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The Securities and Exchange Board of India (SEBI) has introduced a code of corporate governance for Listed companies which is implemented through the Listing Agreements with the Exchanges with which the Company is listed.
Though the Company's shares are not listed with any Stock Exchange, the Board of GSEC Limited voluntarily follows certain aspects of corporate governance as per Clause 49 of the Listing Agreement as a good corporate practice.
Company's Philosophy on Code of Corporate Governance:
The Company believes that good corporate governance leads to corporate growth and long term gain in shareholders' value. The Company is committed to maintain the highest standard of corporate governance in its conducts towards shareholders, employees, customers, suppliers and other stakeholders.
Our focus on sustainable growth, productivity improvement, commitment to quality and safety in operations is unrelenting.
Board of Directors:
Composition:
The Board of Directors consists of Six Directors, of whom Shri Rakesh Shah is the Chairman and Managing Director, whereas Shri Samir Mankad and Shri Shaishav Shah are the Whole-time Directors of the Company. The composition of Board of Directors is in compliant with the requirement of Clause 49 (IA) i.e. more than 50 % of Directors are non-executive Directors.
Board Meetings:
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:
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- Operating plans, capital budget and updates and reviews thereof,
- Opportunities of expansion, new projects, acquisition ,
- Proposal for diversification, investments, disinvestments, restructuring,
- Minutes of committee meetings.
- The Board meets at least once a quarter
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Committees:
(A) Audit Committee
Audit Committee of Directors constituted w.e.f. 30-08-2010 as per provisions of Section 292A of Companies Act, 1956. The Company's Audit Committee consists of four Directors out of which three Directors are Non-executive directors. The members of the committee are Shri Shyamal Joshi, Shri Chinubhai Shah, Shri Bhalabhai Patel, and Shri Samir Mankad, of which, Shri Shyamal Joshi acts as the Chairman.
The composition of Committee and the qualifications are in compliance with the requirements of Section 292A of the Companies Act, 1956.
Broadly, the functions of the Audit Committee are to; (i) oversee the financial reporting process, (ii) recommend the appointment of auditors, (iii) decide the audit fees, discuss the nature and scope of audit and ascertain area of concern, (iv) review the annual and half-yearly financial statements, (v) review the changes in accounting policies etc (vi) review the disclosure of related party transactions.
(B) Remuneration Committee
The Company's Remuneration Committee consists of three Non-executive Directors. The members of the committee are Shri Chinubhai Shah, Shri Bhalabhai Patel and Shri Natwarlal Patel.Shri Chinubhai Shah acts as the Chairman of the Committee.
The scope / role of Remuneration Committee is to recommend to the board of Directors remuneration payable to working Directors of the Company, as and when they come for review.
(C) Share Transfer and Grievances Committee
The Board of Directors of the Company has constituted Share Transfer and Grievances Committee which looks in to the matters relating to transfer of shares.
The Committee consists of Shri Chinubhai Shah, Shri Rakesh Shah and Shri Samir Mankad, of which, Shri Chinubhai Shah acts as the Chairman.
As a measure of good corporate governance and to focus on the Shareholders' Request(s) as to the transfer of shares, the committee deals with issue of approval of transfer/ transmission of shares, deletion/ transposition of names in the shares, matters relating to splitting, sub-division, consolidation of shares and to issue fresh share certificate etc. The Committee also deals with the matter relating to Investors' / Shareholders' Grievances'.
Terms and Conditions of the appointment of Independent Directors
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