CORPORATE GOVERNANCE REPORT:
Corporate governance refers to the set of systems, principles and processes by which a company is governed to ensure the company is managed to suit the best interest of all the stakeholders. The Corporate Governance structure specifies distribution of rights and responsibilities among different participants in the corporation, such as, the board, managers, shareholders and other stake holders, and spells out the rules and procedures for making decisions on corporate affairs. Corporate governance provide the guidelines as to how the company can be directed or controlled such that it can fulfill all its goals and objectives in a manner that adds to the value of the company and is also beneficial for all the stakeholders in the long term. Stakeholders include everyone ranging from the board of directors, management, shareholders to customers, employees and society. The management of the company hence assumes the role of a trustee for all the others.
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Board of Directors and the Management of your Company commit themselves to achieve excellence in Corporate Governance by:
> Ensure transparency and professionalism in the all decisions and transactions of your Company;
> Strive towards the medium and long term enhancement of shareholder value through sound business decisions, prudent financial management and high standard of ethics throughout your Company;
> Conforming to prevalent guidelines on Corporate Governance;
> Regularly reviewing the processes of Board and Management systems directed towards continuous improvement.
2. BOARD OF DIRECTORS/ BOARD MEETINGS:
i. Composition as on March 31, 2015:
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board. As on March 31, 2015, the present strength of the Board of Directors comprises a Chairman & Whole Time Director, Managing Director two Executive Directors and four Non-Executive Directors. Out of total strength of 8 directors, 4 are independent, thus it meets the stipulated requirement.
iv. Board Procedure:
A detailed folder of agenda & notes thereon is sent to each Director in advance of Board and committee meeting. All material information is incorporated in the agenda for facilitating meaningful and purposeful discussion at the meeting. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted with the permission of Chairman of the meeting. To enable the Board to discharge their duties effectively, the Managing Director apprises the Board regarding overall performance of the Company at every meeting.
The Board reviews strategy and business plans, annual operating and capital expenditure budgets, investment and exposure limits, compliance reports of all laws applicable to the Company. The board also reviews major legal issues, significant labour problems and their proposed solutions, minutes of the Committees of the board, significant transactions and arrangement entered into by the company, adoption of financial results, transactions pertaining to purchase or disposal of properties, major accounting provisions and information on recruitment of officers just below the Board level including the appointment or removal of Chief Executive Officer and Chief Financial Officer. Board also take note on non-compliance of any regulatory, statutory nature or listing requirements and shareholders service such as nonpayment of dividend, delay in share transfer etc.
v. Discussion with Independent Directors:
Pursuant to Schedule IV of the Companies Act, 2013 and the rules made thereunder, the independent directors of the Company shall hold at least one meeting in a year without the attendance of non-independent directors and members of the Management. All the independent directors of the Company shall strive to be present at such meetings. The meeting shall review the performance of non-independent directors and the Board as a whole, review the performance of the Chairman of the Board, taking into account the views of the executive directors and non-executive directors; assess the quality, quantity and timeliness of flow of information between the Management and the board that is necessary for it to effectively and reasonable perform its duties.
4. DIRECTORS' REMUNERATION:
Nomination and Remuneration Committee determines and recommends to the Board the compensation payable to the directors. All Board -level compensation is approved by the shareholders and disclosed in the financial statements. The details of compensation paid during the FY 2014-15 are given below:
(i) Executive Directors:
The Company pays remuneration to Chairman & Whole Time Director, Managing Director and Executive Directors as approved by the Board of Directors and the Members of the Company in the General Meeting.
5. BOARD COMMITTEES:
Currently, the Board has four committees: the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders' Relationship Committee and the Business Development and Risk Management Committee. All committees except the Audit Committee consist entirely of independent directors. Recommendations of the committees are submitted to the Board for approval.
A. Audit Committee:
A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchanges read with Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee has been expanded to include the requirements of the Companies Act, 2013 and are inter-alia as under:
• The recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
• Review and monitor the auditor's independence and performance, and effectiveness of audit process.
