01 May 2017 | Livemint.com

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Jagsonpal Pharmaceuticals Ltd.

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  • BSE Code: 507789
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  • NSE Code: JAGSNPHARM
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Jagsonpal Pharmaceuticals Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

The Securities and Exchange Board of India has stipulated Corporate Governance standards for listed companies through Clause 49 of the listing agreement of the stock exchanges. Your company has put in place systems and procedures and is fully compliant with the standards.

1. Company's Philosophy on Code of Governance:

The Company's philosophy on Corporate Governance is to conduct its business affairs in a professional and transparent manner while adhering to high ethical values and morals and always striving for optimizing Shareholder' value. The Company considers good corporate governance to be a pre-requisite for meeting the objective of maximizing shareholders wealth in a sustained manner.

2. Board of Directors

a) The Board comprises of Executive and Non-executive Directors. The present strength of the Board of Directors is six Directors. The Chairman and the Managing Director is an whole time director, one lady director, the remaining four out of six being non-executive Directors, who are independent Directors and are professionals and have expertise in their respective fields.

b) The Company has also appointed a Woman Director pursuant to the listing agreement.

c) The attendance at Board Meetings and last Annual General Meeting of each of the Directors during the financial year of the Company was as under:

Details of Directors appointed / re-appointed pursuant to clause 49 (VI) (A) of Listing Agreement.

Mrs. Jasbir Kaur Kochhar was appointed as Woman Director and her tenure expires on ensuing Annual General Meeting, being eligible, offers herself for appointment / reappointment. Mrs Jasbir Kaur Kochhar is related to Mr. Rajpal Singh Kochhar, Chairman & Managing Director and has inter - se - Mother - Son relationship.

b) Meeting of Independent Directors

The Company's Independent Directors meet once in a financial year without the presence of Executive / Managing Director. Such meeting are conducted informally to enable Independent Directors to discuss matters pertaining to Company's affairs and put forth views to lead Independent Directors

d) Information placed before the Board of Directors The following information is regularly placed before the Board of Directors

• Minutes of the Committees

• Information on recruitment etc of Senior officer just below the Board level

• Annual budgets/plans

• Capital budgets

• Quarterly results

• Material communications from Government bodies

• Fatal or serious accidents, dangerous occurrences and pollution problems, if any.

• Material financial obligations

• Significant labor problems, if any.

• Sale of assets, investments etc. which is not in the normal course of business.

• Material transactions

• Compliance with statutory requirements

Besides above, all major decisions are considered by the Board.

3. Ethics / Governance Policies Committee

At JPPL we strive to conduct our business and strengthen our relationships in a dignified, distinctive and reasonable manner. We adhere to ethical standards and some of these codes and policies are:

• Code of Conduct

• Code of Conduct for Prohibition of Insider trading

• Vigil Mechanism and Whistle Blower Policy

• Treatment of Related Party Transactions

• Policy for Selection of Directors and their Independence

• Remuneration Policy for Directors, KMP's and Other Employees

4. Audit Committee & Vigil Mechanism

The terms of reference and the role of the Audit Committee include inter-alia reviewing with management the quarterly and annual financial statements, adequacy of internal control systems and frequency and scope of internal audit, overseeing of company's financial reporting process, discussions with internal and external auditors of the company on the audit undertaken, recommending the audit fee, reviewing the internal audit undertaken and its findings, to review the functions of the whistle blower mechanism .

The Audit Committee was formed in January 2002. The committee has three Non-executive Independent Directors as members - Mr. Govind Deo, Dr. Ishpal Singh Ghai and Mr. Bharat Sinh. The Chairman of the Committee is Mr. Govind Deo.The Company Secretary acts as Secretary of the committee. The Internal Auditor and/or Statutory Auditors are invitees to the meeting. The quorum for the Committee meeting is two Directors.

The Committee had met four times during the financial year in May, August, November and February months of  2014-15.

