Report on Corporate Governance
In accordance with SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 and some of the best practices of Corporate Governance, the report containing the details of governance systems and processes at Graviss Hospitality Limited is as under:
The Company’s policy on Corporate Governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations and in all interaction with stakeholders, including shareholders, employees, the government, lenders and society. The Company believes that all its operations and actions must serve the underlying goal of enhancing long term shareholder value.
2. Board of Directors:
(i) Composition of the Board
The Board of Directors provides strategic directions and thrust to the operations of the Company. Currently the total strength of the Board is Eight Directors. The Board has an executive chairman and the number of Non-Executive Independent Director is one-half of the total number of Directors. None of the Directors on the Board is a member on more than ten committees and chairman of more than five committees [as specified in clause 26 of SEBI (LODR) Regulations 2015] across all the companies in which he is a Director. Hence the Company complies with SEBI (LODR) Regulations 2015 in terms of Composition of Board of Directors.
The composition of the Board and other relevant details relating to the Directors are as under as on 31st March 2016:
(ii) Board Meetings and attendance of each Director at Board Meeting and at last Annual General Meeting
The notice of each Board Meeting is given in writing to each Director. The Agenda alongwith the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the meeting. This ensures timely and informed decisions by the Board. The Board reviews the performance of the Company vis-à-vis the budgets/targets.
During the year under review, the Board of Directors met Four times during the year viz. 28th April, 2015, 12th August, 2015, 4th November, 2015 and 3rd February, 2016.The maximum gap between any two consecutive meetings did not exceed four months. The last Annual General Meeting of the Company was held on 24th July, 2015.The details of attendance of Directors in Board Meetings and last Annual General Meeting are as follows:
(iii) Code of Conduct:
The Board has laid down the Code of Conduct for all Board members and Senior Management of the Company and the same is posted on the website of the Company. A Certificate from Mr. Gaurav Ghai, Jt. Managing Director with regard to the compliance of code of conduct by the Board members and the senior management for the year ended 31st March, 2016 is enclosed and forms part of this report.
(iv) Directors seeking re-appointment:
Mr. Dalip Sehgal, Director of the company shall retire by rotation at the ensuing Annual General meeting and are eligible for re-appointment.
(v) Other Provisions:
The Company confirms that it did not have any material pecuniary relationship or transaction with any Non Executive Director during the year under review, except for the payment of sitting fees made to them for attending the Board and/ or Committee meetings.
3. Board Committees:
(i) Audit Committee
The composition of Audit Committee as on 31st March, 2015, is as follows:
Mr. Mahendra V Doshi (Chairman)
Mr. Gulshan Bijlani
Mr. RKP Shankardass
Mr. Harindra Singh
Ms. Mala Todarwal (Appointed w.e.f. 04/11/2015)
Mr. Dalip Sehgal
Two third of the total strength of the Audit Committee are Independent Directors. Statutory Auditors, Internal Auditors and CFO attend the meetings of the Committee on invitation of the Chairman. The Company Secretary acts as the Secretary of the Committee. All the members are financially literate and possess necessary expertise in finance or accounting or any other comparable experience or background.
The Company has complied with the requirements of clause 18 of SEBI (LODR) Regulations 2015 as regards composition of Audit Committee.
The Audit Committee reviews the financial statements on a quarterly, half yearly and annually basis and recommends its suggestions to the Board. It reviews the reports of the Statutory and Internal Auditors and also discusses its suggestions with them.
During the year under review, the Audit Committee met four times on 28th April, 2015, 12th August, 2015, 4th November, 2015 and 3rd February, 2016 with a gap of not more than four months. The details of the meetings attended by the Members are given below:
The terms of reference of the Audit Committee has been approved at the Board Meeting held on 22nd January 2001. It provided for adequate powers and has access of all the information required and performing all the functions which are in accordance with Clause 18 of SEBI (LODR) Regulations 2015.
The Company has appointed M/s Pipalia Singhal & Associates as Internal Auditors of the Company to review and report on the internal control systems.
(ii) Stakeholders’ Relationship Committee
The Stakeholders Relationship Committee deals with the matters relating to the transfer/transmission of shares and monitor the redressal of the investors complaints relating to non-receipt of dividends, non-receipt of annual accounts etc.
The Committee comprises of three members with all the members as independent directors viz. Mr. Gulshan Bijlani, Chairman, Mr. Harindra Singh, Member and Mr. Mahendra Doshi, Member. The Committee meets at frequent intervals to consider requests for share transfer or to consider shareholders’ queries/complaints.