• Review of the quarterly and half yearly financial results with the management and the statutory auditors.
• Review with the management and statutory auditors of the annual financial statements before submission to the board.
• Examination of the financial statement and the auditor's report thereon.
• Approval or any subsequent modification of transactions of the Company with related parties.
• Evaluation of internal financial controls and risk management systems
• Monitoring the end use of funds raised through public offers and related matters.
The Audit Committee met 8 times during the financial year 2014-15 on 18th April, 2014, 9th May, 2014, 30th May, 2014, 31st July, 2014, 21st August, 2014, 1st September, 2014, 3rd November, 2014 and 10th February, 2015.
B. Stakeholder's Relationship Committee:
The Stakeholders' Relationship Committee has been constituted to look into and redress the Shareholders/ Investors grievances. All the members of the Committee are Non- Executive Independent Directors. The objective of Shareholders and Investors Grievance Committee to look into and redress shareholders/investors grievances relating to transfer of shares, non receipt of declared dividend, annual reports, all such complaints directly concerning the shareholders/investors as stakeholders of the company, any such matters that may be considered necessary in relation to Shareholders/investors of the company. The committee overseas the performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.
To expedite the process of share transfers, the Board has delegated the powers of share transfer to the Registrars and Share Transfer Agent and share transfer formalities are approved by them on a fortnightly basis.The Committee met 4 times during the financial year 2014-15 on 30th May, 2014, 31st July, 2014, 3rd November, 2014 and 10th February, 2015.
C. NOMINATION & REMUNERATION COMMITTEE:
In accordance with requirements of Section 178 of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange, the Board in its meeting held on April 18, 2014, has set up the Nomination and Remuneration Committee, the purpose of which is to oversee the nomination process for the top level management and the executive remuneration structure. The Committee identifies, screens and reviews individuals qualified to serve as executive directors, non-executive directors and independent directors consistent with criteria approved by the Board and recommends, for approval by the Board, nominees for election at the AGM. The Committee shall also review and discuss all matters pertaining to the compensation policy.
The Committee met once during the financial year 2014-15 on 18th April, 2014.
D. BUSINESS DEVELOPMENT AND RISK MANAGEMENT COMMITTEE:
The Board has set up a Business Development and Risk Management Committee in its meeting held on 3rd November, 2014. The purpose of Committee is to look out for the new ventures/new business opportunities, for the long term growth of the Company, keeping in mind the future prospect of auto component business & overall automotive industry as a whole and with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks efficiently and effectively.
Procedure for postal ballot:
In compliance with Clause 35B of the Listing Agreement and Sections 108, 110 and other applicable provisions of the Companies Act, 2013 read with the related Rules, the Company provides electronic facility to all its members, to enable them to cast their votes electronically. The Company engages the services of NSDL for the purpose of providing e-voting facility to all its members. The members have the option to vote either by physical ballot or e-voting.
The Company dispatches the postal ballot notices and forms along with postage prepaid business reply envelops to its members whose names appear on the register of members as on a cut-off date. The postal ballot notice is sent to members in electronic form to the email addresses registered with their depository participants/ the Company's Registrar and Share Transfer Agents. The Company also publishes a notice in the newspaper declaring the details of completion of dispatch and other requirements as mandated under the Act and applicable Rules. Voting rights are reckoned on the paid-up value of the shares registered in the names of the members as on the cut-off date. Members desiring to exercise their votes by electronic mode are requested to vote before close of business hours on the last date of e-voting.
