29 Apr 2017 | Livemint.com

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GSL (India) Ltd.

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GSL (India) Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

In Compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, the Company has been incorporating for the last few years, a separate section on Corporate Governance in its Annual Report. The Shareholders and investors of the company would have found the information informative and useful.

Company's policies on Corporate Governance and due compliance report on specific areas wherever applicable for the year ended 31st March, 2008 are given hereunder divided into the following areas:

MANDATORY REQUIREMENTS

I. Company's philosophy on Corporate Governance:

The Company's business objective and that of its management and employees is to manufacture and market quality products and maximize production to create value that can be sustained over a long term for its shareholders, employees, customers, Government and lenders.

II. BOARD OF DIRECTORS

(a) Composition of Board :

The Board of Directors comprises five members at the end of the financial year, consisting of three Non-executive Directors who account for 60 percent of the Board's strength as against minimum requirement of 50% as per the listing agreement. The Non-executive Directors are eminent professionals/experts. Out of the five directors, the Company has two independent directors.

No Director is related to any other Director on the Board in terms of the provisions of the Companies Act, 1956.

All the directors who are on various Committees are within the permissible- limits of the listing agreement. The directors have intimated from time to time their membership in the various Committees in other Companies.

(b) Board Meetings and Attendance Record of Directors

(i) The members of the Board have been provided with the requisite information mentioned in the listing agreement well before the Board Meetings and the same were dealt with appropriately.

(ii) Six Meeting of the Board of Directors were held during the year ended 31st March 2008. These were held on:-

(1) 02.05.2007 (2) 27.06.2007 (3) 25.07.2007 (4) 22.09.2007 (5) 31.10.2007 (6) .30.01.2008

(c) Code of Conduct:

The Company has framed a Code of Conduct for the members of the Board of Directors and Senior Management Personnel of the Company. The declaration by Shri B. Bhushan, Director of the Company regarding compliance by the Board members and Senior Management Personnel with the said code of conduct is given as Annexure I to this report. In addition to this a separate code of conduct for dealing in equity shares and other securities having voting rights of the Company is also in place.

III. COMMITTEES OF BOARD

A. Audit Committee

(i) The Audit Committee was constituted by the Board at its meeting held on 29th June 2001, which was later on reconstituted from time to time. Member Directors of the present Audit Committee are as under:

1. Shri Damodar P, Agarwal : Chairman

Non-executive and Independent Director

2. Shri Balakrishna Iyer : Member

Non-executive and Independent Director

3. Shri B. Bhushan : Member

Director (Legal & Admin)

Two members of the Audit Committee are Non-executive Directors. The Committee has elected Shri Damodar P. Agarwal as its Chairman. All the members of Audit Committee are financially literate and one member is having accounting and related financial management expertise

(ii) The Audit Committee meetings were held on 27th June 2007, 25th July 2007, 31st October 2007 and 30th January 2008.

(iii) At the invitation of the Company representatives from the Accounts Department of the Company and the Advisor also attended the Audit Committee meetings to respond the queries raised at the Committee meetings.

(iii) The role and terms of reference of the Audit Committee cover the matters specified for Audit Committees under Clause 49 of the Listing Agreement as well as in Section 292A of the Companies Act, 1956.

B. Shareholders / Investors Grievance Committee

Shareholders /Investors Grievance Committee was constituted by the Board of Directors at its meeting held on 19.03.2002, which was later on reconstituted from time to time to monitor the redressal of the shareholders/investors grievances. The present Committee consists of three members :

1. Shri Damodar P. Agarwal : (Chairman)

Non-Executive and Independent Director

2. Shri Balakrishnan Iyer : (Member)

Non-Executive and Independent Director

3. Shri B. Bhushan : (Member)

Director (Legal & Admin)

The Committee reviews the status of complaints received from shareholders/investors and redressal thereof. A status report of the shareholder's complaints and redressal thereof is prepared and placed before the Shareholders/Investors Grievance Committee. During the year 2007-08, the Committee met 4 times, i.e. on 27.06.2007, 25.07.2007, 31.10.2007 & 30.01.2008.

