CORPORATE GOVERNANCE REPORT
This brief report on matters required to be stated on Corporate Governance pursuant to Clause 49 of the Listing Agreements is as under:
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE: The concept of our Company, of Corporate Governance hinges on total transparency, integrity and accountability of the management team. The main goal of Corporate Governance is maximization of shareholder's value and protection of the interests of all the stakeholders. It includes the policies and procedures adopted by the Company in achieving its objective in relation to its shareholders, employees, customers, suppliers, regulatory authorities and societies at large.
The Company has ensured that the Directors of the Company are subject to their duties, obligations and responsibilities to the best interest of the Company, to give direction and remain accountable to their shareholders and other beneficiaries for their actions. The responsibilities of the Board includes setting out the Company's strategic aims, providing the leadership to put them into effect, supervision of the management of the business and reporting to the shareholders on their stewardship.
It is a recognized philosophy of the Company that effective and good Corporate Governance is a must, not only in order to gain credibility and trust, but also as a part of strategic management for the survival, consolidation and growth.
2. BOARD OF DIRECTORS
2.1) The Board of Directors of the Company comprises of 5 Directors. During the Financial year 2014-2015, the Board met 6 times on the following dates namely 29th May, 2014, 16th July, 2014, 26th July,2014, 14th August, 2014, 14th November, 2014 and 12th February, 2015. There was no time gap of more than four months between any two Meetings of the Board of Directors.
The name and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the 29th Annual General Meeting held on 26 July, 2014, as also the number of Directorships and Committee Memberships held by them in other Public and private Companies are given below:
3. BOARD COMMITTEES:
The requirement that a Director shall not be a member of more than 10 committees and Chairman of more than 5 committees has been complied with while constituting the Committees of Directors
3.1) Audit Committee:
The Board of Directors of the Company has duly constituted an Audit Committee. The Audit Committee comprises of Shri Kailash Nath Bhandari, Shri Farindra Bihari Rai, Chairman & Shri Kulwinder Kumar Nayyar as the members of the Committee.
Further During the year the Audit Committee has Re-constituted due to Resignation of Shri Kailash Nath Bhandari and Shri Deepak Mathur have been elected as new member of the committee in place of Shri Kailash Nath Bhandari..
Further During the year the Audit Committee has Re-constituted due to Resignation of Shri Farindra Bihari Rai and Shri Kulwinder Kumar Nayyar and Shri Pravin Kumar Parekh and Shri Jaiprakash Atmaram Mishra have been elected as new member of the committee in place of Shri Farindra Bihari Rai and Shri Kulwinder Kumar Nayyar.
HIGHLIGHTS OF DUTIES, RESPONSIBILITIES AND ACTIVITIES
a. Overview of the company's financial reporting process and the disclosure of its financial information.
b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.
c. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
d. Reviewing with management the annual financial statements before submission to the board, focusing primarily on (i) any changes in accounting policies and practices (ii) major accounting entries based on exercise of judgment by management (iii) qualifications in draft audit report (iv) significant adjustments arising out of audit (v) the going concern assumption (vi) compliance with accounting standards (vii) compliance with stock exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large.
e. Reviewing with the Management, the quarterly financial statements before submission to the Board for approval.
f. Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
g. Reviewing with the management, external and internal auditors, the adequacy of internal control systems.
h. Reviewing the adequacy of internal audit functions.
i. Discussion with internal auditors any significant findings and follow up there on.
j. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
k. Discussion with external auditors before the audits commences nature and scope of audit as well as has post-audit discussion to ascertain any area of concern.
l. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
m. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
n. In accordance with the requirements of the Listing Agreement, the Company has formulated policies on related party transactions and material subsidiaries. The policies, including the Whistleblower Policy, are available on our website,<http://> www.jaybharat.org/investors/corporate governance/Pages/policies.aspx.
3.3) Stakeholder relationship Committee:
The Committee comprises of Mr. Pravin Kumar Parekh as the Chairman, Mr. Jaiprakash Mishra and Mr. Deepak Mathur, as the Members of the Committee.
