REPORT ON CORPORATE GOVERNANCE
FOR THE YEAR 2015-16
[As required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)]
Your Company has complied in all material respects with the requirements of the corporate governance provisions as specified in chapter IV of the Listing Regulations.
A report on the implementation of the corporate governance provisions of the Listing Regulations by the Company is given below:
1. Company’s philosophy on code of governance
The Company’s philosophy on the code of governance is to observe the highest level of ethics in all its dealings, to ensure efficient conduct of the Company and help the Company achieve itsgoal in maximizing value for all its stakeholders as well as in achieving the objectives of the principles as mentioned in Regulation 4(2) of the Listing Regulations.
2. Board of Directors (“Board”)
2.1 Composition and category of directors
As on March 31, 2016, the Company’s Board comprised of eight members, one of whom is an Executive Director/Whole time Director (ED), two Non-Executive Directors (NED) and five Independent Directors (ID) including a Woman Director. The number of IDs is more than half of the total number of directors.
2.2 Attendance of directors at board meetings, annual general meeting and number of other board of directors or committees in which a director is a member or chairperson.
Attendance of each director at the board meetings and the last Annual General Meeting (AGM) held during the year and the number of directorships and committee memberships/chairpersonships held by them in other companies is given below
º Inculdes directorships held in private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013.
* Late Soiru V. Dempo ceased to be a director with effect from September 19, 2015.
** Mr. Rajesh S. Dempo has been appointed as a director of the Company by the board with effect from January 8, 2016 in the casual vacancy caused due to the demise of Late Soiru V. Dempo.
None of the IDs serve as independent director in more than seven listed companies and the ED does not serve as independent director on any listed company. None of the directors is a member of more than ten committees nor is a chairperson of more than 5 committees across all the public limited companies, whether listed or not, in which he/she is a director.
The committees considered for the above purpose are those specified in Regulation 26(1)(b) of the Listing Regulations i.e., the Audit Committee and the Stakeholders’ Relationship Committee.
Mr. Shrinivas V. Dempo is the ‘Cousin’ of Mr. Rajesh S. Dempo. None of the other Directors have any relationships inter-se.
2.3 Meetings of the Board of Directors
The Board meetings are normally held at the registered office at Dempo House, Campal, Panaji, Goa. The information as required in Part A of Schedule II of the Listing Regulations is made available to the Board. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly results and other items on the agenda and also on the occasion of the Annual General Meeting of the shareholders. Additional meetings are held, when necessary. Committees of the Board usually meet the day before the Board meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval. Five Board meetings were held during the financial year ended March 31, 2016 on April 30, 2015, July 8, 2015, October 14, 2015, January 8, 2016 and March 15, 2016. The gap between no two meetings exceeded one hundred and twenty days.
The Company did not have any pecuniary relationship or transactions with Non-Executive Directors during the financial year ended March 31, 2016 except for payment of sitting fees.
2.4 Remuneration of each director on the Board
The details of remuneration to each director on the Board during the financial year 2015-16 are as follows:
None of the directors hold stock options as on 31st March, 2016. The ED is not eligible for payment of severance fees and the contract with the ED may be terminated by either party giving the other party four months’ notice.
2.5 Independent Directors Meeting
The IDs met on April 11, 2016 without the presence of non-independent directors and members of the management. At this meeting, the IDs inter alia reviewed the performance of the non-independent directors and the board of directors as a whole, reviewed the performance of the chairman of the board and assessed the quality, quantity and timeliness of flow of information between the management and the board of directors.
2.6 Familiarization Programme for Independent Directors
The Executive Director of the Company provides a brief of the industry and business of the Company to the new ID and also has a discussion to familiarize the ID with the Company’s operations. At the time of regularization of the appointment of an ID, the appointment is formalized by issuing a letter to the director, which inter alia explains the role, function, duties and responsibilities expected of him/her as a director of the Company. The Company also from time to time familiarizes the IDs about the Company, its product, business and the on-going events relating to the Company through presentations.
The details on the Company’s Familiarisation Programme for IDs can be accessed at: http://www. goacarbon.com/downloads/Familiarization%20 Programmes%20for%20IDs_NEW.pdf
3. Audit Committee
3.1 Details of the composition of the Audit Committee, meetings and attendance of the members are as follows:
The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of the Listing Regulations read with Section 177 of the Companies Act, 2013.