5. Remuneration Committee and appointment, remuneration of Directors & Policy Nomination, Remuneration and Compensation Committee

The company has a policy to appoint independent personnel as directors with requisite qualification & experience. Mr. Govind Deo, Chairman, Mr. Bharat Sinh, & Ishpal Singh Ghai are members of the committee of the said Company and Company Secretary Acts as Secretary of the committee.

Declaration of independence : Dr. S. K. Goyal, Mr. Govind Deo, Mr. Bharat Sinh & Dr. Ishpal Singh Ghai have submitted their declaration of independence in accordance to section 149

Brief Description of Terms of Reference

• To identify persons who are qualified to become Directors and who may be appointed in the senior management;

• To formulate a criteria for determining qualifications, positive attributes and independence of a director;

• To recommend to the Board, appointment and removal of the identified directors and senior management personnel based on the laid down criteria and formulated policy;

• To formulate criteria for evaluation of independent Directors and the Board and shall carry out evaluation of every director's performance;

• To review the performance of the Managing Director and Whole-time Director and recommend to the Board in this regard.

• To devise a policy on the Board diversity;

• To recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees;

• To review the overall compensation policy and service agreements of the Managing Director and Whole-time Directors and other employees of appropriate cadres;

• To evaluate the remuneration paid by comparable organizations;

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

None of the independent directors are due for re-appointment.

Remuneration Policy

The Company's inter-alia remuneration policy is determined by the success and performance of the individual employee and the company. The performance of the individual emp;oyee is measured through an annual appraisal process. The company, through its compensation program attracts, develops, motivates and retains its talented workforce.

a) Non-Executive Directors:

The Non-Executive Directors were paid remuneration by way of Sitting Fees Rs. 5000/- each for attending board and committee meetings plus reimbursement of related actual travel and out of pocket expenses. They are entitled up to 1% commission as and when approved by the Board of Directors. During the year remuneration paid to non­executive directors was as follows:

5. Stakeholders' Relationship Committee

Pursuant to Clause 49 of the Listing Agreement and Section 178 of the Act the Board has re-constituted and renamed the Shareholders'/Investors' Grievances Committee as Stakeholders' Relationship Committee. The Stakeholders' Relationship Committee considers and resolves the grievances of security holders.

The complaints/queries/requests received from the shareholders have been duly attended to and resolved by furnishing requisite information/documents by the Company. A summary of complaints received and resolved by the Company during the financial year is given below:

6 Share Transfer Committee

To expedite the transfer of shares and other related matters the power of share transfer and other matters (transmission and issue of duplicate shares etc.) has been delegated to the Share Transfer Committee comprising of independent directors and top officials of the Company. The committee meets at least once in a fortnight. No investors' complaint was pending for a period exceeding one month

8 Compliance Certification of The Auditors

Certification from the Company's Auditors, M/s P P Thukral & Co. confirming compliance with conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, is attached to this report.

9 Audit Certification

The Company is in the regime of unqualified financial statements.

10 Reporting of Internal Auditor

The Internal Auditor directly reports to the Audit Committee.

11 CEO Certification

The Chairman and Managing Director and the Chief financial Officer of the Company give annual certification on the financial reporting and internal control of the Board in terms of clause 49 of the Listing Agreement.

12 Certification on Compliance with Code of Conduct

I hereby confirm that the company has obtained from all the members of the Board and Management Personnel, affirmation that they have complied with the Code of Conduct for the year 2014-15.

13 Disclosures

There were no transactions of material nature with the Directors or the Management or relatives of the Directors during the financial year which could have potential conflict with the interests of the Company at large.

The company has complied fully with the requirements of the regulatory authorities on capital market. There have been no instances of non-compliance by the company on any matter related to the capital markets nor has any penalty or stricture been imposed on the company by the stock exchanges, SEBI or any statutory authority.

The Company has rigorously followed the accounting standards, laid down by the Institute of Chartered Accountants of India.

The Audit Committee regularly reviews the risk management strategy of the company to ensure the effectiveness of risk management policies and procedures.

