CORPORATE GOVERNANCE REPORT
Corporate Governance is the combination of voluntary practices and compliance with laws and regulations leading to effective control and management of the Organisation. Good Corporate Governance leads to long term shareholder value and enhances interest of other stakeholders. Gontermann-Peipers (India) Limited ('GPIL') is committed to the adoption of and adherence to the best Corporate Governance practices at all times and continuous efforts and focus are made towards ensuring fairness and transparency in all its dealings with Stakeholder's including society at large.
GPIL Equity shares are presently listed on BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE), GPIL's constant endeavour is to adopt the best Corporate Governance practices keeping in view the international codes of Corporate Governance and practices of well-known global companies. GPIL's compliance with requirements of revised Clause 49 of Listing Agreement is presented in the subsequent sections of this Report.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company has complied with the principles and practices of good Corporate Governance. The Company's philosophy is to attain transparency and accountability in its relationship with all the stakeholders comprising regulators, employees, customers, vendors, investors and the society at large, ensuring a high degree of regulatory compliance. Your Company firmly believes that a good governance process represents the foundation of corporate excellence. We have adopted various codes and policies to carry out our duties and responsibilities in ethical manner.
BOARD OF DIRECTORS
The Board has a strength of 8 (eight) Directors as on 31st March, 2015 comprising of 1 (one) Executive Director, 3 (three) Non-Executive Director including 1 (one) woman Director, 4 (four) are Non-Executive Independent Directors. The Chairman of the Board is Non-Executive Director.
The members on the Board possess adequate experience, expertise and skills necessary to manage the affairs of the Company in the most efficient and coherent manner.
None of the Directors on the Board serve as an Independent Director of more than 7 (seven) listed companies across all companies in which he /she is a Director. Further, the Director on the Board serving as a whole time Director in a listed company is not serving as an Independent Director of more than 3 (three) listed companies across all companies in which he / she is a Director. None of the Directors on the Board is a member of more than 10 (ten) committees and Chairman of more than 5 (five) committees across all companies in which he / she is a Director. Further, in compliance with Section 165 of the Companies Act, 2013, none of the Directors on the Board hold directorship in more than 20 (twenty) companies at the same time with the directorship in public companies not exceeding 10 (ten). All the Directors have made necessary disclosures regarding directorship / committee positions occupied by them in other companies in accordance with revised Clause 49 of the Listing Agreement with the Stock Exchanges and Companies Act, 2013.
The Company has taken a Directors' and Officers' Liability Insurance Policy for an amount of Rs. 50,000,000 /-(Rupees five Crores only) in order to safeguard and protect the interests of the Directors from any contingent liabilities.
The Agenda papers along with the explanatory notes for Board meetings are circulated well in advance to the Directors. In some instances, documents are tabled at the meetings and presentations are also made by the respective executives on the matters related to them at the Board meetings. Every Board Member is free to suggest items for inclusion in the Agenda.
None of the Directors are related to each other Directors except Ms. Shristi Mittal, who is the daughter of Mr. Pramod Kumar Mittal.
INDEPENDENT DIRECTORS (IDs)
In accordance with the provisions of Companies Act, 2013 and clarifications/ circulars issued from time to time, the Company has appointed Mr. Mahesh Trivedi (DIN: 00050785), Prof. Manoj Kumar Mitra (DIN:00050929), Dr. Shekhar Chaudhuri (DIN:00052904) and Prof. Binay Bhusan Chakrabarti (DIN:00476582) as Independent Directors to hold office for a tenure of five consecutive years (w.e.f 1st April, 2014) at its forty-fifth Annual General Meeting (AGM) held on 10th September, 2014. In this regard, the Company has issued formal letter of appointment to the Independent Directors and the same is also hosted on the website of the Company(www.gontermann-peipers.com <).
Prof. Binay Bhushan Chakraborti, Independent Director has resigned from the Board with effect from 7th November, 2014. The Board of Directors at their meeting held on 31st March, 2015 appointed Dr. Buddhadeb Duari as an Additional Director (Category: Independent). All the Independent Directors have confirmed that they meet the independence criteria as mentioned in Companies Act, 2013 and Listing Agreement.
