RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE & SUB-COMMITTEES
The directions issued by the SEBI vide SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004
under Clause 49 of the Listing Agreement in respect of Corporate Governance are applicable to
the Company immediately upon seeking in-principle approval from the Stock Exchange(s) for
listing of the Equity Shares on the various stock exchanges.
The Company stands committed to good Corporate Governance practices. The corporate
governance philosophy is dedicated to the attainment of the highest levels of accountability and
transparency in dealings with its stakeholders. The corporate governance policies lay emphasis
on communication (both internal and external) and reporting. These vital initiatives extend
beyond mandatory corporate governance requirements and are in accordance with the
Company’s aim of establishing voluntary best practices for good corporate governance practices.
The Company complies with the norms for composition of the Board of Directors and has already
set up an Audit Committee, Remuneration Committee, Share Transfer Committee and Investor
Grievance Redressal Committee. The Company’s Board has eight Directors of which three are
independent directors viz. Mr. Gautam Premnath Khandelwal, , Mr. Joginder Singh Dhamija and
Mr. Santosh Kumar Bishwal. Mr. Deepak Roy is a Non Executive Director of the Company. As the
Chairman of the Company is a Non-Executive Director, a minimum of one-third of the Board of
Directors must comprise Independent Directors. The Issuer Company has already formed the
following Committees:
The Board of Directors, as on date, comprises a total of eight (8) Directors which includes one
(1) Managing Director, three (3) Whole-Time Directors, three (3) Independent Directors and
One (1) Non Executive Director.
Committees of the Board
i. Audit Committee
The audit committee was first constituted on 30.12.2000 The Audit Committee was
reconstituted on 15th March, 2007 and on August 1, 2009.pursuant to the provisions of the
Section 292A of the Companies Act, 1956 with the following members:
i. Mr. Santosh Kumar Bishwal, Chairman
ii. Mr. Joginder Singh Dhamija, Member
iii. Mr. Deepak Roy, Member
The Chairman of the Committee, Mr. Santosh Kumar Bishwal, the member of the
Committee, Mr. Joginder Singh Dhamija, is a Non-Executive and Independent Director and
Mr. Deepak Roy, Member is a Non Executive Director of the Company.
The terms of reference of the Audit Committee are as under:
1. To Review with the management, the quarterly, half yearly and annual financial
statements before submission to the board for approval.
2. To review with the management, performance of the Statutory and Internal auditors,
adequacy of internal control system.
3. To review the adequacy of internal audit function and the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.
4. To discuss with Internal Auditors any significant findings and follow up thereon.
5. To discuss with statutory auditor before the audit commences about the nature and
scope of audit as well as post audit discussion to ascertain any area of concern.
6. To Review with the management the annual financial statements before submission to
the board for approval with reference to:
• Matter required to be included in the Director Responsibility statement to be
included in Board report in terms of clause (2AA) of section 217 of the
Companies Act, 1956.
• Changes if any, in accounting policies and practices and reason for the same.
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