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 Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder’s expectations. Your company has fulfilled all the existing guidelines prescribed by the Securities and Exchange Board of India (SEBI) in chapter IV read with schedule V of SEBI( Listing Obligations and Disclosure requirements) Regulations, 2015.
3. COMMITTEES OF THE BOARD
a) Audit Committee
i) Terms of Reference:
Apart from all the matters provided in regulation 18 of SEBI( Listing obligations and disclosure requirements) Regulation, 2015 and section 177 of the Companies Act 2013, the Audit committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the company.
The Audit committee presently consists of three independent directors, Shri. Dilip J. Diwan, Shri. Paresh N. Trivedi and shri. Shantilal V.Haria. Shri Dilip J. Diwan has been designated as chairman of the committee. The committee met 4 times during the financial year ended March 31, 2016. The attendance
b) Nomination & Remuneration Committee and policy:
The nomination & remuneration committee for nomination & remuneration of executive directors presently consists of Three independent Directors viz. Shri. Dilip J. Diwan, Shri. Paresh N. Trivedi & Shri. Shantilal V. Haria. Mr. Dilip J. Diwan is the chairman.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors and CEO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.
Criteria of selection of Non Executive Directors
The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.
In case of appointment of Independent Directors, the N&R Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.
The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
i. Qualification, expertise and experience of the Directors in their respective fields;
ii. Personal, Professional or business standing;
iii. Diversity of the Board.
In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board meetings.
A Non Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;
CEO & Managing Director - Criteria for selection / appointment For the purpose of selection of the CEO & MD, the N&R Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.
The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.
Remuneration for the CEO & Managing Director At the time of appointment or re-appointment, the CEO & Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the N&R Committee and the Board of Directors) and the CEO & Managing Director within the overall limits prescribed under the Companies Act, 2013.
The remuneration shall be subject to the approval of the Members of the Company in General Meeting. The remuneration of the CEO & Managing Director comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits.
Remuneration Policy for the Senior Management Employees In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the N&R Committee shall ensure the relationship of remuneration and performance benchmark is clear.
The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the N&R Committee for its review and approval.
c) Stakeholders relationship Committee:
During the year 2015-16 the Stakeholders relationship committee that also acts as Share Transfer Committee met 27 times.
During the year 2015-16, 18 complaints were received from shareholders and investors. All the complaints have generally been resolved to the satisfaction of the complainants except for disputed cases and sub-judice matters, if any, which would be solved on final disposal by the courts/ forums where they are pending.
e) PERFORNAMCE EVALUATION COMMITTEE
Pursuant to the provisions of the Companies Act, 2013 and, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Appointment and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’ functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities
The objectives and scope of the Risk Management Committee broadly comprises:
1. Oversight of risk management performed by the executive management;
2. Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;
3. Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;
4. Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.
5. Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact analysis and mitigation plan.
INDEPENDENT DIRECTORS MEETING:
During the year under review, the Independent Directors met on October 20, 2015 and January 07, 2016, inter alia, to discuss:
1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;
2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the independent Directors were present at the meeting.
Management discussion and analysis report forms part of this Annual Report
a (i) Means of Communication :
The Quarterly Un-Audited (Provisional) Results and the Annual Audited Financial results of the company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper viz.
“Nava Shakti” and one English news paper viz. “Free Press Journal”. Also they are uploaded on the company’s website www.gmbreweries.com.
The results are published in accordance with the guidelines of the Stock Exchanges.
(ii) In line with the existing provisions of the SEBI (LODR) Company has created a separate e-mail address viz. email@example.com to receive complaints and grievances of the investors.
b. Share Transfers Agents:
M/s. Sharex Dynamics (India) Pvt. Ltd. ., Unit -1 , Luthra Indl. Premises Safed Pool Andheri Kurla Road., Andheri(E), Mumbai - 400 072.
c. Share Transfer System:
All physical share transfers are effected within 15 days of lodgment, subject to the documents being in order. The Board has delegated the authority for approval of transfer, transmission etc. to a committee comprising of two Non Executive Directors and one executive director. A summary of transfer/transmission of shares so approved by the committee is placed before the Board.
e) Postal Ballot:
For the year ended March 31, 2016 there have been no ordinary or special resolutions passed by the Company’s Shareholders through postal ballot.
5. Additional shareholders information :
a) Annual General Meeting
Date : May 19, 2016
Venue: Joshi’s Kohinoor Hall, 3rd Flr, S.Veer Savarkar Marg,Prabhadevi, Mumbai - 400 025.
Time : 4.30 P.M.
b) Financial Calendar
Financial Year: April 01 to March 31 for the financial year 2016-17, the tentative dates for declaration of Quarterly unaudited results will be by July 31, 2016, October 31, 2016, January 31 2017 and April 30, 2017.
c) Book Closure:
The register of Members and share Transfer books of the company shall remain closed from May 12, 2016 to May 19, 2016 (both days inclusive) for payment of dividend & Bonus.
d) Dividend Payment Date:
Dividend will be paid within 30 days of the approval of the same in the Annual General Meeting.
e) Listing in stock exchanges and stock codes The names of stock exchanges at which the equity shares are listed and respective stock codes are as under
Name of the stock Exchanges Stock Code No.
The Bombay stock Exchange 507488
The National Stock Exchange GMBREW
The ISN number allotted to the company for demat of shares are as under.
NSDL : INE075D01018
CDSL : INE075D01018
i) Shares held in physical and dematerialized form:
As on March 31, 2016, 95.45 % of shares were held in dematerialized form and the rest in physical form.
j) Outstanding GDR’s/ADR’s/Warrant’s/ Convertible instruments and their impact on equity. NIL.
k) Plant Location
Village Narangi, S. Veer Savarkar Marg, Virar (East), Dist Palghar- 401 305 Maharashtra State.
l) Address for correspondence
Ganesh Niwas, S. Veer Savarkar Marg, Prabhadevi, Mumbai- 400 025 Telephone : 022- 24331150/51 E-Mail : firstname.lastname@example.org Website : www.gmbreweries.com
m) Shares held in electronic form
Shareholders holding shares in the electronic form may furnish their bank details, which they wish to incorporate on their dividend warrants, to their depository participants. As per the regulations of NSDL and CDSL the company is required to print the bank details on the dividend warrants, as furnished by these depositories to the Company.
The company has not entered into any transaction of a material nature with the Promoters, the Directors or the Management, their relatives etc. that may have any potential conflict with the interests of the company. The company has complied with the requirements of the stock exchanges, SEBI and other statutory authorities on all matters related to capital markets during the last three years. There were no penalties imposed nor any strictures issued on the Company by the Stock Exchanges, SEBI or any other statutory authority relating to the above.