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met on March 31, 2015 without the presence of the Executive, Non-Executive Directors and Management Representatives and interalia discussed :
• The performance of non-Independent Directors and the Board as a whole;
• The performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and
• The quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
In terms of Clause 49(II)(B)(7) of the Listing Agreement, the Company is required to conduct the Familiarisation Programme for Independent Directors (IDs) to familiarise them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives.
During the year 2014-15, the management made various presentations to the Independent Directors covering interalia the Company's business, model, operations, Organisation structure, finance, sales and marketing, human resource, technology, research & development, quality of products and risk management as a part of familiarisation programme for the Independent Directors.
The Company Secretary regularly apprises the Board about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules there under.
The details of such familiarization programmes for Independent Directors are placed on the website of the Company and can be accessed through the link: www.gontermann-peipers.com
Nomination and Remuneration Committee ('NRC') of the Company approved and recommended an Evaluation Policy during the year, which was adopted by the Board of Directors at their meeting held on 12th February, 2015. The policy provides for evaluation of the Board, the Committee of the Board and Individual Directors, including the Chairman of the Board. The policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annual basis.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on the parameters such as level of engagement and contribution, independence of judgement. 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.
The Directors expressed their satisfaction over the entire evaluation process and results thereof.
During the financial year 2014-15, 5 (five) Board Meetings were held on 29th May, 2014, 11th August, 2014, 12th November, 2014, 12th February, 2015 and 31st March, 2015. The last Annual General Meeting was held on 10th September, 2014. The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred and Twenty) days.
The probable dates of the Board meetings for the forthcoming year are decided well in advance and published as part of the Annual Report.
The Board meets at least once a quarter to review the quarterly results and other items of the agenda. Whenever necessary, additional meetings are held. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Meetings are governed by structured agenda and all major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. The Company effectively uses electronic mode to enable the participation of Directors who could not attend the same due to some urgency.
The information as specified in Annexure X to Clause 49 of the Listing Agreement is regularly made available to the Board, whenever applicable, for discussion and consideration. Considerable time is spent by the Directors on discussions and deliberations at the Board Meetings.
The important decisions taken at the Board/Committee(s) meetings are promptly communicated to the concerned departments/divisions. Action Taken Report on the decisions of the previous meeting(s) is placed at the immediately succeeding meeting of the Board/Committee(s) for information and review by the Board/Committee(s).
1. Mr. Vinod Kothari, Ceased to be Director w.e.f 21st April, 2014.
2. Prof. Binay Bhusan Chakrabarti, Ceased to be director w.e.f. 7th November, 2014.
3. Dr.Buddhadeb Duari appointed as Additional Director in the Category of Independent Director w.e.f 31st March, 2015.
* Attendance also includes attended through video conferencing.
# Excludes directorships in Private Companies, Foreign Companies, Companies under Section 8 of the Companies Act, 2013 and Alternate Directorships.
$ Chairmanship/Membership of Board Committees include only Audit Committee and the Stakeholder's Relationship Committee.
COMMITTEES OF THE BOARD
The Board has constituted various Committees consisting of Executive and Non-Executive Directors to focus on the critical functions of the Company. The Board Committees play a crucial role in the governance structure of the Company and are being set out to deal with specific areas/activities which concern the Company and need a closer review. They are set up under the formal approval of the Board, to carry out the clearly defined role which is 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.
The Board has various Committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Finance Committee, Risk Management Committee, Project Management Committee, Share Allotment Committee as on March 31, 2015. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval. The minutes of the meetings of all Committees are placed before the Board for review.
The terms of reference for the various Committees including their roles and powers is in accordance with the relevant provisions of Companies Act, 2013, revised Clause 49 of the Listing Agreement and all other applicable rules and regulations issued by the concerned Regulators from time to time. Each of the Committees has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its function.
The Composition and terms of reference of the Committee satisfy the requirements Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. All the members of the Audit Committee are financially literate and have requisite experience in financial management. Internal Auditors and the Chief Financial Officer of the Company attend the meetings of the Audit Committee and the Company Secretary acts as the Secretary to the Audit Committee. The Statutory Auditors of the Company are invited to attend the Audit Committee meetings. The Committee also invites senior executives, as it considers appropriate, to be present at the meetings of the Committee. The Chairman of Audit Committee is an Independent Director and have also attended the last Annual General Meeting of the Company.
