Gujarat Metallic Coal & Coke Limited

(Formerly known as Arvind Chemicals Limited)

 
 
 
Updates Share Holding Pattern Policies
   
 

Updates

Share Holding Pattern

 
Share Holding Pattern as on 30th June 2017  
Share Holding Pattern as on 31st March 2017 Share Holding Pattern as on 31st December 2016
Share Holding Pattern as on 30th September 2016 Share Holding Pattern as on 30th June 2016
Share Holding Pattern as on 31st December 2015 Share Holding Pattern as on 31st March 2016
Share Holding Pattern as on 30th September 2015 Share Holding Pattern as on 30th June 2015
Share Holding Pattern as on 31st March 2015 Share Holding Pattern as on 31st December 2014
Share Holding Pattern as on 30th September 2014   Share Holding Pattern as on 30th June 2014
Share Holding Pattern as on 31st March 2014   Share Holding Pattern as on 31st December 2013
Share Holding Pattern as on 30th September 2013   Share Holding Pattern as on 30th June 2013

Share Holding Pattern as on 31st March 2013

  Share Holding Pattern as on 31st December 2012
Share Holding Pattern as on 30th September 2012   Share Holding Pattern as on 30th June 2012
Share Holding Pattern as on 31st March 2012   Share Holding Pattern as on 31st December 2011
Share Holding Pattern as on 30th September 2011   Share Holding Pattern as on 30th June 2011
Share Holding Pattern as on 31st March 2011   Share Holding Pattern as on 31st December 2010
Share Holding Pattern as on 30th September 2010   Share Holding Pattern as on 30th June 2010
Share Holding Pattern as on 31st March 2010    
     

Policies

 

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

 

PREAMBLE AND APPLICABILITY:
The policy is framed by the Company pursuant to Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 to ensure compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

OBJECTIVE:
To determine the Material Subsidiaries of Gujarat Metallic Coal & Coke Limited and to provide the governance framework for such subsidiaries.

DEFINITIONS:
Board” means the Board of Directors of Gujarat Metallic Coal & Coke Limited.

Company” means Gujarat Metallic Coal & Coke Limited.

Policy” means this Policy, as amended from time to time.

Subsidiary” shall be as defined under the Companies Act, 2013 and the Rules made thereunder.

POLICY:

    1. A subsidiary shall be considered as material if the investment of the Company in the subsidiary exceeds twenty percent of its consolidated net worth as per the audited balance sheet of the previous financial year or if the subsidiary has generated twenty percent of the consolidated income of the Company during the previous financial year.
    2. A “material non-listed Indian subsidiary” shall mean an unlisted subsidiary, incorporated in India, whose income or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.
   
 

RELATED PARTY TRANSACTION POLICY

 

1. INTRODUCTION
The Board of Directors (“Board”) of Gujarat Metallic Coal & Coke Limited (“Company”) has adopted the following policy and procedures with regard to Related Party Transactions as defined below. This policy is to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations applicable to the Company and also provides for materiality of related party transactions.

2. PURPOSE
This policy is largely framed based on SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 entered by the Company with the Stock Exchanges and primarily intended to ensure the governance and reporting of transactions between the Company and its Related Parties.

3. POLICY
All Related Party Transactions must be reported to the Audit Committee for its approval prior to initiation of actual transaction in accordance with this Policy.

4.1. Identification of Potential Related Party Transactions
Each director and Key Managerial Personnel is responsible for providing Notice to the Company Secretary of any potential Related Party Transaction involving him/her or his or her relative, including any additional information about the transaction that the Board/Audit Committee may request, for being placed before the Audit Committee and the Board. The Board shall record the disclosure of Interest and the Audit Committee will determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with this policy.

4.2. Review of Related Party Transactions
Every Related Party Transactions shall be subject to the prior approval of the Audit Committee whether at a meeting or by resolution by way of circulation. Any member of the Committee who has a potential interest in any Related Party Transaction will abstain from discussion and voting on the approval of the Related Party Transaction.

To review a Related Party Transaction, the Committee will be provided with all relevant material information of the Related Party Transaction, including the terms of the transaction, the business purpose of the transaction, the benefits to the Company and to the Related Party, and any other relevant matters.

Overall framework of Approval for Related Party Transactions

Level 1 - Audit committee Approval
All Related Party Transactions shall be referred to Audit Committee for prior approval

Level 2 - Board Approval
All such Related Party Transactions have to be mandatorily approved by the Board

Level 3 – Shareholder’s Approval

      1. All Material Related Party Transactions shall require approval of the shareholders through special resolution and the Related Parties shall abstain from voting on such resolution.
      2. All transactions, other than the Material Related Party Transaction, with the related parties which are not in the Ordinary Course of Business and at Arms’ Length Basis shall also require the approval of the shareholders through special resolution and the Related Parties shall abstain from voting on such resolution.