The Sr. General Manager (Finance) & CFO, the Internal Auditors and the Statutory Auditors are permanent invitees to the meetings of the Audit Committee. The Company Secretary acts as the Secretary to the Committee. The Committee meets at least once a quarter. The terms of reference of the Audit Committee are as per the guidelines set out in Part C of Schedule II of the Listing Regulations. The primary objective of the Committee is to monitor and provide an effective supervision of the Management’s financial process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, the internal auditor and the statutory auditor and notes the processes and safeguards employed by each of them.
Four meetings of the Committee were held during the financial year ended March 31, 2016 on April 29, 2015, July 7, 2015, October 14, 2015 and January 8, 2016. The gap between no two meetings exceeded one hundred and twenty days. The quorum was present for all the above four meetings.
4. Nomination and Remuneration Committee
4.1 Details of the composition of the Nomination and Remuneration Committee and attendance of the members are as follows:
The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) & (2) of the Listing Regulations read with Section 178 of the Companies Act, 2013. The terms of reference of the Nomination and Remuneration Committee are as per the guidelines set out in Part D(A) of Schedule II of the Listing Regulations.
The Nomination and Remuneration Committee of the Company comprises of three NEDs all of whom are IDs namely Mr. Keki M. Elavia (Chairman), Mr. Raman Madhok and Ms. Kiran Dhingra.
Three meetings of the Committee were held during the financial year ended March 31, 2016 on April 29, 2015, January 8, 2016 and March 15, 2016 Mr. Keki M. Elavia, Chairman of the Nomination and Remuneration Committee was present at the AGM of the Company held on July 8, 2015.
4.2 Nomination and Remuneration Policy
The Company has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.goacarbon.com.
5. Share Transfer, Investors’ Grievance and Stakeholders Relationship Committee
5.1 Details of the composition of the Share Transfer, Investors’ Grievance and Stakeholders Relationship Committee, meetings and attendance of the members are as follows:
The Share Transfer, Investors’ Grievance and Stakeholders Relationship Committee of the Company is headed by a NED. Seventeen meetings of the Committee were held during the financial year ended March 31, 2016
5.2 Terms of reference
The Committee is empowered to consider and approve the physical transfer/transmission/ transposition of shares, issue of new/duplicate share certificates and oversees and reviews all matters connected with securities transfer. The Committee also specifically looks into the redressal of shareholders’ and investors’ complaints/ grievances pertaining to transfer/transmission of shares, non-receipt of share certificates, nonreceipt of annual report and non-receipt of dividend warrants etc.
5.3 Details of Shareholders’ complaints
During the year under review, the Company has received and resolved 3 complaints. The complaints received were resolved to the satisfaction of the shareholders. No complaints remained pending as on March 31, 2016.
5.4 Compliance Officer
Name, designation and address of Compliance Officer under Regulation 6(1) of the Listing Regulations: P. S. Mantri, Company Secretary
Goa Carbon Limited
Dempo House, Campal, Panaji, Goa – 403 001 Tel.: (0832) 2441354 Fax: (0832) 2427192 Email: firstname.lastname@example.org
6. Corporate Social Responsibility (CSR) Committee
In terms of Section 135 of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the Corporate Social Responsibility Policy of the Company and the activities included in the policy.
One meeting of the Committee was held during the financial year ended March 31, 2016 on March 15, 2016.
7. Project Review Committee
7.1 Details of the composition of the Project Review Committee, meetings and attendance of the members are as follows:
The Project Review Committee was constituted to review new projects and monitor the progress of the projects.
The Committee comprises of four directors namely Mr. Shrinivas V. Dempo, Chairman, Mr. Keki M. Elavia, Mr. Raman M. Madhok and Mr. Jagmohan J. Chhabra.
No meeting of the Committee was held during the financial year ended March 31, 2016.
8. Resources Raising Committee
8.1 Details of the Composition of the Resources Raising Committee, meetings and attendance of the members are as follows:
Constituted to review the proposal of raising equity / preference capital, considering the Company’s China Project as well as other projects in India, the Committee comprises of four directors namely Mr. Shrinivas V. Dempo, Chairman, Mr. Dara P. Mehta, Mr. Keki M. Elavia and Mr. Raman M. Madhok
9.2 Postal Ballot
For the financial year ended March 31, 2016, there has been no ordinary or special resolution passed by the Company’s shareholders through postal ballot. At the ensuing Annual General Meeting, there is no resolution proposed to be passed through postal ballot.
10. Means of Communication
The quarterly unaudited financial results were published in the Financial Express/Navhind Times (English Dailies) and Navprabha (Marathi Daily). The results were also displayed on the Company’s website at www.goacarbon.com. The shareholders can access the Company’s ebsite for financial information, shareholding information etc.
