I. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
GTL's Philosophy on the Code of Governance as adopted by its Board of Directors:
• Ensure that quantity, quality and frequency of financial and managerial information which is shared with the Board, fully places the Board members in control of the Company's affairs.
• Ensure that the Board exercises its fiduciary responsibilities towards stakeholders thereby ensuring high accountability.
• Ensure that the extent to which the information is disclosed to present and potential investors is maximized.
• The decision-making is transparent and documented through the minutes of the meetings of the Board / Committees thereof.
• Maximizing long term value of the stakeholders and the Company and to protect interest of minority shareholders.
• Ensure that core values of the Company are protected.
• Ensure that the Company positions itself from time to time to be at par with any other company of world class operating practices.
II. BOARD OF DIRECTORS
Note: In terms of Clause 49 (II)(B)(6) of the Listing Agreement with the Stock Exchanges where shares of the Company are listed and Schedule IV to the Companies Act, 2013, a meeting of Independent Directors was convened on March 23,2015 for transacting stipulated business.
III. AUDIT COMMITTEE:
Powers of Audit Committee:
i. To investigate any activity within its terms of reference.
ii. To seek information from any Employee.
iii. To obtain outside legal or other professional advice.
iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Terms of Reference / Role:
The role of the Audit Committee shall include the following:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors including cost auditors, if any, of the Company;
3. Approval of payment to statutory auditors including cost auditors, if any, for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory including cost auditors, if any, and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the 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;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
21. Explanation (i): The term "related party transactions" shall have the same meaning as provided in Clause 49(VII) of the Listing Agreement;
22. To review the financial statements, in particular, the investments made by the unlisted subsidiaries of the Company;
23. To review the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by the Statutory Auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the Chief Internal Auditor.
IV. NOMINATION & REMUNERATION COMMITTEE (NRC)
Brief description of terms of reference:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.
5. Review of HR Policies / Initiatives & Senior Level Appointments;
Administer and supervise Employees Stock Option Schemes including allotment of shares arising out of conversion of Employee Stock Option Scheme(s) or under any other employee compensation scheme;
Frame suitable Policies and systems for implementation, take appropriate decisions and monitor implementation of the following Regulations:
a. SEBI (Prohibition of Insider Trading) Regulations 1992; and
b. SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003.
Perform such other functions consistent with regulatory requirements
The Policy Dossier approved by the Board at its meeting held on May 20, 2014 contains compensation policy (criteria on making payments) for Directors, which has been posted on the website of the Company, inter-alia, provides for the following:
• Executive Directors:
• Salary and commission not to exceed limits prescribed under the Companies Act, 2013.
• Remunerate from time to time depending upon the performance of the Company.
• Individual Directors performance and prevailing Industry norms.
• No sitting fees.
• No ESOPs for Promoter Directors.
• Non-Executive Directors:
• Eligible for commission based on time, efforts and output given by them.
• Sitting fees and commission not to exceed limits prescribed under the Companies Act, 2013.
• Eligible for ESOPs (other than Independent and Promoter Directors).
Whether Special Resolutions were put through postal ballot last year, details of voting pattern:
Yes, details as under:
a. Resolution under Section 180(1)(a) of the Companies Act, 2013, read with Rule 22(16)(i) of the Companies (Management and Administration) Rules, 2014, empowering the Company for creation of charges / mortgage. The Company received 250 postal ballot forms and 148 E-Votes aggregating 398 ballots. After weeding out 20 forms on technical grounds, out of total valid 378 postal ballot forms (including E-Votes) for 7,51,65,388 equity votes, 329 ballots consisting of 7,51,53,638 equity votes representing 99.98% of valid votes were in favour of the resolution. Accordingly, based on the report of the scrutinizer, the resolution was declared as passed as a special resolution on September 25, 2014.
