CORPORATE GOVERNANCE REPORT
1. Company's Philosophy on Corporate Governance
The Company believes that compliance of the code of Corporate Governance is always helpful for smooth operations of the Company and to maintain the transparency and accountability in all the transactions of the Company. To excel with due diligence, is the underlying guiding force to further strengthen management and decision making process. The Board of Directors and Management of the Company always keep in mind the confidence of the Shareholders reposed in them.
2. Board of Directors
The Board of directors of the Company has an optimum combination of executive and non-executive directors with women directors and more than fifty percent of the Board of Directors comprising of non-executive directors.
As on 31st March, 2015, your Company's Board has a strength of six Directors comprising two executive and four non executive Directors. Of the four non-executive directors two directors are women directors.
The members of the Board are drawn from various fields having considerable expertise in their respective areas. Together they bring diverse experience, varied perspectives, complementary skills and vast expertise.
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.
Maximum tenure of Independent Directors
The Independent Directors are appointed for a period of five years which is well within the maximum tenure of Independent Directors provided under the Companies Act, 2013 and clarifications/ circulars issued by the Ministry of Corporate Affairs, in this regard, from time to time.
Formal letter of appointment to Independent Directors
The Company has issued letter of appointment to all the independent directors in the manner as provided under the Companies Act, 2013 and the terms and conditions of their appointment have been disclosed on the website of the Company at www.jagatjit.com .
Familiarisation Programme for Independent Directors
All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time. The Company makes consistent efforts to acquaint the Board with the overall business performance of the Company.
Brief Profile of Directors being appointed at the ensuing Annual General Meeting:
Mrs. Anjali Varma, Director retires at the ensuing Annual General Meeting, is eligible and offers herself for re-appointment. Mrs. Anjali Varma aged about 56 years is a Graduate and holds diploma in Hotel Management. She has around twenty years of experience in the fields of Marketing and Administration. She is holding directorship in following companies :
1. Mata Construction and Builders Private Limited
2. G. Management Services Private Limited
She is not holding Chairmanship/membership of any of the Committees in any other Public Limited Company. She holds 100 equity shares in the Company.
The Board of Directors, subject to the approval of the shareholders has re-appointed Mr. Narender Sapra as Managing Director of the Company for a period of three years w.e.f. 28th November, 2014. The approval of the shareholders for the re-appointment and payment of remuneration to Mr. Narender Sapra is being sought in the ensuing Annual General Meeting. Brief profile of Mr . Narender Sapra is stated in the Notice of the Annual General Meeting. Mr. Narender Sapra holds directorship in following companies:
1. Emperor Investments (P) Ltd.
2. Lilac Investments & Trading (P) Ltd.
3. Maize Investment (P) Ltd.
4. Vapour Investments & Trading (P) Ltd.
5. Ispace Developers (P) Ltd.
6. LPJ Medical Foundation
He is not holding Chairmanship/membership of any other Committees in any other Public Limited Company. He holds 100 equity shares in the Company.
The Board of Directors held eight Board Meetings during the period under review i.e on 21st April, 2014, 30th May, 2014, 10th July, 2014, 31st July, 2014, 14th August, 2014, 4th October, 2014, 14th November, 2014 and 14th February, 2015.
Separate Meeting of the Independent Directors :
The Independent Directors held a Meeting on 23rd December, 2014, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors Viz. Mr. Sudhir Avasthi, Mr. Peri Kameswara Sharma and Mrs. Kiran Kapur were present at the meeting. The following issues were discussed in detail :
i) Review of the performance of non-independent directors and the Board as a whole;
ii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
3. Audit Committee
The Audit Committee comprises of Mrs. Kiran Kapur, Mr. Narender Sapra and Mr. Peri Kameswara Sharma. Mr. Peri Kameswara Sharma is the Chairman of the Audit Committee.
The terms of reference of this Committee cover the matters specified for Audit Committee under Clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013.
During the year under review the Audit Committee held five meetings i.e on 30th May, 2014, 10th July, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015.
4. Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Mrs. Kiran Kapur, Mrs. Anjali Varma and Mr. Peri Kameswara Sharma, all being non executive directors. Mr. Peri Kameswara Sharma is the Chairman of the Committee.
The functions and terms of reference of the Committee are as prescribed under Section 178 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges. The Committee shall identify the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also shall carry out evaluation of every director's performance. Committee shall also formulate the criteria for determining qualifications, positive attributes, independence of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Remuneration policy of the Company is such as to retain the employees on long term basis and is comparable with other industries in the region.
During the year under review the Nomination and Remuneration Committee held two meetings on 15th July, 2014 and 21st August, 2014.
Service contract, severance fee and notice period of the Executive Directors :
The appointment of the Executive Directors is governed by Resolutions passed by the Shareholders of the Company, which cover the terms and conditions of such appointment, read with the service rules of the Company. A separate Service Contract is not entered into by the Company with any Executive Director. No notice period or severance fee is payable to any Director.
5. Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of Mr. Narender Sapra, Mr. Ravi Manchanda and Mr. Peri Kameswara Sharma. Mr. Peri Kameswara Sharma a Non- executive Independent Director, is the Chairman of the Committee. Mr. K. K. Kohli, Company Secretary, is the Compliance Officer.
The functioning and terms of reference of the Committee are as prescribed under and in due compliance with Section 178 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges. The Committee focuses primarily on monitoring expeditious redressal of investors / stakeholders grievances and also functions in an efficient manner that all issues / concerns of the stakeholders are addressed / resolved promptly.
