REPORT ON CORPORATE GOVERNANCE
A Report on Compliances with the principal of Corporate Governance as prescribed by the Securities and Exchange Board of India (SEBI) in Chapter IV read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "LODR Regulations") is given below:
1. Company's philosophy on Code of Governance
Corporate Governance, at Jaykay Enterprises Limited ('JKEL'), is taken in its real spirit and hence implemented in widest ambit possible. The Company's philosophy and endeavor has always been on the cultivation and follow-up of best corporate procedures and practices, which result into enhancement of the long term economic value of not only the Company but also its stakeholders and the society at large.
Corporate Governance is not merely compliance and not simply creating checks and balances, it is an ongoing measure of superior delivery of Company's objects with a view to translate opportunities into reality.
Your Company continues to follow procedures, practices in conformity with the Code of Corporate Governance as outlined in the LODR Regulations.
JKEL's Governance structure broadly comprises the Board of Directors and the Committees of the Board at the apex level and the Management structure at the operational level. This layered structure brings about a harmonious blend in governance as the Board sets the overall corporate objectives and gives direction and freedom to the Management to achieve these corporate objectives within a given framework, thereby bringing about an enabling environment for value creation through sustainable profitable growth. Board of Directors
The JKEL Board plays a pivotal role in ensuring that the Company runs on sound business principals and that its resources are utilized for creating sustainable growth and societal wealth. The Board operates within the framework of a well-defined responsibility matrix which enables it to discharge its fiduciary duties of safeguarding the interest of the Company, ensuring fairness in the decision making process, integrity and transparency in the Company's dealing with its Members and other stakeholders. Committee of Directors
With a view to have a more focused attention on various facets of business and for better accountability, the Board has constituted the following committees viz. Audit Committee, Stakeholders' Relationship Committee and Nomination and Remuneration Committee. Each of these Committees has been mandated to operate within a given framework.
2. Board of Directors
a. Composition / Category
The present strength of the Board of Directors is 6 (Six). The composition of the Board is as follows:
- One Non-Executive, Non- Independent Director.
- One Executive, Non-Independent Director.
- Four Non-Executive, Independent Directors.
(b) Attendance of each Director at the Board Meetings and at the last Annual General Meeting
During the financial year ended 31st March, 2016, 4 (four) Meetings of the Board of Directors were held on the following dates:-
a) 26th May, 2015
b) 10th August, 2015
c) 28th October, 2015
d) 10th February, 2016
c. Non-Executive Directors'-Compensation and disclosures
Only sitting fees has been paid to the Non-Executive Independent and Non-Executive Non-Independent Directors for attending Board/Committee meetings. No transaction has been made with Non-Executive and Independent Directors vis-a-vis your Company.
d. Independent Directors
The Company has complied with the definition of Independence as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ('LODR Regulations') and according to the Provisions of Section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to Section 149 (7) of the Companies Act, 2013.
(i) Training of Independent Directors :
Whenever new Non-Executive and Independent Directors are inducted in the Board they are introduced to our Company's culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, board procedures, our major risks and management strategy. The Board evaluates the performance of Non-Executive and Independent Directors every year. All the Non-Executive 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.
(ii) Separate Meeting of the Independent Directors :
The Independent Directors held a Meeting on 9th February, 2016, without the attendance of Non-Independent Directors and members of Management. All the Independent Directors, except Shri Ravindra Kumar Tandon, were present at the meeting. The following issues were discussed in detail:
a) Reviewed the performance of non-independent directors and the Board as a whole;
b) Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors;
c) Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
3. Audit Committee
(i) Broad Terms of Reference
The Audit Committee reviews the matters falling in its terms of reference and addresses larger issues and examines those facts that could be of vital concerns to the Company. The terms of reference of the Audit Committee constituted by the Board in terms of Section 177 of the Companies Act, 2013 and the LODR Regulations, which broadly includes matters pertaining to adequacy of internal control systems, review of financial reporting process, discussion of financial results, interaction with auditors, appointment and remuneration of auditors, adequacy of disclosures and other relevant matters.
Q Composition of the Committee and Broad Terms of Reference
The Audit Committee of the Company comprises of following three Directors: -
1. Dr. Krishna Behari Agarwal (Chairman) Independent, Non Executive Director
2. Shri Ravindra Kumar Tandon Independent, Non Executive Director
3. Shri Kedar Nath Mehrotra Independent, Non Executive Director
4. Shri Ashok Gupta Non-Independent, Executive
Shri Prabhat Kumar Mishra, Company Secretary acts as Secretary of the Committee. All these Directors possess knowledge of Corporate Finance/ Accounts / Company Law/ Industry. Shri Chandra Prakash Agarwal, CFO of the Company regularly attends the meetings. The Statutory Auditors of the Company attend the meetings as Invitee. The terms of reference of Audit Committee cover the matters specified for Audit Committee under clause 49 of the Listing Agreement as well as in Section 177 of the Companies Act, 2013 read with Rules made thereunder.
