REPORT ON CORPORATE GOVERNANCE
The Directors present the Company's Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges. The Company's Philosophy on Corporate Governance
Jindal Hotels Limited has been one of the frontrunners to have put in place a formalised system of Corporate Governance. Its governance framework enjoins the highest standards of ethical and responsible conduct of business to create value for all stakeholders, employees, customers and community.
The Company has established procedures and systems to be compliant with the requirements stipulated by the Securities and Exchange Board of India (SEBI) from time to time, under the revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges, which came into effect from 1 October, 2014.
The core principles of Corporate Governance emerge the cornerstones of JHL's governance philosophy, namely trusteeship, transparency, empowerment and accountability, control and ethical corporate citizenship.
1. BOARD OF DIRECTORS
As on 31st March, 2015 the Company's Board comprises of six directors (five Non Executive Directors) out of which three directors are Independent Directors. The Chairman is an Independent Non Executive Director. All Independent Directors on the Board are highly experienced, competent and renowned persons from their respective field. They actively participate in the Board and Committee Meetings which is a great value addition in the decision making process. The Board of Directors of the Company is apprised of all the relevant and significant information and developments pertaining to the Company's business and this facilitates them to take timely corporate decisions. All the Committees of the Board like Stakeholders Relationship Committee, Nomination and Remuneration Committee, Audit Committee etc. that are constituted under the Code of Corporate Governance, have been functioning effectively. A Certificate of Compliance with all the applicable laws to the Company is being placed before the Board at its every meeting.
Meetings held and the dates there of:
During the year, the Board met 5 times. The meetings were held on 27th May, 2014, 22nd July, 2014, 9th September, 2014, 11th November, 2014 and 27th January, 2015.
Apart from the matters that require mandatory Board approval, following matters are also put up for information to the Board, as and when the occasions arise:
1. Annual operating plans and budgets and any updates.
2. Capital budgets and any updates.
3. Quarterly results for the company and its operating divisions or business segments.
4. Minutes of meetings of audit committee and other committees of the board.
5. The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary.
6. Show cause, demand, prosecution notices and penalty notices which are materially important.
7. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
8. Any material default in financial obligations to and by the company, or substantial nonpayment for goods sold by the company.
9. Any issue including any judgment or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company.
10. Transactions that involve substantial payment towards brand development or intellectual property.
11. Any significant development in Human Resources/ Industrial Relations front, Retirement Scheme etc.
12. Sale of material nature, of investments, assets, which is not in normal course of business.
13. Quarterly details of risk factors, competitors, foreign exchange exposures etc. and the steps taken by management to limit the risks, if material.
14. Non-compliance of any regulatory, statutory or listing requirements and members service such as non-payment of dividend, delay in share transfer etc.
COMMITTEES OF BOARD OF DIRECTORS:
The Company has three board level committees in accordacne with Cluase 49 of Listing Agreement with BSE namely, Audit Commitee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee.
2. AUDIT COMMITTEE
(a) The Audit Committee presently comprises of three Directors. All the members of the Committee have wide knowledge and experience in the field of Corporate Finance and Accounts. The scope of the activities of the said Committee is as set out in Clause 49 III (D) of the Listing Agreement with Stock Exchange read with Section 177 of the Companies Act, 2013.
Audit Committee is in compliance with its requirements of the revised Clause 49 of the listing agreement and include approving and implementing the audit procedures and techniques, reviewing the financial reporting systems, internal control systems and control procedures and ensuring compliance of the regulatory guidelines.
The Audit Committee acts as a link between the Internal and Statutory Auditors and the Board of Directors. The Committee provides the Board with additional assurance as to the adequacy of the Company's internal control systems and financial disclosures. The broad terms of reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and to review with the Management and/ or Internal Auditors and/or Statutory Auditors in the following areas:
The Audit Committee shall act in accordance with the terms of reference which shall, inter alia, include;
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the Management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
a) Matters, required to be included in the Director's Responsibility Statement.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by Management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statement.
f) Disclosure of any related party transactions.
g) Qualifications in the draft audit report.
5. Reviewing, with the Management, the quarterly financial statements before submission to the Board for approval;
6. Reviewing, with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.).
7. Review and monitor the auditor's independence and performance and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the Management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors of any significant findings and follow up thereon;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
16. 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;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, members (in case of nonpayment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower Mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is included in the terms of reference of the Audit Committee.
