Goodricke Group Limited.


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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 January, 2006, the requisite changes in the Board of Directors and Audit Committee were effected. The new requirements of the Code of Conduct and Risk Management were formalized.

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 revised Clause 49 of the Listing Agreement consists of mandatory and non-mandatory requirements. The Company is compliant with the mandatory clauses.

In respect of the non-mandatory provisions, the 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 other non-mandatory requirements and will have the same in place at an appropriate time. There is no formal whistle blower policy but no 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 . Also results are sent to the Stock Exchanges for incorporation in their Website. Company's E-Mail address:goodricke@goodricke.com

CODE OF CONDUCT FOR DIRECTORS-GOODRICKE GROUP LTD.

(IN TERMS OF CLAUSE 49 OF THE LISTING AGREEMENT)

	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.

	As"Officer of the Company" in terms of Sec. 2(30) of the Act, Directors 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 is not an undischarged insolvent.
		He is not Convicted by Court of offence involving moral turpitude.
		He is not sentenced to imprisonment for not less than 6 months.
		No order has been passed by the Court disqualifying him for appointment u/s203.
		He does not suffer from disqualifications as specified in Sec. 274 (1)(g) i.e. other Companies in which he is a Director has not defaulted in submission of Annual Accounts & Annual Returns to the Registrar of Companies.

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. 217(2AA) as signed and included in the Directors' Report are adhered to.

Name	Designation
P.J. Field	Chairman
A.N. Singh	Managing Director & CEO
A.K. Mathur	Director
Sudha Kaul	Director
K. Sinha	Director
P.K. Sen	Director

Code of Conduct for Senior Management Personnel of Goodricke Group Ltd.

(In terms of Clause 49 of the Listing Agreement 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.

Person	Designation
D.P. Chakravarti	Vice President & Secretary
A. Sengupta	Chief Accountant & CFO
A. Asthana	Sr. General Manager (Engg.)
V.S. Gulia	General Manager (Operations).

» Shareholding pattern as at 31st December 2010

» Qtrly. Compliance Report - Cl. 49


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