(As required by Clause 49 of the Listing Agreement of the Stock Exchanges)
1.COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE
The Company recognizes the importance of good Corporate Governance, which is a tool for building a strong and everlasting beneficial relationship with the customers, suppliers, bankers and more importantly with the investors.
The Company believes that its key decisions must serve the underlying goals of enhancing shareholders' value over a sustained period of time, and achieving the definite and measurable performance targets. In line with JUL's vision and long-term business objectives, all major corporate decisions are taken by the Company's professional Board in conjunction with a competent management team, keeping in view the best interest of all its stakeholders.
The Board recognizes the importance of two-way communication with shareholders and giving a timely and balanced report of progress made by the Company. Company's website (http://jpmgroup.co.in/Jay_Ushin_ Ltd.html) has information for all stakeholders. Shareholders seeking information related to their shareholding may contact the Company directly or through Company's Registrars and Transfer Agents. Company ensures that complaints and suggestions of its shareholders are responded to in a timely manner.
3.BOARD OF DIRECTORS
The Board consists ofthe Executive Chairman, Managing Director, two Non-executive directors and four NonExecutive Independent Directors.
During the year, four Board Meetings were held on May 30, 2014, August 5, 2014, November 7, 2014, and February 14, 2015. The composition of the Board of Directors and their attendance at the Board Meetings during the year and at the last Annual General Meeting as also the number of other Directorships and Committee Membership as on March 31,2015 is as follows:
4.DISCLOSURE REGARDING APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
The brief background and functional experience of Mr. J.P. Minda are as under:
The Company was promoted by Mr. J.P. Minda in the year 1986 and associated with the Company since incorporation as first Director and Chairman. Mr. J.P. Minda is B.E. (Electrical) from BITS, Pilani and has more than 58 years of experience in manufacturing and marketing of automotive components. He looks after overall management of the Company. He holds 2,62,533 Equity Shares in the Company as on March 31,2015. Mr. Minda will retires by rotation at the Ensuing Annual General Meeting and being eligible, offers himself for reappointment.
The Company has complied with the provisions related to Independent Directors as per Clause 49 ofthe Listing Agreement and according to the Provisions of section 149(6) Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) ofthe Companies Act, 2013.
SELECTION OF INDEPENDENT DIRECTORS
Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons. The Board considers the Committee's recommendation, and takes appropriate decision. The independent directors ofthe Company do not hold any equity shares ofthe Company.
TRAINING OF INDEPENDENT DIRECTORS
Whenever new Non-executive and Independent Directors are inducted in the Board they are introduced to Company's culture through appropriate orientation session and they are also introduced to organization structure, business, constitution, board procedures, our major risks and management strategy. The terms and conditions of appointment of Independent Directors has been placed on the Company's website at link i.e http://jpmgroup.co.in/pdf/cg/id.pdf
PERFORMANCE EVALUATION OF NON-EXECUTIVE AND INDEPENDENT DIRECTORS
The Board evaluates the performance of Non-executive and Independent Directors every year. All the Nonexecutive and Independent Directors are eminent personalities having wide experience in the field of business, industry and administration. Their presence on the Board is advantageous and fruitful in taking business decisions.
INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors met on March 26,2015, inter alia, to discuss:
i).Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;
ii).Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.
iii).Evaluation of the quality, content and time lines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the independent Directors were present at the meeting.
The Audit Committee has been constituted as per relevant provisions ofthe Companies Act and the guidelines set out in the Listing Agreement with Stock Exchange. As on March 31, 2015, the entire Audit Committee comprises of all Independent Directors viz. Mr. Bharat Bhushan Chadha, Mr. Shiv Raj Singh and Mr. Ashok Panjwani.
The role and terms of reference of the Audit Committee covers the area as mentioned in the Listing Agreement and the Companies Act, 2013. The Audit Committee assures to the Board the adherence of adequate internal control and financial disclosures and other acts conforming to the requirements of Listing Agreement with the Stock Exchanges.
The Quarterly Financial Statements ofthe Company are reviewed by the Committee before submission to the Board for approval as well as Committee regularly reviews related party transactions, internal audit reports, appointment / removal/ terms of remuneration of Auditors, management letters issued by the statutory auditors, management discussion and analysis of financial condition and results of operations apart from other items of financial management and Company's business. Chairman of Audit Committee was present in the last Annual General Meeting.
The Company has engaged firm of Chartered Accountant to conduct internal audit aimed at promoting efficient and effective operations while emphasizing the compliance of policies, applicable laws & regulations to achieve business objectives including performance and profitability goals and safeguarding of resources. The Internal Auditors has presented quarterly Internal Audit Reports to the Audit Committee during the financial year 2014-15.
7. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and remuneration committee consists of 3 independent directors' viz. Mr. Ashok Panjwani, Mr.Shiv Raj Singh and Mr. Bharat Bhushan Chadha.
