REPORT ON CORPORATE GOVERNANCE
The Company's Report on Corporate Governance for the year ended 31st March, 2015 is given hereunder:-
1. Brief statement on the Company's philosophy on Code of Governance
The Company's philosophy is to strive for optimum performance at all levels. The basic Corporate Governance practices which the Company follows for achieving the same are as under:-
• Fair and transparent business practices;
• Effective management control by the Board;
• Monitoring of Executive performance;
• Compliance of Laws;
• Independent manner of operation of the Board;
• Accountability for performance;
• Monitoring of Business Risk.
2. Board of Directors
The Board of Directors of the Company as on 31st March, 2015, comprised of eight Directors, consisting of one Managing Director, one Executive Director and six Non-Executive Directors including Nominee and Independent Directors.
3. Audit Committee
The Audit Committee of the Board of Directors of the Company was constituted on 29th July, 2002. As on 31st March, 2015, the Committee comprised of Shri Prabir Chakravarti, Shri D.D.Kothari, Smt. Sindhubala Choudhury and Shri Satish Kapur, Independent Non-Executive Directors of the Company, with Shri Prabir Chakravarti as its Chairman. The Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into by the Company with the Bombay Stock Exchange Ltd.
4. Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Board of Directors of the Company was constituted on 26th July, 2004 as 'Remuneration Committee'. On 14th May, 2014, it was renamed as Nomination and Remuneration Committee pursuant to Companies Act, 2013. As on 31st March, 2015, this Committee comprised of Shri Prabir Chakravarti, Chairman and Smt. Sindhubala Choudhury and Shri Satish Kapur, three independent Non-Executive Directors. The Committee has power to regulate its Meetings and proceedings. The Remuneration Policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees form part of the Directors Report.
5. Stakeholders Relationship Committee
A Share Transfer Committee of the Board was constituted in the year 1981. This Committee was renamed as Investors Grievance Committee on 29th July, 2002 and further renamed as Stakeholders Relationship Committee on 14th May, 2014 and its scope was enlarged to include the matters specified in Clause 49 of the Listing Agreements with the Stock Exchanges. As on 31st March, 2015 this Committee comprised of Shri Virendraa Bangur, Managing Director, Shri Prabir Chakravarti, Director and Shri Prabhu Nath Ojha, Executive Director of the Company as its Members with Shri Prabir Chakravarti as its Chairman. During the year, eight Meetings of the Stakeholders Relationship Committee were held on 10th April, 2014, 30th April, 2014, 31st May, 2014, 10th June, 2014, 30th June, 2014, 21st July, 2014, 5th December, 2014 and 31st January, 2015. The details of the attendance at the said Meetings are given hereunder :
(ii) There was no Special Resolution for consideration of the Members of the Company at the above two Annual General Meetings held on 4th August, 2012 and 20th August, 2013. In the 52nd Annual General Meeting held on 27th September, 2014 six Special Resolutions were passed.
Extra-ordinary General Meetings
No Extra-ordinary General Meeting of the Company was held during the Financial Year 2014-15.
(iii) The Company successfully completed the process of obtaining approval of its Members on the following resolution through Postal Ballots during the Financial Year 2014-15;
Pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 and all other applicable provisions, if any, for authorizing the Board of Directors of the Company to convey, sell, transfer, assign or otherwise dispose of the Company's Chlor Alkali Manufacturing Facilities at Ganjam (Odisha) and Salt Manufacturing Facilities at Pundi Salt Factory at Nagarampalli village, District Srikakulam (Andhra Pradesh) on "as is where is" basis by way of slump sale to ADITYA BIRLA CHEMICALS (INDIA) LIMITED, for a lump-sum consideration of Rs. 212,00,00,000/- (Rupees Two Hundred Twelve Crores only) as a going concern in terms of the Resolution set out in the Notice dated 11th September, 2014 and the Explanatory Statement annexed thereto.
Voting pattern and procedure for Postal Ballot
i) The Board of Directors of the Company, vide resolution dated 8th September, 2014, had appointed Shri Arun Kumar Jaiswal as the Scrutinizer for conducting the postal ballot voting process.
ii) The Company had completed the dispatch of the Postal Ballot Notice dated 11th September, 2014 together with the Explanatory Statement on 19th September, 2014, along with the forms and postage prepaid business reply envelopes to all the shareholders whose name(s) appeared on the Register of Members/list of beneficiaries as on 12th September, 2014.
iii) The voting under the postal ballot was kept open from 20th September, 2014 to 19th October, 2014 (either physically or through electronic means).
iv) Particulars of postal ballot forms received from the Members using the electronic platform of CDSL were entered in a register separately maintained for the purpose.
v) The postal ballot forms were kept under the safe custody of the scrutinizer in sealed and tamper proof ballot boxes before commencing the scrutiny of such postal ballot forms.
vi) Envelopes containing postal ballot forms received after close of business hours (6.00 P.M.) on 19th October, 2014 had not been considered for scrutiny.
vii) On 22nd October, 2014, Shri Prabhu Nath Ojha, Executive Director announced the following result of the postal ballot as per the Scrutinizer's Report dated 21st October, 2014.
