CORPORATE GOVERNANCE REPORT
(As required by Clause 49 of the Listing Agreement of the Stock Exchanges)
The Securities and Exchange Board of India (SEBI) has introduced a code of corporate governance for listed companies which is implemented through the listing Agreement with the Exchanges with which the Company is listed. The Company has complied with the corporate governance requirements set out in Clause 49 of the listing Agreement.
1) Company's Philosophy on Code of Corporate Governance.
The Company believes that good corporate governance leads to long term gain in shareholder's value. The Company is committed to maintain the highest standard of corporate governance in its conducts towards shareholders, employees and other stakeholders.
2) Board of Directors
The Board of Directors of your Company as on 31st March, 2015 consists of Four Directors. Smt. Devika Navnitlal, Chairperson of the Company heads the Board. The composition of Board of Directors is in compliant with the requirement of Clause 49 of Listing Agreement i.e. 50 % of Board comprises of non-executive Directors and half of the Board comprises of Independent Directors.
The detailed composition of the Board and other related information is given in the table below:
During the year, five meetings of the Board of Directors were held on 09-05-2014, 11-08-2014, 12-112014, 10-01-2015 and 12-02-2015.
The composition of Directors and their attendance at the Board Meetings duringthe year and at the last Annual General Meeting and also number of the directorship and committee Memberships in other Companies are given below:
The Company did not have any pecuniary relationship or transactions with the non-executive Directors during the year under review. None of Directors on the Board are members in more than ten committees and they do not act as Chairman of more than five committees across all companies in which they are Directors.
The Company has observed the provisions of the Listing Agreement allowing not more than 4 months gap between two Board meetings. The Board meets at least once a quarter and interval between two meetings was not more than four months.
The Board is presented with the extensive information on vital matters affecting the working of the Company and risk assessment and mitigation procedure. Among others, this includes:
1. Operating plans, capital budget and updates and reviews thereof;
2. Quarterly results of the company and business segments;
3. Proposal for investments, disinvestments, restructuring;
4. Compliance of listing requirements & various statutory requirements.
3) Audit Committee
As required under Section 177 of the Companies Act, 2013, read with Clause 49 of the listing agreement, the Board has constituted an audit Committee.
The composition of Committee and the qualifications of the members are in compliance with the requirements of Companies Act, 2013 and Clause 49 of Listing Agreement. During the year, 4 (four) Committee Meetings were held on 09-05-2014, 11-08-2014, 12-11-2014, and 12-02-2015. The composition of the Audit Committee and the attendance of the Committee is as under:-
The role, functions and the terms of reference of the Audit Committee are in conformity with the requirements of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.
The audit Committee met prior to the finalization of Accounts for the year ended 31-03- 2015. The interval between two meeting convened was not more than four months. The audit committee adheres to the SEBI guidelines in terms of quorum of its meetings, functioning, role and powers.
4) Nomination and Remuneration Committee.
As required under Section 178 of the Companies Act, 2013 read with the provisions of Clause 49 of the Listing Agreement the Board has constituted the Nomination and Remuneration Committee.
The Composition of the Committee is in compliance with the provisions of the Companies Act, 2013 read with Clause 49 of Listing agreement. During the year to committee meeting were held on 12-112014 and 10-01-2015. The Composition of the Nomination and Remuneration Committee and the attendance of the Committee is as under:
The terms of reference of the Nomination and Remuneration Committee are as outlined in the Companies Act, 2013 and Clause 49 of Listing Agreements.
The Committee is inter alia authorised to identify persons who are qualified to become Directors, appointment of seniorManagement, evaluation of Directors performance, recommending policy relating to the remuneration forthe Directors, Key Managerial Personnel and other employees and granting of Stock options to senior Managerial Personnel.
The Company has not formulated any scheme for giving any stock options to the employees.
Hence no stock options has been granted to the Managing Director and Executive Directors during the year ended on 31-03-2015.
In accordance with the provisions of Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee recommended the remuneration policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees which was approved by the Board and forms the part of the Directors' Report.
5) Stakeholders Relationship Committee.
As required under Section 178 of the Companies Act, 2013 read with provisions of clause 49 of listing agreement the Board has constituted the Stakeholders' Relationship Committee.
As a measure of good corporate governance and to focus on the Shareholders' grievances and towards strengthening investor relations and to expedite the transfer process in the physical segment, the committee deals with issue of duplicate share certificates, redressing of shareholders and investors complaints and Grievances like transfer of shares, non-receipts of Balance-sheet.
