CORPORATE GOVERNANCE REPORT FOR THE YEAR 2013-2014
(As required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges)
PHILOSOPHY ON CODE OF GOVERNANCE
The Board of Directors and the Management of JAIPAN INDUSTRIES LIMITED committed themselves to:
• Strive towards enhancement of shareholder value in the medium and long term through sound business decisions, prudent financial management and high standard of ethics throughout the organization.
• Ensure transparency and professionalism in all decisions and transactions of the Company.
• Achieve excellence in Corporate Governance by
- Confirming to and exceeding wherever possible, prevalent guidelines on Corporate Governance.
- Regularly reviewing the Board processes and the Management systems to improve governance relating to all the above The report on corporate governance is divided into five parts:
I. Board of Directors
II. Committees of the Board
III. Shareholder Information
IV. Other Disclosure
I. BOARD OF DIRECTORS: The details of Board of Directors on 31.03.2014 are as under:
As on 31.03.2014, the Company has 5 Directors including an Executive Chairman. Out of 5, three are Non Executive Independent Directors., The Composition of the Board is in conformity with Clause 49 of the Listing Agreements entered into with the Stock Exchanges.
Below is the information as required under Clause 49 of the Listing Agreement:
The Board of Directors' responsibilities include review of:
• Strategy and business plans
• Annual operating and capital expenditure budgets
• Investment and exposure limits
• Business risk analysis and control
• Senior executive appointment
• Compliance with statutory / regulatory requirements and review of major legal issues
• Adoption of quarterly results/ annual results
• Transaction pertaining to purchase disposal of property, major provisions and write offs.
B. BOARD MEETINGS
The meetings of the Board of Directors' are scheduled well in advance and the folder containing the agenda for the meeting with detailed review of all aspects of the Company business, including performance of the Company, employee relations, details of investment, capital expenditure, etc. is circulated to all the directors. It also highlights important matters discussed at the audit committee, shareholders grievance committee and at the sub-committee of Directors. Four Board meetings were held during the year 31st March, 2014. They were held on 30.05.2013, 12.08.2013, 14.11.2013 and 14.02.2014.
C. CODE OF CONDUCT
The Board of Directors has adopted the code of conduct and responsibilities of the Board towards the company in the Board Meeting.
D. DISCLOSURE REGARDING RE-APPOINTMENT OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956, Mr. Jainarain O Agarwal, retires by rotation and offers himself for reappointment at the ensuing Annual General Meeting.
The Independent Directors are liable to be appointed for a period of 5 yrs from 26th September, 2014 to 25th September, 2019 as per the provisions of Companies Act, 2013.
II. COMMITTEES OF THE BOARD A. AUDIT COMMITTEE
The terms of reference of this Committee are wide enough to cover the matters specified for Audit Committee under clause 49 of the Listing Agreement as well as section 292A of the Companies Act, 1956.
The primary role of Audit Committee is:
• To oversee the Company's financial reporting process and disclosure of financial information.
• To review the financial statements, adequacy of internal control systems and periodic audit reports.
• To recommend to the Board the matters relating to the financial management of the Company.
• To recommend appointment/re-appointment of Statutory Auditors and fixation of their remuneration.
• To hold discussions with Statutory Auditors periodically.
The Statutory Auditors of the Company are invited to attend Audit Committee Meetings, to discuss and review the quarterly/half yearly unaudited results, the annual audited accounts, internal audit, matters relating to the compliance with accounting standards, auditor's observations arising from the audit of the Company's accounts and other related matters.
The Chairman of the Audit Committee is an Independent Director. He was present in AGM of the Company held on 27.09.2013. In 2013-14, the Audit Committee met 4 times on 30.05.2013, 12.08.2013, 14.11.2013 and 14.02.2014.
B. REMUNERATION COMMITTEE
The terms of reference of the Remuneration Committee is to determine, review and recommend the Company's policy on specific remuneration packages for Whole Time Directors, Non-Executive Directors and commission payable to the Chairman of the Company. The recommendations of the Committee are put up to the Board of Directors and Shareholders of the Company. The Remuneration Committee met twice in the year, on 12.08.2013 and 14.02.2014.
The Managing / Executive Directors are paid remuneration as per the Agreements entered between them and the Company. These Agreements are placed for approval before the Board and the shareholders and such other authorities as may be necessary. The remuneration structure of the Managing / Executive Directors comprises of salary, commission, perquisites and allowances, contributions to provident fund, superannuation and gratuity. The Non-Executive directors do not draw any remuneration from the Company except commission and sitting fees.