Mr. Pravin Kumar Parekh ... Chairman
Mr. Jaiprakash Mishra ... Member
Mr. Deepak Mathur ... Member
Further During the year the Stakeholder relationship Committee has Re-constituted due to Resignation of Shri Farindra Bihari Rai and Shri Kulwinder Kumar Nayyar and Shri Pravin Kumar Parekh and Shri Jaiprakash Atmaram Mishra have been elected as new member of the committee in place of Shri Farindra Bihari Rai and Shri Kulwinder Kumar Nayyar.
The Committee, inter alia, looks into redressing of shareholders'/investors' complaints like transfer of shares, non-receipt of balance sheet, non-receipt of dividend, etc. The Committee oversees the performance of the Company and recommends measures for overall improvement of the quality of investor services.
3.4) Management and Finance Committee:
The Board of Directors of the Company has constituted Management and Finance Committee in their meeting held on 23rd July, 2011. The Committee is formed to take the decisions and to pass the necessary Resolutions on the day-to-day matters of the Company, on behalf of the Board of Directors. The Management and Finance Committee comprises of Shri Deepak Mathur as the Chairman, Shri Kulwinder Kumar Nayyar and Shri Farindra Bihari Rai as the members of the Committee and during the year the management and Finance Committee has been one time Reconstitute composition of Shri Rajiv Gupta as the Chairman, Shri Deepak Mathur and Ms. Neha Patil as the Member of the Committee
3.5) Nomination and Remuneration Committee
Further During the year the Nomination and Remuneration Committee has Re-constituted due to Resignation of Shri Farindra Bihari Rai and Shri Kulwinder Kumar Nayyar and Shri Pravin Kumar Parekh and Shri Jaiprakash Atmaram Mishra has elected as new member of the committee in place of Shri Farindra Bihari Rai and Shri Kulwinder Kumar Nayyar..
• The committee oversees and administers executive compensation, operating under a written charter adopted by our Board of Directors
• The committee has designed and continuously reviews the compensation program for our CEO and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals.
• The committee also structures senior executive compensation to ensure that it is competitive in the global markets in which we operate in order to attract and retain the best talent. In future, the committee plans to use a combination of stock options, restricted stock units and performance-based stocks to align senior employee compensation with shareholder value.
• The committee has the right to directly retain independent advisors to assist it. In 2015, the committee has retained an independent compensation consultant to benchmark CEO compensation. To ensure independence, the consultant is retained directly by the committee and does not provide any other service to the Company or its management.
• The nomination and remuneration committee has framed the nomination and remuneration policy.
3.6) Risk and Management Committee
The Committee comprises of Ms. Neha Patil as the Chairperson, Mr. Rajiv Kumar Gupta and Mr. Deepak Mathur , as the Members of the Committee.
Ms. Neha Patil . Chairperson
Mr. Rajiv Kumar Gupta . Member
Mr. Deepak Mathur . Member
• The purpose of the committee is to assist the Board in fulfilling its corporate governance with regard to the identification, evaluation and mitigation of operational, strategic and environmental risks efficiently.
• The Company has developed and implemented a risk management framework that includes identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.
• The details of the risk management framework form part of this Annual Report.
Your Company monitors performance of subsidiary companies (list of subsidiary companies has been provided in the financial statements), inter-alia, by the following means:
a) The Company has material unlisted Indian subsidiary, and hence, The Company has appointed an Independent Director of the Company on the Board of subsidiary.
b) The Audit Committee reviews the financial statements, in particular, the investments made by the unlisted subsidiary company.
c) The minutes of the Board Meetings of the unlisted subsidiary companies were placed at the Board Meeting of the Company.
d) Your Company formulated a Policy on Material Subsidiary as required under Clause 49(V)(D) and the policy is hosted on the website of the Company under the web link <http://www.jaybharat.org/companies-act-2013-compliance>.
i) Related Party Transactions
There are no materially significant related party transactions of the Company which have potential conflict with the interests of the Company at large. The Company has formulated a Related Party Transactions Policy and the same is displayed on the Company's website.
ii) Disclosure of Accounting Treatment
Your Company has not adopted any alternative accounting treatment prescribed differently from the Accounting Standards and has followed the Accounting Standards laid down by The Companies (Accounting Standards) Rules,2006 in the preparation of its financial statements.
iii) Remuneration to Directors
Criteria for making payments to Non-Executive Directors (including Independent Directors)
The Non-executive Directors (including Independent Directors) of the Company are paid remuneration by way of profit related Commission based on the criteria laid down by the Nomination and Remuneration Committee and the Board
- Performance of the Company.
