1. PHILOSOPHY ON CODE OF GOVERNANCE
The philosophy underlying Corporate Governance seeks to create a system of "Checks and balances" based on transparency, ensuring integrity, clarity and consistency in the dealings of the Company with all its stakeholders. Good Governance ensures that the best corporate practices are followed by a Company. Implementation of the good governance indicates not only compliance of the laws and regulations of the land but also indicates the values, practices and culture of the organization.
2. Board of Directors
i. The Board consists of 8 Directors. 1 is Managing Director, 1 is Joint Managing Director 6 are Non-Executive Directors. Out of 8 Directors, 5 Directors are independent Directors. Shri N.R.Damani Joint Managing Director resigned w.e.f 31.10.2014
The Board of Directors' responsibilities inter alia include review of:
* Strategy and business plans
* Annual operating and capital expenditure budget
* 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.
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 Stakeholders Relationship Committee. Four Board meetings were held during the period 1 st April 2014 to 31st March 2015. They were held on 28th May ,2014, 11th August, 2014, 31st October 2014, 4th February,2015
4. AUDIT COMMITTEE
The Audit Committee of the Board of Directors was formed by the Board on 30th July,2002 and Committee comprises of 3 members. The functions of the Committee are as specified in Clause 49 of the Listing Agreement entered with Stock Exchanges in which the Company's shares are listed. These include overseeing of Company's financial reporting process, recommending the appointment and removal of external auditors, reviewing the quarterly, half yearly and annual financial statement, financial management policies, adequacy of internal control system , internal audit function including discussing significant findings, reviewing reasons for default into payment and related parties transactions.
5. NOMINATION & REMUNERATION COMMITTEE
i. Brief description of terms of reference
Remuneration Committee was constituted on 25th October,2002 and it reviews and approves the annual salaries, performance commission, service agreements and other employment conditions for Managing/Executive directors
i. There were no materially significant related party transaction with the promoters, Directors, etc. that may have potential conflict with the interests of the Company at large. The details of the transaction with related parties are given in Clause No. 2.6 of the Notes forming part of the Accounts.
ii. There were no non-compliance by the Company & no penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter relating to the capital markets during the last three years.
iii. The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement .
9. CEO / CFO Certification.
The Joint Managing Director (CFO) furnished a certificate to the Board of Directors of the Company with respect to accuracy of financial statements and adequacy of internal control as required under Clause 49 of the Listing Agreement.
10. Means of Communication
i. The Company publishes Quarterly & Half Yearly results in the prescribed form within the prescribed time.
ii. The results were forthwith sent to the Stock Exchanges where shares are listed and also published in the Free Press Journal, Navshakti in Mumbai and Vishwa Samachar at Solapur.
iii. The Company has a website where results or official news are displayed.
iv. No presentations were made to Institutional Investors or analyst during the year.
v. Management discussion and analysis form part of the Annual Report.
11. GENERAL SHAREHOLDER INFORMATION
i. ANNUAL GENERAL MEETING
Date and Time : To be decided by Board
Venue : Fatehchand Damani Nagar, Station Road, Solapur-413001.
ii. Financial Year : 2014-2015
iii. Book Closure Date : To be decided by Board
iv. Dividend Payment Date : Not Applicable
v. Listing of Equity Shares on :The Stock Exchange, Mumbai
vi. Stock Code 502901 The Stock Exchange, Mumbai Demat ISIN Nos. in NSDL & CDSL for Equity Shares INE462D01018 Mumbai
ix. Registrar & Transfer Agents : Computech Sharecap Ltd.,
147, Mahatma Gandhi Road, 3rd Floor, Opp. Jehangir Art Gallary,Fort, Mumbai - 400 023. Telephone : 22635000-01-02-03
x. Share Transfer System :
Application for transfer of shares held in physical form are received at the office of Registrar & Share transfer agent of the Company. Presently, the share transfer instruments which are received in physical form are processed and the share certificates are returned within a period of 15 days from the date of receipt, subject to the documents being valid and complete in all respects. The Company has as per SEBI guidelines, also offered the facility of transfer of shares under dematerialization cum transfer. Under the system, after the share transfer is effected, an option letter is sent to the transferee indicating the details of the transferred shares and requesting him in case he wishes to dematerialize the shares, to approach Depository Participant (DP) with the option letter. The DP, based on the option letter, generates a Dematerialization request and sends the same to the Company along with the option letter issued by the Company. On receipt of the same, the Company dematerializes the shares. In case the transferee does not wish to dematerialize the shares, he need not exercise the option and the Company dispatches the shares certificate/s to the shareholder.
xiv. Financial Calendars (Provisional)
Quarter Release Date (Tentative and subject to change)
1st Quarter ending 30th June 31-07-2015
2nd Quarter ending 30th September 31-10-2015
3rd Quarter ending 31st December 30-01-2016
4th Quarter ending 31st March 27-05-2016
xv. There are no Outstanding GDRs/ADRs/Warrants or Convertible instruments.
xvi. Plant Location :Fatehchand Damani Nagar, Station Road, Solapur - 413 001.
xvii. Address for Communication :The Jamshri Ranjitsinghji Spg. & Wvg. Mills Co.Ltd. Fatehchand Damani Nagar Station Road, Solapur - 413 001.
NON MANDATORY REQUIREMENTS
Out of 5 Independent Directors 3 are holding office for more than 9 years.
Nomination & Remuneration Committee:
Details are given under the heading "Nomination & Remuneration Committee".
The financial results, after they are taken on record by the Board of Directors, are forthwith sent to Bombay Stock Exchange Ltd. The results, in the prescribed Proforma, are published in the following newspapers, viz., "Free Press Journal and Navshakti" in Mumbai and "Vishwa Samachar" at Solapur.
Therefore, the results were not separately circulated to all Shareholders.
Whistle Blower Policy
The Company has a whistle blower mechanism wherein the employees are free to report violation of laws, rules regulation or unethical conduct to their immediate Supervisor or such other person as may be notified by the Management to the workgroups. The confidentiality of those reporting violations shall be maintained and they shall not be subjected to any discriminatory practices.
Declaration by the Managing Director under Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct
As required by the amended clause 49 of the Listing Agreement the Board of Directors of the Company have adopted a code of conduct for all Board Members and Senior Management of the Company. The members of the Board of Directors and Senior Management of the Company have affirmed compliance of the said code during the period under review.
P. R. Damani
Chairman and Managing Director
PLACE : Mumbai