CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance ensures fairness, transparency and integrity of the management which provides a frame work within which stakeholders can pursue the objectives of the organization effectively. Good Corporate Governance practices encompass the organizational culture and lay the foundation for enhanced corporate excellence. Your Company is committed to achieve and maintain higher standards of Corporate Governance on an ongoing basis and therefore operates within accepted standards of propriety, fair play and justice, which are fundamental to the Company.
The Company believes in good corporate governance, transparency and ethical conduct in all its activities aimed at strengthening the confidence among shareholders, customers, employees and other stake holders. Your Company has always been conscious of ensuring transparency, accountability and responsibility while dealing with its employees, stakeholders, and the customers
The following report on Corporate Governance has been provided pursuant to clause 49 of the Listing Agreement:
2. BOARD OF DIRECTORS:
A) Composition of Board
The Board of Directors of the Company comprises of Executive, Non-Executive and Independent Directors who have in depth knowledge of the business and industry. The composition of the Board of Directors of the Company is in conformity with Clause 49 of the Listing Agreement with the Stock Exchange.
All the Independent Directors have declared that they meet the criteria of 'Independence' mentioned under Clause 49 of the Listing Agreement and Section 149 of the Companies Act, 2013.
As on 31st March, 2015 the Company had Six Directors on the Board and the Chairman being an Executive. Out of the Six Directors three were Non-Executive and Independent Directors, during the year under review, One Executive Women Director was appointed on the Board and One Independent Director was appointed on the Board.
B) Non executive Directors' compensation and Disclosures:
Non-Executive Directors are not paid any remuneration except sitting fees. The details of sitting fees paid to them are separately mentioned in this report.
C) Other Provisions as to Board and Committees:
None of the Directors is a member in more than Ten Committees or Chairman in more than five Committees, across all the Companies in which they are Directors.
Necessary disclosures regarding committee positions in other public companies as on 31st March, 2015 have been made by the Directors.
Attendance at Board Meetings
During the year under review, Five Meetings were held on the Following Dates with a gap not exceeding Four Months between Two Consecutive Meetings.
D) CODE OF CONDUCT:
The Company has laid down a code of conduct for the Directors and Senior Management personnel of the Company. The Code of Conduct has been posted on the Company's website: www.cjgelatineproducts.com . The members of the Board and Senior Management
Personnel have affirmed compliance to the said Code of Conduct. A declaration to this effect, duly signed by the Managing Director, is available on the website of the Company.
Declaration as required under Clause 49 of Listing Agreement
All Board Members and Senior Management personnel have affirmed compliance with the code of ethics for the Financial Year Ended 31st March, 2015.
COMPANY'S POLICY ON PROHIBITION OF INSIDER TRADING
The Company has also formulated a Policy for Prohibition of Insider trading to deter the insider trading in the securities of the Company based on the unpublished price sensitive information. The policy envisages procedures to be followed and disclosures to be made while dealing in the securities of the Company. The full text of the policy is available on the Website of the Company.
3. COMMITTEES OF THE BOARD:
The company has three Committees of the Board of Directors viz.
(i) Audit Committee
(ii) Stakeholders' Relationship Committee
(iii) Nomination & Remuneration Committee
All decisions pertaining to the constitution of Committees, appointment of members and fixing the terms of reference for committee members are taken by the Board of Directors. Details of the role and composition of these committees, including the number of meetings held during the year and the attendance are provided below:-
(i) Audit Committee:-
The Audit Committee of the Company is constituted in accordance with Clause 49 of the Listing Agreement with the Stock Exchange and Section 177 of the Companies Act, 2013.
The terms of reference of the Audit Committee are broadly as under:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditor and the fixation of audit fees.
Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
a. Matters required being included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Significant adjustments made in the financial statements arising out of audit findings.
d.Compliance with listing and other legal requirements relating to financial statements.
e. Disclosure of any related party transactions. Qualifications in the draft Audit Report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
6. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
7. To review the functioning of the Whistle Blower mechanism.
8. Carrying out any other function as is assigned to the Audit Committee.
9. Considering such other matters as the Board may specify.
The composition of the Audit Committee and the details of meetings attended by its members are given below:
(ii) Stakeholders' Relationship Committee
The terms of reference and the ambit of powers of Stakeholders Relationship / Grievance Redressal Committee are as per clause 49 of the Listing Agreement and the section 178 of the Companies Act, 2013 (or any amendment thereof) and allied rules as may be notified from time to time. The status of member correspondences, queries, grievances etc. are endeavored to be addressed instantaneously by the secretarial department and status thereof is also placed before the Stakeholders Relationship/ Grievance Redressal Committee.
The Stakeholders' Relationship Committee comprises of Shri Sachiv Sahni, Shri Jaspal Singh and Shri Amarjot Singh. Shri Amarjot Singh is being appointed as a member and Chairman of the Committee on 28/03/2015. The Stakeholders' Relationship Committee is authorized to consider and approve the physical share transfers, transmission and transposition, issue of duplicate certificates, consolidation, split and renewal of share certificates and to attend investor grievances. The meetings of the Committee were held Five times during the year ended on 31st March, 2015.
The Company has appointed M/s. Adroit Corporate Services Pvt. Ltd. as its Share Transfer Agent.
Name and designation of compliance officer
Ms. Priyanka Saraf, Company Secretary.
Status of Investor complaints
The Company has not received any letters/complaints relating to share transfers, non receipt of Annual Report, dividend etc. from the investors during the year ended 31.03.2015.