Attendance during the period
Four Audit Committee Meetings on 27th May, 2014, 22nd July, 2014, 11th November, 2014 and 27th January, 2015 were held during the F. Y. 2014-15. The committee reviewed the quarterly and audited annual financial statements before submission to the Board for approval. The meetings were attended by the members of the Audit Committee. The Managing Director is also invited to attend the meetings as a Special Invitee. The Internal Auditors & Statutory Auditors are also invited to attend the meetings. The Company Secretary has been designated to act as Secretary to the Committee.
Shareholders Grievance Committee (Nomenclature changed to Stakeholders Relationship Committee effective May 27, 2014)
(A) Terms of Reference
Section 178 of the Companies Act, 2013 mandates the constitution of a Stakeholders Relationship Committee to specifically look into the redressal of grievances of members.
The terms of reference of the Committee encompasses the following areas:
• Timely transfer of Shares and Debentures.
• Dematerialization and/or Rematerialization of shares.
• Transmission of Shares/ Deletion of Name in case of death of the member/s.
• Issue of duplicate shares/debentures Certificates in case of lost / misplaced/ torn/ mutilated ones.
• Timely redressal of complaints pertaining to non-receipt of dividends, change of address, bank details, nomination etc.
• Any other related issue/s.
Composition, Names of Member and Chairperson
The Stakeholders Relationship Committee comprises of 3 members namely Ms. C.P Shah, Director, Mr. P. D. Shah, Managing Director and Mr. N. D. Shah, Director. Ms. C.P. Shah is the Non Executive Director of the Company and Chairperson of the Committee. Ms. Karuna Advani, Company Secretary has been designated as the Compliance Officer and also acts as Secretary to the Committee.
M eetings and Attendance during the period
6 Meetings of the Stakeholders Relationship Committee were held during the financial year ended on 31st March, 2015.
D) Stakeholders Grievance
The complaints(basically request for change of address, payment of unclaimed dividend, issue of duplicate share certificates etc.) received during year -16, Disposed of during the year -16, unresolved at the end of the year - NIL from the members / SEBI. The report on various issues concerning the members such as issue of share certificates, redressal of members' complaints etc. is being periodically placed before the Committee.
All the shares received for Transfer/ Transmission/ Transposition/ Split/ Consolidation etc. are processed and dispatched within the period not exceeding fifteen days and a half-yearly Certificate from a Practicing Company Secretary to that effect is being obtained pursuant to Clause 47(c) of the listing agreement.
On the date of this report there are no complaints pending, which need redressal. Also there are no cases of share transfers pending.
The Company has furnished necessary documents and information to SEBI, BSE and members, where ever necessary. A Link: 'Members Arena' is provided at the official website of the company www.suryapalace.com
which facilities the direct email to the compliance officer and hereby members can lodge their complaints.
(E) SCORES- SEBI Complaints Redress System.
SEBI has initiated processing of investor complaints in a centralized web- based complaint redress system "SCORES". Under the said system the complaints received from SEBI will be processed in-house.
The Company had no complaints through SCORES during the F.Y 2014-15. 4. NOMINATION & REMUNERATION COMMITTEE (NRC)
As per Section 178 read with underlying rules viz. the Companies (Meetings of Board and its Powers) Rules, 2014, provisions of Schedule V of the Companies Act, 2013 and Clause 49 IV of Listing Agreement as amended from time, the nomenclature of Remuneration Committee has been changed to Nomination & Remuneration Committee (NRC) by the Board of Directors in their meeting held on 27th May, 2014.
No. of Meetings attended during in the year 2014-15
On 27th May, 2014, meeting was held to revise remuneration and re appointment of Ms. Shagun Mehra, Head of Marketing. The terms of reference of the Committee, inter alia, includes (a) formulation of policy for determining qualifications, positive attributes and independence of a director and remuneration for the directors, key managerial personnel and other employees and recommending the same to the Board and (b) identification of persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria as per the policy approved by the Board. The policy of the Company is to remain competitive in the industry, to attract and retain the best talent and appropriately reward employees for their individual performance and contribution to the business. The company pays sitting fee @ Rs.7,500 per meeting to the Directors. No sitting fee however is being paid to Managing Director. The details of remuneration / sitting fees paid to each director are as follows:
Criteria for Nomination as per Nomination and Remuneration Policy
The Committee shall follow the procedure mentioned below for appointment of Director, Independent Director, KMP and Senior Management Personnel and recommend their appointments to the Board.
