CORPORATE GOVERNANCE FOR THE FINANCIAL YEAR 2014-15
1. COMPANY'S PHILOSOPHY
The Company aims at not only its own growth but also to maximize returns of its shareholders, employees, customers, and also the general public. In order to achieve this endeavor, your Company continuously strives to improve its level of overall efficiency through good corporate governance, which entails transparency, professionalism and accountability in all its operations.
Corporate Governance is the mechanism by which the values, principles, policies and procedures of an organization are inculcated and manifested.
At Goldcrest Corporation Limited ("GCL"), Corporate Governance is an article of faith that is integral to its core values. The Company's management is a trustee on behalf of shareholders and is driven by attempts to maximize long-term shareholder value. The Management is committed to good Corporate Governance and its adherence to the best practices in its true spirit,,at all times. The Company comprises of a Board that is fully aware of its fiduciary responsibilities in the widest sense of the term.
2. ETHICS/GOVERNANCE POLICIES
At GCL, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:
• Code of Conduct
• Code of Conduct for prevention of Insider Trading
• Whistle Blower Policy
• Policy for determining Material Subsidiaries
• Related Party Transactions Policy
• Remuneration Policy
• Evaluation Criteria for Directors
3. BOARD OF DIRECTORS
The Board of Directors of Goldcrest Corporation Limited as at 31st March, 2015 was comprised of four members, which includes 1 (One) Chairman cum Managing Director, 1(One) Non-Executive Woman Director and 2(Two) Independent Directors. The day to day management of the Company is conducted by the Managing Director subject to the supervision and overall control of the Board.
None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees (Committees being Audit Committee & Stakeholders Relationship Committees, as per Clause 49 II (D) (2) of the Listing Agreement), across all the companies in which he/she is Director. The necessary disclosures regarding committee positions have been made by all the Directors. None of the Directors holds office in more than 20 companies and in more than 10 public companies.
** Mr. Tushar T. Tanna resigned from the designation of Managing Director and continued as Chairman and NonExecutive Director of the Company w.e.f. 1st April, 2015.
*** Mrs. Anupa Tanna Shah was appointed as Additional Non-Executive Director by Board of Directors w.e.f. 30th July, 2014 and her appointment was confirmed by the members in the Annual General Meeting held on 19th September, 2014. Subsequently, the Board appointed Mrs. Anupa Tanna Shah as Managing Director w.e.f. 1st April, 2015 for a period of 5 years subject to the approval of members.
The shareholders in its last Annual General Meeting held on 19th September, 2014 appointed both Independent Directors to hold office for a term of five consecutive years for a term up to 31st March, 2019. A formal letter of appointment was issued to each Independent Director pursuant to the provisions of the Companies Act, 2013. None of the Independent Directors of the Company are serving as independent director in more than seven listed companies.
Meeting of Independent Directors
The Company's Independent Directors meet at least once in every financial year without the presence of any Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views.
The Separate Meeting of Independent Director pursuant to Clause 49 of the Listing Agreement and Companies Act, 2013 was held on 11th February, 2015.
Familiarisation programmes for Independent Directors
The Independent Directors of the Company are provided with the necessary documents/brochures, reports and internal policies to enable them to be familiar with the Company's procedures and practices.
The details of such familiarization programs for Independent Directors are posted on the website of the Company and can be accessed at <http://www.goldcrestgroup.com/wpcontent/files/Directors> Familiarisation programme.pdf
INFORMATION TO THE BOARD
The Board of Directors has complete access to the information within the Company, which inter alia includes-
• Quarterly Results of the Company and its operating divisions or business segments.
• Minutes of the meetings of the Board of Directors and Committees of the Board.
• Minutes of the Board Meetings of material subsidiaries.
• Company's Annual Financial Results, Financial Statements, Auditors Report and Board's Report
• Formation / reconstitution of Board Committees
• Appointment, remuneration and resignation of Directors
• Disclosure of Directors' Interest and their shareholding
• Appointment of Internal Auditors
• Dividend Declaration
• Significant changes in accounting policies and internal controls
• Declaration of Independent Directors at the time of appointment / annually
• Appointment or removal of the KMP and Officers one level below KMP
• Appointment of and fixing of the remuneration of the Auditors as recommended by the Audit Committee.
• Reconciliation of Share Capital Audit Report under SEBI (Depositories and Participants)Regulations, 1996
• Show Cause Notice, demand, prosecution notices and penalty notices, which are materially important.
• Proposals for major investments, mergers, amalgamations and reconstructions
• Entering into loans and investment of surplus funds
• Borrowing of monies, giving guarantees or providing security in respect of loans.
BOARD MATERIALS DISTRIBUTED IN ADVANCE
The agenda and notes on agenda are circulated to Directors in advance, and in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda.