The Meetings of the Committee were held on the following dates:
30.4.2015, 31.05.2015, 30.6.2015,31.7.2015,31.08.2015,30.9.2015,31.10.2015,30.11.2015, 31.12.2015,31.01.2016,29.02.2016 and 31.3.2016.
Name and Designation of Compliance Officer:
Ms. Lajja Shah
The company received total 35 (Thirty Five) investor complaints/request during the year for non receipt of dividend/annual reports/dematerializations which were resolved and there is no request/queries/complaint pending at the end of the year ended on 31st March 2016.
SEBI vide Circular Ref:CIR/OIAE/2/2011 dated June 3, 2011 informed the company that they had commenced processing of investor complaints in a web based complaints redress system “SCORES”. Under this system, all complaints pertaining to companies are electronically sent through SCORES and the companies are required to view the complaints pending against them and submit Action Taken Report (ATRs) alongwith supporting documents electronically in SCORES.
All the requests and complaints received from the shareholders were attended to within the stipulated time and nothing was pending for disposal at the end of the year. Ms. Lajja Shah, company secretary is the compliance officer of the company.
(iii) Nomination and Remuneration Committee
This committee recommends the appointment/reappointment of executive directors and the appointments of employees from the level of vice-president and above along with the remuneration to be paid to them. The remuneration is fixed keeping in mind the persons track record, his/her potential individual performance, the market trends and scales prevailing in the similar industry.
During the year under review, the Nomination and Remuneration Committee met Two times on 12th August, 2015 & 4th November, 2015
Criteria for Performance evaluation: A structured questionnaire was prepared after circulating the draft forms, 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.
(iv) Remuneration Policy
The Policy inter alia provides for the following:
(a) attract, recruit, and retain good and exceptional talent;
(b) list down the criteria for determining the qualifications, positive attributes, and independence of the directors of the Company;
(c) ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven, motivates them, recognises their merits and achievements and promotes excellence in their performance;
(d) motivate such personnel to align their individual interests with the interests of the Company, and further the interests of its stakeholders;
(e) ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board; and
(f) fulfill the Company’s objectives and goals, including in relation to good corporate governance, transparency, and sustained long-term value creation for its stakeholders.
The Board of Directors constituted a Nomination and Remuneration Committee comprising of three non-executive independent directors. The present members of this Committee are Mr. Harindra Singh (Chairman of the Committee), Mr. Mahendra Doshi and Mr. Gulshan Bijlani. All the members of this committee have adequate experience and financial knowledge. The Company Secretary of the company acts as secretary to the committee.
During the financial year 2015-2016 the committee met 2 times:
? 12th August 2015 for appointment of Mr. Amit Jain as CFO of the Company in place of Mr.Rajendra Agrawal.
? 4th November 2015 for appointment of Ms. Mala Todarwal as Non executive Non independent Director and acceptance of resignation of Ms.Tina Pardal as Non executive Non independent Director.
(v) Compensation to Non-Executive Directors
The Non Executive Directors do not draw any remuneration from the Company except the Sitting Fees which is paid to them for attending Board/Committee meetings by issuing cheques in their favor. The sitting fees paid to the directors subject to TDS during the year under review are as under:
(vi) Executive Directors and Remuneration
The Managing Director and Joint Managing Director are the Executive Directors in the Company. Their remunerations are fixed by the remuneration/compensation committee and subsequently approved by the Board of Directors and the shareholders of the company.
None of the Directors are related to each other except Mr.Ravi Ghai being the father of Mr. Gaurav Ghai.
(vii) Finance, Investment and Banking Operation Committee
There were no Meetings of Finance, Investment and Banking Operation Committee during the year.
The Company Secretary of the company acts as the secretary to the committee.
4. Meeting of Independent Directors:
The Independent Directors of the Company had met during the year on 3rd February 2016 to review the performance of non- Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the company management and the Board.
The Company had also further during the year, conducted Familiarisation programme for Independent Directors of the Company and the details of such familiarisation programmes are disseminated on the website of the Company.
5. Risk Management:
Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined
by the Board.
6. Whistle Blower Policy:
The company has an established mechanism for Directors/Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. The company affirms that no personnel has been denied access to the audit committee. The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any ppersonnel may raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee The key directions/actions will be informed to the Managing Director of the Company.
(i) Related Party Transactions:
There were no material significant related party transactions of the Company with key managerial personnel which have potential conflict with the interest of the Company at large. Members may refer to the notes to the accounts for details of other related party transaction.
(ii) Compliance with regulations related to Capital Markets:
The company has complied fully with the requirements of the regulatory authorities of the capital markets. There were no instance of non-compliance nor have any penalties, or strictures have been imposed by Stock Exchange or SEBI or any other statutory authority during the last three years on any matter related to the capital markets.