The committee recommends the appointment and the remuneration for Executive Directors, and sitting fee for Non-executive directors within the limits prescribed under Companies Act, 2013.
The details of remuneration paid to Executive Directors and sitting fee paid to non-executive independent directors for attending the meetings ofthe Board and Committees thereof during the year are as under:
8.STAKEHOLDERS RELATIONSHIP COMMITTEES
The Stakeholders Relationship Committee consists of two independent Directors viz. Mr. Shiv Raj Singh (Chairman) & Mr. Bharat Bhushan Chadha (Member). The Committee looks into the redressal of shareholders and Investors complaints such as transfer of shares, non- receipt of balance sheet, non-receipt of declared dividend, etc.
Mr. Suresh Kr. Vijayvergia, Vice President (Finance) is Compliance officer of the Company. During the year under review, the Company has not received any complaint from the shareholders.
The Board has also constituted a Share Transfer Committee consisting of two executive directors viz. Mr. J.P. Minda & Mr. Ashwani Minda and Mr. Suresh Kr. Vijayvergia, Vice President (Finance). The committee has delegated the power to the registrar who looks after transfer of equity shares including dematerialization, issue of duplicate share certificates, transmission of shares, etc.. No Meeting of the stakeholders relationship committees held during the year.
9.CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)
Terms of Corporate Social Responsibility (CSR) Committee are as per the provisions of Section 135 of The Companies Act, 2013 and listing agreement with Stock Exchanges which inter alia include formulation and recommendation to the Board, a Corporate Social Responsibility (CSR) Policy and recommendation on the amount of expenditure to be incurred on the various CSR activities and monitoring of the CSR Policy of the company.
The CSR Committee consists of 3 directors' viz. Mr. Ashwani Minda (Chairman), Mr. Ashok Panjwani and Mrs. Vandana Minda (Members). MEETING AND ATTENDANCE
The committee met three times during the year on November 7, 2014, November 25, 2014 and February 14, 2015 and was attended by members as under:
i. During the year under review, besides the transactions reported in the Annual Report, there were no other related party transactions with its promoters, directors and management which are in a potential conflict with the interest of the Company at large.
ii. The company has laid down the procedure to inform Board members about the risk assessment and minimization procedures. These procedures are being periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.
Iii .The Company has complied with various rules and regulations prescribed by Stock Exchanges, Securities and Exchange Board of India and other statutory authorities relating to the capital markets during the last three years.
Iv .The Company has established a Whistle Blower Policy/ Whistle Blower Mechanism and formulated a policy for the same and no personnel has been denied access to the audit Committee.
V .The Board of Directors of the Company has adopted the Code of Conduct for Directors and Senior Management and the same is posted on the website of the Company.
Vi .The board has obtained certificates/disclosures from key management personnel confirming that they do not have any material, financial and commercial interest in the transactions with the Company that may have a potential conflict with the interest of the Company at large. This disclosure has also been made for all relations of the first degree by the management to the board.
vii. The financial statements have been made in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) so as to represent a true and fair view of the state of affairs of the Company. However, the observations of the Auditors in their report for the financial year 2014-15 has been suitably responded to by the board in its report.
Viii .All mandatory requirements as per clause 49 of the listing Agreement have been complied with by the Company.
Ix .In terms of Clause 49(V) of the listing Agreements, the Managing Director and the Vice President (Finance) made a certification to the Board of Directors in prescribed format for the year under review, which has been reviewed by the Audit Committee and taken on record by the Board.
Mr. Ashwani Minda, Managing Director and Mr. Suresh K. Vijayvergia, Chief Financial Officer have certified to the Board that:
(a)They have reviewed financial statements and the cash flow statement for the year ended March 31, 2015 and that to the best of their knowledge and belief:
(i)these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
(ii)these statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
(b)There are, to the best of their knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company's code of conduct.
(c)They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.
(d) They have indicated to the Auditors and the Audit committee
(i)significant changes in internal control overfinancial reporting during the year;
(ii)significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
(iii)instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting.
The above certificate was placed before the board meeting on May 28,2015.
14.MEANS OF COMMUNICATION
Quarterly results were published in the newspaper i.e., The Financial Express in English and Jansatta in Hindi. The relevant information ofthe Company is also displayed on its website www.jpmgroup.co.in. The Company is regularly filling all required reports/information/results/disclosures etc with BSE.
15.GENERAL SHAREHOLDER'S INFORMATION
i.DATE, TIME AND VENUE OF THE Wednesday, September30,2015,12.15 P.M. ANNUAL GENERAL MEETINGSATVIK by Chhabra Farms, G-1, Pushpanjali Farms, Dwarka Link Road, Bijwasan, New Delhi-110037
ii.FINANCIAL CALENDAR (FY 2015-16) (TENTATIVE AND SUBJECT TO CHANGE)
Financial year: April 1 to March 31
First Quarter Results: By Mid of August, 2015
Second Quarter results : By Mid of November, 2015
Third Quarter results: By Mid of February, 2016
Fourth Quarter results: By End of May, 2016.