POST MEETING FOLLOW UP MECHANISM
The important decisions taken at the Board/ Committee Meetings are communicated to the concerned departments/ subsidiary company promptly.
CODE OF CONDUCT
The Board has formulated a code of conduct for the Board members and senior management of the Company. The Code of Conduct of the Company was revised during the year to align the same with the requirements of revised clause 49 of the Listing agreement. A copy of the Code has been put on the Company's website (www.goldcrestgroup.com). The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually. A declaration signed by the Company's Chairman and Managing Director & CEO is published in this Report.
The Company's Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure B to the Directors' Report. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors.
The Company's remuneration policy is directed towards rewarding performance based on a review of achievements periodically. The remuneration policy is in consonance with the existing industry practice
4. BOARD COMMITTEES
The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/ activities that concern the Company. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles that are considered to be performed by members of the Board, as a part of good Corporate Governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. All business transacted by the Board Committees are placed before the Board for noting.
The Board has currently established the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Risk Management Committee
The Audit Committee as constituted by the Board of Directors comprised of the following:
There were Four(4) meetings held during the Financial Year 2014-15 on 9th May 2014, 30th July, 2014, 20th October, 2014 and 11th February, 2015. and resigned as member of Committee w.e.f. 1st April, 2015.
Mr. Kishore M. Vussonji, the Chairman of the Audit Committee, was present at the Annual General Meeting of the Company held on 19th September, 2014.
The Committee's composition meets with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial/ accounting expertise/exposure.
POWERS OF THE AUDIT COMMITTEE INTER ALIA, INCLUDES THE FOLLOWING
• To investigate any activity within its terms of reference
• To seek information from any employees
• To obtain outside legal or other professional advice
• To secure attendance of outsiders with relevant expertise if considered necessary.
THE TERMS OF REFERENCE OF THE AUDIT COMMITTEE INTER ALIA, INCLUDES THE FOLLOWING:
• Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
• Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
• Recommendation for appointment, remuneration and terms of appointment of the auditors of the Company;
• Review and monitor the auditors' independence, performance and effectiveness of the audit process;
• Examination of the financial statements and the auditors' report thereon;
• Approval or any subsequent modification of transactions of the Company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Monitoring the end use of funds raised through public offers and related matters.
INTERNAL CONTROLS AND GOVERNANCE PROCESS
The Company has appointed M/s. M.V.Ghelani & Co. Chartered Accountants as Internal Auditors to review and report on the internal control system. The report of the internal auditors is reviewed by the Audit Committee. The Internal Auditors submit their recommendations for the Audit Committee and provide their road map for future
NOMINATION AND REMUNERATION COMMITTEE
In compliance of Section 178 of Companies Act, 2013 the Board renamed the Remuneration committee as "Nomination and Remuneration Committee". Your Board has re-constituted the Nomination and Remuneration Committee which now comprises of the following:
Mr. Tulsidas J. Tanna resigned from the committee w.e.f. 30th July, 2014
** Mrs. Anupa Tanna Shah was appointed as Member of the committee by the Board of Directors w.e.f. 30th July, 2014 and resigned as a member of the Committee w.e.f. 1st April, 2015. Mr. Tushar T. Tanna is appointed as Member of the Committee w.e.f. 1st April, 2015.
The Committees Constitutions and terms of reference are in Compliance with the provisions of the companies Act, 2013 and clause 49 of the Leasting Agreement.
The Remuneration policy of the Company contains a policy on Remuneration to Directors, KMPs, Senior Management Personnel & Other Employees.
While deciding on the remuneration for Directors, the Board and Nomination & Remuneration Committee consider the performance of the Company, the current trends in the industry, the director's participation in Board and Committee meetings during the year and other relevant factors.
The Performance of the Company and individual Performance as well as Employees Potential Criticlcality and
Longevity in the grade are Considerd while Determining Remuneration to the Employees.
The details of remuneration paid to the Directors are given in Form MGT-9 forming part of the Directors Report.
THE TERMS OF REFERENCE OF THE NOMINATION AND REMUNERATION COMMITTEE INTER-ALIA ARE AS UNDER
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of Independent Directors, Committees of the Board and the Board;
• Devising a policy on Board diversity;
• Identification of persons who are qualified to become Directors / Senior Management in accordance with the criteria laid down.
• Recommend to the Board for appointment and removal of Director(s).
• Recommend to the Board a policy, relating to the remuneration for Directors, Key Managerial Personnel and Other employees.
• To carry out any other function as is mandated by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.
REMUNERATION OF NON-EXECUTIVE / EXECUTIVE DIRECTORS
All decisions relating to the remuneration of the Directors were taken by the Board of Directors of the Company and in accordance with the Shareholders' approval wherever necessary.
