The Company firmly believes that Corporate Governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders, clients, good reputation of the Company and the unquestioned integrity of all personnel involved with the Company.
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company's philosophy on Corporate Governance envisages the attainment of highest levels of transparency, accountability and equity, in all facets of its operations and in all interactions with its stakeholders, including shareholders, employees, the government and lenders.
2. BOARD OF DIRECTORS
The Board of Directors along with its Committees provides leadership and vision to the management and supervises the functioning of the Company. In terms of the Company's Corporate Governance Policy, all statutory and other significant and material information are placed before Board to enable it to discharge its responsibilities of strategic supervision of the Company as trustees of stakeholders.
Note: None of the Director is a member of more than 10 committees or acting as Chairman of more than 5 committees across all companies in which he is a director. During the accounting year 2013-2014, Six (6) Board Meetings were held. The Annual General Meeting of the Company was held on September 30, 2013.
3. AUDIT COMMITTEE
The terms of reference of the Audit committee include the matters specified under Clause 49(II) (D) and (E) of the Listing Agreement as well as in Section 292A of the Companies Act, 1956. The terms of reference of the Audit Committee, inter alia, include the following:
a. Oversight of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
b. Reviewing with the management the financial statements at the end of the quarter, half year and the annual statements before submission to the Board for approval with reference to :
i. Matters required being included in the Director's responsibility statement which form part of the Board's Report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.
ii. Changes, if any, in the accounting policies and practices and reason for the same.
iii. Major accounting policies and practices and reason for the same.
iv. Significant adjustments made in the financial statements arising out of audit findings.
v. Compliance with the listing and other legal requirements relating to financial statements.
vi. Disclosure of any related party transactions.
vii. Qualifications, in the draft audit report.
c. Recommending the appointment and removal of external auditors, fixation of audit fees and also approval for payment of any other expenses.
The Audit Committee presently comprises of Mr. Vinodkumar Menat as Chairman, Mr. Sanjaybhai Salavi and Mr. Pavan Mahendra Vishwakarma as Member.
4. SHAREHOLDERS' / INVESTORS' GRIEVANCE COMMITTEE
a. The Committee looks into issues relating to shareholders / investors, including complaints relating to transfer / transmission of shares, issue of duplicate share certificates, non-receipt of annual report etc. and their redressal.
b. The Shareholders' / Investors' Grievance Committee presently comprises of three Members, namely :
a) Mr. Sanjaybhai Salavi - Chairman
b) Mr. Vinodkumar Menat - Member
c) Mr. Pavan Mahendra Vishwakarma - Member
c. Mr.Pravin Makwana is the Compliance Officer and acts as a Secretary to this Committee.
d. The Board has delegated power of approving transfer of shares to RTA.
e. During the year under review, no complaints were received from Shareholders / Investors.
a. No transaction of material nature has been entered into by the Company with its Directors or Management and their relatives, etc. that may have a potential conflict with the interest of the Company.
b. The Register of Contracts/ Statement of related party transactions is placed before the Board/ Audit Committee regularly.
c. The Company has implemented all the applicable mandatory requirement of Clause 49 of the Listing Agreement.
d. There has been no instance of non compliance by the Company of any matter related to capital markets. Hence, the question of penalties being imposed by SEBI or the Stock exchanges or any other authority does not arise.
e. Listing Fees for the financial year 2014-15 have been paid to the Stock Exchange on which the shares of the Company are listed.
f. The Clause 49 states that the non-mandatory requirement may be implemented as per the discretion of the Company. The disclosure of compliance with non-mandatory requirement and adoption (and compliance)/ non adoption of the non-mandatory requirement shall be need based.
7. MEANS OF COMMUNICATION
a. The financial results of the Company are faxed / sent to the Bombay Stock Exchange Limited on which the Company's shares are listed.
b. The result and official news are generally available on www.jayantltd.com
8. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report forms part of the Annual Report.
9. GENERAL SHAREHOLDER INFORMATION
a. Annual General Meeting
Date : September 30, 2014
Venue: Registered Office of the Company
b. Financial Calendar (tentative dates of declaration of Quarterly results)
1st Quarter : Within 45 Days from end of respective quarter.
2nd Quarter : Within 45 Days from end of respective quarter.
3rd Quarter : Within 45 Days from end of respective quarter.
4th Quarter : Within 60 Days from end of respective quarter.
c. Date of Book Closure: 27th September, 2014 to 30th September, 2014 (both days inclusive)
d. Dividend : No dividend is recommended for the financial year ended on 31st March, 2014.
e. Listing on Stock Exchange: The equity Shares of the Company is listed at the Bombay Stock Exchange Limited (BSE).
f. Stock Code (Equity Shares): 512129
g. ISIN No. for Dematerialization of Equity Shares: INE789G01025
i. Registrar and Transfer Agent
Sharex Dynamic India Pvt Ltd Unit 1, Luthra Ind Premises, Safed Pool, Andheri Kurla Road, Andheri (East),Mumbai, Maharashtra,400072. Tel: +91 22 28515606, Fax: +91 22 28512885 Email: firstname.lastname@example.org Web: www.sharexindia.com
j. Share Transfer System: Share Transfer in physical form are generally registered and returned within 15 days from the date of receipt in case if documents are complete in all respects.
l. Dematerialization of shares: 99.98% of the shares are held in DMAT Form. Company has DMAT connectivity with CDSL & NSDL.
n. Address for communication:
The Investors can send all correspondence to the Registered Office of the Company at the following address : B-135, First Floor, Rolex Shopping Centre, Station Road, Goregaon (West), Mumbai 400062 Maharashtra
10. COMPLIANCE CERTIFICATE BY AUDITORS
The Company has obtained a certificate from the Statutory Auditors regarding compliances of conditions of Corporate Governance which is annexed herewith
11. CODE OF CONDUCT
The Company's Board of Directors has adopted the code of conduct which governs the conduct of all Directors / Employees. All Directors and senior management personnel have affirmed compliance with respective codes for the year ended on March 31, 2014. The Declaration by Board of Directors to this effect is reproduced below.
12. CEO/CFO CERTIFICATION
A certificate signed by Mr. Sanjaybhai Salavi, Director is attached with this report.
It is hereby declared that all the Board Members and Senior Managerial Personnel have affirmed compliance of code of conduct, pursuant to Corporate Governance, for the year ended 31st March 2014.
For and on Behalf of the Board of Directors of
Jayant Mercantile Co. Limited
Date: September 02, 2014