Iii DATE OF BOOK CLOSURE: Thursday, September 24, 2015to Wednesday, September 30, 2015 (both days inclusive)
iv.DIVIDEND PAYMENT DATE: Amount of dividend will be deposited in the bank within 5 days and paid within 30 days from the date of AGM.
v. LISTING ON STOCK EXCHANGES
The equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the annual listing fee for the year 2015-16 has been paid.
Bombay Stock Exchange Ltd. (BSE) : 513252
viii.SHARE TRANSFER SYSTEM
The Company's shares are traded on Bombay Stock Exchange Limited, Mumbai in demat mode. Shares in physical mode, which are lodged for transfer either with the company or with the Share Transfer Agent, are processed and subject to exercise of option under compulsory transfer cum-demat-procedure, share certificates are either dematted or returned within time as prescribed by the authorities. As regard transfer of dematerialized shares, the same can be effected through the demat accounts of the transferor/s and transferee/s maintained with recognized Depository participants.
Ix .RECONCILIATION OF SHARE CAPITAL AUDIT
The reconciliation of Share Capital Audit is conducted by a Chartered Accountant in practice to reconcile the total admitted capital with NSDL & CDSL ('Depositories') and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate of total number of shares in physical form and dematerialized form (held with depositories) and that the requests for dematerialization of shares are processed by R&T agent with in stipulated time and uploaded with the concerned depositories.
x.TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under report the Company has credited Rs. 0.74 Lacs lying towards the unpaid/unclaimed dividend pertaining to financial year 2006-07 to the Investor Education and Protection Fund under the Act.
xiii. DEMATERIALIZATION OF SHARES AND LIQUIDITY
As on March 31, 2015, 29.30% of the Company's total paid-up equity share capital was held in dematerialized form and the balance was held in physical form. Shares of the Company are actively traded on Bombay Stock Exchange Limited, Mumbai and hence have good liquidity.
xiv. OUTSTANDING GDR'S/ADR'S: Not issued
xv. MCA'S GREEN INITIATIVE FOR PAPERLESS COMMUNICATIONS
Ministry of Corporate Affairs ("MCA") has recently taken a "Green Initiative in Corporate Governance" by allowing paperless compliances by the companies. We therefore propose to send all the communications, including Annual Reports, Half-yearly communications etc. henceforth to shareholders in Electronic Form at the e-mail address provided by them and made available to us by the depositories from time to time. Kindly register your e-mail address with RCMC Share Registry Private Limited, our Share Transfer Agent. If your email address is already registered please ignore the above instruction. We wish to inform you that in addition to getting the documents through your registered email, you can also have access to the documents through our company website, www.jpmgroup.co.in. We solicit your whole-hearted co-operation in helping the Company to implement the e-governance initiatives ofthe Government in the interest of environment.
As a step towards implementation of above Green initiative, the members who have already registered their email addresses with the registrar and share transfer agent are being sent a copy of the Annual report through email only. However, if any such member so desires, may request for a physical copy.
xvi. FACTORY LOCATIONS
1.GP-14, HSIIDC Industrial Estate, Sector-18, Gurgaon-122001, Haryana
2.Plot No.4, Sector 3, IMT-Manesar, Distt. Gurgaon-122050, Haryana
3.Khasra No.39/14, 15/1, 17/1, Village & Post Mohammadpur, Jharsa, Gurgaon-122004, Haryana
4.D-1(2), Sipcot Industrial Park, Irungulam Village, Sriperumbudur-602105, Tamilnadu
5.Plot No.67-69 & 70 (part), Narasapura Industrial area, District-Kolar-563113, Karnataka
6.Plot No. 693/P2 FF, Nilkanth Industrial Park, Nilkanth Mahadev Road, B/H. Dediyasan GIDC, Mehsana-384002 (Gujarat)
xvii.REGISTRAR AND SHARE TRANSFER AGENTS/ADDRESS FOR CORRESPONDENCE
RCMC Share Registry Pvt. Ltd.
B-25/1, First Floor, Okhla Industrial Area Phase II, New Delhi - 110020 Phone: (011)- 26387320, 26387321, 26387323 Fax : 011 - 26387322 E-mail: email@example.com
Members may write for any queries/information to the Compliance Officer, Jay Ushin Limited, GP-14, HSIIDC Industrial Estate, Sector-18, Gurgaon, Haryana -122001 or any query can be sent by e-mail to firstname.lastname@example.org email@example.com. NON-MANDATORY REQUIREMENT OF CLAUSE 49
The Company has not adopted the non-mandatory requirements as mentioned under Clause 49 of the Listing Agreement to the extent applicable.