REPORT ON CORPORATE GOVERNANCE
In terms of Compliance to rRs.gulation 17 to 27 of the SEBI (LODR) RRs.gulation, 2015 Corporate Governance, your Company is complying with the guidelines. The report for current year is as follows:
1. Company's Corporate Governance Philosophy
The Company's is committed to achieve transparency and accountability, the basic parameters of Corporate Governance norms, across the operations of the Company and in its interaction with all the stakeholders, to establish an enduring relationship with and maximize the wealth of stake holders. The Company believes that these practices will not only result in sustainable growth of the company but will also result in meeting every stake holder expectations.
2. Board of Directors
I. The Board of Directors of the Company currently consists of 8 Directors.. The Managing Director manages the day-to-day affairs of the Company. The Board has an optimum combination of Executive and Non-Executive directors.
e) Disclosure of relationships between directors inter-se:
Mr. Gulabchand Pukhraj Surana and Mrs. Meena Surana are Husband and wife
Mr. Dipin Surana and Mr. Ravi Pukhraj Surana are son's of Mr. Gulabchand Pukhraj Surana and Mrs. Meena
f) Number of shares and convertible instruments held by non-executive directors NIL
g) Web link:
http://www.golkondaengineering.com// where details of familiarization programmes imparted to independent directors is disclosed.
Independent Directors Meeting
A meeting of the Independent Directors was held and was attended by the Independent Directors. The Independent Directors have evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Board. The Board was briefed on the deliberations made at the Independent Directors Meeting.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, 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, Nomination and Remuneration and other Committees. Structured questionnaires were prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's 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 participation in the meetings and contribution, independence of judgement, safeguarding the interest of the Company and other stakeholders etc.
The performance evaluation of the Independent Directors was carried out by the entire Board. Further, the performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors.
1. AUDIT COMMITTEE
The Audit Committee was constituted in terms of Section 177 of the Companies Act, 2013 and as per the provisions of Regulation 18 of SEBI (LODR) Reg.2015. The Audit Committee consists of a combination of Non Executive Director and Non Executive Independent Directors and assists the Board in fulfilling its overall responsibilities. The Company Secretary acts as the Secretary of the Committee.
i) Brief description of terms of reference
The terms of reference of the Audit Committee include the following:
1. 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;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013 b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Signifficant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions g.Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors of any signifficant findings and follow up there on;
15. 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;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Vigil mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and as per the role of committee specified under Part C of Schedule II
Explanation (i): The term "related party transactions" shall have the same meaning as provided in Regulation 23 of SEBI (LODR) Regulations,2015. ii) Composition, name of members and Chairperson
NOMINATION AND REMUNERATION COMMITTEE
Brief description of terms of reference
2. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
3. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
4. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
5. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.
6. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
7. To devise a policy on Board diversity
8. To develop a succession plan for the Board and to regularly review the plan; The Nomination and Remuneration Committee comprises of the following directors
d. Remuneration Policy
The Company's remuneration policy is driven by the success and performance of the individual employee and the Company. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process.
The compensation of the executive directors comprises of fixed component and also variable component based on the performance of the company as commission. The performance incentive/commission is determined based on certain pre-agreed performance parameters. The Executive Directors are not paid sitting fees for any Board / Committee meetings attended by them.
No Sitting fees was paid to any Director for the meeting of the board or committee attended by them during the Financial year 2015-16.
5. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Company has a Stakeholders Relationship Committee (SRC) of Directors to look into the Redressal of complaints of investors such as transfer or credit of shares, non receipt of dividend/notices/annual reports, etc.
(i) There are no significant related party transactions with the Company's Promoters, Directors, the Management or relatives that may have potential conflict with the interest of the Company at large. Related party transactions have been disclosed in Notes to the Annual Accounts (Refer Note 25). The Company has framed a Policy on Related Party Transactions and the same is available on website of the Company at http://www.golkondaengineering. com.
(ii) The Company has complied with all the requirements of the Listing Agreement with the Stock Exchanges as well as the regulations and guidelines of SEBI. No other penalty or strictures have been imposed on the Company by the Stock Exchanges, SEBI or any other statutory authority, on any matter relating to the capital markets, during the last three years.
(iii) The Company has established a Vigil mechanism to provide an avenue to raise concerns. The mechanism provides for adequate safeguards against victimization of employees who avail of it and also for appointment of an Ombudsperson who will deal with the complaints received. The policy also lays down the process to be followed for dealing with complaints and in exceptional cases, also provides for direct appeal to the Chairperson of the Audit Committee. During the year, no employee was denied access to Chairman of the Audit Committee.
