REPORT ON CORPORATE GOVERNANCE
As per Listing Regulations Code of Corporate Governance which the Company has complied with as follows:
1. Company's Philosophy on Code of Governance:
The Company's core business is cultivation and production of tea and it is among the top three producers in India.
The Company strives to produce teas of premium quality, which are acceptable to the discerning world market. This particularly applies to production from Darjeeling, Dooars and Assam gardens.
Likewise, the Company endeavours to care for all its employees by providing medical, educational and welfare facilities way beyond the basic requirements.
The Company's overall philosophy is excellence in all spheres of its operations.
2. Board of Directors
2.1 Attendance of each Director at the Board Meetings held during the period and the last AGM.
During the period under review, 7 Board Meetings were held on 20th February, 2015, 30th March 2015, 12th May 2015, 30th July 2015, 9th November 2015, 7th December 2015 and 11th February 2016.
The last AGM was held on 30th March, 2015.
2.2 Separate Meeting of Independent Directors
A separate meeting of the Independent Directors of the Company was held on 30th March, 2015, without the attendance of Non-Independent Directors. The following matters were inter-alia considered in the Meeting:
2.3.1 Reviewing the performance of non-independent directors and the Board as a whole;
2.3.2 Reviewing the performance of the Chairperson of the company, taking into account the views of executive directors and non executive directors;
2.3.3 To assess 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.
2.3Number of other Boards or Board Committees in which he/she is a member or Chairperson :
None of the Directors acts as an Independent Director in more than 7 Listed Companies. Further, none of the Director act as a member of more than 10 committees or act as a Chairman of more than 5 committees across all Public Limited Companies in which he is a Director.
2.4 Induction and Training of Board Members:
On appointment, the Independent Director is given a Letter of Appointment setting out, in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction programme including the presentation from the Managing Director as well as various Business Heads on the Company's production, marketing, finance and other important aspects. The Company Secretary briefs the Director about his legal and regulatory responsibilities as a Director. The induction for Independent Directors include interactive sessions with Executive Directors, Business and Functional Heads, Visit to the Tea Estates/ plant/ site etc.
2.5 Evaluation of the Board's Performance:
During the period, the Board evaluated its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Non- Executive Chairman, who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, etc.
2.6 Code of Conduct:
The Company has laid down a Code of Conduct for its Board Members and all the employees in the Senior Management grade of the Company which is available on the Company's website.
All the Board Members and Senior Management personnel have confirmed compliance with the code. A declaration to that effect signed by the Managing Director & Chief Executive Officer is attached and forms part of this Annual Report.
3. Audit Committee:
3.1 Brief Description and composition
The Audit committee comprises of three non-executive Directors of whom the Chairman and one member are Independent Directors. The Committee was first constituted in April 1997. The committee has been meeting at regular intervals. The Chairman and other members of the Audit committee has in-depth knowledge in the areas of Finance and Accounts.
3.2 Terms of reference
3.2.1 To oversee the Company's financial reporting process and the disclosures of its financial information and ensure that the financial statement is correct, sufficient and credible;
3.2.2 To recommend the appointment, remuneration and terms of appointment of the Statutory Auditors, Cost Auditors and Internal Auditors of the Company;
3.2.3 Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
3.2.4 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 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. Significant 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, if any.
3.2.5 To review with management, the quarterly financial statements before submission to the Board for taking the same on record;
3.2.6 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take steps in the matter;
3.2.7 To review and monitor the Auditor's Independence, performance and effectiveness of the Audit Process;
3.2.8 Approval or any subsequent modification of transactions of the Company with related parties;
3.2.9 Scrutiny of Inter-corporate loans and Investments;
3.2.10 Valuation of undertakings or assets of the Company, wherever it is necessary;
3.2.11 Evaluation of internal financial controls and risk management systems;
3.2.12 Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
3.2.13 Reviewing the adequacy of internal audit function, 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;
3.2.14 Discussion with internal auditors of any significant findings and follow up there on;
3.2.15 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;
3.2.16 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;
3.2.17 To look into the reasons for substantial defaults in the payment to shareholders (in case of non-payment of declared dividends) and creditors;
3.2.18 To review the functioning of the Whistle Blower/ Vigil mechanism;
3.2.19 Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
3.2.20 The Audit committee also reviews the following information:
a) Management discussion and analysis of financial condition and results of operations;
b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by Management;
c) Management letters / letters of internal control weaknesses issued by the statutory auditors;
d) Internal audit reports relating to internal control weaknesses; and
e) The appointment, removal and terms of remuneration of the Chief Internal Auditor.
3.3 Meetings and attendance during the period
During the period under review, 6 Meetings of the Audit Committee were held on 20th February, 2015, 12th May, 2015, 30th July, 2015, 9th November 2015, 7th December, 2015 and 11th February, 2016
The Company Secretary acts as the Ex-Officio Secretary to the Committee. Statutory Auditors, Cost Auditors and Internal Auditors attend the Meeting whenever required. The Chairman, Managing Director and other Senior Executives are also invited to attend and deliberate in the Meetings.
