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GOCL Corporation Ltd.

BSE

  • 371.65 14.50 (4.06%)
  • Vol: 6685
  • BSE Code: 506480
  • PREV. CLOSE
    357.15
  • OPEN PRICE
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  • BID PRICE (QTY.)
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  • OFFER PRICE (QTY.)
    371.65(340)

NSE

  • 373.00 0.00 (0%)
  • Vol: 17738
  • NSE Code: GOCLCORP
  • PREV. CLOSE
    373.00
  • OPEN PRICE
    358.00
  • BID PRICE (QTY.)
    0.00(0)
  • OFFER PRICE (QTY.)
    0.00(0)

GOCL Corporation Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company will continue to be in the forefront of its diverse interests and sustain growth activities through emphasis on Total Quality Management, adoption of emerging technologies, innovation through research, good corporate governance, adherence to fair business practices and effective use of physical, technological, Research & Development (R&D), information and financial resources, thus fulfilling the aspirations of customers, shareholders, employees and financiers.

BOARD OF DIRECTORS

(A) Composition: The Board of Directors of the company headed by a Non-executive Chairman consists of the following Directors as on 31st March, 2015 as indicated below:

Information placed before the Board

Apart from the items that are required to be placed before the Board for its approval, the following are also tabled for the Board's periodic review / information, as applicable:

• Performance against plan including business-wise financials in respect of revenue, profits, cash flow, balance sheet, investments and capital expenditure.

• Periodic summary of all long term borrowings and applications thereof.

• Internal Audit findings (through the Audit Committee).

• Status of safety, security and legal compliance.

• Status of business risk exposures, its management and related action plans.

• Show Cause, demand and adjudication notices, if any, from revenue authorities, which are considered materially important.

• Information on strikes, lockouts, retrenchment, fatal accidents, etc., if any

• Write offs / disposals (fixed assets, inventories, receivables, advances, etc.)

(C) Brief profiles of the Directors being appointed/re-appointed have been given in the Directors' Report.

(E) Code of Conduct

The Board has laid down Code of Conduct for its Directors and Senior Management of the Company. The text of the Code of Conduct is uploaded on the website of the Company - www.gulfoilcorp.com . The Directors and Senior Management personnel have affirmed compliance with the Code applicable to them during the year ended 31st March, 2015. The Annual Report of the Company contains a Certificate duly signed by the Managing Director in this regard.

(F) Shares held by non- executive Directors

Mr.K N Venkatasubramanian held 2750 equity shares (of Rs. 2/- each) and Mr.M S Ramachandran held 1500 equity shares (of Rs. 2/- each) of the Company as on 31st March, 2015 and none of the other non-executive directors hold any shares in the Company.

AUDIT COMMITTEE

Terms of reference:

The terms of reference of Audit Committee encompass the requirements of Section 177 of Companies Act, 2013 and clause 49 of the Listing Agreement.

The terms of reference inter-alia includes :

1. Oversee the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment and removal of external auditor and fixation of audit fees and also approval of payment for any other services.

3. Reviewing, with the management, the annual financial statements before submission to the Board focusing primarily on:

• Any changes in accounting policies and practices.

• Major accounting entries involving estimates based on the exercise of judgment by management.

• Significant adjustments arising out of audit.

• The going concern assumption.

• Compliance with accounting standards.

• Compliance with stock exchange and other legal requirements relating to financial statements.

4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

5. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

6. Discussion with internal auditors any significant findings and follow up thereon.

7. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

8. Discussion with external auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

9. To Review in Company's financial and risk management policies.

10. To look into the reasons for substantial defaults in the payment to depositors, debenture holders. Further to the above the following additions were made by Board at its meeting held on 8th May 2014.

Mandate, Role and Responsibilities of the Audit Committee :

As specified under the Companies Act 2013, and the Rules made thereunder , Listing Agreement, SEBI Regulations and regulatory requirements that may come into force from time to time; and as may be mandated by the Board of Directors from time to time.