DETAILS OF REMUNERATION TO ALL DIRECTORS
The primary role of the Remuneration Committee is to determine and recommend to the board the compensation to the Directors. The details of remuneration paid to the Directors for the year-ended 31.03.2014 are specified below: A. Remuneration as per Accounts for the year ended 31.03.2014.
No Sitting fees are paid to Non- Executive Directors of the Company.
The Chairman of Remuneration Committee was present in the Annual General Meeting held on 27.09.2013.
Company has not issued any stock options to any of its Directors and Employees.
There are no shares or convertible instruments held by the Independent Directors of the Company.
The Remuneration Committee of the Board of Directors of the Company has been reconstituted as Nomination and Remuneration Committee with effect from 11.08.2014 in accordance with the provisions of Companies Act, 2013.
C. SHAREHOLDERS/ INVESTORS GRIEVANCES COMMITTEE
The Committee reviews all matters connected with the physical securities transfer. The Committee also looks into redressal of shareholders complaints relating to transfer of shares, non-receipt of balance sheet, non-receipt of dividends, issue of share certificates on account of bonus, split or any other matter related to securities of the Company. The Committee oversees the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services. The Committee meets as and when required, depending upon grievances and/ or request for physical transfer of securities received by the Company.
The report received from the Share Transfer Agents as reviewed by the Committee is placed at the Board Meetings from time to time.
a) There were no materially significant related party transactions with the promoters, Directors etc that may have potential conflict with the interests of the Company at large.
b) There were no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company.
MEANS OF COMMUNICATION
The Companies Website www.jaipan.com also displays official news releases and presentations made to the institutional investors/ analysts.
CODE OF CONDUCT:
The Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management of the Company which is in compliance with clause 49(1)(D) of Listing Agreement.
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip. The number has to be quoted in each transaction relating to the dematerialized equity shares of the Company. The Company's ISIN is INE058D01030.
SECRETARIAL AUDIT REPORT REGARDING RECONCILIATION OF CAPITAL:
As required by regulation 55A of SEBI (Depositories and Participants) Regulations, 1996, a quarterly audit is conducted by a Practicing Company Secretary, reconciling the Issued and Listed Share Capital of the Company with the aggregate of the shares held by the investors in physical form and in demat form in CDSL and NSDL and said certificates are submitted to the Stock Exchange within the prescribed time limit.
As on March 31, 2014, there was no difference between the Issued capital and the aggregate of shares held by the investors in both physical form and in electronic form with depositories.
1. Annual General Meeting :
Date and Time : Friday, 26th September, 2014 at 10.00 a.m.
Venue : : 17, Cama Industrial Estate ,Walbhatt Road, Goregaon (E),Mumbai- 400 063
2. Book Closure Date
: Monday, 15th September, 2014 to Wednesday, 17th September, 2014 (Both Days inclusive)
3. Financial Calendar : (Provisional)
The Company's Financial Year is based on four quarters consisting three months per quarter
Period -Board meeting to approve quarterly financial results
1. Quarter ending 30th June, 2014 : By the end of 31st July, 2014
2. Quarter ending 30th September, 2014 : By the end of 31st October, 2014
3. Quarter ending 31st December, 2014 : By the end of 31st January, 2014
4. Quarter ending 31st March, 2014 :By the end of 30th April, 2015
4. Registered Office :
17, Cama Industrial Estate, Walbhatt Road, Goregoan (E), Mumbai-400 063
5. Listing of Equity Shares on Stock Exchanges: The Stock Exchange, Mumbai.
Listing Fess as prescribed has been fully paid to the Stock Exchanges where the shares of the Company are listed.
6. Stock Code :
Stock Exchange Stock Code
The Stock Exchange, Mumbai 5840
8. Registrars & Transfer Agents :
Link Intime India Private limited
C-13 Pannalal Silk Mills Compound 1st Floor, L.B.S. Marg Bhandup(W) , Mumbai- 400 078.
9. Share Transfer System :
Share Transfer in physical form is normally effected within a maximum period of 30 days of receipt of the documents, if found in order. The Share Transfer Committee approves all share transfers. All requests for dematerialization of shares are processed and the confirmation is given to the depositories i.e. National Securities Depository Limited (NSDL) & Central Depository Services Limited (CDSL).
10. DEMAT POSITION AS ON 31.03.2014
75.22% Shares of the Company's paid up equity share capital has been dematerialized up to March 31, 2014.
11. Address for correspondence
Company's Registrar & Transfer Agent: Link Intime India Private limited
C-13 Pannalal Silk Mills Compound 1st Floor, L.B.S. Marg, Bhandup (W), Mumbai - 400 078
By Order of the Board of Directors
For JAIPAN INDUSTRIES LIMITED
J. N. AGARWAL
(Chairman & Managing Director)
Place : Mumbai
Dated : 11th August, 2014