The Chief Executive Officer and Managing Director and the Chief Financial Officer of the company have furnished the requisite certificate to the board of directors under the Clause 49 of the Listing Agreement

14 Means of communications

As the quarterly results are published in one English daily newspaper (The Pioneer/Business Standard) and one Hindi newspaper (Veer Arjun) published from Delhi. The half yearly report was not sent to the shareholders.

During the financial year the Company has not made any presentations to the institutional investors or analysts. The Management Discussion and Analysis Report is part of this Annual Report.

15 General Shareholder Information

?? Annual General Meeting : Wednesday, 30th September, 2015 Vanita Samaj, 13, Instituional Area, Lodi Road, New Delhi 110003

?? Dates of Book Closure : September 23rd to September 30th, 2015 (both days inclusive)

?? Dividend Payment Date : Within Stipulated Time, if declared.

?? Financial Calendar (tentative)

Results for the quarter ending

June 2015 2nd week of August, 2015

September 2015 2nd week of November, 2015

December 2015 2nd week of February 2016

March 2016 4th week of May 2016A

Listing on Stock Exchanges : The Bombay Stock Exchange Limited, Mumbai

The National Stock Exchange of India Limited, Mumbai

The company has paid the listing fee for 2014-15 & 2015-16.

?? Stock Code : JAGSNPHARM EQ at NSE and 507789 at BSE

ISIN No. for NSDL & CDSL INE048B01027

Abstract of annual return as on 31.03.2015 in MGT – 9 is attached, Annexure D Page 11-22

?? Address for correspondence and Registrar and Transfer Agents

The company has appointed M/s. MCS Share Transfer Agent Limited as Registrar and Share Transfer Agents. For matters related to the shares following may be contacted.

• Address for correspondence and Registrar and Transfer Agents

The company has appointed M/s. MCS Share Transfer Agent Limited as Registrar and Share Transfer Agents. For matters related to the shares following may be contacted.

Company Secretary Jagsonpal Pharmaceuticals Ltd. T-210 J, Shahpur Jat New Delhi 110049

MCS Share Transfer Agent Limited Unit: Jagsonpal Pharmaceuticals Ltd. F-65, Okhla Industrial Area, Ph. –I New Delhi 110020

• SEBI Complaints redress systems (SCORES):

The investor complaints are processed in a centralized web-based complaints redressal systems. The salient features of this systems are: Centralised database of all complaints, online upload of Action Taken reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaints and its currents status.

• Designated Exclusive email-id:

The Company has designated the following email-ids exclusively for investor servicing:

For Queries on in respect of shares in physical mode, Annual Reports, Dividend etc. cs@jagsonpal.com  sagar@jagsonpal.com

• Dematerialisation of Securities

Shares of the Company are actively traded on the Stock Exchange, Mumbai and the National Stock Exchange of India Limited. Approximately 94.00% of the Company's total shares have been dematerialized. (NSDL 85.41 % & CDSL 8.45% as at 31.03.2015)

Action required regarding non-receipt of dividend

In case case of non receipt of dividend warrants, members are to correspond with the Company's Registrar / Registrar of Companies as mentioned hereinunder:

Plant Location

20 K. M. Mathura Road, Post Office Amar Nagar Faridabad, Haryana - 121 003  14, 15, 16, 54, 55, 56, Sector - 5, IIE, Pant Nagar  Rudra Pur, (U. S. NAGAR) U. K. 263 153

Address for Correspondence

The Company Secretary Jagsonpal Pharmaceuticals Limited  T-210 J, Shahpur Jat New Delhi - 110003  Phone : 011-46181100 & 46109900 Fax : 011 - 26498341, E-mail : cs@jagsonpal.com

Other facilities: Shareholders, who hold shares in single name wish to make / change the nomination in respect of their shares as permitted under Section 109A of the Act, may submit to the registrar the prescribed Form 2B

Bank details : Shareholders, are requested to notify /send the following to the Company's registrar to facilitate better  service.

(i) Any change in their address / mandate / bank details; and

(ii) Particulars of the bank account in which they wish their dividend to be credited, in case not furnished earlier. Shareholders are advised that respective bank details and address as furnished by the Company will be printed on their dividend warrants as a measure of protection against fraudulent encashment.