• The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his / her appointment.
• The Company should ensure that the person so appointed as Director/ Independent Director/ KMP/ Senior Management Personnel shall not be disqualified under the Act, rules made there under, Listing Agreement or any other enactment for the time being in force.
• In case of the appointment of Independent Director, Independent Director should comply with the additional criteria of his / her independence as prescribed under the Act, rules framed there under and the Listing Agreement. For selection of Independent Director, the Company may use the data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, maintained by any institute or association, as may be notified by the Central Government, having expertise in creation and maintenance of such data bank.
• The Director/ Independent Director/ KMP/ Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made there under, Listing Agreement or any other enactment for the time being in force.
The Committee recommends the remuneration to be paid to Managing Director, Whole-time Director, KMP and Senior Management Personnel to Board for their approval. The Committee ensures that:
• The level and composition of remuneration so determined shall be reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management of the quality required to run the company successfully;
• The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
• Remuneration to Directors, KMP and Senior Management Personnel involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
(a1) Managing Director/ Whole-time Director(s)
Besides the above criteria, the Remuneration/ compensation/ commission etc to be paid to Managing Director, Whole-time Director(s) etc shall be governed as per provisions of the Act read with Schedule V and rules made there under or any other enactment for the time being in force.
(a2) Non-Executive Independent Directors
The Non-Executive Independent Directors may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof, reimbursement of expenses for participation in the Board and other meetings and profit related commission if so decided and approved by the Board/ Members as per the provisions of the Act.
Provided that the amount of such fees shall not exceed the amount as prescribed under the Act read with the rules made there under or any other enactment for the time being in force. Further, independent director shall not be entitled to any stock option. The Non-Executive Independent Directors may be paid remuneration for services rendered in any other capacity and/or any other specific assignment given by the Company from time to time. The remuneration paid for such services shall be subject to provisions of the Act and approval of the Nomination and Remuneration Committee.
Provided that the payment of remuneration for services rendered by any such director in other capacity shall not be included in the overall ceiling prescribed under the Act read with Schedule V and rules made there under, if -
(a) The services rendered are of a professional nature; and
(b) In the opinion of the Committee, the director possesses the requisite qualification for the practice of the profession.
(a3) KMPs/ Senior Management Personnel etc.
The Remuneration to be paid to KMPs/ Senior Management Personnel shall be based on the experience, qualification and expertise of the related personnel and governed by the limits, if any, prescribed under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.
RISK MANAGEMENT COMMITTEE (RMC)
Pursuant to the provisions of clause 49 VI of the Listing Agreement, the Board of Director in their meeting held on 22nd July, 2014 has decided to constitute Risk Management Committee.
Further pursuant to amendment in the Revised Listing Agreement on 15th September, 2014, constitution of Risk management Committee (RMC) shall not be mandatory, for the time being, in respect of listed companies whose paid up equity share capital is not exceeding Rs.10 crore and Net worth not exceeding 25 crore, as on the last day of previous financial year (i.e. 31st March, 2014). As SEBI had received representations from market participants including companies and industry associations, highlighting certain practical difficulties in ensuring compliance, seeking clarifications on interpretation of certain provisions and suggesting various options to ease the process of implementation. Taking in to consideration the proposal received from Audit Committee, Board of Directors in their meeting held on 11th November, 2014 discussed the requirements of Clause 49 VI of Listing Agreement and decided that for the time being the Risk Management Committee will not to be constituted, as already the functions of RMC are performed by the Board.
Code of Conduct
(a) For Directors and Senior Management Personnel
The JHL Code of Conduct, as adopted by the Board of Directors, is applicable to Directors, senior management and employees of the Company. The Code is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct in relation to the Company's business and reputation. The Code is available on the Company's corporate website.