b. Resolution under Section 186(3) of the Companies Act, 2013, read with Rule 22(16)(j) of the Companies (Management and Administration) Rules, 2014, thereby empowering the Company for giving loans, guarantee or providing security in connection with loan to any other body corporate or a person and acquiring securities of any other body corporate, whether existing or new. The Company received 250 postal ballot forms and 148 E-Votes aggregating 398 ballots. After weeding out 23 forms on technical grounds, out of total valid 375 postal ballot forms (including E-Votes) for 7,51,65,228 equity votes, 322 ballots consisting of 7,51,53,200 equity votes representing 99.98% of valid votes were in favour of the resolution. Accordingly, based on the report of the scrutinizer, the resolution was declared as passed as a special resolution on September 25, 2014.
• Person who conducted the postal ballot exercise:
Mr. Virendra G. Bhatt, Practicing Company Secretary.
• Whether special resolutions are proposed to be conducted through postal ballot:
The Company is proposing to pass special resolution as under:
a. Special Resolution under Section 180(1)(a) of the Companies Act, 2013, read with Rule 22(16)(i) of the Companies (Management and Administration) Rules, 2014, empowering the Company to sale its Operations, Maintenance & Energy Management business, current / non-current assets etc.
• The Procedure for postal ballot:
a. Postal Ballot Forms are being sent to all shareholders with Draft resolution and Explanatory Statement pursuant to Sections 110 and 102(1) of the Companies Act, 2013, for obtaining approval of the members.
b. In compliance with the provisions of Clause 35B of the Listing Agreement and Sections 108 and 110 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, the Company is pleased to offer e-voting facility as an option to all the Members of the Company to exercise their right to vote. The Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating the e-voting. The voting period begins on Saturday, August 29, 2015 at 09:00 AM and ends on Monday, September 28, 2015 at 05:00 PM.
c. The Company has appointed. Mr. Virendra G. Bhatt, a Company Secretary in Practice, Mumbai, as Scrutinizer for conducting the Postal Ballot voting process.
d. Members are requested to carefully read the instructions in the Postal Ballot Notice / Explanatory Statement and Postal Ballot Form, record their assent or dissent therein and cast their vote either electronically or by sending the Postal Ballot Form duly completed, in original, in the self-addressed pre-paid envelope, so as to reach the addressee on or before the closing of working hours i.e. 5:00 p.m on Monday, September 28, 2015.
e. The Scrutinizer will scrutinize and submit his report to the Chairman & Managing Director / Whole-time Director after ascertaining votes through e-voting and Postal Ballot forms and the results of the Postal Ballot will be announced by the Chairman & Managing Director / Whole-time Director on Wednesday, September 30, 2015.
• Disclosure on materially significant related party transactions of the Company, that may have potential conflict with the interests of the Company at large:
The necessary disclosures regarding the transactions with Related Parties are given in the notes to the Accounts. None of these transactions have potential conflict with the interest of the Company at large.
• Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authority, on any matter related to Capital Markets during the last three years:
There was no such instance in the last three years.
• Whistle Blower Policy and affirmation that no personnel have been denied access to the Audit Committee:
The Company has formulated the Whistle Blower Policy which is a channel for receiving and redressing employees' complaints and that no personnel of the Company were denied access to the Audit Committee.
• Details of Compliance with mandatory requirements and adoption of the non-mandatory requirements: Pursuant to sub-clause XI(B) of Clause 49 of the Listing Agreement, the Company confirms that it has complied with all mandatory requirements prescribed in Clause 49 of the Listing Agreement for the financial year 201415. The Company has obtained a certificate from Joint Auditors Certifying its compliance with the provisions of Clause 49 of the Listing Agreement. This certificate is annexed to the Directors' Report for the FY 2014-15.
Pursuant to sub-clause IX of Clause 49 of the Listing Agreement, the Chairman & Managing Director (CEO) and the Chief Financial Officer (CFO) have issued a certificate to the Board, for the year ended March 31, 2015.