The terms of reference of this Committee includes oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible, recommending appointment, remuneration and terms of appointment of auditors, reviewing / examining quarterly and annual financial statements and auditor's report thereon before submission to the Board for approval, evaluate Company's internal financial controls and risk management systems, reviewing performance of statutory and internal auditors and adequacy of internal control systems, reviewing the functioning of the Whistle Blower Mechanism and all other matters specified for Audit Committee in Section 177 of the Companies Act, 2013, Companies (Meetings of Board and its Powers) Rules, 2014 and Listing Agreement with the Stock Exchanges.
M/s. Das & Prasad, Internal Auditors of the Company reports to the Audit Committee from time to time. The Company's system of internal controls covering financial and operational activities, compliances, IT applications, etc. are reviewed by the Internal Audit Department and presentations are made to the Audit Committee on the findings of such reviews.
During the financial year, 4 (four) Audit Committee meetings were held on 29th May, 2014, 11th August, 2014, 12th November,2014 and 12th February,2015.
The details of Compositions of Audit Committee and the number of meeting held and attended by the members during the financial year ended 31st March, 2015 are as below:-
Stakeholders' Relationship Committee
In terms of Section 178 of the Companies Act, 2013 and the Clause 49 of the Listing Agreement, the Board re-named the then 'Shareholders / Investors Grievance Committee' as the 'Stakeholders' Relationship Committee'. Stakeholders' Relationship Committee's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.
The Company has set up a dedicated e-mail id i.e, firstname.lastname@example.org for investors to send their grievances.
With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading as per SEBI(Prohibition of Insider Trading Regulation), 2015 on 29th May, 2015.
Nomination and Remuneration Committee
In terms of Section 178 of the Companies Act, 2013 and the Clause 49 of the Listing Agreement, the Board re-named the then Remuneration Committee as Nomination and Remuneration Committee. Nomination and Remuneration Committee's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.
During the financial year the Nomination and Remuneration Committee meetings were held on 29th May, 2014 , 12th November, 2014, 12th February, 2015 and 31st March, 2015.
The Broad terms of reference of the Nomination and Remuneration Committee are as follows:-
• Identification of persons who are qualified to become directors and who may be appointed in senior management;
• Evaluation of director's performance;
• Formulation of criteria for determining qualifications, positive attributes and independence of a director;
• Recommendation to the Board, a remuneration policy for the directors, KMP and other employees;
• Ensuring the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors;
• Devise a policy on Board diversity;
• Ensuring remuneration to directors, KMP and senior management involves a balance between fixed and incentive pay. The link to the Remuneration Policy has been provided elsewhere in the Annual Report.
Risk Management Committee
The Board of Directors at their meeting held on 12th August, 2013 has constituted a Risk Management Committee as per the requirement of clause 49 of the Listing Agreement.The Board has also defined the roles and responsibilities of the Risk Management Committee in accordance with the provision of the Clause 49 of the Listing Agreement. No meeting was held during this financial year.
No meetings of other Committees were held during the financial year 2014-15.
The Company's Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed with Director's Report of this Report. In addition, 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 review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.
REMUNERATION TO NON-EXECUTIVE DIRECTORS
The Board at its meeting held on 12th November, 2014 and based on the recommendation of the Nomination and Remuneration Committee has revised the sitting fees for Board & Audit Committee Meeting from Rs 15,000/- to Rs 20,000/-, for Finance Committee from Rs 10,000/- to Rs 15,000/- and for all other Committees from Rs 5,000/- to Rs 10,000/-.
Appointments of Managing Director/Whole Time Directors are governed by resolution passed by the Nomination and Remuneration Committee, Board of Directors and the Shareholders of the Company, which covers the terms and conditions of such appointment and approval of Central Government, wherever applicable. Payment of remuneration to Managing Director/ Whole Time Directors is governed by the agreement executed between them and the Company and approval of Central Government, wherever applicable. The agreement with Mr.Susanta Ghosh, Managing Director & CEO was entered into by the Company for a period of three years w.e.f 13th November, 2013 to 12th November, 2016. The Board of Directors at its meeting held on 31st March, 2015 based on the recommendation of the Nomination and Remuneration Committee appointed Mr.Dwijen Lahiri as Whole Time Director for a period of three years w.e.f 1st April, 2015 subject to the approval of the members of the Company and for the same agreement has been executed between Mr. Lahiri and Company.
