limits prescribed by Securities and Exchange Board of India (SEBI). However, the Company believes that a good corporate governance practice enables the management to direct and control the affairs of the Company in an efficient manner and to achieve the Company's goal of maximizing value for all its stakeholders. The Company has a strong legacy of fair, transparent and ethical governance practices.
The Company has adopted a code of conduct for members of the Board and senior management, who have all affirmed in writing their adherence to the code.
II. BOARD OF DIRECTORS
The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Memberships held by them in other companies is given below. Other Directorships do not include alternate Directorships, Directorships of private Ltd companies and of companies incorporated outside India. Chairmanship/ membership of Board Committees includes membership of Audit and Shareholders/Investors Grievance Committees.
III. AUDIT COMMITTEE
a) The Audit Committee of the Company is duly constituted taking into consideration of Clause 49 of the Listing Agreements with the Stock Exchanges to the maximum extent.
The Functions of Audit Committee include:
? Overseeing of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
? Reviewing the adequacy of internal audit functions.
? Reviewing the quarterly and annual financial statements before submission to the Board.
? Reviewing the adequacy of internal control and their compliance thereof.
? Reviewing the Company's financial and risk management policies.
Four Audit Committee meetings were held during the year. The dates on which the said meetings were held are as follows: on 29.05.2013, 03.08.2013, 14.11.2013 and 14.02.2014. The necessary quorum was present at all the meetings.
IV. Remuneration Committee
During the year no remuneration committee meetings held.
V. SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE
a) A Shareholders / Investors Grievance Committee of Directors reviews the following:
- Transfer/transmission of shares / debentures
- Issue of duplicate share certificates
- Review of shares dematerialized and all other relevant matters
- Monitors expeditious redressal of investor's grievances
- Non receipt of Annual reports and declared dividend
- All other matters related to shares/debentures
The constitution of Shareholders/Investors Grievance Committee is as follows:
1. Dr. V.L. Moorthy Chairman
2. Mr. P. Maruthi Babu Member
c) Name, designation and address of Compliance Officer: Dinesh Vemula
Company Secretary & Compliance Officer 6-3-1090, TSR Towers
Raj Bhavan Road, Somajiguda, Hyderabad - 500082 Tel: +91 40 23310330 Fax: +91 40 23398435 E Mail: firstname.lastname@example.org
1. Transactions entered with related parties during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. These transactions have no potential conflict with the interests of the Company at large.
2. The Board of Directors has adopted the Code of Conduct and Ethics for Directors and Senior Management. The said code has been communicated to the Directors and the members of the Senior Management and the code has also been posted on the Company's website.
3. Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the period from 1st April, 2013 to 31st March, 2014: Nil.
4. Secretarial Audit:
A Qualified Practicing Company Secretary carried out a Secretarial Audit to reconcile the total admitted capital with National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL) and the total issued and listed capital. The secretarial audit report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
VII. MEANS OF COMMUNICATION
The quarterly, half-yearly results of the Company are published in leading newspapers in India which include Financial Express and Nav Shakti.
VIII. GENERAL SHAREHOLDER INFORMATION
a) Annual General Meeting :
Financial Year : 2013 - 2014
Date : 19.09.2014
Time : 10.30 AM
Venue : 16/137, Siddhartha Nagar, No.5, Near Prabodhan Krida Bhawan, Siddhartha Nagar, Goregaon (West), Mumbai -400104.
b) Financial Calendar (tentative) :
For the Financial Year 2013-14, results will be announced on:
Results for the first quarter ended June 30, 2014 :Latest by Second week of August 2014
Results for the second quarter ended September 30, 2014 :Latest by Second week of November 2014
Results for the third quarter ended December 31, 2014 :Latest by Second week of February 2015
Results for the fourth quarter ended March 31, 2015 :Within the time stipulated in Clause 41 of the Listing Agreement.
c) Date of Book Closure:
From Tuesday 16th of September, 2014 to Friday the 19th of September, 2014 (both days inclusive).
d) Listing on Stock Exchanges:
The shares of the Company are listed on The Bombay Stock Exchange. Listing Fee has been paid for the stock exchange for the financial year 20142015.
e) Stock Code : 512479
Scrip ID : GYTRIPA
f) Registrar and Transfer Agents :
VENTURE CAPITAL AND CORPORATE INVESMENTS PVT. LTD.
12-10-167 Bharat Nagar, Hyderabad - 500018
Tel: 040 - 23818475/23818476/23868023 Fax: 040 - 23868024
Email: email@example.com Website: www.vccilindia..com
g) Share Transfer System :
Transfers of shares held on dematerialized form are done through the depositories with no involvement of the Company. As regards transfer of shares held in physical form, the transfer documents can be lodged with the Registrars & Share Transfer Agents at the above mentioned addresses. Transfers of shares in physical form are normally processed within 15 days from the date of receipt, if the documents are complete in all respects. The Directors and the Company Secretary are severally empowered to approve transfers.
h) Address for Correspondence
CS Dinesh Vemula
Company Secretary & Compliance Officer
6-3-1090, TSR Towers Raj Bhavan Road, Somajiguda, Hyderabad - 500 082
Tel: +91 40 23310330 Fax: +91 40 23398435 E Mail: firstname.lastname@example.org
As stipulated under the provisions of the sub-clause I (D) (iii) of Clause 49 of the Listing Agreement with stock exchanges, all the Directors and the designated personnel in the senior management of the Company have affirmed compliance with the code for the financial year ended 31st March, 2014.
For GAYATRI TISSUE & PAPERS LTD
Sd/- (T. INDIRA SUBBARAMI REDDY)
Sd/- (P. MARUTHI BABU)
Place : Hyderabad
Date : 29.05.2014