(iv) The information on Directors seeking appointment/ re-appointment is provided in the notes to the notice of the Annual General Meeting under the heading "Directors seeking Appointment/Re-appointment at the ensuing Annual General Meeting".
(v) The Company has complied with all the mandatory requirements of Compliance with Corporate Governance requirements specified in Regulation 17-27 and clauses (b) to (i) of Sub- regulation(2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 an
(vi) The shareholding of the Non -Executive Directors in the Company as on March 31, 2016 is as under:
(vii) Pecuniary transactions with Non-Executive Directors
There were no pecuniary transactions with any of the Non-Executive Directors of the Company.
(x) As required under Schedule V E of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Statutory Auditor's certificate regarding compliance of corporate governance is given as an annexure to the Directors' Report.
(xi) As required under Schedule V E of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the declaration issued by the Chief Executive officer is provided in the Annual Report.
Compliance with Accounting Standards
In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant the relevant provision of the Companies Act, 2013 read with applicable Accounting Standards, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.
8. MEANS OF COMMUNICATION
(i) The Company does not send the quarterly results to each household of shareholders. The quarterly, half yearly, and annual results are intimated to the stock exchanges.
(ii) The Company posts all the vital information relating to the Company and its performance / results including the press releases on its web site http://www.golkondaengineering.com for the benefit of the shareholders and public at large.
(iii) The presentations made to the investors are also uploaded on the website of the company.
(iv) SEBI Complaints Redressal System (SCORES):SEBI has initiated SCORES for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints. The company is in compliance with the SCORES and redressed the shareholders complaints well within the stipulated time.
(v) The Management Discussion and Analysis Report is attached and forms part of the Annual Report
(vi) Reconciliation of share capital Audit (Formerly Secretarial Audit Report): A qualified practicing company secretary carried out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The Reconciliation of share capital Audit (Formerly Secretarial Audit Report) confirm that the total issued / Paid-up capital is in agreement with the total number of shares in physical form and the total number of Dematerialized shares held with NSDL and CDSL.
(vii) As per the vigil mechanism applicable to the company, there is an ombudsman who is
(viii) responsible for its implementation.
A Dash board containing the risks identified if any, will be placed to the audit committee and measures taken by the management will be discussed to mitigate.
9. MEASURES FOR PREVENTION OF INSIDER TRADING
In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2016, the company framed a Code of Conduct for Prevention of Insider Trading and Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information for its directors and designated employees. The code lays down guidelines, which mandates the directors and designated employees on the procedures to be followed and disclosures to be made while dealing with the shares of the company and also appraises the consequences for the violations. Details of the code for prevention of insider trading is available at the company's website viz http://www.golkondaengineering.com
i. 10. GENERAL SHAREHOLDER' INFORMATION:
ii. Date, Time & Venue of
AGM Date : 02nd July, 2016 Time : 11.00 a.m
Venue: 1-7-241/11/D, Ramalaya, 3rd Floor S.D.Road Secunderabad - 500003
iii. Financial Year : April 1, to March 31,
iv. Listing on Stock Exchanges Bombay Stock Exchange Ltd, (BSE) P.J Towers, Dalal Street, Mumbai - 400 001
v. Stock Code/Symbol BSE : 512107
vi. Annual Listing fees to Stock Exchanges (NSE/BSE) Listing Fees as applicable have been paid.
vii. Dividend payment date : NA
viii. Registrar and Transfer Agents
Bigshare Services Pvt. Ltd.306, Right Wing, Amrutha Ville, Opp.Yasodha Hospital, Somajiguda,
Raj Bhavan Road, Hyderabad - 500 082. Tel: 91-40-2337 4967 2337 0295 Fax: 91-40-2337 0295 E-mail: email@example.com
ix. Share Transfer System : All the transfers received are processed and approved by the Registrar and Transfer Agents and same is reviewed by the Stakeholders relationship Committee.
x. Distribution of Shareholding As per Annexure below
xi. Dematerialization of shares and Liquidity As on March 31, 2016, 100% Shares are in Physical form
xii. Outstanding GDRs/ADRs/ Warrants or any Convertible Instruments, conversion date and likely impact on equity: As on March 31, 2016, there were no outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments of the Company.
xiii. Commodity price risk or foreign exchange risk and hedging activities; Not Applicable
xiv. Plant locations/offices; The company operates from Plot No. 135 IDA, Mallapur, Hyderabad-500076
xv. Registered Office/ address for correspondence Investor correspondence may be addressed to: Bigshare Services Pvt. Ltd.