C. Remuneration Committee

A Remuneration Committee was constituted by the Board of Directors at its meeting held on 30.01.2002, which was later on reconstituted from time to time to consider and decide remuneration payable to working Directors. Presently the Committee consists of three Directors:

1. Shri Damodar P. Agarwal : (Chairman)

Non-Executive and Independent Director

2. Shri Balakrishnan Iyer : (Member)

Non-Executive and Independent Director

3. Shri R. C: Bagrodia : (Member)

Non-Executive and Promoter Director

During the year 2007-08, no meeting of the Remuneration Committee was held.

D. Share Transfer System

The Board,has delegated the power of share and debenture transfer to Share transfer Committee of the Company. The delegated authorities attend to share and debenture transfer formalities. Transfer of shares/debentures are processed and registered within the stipulated time, provided all the documents are valid and complete in all respect. Mr. Anil Soni, Compliance Officer of the Company is authorized to monitor the share/debenture transfer process. Share/debenture transfers approved by the delegated authorities are placed before the next Board Meeting. As on 31.03.2008, no shares/debentures are pending for transfer for more than 15 days.

IV. Subsidiary Companies:

The Company does not have any subsidiary Company.

V. Disclosures:

(i) All .related party transactions have been entered into in the ordinary course of business and were placed periodically before the audit committee in summary form. There were no material individual transactions with related parties which were not in the normal course of business required to be placed before the audit committee and .that may have potential conflict with the interest of the Company at large. All individual transactions with related parties or others were on an arm's length basis.

(ii) All Accounting Standards mandatorily required have been followed in preparation of financial statements and no deviation has been made in following the same.

(iii) Risk assessment and its minimization procedures have been laid down by the Company and the same have been informed to Board members. These procedures are periodically reviewed to ensure that executive management controls risks through means of a properly defined framework.

(iv) No money was raised by the Company through public issue, rights issue, preferential issue, etc. in the last financial year and hence provisions contained in this behalf in Clause 49 of the Listing Agreement are not applicable for Compliance by the Company.

(v)(a) All pecuniary relationship or transactions of the non-executive directors vis-avis the company have been disclosed in item ll(b) of this report.

(b) The Company had 2 Executive Directors on the Board whose appointment and remuneration has been fixed by the Board in terms of resolution passed by the members. The remuneration paid/payable is mentioned in item II (b) of this report.

(c) The number of shares held by each director is mentioned in item II (a) of this list.

(vi) (a) Management Discussion and Analysis forms part of the Director's Report to the shareholders and it includes discussion on matters to the extent possible as required under the provisions of Clause 49 of the Listing Agreement with Stock Exchanges.

(b) There were no material financial & commercial transactions by Senior Management as defined in,Clause 49 of the Listing Agreement where they have personal interest that may have a potential conflict with the interests of the companyat large requiring disclosure by them to the Board of Directors of the Company.

(vii) No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

VI. Shareholders:

Company has constituted a Share Transfer and Shareholders/Investors Grievance Committee consisting of non-executive and executive directors of which Shri Damodar P. Agarwal is the Chairman. During the year ended 31st March 2008, 7 investor complaints/queries were received and as at 31st  March 2008 there were no complaints/queries pending reply. There were no share transfers pending for registration for more than 30 days as on the said date.

VII Compliance Certificate :

Compliance Certificate for Corporate Governance from Auditors of the company is given as Annexure II to this report.

VIII General Body Meetings :

(a) Postal Ballot (under Section 192A)

No resolutions are being proposed to be passed by postal ballot.

(b) Whether any special resolutions passed in the previous 3 A.G.Ms:

Yes, details of which are as under:

Date : Matter

10.09.2005 : Further issue of Capital

09.09.2006 : Appointment of Shri B. Bhushan as Director (Legal & Admin)

09.09.2006 : Appointment of Shri J. D. Patel as Director (Works)

22.09.2007: No Special Resolution was passed

(c) Whether any special resolution passed last year through postal ballot details of voting pattern?

No Special Resolution was passed last year through postal ballot.

(d) Person who conducted the postal ballot exercise?

Not Applicable.

(e) Whether any special resolution is proposed to be conducted through postal ballot

No Special Resolution proposed to be conducted through postal ballot at the ensuing Annual General Meeting of the Company.

(f) Procedure for postal ballot is as per the provisions contained in this behalf in the Companies Act, 1956 and rules made there under namely Companies (Passing of the Resolution by Postal Ballot) Rules, 2.001.

