Form AOC - I
REPORT ON CORPORATE GOVERANANCE
(Pursuant to clause 49 of the listing Agreement)
1. Company's philosophy on Corporate Governance
The company's philosophy on corporate governance looks at the high level of transparency, accountability and integrity, in all the operations and actions with its stakeholders including shareholders, customers, employees, government and lenders.
The company believes that its philosophy of corporate governance must succeed in achieving the desired goal of strengthening shareholders values over a sustained period of time.
Your company has complied with the requirements of the Corporate Governance Code, and under noted are the required disclosures.
2. Board of Directors
Your Company endeavours to have a judicious mix of executive, nonexecutive and independent Directors, so as to have independence on the Board and separate its function of governance from that of management. Your Company also has a woman Director which brings diversity on the Board.
As on 31st March, 2015, the Board comprised of 3 promoter directors (one executive Chairman, One executive Directors and One non - executive Director) and 3 independent non executive directors.
During the year 2014-15, the Board met 5 times viz. on 31/05/2014, 25/07/2014, 25/09/2014, 14/11/2014, and 13/02/2015. The maximum gap between any two meetings was not more than one hundred and twenty days.
COMMITTEES OF THE BOARD
1. Audit Committee
The Company has an adequately qualified Audit Committee and its composition meets the requirement of Section 177 of the Companies Act, 2013 and clause 49 of the listing agreement. The Board at its meeting held on 31st May, 2014, has amended and enhanced the terms of reference of the Audit Committee.
As on 31 March, 2015, the Committee consists of 3 Directors, namely Mr. M D Garde (Chairman), Mr. R. M. Thakkar and Mr. V.Raghu..Apart from Mr. R. M. Thakkar all other committee members are independent.
During the financial year 2014-15, the Audit Committee met four times viz. on 31.05.2014, 25.07.2014, 14.11.2014 and 13.02.2015.
Terms of Reference
o Recommendation for appointment, remuneration and terms of appointment of Auditors. o Review and monitoring of the auditor's independence and performance, and effectiveness of audit process. o Examination of the financial statement and the auditors' report thereon. o Approval of related party transactions o Scrutiny of inter-corporate loans and investments. o Valuation of undertaking of assets of the company wherever required. o Evaluation of internal financial controls and risk management systems. o Monitoring the end use of funds.
2. Nomination & Remuneration Committee
The Company has a duly constituted Nomination & Remuneration Committee, which amongst others is responsible for identifying and recommending persons who are qualified to become Directors or appointed as part of senior management of the Company and laying down remuneration policy.
As on 31st March, 2015, the Committee consists of Mr. T.N.R.Rao (Chairman), Mr. Raghu and Mr. M. D. Garde.
The remuneration of the Directors are decided by the Board of Directors/ Remuneration Committee, keeping in view the provisions of The Companies Act, 2013.
The details of the shareholding and salary/ perquisites paid to the Managing/ Executive Directors and non executive directors for the financial year ended March, 2015 are as under:
At present, the Company has not formulated any stock option plan.
The Members other than the Managing Director and the Executive Directors are paid sitting fees of Rs. 5000/- per meeting of the Board and Rs. 1500/- per meeting of Committee attended by them.
3. Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee is responsible amongst others to resolve the grievances of the security holders of the Company.
As on 31st March, 2015, the Committee consist of 3 Directors, namely Mr. T.N.R.Rao, Mr. V.Raghu and Ms. Urmi N Prasad to review the status of the investor's grievances and its speedy and satisfactory redressal to the satisfaction of complainant. During the financial year 2014-15, four meetings of the Stakeholders' Relationship Committee were held.
Meeting of Independent Directors
During the year under review, the independent Directors held one separate meeting on 6 March, 2015 to discuss the process for evaluation of the performance of the Board, its Committees, Chairman and the individual Directors of the Company. The meeting was attended by all the independent Directors.
(a) All related party transactions that were entered into during the financial year were on arm's length basis. There were no materially significant transactions made by the Company with its promoters, the Directors, Key managerial personnel, their subsidiaries or relatives etc. which may have a potential conflict with the interests of the company at large.
(b) No penalties or strictures have been imposed on the Company by the stock exchanges, the SEBI or any statutory authority on any matter related to capital markets during the last three years.
(c) Compliance of Code of Conduct: All members of the Board and senior management personnel have complied with the provisions of the code of conduct.
(d) Subsidiary Companies: The Company does not have any material non-listed Indian subsidiary Company within the meaning specified in clause 49.
DISCLOSURES REGARDING APPOINTMENT OR REAPPOINTMENT OF DIRECTORS
Brief profile of the persons sought to be appointed/ re-appointed as Directors at the ensuing annual general meeting of the Company is given below:
Mr. R. M. Thakkar, Managing Director and Chairman of the Company
Mr. R. M. Thakkar (DIN 00248949), D. Phil(Zurich) is having more than 36 years of experience in the Company having been the Managing Director and promoter of the Company since inception.
