Governance

Corporate Governance & Audit Committee

In 1997, the Board constituted the Audit Committee and commenced Corporate Governance in various spheres well before this became statutory. It has a well developed system of Internal Controls, Risk Management and other Corporate norms. The Audit Committee of the Board performed its role satisfactorily and monitored all the key areas of the Company's operations. To comply with the amended Clause 49, effective 1st October,2014 the requisite changes are affected. Further in terms of the SEBI( LODR ) Regulations 2015 effective 2nd December, 2015, certain changes are made and governance aligned.

Audit Committee

The Audit Committee comprises of three Non-Executive Directors of whom the Chairman and one member are Independent Directors. The Committee was first constituted in April 1997. The Committee has been meeting at regular intervals. The Chairman of the Audit Committee has in-depth knowledge in the areas of Finance and Accounts.

The SEBI(LODR) Regulations 2015 consists of mandatory and non-mandatory requirements. The Company is compliant with the mandatory clauses.

The Nomination and Remuneration Committee has been in operation since 29th November, 2001. There is no audit qualification pertaining to the financial statements of the Company. The Board and the Audit Committee review adoption of non-mandatory requirements and will have the same in place at an appropriate time. There is a Vigil Mechanism and a formal Whistle Blower Policy in place and no Director/ Employee is denied access to the Audit Committee or to make any reference.

Financial Results are posted on the Company's Website: www.goodricke.com.

CODE OF CONDUCT FOR DIRECTORS-GOODRICKE GROUP LTD.
(IN TERMS OF SEBI(LODR) Regulations 2015)

  • The Directors to act in Trusteeship capacity. Each Director is a Trustee of the stakeholders in the Company and to act in terms of the concept of Trusts as well as in terms of laws of Trusts, which encompasses fiduciary relationship.
  • Directors to avoid conflict of interest and exercise powers for the benefit of the Company.
  • In terms of Sec. 2(60) of the Act, persons mentioned in the subsection can be treated as an "Officer in default". Hence, all actions to be in conformity with the rules and regulations.
  • Directors act collectively through the Board, but each Director to discharge duty with responsibility.
  • Directors owe a duty of care to the Company i.e. not to act negligently. The standard being "a reasonable man looking after his affairs".
  • Each Director to ensure that he does not suffer from disqualifications as specified in Sec. 164 of the Act.
  • The other basic code of conducts to be followed are:
    • To exercise adequate skill and expertise in taking decisions.
    • To ensure that delegation of authority does not mean abdication of responsibility.
    • To ensure that authority and power as enunciated and understood are not exceeded.
    • That duty to and care of employees are maintained.
    • That duty to Creditors and Consumers as their Trustees are well respected.
    • That statutory duties are fulfilled.
    • Discharge of duties in good faith, honesty and fair dealings.
    • That there is a disclosure of interests in all affairs.
    • That no secret profits are made to the detriment of the Company.
    • That Directors' Responsibility Statement in terms of Sec. 134(5) as signed and included in the Directors' Report are adhered to.
  • The duties of Independent Directors of the Company, as laid down under Schedule IV Part III  to the Companies Act, 2013 are as follows-:
    • undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;
    • seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
    • strive to attend all meetings of the Board of Directors and of the Board Committees of which they are a member;
    • participate constructively and actively in the Board Committees in which they are chairpersons or members;
    • strive to attend the general meetings of the Company;
    • ensure, where they have concerns about the running of the Company or a proposed action, that these are addressed by the Board of Directors;
    • keep themselves well informed about the Company and the external environment in which it operates;
    • not to unfairly obstruct the functioning of an otherwise proper Board or Board Committee;
    • pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;
    • ascertain and ensure that the Company has an adequate and functional vigil mechanism and ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
    • report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct;
    • act within their authority and assist in protecting the legitimate interests of the Company, shareholders and its employees;
    • not to disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans and unpublished price sensitive information, unless such disclosure is expressly approved by the Board of Directors or required by law.
NameDesignation
P.J. Field Chairman
A.N. Singh Managing Director & CEO
S. A. Walker Non- Executive Woman Director
Sudha Kaul Independent Woman Director
K. Sinha Independent Director
P.K. Sen Independent Director
Mr. Atul Asthana Wholetime Director & COO appointed w.e.f. 1st June 2017

GOODRICKE GROUP LIMITED
COMMITTEES OF BOARD OF DIRECTORS’

Audit CommitteeStakeholders’ Relationship Committee
K. Sinha – Chairman Dr. S. Kaul – Chairperson
S.A. Walker – Member K. Sinha - Member
P.K. Sen – Member A.N. Singh - Member
S. Banerjee – Sr. General Manager & Company Secretary  
Nomination & Remuneration CommitteeCorporate Social Responsibility (CSR) Committee
K. Sinha – Chairman Dr. S. Kaul – Chairperson
P.J. Field – Member A.N. Singh – Member
Dr. S. Kaul – Member K. Sinha – Member
P.K. Sen – Member  

Code of Conduct for Senior Management Personnel of Goodricke Group Ltd.
(In terms of SEBI(LODR) Regulations 2015 as approved by Board & Audit Committee of the Company)

  • To avoid conflict of interest and exercise authority for the benefit of the Company.
  • To act in conformity with the basic rules and regulations of the land.
  • To keep in mind that a duty of care is owed to the Company i.e. not to act negligently, the standard being "a reasonable man looking after his affairs."
  • To exercise adequate skill and expertise in the assigned job.
  • To ensure that authority and power as enunciated and understood are not exceeded.
  • To discharge duties in good faith with honesty and fair dealings.
  • To act in the best interest of the Company.
  • That confidentiality of business interests are maintained.
  • That no secret profits are made to the detriment of the Company for e.g. that adequate disclosures in terms of the Insider Trading norms in dealing with the Company shares will be made.
  • To comply with the terms and conditions of the employment and Company rules and regulations from time to time.
  • To ensure that statutory duties in the sphere of work are fulfilled.
PersonDesignation
Mr. A. Sengupta Vice President & CFO
Mr. S. Banerjee Sr. General Manager & Company Secretary
Mr. Y. Levin Vice President
Mr. Atul Asthana Whole-time Director & COO appointed w.e.f. 1st June 2017
Mr. Vikram Singh Gulia Vice President & Head Packet Tea
Mr. S. Bhasin Sr. General Manager (Marketing – Bulk)
Mr. P. T. Krishnan Sr. General Manager (Accounts & Finance)

Downloads

 Corporate Governance pursuant to Reg 27(2) of the SEBI-LODR, 2015 for the year ended 31st March 2017

 Shareholding pattern pursuant to Reg 31 of the SEBI-LODR, 2015 for the quarter ended 31st March, 2017