• Non Mandatory requirements: The Board -
Has an Executive Chairman and his office with required facilities is provided and maintained by the Company.
Shareholders Rights -
Financial Results for the half year / quarter ended September 30, 2014 were published in the Free Press Journal and Navshakti newspapers and were also displayed on the Company's website www.gtllimited.com and disseminated to the Stock Exchanges (i.e. BSE & NSE) wherein its equity shares are listed, hence separately not circulated to the shareholders.
Audit Qualifications -
For the FY 2014-15 there are no audit qualifications to the Company's financial statements. Separate post of Chairman and CEO -
The Company will consider segregation of the post of the Chairman and CEO, however, in view of the provisions contained in the CDR documents, for making any change in the management set up; prior approval of CDR Empowered Group is required. Reporting of Internal Auditor -
The Internal Auditor of the Company reports to the Audit Committee
VIII. MEANS OF COMMUNICATION:
• Quarterly Results
The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges where shares of the Company are listed, immediately after these are approved by the Board.
Website where displayed
• Whether it also displays official news releases
• Press Releases made by the Company from time to time are also displayed on the Company’s website.
• A Management Discussion and Analysis Report is a part of the Company’s Annual Report
• The presentation made to institutional investors or to the analysts
During the year under review, the Company has not made any presentations to institutional investors or to the analysts
The Company is registered in the State of Maharashtra, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L40300MH1987PLC045657.
1. Date, time and venue of the 27th Annual General Meeting
Wednesday, September 23, 2015, 11:00 a.m. at Marathi Sahitya, Sanskriti & Kala Mandal, Sahitya Mandir Hall, Near Navi Mumbai Sport Association, Sector 6, Vashi, Navi Mumbai 400703, Maharashtra.
2. a. Financial Year April 1 - March 31
Results for Quarter Ending To be Published
Q1,June 30, 2015 : On or before August 14, 2015
Q2, September 30, 2015 : On or before November 14, 2015
Q3, December 31, 2015 : On or before February 14, 2016
Q4, March 31, 2016: On or before May 30, 2016
3. Date of book closure: Wednesday, September 23, 2015.
4. Dividend Payment: The Board has not recommended any dividend for FY 2014-15.
5 Listing on Stock Exchanges
BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). Listing Fees for 2015-16: Paid to both the Stock Exchanges.
9. Registrar and Share Transfer Agent:
The In-house Investor Service Centre (ISC) of the Company provides share registration and all the other related services to its shareholders. The ISC has also established connectivity with both the Depositories in India, viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). The ISC is situated at the Registered Office of the Company. The ISC is registered with the Securities and Exchange Board of India (SEBI) as a Category II Share Transfer Agent (STA) under Permanent Registration Code INR000003951.
10. Share transfer system:
As majority of shares of the Company are held in electronic (demat) form, requests for transfer of shares in physical form are negligible. Share transfers are processed and the share certificates duly endorsed are returned within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects. The Board has delegated the authority for approving transfers / transmission etc. of the Company's securities to the Stakeholder's Relationship Committee of the Board, which meets regularly to approve the share transfers and other related work. A summary of transfer / transmission etc. of securities of the Company so approved by the said committee is placed quarterly at the Board Meetings. The Company obtains from a Practicing Company Secretary a half-yearly certificate of compliance with the share transfer formalities as required under Clause 47(c) of the Listing Agreement with the Stock Exchanges and files a copy of the certificate with the Stock Exchanges.
A total number of 450 equity shares (in physical form) were transferred during the year under review (Previous year 346).
12. Dematerialisation of shares and liquidity:
Trading in equity shares of the Company on the Stock Exchanges is permitted only in dematerialised form as per notification issued by SEBI. The shares of the Company are available for trading under both the Depository Systems in India - NSDL & CDSL. 99.81% of the Company's shares are held in dematerialised form as on March 31, 2015 (99.81% as on March 31, 2014).
