REPORT ON CORPORATE GOVERNANCE
1. A brief statements on Company's Philosophy on Code of Governance
The Company firmly believes in and has consistently endeavored to practice good Corporate Governance. The Company's philosophy on Corporate Governance envisages the attainment of the highest levels of transpar- ency, professionalism and accountability, in all facets of its operations and in all its interactions with its stake holders, including Shareholders, Employees, the Government and the Lenders.
2. Board of Directors
d) Number of Board Meetings held and the date on which held:
Four Board Meetings were held during the year, on the following dates: 17th May, 2014 7th Aug, 2014 8th Nov, 2014 10th Feb, 2015
The Maximum time gap between any two meetings was not more than 120 days.
e) Independent Directors:
The company has complied with the conditions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchange regarding independence.
The company has also obtained declaration of independence from each independent Directors pursuant to Section 149(7) of the Companies Act, 2013
f) Independent Directors Meeting:
A separate meeting of independent Directors was held on 10-02-2015 without attendance of Non-independence Directors and members of the management.
3. Audit Committee
i. Brief description of terms of reference
The present Audit Committee consists of Non-executive Independent Directors viz., Mr.B.L.Singhal, Chairman, Mr. M.R.Vikram and Mrs. Rajul Kothari. The constitution of Audit Committee also meets with the requirements under Section 177 of the Companies Act, 2013 and clause 49 of the listing agreement. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations.
The Audit committee shall oversee financial reporting process and disclosures, review annual financial statements, management discussion and analysis of financial condition and results of operation, review adequacy of internal audit function, related party transactions, review financial and risk management policies, to look into the reasons for material defaults in the payment to depositors, debenture/shareholders and creditors, if any, oversee compliance with stock exchange and legal requirements concerning financial statements, review auditors qualifications (draft) compliance with Accounting standards, recommending the appointment and renewal of external Auditors and Cost Auditors, fixation of audit fee and also approval for payment for other services etc.
iv. Internal Audit and Control :
M/s D.K.Baid & Co., Chartered Accountants, Hyderabad, Internal Auditors carried out Internal Audit of the Company. Internal Audit Plan and their remuneration are being approved by the Audit Committee. The reports and findings of the Internal Auditors the Internal Control Systems are periodically reviewed by the Audit Committee.
v. Prevention of Insider Trading :
The Audit Committee also monitors implementation and compliance of the Company's Code of Conduct for prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended uptodate. Shri P.Prabhakara Rao, Company Secretary is the Compliance Officer of the Company.
vi. Vigil Mechanism :
The Company has established a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy duly adopted by the Board. The same is available on the website of the Company www.gtnindustries.com No personnel has been denied access to the Audit Committee to lodge their complaint/concern.
4. Nomination & Remuneration Committee:
i. Brief description of terms of reference
The Remuneration Committee has been constituted to recommend/review the remuneration package of the Chairman & Managing Director, KMP and other senior executives of the Company. The remuneration policy is in consonance with the existing industry practice and also with the provisions of the Companies Act, 2013.
iii. Attendance during the year
Nomination & Remuneration Committee Meeting held on 17th May, 2014.
iv. Remuneration policy
Company adopted to follow/comply the provisions of the Companies Act and pay managerial remuneration within the limits of Act/Schedule
i) Disclosure on materially significant related party transactions, that may have potential conflict with the interest of the Company at large:
During the year, the Company had not entered into any transaction of a material nature with any of the related parties, which were in conflict with the interest of the Company. All transactions with the related parties were in the ordinary course of business and at arms length.
ii) 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: None
iii) Whistle Blower policy and affirmation that no person has been denied access to the Audit Committee:
The Company promotes ethical behavior in all its business activities and has put in place mechanism of reporting illegal or unethical behaviour. Employees are free to report existing / probable violations of laws, rules, regulations or unethical conduct to their immediate supervisor / notified person. The Directors and Senior Management are obligated to maintain confidentiality of such reporting and ensure that the whistle blowers are not subjected to any discriminatory practice.
iv) Details of compliance with all mandatory requirements and adoption of the non-mandatory requirements of the clause.