The Audit Committee consists of Independent Directors as members.

Meetings and Attendance:

Six Audit Committee Meetings were held during the year ended 31st March, 2015. The maximum time gap between any of the two meetings was not more than four months.

Company Secretary of the Company is the Secretary to the Committee.

Managing Director, Chief Financial Officer and Vice President-Internal Audit are invitees for all the Audit Committee Meetings. The Statutory Auditors of the Company are invited to join the Audit Committee in the meetings for discussing the financial results, financial statements and the Annual/Audited Accounts before placing it to the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

The terms of reference of Nomination & Remuneration Committee encompass the requirements of Section 178 of Companies Act, 2013 and clause 49 of the Listing Agreement.

The key role of this Committee is as follows:

• Provide oversight on Strategic Human Capital issues.

• Search for, evaluate, shortlist and recommend the incumbent for the position of Managing Director and other Directors and their engagement terms to the Board.

• Significant adjustments arising out of audit.

• The going concern assumption.

• Compliance with accounting standards.

• Compliance with stock exchange and other legal requirements relating to financial statements.

4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

5. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

6. Discussion with internal auditors any significant findings and follow up thereon.

7. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

8. Discussion with external auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

9. To Review in Company's financial and risk management policies.

10. To look into the reasons for substantial defaults in the payment to depositors, debenture holders. Further to the above the following additions were made by Board at its meeting held on 8th May 2014.

Mandate, Role and Responsibilities of the Audit Committee :

As specified under the Companies Act 2013, and the Rules made thereunder , Listing Agreement, SEBI Regulations and regulatory requirements that may come into force from time to time; and as may be mandated by the Board of Directors from time to time.

Company Secretary of the Company is the Secretary to the Committee.

Managing Director, Chief Financial Officer and Vice President-Internal Audit are invitees for all the Audit Committee Meetings. The Statutory Auditors of the Company are invited to join the Audit Committee in the meetings for discussing the financial results, financial statements and the Annual/Audited Accounts before placing it to the Board of Directors.

4. NOMINATION & REMUNERATION COMMITTEE

The terms of reference of Nomination & Remuneration Committee encompass the requirements of Section 178 of Companies Act, 2013 and clause 49 of the Listing Agreement.

The key role of this Committee is as follows:

• Provide oversight on Strategic Human Capital issues.

• Search for, evaluate, shortlist and recommend the incumbent for the position of Managing Director and other Directors and their engagement terms to the Board.

Report on Corporate Governance

• Evaluate and approve for appointment candidates recommended by Managing Directors for key senior positions.

• Review the Succession Plan for Critical Positions and suggest actions.

• Have the responsibility for setting the remuneration for the Managing Director and Whole Time Directors. Review remuneration for the Key Managerial Personnel of the Company. Remuneration in this context will include salary, and performance based variable component and any compensation payments, such as retiral benefits.

Further to the above the following additions were made by Board at its meeting held on 8th May 2014.

Mandate, Role and Responsibilities of the Nomination and Remuneration Committee :

As specified under the Companies Act 2013, Rules under the Companies Act 2013, Listing Agreement, SEBI Regulations and regulatory requirements that may come into force from time to time; and as may be mandated by the Board of Directors from time to time.

7. DISCLOSURES

RELATED PARTIES

There were no materially significant related party transactions which may have potential conflict with the interests of the Company. The Company maintains a Register of Contracts containing the transactions in which the directors are interested and same is placed before the Board. Transactions with related parties as required under Accounting Standard 18, Related party transactions are disclosed in Note 37 forming part of financial statements.

RISK MANAGEMENT

The Company has laid down procedures to inform the Board of the Directors about the Risk Management and its minimization procedures. The Audit Committee and the Board of Directors visit Managment issues periodically.