The Scrutinizer submits his report to the Chairman, after the completion of scrutiny, and the consolidated results of the voting by postal ballot are then announced by the Chairman/ authorized officer. The results are also displayed on the website of the Company, www.gsgroupindia.com , besides being communicated to the stock exchanges. The date of declaration of results by the Company is deemed to be date of passing of resolutions.
a) Corporate Governance Voluntary Guidelines 2009:
The Ministry of Corporate Affairs, Government of India, has issued the Corporate Governance Voluntary Guidelines 2009 keeping in view the objective of encouraging the use of better practices through voluntary adoption, which not only serve as a benchmark for the corporate sector but also help them in achieving the highest standard of corporate governance. The company is in substantial compliance with the Voluntarily Guidelines and it will always be the company's endeavour to attain the best practices in corporate governance.
b) Code of Conduct:
The Code has been laid down by the Board, which has been circulated to all the concerned and the same is also hosted on the website of the Company www.gsgroupindia.com. As required under clause 49 of the Listing Agreement, all board members and senior management have affirmed compliance with this code. A declaration signed by the Managing Director to this effect is forming part of this report.
c) CEO/ CFO Certification:
The Chief Executive Officer and the Chief Financial Officer of the company have certified to the Board of Directors regarding the Financial Statements and matters related to internal control in prescribed format for the year ended 31st March, 2015, which is annexed to this report.
d) Accounting treatment in preparation of financial statements:
The company has followed the Accounting Standards prescribed by the Company (Accounting Standards Rules 2006) in preparation of its financial Statements.
e) Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy (Vigil Mechanism) to provide a formal mechanism to the employees, to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Conduct or Ethics Policy, ensures timely and consistent organizational response, build and strengthen a culture of transparency and trust.
The Company has set up a direct touch initiatives, under which all the employees/ business associates have direct access to the Management. The policy provides for adequate safeguards against victimization of employees.
f) Related Party Transactions:
There was no material/ significant transactions with the Directors or the management and their relatives etc. that have any potential conflict with the interest of the Company at large.
g) Details of non-compliance:
The Company has complied with all the requirements of the SEBI and the Stock Exchanges on the matters relating to the capital markets as applicable from time to time. There has been no instance of non-compliance by the company or penalty or strictures imposed on the company by the stock exchanges or SEBI or any statutory authority on any matter related to capital market, during the last three years.
h) Code for prevention of Insider Trading:
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015, the company has adopted a Code for Prevention of Insider Trading. The objective of the code is to restrict an insider from dealing in the shares of the company either directly or indirectly when in possession of unpublished price sensitive information. The code is applicable to the directors and designated employees / persons associated with the company. The code enumerates the procedure to be followed for dealing in the shares of the company and periodic disclosures to be made. The Company also informs the stock exchange(s) periodically about the shareholdings of the directors as per the regulations.
i) Management Discussion and Analysis:
The Annual report has a detailed section on Management Discussion and Analysis. j) Reconciliation of Share Capital Audit:
As stipulated by SEBI, a qualified practicing company secretary carries out share capital audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and report thereon is submitted to the Stock Exchanges.
k) Update Addresses:
To receive all communications promptly, please update your address with the Company or its Registrar
l) Dealing with Registered Intermediaries:
Members must ensure that they deal with only SEBI registered intermediaries and must obtain a valid contract note/confirmation memo from the broker/sub-broker, within 24 hours of execution of the trade and it should be ensured that the contract note/conformation memo contains order no., trade no., trade time, quantity, price and brokerage.
9. MEANS OF COMMUNICATION:
The Company communicates with the shareholders at large through its Annual Reports, publication of financial results, press releases in leading newspapers and by filing of various reports and returns with the Statutory Bodies like Stock Exchange and the Registrar of Companies. The Quarterly Financial Results are published in daily newspapers viz. "Business Standard" and "Desh Sewak".
10. GENERAL INFORMATION FOR SHAREHOLDERS:
b) 41st Annual General Meeting:
Date: 30th September, 2015
Time: 11.00 A.M.
