CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance is given below:
1. COMPANY'S PHILOSOPHY:
The Company's philosophy on Corporate Governance is based on the principle of full disclosure, fairness, equity, transparency and accountability in the various aspect of its functioning, leading to the protection of the stakeholders' interest and an enduring relationship with stakeholders. The management's commitment to these principles is reinforced through the adherence of all Corporate Governance practices embodied in regulation 34 (3) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also adopted the Code of Conduct for the Directors and senior management personnel. The Company also has Code for Prevention of Insider Trading for Directors and the designated employees of the Company.
2. BOARD OF DIRECTORS
2.1 Composition of the Board:
The current strength of the Board of Directors of the Company is six. The Board has an optimum blend of executive and non-executive directors. Chairman and Managing Director and Chief Financial Officer are the two Executive Directors and four non-executive Directors including one woman Director. The number of Independent Directors on the Board is in conformity with the requirement of Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.This combination helps the Company take benefit of the experience and expertise of the directors, in their core area of competence. The Board has a Managing Director who is also a Chairman and the number of independent Directors is more than half of the total strength of the Board.
2.2 Board Meetings:
During the year six Board Meetings were held on May 25, 2015, July 25, 2015, August 29, 2015, August 31, 2015 November 14, 2015 and February 13, 2016. The Board was presented with the relevant and necessary information. The attendance at the Board Meetings during the year and at the last Annual General Meeting as also number of other directorship is given below:
Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors' Meeting in the financial year 2015-16.
Certificates have also been obtained from the Independent Directors confirming their position as Independent Directors on the Board of the Company in accordance with Section 149 of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Schedule V(C)(2)(e) and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, none of the Directors are related to each other.
Orientation of newly elected directors and updation strategy
Newly elected directors are given a présentation on the functioning of the Company. The Company keeps the Board and other stakeholders updated on the happenings of the Company.
All other events and happenings of important in the sector are reported to the Board on a continuous basis.
Code of Conduct for Board of Directors and Senior Management
The Company has adopted a Code of Conduct for Board of Directors and Senior Management (the Code). The Code has been communicated to the Directors and the members of Senior Management. The Code has also been posted on the Company's website at www.jik.co.in. All Board members and senior management have confirmed compliance with the Code for the year ended 31st March, 2016. The Annual Report contains a declaration to this effect signed by the Managing Director of the Company.
3. AUDIT COMMITTEE:
The purpose of the audit committee is to ensure the objectivity, credibility and correctness of the Company's financial reporting and disclosure processes, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.
The terms of reference of the Audit Committee are broadly as under:
• Overseeing of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
• Reviewing, with the management, the annual financial statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:
? Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
? Disclosure of any related party transactions;
? Qualifications in the draft audit report.
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
• Approval or any subsequent modification of transactions of the Company with related parties;
• Evaluation of internal financial controls and risk management systems;
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;
• 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;
• To review the functioning of the Whistle Blower mechanism;
• To approve appointment of CFO after assessing the qualifications, experience & background, etc. of the candidate.
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
• Any other matter that may be referred by the Board from time to time.
Due to change in designation of Mr. Surendra C Gurav, previous Chairman of Audit Committee, the Audit Committee has been re-constituted.
The members of the Audit Committee are Mr. Arvindkumar M Shah, Mr. Manoj P Unadkat and Mr. Rajendra G Parikh.
Mr. Arvindkumar M Shah is the Chairman of the Audit Committee.
Mrs. Kirti J Damle, Company Secretary acts as the Secretary to the Audit Committee.
During the year four Audit Committee Meetings were held on May 25, 2015, July 25, 2015, November 14, 2015 and February 13, 2016. The Company Secretary acts as the Secretary of the Committee.
4. NOMINATION & REMUNERATION COMMITTEE:
The broad terms of reference of the Nomination and Remuneration Committee (NRC) are as follows:
a. Appointment / re-appointment of Managing Director / Executive Director.
b. Review the performance of the Managing Director / Executive Director after considering the Company's performance.
c. Recommend to the Board remuneration including Salary, Perquisites and Performance Bonus to be paid to the Company's Managing Director / Executive Director.
d. Review of the Remuneration Policy of the company in line with market trends to attract and retain the right talent.
e. Review and approval of revision in remuneration of Top Management Executives of the Company.
f. Grant of Employees Stock Options to Designated Employees.
g. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.
h. Formulation of criteria for evaluation of Independent Directors and the Board.
i. Devising a policy on Board diversity
j. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company has disclosed the remuneration policy and the evaluation criteria.
The Company has adopted a Remuneration Policy for its Directors, Key Managerial Personnel and other employees. The Remuneration Policy has laid down the criteria for determining qualifications, positive attributes, independence of Director and Board diversity. The Policy lays down the factors for determining remuneration of Whole-time Directors, Non-Executive Directors, Key Managerial Personnel and other employees. The policy also lays down the evaluation criteria of the Independent Directors and the Board. The same is available on the website www.jik.co.in
5. STAKEHOLDER RELATIONSHIP COMMITTEE
Due to change in designation of Mr. Surendra C Gurav, the committee has been re-constituted. The Committee comprises of Mr. Arvindkumar Shah, Mrs. Rajeshri Patel and Mr. Rajendra G Parikh. Mrs. Kirti Damle, Company Secretary is the Compliance Officer. The Committee met on February 13, 2016 during the year ended 31st March, 2016
1) The Company has three subsidiaries, viz. M/s. I. A. & I. C. Private Limited, M/s. Shah Pratap Industries Private Limited, M/s. Glassworks Trading Private Limited.
