THE COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Jaysynth Dyestuff (India) Limited strongly believes that good governance practice is a pre-requisite to attainment of excellent performance in terms of all its stakeholders' value creation. Corporate governance is considered as an important tool for shareholders protection and maximization of their long - term values. The Company's Corporate Governance policy aims towards attainment of high level of transparency, integrity, accountability and fairness in all facets of its operations. Good Corporate Governance contributes to a sustainable economic development of corporations by enhancing their performance and increasing shareholders' value. Your Company has complied with the requirements of Corporate Governance as laid down under Clause 49 of the Listing Agreement with the Stock Exchange.
A. BOARD OF DIRECTORS
As on March 31, 2015, your Company's Board of Directors consist of 8 (Eight) Directors having varied experience in different areas and are leading professionals in respective fields.
The Composition of Board of the Company is in compliance with Clause 49 of the Listing Agreement. The Composition of Board comprises of 50% i.e half of the Board as Independent Directors along with one woman director since the Chairman of the Company is an Executive Chairman.
Nomination and Remuneration Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 read with the provisions of Clause 49 of the Listing Agreement, the Board has constituted the Nomination and Remuneration Committee. Shri Rajendra M. Desai (Non Executive Independent Director) is the Chairman of the Committee. Shri Prakash M. Kale (Non Executive Independent Director) and Shri Kulinkant N. Manek (Non Executive Independent Director) are the other members of the Committee. The Company Secretary acts as a Secretary to the Committee.
The Chairman of the Nomination and Remuneration Committee was present at the 29th Annual General Meeting held on September 19, 2014. The terms of reference of the Nomination and Remuneration Committee is as set out in Clause 49 of the Listing Agreement with BSE Limited read with Section 178 of the Companies Act, 2013 and applicable rules and schedules thereof. The committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The committee is governed by the same rules regarding meetings as are applicable to the Board
Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the following policies:
1 Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees.
2 Policy For Determining Qualifications, Positive Attributes, Independence of an Independent Director and Criteria For Evaluation is annexed to Directors' Report (Annexure - 4 & 4.1)
Apart from the above remuneration, there were no material pecuniary relationship or transactions by the Company with Non Executive Independent Directors during the Financial Year 2014-15.
Stakeholders Relationship Committee
In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Company had changed the nomenclature of Share Transfer/Investors Grievances Committee to Stakeholders Relationship Committee at its Board meeting held on May 28, 2014. Shri. Rajendra M. Desai is the Chairman of the Committee, Shri. Nikhil S. Kothari and Shri. Parag S. Kothari are the members of the Committee.
Corporate Social Responsibility Committee:
In compliance with the Section 135 of the Companies Act, 2013 the Board has constituted Corporate Social Responsibility Committee. Shri Prakash M. Kale is the Chairman of the Committee. Shri Rajendra M. Desai and Shri Sharadchandra S. Kothari are the other members of the Committee.
Terms of Reference of this Committee are as follows:
1. To ensure an increased commitment at all levels in the organisation, to operate its business in an economically, socially & environmentally sustainable manner, while recognising the interests of all its stakeholders.
2. To directly or indirectly take up programmes that benefit the communities in & around its work centres and results, over a period of time, in enhancing the quality of life & economic well-being of the local populace.
3. To generate, through its CSR initiatives, a community goodwill for the Company and help reinforce a positive & socially responsible image of the Company as a Corporate entity.
During the Financial Year 2014-15, the Company had not passed any special resolution through Postal Ballot.
C. CODE OF CONDUCT
The Board of Directors has revised and adopted the revised Code of Conduct for Directors and Senior Management Personnel. The said Code has been communicated to the Directors and the Members of the Senior Management. The Code has also been posted on the Company's website <http://www.jaysynthdyestuff.com/pdf/Revised>
Code of Conduct.pdf.
D. MATERIAL RELATED PARTY TRANSACTIONS
During the Financial Year 2014-15, the Company had entered into certain related party transactions which were material in nature as per Listing Agreement whose approval is being placed at the ensuing Annual General Meeting. None of the materially significant related party transactions have potential conflict with the interests of the Company at large.
The Company has formulated a policy to deal with material related party transactions which is made available on its website and a web link to the same is: <http://www.jaysynthdyestuff.com/pdf/Related> party transaction policy.pdf.
E . NON-COMPLIANCES BY COMPANIES, PENALTIES, STRICTURES IMPOSED BY STOCK EXCHANGES/SEBI OR ANY STATUTORY AUTHORITY ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS
There were no penalties and strictures imposed by Stock Exchanges/SEBI or any Statutory Authority on matter related to capital markets during the last three years except the Company inadvertently failed to file MGT -10 with ROC in the matter of change in the shareholding position under the Promoter Group i.e M/s. Shoorji Trikamdas Investments Company Private Limited within 15 days from the date of the acquisition of the shares i.e July 25, 2014.
F. DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India, to the extent applicable in preparation of the financial statements.
G MATERIAL SUBSIDIARY COMPANY
The Company does not have any material subsidiary as defined under Clause 49 of the Listing Agreement. However, the Company has formulated the Material Subsidiary Policy and uploaded on the website of the Company and a web link to the same is: <http://www.jaysynthdyestuff.com/pdf/Material> Subsidiary policy.pdf.
H. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The detail regarding Whistle Blower Policy/Vigil Mechanism is provided in the Directors' Report.
I. MANDATORY COMPLIANCES UNDER CLAUSE 49 OF THE LISTING AGREEMENT
The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement in respect of Corporate Governance.
J. ADOPTION OF THE NON MANDATORY REQUIREMENTS UNDER CLAUSE 49 OF THE LISTING AGREEMENT
1. The Company has Executive Chairman hence the norms regarding payment of expenses incurred by a Non executive Chairman in execution of his duties is Not applicable.
2. Company does not provide a half yearly declaration of financial performance including summary of the significant events in last six months each household of shareholders.
3. Company is moving towards a regime of unqualified financial statements
4. The Company has not appointed separate persons for the post of Chairman and Managing Director/CEO
5. Internal Auditor may report directly to the Audit Committee
K. MEANS OF COMMUNICATION
L. GENERAL SHAREHOLDERS INFORMATION: 130th Annual General Meeting:
Date and Time : Monday, September 14, 2015 at 10.00 a.m.
Venue : 301, Sumer Kendra, P. B. Marg, Worli, Mumbai : 400 018.
2 Financial Calendar :
First Quarterly results : on or before August 14, 2015
Second Quarterly results : on or before November 15, 2015
Third Quarterly Results : on or before February 15, 2016
Audited Yearly Results on or before May 30, 2016
3 Date of Book Closure: September 08, 2015 to September 14, 2015 (both days inclusive)
4 Dividend Payment Date: On and after September 14, 2015
5 Listing : BSE Ltd.
6 Stock Code : 506910
7 ISIN Code : INE703C01025
8 CIN : L24114MH1985PLC035564
M. DEMATERIALISATION OF SHARES
As on March 31, 2015, 84,69,980 Equity Shares of the Company are dematerialized form constituting 97.47% of total paid up share capital of the Company.
P. SHARE TRANSFER SYSTEM
All the share related work is undertaken by our Registrar and Share Transfer Agent, M/s. Sharepro Services (India) Private Limited, Mumbai. Stakeholder Relationship Committee approves the share transfer, transmission, split and consolidation, amongst others of the Shares. The Shareholders'/Investors' Grievances are also addressed by the Company's Registrars and Transfer Agent.
Q. RECONCILIATION OF SHARE CAPITAL:
As stipulated by SEBI, a qualified Practicing Company Secretary carries out reconciliation of share capital to reconcile the total admitted, issued and listed capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and Stock Exchange.
. PLANTS / FACTORIES
1 Patalganga Unit
Plot No. A-29, MIDC Industrial Area, Patalganga, Taluka - Khalapur, District - Raigad, Pin Code - 410 220, Maharashtra
2 Taloja Unit
Plot No. G - 5, MIDC Industrial Area , Taloja , Taluka - Panvel, District - Raigad, Pin Code - 410 208, Maharashtra
1 REGISTRAR AND SHARE TRANSFERAGENTS
Ms. Indira Karkera - Vice President M/s. Sharepro Services (India) Private Limited Unit: Jaysynth Dyestuff (India) Limited 13 AB, Samhita Warehousing Complex, Second Floor, Saki Naka Telephone Exchange Off. Andheri - Kurla Road, Saki naka, Andheri (East), Mumbai - 400 072 Telephone - +91 22 6772 0300 +91 22 6772 0334 Fax: +91 22 2837 5646 E-mail Id : Sharepro@shareproservices.com Website : www.shareproservices.com
2 INVESTOR RELATIONS CENTERANDADDRESS FOR CORRESPONDENCE
M/s. Sharepro Services (India) Private Limited 912 , Raheja Centre, Free Press Journal Road, Nariman point, Mumbai - 400 021
3 INVESTOR RELATIONS CENTERANDADDRESS FOR CORRESPONDENCE
The Company Secretary Jaysynth Dyestuff (India) Limited 301, Sumer Kendra, P. B Marg, Worli, Mumbai - 400 018 Telephone +91 22 3042 3048/49 Fax +91 22 3042 3434/33 E-mail id : email@example.com Investor's Complaint : firstname.lastname@example.org
X. PROHIBITION OF INSIDER TRADING
The Company has adopted and put in place the Policy on the prohibition of Insider Trading based on SEBI regulation of Insider Trading Regulations 1992("the Regulations"). The Company has also approved the code of conduct for regulating and reporting trading by insider and for fair disclosure, 2015 based on SEBI (Prohibition of Insider Trading) Regulations, 2015. Further the Company takes annually as well as event based disclosures as required under the Regulations.
Y. ANNUAL LISTING FEES
The Annual listing fee for the financial year 2015 -16 has been paid to BSE Limited
Z. CEO/CFO CERTIFICATION
Shri. Parag S. Kothari, Chairman and Joint Managing Director and Shri. Mangesh N. Patil, Chief Financial Officer of the Company have provided annual certification on financial reporting and internal controls to the Board in term of Clause 49 of the Listing Agreement. Further Shri. Parag S. Kothari, Chairman and Joint Managing Director and Shri. Mangesh N.Patil, Chief Financial Officer of the Company also provides quarterly certification on financial results to the Board in terms of Clause 41 of the Listing Agreement.