The Company's equity shares are among the regularly traded shares on the BSE and NSE. Relevant data for the traded volumes is provided hereinabove.
13. Outstanding Warrants or any Convertible instruments, conversion date and likely impact on equity:
Currently, no convertible instruments are issued by the Company and resultantly, there is no impact on equity.
14. Plant Locations:
List of Branch Offices and addresses provided elsewhere in this Annual Report.
15. Address for correspondence
A. Registered Office & Investor Service Centre (ISC):
GTL Limited, "Global Vision", Electronic Sadan-II, MIDC, TTC Industrial Area, Mahape, Navi Mumbai - 400 710, Maharashtra, India. Website: www.gtllimited.com CIN: L40300MH1987PLC045657
B. Investor Correspondence:
All shareholders complaints / queries in respect of their shareholding may be addressed to the ISC at the Company's Registered Office.
Mr. Jayendra Pai, Associate Vice President - Investor Services or Mr. Divesh R. Sawant, Manager - Investor ServicesTel.: +91 22 2761 2929 Extn. Nos.: 2232 / 2233 / 2228 / 3182 FAX: +91 22 2768 0171Website: www.gtllimited.com E-mail for Investor Grievance/s: email@example.com
C. Queries relating to financial statements, the Company's performance etc. may be addressed to:
Mr. Rahul Desai - Head Investor Relations & Capital Markets GTL Limited, 412, Janmabhoomi Chambers, 29, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 038, Maharashtra, India. Tel: +91 22 2271 5000 (Extn: 347) Fax: +91 22 2261 9649 E-mail: firstname.lastname@example.org
16. Legal Proceedings:
As on March 31, 2015, there were 52 cases against the Company, pending in various Courts and other Dispute Redressal Forums.
In 12 out of 52 cases, the Company has been implicated as proforma defendant i.e. there is no monetary claim against the Company. In most of these cases dispute is concerning the matters like loss of share certificate, title claim / ownership / transfer of the shares etc. The Company's implication in these matters is with a view to protect the interest of the lawful owners of the shares. Upon the final orders passed by the Court(s), the Company shall have to release the shares, which are presently under 'stop transfer', in this regard to the rightful claimants. There is no direct liability or adverse impact on the business of the Company on account of the said 12 cases.
Out of the balance 40 cases, 29 cases are from its earlier power business and 10 cases are from telecom related businesses which are handled by the Company's Advocates, who have the necessary expertise on the subject. It is found that in most of the cases the claims are frivolous, highly exaggerated and without any basis and therefore the Company is resisting and defending these claims. The contingent liability of these 40 cases is Rs. 23,427,158/-.
In one case NCD holder has filed winding up petition against the Company before Hon'ble High Court of Bombay, in view of pending restructuring of NCD's due to inter-creditor issues, where in the claim amount is Rs. 18,584,551,530/-
The total contingent liability against the Company is Rs. 18, 607,978,688/-.
17. Unpaid / Unclaimed Dividends:
Pursuant to provisions of Section 205A(5) of the Companies Act, 1956, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account, is required to be transferred by the Company to the Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 205C of the Companies Act, 1956. After transfer of unpaid / unclaimed dividend amount to the IEPF, the amounts cannot be claimed by shareowners.
18. Equity Shares in the Suspense Account:
The Company has no cases as are referred to in Clause 5A(I) of the Listing Agreement with Stock Exchanges.
Members are requested to note that in compliance of Clause 5A(II) of the Listing Agreement with the Stock Exchanges, the Company has dematerialised all the unclaimed shares into "GTL Limited - Unclaimed Shares Demat Suspense Account" with one of the Depository Participants. The voting rights of those members shall remain frozen till the rightful owner claims the shares.
As stipulated under Clause 5A(II) of the Listing Agreement with the Stock Exchanges, the Company reports the following details of equity shares lying in the suspense account.
Manoj G. Tirodkar
Chairman & Managing Director
Date: May 5, 2015