IX. Means of Communication:

Quarterly results:

(i) Which Newspapers normally published in The Business Standard (English)Ahmedabad : Loksatta (Gujarati) Ahmedabad

(ii) Any web site, where displayed Whether it also displays official News Releases and presentations made to Institutional investors/analysts : No

X. General Shareholder Information :

(a) Annual Genera! Meeting to be held : .

Day, Date, time and venue :

Day : Saturday

Date : 30.08.2008

Time : 12.00 Noon

Venue : Village Amletha, Taluka Rajpipla, Dist. Narmada, Gujarat

(b) Financial Year : 2008 -2009

First Quarterly Results : Before end of July 2008

Second Quarterly Results : Before end of October 2008

Third Quarterly Results : Before end of January 2009

Audited Yearly Results for The year ended 31.03.2008 : Before end of June 2009

(c) Date of Book Closure : 30th August 2008

(d) Dividend payment date : During the year the Company has not declared any dividend.

(e) Listing on Stock Exchanges :

The Equity, Shares of the Company are listed at the following Stock Exchanges:

(i) Ahmedabad Stock Exchange Ltd.,

Kamdhenu Complex, Opp. Sahajanand College,

Panjara Pole, Ahmedabad 380015.

(ii) Bom.bay Stock Exchange Ltd.,

Phiroze Jeejeebhoy Towers,

Dalai Street, Fort, Mumbai 400 001

(iii) The Calcutta Stock Exchange Assn. Ltd.,

7, Lyons Range, Calcutta 700 001.

Note: Listing fees have been paid to the Stock Exchanges for the year 2007-2008 except The Calcutta Stock Exchange. The Company has made application for delisting of shares with Delhi, Madras, Jaipur and Hyderabad Stock Exchanges.

(f) Stock/Company/Security/Common Code:

Equity Shares :

Bombay Stock Exchange Ltd. . 503738

(g) Market price Data :

The details of monthly highest and lowest closing quotations of the Equity Shares of the Company at the Bombay Stock Exchange Ltd. during financial year 2007-2008 are as under:

No transaction took place on any of the Stock Exchanges during the period 01.04.2007 to 31.03.2008. The price at which last transaction took place in an earlier year was at Rs. 5/-

(h) Performance in comparison to board based indices :

The performance of Company's equity shares relative to BSE Sensitive Index (BSE SENSEX) is not given as there was no transaction took place on any of the Stock Exchanges during the period 01.04.2007 to 31.03.2008.

(i) Registrar and Transfer Agents :

The Company has not appointed any Share Transfer Agents. The shares of the Company are in physical form only.

(j) Share Transfer System:

Share transfers are registered and returned within a period of 30 days from the date of receipt, if the documents are clear in all respects. Executives of the Company have been authorized to approve transfers in addition to the Committee.

(k) Dematerialization of Equity Shares:

The Company is yet to proceed for dematerialization of its equity shares.

(l) Plant (Manufacturing Units):

Mills :

(i) Village: Amietha, Taluka: Rajpipla, Dist. Narmada, Gujarat

(ii) Sarveshwar Enterprises, Survey No. 121/126, P. Silvassa Indl. Co-op. Society, Vapi-Silvassa Road, Vill. Amli, Silvassa

(m) Address for Correspondence:

GSL (India) Limited,

Vill: Amietha, Tal: Rajpipla,

Dist. Narmada, Gujarat.

GSL (India) Limited,

Plot No. 56, Road No. 17, 

MIDC, Andheri (E), Mumbai -93

(n) Non-Mandatory Requirements:

1. The Board:

At present there is no policy fixing the tenure of Independent Directors.

2. Remuneration Committee:

The Company had two Directors on the Board whose appointment and remuneration has been fixed by the Board in terms of resolution passed by the members. Remuneration of working Director appointed during the year shall be placed before the members for approval in the ensuing Annual General Meeting.

3. Shareholder's Rights:

Half yearly financial results including summary of the significant events in last six months are presently not being sent to shareholders of the Company.

4. Whistle Blower Policy:

The Company has not established any formal whistle blower policy.

The above report has been placed before the Board at its meeting held on 30.06.2008 and the same was approved.