REPORT ON CORPORATE GOVERNANCE
The Directors present the Company's Report on Corporate Governance.
THE COMPANY'S GOVERNANCE PHILOSOPHY
The Company firmly believes in good Corporate Governance and has made it a practice and a continuous process of development right across the Company. The Company's philosophy on Corporate Governance envisages attainment of a high level of transparency and accountability in the functioning of the Company and conduct of business, and places due emphasis on regulatory compliance. It has empowered the Executive Management to take decisions with regard to day to day operations and has also created checks and balances that such decisions are taken with care and responsibility to meet stakeholders' aspirations and societal expectations.
The Company's Corporate Philosophy is focused on its people who are its most important asset and it values its employees' integrity, creativity, ability, judgment and opinions, who in turn demonstrate the highest ethical standards and responsibility towards the shareholders. This has helped the Company take rapid strides in its pursuit of excellence.
The Company is committed to enhance shareholder value in a fair and transparent manner and has been in the forefront for benchmarking itself with the best business practices globally.
BOARD OF DIRECTORS
In terms of the Company's Corporate Governance Policy, all statutory and other significant and material information are placed before the Board to enable it to discharge its responsibility of strategic supervision of the Company as trustees of the shareholders
The composition of the Board of Directors of the Company is balanced, comprising of Non-Executive Directors including independent professionals. Directors are appointed / re-appointed with the approval of the shareholders and all Directors, except the Independent Directors, are liable to retire by rotation. The present strength of the Board of Directors of the Company is six.
COMMITTEES OF THE BOARD
Currently, there are three Committees of the Board -the Audit Committee, the Stakeholders Relationship Committee and the Nominations and Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Meetings of each Board Committee are convened by the respective Committee Chairman.
Signed minutes of Board Committee meetings are placed for the information of the Board. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:
A. AUDIT COMMITTEE
The Audit Committee of the Board, inter alia, provides reassurance to the Board on the existence of an effective internal control environment that ensures:
The role of the Committee includes the following:
• To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
• To recommend the appointment, remuneration, terms of appointment and removal of Statutory
Auditors, and to review the manner of rotation of Statutory Auditors;
• To approve transactions of the Company with related parties, including modifications thereto;
• To review and monitor the Statutory Auditor's independence and performance, and effectiveness of the audit process;
• To evaluate the Company's internal financial controls and risk management systems;
• To review with the management the following:
- Annual financial statements and Auditor's
Report thereon before submission to the Board for approval;
- Quarterly financial statements before submission to the Board for approval;
• To review the following:
- Management discussion and analysis of financial condition and results of operations;
- Adequacy of internal control systems and the Company's statement on the same prior to endorsement by the Board, such review to be done in consultation with the management,
Statutory and Internal Auditors;
- Reports of Internal Audit and discussion with Internal Auditors on any significant findings and follow-up thereon;
- System / manner of maintenance, storage, retrieval, display, print out and security of books of account of the Company maintained in the electronic form;
- Functioning of Whistle Blower mechanism in the Company.
The Audit Committee presently comprises four Non-Executive Directors, three of whom are Independent Directors. The Chairman of the Committee is an Independent Director. Representative of Statutory Auditors and Key Managerial Personnel of the Company are Invitees to the meetings of Audit Committee.
All members of the Committee are financially literate and two members have accounting and financial management expertise. The names of the members of the Audit Committee, including its Chairman, are provided under the section 'Board of Directors & Committees' in the Report and Accounts
B. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board (earlier known as 'Investor Services Committee') oversees redressal of shareholder and investor grievances and, inter alia, approves subdivision / transmission of shares, rematerialisation of shares, issue of duplicate share certificates etc.
The Stakeholders Relationship Committee presently comprises two Directors, both of them are Non-Executive Directors. The names of the members of the Stakeholders Relationship Committee, including its Chairman, are provided under the section 'Board of Directors & Committees' in the Report and Accounts.
C. NOMINATIONS AND REMUNERATION COMMITTEE
The Nominations and Remuneration Committee of the Board, inter alia, identifies persons qualified to become Directors and formulates criteria for evaluation of performance of the Independent Directors and the Board. The Committee's role also includes recommending to the Board the appointment, remuneration and removal of Directors.
The Nominations and Remuneration Committee comprises five Non-Executive Directors, three of whom are Independent Directors. The Chairman of the Committee is an Independent Director.
The names of the members of the Nominations and Remuneration Committee, including its Chairman, are provided under the section 'Board of Directors & Committees' in the Report and Accounts.
Remuneration of Directors
Non-Executive Directors are entitled to sitting fees for attending meetings of the Board and Committees thereof the quantum of which is determined by the Board. The sitting fees payable to Non-Executive Directors as determined by the Board with effect from 11th November, 2014 are Rs. 7,500/- and Rs. 5,000/- for each meeting of the Board and Committee respectively.