2) Related Party Transactions
All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations during the financial year were in the ordinary course of business and on arm's length basis and do not attract provisions of Section 188 of the Companies Act, 2013.
None of the transactions with any of the related parties were in conflict with the interest of the Company. Transactions with the related parties are disclosed in Note No B (7) to the 'Notes on Accounts' annexed to the Financial Statements for the year under review.
3) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: NA
4) Vigil mechanism and Whistle Blower Policy:
The Company has a Whistle blower Policy in place. The Company's portal provides a very effective means for the employees to communicate freely with the Managing Director. The Company's employees can also directly meet the Managing Director and express their grievances/concerns.
The Whistle Blower Policy of the Company has been posted on the website of the Company, www.jik.co.in
5) 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.
6) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements;
All the mandatory requirements have been complied with as stated in this report on Corporate Governance. The Company has not adopted non-mandatory requirements stated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
7) Material Subsidiaries
The Policy for determining material subsidiaries is posted on the website of the Company at www.jik.co.in
8) CEO/CFO Certification
A certification from the CEO and CFO as specified in Part B of Schedule II in terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations was placed before the Board Meeting held on May 30, 2016 to approve the Audited Annual Accounts for the year ended 31st March, 2016.
9) Risk Management
The Company has a Risk Management Framework in place, the details of which are provided in the Directors' report.
10) MEANS OF COMMUNICATION
1. Quarterly/half yearly /yearly results are normally published in English and local language newspapers as specified by SEBI and as required under LODR. The audited annual accounts are posted to every member of the company. Quarterly shareholding and quarterly/half yearly/yearly results submitted to the stock exchanges are posted on the website of the company:
2. The email id for investors/shareholders grievances is email@example.com
3. The Stock Exchanges are notified of any important developments that may materially affect the working of the Company.
4. No presentations were made to any institutional investors or analysts etc.
5. A Management Discussion and Analysis Report, which forms a part of the Annual Report, has been given by means of a separate Annexure and attached to the Directors Report.
11) GENERAL SHAREHOLDERS INFORMATION:
Annual General Meeting
Day, Date and Time: Friday, August 12, 2016 at 5.00 p.m.
Venue: Golden Swan Country club, off Pokhran Road No. 1, Yeoor Hills, Thane (w) 400602.
Reporting in the financial calendar 2016 - 2017
Financial Year :
1st Quarter Results 2nd Quarter Results 3rd Quarter Results :
Within 45 days from the end of the S Quarter
Audited Annual Results : Within 60 days from the year end
Book closure date : The Book Closure is August 06, 2016 to August 12, 2016 (both the days inclusive).
Listing on stock exchange
Name & address of the Stock Exchange
Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
Stock Code: 511618
National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G. Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051
Stock Code: JIKIND
Registrars and transfer agents
In compliance of SEBI requirements, Sharex Dynamic (India) Private Limited has been appointed the as Registrar and Share Transfer Agent of the Company who handles share transfer work in Physical as well as Electronic Form and other related activities at the following address
Sharex Dynamic (India) Private Limited
Unit No. 1, Luthra Industrial Premises, Andheri -Kurla Road, Safed Pool, Andheri (East), Mumbai- 400072. Tel. Nos. 022-2851 5606/5644 Fax No.022-2851 2885
Share Transfer System
As on 31st March, 2016, 98.24% of the equity shares of the Company are in dematerialised form. Transfer of these shares is effected through depositories without involvement of the Company. As regards transfer of shares in physical form, the same are processed and approved on a regular basis and the certificates are returned to the shareholders within 30 days from the date of receipt (subject to the documents being valid and complete in all respects
Dematerialization of shares
The Shares of the Company have been admitted in dematerialized form for trading by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) under the ISIN: INE 026B01049 and they are compulsorily traded in dematerialized form. As on 31st March, 2016, a total of 71362339 equity shares of the Company, which form 98.24% of the equity share capital, stand dematerialized. The Company has issued 5106 equity shares with differential voting right. Such equity shares are not listed and are in physical form.
Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity
The Company has not issued any GDRs /ADRs.
Due to non-receipt of Ben pos from CDSL and NSDL, the Company has filed its Shareholding Pattern and Reconciliation of Share Capital Report for the quarter ended March 31, 2016 in the month of May 2016 instead of April 2016. The Company has paid fine for delay in submission of shareholding pattern.
Location of manufacturing plant
Pada No. 3, Balkum, Thane (West), Thane - 400 608
Investors' correspondence may be address to: Sharex Dynamic (India) Pvt. Ltd.
Unit No. 1, Luthra Industrial Premises, Andheri -Kurla Road, Safed Pool, Andheri (East), Mumbai- 400072. Tel. Nos. 022-2851 5606/5644 Fax No. 022- 2851 2885 Email ID: firstname.lastname@example.org
Mrs. Kirti Damle Compliance Officer JIK Industries Limited
Regd Office: Pada No. 3, Balkum, Thane - 400 608. Tel: +91 22 2542 6356 - 60 Fax:+91 22 2542 6349
For and on behalf of the Board
Chairman & Managing Director
Date: July 01, 2016