4.3. Standing Pre-Approval / Omnibus approval by Audit Committee
In the case of frequent / regular / repetitive transactions which are in the normal course of business of the Company, the Audit Committee may grant standing pre-approval / omnibus approval. While granting the approval the Audit Committee shall satisfy itself of the need for the omnibus approval and that same is in the interest of the Company. The omnibus approval shall specify the following:

    1. Name of the related party
    2. Nature of the transaction
    3. Period of the transaction
    4. Maximum amount of the transactions that can be entered into
    5. Indicative base price / current contracted price and formula for variation in price, if any
    6. Such other conditions as the Audit Committee may deem fit.

Such transactions will be deemed to be pre-approved and may not require any further approval of the Audit Committee for each specific transaction unless the price, value or material terms of the contract or arrangement have been varied / amended. Any proposed variations / amendments to these factors shall require a prior approval of the Committee.

4.4. Decision regarding transaction in ordinary course of business and on arm’s length basis

The Audit Committee or the Board shall, in respect of the related party transactions referred to them for approval, shall after considering the materials placed before them, shall judge if the transaction is the ordinary course of business or at arm’s length basis. In case the Audit Committee is not able to arrive at such a decision, the same shall be referred to the Board, which shall decide if the transaction is the ordinary course of business or at arm’s length basis. In case the Board is not able to arrive at such a decision, the same shall be decided by the Independent Directors, whose decision shall be final.

4.5. Material Related Party Transaction
A transaction with a related party shall be considered to material if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year exceeds the higher of:

    1. ten percent of the consolidated annual turnover of the Company; or
    2. twenty percent of the net worth of the company as per the last audited financial statements of the company.

5. EXCEPTIONS
Notwithstanding the foregoing, the following Related Party Transactions shall not require specific approval of the Audit Committee:

    1. Any transaction with Wholly owned subsidiaries in the ordinary course of operations.
    2. Any transaction involving the providing of compensation to a director or Key Managerial Personnel in connection with his duties to the Company including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business, and in line with the terms of Appointment
Any transaction in which the Related Party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the Related Party.
   
 

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTOR

 

A. Preliminary
The appointment is subject to the following:

  1. During the tenure as an Independent Director, he/she will have to submit a declaration at the beginning of every Financial Year under Section 149 (7) of the Companies Act, 2013 (“Act”) stating that he/she meet the criteria of Independence.
  2. So long as he/she is an Independent Director of the Company, the number of companies in which he/she can hold office as a Director or a Chairman or committee member will not exceed the limit stipulated under the Act and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, presently not more than seven listed companies. If he/she is serving as whole-time director in a listed company, then he/she cannot serve as Independent Director in more than three listed companies.
  3. So long as he/she is an Independent Director of the Company, he/she will ensure not to get disqualified to act as a Director pursuant to the provisions of Section 164 of the Act.
  4. Independent Director will ensure compliance with other provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 as applicable to an Independent Director.

B. Term
Appointment of the Independent Director will be for a term of 5 years commencing from the conclusion of the Annual General Meeting in which the appointment is approved by the shareholders of the Company, upto the expiry of 5 (five) consecutive years.

C. Code of Conduct and Duties and Responsibilities

  1. Independent Director will abide by the Gujarat Metallic Coal & Coke Limited’s Code of Ethics and Business Principles Applicable to Non-Executive Directors and business principles to the extent applicable to an Independent Director of the Company.
  2. Independent Director will abide by the guidelines of professional conduct, role, function and duties as an Independent Directors provided in Schedule IV of the Companies Act, 2013.
  3. Independent Director is expected to stay updated on how best to discharge his/her roles, responsibilities, duties and liabilities, as an Independent Director of the Company under applicable law, including keeping abreast of current changes and trends in economic, political, social, financial, legal and corporate governance practices.
  4. Independent Director is expected to:
  5. take decisions objectively and solely in the interests of the Company;
  6. facilitate Company’s adherence to high standards of ethics and corporate behavior;
  7. guide the Board in monitoring the effectiveness of the Company’s governance practices and to recommend changes, required if any;
  8. guide the Board in monitoring and managing potential conflicts of interest of Management, Board Members and Stakeholders, including misuse of corporate assets and abuse in related party transactions;
  9. guide the Board in ensuring the integrity of the Company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

D. Performance Evaluation
Independent Director’s reappointment or extension of term and remuneration will be recommended by the Nomination and Remuneration Committee of the Board, pursuant to a performance evaluation carried out by the Board.