Ms. Charita Thakkar, Non - Executive Director
Ms. Charita Thakkar (DIN 00321561) is a qualified Management Executive. She started her career in the Company way back in 1990, as Finance Manager after completing her Bachelor's Degree in Science from Bombay University and Master of Business Administration in Finance and Accounts from Texas Christian University, USA. She is also a Master of Science in Management under the Stanford Sloan program, Stanford University, USA.
She was also instrumental in conceptualization and implementation of the Polymer business in Bengaluru unit of the Company. Her experience in Finance and general management , knowledge of polymer and polybutene business, exposure to international business negotiation, corporate administration and strategic overseas business planning will be very valuable to the Company.
The directorships and committee positions of Mr. R. M. Thakkar and Ms. Charita Thakkar as on 31 March, 2015 are given below
MEANS OF COMMUNICATIONS
The Company published its unaudited quarterly & financial results in Financial Express (English), and the Samyukta (Kannada Language) newspaper having wide circulation.
The financial results are also displayed on the Company's website viz. www.gpl.in and BSE Corporate Compliance & Listing Centre (the Listing Centre).
ADDITIONAL SHAREHOLDERS INFORMATION
ANNUAL GENERAL MEETING
Date : 23rd September, 2015 Time : 3.00 pm Venue : No. 24, II Main Phase I, Doddanekkundi Industrial Area, Mahadevpura Post, Bengaluru 560048
E-voting facility would be provided in terms of Companies Act, 2013, and rules made thereunder and listing agreement. Members are requested to refer to the AGM notice for the voting instructions.
1 April to 31 March
For the year ended 31st March, 2015, results were announced on:
• Results for the quarter ending 30th June, 2014 - 25 July, 2014
• Results for the quarter ending 30th Sept., 2014 - 14 Nov., 2014
• Results for the quarter ending 31st Dec., 2014 - 13 Febuary, 2015
• Results for the year ending March 31, 2015 - 30 May, 2015
For the year ended 31st March, 2016, results will be announced by:
• Results for the quarter ending 30th June, 2015 - Last week of July., 2015
• Results for the quarter ending 30th Sept., 2015 - First week of Nov., 2015
• Results for the quarter ending 31st Dec., 2015 - First week of Feb., 2016
• Results for the quarter ending 31st March, 2016 - Last week of May, 2016 Annual General Meeting (Next year) - September 2016
Book Closure Date:
16th September, 2015 to 23rd September, 2015.(both days inclusive)
Dividend Payment Date:
The equity shares of the Company are listed on BSE Limited (BSE). The annual listing fees for the financial year 2015-16 has been paid to the BSE.
Trading Code at BSE Limited: 506858-GUJPETR
Compliance of Share Transfer formalities and Reconciliation of Share Capital
Share Transfer System
Bigshare Services Private Limited is the registrar and transfer agent of the Company. All share transfers and related operations are conducted by Bigshare Services, which is registered with SEBI. The Company has a Stakeholders' Relationship Committee for redressing the complaints/ queries of shareholders and investors.
Address for Investor Correspondence
Bigshare Services Pvt. Ltd.
E-2/3, Ansa Industrial Estate Saki Vihar Road Saki Naka Andheri ( East ) Mumbai 400 072. Board No 022 4043 0200,Fax No 022 2847 5207
Email id firstname.lastname@example.org
Dematerialisation of Shares
Gujarat Petrosynthese’s shares are traded in dematerialized form under ISIN INE636P01011 and are available to be kept in dematerialized form on both the depositories of India- National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31 March, 2015, over 55.21% shares of the Company were held in dematerialized form.
The Company doesn’t have outstanding GDR/ ADRs/ or Convertible Debentures. The Company has allotted 3,25,000 Equity shares on conversion of convertible warrants on 14/11/2014 to Yashashree Commercial Services Pvt. Ltd.
9.7 Plant Locations:
No. 24, II Main Phase I, Doddanekkundi Industrial Area, Mahadevpura Post, Bengaluru 560048
Plot No. 242/8, GIDC Estate, Waghodia, Dist. Vadodara 391760
Address for correspondence:
Gujarat Petrosynthese Ltd, Secretarial Dept. Plot No. 1, Compartment No. 2, Marol Cooperative Industrial Estate, M.V. Road, J. B. Nagar Post, Andheri (E), Mumbai 400059. Email id : email@example.com
For and on behalf of the Board of Directors
Mr. R. M. THAKKAR
CHAIRMAN & MANAGING DIRECTOR
DIN No : 00248949
Date : 30th May, 2015