(iii) Accounting Standards:
The company has followed the accounting standards laid down by the Institute of the Chartered Accountants of India.
(iv) CEO/CFO Certificate:
Chief Executive Officer and Chief Financial Officer of the company have furnished the requisite certificate to the Board of Directors under clause 17 of SEBI (LODR) Regulations 2015.
8. Means of Communication:
The Company regularly submits quarterly results to the Bombay Stock Exchange Limited on which the shares of the Company are listed. The said results are also published in the newspapers.
(a) The Company publishes its quarterly, half-yearly and year to date results in the Maharashtra Times and Economic Times newspapers at Pune
(b) These results are not sent individually to its shareholders.
(c) No presentations have been made to institutional investors or to analysts.
(d) The Company’s website – www.gravissgroup.com.
(e) Management Discussion and Analysis is given separately in this Annual Report.
9. General Shareholder Information:
(i) 55th Annual General Meeting:
Date and Time : 29th July, 2016 at 12.30 p.m.
Venue : Dairy Tops, J-177, MIDC, Bhosari, Pune-411 026.
(ii) Financial Calendar:
The Company follows April-March as its financial year. The unaudited financial result for every quarter beginning from April is declared in the month following the quarter and audited results for the year is declared within one month of the close of the year.
(iii) Date of Book Closure:
The date of book closure is from 18th July, 2016 to 29th July, 2016 (both days inclusive) for the purpose of annual general meeting.
(iv) Listing on Stock Exchanges:
The Company’s shares are listed on the Bombay Stock Exchange Limted, Mumbai and the Company has paid Listing Fees for the year 2016-2017 to the Stock Exchanges.
(v) Stock Exchanges
Stock Exchanges Stock Code ISIN
Bombay Stock Exchange Ltd 509546 INE214F01026
(vi) ) Registrar and Share Transfer Agent:
Link Intime India Private Limited
C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai 400 078.
Contact Number: 022-2596 3838
(vii) Share Transfer System:
Applications for transfer of shares held in physical form are received at the office of the Company. The processing of transfers is attended immediately and share transfers are processed by Link Intime India Pvt. Ltd. - the Registrar and Share Transfer Agent of the Company. The Shareholder/Investor Grievance Committee is authorized to approve the transfers of shares and the same is ratified at the next Board Meeting.
(viii) Dematerialization of Shares and Liquidity:
The equity shares of the Company are traded on the Bombay Stock Exchange Limited. The Company has entered into an agreement with both National Securities Depository Limited and Central Depository Services Limited for dematerialization of equity shares of the company. Approximately, 65291577 (92.59%) of the equity shares of the company have been dematerialized as on 31st March 2016.
(ix) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments conversion date and likely impact on equity:
The Company has not issued any GDRs/ADRs and therefore there were no outstanding GDRs/ADRs.
(x) Plant Locations:
Unit : Hotel Inter-Continental Marine Drive, 135, Netaji Subhash Road, Mumbai 400 020.
Mayfair Banquets Locations : 254-C, Dr. Annie Besant Road, Worli, Mumbai 400 030.
(xi) Address for Investor Correspondence:
In case of any query or assistance, the investors may contact or write to:
Registered Office Registrar & Transfer Agent
Dairy Tops, Plot No. J-177, MIDC Link Intime India Private Limited
Bhosari, Pune-411 026, Maharashtra C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Tel: 020-3068 1102/3068 1139 Fax: 020-2747 7996 Mumbai 400 078 Tel: 022-2596 3838, Fax: 022-2596 2691
Administrative Office Mrs. Lajja Shah
254-C, Dr. Annie Besant Road, Company Secretary & Compliance Officer
Worli, Mumbai-400 030. 254-C, Dr. Annie Besant Road, Worli, Mumbai-400 030
Tel: 022 – 4050 1111 Fax: 022 – 2491 5555 Tel: 022 – 4050 1111 Fax: 022 – 2491 5555
(xii) Unclaimed Dividends:
The dividend remaining unclaimed/unpaid has been transferred to the Graviss Hospitality Ltd. unpaid dividend A/c. However, there is Rs. 3,31,649.68 dividend remaining unpaid or unclaimed for the period of seven years from the date of transfer to unpaid dividend account, which requires to be transferred to Investor Education and Protection Fund.
Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose favor the shares shall be transferable in case of death of the registered shareholder. Nomination forms can be obtained from the company’s registrar and share transfer agent. The nomination facility in respect of shares in electronic form is also available with depository participants.
(xiv) Certificate on Corporate Governance:
The company has obtained a certificate from the auditors of the company confirming compliances with the conditions of corporate governance.