Materially significant related party transactions which may have potential conflict with the interests of the Company at large: None
Details of non-compliances, penalties, strictures by Stock Exchanges / SEBI / Statutory Authorities on any matter related to capital markets during the last three years: None
Inter-se relationships between Directors of the Company: None
Material financial and commercial transactions of senior management, where they may have had personal interest, and which had potential conflict with the interest of the Company at large: None
MEANS OF COMMUNICATION
Timely disclosure of consistent, comparable, re le van t a nd reliable information on corporate financial performance is at the core of good governance. Towards this end, the quarterly results of the Company were announced within forty five days of the end of each quarter for the first three quarters. The audited annual results along with the results for the fourth quarter were announced within sixty days of the end of the financial year. Such results are normally published in 'The Financial Express' (all editions) including its Gujarati edition. All these results, including the entire Report and Accounts, information relating to shareholding pattern etc. are posted on Company's website www.gujarathotelsltd.in
The Report of the Board of Directors, forming part of the Report and Accounts, includes all aspects of the Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement.
GHL CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING - 2015
The GHL Code of Conduct for Prevention of Insider Trading - 2015, as approved by the Board of Directors, inter alia, prohibits purchase / sale of securities of the Company by Directors and employees while in possession of unpublished price sensitive information in relation to the Company.
GHL CODE OF CONDUCT
The GHL Code of Conduct, as adopted by the Board of Directors, is applicable to Directors, senior management and employees of the Company. The Code is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct in relation to the Company's business and reputation. The Code covers GHL's commitment to sustainable development, concern for occupational health, safety and environment, transparency and audit ability, legal compliance and the philosophy of leading by personal example. The Code is available on the Company's website.
Declaration as required under Clause 49 of the Listing Agreement
All Directors and senior management of the Company have affirmed compliance with the GHL Code of Conduct for the financial year ended 31st March, 2015. New Delhi Ragthunathan Murali 15th April, 2015 Chief Executive Officer
Synopsis of the Whistleblower Policy of the Company is provided in the 'Report of the Board of Directors & Management Discussion and Analysis' in the Report and Accounts. The Whistleblower Policy is also available on the Company's website.
GHL believes that a Board, which is well informed / familiarised with the Company, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfills stakeholders' aspirations and societal expectations. In pursuit of this, the Directors are updated on a continuing basis on changes / developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment, to enable them to take well informed and timely decisions.
The details of the familiarisation programme may be accessed on the Company's website:<http://www.gujarathotelsltd.in/policies/Dire> ctors_Familiarisation_Programme.pdf
UNDER CLAUSE 49 OF THE LISTING AGREEMENT
The status of compliance with the non-mandatory recommendations under Clause 49 of the Listing Agreement with Stock Exchanges is provided below:
1. Non-Executive Chairman's Office: The
Company has a Non-Executive Chairman but he does not maintain any separate office, hence no expense in this regard is being incurred by the Company.
2. Shareholder Rights: The quarterly, half-yearly and annual financial results of the Company are published in newspapers on an all India basis and are also posted on the Company's website www.gujarathotelsltd.in The complete Report and Accounts is sent to every Shareholder of the Company.
3. Audit Qualifications: It has always been the Company's endeavour to present unqualified financial statements. There are no audit qualifications on the Company's financial statements for the year ended 31st March, 2015.
4. Separate posts of Chairman and Managing
Director: The Company has appointed a Non Executive Chairman and a Chief Executive Officer.
5. Reporting of Internal Auditor: The Internal Auditor reports to the Audit Committee.
Registrars & Share Transfer Agents
Messrs MCS Share Transfer Agent Limited are the Registrars and Share Transfer Agents (RTA) of the Company for carrying out share registration and other related activities of the Company.
Address for Correspondence
MCS Share Transfer Agent Limited 10, Aram Apartment 12, Sampatrao Colony Alkapuri Vadodara - 390 007 Tel No. : 0265-2314757 E-mail : firstname.lastname@example.org
Shareholders holding shares in the electronic form should address their correspondence, except those relating to dividend, to their respective Depository Participants.
Rohan Singh, Chief Financial Officer, is the Compliance Officer under Clause 47 of the Listing Agreement with Stock Exchanges.
Share Transfer Committee
The Share Transfer Committee of the Company met 15 times during the financial year. The processing activities with respect to requests received for share transfer are completed within the statutory time prescribed. There were no share transfers pending as on 31st March, 2015
Dematerialisation of Shares and Liquidity
The shares of the Company are available for trading in dematerialised form under both the Depository Systems in India - NSDL and CDSL. The International Securities Identification Number (lSIN) allotted to the Company's shares under the
Depository System is INE621C01011. The annual custody fees for the financial year 2015-16 have been paid to NSDL and CDSL, the Depositories.