The Non-Executive Directors of the Company were not paid any other remuneration or commission excluding sitting fees.
No pecuniary transactions have been entered into by the Company with any of the Non-Executive of the Company Directors except payment of sitting fees to them.
Code of Conduct for Board Members and Senior Managerial Personnel
The Board of Directors at their meeting held on 29th May, 2015 has adopted a Revised Code of Conduct for all Board Members and Senior Managerial Personnel of the Company which has also been hosted on the website of the Company, viz. www.gontermann-peipers.com The Board Members and Senior Executives have affirmed their compliance with the Code for the financial year 2014-15 and a declaration signed by the Whole Time Director in terms of Clause 49 is given below:
"The Board of Directors of Gontermann-Peipers (India) Limited has pursuant to sub clause (i) of Clause 49 (II) (E) of the Revised Listing Agreement laid down Code of Conduct for all Board Members and Senior Managerial Personnel of the Company, which has also been posted on the website of the Company, viz. www.gontermann-peipers.com. In terms of sub-clause (ii) of the said clause and as per 'affirmation of compliance' letters received from the Directors and Senior managerial personnel of the Company, I hereby declare that Directors and Senior Managerial Personnel's of the Company have complied with the Code of Conduct during the financial year 2014-15".
The Company does not have any material non-listed Indian Subsidiary Company. Therefore the provisions relating to material non-listed Indian subsidiary whose turnover or networth (i.e, Paid -up capital and free reserves) exceeds 20% of the consolidated turnover or networth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year, does not apply
1. There are no materially significant related party transactions of the Company, which have potential conflict with the interests of the Company at large. The Company has formulated Related Party Transactions (RPT) Policy which provides a framework to regulate transactions between the Company and its related parties based on the laws and regulations applicable to the Company. The said Policy is hosted on the Company's website i.e, www.gontermann-peipers.com
2. The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities relating to the above.
3. Your Company has formulated a codified Whistle Blower Policy, in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee, any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimisation, for whistle blowing in good faith. The said Policy is available on the Company's website i.e, www.gontermann-peipers.com and a link to the said policy has been provided elsewhere in this Annual Report.
The Company affirms that none of the employees have been denied access to the Audit Committee. Quarterly report with number of complaints received, if any, under the Whistle Blower Policy and their outcome is placed before the Audit Committee of the Company at quarterly intervals.
4. The applicable Accounting Standards as issued by the Institute of Chartered Accountants of India have been followed in preparation of the financial statements of the Company.
5. The Company has complied with all the mandatory requirements of Corporate Governance as prescribed under the Listing Agreement. The Company has fulfilled the following non-mandatory requirements as prescribed in Clause 49 of the Listing Agreement.
0 The Company has separate person to the post of Chairman and Managing Director/CEO/Whole Time Director.
0 The Internal Auditors of the Company Reports to the Audit Committee.
0 The Non-Executive Chairman maintains a separate office, for which the Company does not reimburse expenses.
0 Shareholder Rights are given under the heading 'Means of Communication'.
6. The Management Discussion and Analysis Report forms separate part of this Annual Report.
7. Pursuant to Corporate Debt Restructuring Scheme, the Company has allotted 83,20,000 Equity Shares on Preferential basis to its Promoter & Promoter Group on 29th May, 2014.
Means of Communication
The Company regularly interacts with the Shareholders through the multiple channel of communication such as publication of results, Annual Report and the Company website. The Company also inform the Stock Exchanges in a prompt manner.
General Shareholder's Information
. Annual General Meeting
a. Date and Time : Wednesday, 30th December, 2015
b. Venue : At the registered office of the Company at P.O. Pailan, Diamond Harbour Road, 24 Parganas (S), Kolkata- 700104.
2. Financial Calendar (Tentative).
a. Financial Reporting for 2015-16 : On or before August 14, 2015
Quarter ending June 30, 2015
Quarter/Half year ending September 30, 2015. : On or before November 14, 2015
Quarter/Nine month ending December 31, 2015. : On or before February 14, 2016
Year ending March 31, 2016 : On or before May 30, 2016
b. Annual General Meeting for the year ending on March 31, 2016. : August/September, 2016
3. Book Closure Date
23rd December, 2015 to 30th December, 2015.