- Members' attendance, position held in the Committee(s); and
- Time spent.
None of the Non-Executive Directors of the Company hold any shares and convertible instruments of the Company
Management Discussion and Analysis Report comprising of all information as prescribed under Clause 49 (VIII)(D) of the Listing Agreement is attached to the Directors' Report. Disclosures have been made by the Senior Management relating to all material, financial and commercial transactions with personal interests, if any. Based on the declarations made, no transaction was in conflict with the interest of the Company.
6. MEANS OF COMMUNICATION:
(a) The Company has published its Notice of the Board Meetings, Notice of the Annual General Meeting and Book Closure, Quarterly Financial Results, Half yearly Statement of Assets and Liabilities in the following newspapers: Free Press Journal - English; Loksatta-Jansatta-Gujarati.
(b) Management Discussion and Analysis forms integral part of this Annual Report. All matters pertaining to industry structure and developments, opportunities and threats, outlook, risks and concerns, etc., are discussed in the said report.
7. GENERAL SHAREHOLDER INFORMATION
7.1) Annual General Meeting:
Annual General Meeting:
Date and time : Saturday 12th September, 2015 at 2:00 p.m.
Venue : Village Savlav N.H.No.8, Taluka Pardi Near Vapi, Valsad - 396191
7.2) Financial Year : 1st April to 31st March
Financial Calendar 2015-2016 Annual General Meeting- (Next year)
(Tentative) : September, 2016
Results for the Quarter ending June 30, 2015 : First week of August, 2015
Results for the Quarter/Half year ending September 30, 2015 : Second week of November, 2015
Results for the Quarter ending December 31, 2015 : Second week of February, 2016
Results for the year ending 31, March, 2016 : Last week of May, 2016
7.3) Book Closure Date : 06th September, 2015 to 12th September, 2015 (Both days inclusive)
7.4) Dividend Payment Date : N. A.
7.5) (a) Listing of Equity Shares : BSE Limited.
(b) ISIN Numbers : Equity Shares: INE091e01039
(Note: Annual listing fees for the year 2015-2016 have been duly paid to the BSE Limited.)
7.6) Stock Code : 512233 (Bombay Stock Exchange)
7.8) Performance in comparison to broad–based indices such as BSE Sensex, CRISIL index, etc.
The shares of the Company are listed at Bombay Stock Exchange Ltd., the Stock Market Details of which has been given as above.
7.9) Registrar & Transfer Agent : Universal Capital Securities Private Limited 21, Shakil Nivas, Opp. Satya Sai Baba Temple, Mahakali Caves Road, Andheri (East), Mumbai – 400093. Email: email@example.com
7.10) Share Transfer System : The shares of the Company, being in the compulsory dematlist, are transferable through the depository system. All transfers received are processed and approved by the Share Transfer Committee, which normally meets twice a month. Shares under objection are returned within two weeks.
7.12) a) Dematerialization of Shares : Approximately 36.66% of the shares issued by the Company has been dematerialized up to 31st March 2015.
b) Liquidity : The Company’s shares are listed on The Stock Exchange Mumbai (BSE)
7.13) Outstanding GDRs/ADRs/Warrants or any other Convertible Instruments, conversion date and likely impact on Equity : No such Instrument outstanding
7.14) Plant Location : Pulgaon, Maharashtra
7.15) (a) Address for Investor Correspondence
For transfer / dematerialization of : shares payment of dividend on shares, interest and redemption of debentures and any other query relating to the shares and debentures of the Company.
Universal Capital Securities Private Limited 21, Shakil Nivas, Opp. Satya Sai Baba Temple, Mahakali Caves Road, Andheri East), Mumbai – 400 093. Email: firstname.lastname@example.org
Note: Shareholders holding shares in electronic mode should address their correspondence relating to Demat Account to their respective Depository Participants.
(b) Any query on Annual Report : Village Salvav, Taluka Pardi, Near Vapi, Gujarat - 396191