The Company has complied with all mandatory requirements
v) Reconciliation of Share Capital :
A qualified Practicing Company Secretary has carried 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. The Report confirms that the total issued /paid up capital is in agreement with the total number of shares in physical forms and the total number of dematerialized shares held with NSDL and CDSL.
vi) MD and CFO Certification :
The Managing Director and CFO of the Company give quaterly/annual certification on financial reporting and internal controls to the Board in terms of Clause 41 and 49(ix) of the Listing Agreement.
vii) Compliance on Corporate Governance:
The quarterly compliance report has been submitted to the Stock Exchange at BSE & NSE in the requisite format duly signed by the compliance officer. Pursuant to Clause 49 of the Listing Agreement, the Auditors' certificate in compliance on conditions of Corporate Governance is published elsewhere in the Annual Report.
8. Means of Communication
i. Quarterly results
The quarterly/half yearly un-audited and annual audited financial results of the Company are sent to the Stock Exchange (s) immediately after they are approved by the Board of Directors.
ii. Newspapers wherein results normally published
The quarterly results are normally published in one of the all India circulated National and Local dailies such as Business Standard/Financial Express (National Daily) and Andhra Prabha/Andhra Bhoomi/Surya (Regional newspaper).
iii. Any website where displayed : www.gtnindustries.com
iv. Whether it also displays official news releases: Nil
v. The presentation made to institutional investors or to the analysts: Nil
9. General Shareholders Information
i) AGM : Date, Time and Venue
Date and time : 29-09-2015 at 10.15 A.M.
Venue : Chitkul Village, Patancheru Mandal, Medak Dist-502307 Telangana.
ii) Financial Year : 2014-2015
iii) Date of Book closure : 24-09-2015 to 29-09-2015 (Both days inclusive)
iv) Dividend payment date : No dividend recommended by the Board for the year 2014-15.
v) Listing on Stock Exchanges at : BSE Limited (BSE) and National Stock Exchange (NSE) Annual listing fee for the year 2014-15 has been paid to BSE and NSE.
vi) STOCK CODE
Scrip Code No. : BSE : 500170
Trading Symbol : NSE : GTNIND
viii) Performance in comparison to broad –based indices such as BSE Sensex, CRISIL index etc.,- Our Company Scrip was not actively traded and transactions are not much.
ix) Registrar and Transfer agents : Integrated Enterprises India Ltd 2nd Floor, Kences Towers, No.1 Ramakrishna Street, North Usman Road, T.Nagar, Chennai – 600 017 Ph: 044 28140801-03 Fax: 044-28142479 E mail: firstname.lastname@example.org
x) Share Transfer System : Presently, the share transfers which are received in physical form are processed and the share Certificates are returned within a period of 21 days from the date of receipt, subject to the documents being valid and complete in all respects. As regards shares held in Electronic form, the credit being given as per guidelines/by-laws issued by SEBI and NSDL/CDSL.
xii) Dematerialization of Shares and liquidity
The Shares of the Company are compulsorily traded in DEMAT form by all categories of investors w.e.f 28th August 2000. The Company has arrangements with both National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to establish electronic connectivity of our shares for scripless trading. As on 31st March, 2015, 97.98 % Equity shares of the company were held in dematerialized form.
xiii) Outstanding GDRs/SDRs/Warrants or any Convertible instruments, conversion date and likely impact on equity - NIL
xiv) Plant locations
SPINNING / DOUBLING UNIT(S)
Chitkul village, Patancheru Mandal, Medak District,Pin -502 307.Telangana State
Khurajgaon Village, Saoner Tahsil Nagpur District, Pin-441 112. Maharashtra
xv) Address for Correspondence : Secretarial Department, GTN INDUSTRIES LIMITED Plot No.29, Nagarjuna Hills, Punjagutta, Hyderabad - 500 082. Telangana State. Tel: 040-43407804/811, Fax: 040-23358400 E-mail: email@example.com The above report was adopted by Board of Directors at their meeting held on 28th May, 2015.