Your Directors draw attention of the members to Note 32 to the
financial statement which sets out related party disclosures.
9. RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company's management systems, organisational
structures, processes, standards, code of conduct and behaviors
together form the Risk Management System (RMS) that governs how the
Company conducts the business and manages associated risks.
10. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation:
Shri Bimal Kumar Agarwal is retiring by rotation and being eligible,
offer himself for re-appointment, pursuant to Section 152(6) of the
Companies Act, 2013.
Appointment and Resignation.
During the period under review, Director Shri Amit Dhanuka had resigned
from the Board with effect from 31st March, 2015.The Board places on
record its appreciation and gratitude for his guidance and contribution
during his association with the Company.
On the recommendation of Nomination and Remuneration Committee, at the
Board Meeting held on 31st March, 2015, Smt Mira Agarwal was appointed
as an Additional Director.
Accordingly the Board recommends her as Independent Director of the
company to hold the office for 5 (five) consecutive years for a term
upto 2020 whose period of office shall not be liable to determination
by retirement of directors by rotation. The candidature is proposed by
the member of the company for the position of independent director.
As Additional Director, Smt. Mira Agarwal holds office up to the date
of forthcoming Annual General Meeting and is eligible for appointment
as a Director & Independent Director.
12. Key Managerial Person (KMP) :
Pursuant to provisions of section 203 of Companies Act, 2013 and the
Rules made thereunder. Accordingly, Your Company is in compliance with
the said requirement by having the following as the KMP :
Name Designation
Shri Kamal Kumar Agarwal Managing Director
Shri Ashoke Agarwal Jt. Managing Director
Shri Ashok Kumar Modi Chief Financial Officer
Lata Bagri Company Secretary
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
Criteria for Determining Qualifications, Positive Attributes and
Independence of a Director:
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of
Directors in terms of provisions of Section 178 (3) of the Act and
Clause 49 of the Listing Agreement.
Independence: In accordance with the above criteria, a Director will be
considered as an 'Independent Director' if he/ she meets with the
criteria for 'Independent Director' as laid down in the Act and Clause
49 of the Listing Agreement.
Qualifications: A transparent Board nomination process is in place that
encourages diversity of thought, experience, knowledge, perspective,
age and gender. It is also ensured that the Board has an appropriate
blend of functional and industry expertise. While recommending the
appointment of a Director, the Nomination and Remuneration Committee
considers the manner in which the function and domain expertise of the
individual will contribute to the overall skill-domain mix of the
Board.
Positive Attributes: In addition to the duties as prescribed under the
Act, the Directors on the Board of the Company are also expected to
demonstrate high standards of ethical behavior, strong interpersonal
and communication skills and soundness of judgment. Independent
Directors are also expected to abide by the 'Code for Independent
Directors' as outlined in Schedule IV to the Act.
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the non-executive
directors and executive directors.
Annual Evaluation of Board Performance and Performance of its
Committees and of Directors :
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Board has carried out an annual evaluation of its own
performance, performance of the Directors as well as the evaluation of
the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time schedule for the Performance Evaluation
process for the Board, its Committees and Directors.
The Board's functioning was evaluated on various aspects, including
inter alia degree of fulfillment of key responsibilities, Board
structure and composition, establishment and delineation of
responsibilities to various Committees, effectiveness of Board
processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution
at Board/ Committee Meetings and guidance/ support to the management
outside Board/ Committee Meetings. In addition, the Chairman was also
evaluated on key aspects of his role, including setting the strategic
agenda of the Board, encouraging active engagement by all Board members
and motivating and providing guidance to the Managing Director & CEO.
Areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee
composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out
by the entire Board, excluding the Director being evaluated.
The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Board as a whole. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its
Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an
individual basis, as appropriate. Significant highlights, learning and
action points with respect to the evaluation were presented to the
Board.
The details of programmers for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company at the link: www.glittek.com/images/pdf/Familiarisation-
Programme-for-Independent-Director.aspx
13. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under. The Policy aims to
provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working
environment, where employees feel secure. The Company has also
constituted an Internal Complaints Committee, known as the Prevention
of Sexual Harassment (POSH) Committee, to inquire into complaints of
sexual harassment and recommend appropriate action.
The Company has not received any complaint of sexual harassment during
the financial year 2014-15.
14. REMUNERATION POLICY
The Company has adopted a Remuneration Policy for the Directors, Key
Managerial Personnel and other employees, pursuant to the provisions of
the Act and Clause 49 of the Listing Agreement.