4. NOMINATION AND REMUNERATION COMMITTEE
4.1 Terms of reference :
The Committee is empowered :-
4.2.1 To formulate criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of Directors, Key Managerial Personnel and other employees;
4.2.2 To formulate criteria for evaluation/ performance appraisal of Independent Directors and the Board;
4.2.3 To devise policy on Board diversity;
4.2.4 To Identify and assess potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel.
4.2 Remuneration Policy :
The Company follows a policy on remuneration of Directors and Senior Management Employees as formulated by the Nomination and Remuneration Committee detailed hereunder:
4.3.1 The remuneration of an individual shall depend upon the following parameters concerning an individual:
d) Core Competence,
e) Career advancement,
f) Special Skill, if any
g) Performance in the context of the duties and responsibilities assigned,
h) Industry Criteria,
i) Other relevant factors.
4.3.2 The level and composition of remuneration for each individual shall be reasonable and sufficient to attract, retain and motivate the person concerned, whether as Director or Key Managerial Personnel of the quality required to run the Company successfully;
4.3.3 Relationship of remuneration to performance should be clear and meets appropriate performance benchmarks as may be set up from time to time;
4.4 Meeting and attendance during the period :
During the period under review, three Meetings of the Nomination and Remuneration Committee were held on 20th February, 2015, 30th July, 2015 and 7th December, 2015.
5. STAKEHOLDERS' RELATIONSHIP COMMITTEE
This Committee is responsible for the satisfactory redressal of investors' complaints and recommends measures for overall improvement in the quality of investor services.
Name and designation of Compliance Officer : Mr. S. Banerjee, Company Secretary
During the period under review, this Committee had 20 meetings held on 5th January 2015, 16th January 2015, 27th January 2015, 17th February 2015, 21st March 2015, 17th April 2015, 30th April 2015, 15th May 2015, 30th May 2015, 9th June 2015, 23rd June 2015, 6th August 2015, 31st August 2015, 30th September 2015, 15th October 2015,
6th November 2015, 3rd December 2015, 14th December 2015, 11th February 2016 and 4th March 2016.
a) No. of complaints received from Shareholders 2
b) No. of complaints received from Stock Exchange/SEBI NIL
c) No. of complaints not resolved/no action taken NIL
d) No. of pending Share transfers as on 23rd May, 2016 NIL
Shareholders' grievances are resolved expeditiously. There are no grievance pending as on date.
6. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Committee of the Board has been constituted as follows :
The role of the CSR committee inter-alia includes :
a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;
b) To recommend the amount of expenditure to be incurred on the activities referred to in Clause (a) and
c) To monitor the Corporate Social Responsibility Policy of the Company from time to time.
The Committee has framed and the Board has approved the Company's Corporate Social Responsibility Policy relating to the CSR activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and the expenditure thereon, excluding activities undertaken in the normal course of business of the Company. The said CSR policy is available at the company's weblink www.goodricke.com/corporate/ Corporate-Social-Responsibility. The details about the policy developed and implemented by the Company on CSR initiatives undertaken during the period are enclosed as Annexure-IV to the Board's Report, forming part of this Annual Report.
During the period under review, the CSR Committee met twice i.e. on 30th July 2015 and 7th December 2015.
7. RISK MANAGEMENT COMMITTEE
The Company has constituted a Risk Management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan of the Company.
During the period under review, the Risk Management Committee met 6 times with the Audit Committee to discuss related matters.
The major risks and concerns being faced by various business segments of the Company are discussed in the Report on Management Discussion and Analysis, forming part of this Annual Report.
8. . OTHER DISCLOSURES
8.1 Related party transactions :
Disclosures on materially significant related party transactions:
The Company has not entered into any transactions of material nature, with its Promoters, the Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company. The names of related parties with whom transactions have taken place during the period have been disclosed in Note 37 to the Financial Statements for the period ended 31st March, 2016.
The Board, on recommendation of the Audit Committee, has adopted Company's Policy on Related Party Transactions, at its meeting held on 14th November 2014. The said policy is available at Company's weblink www.goodricke.com/corporate/policy-on-related-party-transactions
8.2 No penalties / strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority for noncompliance of any laws on any matter related to capital markets, during the last three years.
8.3 Whistle Blower Policy - Vigil Mechanism :
The Company has duly established vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's code of conducts or ethics policy. The Audit Committee of the Board monitors and oversees such Vigil Mechanism of the Company. It is also confirmed that no personnel has been denied access to the Audit Committee during the period under review.
A detailed policy related to the Whistle Blower - Vigil Mechanism is available at Company's weblink www.goodricke.com/corporate/goodricke-whistle-blower-policy .
9. NON-MANDATORY REQUIREMENTS
9.1 Auditors Report: There has been no qualification/ adverse remark by the Auditors in their Audit Report for the period.
9.2 Other non-mandatory requirements shall be adopted as and when considered appropriate.
10. MANDATORY REQUIREMENTS
The CEO and CFO placed the required certificate before the Board certifying, inter alia, the authenticity of the Financial Statements and Cash Flow Statement for the period ended 31st March, 2016. All other mandatory requirements have been duly complied with, to the extent applicable.
11. DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. All the Directors and Senior Management personnel affirm compliance with the said Code of Conduct on an annual basis. The Code of Conduct has been posted on the website of the Company, www.goodricke.com. A declaration of this effect signed by the Managing Director & CEO is given as the end of this report.
12. CODE FOR PREVENTION OF INSIDER TRADING
Securities and Exchange Board of India, vide its notification dated 15th January, 2015, has notified SEBI (Prohibition of Insider Trading) Regulations, 2015, to enforce with effect from 120th day from the date of its notification. In terms of the said regulation, Company has formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading. The Board has adopted both the Codes at its meeting held on 12th May, 2015.
In terms of the regulation, Board has appointed Mr. S. Banerjee, Company Secretary, as the Compliance Officer under the Code to deal with dissemination and disclosures of unplublished price sensitive information. The said regulation is available at company's weblink www.goodricke.com/corporate/prohibition-of-insider-trading.
13. MEANS OF COMMUNICATION
13.1 Quarterly results and the half-yearly results are published in leading newspapers such as Business Standard and Aajkal (Bengali) and posted in the Website of the Company, www.goodricke.com . The Shareholding Pattern at the end of each quarter is also posted on the said Website. The Financial Results as well as the Shareholding Pattern are uploaded on the website of Bombay Stock Exchange.
13.2 Company's e-mail address: email@example.com ;
13.3 Management discussion and Analysis Report in an Annexure to the Directors' Report.
13.4 No presentation was made to any Institutional Investor or Analyst during the period.
14. GENERAL SHAREHOLDERS' INFORMATION
14.1 AGM date, time and venue :
Thursday, the 28th July, 2016 at 10:00 A.M.
Eastern Zonal Cultural Centre 1B, 201, Sector- III, Salt Lake City, Kolkata - 700 106
14.2 Financial calendar for 2016 :
The Financial Year of the Company is April to March.
Publication of Results will be as follows:
Period Approval by the Board of Directors
Unaudited first quarter financial results August, 2016
Unaudited second quarter financial results November, 2016
Unaudited third quarter financial results February 2017
Audited Annual Results May 2017
14.3 Book Closure period :
Friday, the 22nd July, 2016 to Thursday, the 28th July, 2016 (both days inclusive)
14.4 Listing on Stock Exchange
The Company's securities are listed at :
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
Listing Fees as prescribed have been paid to the aforesaid Stock Exchange upto the Financial Year 2016-17.
Scrip Code :
Stock Exchange Scrip Code 500166
14.5 Share Transfer System:
The Company's shares are compulsorily traded in the demat form with effect from 21st March 2000. All transfers are routed through the respective Accounts maintained with the Depository Participants (DPs) of the Investor.
Code No. allotted by NSDL/CDSL: (ISIN) INE 300A01016
14.6 Registrars and Share Transfer Agents :
CB Management Services Private Limited, Kolkata are acting as the Registrars and Share Transfer Agents, including Depository Registrars for the Equity Shares of the Company.
14.6 Dematerialisation of Shares:
As on 31st March, 2016, 21174480 Nos. of Equity Shares, representing 98.03.% of the Equity Capital have been held in dematerialised form with NSDL and CDSL.
14.7 Plant Locations:
The Company owns seventeen Tea Gardens each having its own processing factory, one Instant Tea Plant and four Tea Blending Unit.
DOOARS (NORTH BENGAL) - IN JALPAIGURI DISTRICT
Aibheel Chalouni Chulsa Danguajhar Gandrapara Hope Jiti Kumargram Lakhipara Leesh River Meenglas Sankos
ASSAM - IN UDALGURI DISTRICT (BTAD)
Badamtam Barnesbeg Thurbo
Note: Particulars of area under Tea, Crop & others given later in the Report.
INSTANT TEA PLANT - IN JALPAIGURI DISTRICT
At Aibheel, Dooars
COMPANY HAS GOT FOUR BLENDING UNITS AS FOLLOWS
1. Welcome Packaging & Blending Unit, Kolkata
2. Diamondpore Blending Unit, Aibheel, Dooars
3. Central Packaging Unit, Dewas, Madhya Pradesh
4. Unity Tea Warehouse & Blending, Kolkata
14.8 Address for correspondence:
(Registrars & Share Transfer Agents & Depository Registrar)
C.B.Management Services Pvt. Ltd.
P-22, Bondel Road, Kolkata - 700 019
Tel: 4011 6700/715/724/729 Email: firstname.lastname@example.org
Note: In case of continuing difficulty, the Compliance Officer at the Registered Office to be intimated at e-mail: email@example.com
Mr. S. Banerjee
Goodricke Group Limited
'Camellia House' 14 Gurusaday Road Kolkata - 700 019
Tel : 2287 3067/2287 8737 Fax No.: 2287 2577/ 2287 7089 Email : firstname.lastname@example.org
On behalf of the Board
A. N. Singh Managing Director & CEO
S. Kaul K. Sinha Directors
P.K. Sen Directors
Place : Kolkata
Date : 23rd May, 2016