STATUTORY REPORTS
REPORT ON CORPORATE GOVERNANCE
During the year under review, one (1) Meeting of the Independent Directors of the Company was held on March 03, 2026, as required under Schedule IV to the Act ('Code for Independent Directors') and Regulation 25(3) of the SEBI Listing Regulations. At their Meeting, the Independent Directors reviewed the performance of Non- Independent Directors and the Board as a whole including the Chairman of the Board after taking the views of Executive and Non- Executive Directors and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Meeting was attended by all the Independent Directors as on that date. The Meeting was chaired by Smt. Gauri Kumar, IAS (Retd.).
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
All the Independent Directors of the Company have been appointed as per the provisions of the Act and the SEBI Listing Regulations. Formal letters of appointment are issued to the Independent Directors after their appointment by the Members. As required by Regulation 46 of the SEBI Listing Regulations, the terms and conditions of their appointment have been disclosed on the website of the Company at https://www.gnfc.in/wp-content/uploads/2024/12/Terms- Conditions-of-Appointment-of-Independent-Directors.pdf
A system is in place to familiarize the Independent Directors about the Company by providing a Director’s information pack covering the details about the Company as follows:
Sr. No. 1 2 3 4 5 6
Particulars Operational and financial highlights. Various Plants with installed capacity and products manufactured by the Company. CSR Projects / Activities. Their role, rights, and responsibilities as per the Act, Rules and the SEBI Listing Regulations. Nature of industry in which the Company operates. Business model of the Company.
An induction kit is provided to new Directors which includes the Annual Report, overview of the Code of Conduct for Board of Directors & Senior Management, Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information, including a presentation on Insider Trading.
Pursuant to Regulation 25 (7) of the SEBI Listing Regulations, the Company imparted familiarisation programmes to its Directors including review of long-term strategy, industry outlook, regulatory updates at the Board and Committee Meetings. Besides the above, presentation on Risk Management, CSR, Safety and Sustainability initiatives, HR Strategy and Succession planning, etc. are made at the respective Committee Meetings where some of the Independent Directors are also Members. While considering quarterly and Annual Financial Results, a presentation is made to the Audit Committee and to the Board of Directors, inter-alia, covering Operational and Financial performance of the Company.
Special visit for Shri Susanta Kumar Roy was organised for both the plants of the Company (i.e., Bharuch plant & Dahej plant) as a part of familiarization programme.
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