In accordance with clause 49 of the Listing Agreement entered into with the Stock Exchange in India, the details of compliance by the Company with the norms on Corporate Governance are as under;
I. Company's Philosophy on Code of Corporate Governance
Govind Rubber is committed to executing sustainable business practices and creating long term value for all its stakeholders. To achieve this objective, the Company remains firm in its value system that incorporate integrity, transparency and fairness across all its business activities.
The Company continues to focus on its commitment towards the development of the community where it operates. Company's value systems are based on the foundation of fair and ethical practices in all its dealings with stakeholders including customers, vendors, contractors, suppliers and all other who are part of the Company's business value chain.
Towards this end, all Directors and Senior management are committed to the Company's code of conduct, the compliance to which is periodically reviewed.
II. Board of Directors
a) Composition of Board :
At present there are six Directors on the Board of the Company and the composition of the Board is in consonance with clause 49 of the Listing Agreement. The Company has an Executive Chairman & Managing Director, an Executive Director, a Whole time Director, two Non-Executive Independent Directors and a woman Independent Director. The Non-Executive Directors are professionals, drawn from amongst persons with experience in business & industry, finance and law.
b) Independent Directors:
The Non-Executive Independent Directors fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made there under and requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchange. A formal letter of appointment to Independent Director as provided in the Companies Act, 2013 and the Listing Agreement has been issued. The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. One Meeting of Independent Directors was held during the year under review.
c) Number of Board Meetings:
There have been four Board Meetings held during the year as follows- 30th May, 2014, 9thAugust, 2014, 14th November, 2014 &13th February, 2015.
Composition of Board of Directors, attendance record and Directorship held:
The Composition and category of Directors and attendance at the Board Meetings during the year and at the lastAnnual General Meeting, as also the number of outside Directorships and Committee Memberships/ Chairmanships in public Companies is given below.
Mr. S.Dorairajan (DIN 00628373) has resigned fromthe Boardw.e.f. 30.05.2014. Ms. Darshika R.Monani (DIN 07017325) has been inducted in the Board of Directors of the Company w.e.f 14.11.2014.
Familiarization Programme for Directors:
At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations and affirmations taken with respect to the same. The Chairman and Managing Director also has one to one discussion with the newly appointed Director to familiarize him with the Company's operations. Further the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and the on-going events relating to the Company.
III. Audit Committee
a) The Audit Committee has been constituted by the Board in accordance with the terms of Clause 49 (III) of the Listing Agreement.
The terms of reference of the Audit Committee are broadlyas under;
All items as prescribed under the terms of reference of the Audit Committee under Clause 49 and Section 177 of the Companies Act, 2013 have been adopted by the Company.
b) Composition, Name of Members and Chairman:-
TheAuditCommittee consists ofthree Directors i.e. Mr. K.M. Garg (Chairman), Mr. Umesh Lathi and Mr. Sandeep Jhunjhunwala and two of them are Non Executive Independent Directors. All the Members of the Audit Committee are highly knowledgeable in the Corporate Finance, Accounting and the Company law matters. The Statutory Auditors are invited at the Audit Committee Meetings.
The Audit Committee Meetings were held four times in the year i.e. on 30th May' 2014, 9th August' 2014, 14th November' 2014&13th February' 2015.
IV Subsidiary Companies and joint Ventures
1. GRL B.V. -The Netherlands - (wholly owned subsidiary) -
In view of persistent losses, the management has taken view to shut down operations of the Subsidiary. The Company has planned for appointing distributors in the region for sale of its products which will be sustainable proposition.
2. GK Company Limited, South Korea (Joint Venture with 50%holding)-
The Company has achieved a Turnover of Rs. 267.94 lacs as against Rs. 312.93 lacs last year. Due to lower capacity utilization, the Company is yet to breakeven. We shall review the situation in current year and take decision based on business prudence.
V. Nomination & Remuneration Committee
In pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has constituted a Nomination & Remuneration Committee of Directors in May' 2013. The terms of reference of the Committee are in line with Clause 49 of the Listing Agreement and broadly the terms of reference are to appraise the performance of Managing/ Executive/ Whole time Directors, determine and recommend to the Board, compensation payable to them, details of which are included in this report.
Policy Relating To Remuneration of Directors, KMP & Senior Management Personnel:
- To ensure that the level and components of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and other employees of the quality required to run the Company successfully.
- No director/KMP/ other employee is involved in deciding his or her own remuneration. - The trend prevalent in the similar industry, nature and size of business is kept in view and given due weight age to arrive at a competitive quantum of remuneration.