The philosophy for remuneration of Directors, Key Managerial Personnel
and all other employees of the Company is based on the commitment of
fostering a culture of leadership with trust. The Remuneration Policy
of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the following
factors while formulating the Policy :
(i) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
(iii) Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to
the working of the Company and its goals. Details of the Remuneration
Policy are given in Annexure-II
15. AUDITORS AND AUDITORS' REPORT Statutory Auditors
M/s. Rungta & Rungta, Chartered Accountants, Statutory Auditors of the
Company, had been appointed as Statutory Auditors of your Company, for
a period of three years from the Annual General meeting held on 29th
Seprember, 2014. However, as per the first proviso of section 139(1) of
the Companies Act, 2013, the appointment of auditors has to be ratified
by the members at very Annual General Meeting. The Company has received
a letter from auditors confirming their eligibility for re appointment
and meet the criteria for appointment specified in Section141 of the
Companies Act, 2013. Based on the recommendation of the Audit
Committee and as per the provision of section 139(1) of the Companies
Act, the Board of your Company proposes to ratify the appointment of
M/s Rungta & Rungta, Chartered Accountant, as the Statutory Auditors of
the Company for financial year 2015-16.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
Secretarial Auditor
The Board has appointed M/s S.M. Gupta & Co., Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,
2015 is annexed herewith marked as Annexure-III to this Report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
DISCLOSURES :
Audit Committee
The Audit Committee comprises three Directors, two being independent
namely Shri A.Venkatesh (Chairman), Shri A.T.Gowda and Non-Executive
Director Shri Bimal Kumar Agarwal as other members. All the
recommendations made by the Audit Committee were accepted by the Board.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The Policy provides for
adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company has
been denied access to the Audit committee. The Policy on vigil
mechanism and whistle blower policy may be accessed on the Company's
website at the link:
Meetings of the Board
Seven meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance on page
no. 43 of this Annual Report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo The information on conservation of energy,
technology absorption and foreign exchange earnings and outgo
stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The
Companies (Accounts) Rules, 2014, is annexed as Annexure IV
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure
V to this Report.
Disclosures required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
i) Ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year :
Shri Kamal Kumar Agarwal Managing Director 11.02:1
Shri Ashoke Agarwal Joint Managing Director 11.29.1
Shri Bimal Kumar Agarwal Non-Executive Director Nil
ii) The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the
financial year :
Directors, Chief Executive
Officer, Chief Financial % increase in remuneration in the
Officer and Company Secretary financial year
Shri Kamal Kumar Agarwal,
Managing Director Nil
and Chief Executive Officer
Shri Ashoke Agarwal, Joint
Managing Director Nil
Shri Ashok Kumar Modi,
Chief Financial Officer 17.83%
Lata Bagri, Company Secretary 27.94%
iii. The percentage increase in the median remuneration of employees
in the Financial Year is around 16.86%
iv. The no. of permanent employees on the rolls of the Company is 92.
v. The Company follows prudential remuneration policy under the
guidance of the Board and Nomination and Remuneration Committee.
Remuneration is linked to corporate performance, Business performance
and individual performance. Company Performance has a higher weightage
for senior positions and lower weightage for junior positions.
vi. Comparison of the remuneration of the Key Managerial Personnel
against the Performance of the Company The Key Managerial personnel was
paid around 54.29% of the profit after tax.
vii. Variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer in case
of listed companies:
March 31, 2015 March 31, 2014
Market capitalization
(Rs. In lacs) 745.03 1375.84
Price Earnings Ratio 9.89 11.52
Decrease in the market
quotations of equity 71.3% 47%
shares in comparison to the
rate at which the last public
offer made in
viii. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
The average percentage increase made in the salaries of total employees
other than managerial personnel in the last financial year is 21.21% as
against nil increase in the remuneration of managerial personnel (as
defined in the Companies Act, 2013)
ix. Comparison of each remuneration of the Key Managerial Personnel
against the performance of the Company
The ratio of the remuneration of each of the KMP to the PAT of the
Company
MD & CEO 21.17%
JMD 21.70%
Chief Financial officer 5.57%
Company Secretary 5.85%
x. The key parameters for any variable component of remuneration
availed by the directors
Not applicable
xi. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but received remuneration in
excess of the highest paid director during the year
Not applicable
xii. Affirmation that the remuneration is as per the remuneration
policy of the Company
Yes
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as therewere no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under ESOS
4. Neither the Managing Director nor the Joint Managing Director of
the Company receive any remuneration or commission from any of its
subsidiaries as the Company does not have any Subsidiary.
5. Particulars of Loans, Guarantees or Investments
6. Particulars of Employees and related disclosures as per section
197(12) and Rule 5(2) and Rule 5(3).
7. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government authorities, customers, vendors and members during
the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
Company's executives, staff and workers.
By order of the Board
Place : Hoskote
Date : 13th August, 2015
(Kamal Kumar Agarwal)
Managing director
(Ashoke Agarwal)
Jt. Managing Director