During the financial year ended 31st March, 2016, 4 (Four) meetings were held on:
a) 26th May, 2015
b) 10th August, 2015
c) 28th October, 2015
d) 10th February, 2016
4. Nomination & Remuneration Committee
(a) Broad Terms of Reference
Broad terms of reference of the Nomination & Remuneration Committee are to review and decide the policy on specific remuneration package of Key Managerial Personnel i.e. Managing Director, Chief Financial Officer & Company Secretary of the Company.
The Nomination & Remuneration Committee of the Company comprises of following three Directors: -
1. Dr. Krishna Behari Agarwal : Independent, Non-Executive Director (Chairman)
2. Shri Ravindra Kumar Tandon : Independent, Non-Executive Director
3. Shri Anil Kumar Dalmia : Independent, Non-Executive Director Shri Prabhat Kumar Mishra, Company Secretary acts as Secretary of the Committee.
(c) Meetings and Attendance :
During the financial year ended 31st March, 2016, 1 (One) meeting was held on 26th May, 2015
(d) Remuneration Policy
Remuneration policy of the Company is directed towards rewarding performance, based on review of achievements. The Non-Executive Directors are paid only sitting fees for meetings of the Board or any Committee thereof attended by them.
5. Stakeholders' Relationship Committee - Mandatory Committee : (a) The terms of reference
The Committee has been formed to specifically look into the redressal of grievances of shareholders and other stakeholders. This Committee shall consider and resolve the grievances of the shareholders/stakeholders of the Company including complaints related to transfer of shares, non-receipt of balance sheet, dematerialization of shares / debentures / other securities and all matters incidental or related thereto.
The Stakeholders' Relationship Committee of the Company comprises of following Directors: -
Dr. Krishna Behari Agarwal (Chairman) : Independent, Non-Executive Director Shri Anil Kumar Dalmia : Independent, Non-Executive Director
Smt. Vidhi Nidhipati Singhania : Non-Executive, Non-Independent
Shri Prabhat Kumar Mishra, Company Secretary acts as Secretary of the Committee.
The The Committee specifically looks into redressal of shareholders' and investors' complaints such as transfer of shares, non-receipts of shares, annual reports and to ensure expeditious share transfer process and to review the status of investors' grievances, redressal mechanism and recommend measures to improve the level of investors' services. The Company received 13 complaints during the F.Y. 2015-16, and all the 13 complaints were redressed. No investor grievance has remained unattended/ pending for more than thirty days. Investor's complaints received through SEBI are redressed at www.scores.gov.in. However, six requests for dematerialization involving 472 equity shares and one request for rematerialization involving 4 equity shares of the Company remained to be attended as at 31.03.2016 was attended/ disposed of after 31.03.16 but within stipulated period of 30 days.
During the financial year ended 31st March, 2016, 4 (four) meetings were held on:
a) 25th May, 2015
b) 08th August, 2015
c) 28th October, 2015
d) 10th February, 2016
6. Risk Management Committee
The Company had constituted the Risk Management Committee ('the Committee') in the Board Meeting held on 1.9.2014 and formulated Risk Management Policy in its meeting held on 12.11.2014.
The Committee had been constituted in compliance of provisions of the Clause 49 of the erstwhile Listing Agreement (effective from 1.10.14). The Securities & Exchange Board of India ('SEBI') vide Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated September, 02, 2015 published/notified SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulation') which became effective from 1.12.2015. In Regulation 21(5) of the Listing Regulation, it is stipulated that effective from 1.12.15 the provisions of Risk Management Committee shall be applicable only to Top 100 Listed Companies to be determined on the basis of market capitalization at the end of the financial year and our Company does not fall in the abovementioned criteria.
The Company had dissolved the Risk Management Committee w.e.f. 1.12.15 in tune with SEBI notification dated 2.9.15 and decided that the matters related to Risk Management shall continue be discussed in the Audit Committees as and when required.
7. MD/CFO Certification :
The Managing Director and the CFO have certified to the Board, interalia the accuracy of financial statements and adequacy of Internal Controls for the financial reporting purpose as required under LODR Regulations, for the year ended 31.03.2016.
8. Disclosures :
i. Related Party Transactions
There were no significant transactions of material nature with the related parties viz. Promoters, Directors or the Management or their subsidiaries or relatives during the year that have potential conflict with the interest of the Company. Suitable disclosures as required by the Accounting Standard (AS-18) have been made in the Annual Report. A statement in summary form of transactions with related parties in the ordinary course of business and arm's length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval. As required the LODR Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The Policy is available on the website of the Company (Weblink:<http://www.jaykayenterprises.com>).
