Gunther America Inc.
454 Allwood Road
Clifton, NJ 07012
Mr. John D Rollo – Chairman
Mr. Robert P Romano – Director
Mr. P Ramesh – Managing Director
Mr. A Jayaganesan Muthiah – Director
Ms. Mary Patricia Galasso – Director
Terms and Conditions of Appointment of Independent Director
1. Should not be related to any employee or key managerial personnel of the company.
2. Should not hold any shares of the company.
3. Should have knowledge of company’s business.
4. Should be able to add value and devote time for the well being and growth of the company’s business.
Code of Conduct of Board of Directors’ and Senior Management Personnel:
1. Should attend all the meetings of Board of Directors and/or meetings of respective committees, as far as possible.
2. Should update himself/herself of the events/business operations of the company from the company’s employee directors.
3. Should bring in Value Addition based on their personal expertise and knowledge gained from other sources.
4. Should work in the direction on providing growth and progress to the company.
5. The discussions should be conducted in a conducive, cordial and harmonious manner. In any case there will be no room for raising of voice or heated arguments.
6. Descending on any decision should be welcomed with proper justification and evidences.
Policy on Dealing with Related Party Transactions:
Related party transactions are governed by export marketing agreement signed between the group companies. The agreement is held in the company.
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stake Holders Relationship Committee
d) Risk Management Committee
Composition of Various Committees of Board of Directors:
D. Share Holding Pattern
Quarter ending: March 2016
E. Quarterly Financial Results
- Date of notice of closure of register of members, debenture holders etc before the AGM:
The share Transfer Register and Register of members will be closed from Friday the 09th September 2016 to Thursday the 15th September 2016 ( both days inclusive).
- Date on which the general notice of AGM was sent to shareholders – 22-08-2016.
F. Whistle Blower Policy
Our company has got Whistle Blower Policy. Our company believes in transparency and genuineness in each and every transaction. For the said purpose we have laid down the Whistle Blower Policy as enumerated below in succeeding paragraphs:
- Any employee of the company irrespective of any rank or cadre, if come across any illegal or unlawful activity taking place inside the company or outside the company in connivance with any staff or others, can confidentially report such illegal and unlawful activity with proof if any to the Managing Director of the company directly. When such activity is reported, the identity of such whistle blower will be kept confidential and no repressive action will be taken against such whistle blower, even if such information given by the whistle blower is proved to be wrong after investigation. However to avoid misuse of Whistle Blower Policy, if any person resorts to blow whistle with malafide intention then suitable action can be initiated by giving sufficient opportunity to defend himself / herself.
- The ultimate intention of the company is to encourage stoppage of any illegal or unlawful activity due to the instrumentality of whistle blower. However, it will also be seen that the instrumentality of whistle blow should not become an instrument of harassment to the company’s officials in longer run.
G. Prevention of Sexual Harassment of Female Employees and Women’s Policy
Our company has a policy to prevent abusive work atmosphere for women. Our company has provided Women Rights Committee which caters for the well being, care and regards for all the women work force. As per the policy, if any female employee of the company, under goes any sort of physical or verbal or any other form of sexual harassment, she can lodge a complaint with the Women’s right committee. The committee takes up the complaint and investigates the matter and gives its recommendation to the Managing Director of the Company. If no serious concern is reported then the complaint is resolved amicably to the satisfaction of complainant within the company itself.
However if the complainant is not satisfied and if it is required to be further investigated through the Law Enforcing officials, then the said complaint is forwarded to the jurisdictional Police Station or such other law enforcing agency for further investigation.