Your company pays sitting fees of Rs. 10,000/- for each Board meeting attended by the Directors except to Executive Directors. st April, 2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In compliance with the provisions of the Listing agreement and Section 178 of the Companies Act, 2013, your Company re-constituted this committee as "Stakeholders Relationship Committee". This committee of the Board of your Company looks into various issues relating to shareholders/investors including transfer and transmission of shares held by shareholders in physical format as well as non-receipt of dividend, Annual Report, shares after transfer and delays in transfer of shares. The committee also looks into issues including status of dematerialization/ rematerialization of shares and issue of duplicate share certificates and tracks investor complaints and suggests measures for improvement from time to time.
TERMS OF REFERENCE
The role of the Stakeholders Relationship Committee includes, inter-alia, the following
• Consider and resolve grievances of the security holders of the Company.
• Oversee and review all matters connected with the transfer of the Company's securities.
• Oversee the performance of the Company's Registrar and Transfer Agents.
• Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.
The Stakeholders Relationship Committee of the Board comprises:
RISK MANAGEMENT COMMITTEE
Evaluation of business risk and managing the risk have always been an ongoing process in your Company. The Company has set up a robust risk management framework to identify, monitor and minimize risk and also to identify business opportunities. The Risk Management Committee was formed w.e.f. 11th February, 2015. The objectives and scope of the committee comprises of an oversight of risk management performed by the executive management, review BRM policy and framework in line with local legal frame work and SEBI guidelines and defining of the framework in identification, assessment, monitoring, mitigation and reporting risk.
TERMS OF REFERENCE
The role of the Risk Management Committee includes the following:
• framing, implementing and monitoring the risk management plan
• procedures to inform Board members about the risk assessment and minimization procedures
In accordance with Clause 49(III) of the Listing Agreement with Stock Exchanges, the financial statements of subsidiary companies and all investments are reviewed by the Board, given the Board's rights and obligations to manage such companies in the best interest of their stakeholders.
The Company does not have any material unlisted subsidiary, and hence, is not required to nominate an Independent Director of the Company on the Board of any subsidiary. The Company monitors the performance of its subsidiary companies, inter alia, by the following means:
• Minutes of the Board meetings of the unlisted subsidiary companies are placed before the Company's Board regularly.
• A statement containing all significant transactions and arrangements entered into by the unlisted subsidiary companies are placed before the Company's Board.
• During the year, there were no transactions of material nature with Directors, Management, their relatives or subsidiaries,that had potential conflict with the interests of the Company.
• Details of all related party transactions forms a part of the accounts as required under Accounting Standards (AS) 18 and the same forms part of the Annual Report.
• The Company has followed all relevant Accounting Standards notified by the Companies (Accounting Standards) Rules, 2011 while preparing the Financial Statements.
• There were no instances of non-compliance on any matter relating to Capital Markets, during the last three years.
The Company established a Whistle Blower mechanism in compliance with Clause 49 II (F) and no personnel had been denied access to the audit committee under the Whistle Blower Policy.
12. GENERAL SHAREHOLDERS' INFORMATION
Date and Time of 32nd Annual General Meeting
28th September, 2015 at 10.30 A.M.
Venue : Devidas Mansion, 3rd Floor, Mereweather Road, Colaba, Mumbai - 400039
Financial Year 01/04/2014 to 31/03/2015
Book Closure Date Tuesday, 22nd September, 2015 to Monday, 28th September, 2015 (Both days inclusive)
Dividend Payment Dates On or after 28th September, 2015
Stock Exchange where the Company's shares are listed BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Towers, Mumbai - 400001 Payment of Listing Fees Paid up to financial year 2015-16
Stock Code - Physical 505576
ISIN Number for NSDL & CDSL INE505D01014
Corporate Identification Number (CIN) L74999MH1983PLC029408
REGISTRAR & SHARE TRANSFER AGENTS
Purva Sharegistry (India) Pvt. Ltd. Regd. Office:
9, Shiv Shakti Industrial Estate, Gr. Floor, Sitaram Mill Compound, J.R. Boricha Marg, Lower Parel, Mumbai 400 011 Tel. No.: 022 - 2301 6761 / 2301 8261 Fax No.: 022 - 2301 2517 Email: firstname.lastname@example.org
SHARE TRANSFER SYSTEM
Share transfer in physical form can be lodged with M/s. Purva Sharegistry (India) Pvt. Ltd., at the above mentioned
OUTSTANDING GDRS/ADRS/WARRANTS OF ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY:
As on 31st March 2015, the Company did not have any outstanding GDRs/ADRs/Warrants or any Convertible instruments.
ADDRESS OF CORRESPONDENCE
Devidas Mansion, 3rd Floor, Mereweather Road, Colaba, Mumbai 400 039
1) 701, Crossway Complex, Jamnagar - 361008, Gujarat.
2) A-11, Basni Anaj Mandi, Jodhpur - 342009, Rajasthan