306, Right Wing, Amrutha Ville, Opp.Yasodha Hospital, Somajiguda, Raj Bhavan Road, Hyderabad - 500 082. Tel: 91-40-2337 4967 2337 0295 Fax: 91-40-2337 0295 Email: bsshyd@bigshareonli ne.com for Correspondence to the Company:
Mr. Laxmikanth Reddy Patlolla Manager & Compliance officer 1-7-241/11/D, Ramalaya, 3rd Floor S.D.Road Secunderabad -500003Telephone No: 040-65595929 E-mail:firstname.lastname@example.org Website:http:www.golkondaengineering. com
xvi. Market Price Data High, Low during each month in last Financial year: Trading is suspended for the company
xvii. Performance in comparison to BSE Sensex and S&P CNX Nifty : Trading is suspended for the company
xviii. Capital Build up during the Financial Year
During the year under review there is no change in the authorised and Paid up capital of the Company:
COMPLIANCE WITH REGULATION MANDATORY REQUIREMENTS
The Company complied with all the applicable mandatory requirements of the listing agreement and is also submitting a quarterly compliance report duly certified by compliance officer of the company to the stock exchanges within the time frame prescribed under regulations. At present, other non-mandatory requirements have not been adopted by the Company
Details of unclaimed shares
The Company is required to open an unclaimed suspense account with a depository participant and transfer all the unclaimed share certificates of members after giving three reminders.
As on March 31, 2016 your Company has 41,45,070 equity shares in Physical form There are no shares pending credit to the members. Hence, the balance in the unclaimed suspense account isnil.
Green Initiative for Paperless Communications:
The Ministry of Corporate Affairs ("MCA") has taken a "Green Initiative in Corporate Governance" by allowing paperless compliances by Companies through electronic mode. In accordance with the recent circular bearing no.17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 issued by the Ministry of Corporate Affairs, Companies can now send various notices/documents to their shareholders through electronic mode to the registered e-mail addresses of the shareholders. This is a golden opportunity for every shareholder of the Company to contribute to the Corporate Social Responsibility initiative of the Company.
This move by the Ministry is a welcome move, since it will benefit the society at large through reduction in paper consumption and contribution towards a greener environment. Additionally, it will avoid loss in postal transit, save time, energy and costs.
Pursuant to the said circular, the company has forwarded e-mail communication on June 13, 2011 to all share holders whose email id were registered in the Depository records that the company intends to use the said e-mail id to send various Notices/ Correspondences etc .
By Understanding the underlying theme of the above circulars, to support this green initiative of the Government in full measure, the company is sending the documents like notice convening general meetings, financial statements, directors reports, auditor's report etc to the email address registered with the depositories by the share holders holding shares in electronic form and for shareholders holding shares in physical form, the physical copy to the address registered with the Registrar and Share transfer Agents of the Company.
In this regard, we request share holders who have not registered their email addresses, so far to register their email addresses, in respect of electronic holding with depository through their concerned depository participants and Members who hold shares in physical form are requested to send the required details to the Registrar and Share Transfer Agent, Bigshare Services Pvt. Ltd. 306, Right Wing, Amrutha Ville, Opp.Yasodha Hospital, Somajiguda, Raj Bhavan Road, Hyderabad - 500 082
For guidance on depository services, Shareholders may write to the Company or to the
National Securities Depository Ltd. Trade World, 4th Floor Kamala Mills Compound, Senapati Bapat Marg, Lower Parel,Mumbai-400013.Tel : 091-022-24994200Fax:091 -022-24972993/249763 51 Email : email@example.com s may write to the Company or to the
Central Depository Services (India) Ltd. Phiroze Jeejeebhoy Towers, 17th Floor, Dalal Street,Mumbai - 400023. Tel : 091-022-22723333Fax : 091-022-22723199 Email: firstname.lastname@example.org
Code of Conduct for Board of Directors and Senior Management
The code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A DRs.claration signed by furnished here under as Annexure A copy of the Code of Conduct applicable of Management has been placed on the Web site of the company he Managing Dicector is r the Boa fan dy Senior y /