All price sensitive information and matters which are material and relevant to shareholders are intimated to the Stock Exchanges where the securities of the Company are listed. The Company submits to the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE) all compliances, disclosures and communications through BSE’s Listing Centre and NSE’s NEAPS portal. No presentations have been made to institutional investors/analysts during the financial year.
The Management Discussion and Analysis report is provided separately as a part of this Annual Report.
11.1 Related Party Transactions / Materially significant related party transactions
All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulations during the year were at an arm’s length price basis and in the ordinary course of business. These have been approved by the Audit Committee. In terms of Regulation 23(1) of the Listing Regulations, the Board of Directors has approved and adopted a policy on Related Party Transactions and the same has been uploaded on the website of the Company and can be accessed at: http://www. goacarbon.com/downloads/Related%20Party%20 Transaction%20Policy_GOA%20CARBON%20
During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no transactions between the Company and the Promoters, Directors or Management, their subsidiaries or relatives, etc. that had a potential conflict with the interests of the Company at large. The Register of Contracts containing transactions in which directors are interested is placed before the Board regularly.
11.2 Statutory Compliance, Penalties and Strictures
There were no instances of non-compliance or penalties, strictures imposed on the Company by Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority, on any matter related to capital markets, during the last three years.
11.3 Compliance with mandatory requirements and adoption of the non-mandatory requirements
The Company confirms that it has complied with all mandatory requirements prescribed in the Listing Regulations.
The Company has partially adopted the nonmandatory requirements. Disclosures of the extent to which the discretionary requirements have been adopted are given elsewhere in this report.
11.4 Policy for Determining Material Subsidiaries
In terms of Regulation 16(1)(c) of the Listing Regulations, the Company has formulated a Policy for Determining Material Subsidiaries and the same is available on the Company’s website. The Policy can be accessed at: http://www. oacarbon.com/downloads/Policy%20for%20 determining%20material%20subsidiaries_ GOA%20CARBON%20LIMITED.pdf
11.5 Commodity price risks or foreign exchange risks and hedging activities
This has been discussed in detail in the Management Discussion and Analysis Report, which forms part of the Directors’ Report.
11.6 Code of Conduct
In terms of Regulation 17(5) of the Listing Regulations, the Company has adopted the Code of Conduct for the Board Members and Senior Management of the Company which has been posted on the Company’s website www.goacarbon.com. Requisite annual affirmations of compliance with the code have been made by the Directors and Senior Management of the Company
11.6 Compliance Certificate from CEO / CFO
As required by Regulation 17(8) of the Listing Regulations, the CEO and CFO of the Company have furnished the Compliance Certificate of the financial statements for the year to the Board of Directors. The same is enclosed at the end of the report.
11.7 Whistle Blower Policy
The Company has in place a Vigil Mechanism / Whistle blower Policy. The policy provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.
11.8 Details of non-compliance with requirements of corporate governance report
The Company has complied with all the requirements of the corporate governance report as specified in sub-paras (2) to (10) of Part C of Schedule V of the Listing Regulations.
11.9 Details of compliance with corporate governance requirements
The Company has complied with the corporate governance requirements as stipulated in: l Clause 49 (excluding clause 49(VII)(E)) of the Listing Agreement of the Company with stock exchanges (“Listing Agreement”) for the period from April 1, 2015 to November 30, 2015.
l Clause 49(VII)(E) of the Listing Agreement for the period from April 1, 2015 to September 1, 2015.
l Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) for the period from September 2, 2015 to March 31, 2016 and
l Regulations 17 to 27 (excluding regulation 23(4)), clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulation”) for the period from December 1,2015 to March 31, 2016.
11.10 Auditors’ certificate on corporate governance
As required by the Listing Regulations, the compliance certificate from the auditors regarding compliance of conditions of corporate governance is annexed to the directors’ report.
12 General Shareholder Information
12.1 Annual General Meeting
Date and Time : Wednesday, July 6, 2016 at 10.30 a.m.
Venue : Dempo House, Campal, Panaji, Goa – 403 001
12.2 Financial Year Calendar (2016-17) (Tentative and subject to change
Results for quarter ending : June 30, 2016 By August 15, 2016
Results for quarter ending : September 30, 2016 By November 15, 2016
Results for quarter ending : December 31, 2016 By February 15, 2017
Results for quarter ending : March 31, 2017 By May 15, 2017
Annual General Meeting for the : year ending March 31, 2017 By September, 2017
12.3 Book Closure Date
The Company’s Share Transfer Books and Register of Members of equity shares shall remain closed from Friday, July 1, 2016 to Wednesday, July 6, 2016 (both days inclusive).