STRICTURES AND PENALTIES

There were no strictures or penalties imposed on the Company by either Stock Exchanges or SEBI or any Statutory Authority for non-compliance on any matter related to Capital Market during the last three years.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act 2013 and Clause 49 of the Listing Agreement, the Company has a vigil mechanism to deal with fraud and mismanagement. The details of the vigil mechanism are displayed on the website of the Company. The Audit Committee reviews the functioning of the vigil / whistle blower mechanism.

8. MEANS OF COMMUNICATION

The quarterly unaudited results and annual audited results are published in Business Standard and in the local newspaper -Andhra Prabha and are displayed on the Website of the Company www.gulfoilcorp.com . Official press releases and Official media releases are sent to stock exchanges and uploaded on the website of the Company. The Management Discussion and Analysis Report forms part of the Directors' Report.

9. GENERAL SHAREHOLDERS INFORMATION

Annual General Meeting:

Date - 23rd September 2015

Venue - Hyder Mahal, Hotel ITC Kakatiya, Begumpet, Hyderabad-500016.

Time - 2.30 pm

Financial Calendar (Tentative):

- Unaudited results for 1st quarter of next Financial Year - by 14th August, 2015

- Unaudited results for 2nd quarter of next Financial Year - by 14th November, 2015

- Unaudited results for 3rd quarter of next Financial Year - by 14th February, 2016

- Audited results for next Financial Year - by 29th May, 2016

Date of Book Closure - September 17, 2015 to September 23, 2015

Date of Dividend Payment - September 28, 2015 to October 23, 2015

Listing of Equity Shares

BSE Limited - Code 506480

National Stock Exchange of India Ltd - Code GULFCORP

Details of Share Transfer System:

The authority relating to approval of share transfers has been delegated to the Stakeholders Relationship Committee consisting of Mr. Ashok Kini, Chairman and Mr. Subhas Pramanik, Member (Mr.V Ramesh Rao up to 11th August 2014), the Committee has met four times during the year for approving transfers, transmissions, etc. Operations with regard to dematerialization are being complied with, in conformity with the regulations prescribed.

Dematerialization of shares and liquidity

4,84,72,117 shares were dematerialized amounting to 97.78% of the total paid up capital.

The name and designation of Compliance Officer : Mr. A Satyanarayana, Company Secretary

The Registrar and Share Transfer Agents are handling all the share transfers and related transactions. As on 31st March, 2015 there were no requests pending for demats / overdue beyond the due dates.

Plant Locations:

Energetics :

Energetics Division, Hyderabad.

Details of Addresses for Correspondence:

Registered Office : Gulf Oil Corporation Limited

Kukatpally, Sanathnagar (IE) PO Hyderabad - 500 018

Ph – 91 40 2381 0671 – 79 Fax – 91 40 2381 3860

E-mail: secretarial@gulfoilcorp.com , www.gulfoilcorp.com

Registrar and Share Transfer Agents :

Karvy Computershare Private Ltd.

Karvy Selenium Tower B Plot 31-32, Gachibowli Financial District, Nanakramguda Hyderabad –500032

Tel No.040-67161602 / 67161602 Fax No.040-23420814

Email: gulfoil@karvy.com ; einward.ris@karvy.com

ISIN for the Equity Shares :

IN E 077F01035

Dividend for the last three years :

2014-15: 100%

2013-14: 125%

2012-13: 110%

10. SUBSIDIARIES

The Company has one material unlisted Indian Subsidiary, IDL Explosives Limited. Mr.K N Venkatasubramanian and Ms.Kanchan Chitale, the Independent Directors on the Board of the Company are also directors on the Board of IDL Explosives Limted. Board Meeting Minutes of Subsidiaries are placed at the meetings of the Board of Directors. Annual Financial Statements of Subsidiaries are reviewed by Audit Committee and the Board of Directors.

11. NON MANDATORY REQUIREMENTS :

The Company has separate positions for Chairman and Managing Director. Presently, no other non-mandatory requirements have been adopted by the Company

By order of the Board of Directors

Ajay P. Hinduja

Chairman

Date : August 7, 2015