(iii) Nomination Committee & Remuneration
The Nomination and Remuneration Committee determines on behalf of the Board and on behalf of the shareholders, the Company's policy governing remuneration payable to the Whole-time Directors as well as the nomination and appointment of Directors.
The role of the Nomination and Remuneration Committee also covers such functions and scope as prescribed under section 178 of the Companies Act, 2013 read with allied Rules framed there under and clause 49 of the Listing Agreement with stock Exchanges.
INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent
Directors met on March 28, 2015, inter alia, to discuss:
1. Effective Risk Management system.
2. Listing of shares
3. Effective financial and compliance management system.
4. Building and Development of quality Human Resource.
5. Good Corporate Governance
6. High Standard of Integrity and Probity.
SERVICE CONTRACT, SEVERANCE FEE AND NOTICE PERIOD OF THE EXECUTIVE DIRECTORS
A Separate Service Contract is not entered into by the Company. The Company has no scheme for stock options. No Notice period or severance fee is payable to any Director.
4. BOARD PROCEDURE
The Board meetings of the Company are conducted on the basis of the agenda prepared in consultation with the Board. All items are backed by background materials and relevant supporting papers which are circulated in advance to the Directors.
Information Supplied to the Board:
The Board of Directors has complete access to the information within the Company, which interalia includes:
• Quarterly results for the company and its operating divisions or business segments.
• Minutes of meetings of audit committee and other committees of the board.
• Show cause, demand, prosecution notices and penalty notices which are materially important.
• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
• Any material default in financial obligations to and by the company, or substantial nonpayment for goods sold by the company.
• Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.
• Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.
a) Related Party Transactions
Transactions with the related parties are disclosed in B-8 of Note 22(Notes on Accounts) forming part of the Accounts in terms of Accounting standard AS-18.However,these transactions are not likely to have any potential conflict with the interest of the Company.
The Audit Committee has reviewed these transactions as required under clause 49 of the Listing Agreement.
b) Disclosure of Accounting Treatment
In the preparation of the financial statements, the Company has followed the accounting standards issued by the Institute of Chartered Accountants of India to the extent applicable.
c) Disclosure of Risk management
Your Company is well aware of risks associated with its business operations. Comprehensively risk management system is being put in place involving classification of risk, adoption of risk mitigation measures and a strong mechanism to deal with potential risks and situation leading to rise of risks in an effective manner.
d) Management Discussion & Analysis:
Management Discussion & Analysis Report - An Outlook & SWOT Analysis forms part of Director's Report.
e) Disclosure regarding appointment or re- appointment of Directors: The detailed profiles of Directors appointed/re-appointed and retiring by rotation are provided in the Annexure to the Notice of the Annual General Meeting.
7. CEO / CFO Certification
The Managing Director (CEO) has certified to the Board in accordance with Clause 49(V) of the Listing Agreement pertaining to CEO /CFO Certification for the financial year ended 31st March, 2015.
8. COMPLIANCE BY THE COMPANY
The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital market during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other Statutory Authorities.
9. MEANS OF COMMUNICATION
a) The quarterly and annual financial results are usually published in The Free Press Journal and Nav Shakti.
b) The Company has its own website viz. www.cjgelatineproducts.com and the financial results and quarterly shareholding pattern along with other relevant information useful to the investors are uploaded on the website regularly.
c) At present half yearly report on accounts is not being sent to each household of the shareholders.
d) The Management Discussion and Analysis is given separately in this Annual Report.
10. GENERAL SHAREHOLDER INFORMATION:
Annual General Meeting: Saturday, the 12th of
September, 2015 at 12.30 p.m.
Mumbai Marathi Grantha Sangrahalaya "DAMLE SABHAGRUH" 3rd Floor, 172 -Mumbai Marathi Grantha Sangrahalaya Marg, Naigaon Cross Road, Dadar (East), Besides Sharda Cinema, Mumbai -400 014
From Saturday, the 05th of September, 2015 to Saturday, the 12th of September, 2015 (Both days Inclusive)
Tokersi JivrajWadi, Acharya Donde Marg, Sewree (W), Mumbai: 400015.
Registrar & Share Transfer Agent
Adroit Corporate Services Pvt. Ltd.
Listing of Stock Exchange
Bombay Stock Exchange
ISIN allotted to Equity Shares
INE 557 D01015
Financial Year for the Year 2015 -16 :
Starts from 1stApril and ends on 31st March of the Following year
Quarter Ending June 2015: July 2015
Quarter Ending September 2015: October 2015
Quarter Ending December 2015 :January 2016
Year Ending March 2016: May 2016
Registrar and Share Transfer Agent:
Adroit Corporate Services Pvt. Ltd
19/20, Jaferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri East, Mumbai: 400 059.
Tel.:28594060, 28596060 Fax: 28503748 E-mail: email@example.com
Share Transfer System:
All shares sent for transfer in physical form are registered by the Registrar and Share Transfer Agent within 30 days of the lodgment, if documents are found in order. All requests for dematerialization of shares are processed and the confirmation is given to the respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) within 15 days.
Dematerialization of Shares & Liquidity
84.21% of Equity Shares have been dematerialized as on 31st March, 2015
Details on use of Public Funds obtained
No fund has been raised from Public in the last Three years
Mumbai and Mandideep near Bhopal
Adroit Corporate Services Pvt. Ltd.