The Composition of the Stakeholders Relationship Committee is as under:
Smt. Devika Navnitlal, Chairperson
Shri Jagat D. Shah, Member
Shri Shashikant D. Pandya, Member
Name of the Compliance Officer of the Company: Shri Jayraj S. Chauhan Designation of the Compliance Officer: Manager
6) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
As your company does not fall under the criteria mentioned in the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, so the Company is not constitution of CSR Committee is not applicable.
7) INDEPENDENT DIRECTORS:
As per the provisions of the Schedule IV of the Companies Act, 2013 the Independent Directors of the Company shall hold at least one meeting in the year without attendance of the Non Independent Directors. Duringthe year one meeting of the Independent Directors was held on 20th March, 2015. At the Meeting the Independent Directors reviewed the performance of the Non Independent Directors (Including the chairman) and assessed the quality, quantity and timeliness of the flow of information between the Company and the Management.
8) RISK MANAGEMENT POLICY:
The Board of Directors has framed, approved and implemented risk management policy of the company including identification and element of risk. The Primary function of the Committee is to review the major risks identified by the Management along with the Mitigation plan, Monitoring and reviewing the Company's risk Management plan and to apprise the Board on the risk assessment and minimization process.
9) VIGIL MECHANISM POLICY:
According to the provisions of Section 177(9) of the Companies Act, 2013 and the Rules made there under, read with Clause 49 of the Listing Agreement, the Company has established a vigil mechanism policy termed as Whistle Blower Policy, for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy, which also provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provide for direct access to the chairman of the Audit Committee in exceptional cases.
The Whistle Blower Policy is devised in such a manner that would enable the stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices.
The Whistle Blower Policy is made available on the website of the Company i.e. www.gujchemdistillers.com
10) CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to all the Directors and Senior Managers of the Company. The said Code of Conduct has also been posted on the website of the Company. This code is applicable to all Directors and designated employees. The code ensures prevention of dealingin sharesbypersonshavingaccesstotheunpublishedpricesensitiveinformation.
The Code of Conduct is made available on the website of the Company i.e. www.gujchemdistillers.com
In preparation of financial statements, the Company has followed the applicable Accounting Standards. The significant accounting policies that are consistently applied have been set out in the Notes to the Accounts.
There are no related party transactions during the year under review.
Business risk evaluation and managing such risk is an ongoing process within the organization. The Board is regularly briefed of risks assessed and the measures adopted by the company to mitigate the risks.
No strictures / penalties have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matters related to the capital market during last 3 years.
The Company's code of conduct has clearly laid down procedures for reporting unethical behavior, actual or suspected fraud or violation of the ethics policies. No employee of the company was denied access to the Audit Committee.
Of the non-mandatory requirements relevant to the Company, training of the Board members and mechanism for evaluation non-executive Board members had not been put in place.
13) Means of Communication
1. The Company has published its quarterly results in Western Times, Gujarati and English Edition.
2. The Management Discussion & Analysis forms part of the Annual Report, which is posted to all the members of the Company.
3. The information is also available on our website www.gujchemdistillers.com
14) General Shareholder Information
Date, time and venue of AGM 30th September, 2015 at 4.00 p.m. at Office No.6, 2nd Floor, National Chambers, Nr. City Gold, Ashram Road, Ahmedabad - 380009.
Dates of Book Closure Friday, 25th September, 2015 to Wednesday,30th September, 2015 (both days inclusive)
Listing on Stock Exchanges The Stock Exchanges at Mumbai & Ahmedabad.
Listing Fees : Company has paid listing fees to Bombay Stock Exchange
ISIN No. : . INE 218N01013
Stock Exchange's Script Code
Bombay Stock Exchange : : No. 506640
Ahmedabad Stock Exchange : No. 23010
Registered Office : Office No.6, 2nd Floor, National Chambers, Nr. City Gold, Ashram Road, Ahmedabad 380009.
Dividend Payment Date : Not Applicable
Compliance Officer : Mr. Jayraj S. Chauhan
Registrar and Share Transfer Agent
Sharepro Services (India) Pvt. Ltd. 416-420, 4th Floor, Devnandan Mall, Opp. Sanyas Ashram, Ellisbridge, Ahmedabad - 380 006.
1) Financial Calendar 2015-2016 (tentative)
Annual General Meeting: Last week of September 2015
Results for quarter ending June 30, 2015: On or before 14th August, 2015
Results for quarter ending September 30, 2015: On or before 14th November, 2015
Results for quarter ending December 31, 2015: On or before 14th February, 2016
Results for year ending March 31, 2016 : On or before 30th May, 2016