As on 31st March, 2015, a total of 33,38,549 Equity Shares of the Company, which forms 88.15% of the Share Capital, stands dematerialised. The processing activities with respect to requests received for dematerialisation are completed within 10-15 days.
Shareholder / Investor Complaints
The Company attends to Shareholder / Investor complaints, queries and other correspondence generally within a period of 10-15 working days except in cases where constrained by disputes or legal impediments.
The Company received no complaint during the financial year ended 31st March, 2015. The e-mail ID earmarked for investor complaints: email@example.com
Listing of Shares on Stock Exchanges (with
Vadodara Stock Exchange Ltd. (107) Fortune Towers, 3rd Floor, Sayajigunj Vadodara-390 005 Telephone no. : 0265-2361534 Fascimile no. : 0265-2361542 E-mail : firstname.lastname@example.org Website : www.vselindia.com
BSE Limited (507960) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 Telephone nos.: 022-22721233/34 Fascimile no. : 022-22721919 E-mail : email@example.com Website : www.bseindia.com
The Listing Fees for the financial year 2015-16 have been paid to the aforesaid Stock Exchanges.
Financial Year 2015-16
1 First Quarter Results : August 2015
2 Second Quarter and Half Year Results : November 2015
3 Third Quarter Results : February 2016
4 Fourth Quarter and Annual Results : May 2016
No special resolution requiring postal ballot was proposed last year. No special resolution requiring postal ballot is being proposed for the ensuing AGM.
Unclaimed dividend for the years prior to and including the financial year 2006-07 has been transferred to the General Revenue Account of the Central Government / the Investor Education and Protection Fund established by the Central Government (IEPF), as applicable.
The dividend for the undernoted years, if remaining unclaimed for 7 years, will be statutorily transferred by the Company in accordance with the schedule given below, to IEPF
Shareholders who have not so far encashed their dividend warrant(s) or have not received the same are requested to seek issue of duplicate warrant(s) by writing to the Company confirming non- encashment / non-receipt of dividend warrant(s).
Service of documents through Electronic Mode
The Notice, along with the Report and Accounts has been sent in electronic mode to those Shareholders who have registered their e-mail addresses with the Company or with the Depositories and in physical mode to the remaining Shareholders. Shareholders who wish to update or register their e-mail addresses with the Company or with the Depositories are once again requested to register the same. The form for such registration can be downloaded from the Company's website www.gujarathotelsltd.in
Shareholders may write to the respective Depository or to RTA for guidance on depository services.
Address for Correspondence with Depositories
National Securities Depository Limited Trade World, 'A' Wing, 4th & 5th Floors Kamala Mills Compound Senapati Bapat Marg, Lower Parel Mumbai 400 013 Telephone no. : 022-24994200 Facsimile no. : 022-24976351 E-mail : firstname.lastname@example.org Website : www.nsdl.co.in
Central Depository Services (India) Limited
Phiroze Jeejeebhoy Towers 17th Floor, Dalal Street , Fort Mumbai 400 001 Telephone no. : 022-22723333 Facsimile no. : 022-22723199 / 2272207 E- mail : email@example.com Website : www.cdslindia.com
Remittance of Dividend through Electronic Mode
The Company provides the facility for remittance of dividend to Shareholders through NECS (National Electronic Clearing Service) / RTGS (Real Time Gross Settlement) / NEFT (National Electronic Funds Transfer). Shareholders who have not yet availed the NECS / RTGS / NEFT facility and wish to avail the same may have their bank details, including MICR (Magnetic Ink Character Recognition) and IFSC (Indian Financial System Code) number updated with their respective Depository Participants (DPs) or RTA where shares are held in the dematerialised form and in the physical form, respectively. A mandate form for such updation can be downloaded from the Company's website www.gujarathotelsltd.in
Permanent Account Number (PAN)
Shareholders holding shares in the Certificate form are advised that it is mandatory to furnish copy of PAN card in the following cases :
i) Transferees' PAN Cards for transfer of shares,
ii) Surviving joint holders' PAN Cards for deletion of name of deceased shareholder,
iii) Legal heirs' PAN Cards for transmission of shares, and
iv) Joint holders' PAN Cards for transposition of shares.
Shareholders who hold shares in the physical form and wish to make any nomination / change nomination made earlier in respect of their shareholding in the Company, should submit to the RTA the prescribed Form; such Form can be downloaded from the Company's website under the section 'Financial Reports'.