Venue: Regd. Office, G.S. Estate, G.T. Road, Ludhiana.
c) Financial Year:
The financial year covers a period from 1st April to 31st March.
d) Financial Reporting for 2015-16 (Tentative):
First Quarter un-audited Results- June 30, 2015 : August, 2015
Half Yearly un-audited Results - September 30, 2015 : October' 2015
Third Quarter un-audited Results- December 31, 2015 : January' 2016
Fourth Quarter Audited Results-March 31, 2016 : May' 2016
Approval of Annual Accounts : August' 2016
e) Book Closure Date:
25.09.2015 to 30.09.2015 (both days inclusive)
f) Stock Market data:
The monthly-wise highest and lowest stock prices of BSE during the financial year 2014-15 is given below: *Face value of Rs. 5/- per equity share.
g) Registrar & Transfer agent:
M/s Skyline Financial Services Pvt. Ltd. New Delhi is the Registrar and Share Transfer Agent of the company for handling the share transfer work in physical and electronic form. All correspondence relating to share transfer, transmissions, dematerialization, rematerialisation etc. can be made at the following address:
M/S Skyline Financial Services Pvt. Ltd., D/153A, Okhla Industrial Area, Phase 1, New Delhi- 110020, Phone No. 011 30857575 (10 Lines), Fax No. 011 30857562; E - Mail: firstname.lastname@example.org
h) Share Transfer System:
The Company processes the Share Transfer and other related Shareholders services through Registrar and Share Transfer Agent (RTA) on a fortnight basis. The share transfer in physical form is registered within 15 days from the date of receipt, provided the documents are complete in all respects. The Company has a Stakeholders' Relationship Committee, which considered and approves the share transfers and to resolve any query or problem in relation thereto.
l. Company Secretary:
Ms. Amninder Kaur, ACS is the Company Secretary of the Company.
m. Plant Location:
(i) G.S. Estate, G.T. Road, Ludhiana.
(ii) M-09 Large Sector, Tata Kundra Main Road, Industrial Area, Adityapur Development Authority, Jamshedpur.
n. Address for Correspondence:
Registered Office : G S Estate, G.T. Road, Ludhiana - 141010 Telephone : 0161-2511001-05 Fax : 0161-2511085 Web Site www.gsgroupindia.com E-mail ID : email@example.com; exclusively for the redressal of investor's grievances.
Non Mandatory Requirements
The quarterly results of the Company are published in one English and one Punjabi newspaper, having wide circulation in Punjab. In the view of forgoing, the half yearly results of the Company are not sent to the shareholders individually.
It is always the company's endeavour to present unqualified financial statements. There is no audit qualification in the company's financial statements for the year ended 31st March, 2015.
No Unclaimed dividend for the years prior to and including the financial year has been transferred to the General Revenue Account/ the Investor Education & Protection Fund (IEPF), established by the Central Government, as no amount due under the head.
Permanent Account Number:
SEBI has made it mandatory for every participant in the securities /capital market to furnish PAN issued by the Income Tax dept. Accordingly all shareholders are required to submit their PAN along with a photocopy of both sides of the Pan card duly attested. Shareholders with shareholding in physical form are requested to send a copy of the PAN card of all holders (including joint holders) duly attested, by Notary Public/Gazetted Officer/ Bank manager under their official seal and stating their full name and address, folio no. to the company or its Registrar and STA. Shareholders holding shares in electronic form are required to furnish their PAN details to their Depository Participant with whom they maintain their account along with the documents as required by them.
To enable successors to get the shares transmitted in their favour without hassles, the members may register their nomination. Member(s) desirous of availing this facility may submit their nomination in form 2B which can be obtained from Skyline Financial Services Private Limited (Registrar Cum Share Transfer Agent) at the address mentioned above. Members holding shares in Dematerialized form are requested to register their nomination directly with their respective DPs.
Consolidation of folios and avoidance of multiple mailing:
In order to enable the company to reduce costs and duplicity of efforts for providing services to investors members who have more than one folio in the same order of names, are requested to consolidate their holdings as under one folio. Members may write to the registrar indicating the folio numbers to be consolidated along with the original share certificates to be consolidated.
Maintaining of Chairperson's office by Non-Executive Director:
No, as the Company has appointed Executive Director as Chair person.