The Company did not receive any complaint from shareholders during the year ended 31st March, 2015. No transfer was pending on 31st March, 2015 for more than 15 days of its receipt.
During the year under review the Stakeholders Relationship Committee held one meeting on 14th February, 2015.
(i) Related Party Transactions : Please refer the Directors' Report for details on Related Party transactions and Materially significant Related Party Transactions that may have potential conflict with the interests of Company at large, during the year ended on March 31, 2015.
(ii) There has not been any non-compliance, penalty or stricture imposed on the Company by any Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years.
(iii) Whistle Blower Policy : In compliance with Section 177 of the Companies Act, 2013 and the listing agreement, the Company has established a Whistle Blower Policy which has been uploaded on the website of the Company at www.jagatjit.com .
(iv) The Company has followed all the mandatory requirements prescribed under Clause 49 of the Listing Agreement.
8. Code of Conduct
The Board of Directors has adopted a Code of Conduct for Directors and Senior Management of the Company. An annual affirmation of compliance with the Code of Conduct is taken from all the Directors and Senior Management members of the Company to whom the Code applies. The Code of Conduct has also been posted at the website of the Company www.jagatjit.com . Managing Director's affirmation that the Code of Conduct has been complied with by the Board of Directors and Senior Management is produced below.
9. Means of Communication
The Quarterly and the Annual financial results are submitted to the Stock Exchanges in accordance with the Listing Agreement and are published in newspapers in a widely circulated English daily and a Punjabi daily as required under the Listing Agreement. The results are displayed on the website of the Company www.jagatjit.com under the heading "investors". The same are also forwarded to the shareholders on their request. Management Discussion and Analysis Report is enclosed and forms part of the Annual Report.
10. General Shareholders Information
a) Annual General Meeting
Date 27th November, 2015
Time 09.30 A. M.
Venue Registered Office
b) Financial Year :
1st April, 2014 to 31st March, 2015
c) Financial Calendar (2015-16)
(i) First Quarter Results Mid of September, 2015
(ii) Second Quarter Results Mid of November, 2015
(iii) Third Quarter Results Mid of February, 2016
(iv) Annual Results By 30th May, 2016
d) Dates of Book Closure
The Register of Members and Share Transfer Books will remain closed from 23rd November, 2015 to 27th November, 2015 ( both days inclusive).
Due to certain technical problems in the computer system of the Company the stored data was lost. The Company had to regenerate the entire data again. Accordingly, the compilation and audit of the financial statements and results of the Company for the quarter and year ended 31st March, 2015 and quarter ended 30th June, 2015 have been delayed. Further, on the request of the Company the Registrar of Companies , Punjab and Chandigarh granted an extension to hold the Annual General Meeting of the Company upto 30th November, 2015 vide their letters dated 2nd September, 2015 and 14th September, 2015.
e) Dividend Payment Date
The Board of Directors have not recommended any dividend for the year under review.
f) Listing on Stock Exchanges
The shares of your Company were listed at the Ludhiana, Delhi and Mumbai Stock Exchanges. The SEBI in November, 2014 withdrew the recognition granted to the Delhi Stock Exchange and allowed Ludhiana Stock Exchange to exit the bourses business vide their order dated 30th December, 2014. Accordingly, the shares of your Company are presently listed on BSE Limited Vide Stock Code No. 507155.
The Listing fees for the financial year 2015-16 have been paid to Mumbai Stock Exchange.
h) Registrar and Transfer Agent
In line with the guidelines of the Securities and Exchange Board of India and to provide better services to its shareholders, the Company is doing all the share registry related work In-house.
i) Share Transfer System
Share Transfer work of physical segment is attended to by the Company within the prescribed time period under law and the Listing Agreement with Stock Exchanges.
All share transfers are approved by a committee constituted by the Board of Directors, which meets periodically.
k) Dematerialisation of Shares and Liquidity.
As on 31st March, 2015, 16549304 equity shares being 35.86 % of the total paid-up Capital have been dematerialised. The shares of the Company are being traded at the Bombay Stock Exchange.
The shares of your Company are traded under compulsory dematerialised form. In view of the Guidelines of the Securities and Exchange Board of India, the Company with its aim to provide better services to its Shareholders is doing all the share registry related operations In-house. All the Shareholders and Depository Participants are advised to correspond with Company only for all the works related to share registry.
l) Outstanding GDRs.
The Company has issued 1260500 GDRs in overseas market representing 25210000 underlying equity shares. GDRs have not been converted into equity shares. GDRs do not carry voting rights.
m) Plants Location
The Company has following plants:
1. Jagatjit Nagar, Distt. Kapurthala - 144 802 ( Punjab)
2. Site No. IV, Plot No. 17, Sahibabad Industrial Area, Sahibabad -201 010 (U.P.)
3. C-35, Sector 57, Phase-III, NOIDA -201 301 (U.P.)
4. Plot Nos. 4A-1/1 & 1/2, Sikandrabad Industrial Area, Sikandrabad- 203 205 (U.P.)
5. Plot No. SP 1-3, Sotanala, RIICO Industrial Area, Behror, Distt. Alwar -301 701( Rajasthan)
n) Address for Correspondence
Registered Office : Jagatjit Industries Limited
Jagatjit Nagar-144 802, Distt. Kapurthala (Punjab)
Tel: 0181- 2783112-16, Fax: 0181-2783118, E.mail: email@example.com
Corporate office : Jagatjit Industries Limited
4th Floor, Bhandari House, 91, Nehru Place, New Delhi-110 019.
Tel: 011- 26432641-42, Fax: 011-26441850,
Investor E. mail address: Investor@jagatjit.com