REPORT OF CORPORATE GOVERNANCE 2014-2015
(Pursuant to clause 49 of the Listing Agreement)
1. Company's philosophy on Corporate Governance
Your Company GRAND FOUNDRY LIMITED has always been committed to the highest level of corporate governance and believes in strengthening Investors trust and thereby ensuring a long-term partnership with them. Your Company believes in adopting the best corporate governance practices and protecting rights and interests of stakeholders. We further believe that the shareholders have the right to know the complete information on the Board of Directors and the management, their interest in the organization as well as governance practice to be followed by them.
Our governance philosophy is based on the following:-
1. Provide an enabling environment to harmonise the goals of maximizing stakeholder value and maintaining a customer centric focus.
Have a simple and transparent corporate structure driven solely by business needs.
Communicate externally, in a truthful manner, about how the company is run internally.
Make clear distinction between personal conveniences and corporate resources.
5. Be transparent and maintain a high degree of disclosure levels in all facets of its operations.
6. Satisfy the spirit of the law and not just the letter of the law.
The Company's philosophy on Corporate Governance is thus concerned with the ethics, values and morals of the Company and its Directors, who are expected to act in the best interests of the Company and remain accountable to shareholders and other beneficiaries for their action.
2. Board of Directors
The Business of the Company is managed by a Board of Directors. The Board formulates the strategy, regularly reviews the performance of the Company and ensures that the previously agreed objectives are met on consistent basis. The Managing Director manages the day-to-day operations of the company.
a. Size and Composition of Board
The Board of Directors has the ideal composition with more than half of the directors being Non-Executive Directors. The Non-Executive Directors brings external and wider perspective confirming therewith in depth business deliberations and decisions advantage.
b. Attendance at Board Meeting and Annual General Meeting:-
During the accounting year 2014-15, Six Board Meetings were held on April 10, 2013, July 5 2013, September 08 2014, November 25 2014, January 19, 2015 and March 25 2015.
The Annual General Meeting of the Company for the financial year 2013-2014 was held on September 30ft, 2014.
c. Board's Functioning & Procedures:-
Board Members are given appropriate documents and information in advance of each Board and Committee Meetings. To enable the Board to discharge its responsibilities effectively, the Managing Director reviews the overall company performance.
The functions performed by the Board include the review of:
> Unaudited Quarterly/half yearly financial results and audited annual accounts of the company including segment wise revenue, results and capital employed, for consideration and approval,
> Minutes of meetings of audit, shareholders grievance committee and remuneration committee,
> Abstracts of circular resolutions passed,
> General notices of interest,
> Strategy and Business Plans
> Sale and/or purchase of investments, fixed assets.
> Compliance with statutory/ regulatory requirements and review of major legal issues
> Review compliance of all laws applicable to the Company including the requirements of the Listing Agreement with the Stock Exchanges and steps taken by the Company to rectify instances of non-compliances, if any.
> Related party transactions,
> Reviewing the company's financial and risk management policies.
> Reviewing the business plan and strategy of the Company.
All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial / business plans, financial results, detailed presentations are made. The Agenda and the relevant notes are sent in advance separately to each Director to enable the Board to take informed decisions.
The Minutes of the Meetings of the Board are circulated through email to all Directors and confirmed at the subsequent Meeting. The Minutes of the Audit committee and shareholders' grievance committee are also individually given to the Board Directors and thereafter tabled for discussion at the subsequent Board Meeting.
3. Audit Committee
Audit committee acts as a link between the statutory and internal auditors and the Board of Directors. The Audit Committee has the members with sound knowledge of finance, accounting and law. The primary objective of the audit committee is to provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures. The Committee deals with accounting matters, financial reporting and internal controls. The power and role of the Audit Committee is as per guidelines set out in the amended listing agreements. The Board of Directors of the Company has constituted an Audit Committee,
a. Size and Composition:-
The Board constituted an Audit Committee of Directors having Mr. Dhirajlal B.Jangla - Non-Executive as Chairman of the Committee, Mr. Kiran B. Jangla - Managing Director, Mr. Hiten D. Jangla - Joint Managing Director & Executive and Mr. Bidhan Gujarati as Non - Executive Independent Directors.
The members of the Committee are well versed in finance / accounts, legal matters and general business practices.
b. Attendance at the Audit Committee Meetings:-
>During the accounting year 2014-15, four Audit Committee Meetings were held on May 10, 2014, September 20, 2014, October 30, 2014 and March 5, 2015
>The functions of the Audit Committee include the following:-
>Reviewing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
>Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other expenses.
>Reviewing with management the annual / half-yearly / quarterly financial statements before submission to the Board.
>Reviewing with management, external and internal auditors, the adequacy of the internal control systems.
>Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading of the department, reporting structure coverage and frequency of internal audit.
>Discussion with external auditors before the audit, any significant findings and follow up thereon.
>Reviewing the findings of any internal investigations by 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.