- It is to be ensured that relationship of remuneration to the performance is clear & meets appropriate performance benchmarks which are unambiguously laid down and communicated.
•- Improved performance should be rewarded by increase in remuneration and suitable authority for value addition in future.
- Remuneration packages should strike a balance between fixed and incentive pay, where applicable, reflecting short and long term performance objectives appropriate to the Company's working and goals. -Following criteria are also to be considered:-
Responsibilities and duties;
• Time & efforts devoted; Value addition;
Profitability of the Company & growth of its business;
• Analyzing each and every position and skills for fixing the remuneration yardstick;
Standards for certain functions where there is a scarcity ofqualified resources.
Ensuring tax efficient remuneration structures.
Ensuring that remuneration structure is simple and that the cost to the Company (CTC) is not shown inflated and the effective take home remuneration is not low.
Other criteria as may be applicable.
- Consistent application of remuneration parameters across the organisation.
- Provisions of law with regard making payment of remuneration, as may be applicable, are complied.
- Whenever, there is any deviation from the Policy, the justification/reasons should also be indicated/ disclosed adequately.
The Company pays remuneration to its Chairman and Managing Director by way of Salary, perquisites and allowances. Salary is paid within the range as approved by the Shareholders and as per Schedule V to the Companies Act, 2013. The Board approves all the revisions in salary, perquisites and allowances subject to the overall ceiling prescribed by Section 197 and 198 of the Companies Act, 2013.
Composition, names of members and attendance during the year.
The Committee consists of all Independent Directors.
The composition of the Remuneration Committee and the details of meetings held and attended by the members of the Remuneration Committee are given below:
VI. Stakeholders' Relationship Committee
The Board of Directors of the Company have renamed the existing Shareholders / Investors Grievance Committee as Stakeholders Relationship Committee in orderto align it with the provisions of section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee has been constituted to strengthen the investor relations and to inter-alia, resolve the grievances of security holders pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.
Composition of Committee:
In pursuant to the provisions of Section 178 (5), the Stakeholders' Relationship Committee has been formed by the Company comprises of two Directors namely Mr. Sandeep Jhunjhunwala being Chairman of the Committee & Mr. Umesh Lathi.
The Shareholders'/ Investors' Grievance Committee met four times in the year i.e. on 30th May' 2014, 9th August' 2014, 14th November' 2014 & 13th February' 2015 and the Committee Members attended the said Investors Grievance Meetings. The Board has appointed Mr. S.P. Parekh- (Manager- Secretarial & Legal)as the Compliance Officer.
The Company and its Registrar attend to all grievances of the shareholders and investors received by them.
VII. Corporate Social Responsibility Committee
In terms of provisions of Section 135 of the Companies Act, 2013, the company is not required to constitute the Corporate Social Responsibility Committee but company has constituted CSR Committee in the meeting of its the Board of Directors held on 30th May, 2014. The Board also empowered the Committee to look into matter related to sustainability and overall governance. The Committee's prime responsibility is to assist the Board in discharging its social responsibility byway of formulating and monitoring implementation of the framework of corporate social responsibility policy.
a) Related Party transaction: - There were no transactions of material nature other than reported under "Related Party Disclosures" that have been entered into by the Company with the promoters, directors, their relatives and the management and in any Company in which they are interested, that may have potential conflict with the interest of the Company.
b) Disclosure of Accounting Treatment:-All accounting standards mandatorily required have been followed in preparation of financial statements and no deviation has been made in following the same.
c) Risk Management:- Business risk evaluation and management is an ongoing process within the Company.
d) Details of non-compliances, penalties etc. imposed on the Company by SEBI or Stock Exchange or any other statutory authority on any matter related to capital market, during the last three years:-The
Company has complied with the requirements of the Stock Exchange, SEBI, and other Statutory Authorities on all matters relating to Capital Markets during the last three years.
Vigil Mechanism /Whistle Blower Policy:- Pursuant to Section 177 (9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Company has adopted a Vigil Mechanism/Whistle Blower Policy. The Company believes in professionalism, transparency, integrity and ethical behavior and had thus established a 'Whistle Blower Policy' to facilitate employees to report concerns of any unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. No employee of the company has been denied access to the Audit Committee of the Board of Directors
Details Of Compliance With Mandatory Requirement And Adoption Of Non Mandatory Requirement of this Clause:-
The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchange and has implemented the following non mandatory requirements:
1. The Board: Not Applicable since the Company has Executive Chairman
2. Shareholders Rights: Presently the company is not sending half yearly communication.
3. Audit Qualification: It is always the company's endeavor to present unqualified financial statements.
There are no audit qualifications in the company's financial statement for the year under review.