4. Dividend Payment Date
No dividend has been recommended by the Board of Directors for the FY 2015-16.
5. Listing on Stock Exchange
The Equity Shares of the Company are presently listed on the following Stock Exchanges:
A. BSE Limited (BSE)
B. The Calcutta Stock Exchange Limited (CSE).
6. Annual Listing Fees
Annual Listing Fees for the financial year 2015-16 has been paid to BSE and CSE.
7. Stock Code
9. Corporate Identification Number (CIN)
10.Plant Location a. Address
P.O. Pailan, Diamond Harbour Road, 24 Parganas (S), Kolkata- 700104. 033-2453-2456 / 7102-8600 www.gontermann-peipers.com
b. Telephone Number
11. Registrar and Share Transfer Agent Details.
a. Name & Address : MCS Share Transfer Agent Limited 12/1/5, Manoharpukur Road, Kolkata- 700 026
b. Telephone Number 033 40724051/52/53/ 54
c. Facsimile Number 033 40724050
d. Website www.mcsregistrars.com
12. Share Transfer System
email@example.com The Share transfer instruments, received in physical form, are processed by our Registrars and Transfer agents, MCS Share Transfer Agent Limited and the share certificates are dispatched within a period of 15 days from the date of receipt thereafter subject to the documents being complete and valid in all respects. The Company obtains a half-yearly certificate from a Company Secretary in practice in respect of the share transfers as required under Clause 47(c) of the Listing Agreement and
14. Reconciliation of Share Capital Audit
The Reconciliation of Share Capital Audit is conducted by a Company Secretary in practice to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services Limited (Depositories) and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialised form (held with Depositories) and that the requests for dematerialisation of shares are processed by the R&T agent within stipulated period of 21 days and uploaded with the concerned depositories.
15. Financial year
1st April to 31st March
16. Investor's Grievance Redressal System
Necessary system has been put in place in order to attend with promptness any grievance or query by shareholders. The investor grievances against the Company are handled by the Company's Registrars and Share Transfer Agents, M/s. MCS Share Transfer Agent Limited, Kolkata, in consultation with the Secretarial Department of the Company.
The Company has also obtained SCORE authentication, when the said concept was introduced by SEBI. The Company has maintained a track record of resolving the grievances of investors received on SCORES.
There are no pending investor grievances lying unsolved /unattended/ pending as at 31st March, 2015.
17. Outstanding GDRs/ADRs/Warrants
There are no outstanding GDRs/ADRs/Warrants or any Convertible instruments which are likely to have impact on the equity of the Company.
18. Address for Investor's Correspondence
Mr. Alok Kumar Samant Company Secretary P.O.Pailan, Diamond Harbour Road, Kolkata- 700 104, West Bengal Phone Nos. (033) 2453-2456/7102-8600 Fax:91-33-2497-8779
Unit - in- Charge
Unit:Gontermann-Peipers (India) Limited M/s. MCS Share Transfer Agent Limited 12/1/5, Manoharpukur Road, Kolkata- 700 026 Phone Nos.: (033) 40724051 to 54 Fax: (033) 40724050 Email:firstname.lastname@example.org
19. Exclusive E-mail ID for redressal of investor's Complaints
20. Transfer of Unpaid/Unclaimed dividend amount to Investor Education and Protection Fund (IEPF)
Pursuant to Section 205A and 205C of the Companies Act, 1956, dividends which unpaid/unclaimed for a period of 7 (seven) years from the date of transfer to the unpaid dividend account are required to be transferred to Investors Education Protection Fund (IEPF) administered by Central Government
21. Green Initiatives
Pursuant to section 101 and 136 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Companies (Accounts) Rules, 2014, the Company can send Notice of AGM, financial statements and other communication in electronic forms. This Company is sending the Annual Report, including the Notice of AGM, Audited Financial Statements, Directors Report along with their annexure etc. for the financial year 2014-15 in the electronic mode to the shareholders who have registered their email ids with the Company and/or their respective Depository Participants (DPs). Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses. Those holding shares in demat form can register their e-mail addresses with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the Company, by sending a letter, duly signed by the first/sole holder quoting details of Folio No.