(i) Voted in favour of the Resolution
i. Related Party Transactions
The Company has not entered into any transaction of material nature with the Promoters, the Directors or the Management, Key Managerial Personnel, their subsidiaries or relatives, etc. that may have any potential conflict with the interest of the Company.
ii. Compliances by the Company
The Company has complied with the requirements of the Bombay Stock Exchange, SEBI and other statutory authorities on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authorities relating to the above.
iii. Whistle Blower policy
Pursuant to Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement with the Bombay Stock Exchange Whistle Blower Policy (Vigil Mechanism) has been formulated with a view to provide a mechanism for employees and Directors of the Company to approach the Executive Director or the Chairman of the Audit Committee of the Board to make a Protected Disclosure of malpractices and events which have taken place or suspected to take place in relation to matters concerning the Company only .
Further during the financial year 2014-15 no personnel has been denied access to the Executive Director or the Chairman of the Audit Committee of the Board to make a Protected Disclosure.
8. Means of Communication
The Quarterly /half yearly financial results during the year under review were published in English in the 'Business Standard' and in Oriya in the 'Orissa Bhaskar', all circulated in Ganjam where the Registered Office of the Company is situated. The results are displayed on the Company's website www.jayshreechemicals.com but are not sent individually to the Shareholders. No separate presentations were made to institutional investors or the analysts.
9. General Shareholder Information
i) Annual General Meeting
Date : 4th September, 2015
Time : 2-30 P.M.
Venue : P.OJayshree-761025, District Ganjam (Odisha)
ii) (a) Financial year : 2014-15
(b) Financial Calendar :
The Financial Calendar for the year 2015-16 (Provisional) is as under :
a. Results for the first quarter ending 30th June, 2015 : By middle of August, 2015
b. Results for the second quarter ending 30th September, 2015 : By middle of November, 2015
c. Results for the third quarter ending 31st December, 2015 : By middle of February, 2016
d. Results (Audited) for the Financial year ending 31st March, 2016 : By end of May, 2016
e. Annual General Meeting for the year ending 31st March, 2016 : By end of September, 2016
iii) Date of Book Closure
The Register of Members and the Share Transfer Books of the Company will remain closed from 29th August, 2015 to 4th September, 2015 both days inclusive, for the purpose of the Annual General Meeting of the Company to be held on 4th September, 2015.
iv) Dividend Payment Date : No Dividend is proposed
v) Listing on Stock Exchange
Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001
Annual Listing Fees to the Bombay Stock Exchange Ltd. for the year ended 31st March, 2015 has been paid.
Name of Stock Exchange : Physical : Demat
Bombay Stock Exchange : 506520 : INE693E01016
Registrars and Share Transfer Agents
Niche Technologies Private Ltd. are acting as the Registrars of the Company for both physical and dematerialized form of Shares. The address of the above Registrars is given hereunder :
Niche Technologies Private Ltd. D-511, Bagree Market, 71, B.R.B.Basu Road, Kolkata-700001 Telephones : (033) 2235 7270/ 2235 7271 Fax No. 033-2215 6823 Email : firstname.lastname@example.org
x) Share Transfer System
Niche Technologies Private Limited, the Registrars and Share Transfer Agents of the Company, processes transfer, subdivision, consolidation, splitting, etc, of Shares in physical form in close co-ordination with the Company and the same are approved by the Stakeholders Relationship Committee of the Company. Share Transfers, etc. are registered and returned within a period of 15 days and the Dematerialisation Requests are confirmed within 21 days from the dates of lodgment thereof.
xii) Dematerialisation of Shares and Liquidity
As on 31st March, 2015, 99.65% of the Company's total Shares representing 2,92,23,335 Shares were held in dematerialised form and the balance 0.35% representing 1,03,122 Shares were in physical form.
xiii) Outstanding GDR/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity
The Company has not issued any GDR/ADRs. etc.
xiv) Plant Location
The Company's Plant is located at P.O.Jayshree - 761025, District Ganjam (Odisha)
xv) Addresses for correspondence
1. Registered Office
P.O.Jayshree - 761025, District Ganjam (Odisha)
2. Kolkata Office
31, Chowringhee Road, Kolkata-700016
3. Registrars and Share Transfer Agents Niche Technologies Private Ltd. D-511, Bagree Market 71, B.R.B.Basu Road, Kolkata-700001
10. Non-Mandatory Requirements
i) The Board : The Board of Directors of the Company has not yet decided on maintenance of Chairman's office.
ii) Shareholder Rights : As the quarterly and half yearly financial performance are published in the news papers and are also posted on the Company's website, the Board of Directors of the Company has not decided on sending half-yearly declaration of financial performance and summary of significant events to each household of shareholders.
iii) Audit qualifications : The Company's financial statement for the Financial Year 2014-15 does not contain any audit qualification.
iv) Separate Posts of Chairman and CEO : The Chairman of the Board is a Non-executive Director and his position is separate from that of the Managing Director & CEO.
v) Reporting of Internal Auditor : The Internal Auditor reports to the Audit Committee.
On behalf of the Board
Managing Director (DIN : 00237043)
Prabhu Nath Ojha
Executive Director (DIN : 00592544)
Place : Kolkata
Date : 14th May, 2015