CORPORATE GOVERNANCE REPORT
I. Company's philosophy on Corporate Governance
JCT Electronics Limited (JCTEL) believes that good corporate governance is essential to achieve its business objectives and long term goals besides creating value for all its stakeholders.
II. Board of Directors
- The Board of the company presently has three directors comprising of one independent director, one promoter director and one special director of BIFR.
- The Board met four times during the year on 28th May, 2014, 12th August, 2014, 11th November, 2014 and 13th February, 2015.
- Details of meetings attended by directors and other directorships held are as under :
III. Code of Conduct
The Code of conduct, for the Directors and senior management, in line with the provisions of Clause 49 of the Listing Agreement has been formulated, framed and adopted by the Board.
As provided under clause 49 of the listing agreement with the Stock Exchanges, the Board members and senior management have confirmed compliance with the code of conduct for the period ended 31st March, 2015.
IV. Audit Committee
The role and terms of reference of the committee is as specified in Clause 49 of listing agreement with Stock Exchange(s) and as per requirement of the Companies Act .
V Remuneration Committee
The Remuneration Committee comprised of two independent directors, Mr. K Jayabharath Reddy and Mr. P K Ganguly as its members with Mr. Reddy being the chairman. With the demise of Mr Ganguly a new director will be inducted.
The committee recommends/reviews the remuneration of the Managing Director.
VI. Shareholders / Investor's Grievance Committee
The Shareholders & Investor's Grievance Committee had Mr. Arjun Thapar (Managing Director) and Mr. P K Ganguly, Director, as its members. With the demise of Mr Ganguly a new member will be nominated . Mr. Gopal Krishnan, Company Secretary is the designated Compliance Officer.
The committee meets to review inter-alia the status of transfer/transmission of shares, issue of duplicate share certificates, shares dematted / rematted and investor's grievance and redressal mechanism and recommend measures for improvement of investors' services.
During the year ended 31st March, 2015 there were no complaints/queries pending for reply and there were no share transfers pending for registration.
VIII. CEO/CFO Certification In terms of the requirements of the listing agreement, necessary certificate is submitted to the Board of Directors and the Audit Committee.
No transactions of material nature have been entered into by the company with Promoters, Directors or their relatives conflicting with the company's interest except as disclosed in the financial accounts under related party transactions.
No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
X. Management discussion and Analysis The management discussion and analysis forms part of the Director's Report.
XI. Means of communication Quarterly results are communicated to the stock exchanges where the company's shares are listed. The same are displayed on the following websites www.bseindia.com and www.nseindia.com
The results are generally published in the newspapers like Jansatta - Delhi, Indian Express - Delhi, Chandigarh and The Punjabi Tribune - Chandigarh.
XII. General Shareholder Information 38th Annual General Meeting
Day & Date : Tuesday, 29th September, 2015
Time : 11:30 a.m.
Venue : A-32, Indl. Phase VIII, SAS Nagar,
Financial Calendar 2015-16
First Quarterly Results : Before end of July/August, 2015 Second Quarterly Results :
Third Quarterly Results : Before end of October/November, 2015
Fourth Quarterly Results : Before end of January/February, 2016
Before end of January/February, 2016 Before end of April/May, 2016
Dates of Book Closure :
From Tuesday, 22nd September, 2015 to Tuesday, 28th September, 2015 (both days inclusive) Dividend payment date :
The company has not declared any dividend for the current financial year.
Listing on Stock Exchanges :
The Equity Shares of the Company are listed on the following Stock Exchanges :
- National Stock Exchange of India Ltd., Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai-400051.
- Bombay Stock Exchange Limited, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 Company/Stock Code :
The National Stock Exchange Association Ltd. JCTEL
The Stock Exchange Mumbai 500222
Registrar and Transfer Agents :
The share transfer agents for equity shares of the company both for electronic and physical segment are :
RCMC Share Registry (Pvt.) Ltd.
Unit : JCT Electronics Limited B-25/1, First Floor Okhla Industrial Area, Phase-II New Delhi - 110020 Tele : 011-26387320/321/323 ; Fax : 011-26387322 Email : email@example.com
Share Transfer System :
Share transfers and transmissions are registered and returned within the stipulated period if the documents are clear in all respects. Dematerialisation of equity shares :
The demat/remat requests are processed within 15 days of the receipt of requests, if the same are complete in all respects.
As per SEBI directives the equity shares of the company are traded only in demat form for all investors and the ISIN allotted to equity shares of the company is INE264B01020. The company has tied up with both the National Securities Depository Limited and Central Depository Services (I) Limited.
Manufacturing Units :
- NH-8, Village Kandhari, Taluka Karzan, Vadodara (Gujarat)
- A-32, Industrial Phase VIII, SAS Nagar, Mohali, Distt. Ropar, Punjab
(The Mohali unit is not in operation)
Address for Correspondence :
Thapar House, 124 Janpath, New Delhi - 110 001 Phone : 43534242 ;
Contact Person : Mr. Manoj Chadha, Secretarial Head
The above report was approved at the Board meeting held on 30th May, 2015. Compliance Certificate for corporate governance from auditors of the company is annexed herewith.