12.4 Listing of Equity Shares
The Company’s shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE).
The address of BSE and NSE are as follows
Name of Stock Exchange
Address & Contact details
Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Tel.: (022) 22721233 Fax: (022) 22721919 Website: www.bseindia.com
National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Tel.: (022) 26598100 Fax: (022) 26598120 Website: www.nseindia.com
The Listing fees for the year 2016-17 have been paid to BSE and NSE.
12.5 Stock Codes
Name of Stock Exchange Scrip Code
Bombay Stock Exchange Ltd. 509567
National Stock Exchange of India Ltd. GOACARBON
Demat ISIN Number in NSDL & CDSL : INE426D01013
12.8 Registrar and Share Transfer Agent
Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai – 400 078 Ph.: (022) 25946970 Fax: (022) 2594 6969 Email: email@example.com
12.9 Share Transfer System
Share Transfers in physical form can be lodged with the Company’s Registrar and Share Transfer Agents. The Board of Directors have delegated powers to the Registrar and Share Transfer Agents for effecting share transfers, splits, consolidation, sub-division, issue of duplicate share certificates, rematerialization and dematerialization etc., as and when such requests are received. Shares held in dematerialized form are traded electronically in the Depositories. As at March 31, 2016 no equity shares were pending for transfer.
As per the requirement of Regulation 40(9) of the Listing Regulations, the Company has obtained the half yearly certificates from a Company Secretary in Practice for due compliance of share transfer formalities.
The Company conducts a Reconciliation of Share Capital Audit on a quarterly basis in accordance with the Securities and Exchange Board of India (SEBI) requirements. The audit reports for the financial year under report have been filed with the stock exchanges within one month of the end of each quarter.
12.12 Dematerialisation of shares and liquidity
As on March 31, 2016, 95.65% of the Company’s paid-up capital representing 87,53,323 shares were held in dematerialized form as compared to 95.49% of the Company’s paid-up capital representing 87,38,412 shares as on March 31, 2015.
12.13 Outstanding GCRs/ADRs/Warrants or any Convertible instruments - Nil -
12.14 Plant Locations
Goa Plant St. Jose de Areal, Salcete, Goa – 403 709 Bilaspur Plant 34-40, Sector B, Sirgitti Industrial Area, Bilaspur – 495 004, Chattisgarh State Paradeep Plant Vill. Udayabata, P.O. Paradeepgarh, Dist. Jagatsinghpur, Odisha – 754 142
12.15 Address of the Subsidiary
GCL Global Resources SGP Pte Ltd. 133 Cecil Street #16-01, Keck Seng Tower, Singapore – 069 535
12.16 Address for correspondence Investor correspondence for transfer / dematerialisation of shares, queries relating to payment / revalidation of dividend on shares and any other query relating to the shares of the Company should be addressed to –
Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai – 400 078 Ph.: (022) 25946970 Fax: (022) 2594 6969 Email: firstname.lastname@example.org
Investor complaints, if any, may be addressed to –
P. S. Mantri, Company Secretary Goa Carbon Limited Dempo House, Campal, Panaji, Goa – 403 001 Tel.: (0832) 2441354 Fax: (0832) 2427192 Email:email@example.com
12.17 Status of compliance with discretionary requirements
The Listing Regulations requires disclosures of adoption by the Company of discretionary requirements as specified in Part E of Schedule II of the said regulations, which as the name suggests, the implementation of which is discretionary on the part of the Company. Accordingly, the adoption of the discretionary requirements is given below:
(a) The Board:
An office with required facilities for the nonexecutive Chairman is not provided and maintained by the Company. The Company also does not reimburse the expenses incurred by the non-executive Chairman in the performance of his duties.
(b) Shareholders Rights:
Since the quarterly, half yearly and annual financial results of the Company are posted on the Company’s website, these are not sent individually to the shareholders of the Company. Further, significant events are informed to the Stock Exchanges from time to time and then the same is also posted on the website of the Company under the ‘Investors’ section. The complete Annual Report is sent to every Shareholder of the Company.
(c) Modified opinion(s) in Audit Report:
It is always the Company’s endeavour to present unqualified Financial Statements. There is no audit qualification in the Company’s Financial Statements for the financial year ended March 31, 2016.
(d) Separate posts of Chairperson and Chief Executive Officer:
Mr. Shrinivas V. Dempo is the Chairman of the Company and Mr. Jagmohan J. Chhabra is the Whole-time Director of the Company designated as “Executive Director”.
(e) Reporting of Internal Auditor:
The Internal Auditor reports directly to the Audit Committee.