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 widest sense.
2. BOARD OF DIRECTORS:
The Board of the Company comprises of Professionally Well-Qualified Individuals and consists of seven Members. Mr. Ashok Garware is the Executive Chairman and Mr. Aditya Garware is the Vice Chairman and Managing Director of the Company. All other Directors are NonExecutive.
During the year under review seven Board Meetings were held as detailed below. The maximum time gap between two Board Meetings did not exceed four months.
3. AUDIT COMMITTEE:
The Company's Board of Directors has constituted an Audit Committee comprising of Non- Executive and Independent Directors. The members of this Committee are well versed with finance & accounts / legal matters and general business practices.
The Company Secretary acts as a Secretary to the Committee.
Terms of Reference:
The Committee is involved in reviewing various matters including Unaudited / Audited Stanalone / Consolidated Financial Results for the quarter / year ended of the Company, Investments made by the Company, Internal Auditors Report, Compliance with Listing Agreement, Accounting Standards and other requirements relating to financial statements, reviewing of Management Discussion and Analysis Report and Directors' Report.
4. NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Board of Directors comprises of three Independent Directors namely; Mr. A.K. Thanavala as Chairman, Mr. S.S. Aggarwal and Mr. J.C. Chopra as Members.
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 based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies, in the similar industry as that of the Company.
• To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.
• To provide rewards linked directly to effort, 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.
REMUNERATION PAID TO NON-EXECUTIVE DIRECTORS:
a] The Non Executive Directors were paid sitting fees of Rs.20,000/- for each meeting of the Board of Directors attended by them during the year under review.
b] Audit Committee, Compensation Committee and Credit / Borrowing Committee members are paid sitting fees of Rs,5,000/- for attending each meeting of the respective Committees.
c] Members of all other Committees viz. Corporate Social Responsibility and Nomination & Remuneration Committee are paid Rs.2,500/-for attending each of the respective Committees.
5. STAKEHOLDERS GRIEVANCE COMMITTEE:
Mr. S.S. Aggarwal acts as a Chairman of the Committee. Mr. A.C. Chandarana - Company Secretary acts as a Compliance Officer. No. of Shareholders complaints received during the year : 43 No. of complaints not solved to the satisfaction of the Shareholders : NIL No. of pending complaints: NIL
a] There were no related Party Transactions, which had potential conflict with the interest of the Company at large.
b] There has been no instance of non-compliance by the Company on any matter related to capital markets during the last three years and no penalty or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority.
c] No person has been denied access to the Audit Committee to report concerns about unethical behaviour under the Whistle Blower Policy.
d] The statutory Auditors certificate on compliance of the Corporate Governance requirement is enclosed.
9. GENERAL SHAREHOLDER INFORMATION:
37TH AGM :
Date : 29th September, 2015
Time 9:30 A.M.
Venue : Garware Sabhagriha", F.P.H. Building, 5th Floor, Lala Lajpatrai Marg, Haji Ali, Mumbai - 400034
The Company follows April-March as its financial year. The Unaudited result for every quarter June, Sept. Dec. is 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.
Date of Book closure/ Record Date
22.09.2015 to 29.09.2015 (both days inclusive)
Dividend Payment Date N.A.
Listing on Stock Exchanges
The Company's shares are presently listed on the Bombay Stock Exchange Ltd. (BSE), The National Stock Exchange of India Limited (NSE)
1. Bombay Stock Exchange Ltd. - 501848
2. The National Stock Exchange of India Ltd. - GLOBOFFS
Demat ISIN Number for
NSDL & CDSL: INE 446C01013
Registrar and Transfer Agents
Bigshare Services Pvt. Ltd. E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East),Mumbai - 400 072 Tel : 022 2847 0652 / 4043 0200 Fax 022 2847 5207 Email: email@example.com Website: www.bigshareonline.com
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, 95.60% of total paid up Equity Capital has been Dematerialised.
The Quarterly Unaudited Financial Results were published in
English - Business Standard Marathi - Lokmat Website : www.globaloffshore.in
GDRS / ADRS Not Applicable
Address for Correspondence
Global Offshore Services Ltd. 101, Swapnabhoomi, "A" Wing, S.K. Bole Road, Dadar (West), Mumbai - 400 028 Tel : 022-2423 4000 Fax: 022-2436 2764 Email : firstname.lastname@example.org
Email address for Investor Complaints
10. CODE OF CONDUCT:
Pursuant to Clause 49 of The Listing Agreement, the Company has prescribed and affirmed Code of Conduct for the Board of Directors and Senior Management of the Company.
A Declaration duly signed by Vice Chairman & Managing Director is obtained by the Company.
11. CEO/CFO CERTIFICATION:
The Company has obtained from the Vice Chairman & Managing Director and Chief Financial Officer, a Certificate Pursuant to Clause 49(V) of the Listing Agreement.
On Behalf of the Board