4. Separate posts of Chairman and CEO: The Company does not have separate post of Chairman and CEO.
5. Reporting of Internal Auditor: The Internal Auditor is directly reporting to Audit Committee
X. Disclosure regarding appointment /reappointment of Directors
The details of Directors seeking appointment/ reappointment have been provided in the Notice attached to this report.
XI. Disclosure regarding unpaid/unclaimed dividend
There has been no unclaimed dividend to be transferred to Central Government.
XII. Means Of Communications
Quarterly, half yearly results and annual audited financial results are published in Free Press Journal & Nav-Shakti (Vernacular). All these results are promptly submitted to the Stock Exchange and uploaded on its website atwww.grltires.com
XIII. General Shareholders Information
A. Annual General Meeting:
a) Date : 15.09.2015
b) Time : 11.00 a.m.
c) Venue : Nehru Centre, Hall of Harmony Dr.Annie Beasant Road, Worli, Mumbai- 400 018.
B. Financial Calendar'2015-16 : April,'15to March,'16
C. Financial Results(Tentative)
) 1stQuarter : 2nd Week of Aug, '15
b) 2nd Quarter : 2nd Week of Nov, '15
c) 3rd Quarter : 2nd Week of Feb, '16
d) Audited Yearly Results : 4th WeekofMay'16
Book Closure Date : 09.09.15 to14.09.15
Listing on Stock Exchange : BSE, Mumbai
Stock Code : 509148
ISIN for NSDL& CDSL : 011C01015
H. Annual Listing Fees has been paid to the Stock Exchange up to31.03.2016.
J. Share Transfer System
The Company's shares are traded compulsorily in Demat segment in the Stock Exchange, Mumbai. Shares in physical segment which are lodged for transfer are processed by our Registrar and returned to the Shareholders within stipulated time period.
K. Registrar & Transfer Agent
The Company has assigned the Share Registry work to M/s Sharepro Services (India) Private Limited, Mumbai as per the SEBI directives. As such the entire share registry work in respect of physical as well as electronic is being looked after by them.
L. Dematerialization of Shares
The Company's shares are compulsorily traded in dematerialized form. 97.23% shares have been dematerialized as on 31st March, 2015
. Plants Location
a) Village& P.O .Jugiana - Pin 141120 DistLudhiana
b) Kanganwal-Pin 141 120, Dist.: Ludhiana
P. Address for Correspondence: (for shareholders)
Sharepro Services (India) Private Limited, 13 AB Samhita Warehousing Complex, 2nd Floor, Near Sakinaka Telephone Exchange, Andheri (E), Mumbai- 400 072. Phone: 022- 67720300, 67720400 Fax: 2859 1568, Email: email@example.com
XIV. Code Of Conduct
The Company has adopted a Code of Conduct for the Directors, Senior Management Personnel and Employees of the Company. The members of the Board and Senior Management of the Company have submitted their affirmation on compliance with the code for the effective period. The Declaration by the Chairman to that effect forms part of this Report.
XV. Management Discussions & Analysis
Management Discussion and Analysis Report is given in a separate section forming part of the Directors' Report in this Annual Report.
XVI. Steps For Prevention Of Insider Trading
In compliance of the SEBI (Prevention of Insider Trading) Regulations as amended in 2002, the Company has issued comprehensive guidelines advising and cautioning management staff and other relevant business associates on the procedure to be followed while dealing in equity shares of the Company, and disclosure requirements in this regard. Further in compliance with the requirements of the Regulation 8 & Regulation 9 of the amended SEBI (Prohibition of Insider Trading) Regulations, 2015 read with SEBI Circular dated May 11, 2015; the Board of Directors at its meeting held on 15th July, 2015 formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct to regulate, monitor and report trading by its employees and other connected persons. These are being uploaded on the official website of the Company.
CEO CERTIFICATION: As required under Clause49 of the Listing Agreement a Certificate duly signed by Mr. Vinod Poddar, Chairman has been obtained. The Certificate is annexed to this Report.
AUDITORS' CERTIFICATE ON CORPORATE
GOVERNANCE: The Company has obtained a Certificate from Auditors of the Company regarding compliance with the provisions relating to the corporate governance laid down in clause 49 of the Listing Agreement with the Stock Exchange. This Certificate is annexed to the report.
DECLARATION: All the Members of the Board and senior Management Personnel of the Company have affirmed due observation of the code of the conduct, framed pursuant to clause 49 of the ListingAgreement with Stock Exchange is so far as it is applicable to them and there is no non-compliance thereof during the year ended31stMarch,2015.
For and on behalf of the Board of Directors
Chairman& Managing Director
Date: 15th July, 2015