>Discussion with external auditors before the audit commences, nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.
>Reviewing the company's financial and risk management policies.
>To look into the reasons for substantial defaults in the payment to the depositors, shareholders (in case of non-payment of declared dividends) and creditors.
> Related party transactions,
> To review the matters required to be included in the Director's
Responsibility Statement to be included in the Board's report in terms of
clause (5) of Section 134 of the Companies Act, 2013.
> To review the Management discussion and analysis of financial condition and results of operations.
> To recommend re-appointment of Statutory Auditors and to fix their remuneration.
All the items in the Agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial /business plans, financial results, detailed presentations are made. The Agenda and the relevant notes are sent in advance separately to each Member to enable the Committee to take informed decisions.
The Minutes of the Meetings of the Committee are circulated through email to all Directors and confirmed at the subsequent Meeting.
The Statutory Auditors and Managing Director are invitees to the Audit Committee Meetings.
4. Remuneration Committee
The Board of Directors has constituted a Remuneration Committee to determine the remuneration payable to the Managing Director taking into account their qualification, experience, contribution and the prevailing level of remuneration in companies of corresponding size and nature.
During the accounting year 2014-15, four Remuneration Committee Meetings were held on May 10, 2014, September 20, 2014, October 30, 2014 and March 5, 2015.
5. Shareholders Grievance Committee
The committee has the mandate to review, redress shareholders' grievances, to approve all share transfers.
a. The functions of the Shareholders' grievance committee include the following:-
> Transfer /transmission of shares,
> Issue of duplicate share certificates,
> Review of shares dematerialized and all other related matters,
> Monitors expeditious redressal of investors' grievances,
> Non receipt of Annual report,
> All other matters related to shares.
The Chairman of the Committee is an Independent Non- Executive Director.
b. Size and Composition:-
The Company reconstituted Shareholders Grievance Committee in to specifically look into the redressal of the shareholders grievances and also the share transfers and other investor related matters. The Committee consists of :-
Mr. Dhirajlal B. Jangla - Director and Mr. Kiran D. Jangla and Mr. Hiten D. Jangla - Members. Mr. Ananl Gawde - Junior Officer has been designated as the Compliance Officer,
c. Meeting of the Shareholders' grievance committee Meetings:-
During the accounting year 2014-15, four Shareholders' grievance committee Meetings were held on May 10, 2014, September 20, 2014, October 30, 2014 and March 5, 2015.
> The related party transactions as per Accounting Standard 18 is set out at note no. 4 of Schedule "I" in notes forming part of accounts in the Annual Report. These transactions are not likely to have any conflict with the Company's interest.
> The Company has complied with the requirements of the Stock Exchanges, SEBI and Statutory Authorities on all matters related to capital markets and no penalties / strictures were imposed on the Company during the last three years.
> No penalty has been imposed on the Company by the Stock Exchange (BSE) or the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related to capital markets during last three years.
> Further with the latest update available, the Hon'ble BIFR has examined the DRS and circulated the same. In the hearing to be held in the month of November 2014, the order for the same would be passed.
> There were no transfers to Investor Education and protection fund during the year.
> Adoption of non-mandatory requirements under Clause 49 of the Listing Agreement are being reviewed by the Board from time to time.
8. Code of Conduct
The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The Code is reviewed from time to time by the Board. The said Code has been communicated to the Directors and the Members of the Senior Management.
d. Share Transfer System and other related matters
Registrar and Share Transfer Agent
Correspondence regarding Change in Address
For both physical & demat segments:
M/s. Computech Sharecap Limited
47, M.G. Road, 31" Floor, Opp. Jehangir Art Gallery, Fort, Mumbai - 400023.
Tel No. 022-22671824/25. Fax No.22635000.
> Share Transfer System
The shares lodged for transfer are processed by the Registrar and Transfer Agent and are approved by Shareholders Grievance Committee. Shares sent for transfer in physical form are registered and returned within a maximum period of 30 days from the date of receipt, subject to documents being valid and complete in all respects. Similarly all requests for demat are received and processed by the Registrar and Transfer Agents and confirmations given to the depositories within the prescribed time limit.
Nomination Facility for Shareholding
As per the provisions of the Companies Act, 2013, facility for making nominations is available for shareholders, in respect of the shares held by them. Nomination forms can be obtained from the Registrar and Transfer agents of the Company
Member are requested to address all correspondences, including dividend Matters, to the Registrar and Share transfer Agents, M/s Computech Sharecap Limited 47, M.G. Road, 3rt Floor, Opp. Jehangir Art Gallery, Fort, Mumbai - 400023.Tel No. 022-22671824/25. Fax No.22635000
Dematerialisation of Shares
No dematerialisation took place during the quarter
Outstanding GDRs/ ADRs / Warrants or any convertible Instrument, conversion date and likely impact on equity.
Address for Correspondence
327, Arun Chambers, 3rd Floor, Tardeo, Mumbai - 400 034