There is no pecuniary relationship or transaction of non-executive director vis-a-vis the Company that have potential conflict with the interest of the Company at large.
ii. Details of non-compliance by the Company, penalties, etc.
No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
iii. Whistle Blower Policy
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and the LODR Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism for Directors and employees to report to the management about the unethical behavior, fraud or violation of Company's code of conduct. The mechanism provides for adequate safeguards against victimisation of employees and Directors who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.
The Whistle Blower Policy is available on the website of the Company (Weblink:http:/ /www.jaykayenterprises.com <http://www.jaykayenterprises.com>).
iv. Disclosure of Accounting Treatment
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.
v. Risk Management
Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examined by the Board. The Risk Management Policy is available on the website of the Company (Weblink:<http://> www.jaykayenterprises.com ).
vi. Insider Trading
In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, a comprehensive code of conduct for prevention and regulation of trading in the Company's share by insiders is in vogue. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company. The Insider Trading Policy is available on the website of the Company (Weblink:<http://www.jaykayenterprises.com>).
9. Code of Conduct
The Board of Directors has already adopted the Code of Ethics & Business Conduct for the Directors and Senior Management Personnel. This Code is a comprehensive code applicable to all Directors, Executives as well as Non-executives and members of the Senior Management.
A copy of the Code has been put on the Company's website www.jaykayenterprises.com . The Code has been circulated to all the members of the Board and Senior Management Personnel and compliance of the same has been affirmed by them. A declaration signed by the Managing Director in this regard is given below: "I hereby confirm that:
As provided under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Board Members and Senior Management Personnel have affirmed compliance with Company's Code of Business Conduct and Ethics for the year ended 31st March, 2016.
Means of Communications
The Annual, Half yearly and Quarterly results are submitted to the Stock Exchange in accordance with Listing Agreement /LODR Regulations and the same are published regular^ in the newspapers.
All vital information relating to the Company and its performance, including quarterly/half yearly results etc. are being simultaneously posted on Company's website www.jaykayenterprises.com <http://www.jaykayenterprises.com> and are also available on the web-site of the Bombay Stock Exchange Ltd.
General Shareholders Information
a) Address for Correspondence
Mr. Prabhat Kumar Mishra Manager (Legal) & Company Secretary M/s Jaykay Enterprises Ltd., (Formerly J. K. Synthetics Ltd.) Kamla Tower, Kanpur - 208001 Telephone No. : (0512) 2371478 - 81 Fax : (0512)2332665/2399854
Email : firstname.lastname@example.org ; email@example.com Website : www.jaykayenterprises.com
b) Annual General Meeting
Date & Time : Thursday, the 11th August, 2016 at 12.00 Noon
Venue : Merchants' Chamber of Uttar Pradesh, 14/76, Civil Lines, Kanpur-208001
c) Financial Calendar (Tentative)
(a) First Quarter Results - On or before 14th August, 2016
(b)Second Quarter Results - On or before 14th November, 2016
(c)Third Quarter Results - On or before 14th February, 2017
(d)Results for the year ending 31st March, 2017 - On or before 30th May, 2017
d) Date of Book Closure
August 4, 2016 to August 11, 2016 (both days inclusive)
e) Dividend payment date :
No dividend is proposed.
f) Listing on Stock Exchanges/Stock Code
The details regarding payment of listing fee to Stock Exchanges are given below
. Name of Stock Exchange -Listing Fee paid upto- Stock Code No.
The Bombay Stock Exchange Ltd., Mumbai 2015-2016 -500306
Pursuant to SEBI's Exit Order dated 09.06.2015, the Uttar Pradesh Stock Exchange (UPSE) was allowed exit through voluntary surrender of de-recognition. Accordingly UPSE ceased to be a Stock Exchange. Therefore the listing agreements with the said Stock Exchanges came to an end.
g) ISIN Number
The ISIN No. of the Company is INE 903A01025.
h) Registrar & Share Transfer Agents
The Company has a full-fledged in-house Share Registry, which provides all services for share transfer activities both in physical and dematerialization segment at single point as per common agency concept of SEBI.
i) Share Transfer System
Share Transfer work and other activities of physical segment as well as dematerialisation/ rematerialisation of shares in electronic segment is attended in- house within the prescribed period under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Depository guidelines, the share transfer activities in physical segment are approved / ratified by the Committee of Directors which meets periodically.
j) Dematerialization of Equity Shares
Total 3,34,86,598 Equity Shares of the face value of Re.1/- each representing 90.17% of the paid up Equity Capital of the Company have been dematerialized till 31.03.2016.
For and on Behalf of the Board
Ashok Gupta Managing Director DIN- 00135288
Dr. Krishna Behari Agarwal Director DIN- 00339934