F. Remuneration

  1. Independent Director will be paid sitting fees for attending meeting of the Board/Committee meetings as may be determined by the Board from time to time, and
Independent Director will be entitled to reimbursement of expenses incurred by him/her in connection with attending the Board meetings, Board Committee meetings, general meetings.
   
 

VIGIL MECHANISM / WHISTLE BLOWER POLICY

 

1. POLICY OBJECTIVES

  1. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
  2. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

2. SCOPE OF THE POLICY
This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

3. ELIGIBILITY
All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

4. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

      1. All Protected Disclosures should be reported in writing by the complainant as soon as possible after the Whistle Blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English.
      2. The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy”. Alternatively, the same can also be sent through email with the subject “Protected disclosure under the Whistle Blower policy
      3. The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Vigilance and Ethics Officer / Chairman of the Audit Committee/ Chairman as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.
      4. All Protected Disclosures should be addressed to the Vigilance and Ethics Officer of the Company or to the Chairman of the Audit Committee/ Chairman in exceptional cases. The contact details of the Vigilance and Ethics Officer is as under:-

        Company Secretary – Gujarat Metallic Coal & Coke Ltd.
        155, Lenin Sarani, 4th Floor, Room No-402, Kolkata-700013
        Email id - info@gujaratmetallic.com

      5. Protected Disclosure against the Vigilance and Ethics Officer should be addressed to the Chairman of the Company and the Protected Disclosure against the Chairman of the Company should be addressed to the Chairman of the Audit Committee. The contact details of the Chairman and the Chairman of the Audit Committee are as under:

        The Managing Director – Gujarat Metallic Coal & Coke Ltd.
        155, Lenin Sarani, 4th Floor, Room No-402, Kolkata-700013
        Email id - info@gujaratmetallic.com

        Chairman of Audit Committee- Gujarat Metallic Coal & Coke Ltd.
        155, Lenin Sarani, 4th Floor, Room No-402, Kolkata-700013
        Email id - info@gujaratmetallic.com

      6. On receipt of the protected disclosure the Vigilance and Ethics Officer / Chairman/ Chairman of the Audit Committee, as the case may be, shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not. He shall also carry out initial investigation either himself or by involving any other Officer of the Company or an outside agency before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action.
      7. The Audit Committee, if deems fit, may call for further information or particulars from the complainant.

7. INVESTIGATION

  1. All protected disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee may investigate and may at its discretion consider involving any other Officer of the Company and/ or an outside agency for the purpose of investigation.
  2. Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
  3. Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).
  4. Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
  5. The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.

8. DECISION AND REPORTING

  1. If an investigation leads the Vigilance and Ethics Officer / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, the Vigilance and Ethics Officer / Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
  2. The Vigilance and Ethics Officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.
  3. In case the Subject is the Chairman of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the protected disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.

9. SECRECY / CONFIDENTIALITY
The complainant, Vigilance and Ethics Officer, Members of Audit Committee, the Subject and everybody involved in the process shall maintain confidentiality of all matters under this Policy.

10.PROTECTION

  1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties / functions including making further Protected Disclosure.
  2. A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.
  3. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law.
  4. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
  5. Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith

11.ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

12.ADMINISTRATION AND REVIEW OF THE POLICY

The Chairman shall be responsible for the administration, interpretation, application and review of this policy. The Chairman also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.
   
 

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

 

Preamble
In accordance with requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Company is required to conduct familiarisation programme of Independent Directors to familiarise them about the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the

Company operates, business model of the Company, etc., through various programmes.

Purpose & Objective
The Programme aims to provide insights into the Company to enable the Independent Directors to understand their roles, rights, responsibilities in the Company and to keep them abreast on the

Business and Operations of the Company and contribute significantly to the Company.

Details of Familiarization Programme
Few initiatives under Familiarization Program are as follows:

    1. Welcome Kit provided to new Directors on the Board comprising the Memorandum and Articles of Association, latest Annual Report, latest Shareholding Pattern, Code for Directors and Senior Management and various policies of the Company;
    2. The Company Secretary regularly apprises the Board about their roles, rights, responsibilities in the Company and Board dynamics from time to time;
    3. Presentations are made to the Board of Directors and various Committees of the Company on various related matters, where Directors get an opportunity to interact with Management.

Directors are also updated of various changes in the laws, rules, regulations and guidelines applicable to the Company.

   
 

CRITERIA FOR MAKING PAYMENT TO NON-EXECUTIVE DIRECTORS

 

The Board of Directors of the Company is authorized to determine from time to time fees or other remuneration payable to non-executive directors for attending meetings of the Board or its committees.

The Board is also authorized to determine payment to the non-executive directors for the other services that may be rendered by them.

   
   
   
   
   
 
© 2011 Gujarat Metallic Coal & Coke Limited. All Rights Reserved