Sub : Compliance Report on Corporate Governance for Quarter II & Half year ended

Transcription

1 GNFC Gujarat Narmada Valley Fertilizers & Chemicals Limited CIN : L240GJ976PLC (An ISO 400 & OHSAS 800 Company) P 0. Narmadanagar , Dist. Bharuch, Gujarat. India Ph (02642) 24700, Website NO. SEC/BD/SE/ October 9, 207 FAX : tilakhmapurkar@gnfc.in Dy General Manager BSE Ltd, Corporate Relationship Dept st Floor, New Trading Ring, Rotunda BIdg PJ Towers, Dalai Street, Fort Mumbai Co. Code: BSE - "500670" The Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza, C-, Block - "G", Bandra-Kuria Complex, Bandra (E) Mumbai Co. Code: NSE- "GNFC EG" Sub : Compliance Report on Corporate Governance for Quarter II & Half year ended Dear Sir, In terms of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205, read with SEBI Circular No CIR/CFD/CMD/ 5 /205 dated 24th September, 205 we send herewith, Compliance Report on Corporate Governance for the second quarter & Half year ended in the prescribed format as per Annexure I and Annexure II respectively. We request you to kindly take note of the same. Thanking you. Yours fafitkfully, For GL/JARAT NARMADA VALLEY FERTILIZERS & CHEMICALS LTD T.J. LAKHI^^PURXAR ENCL: A: A: COMPANY SECRETARY & GM (LEGAL)

2 Quarterly Compliance Report on Corporate Governance.. Name of Listed Entity: GUJARAT NARMADA VALLEY FERTILIZERS & CHEMICALS LIMITED 2. Quarter ending: 30"" September, 207 I. Composition of Board of Directors Title Name of the Director PAN^ Category (Chairperson/ Date of Tenure* No. o (Mr. &DIN Executive/ Non- Appointment in Directors /Ms) Executive/ Independent/ the current term in liste Nominee) * / Cessation entitie including listed en (Refer Regulati 25() o Listing Regulatio Mr. Dr. JN Singh, IAS Chairperson, Non-Executive & AYBPS5382C Nominee Director Mr. V D Nanavaty Non-Executive Director AAHPN3677K Ms. Mamta Verma, IAS Non-Executive Director ABCPV523E

3 Mr. Prof. Arvind Sahay AYVPS5395M Mr. CS Mani ADRPM3735E Mr. Piruz Khambatta ABMPK6324N Mr. Sunil Parekh AALPP8306M Non-Executive & Non-Executive & Non-Executive & Non-Executive & Mr. Anil Mukim, IAS Non-Executive Director AGNPM27M Mr. Dr. Rajiv Kumar Gupta, IAS ACAPG64I9R Managing Director, Executive & Nominee Director $ & PAN number of any director would not be displayed on the website of Stock Exchange Category of directors means executive/non-executive/independent/nominee. if a dir them with hyphen. * To be filled only for independent Director. Tenure would mean total period from wh entity in continuity without any cooling off period. II. Composition of Committees Name of Committee Name of Committee Members Category (Chairpe Executive/Indepe. Audit Committee ) Shri CS Mani Chairperson, Non-Executive 2) Shri Piruz Khambatta Non-Executive & independen 3) Shri Sunii Parekh Non-Executive & independe...^t^v.

4 2. Nomination & Remuneration Committee ) Shri Piruz Khambatta Chairperson. Non-Executiv 2) Prof. Arvind Sahay Non-Executive & Independe 3) Shri C S Mani Non-Executive & independe 3. Risk Management Committee (if applicable) Not Applicable 4. Stakeholders Relationship Committee l)shric S Mani Chairperson, Non-Executiv 2) Smt. Mamta Verma, IAS Non-Executive Director 3) Dr. Rajiv Kumar Gupta, Executive IAS & Nominee Direc $ Category of directors means executive/non-executive/independent/nominee. with hyphen. If a direc III. Meeting of Board of Directors Date(s) of the meeting (if Date(s) any) in of the meeting (if any) Maximum in the gap between any two the previous quarter relevant quarter Days IV. Meeting of Committees Date(s) of meeting of committee Whether in requirement of Quorum Date(s) of meeting of the M the relevant quarter met (details) committee in the previous cons quar Audit Committee Yes D *This information has to be mandatorily be given for audit committee, for rest of the V. Related Party Transactions Whether prior approval of audit committee obtained Subject Compliance Stat Whether shareholder approval obtained for material RPT Whether details of RPT entered into pursuant to omnibus approval have been reviewe Committee 3 V

5 * The Audit Committee has granted omnibus approval for Related Party Transactions wh Note:. 2. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the B the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related pa indicated. If status is "No" details of non-compliance may be given here. VI. Affirmations. The composition of Board of Directors is in terms of SEBI {Listing obligations and As per Regulation 7 of Listing Regulations, 205, at least half of the compan there are 5 Non-IDs and 4 IDs on the Board. Hence, one more ID needs to be ap company is in process of identifying and selecting one more Independent Direct of skill and knowledge and will be appointed at the earliest. 2. The composition of the following committees is in terms of SEBI (Listing obligatio a. Audit Committee b. Nomination & Remuneration Committee c. Stakeholders Relationship Committee d. Risk Management Committee (applicable to the top 00 listed entities): Not Applica 3. The committee members have been made aware of their powers, role and respons requirements) Regulations, The meetings of the board of directors and the above committees have been con disclosure requirements) Regulations, This report and/or the report submitted in the previous quarter has been placed placed at the forthcoming Board Meeting. The Corporate Governance Report for the p Directors at its meeting held on 04"' August, 207. For GUJARAT NARMADA VALLEY FER Date: Place: Narmadanagar T J Com

6 note below Copy of the Annual Report including Balance Sheet, 46(2) Yes Profit and Loss Account, Directors Report, Corporate Governance Report, Business Responsibility Report displayed on Website, Presence of Chairperson of Audit Committee at the 8()(d) Yes Annual General Meeting. Presence of Chairperson of the Nomination and Remuneration Committee at the Annual General Meeting, 9(3) Yes Whether "Corporate Governance Report" disclosed in 34(3) read Yes Annual Report, with para C of Schedule V. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated. 2. If status is "No" details of non-compliance may be given here. 3. If the Listed Entity would like to provide any other information the same may be indicated here. GUJARAT NARMADA VALLEY FERTILIZERS I CHEMICALS J COMPANY S^CRETSRY -A