COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
The Company's philosophy on Corporate Governance has been developed with a tradition of fair and transparent governance even before they were mandated by the legislation. Transparency, integrity professionalism and accountability - based values form the basis of the Company's philosophy for Corporate Governance. The G D Trading And Agencies Limited believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder's expectations. The company has fulfilled all the existing guidelines under clause 49 of the listing agreement. The Company believes that all its operations and actions must ultimately enhance overall benefits over a sustained period of time.
BOARD OF DIRECTORS:
I. The Board of Directors of the Company not only oversees the management functions but also supervises, directs and manages the performance of the Company.
The Board has constituted various committees of Directors', for the matters requiring special attention and their effective and efficient disposal.
II. The Board of Directors of the Company consisted of Four Directors. Out of Four Directors, Three are Non-Executive Directors. The said composition complies with clause 49 of the Listing Agreement entered into with Stock Exchange.
III. Details of the Directors constituting the Board, their attendance at the Board Meetings of the Company and the last Annual General Meeting are as follows:
Code of Conduct
The Company has framed a Code of Conduct for the members of the Board of Directors and Senior Management personnel of the Company. A certificate from the Managing Director affirming compliance of the said Code by the Board Members and Senior Management personnel is annexed separately to this report.
1. COMMITTEES OF THE BOARD:
Currently, the board has three committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee and all committees are formed as per Companies act, 2013 and Listing agreement.
a) Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchange read with Section 177 of the Companies Act, 2013. The Committee has inter alia, the following terms of reference:
The Audit Committee reviews, acts and reports to the Board of Directors, inter-alia, with respect to:
i. The recommendation for appointment, remuneration and terms of appointment of auditors of the company;
ii. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
iii. Examination of the financial statement and the auditors' report thereon;
iv. Approval or any subsequent modification of transactions of the company with related parties;
v. Scrutiny of inter-corporate loans and investments;
vi. Valuation of undertakings or assets of the company, wherever it is necessary;
vii. Evaluation of internal financial controls and risk management systems;
viii. Monitoring the end use of funds raised through public offers and related matters.
The Committee also reviews the observations of the Internal and Statutory Auditors along with the comments and action taken thereon by the management and invites senior executives to its meetings as and when necessary.
Composition & Meetings:
The Audit Committee is composed of Executive / Non-Executive Independent Directors as per the requirement of Clause 49 of the Listing Agreement. The members of the Audit Committee have requisite financial, legal and management expertise.
During the year under review four meetings of the Audit Committee were held on: 22nd May, 2014 I 14th August, 2014 I 13th November, 2014 I 12th February, 2015
b) Stakeholder's Relationship Committee
The Company has a Stakeholders' Relationship Committee which reviews & approves:
i. Issue of Duplicate Share Certificates;
ii. Matters connected with transfer/credit of Securities
iii. Redressal of Investors' / Shareholders' complaints related to non-receipt of declared dividend, transfer of shares, non-receipt of annual reports, non receipt of duplicate share certificates, etc.
iv. Carrying out the secretarial audits.
Mr. Shekhar Somani G.D Trading and Agencies Limited Indian Mercantile Chambers, 3rd Flr, 14-R, Kamani Marg, Ballard Estate, Mumbai- 400001
Composition & Meetings:
During the year under review two meetings of Stakeholders' Relationship Committee were held on, 14th August, 2014 and 13th November, 2014. The composition of the Stakeholders' Relationship Committee and the attendance record of the members of the Committee at the Meetings are given below:
Name of the Members__Designation__Meetings Attended during the
c) Nomination & Remuneration Committee:
The broad terms of reference of the Remuneration Committee are as under:
i. to review and approve the Company's policy on remuneration packages for the Chairman, Managing Director and other Senior Management of the Company including pension rights and any compensation payment;
ii. to review and approve the minimum and maximum remuneration payable to such Directors in terms of such provisions as may be in force from time to time;
iii. to review and approve the commission and/or other incentive payable to Non-Executive Directors of the Company;
iv. Such other matters as the Board may from time to time request the Remuneration Committee to examine and recommend/approve.
Composition & Meetings:
The composition of the Nomination and Remuneration Committee is as under and the attendance record of the members of the Committee at the Meetings is given below:
General Shareholder Information:
Annual General Meeting : 35th Annual general Meeting
Date : 30th September, 2015
Time : 04.30 P.M.
Venue : Indian Mercantile Chambers 3rd Flr 14-R Kamani Marg, Ballard
Estate, Mumbai 400001 Financial Year : 01st April 2014 to 31st March 2015
Book Closure : : 22nd September, 2015 to 25th September, 2015 (both days inclusive)
Dividend Payment Date : : NA
Registrar and Transfer Agents : Bigshare Services Pvt. Ltd E-2 & 3, Ansa Industrial Estate Saki-Vihar Road, Sakinaka Andheri(E), Mumbai - 400 072Tel No. : 91-22-40430200 Fax no. : 91-22-24875207
Related Party Transactions:
In terms of Accounting Standard AS-18, details of Related Party Transactions during the year have been set out in Notes annexed to the Balance Sheet and Profit and Loss Account. However, these are not having any potential conflict with the interest of the Company at large.
Compliance by the Company:
There is no non compliance by the Company or any penalties, structures imposed by the Stock Exchange, SEBI or any other statutory authority on any matter related to capital markets, during the last three years.
Whistle Blower Policy and Access of personnel to the Audit Committee:
The Company has not established the non-mandatory requirement of Whistle Blower Policy. However, the Company's personnel have access to the Chairman of the Audit Committee in cases which concerns about unethical behavior, frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee
Compliance with the Mandatory requirements and Implementation of the Non-mandatory
The Company has complied with the mandatory requirements of the Corporate Governance Clause of Listing Agreement. The Company has not implemented the non-mandatory requirements.
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
During the Financial Year 2014-2015, the Company has not received any complaints of sexual harassment.
Share Transfer Systems:
Share transfer is normally affected within a maximum period of 15 days from the date of receipt, if all the required documentation is submitted. All share transfers are approved by the Share Transfer and Shareholders/ Investors Grievance Committee.