(b) For Prevention of Insider Trading
Securities and Exchange Board of India (SEBI) has amended SEBI (Insider Trading) Regulations, 2015 vide notification dated 15th January, 2015. The said regulations have been effective from 15th May, 2015. The Board has adopted Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading By Insiders and the same is displayed on the website of the Company. The code ensures prevention of dealing in shares by persons having access to the unpublished price sensitive information. The Company's code of conduct has been complied with by insiders.
Related Party transactions
Pursuant to Section 188 of the Companies Act, 2013, comprising of contracts or arrangements with the promoters or other companies/ entities in which the Directors are interested, are entered in the Register of Contracts and placed before Board Meeting and signed by all directors present as per section 189(1) and rule 16(1) (FORM MBP-4).
All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were on an arm's length basis and majority of those transactions were in the ordinary course of business. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website www.suryapalace.com.
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. It's for directors and employees to report concerns on unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy, to management.
Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website.. CEO Certification
The Chairman & Managing Director (CEO) of the Company has certified the compliance of Code of Conduct in respect of the Financial Year 2014-15 by the Board Members & Senior Management and the said certificate forms part of this report.
Statutory Compliance of all applicable Laws is being made by the Company and is reported to the Board in its every meeting. Further in preparation of the financial statements, all those Accounting Standards that are applicable have been complied with by the Company. Strictures
No strictures or penalties have been imposed on the Company by the Stock Exchange or by the Securities Exchange Board of India (SEBI) or by any statutory authority on any matters related to capital markets during the last three years.
Board Training and Induction
A formal letter of appointment is given to an independent director at the time of appointing, which inter alia explains the role, functions, duties and responsibilities etc. expected of him as a director of the company. The director is also explained in detail the compliances required from him under the companies Act, clause 49 of the Listing Agreement and other relevant regulations and his affirmation taken with respect to the same.
Independent Directors' Meeting
During the year under review, the Independent Directors met on feb 23rd, 2015 inter alia, to discuss:
• Evaluation of the performance of non-independent directors and the Board as a whole;
• Evaluation of the performance of the Chairman of the Company, taking into account the views of the executive and non-executive directors.
• Evaluation of quality, content and timeliness of flow of information between the management and the board that is necessary for the Board to effectively and reasonably perform its duties.
The familiarisation programme in line with the provisions of the Companies Act, 2013 and listing agreement was arranged for the Independent Directors by way of presentation, where in they were provided with the guidelines of their duties, roles, responsibilities etc. The details for the same are displayed on the website of the company www.suryapalace.com. <
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the directors individually as well as the evaluation of its committees. The performance evaluation of the Independent directors was carried out by the entire board. The performance evaluation of the chairman and the non independent directors was carried out by the independent directors.
MEANS OF COMMUNICATION
It is Jindal Hotels Ltd's belief that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. The Company disseminates information on its operations and initiatives on a regular basis.
The Company's website (www.suryapalace.com) serves as a key awareness facility for all its stakeholders, allowing them to access information at their convenience.
The quarterly, half yearly and annual results are regularly published by the Company in leading English and vernacular newspapers as per the Stock Exchange requirements viz. namely in Indian express & Financial Express (Gujarati edition). In addition, these are also submitted to the Stock Exchange in accordance with the Listing Agreement. Financial Results will be supplied through E-mail and posted to the members on demand. And now the results and other important information is also periodically updated on the Company's website viz. www.suryapalace.com
Investors may communicate with company on Email ID: email@example.com for any complaint or any other matter. Ministry of Corporate Affairs (MCA)
The Company has periodically filed all the necessary forms and documents with MCA. The Company has filed its Annual Accounts on MCA through XBRL.
. GENERAL SHARE HOLDER INFORMATION
(a) AGM Date, Time and Venue
Date and Time : Tuesday, the 22nd day of September, 2015 at 3:30 p.m
Venue Registered Office :Hotel Surya Palace Sayajigunj, Baroda ,Gujarat.
(b) Financial Calendar
Board Meeting to approve Unaudited Financial Result for Period
Quarter ending June 30, 2015 : Latest by 14th Aug, 2015
Quarter ending September 30, 2015 : Latest by 14th Nov, 2015
Quarter ending December 31, 2015 : Latest by 14th Feb, 2016
Quarter ending March 31, 2016 : Latest by 30th May, 2016
Audited Results for the whole F.Y. 2015-16
(c) Date of Book Closure : 15th September, 2015 to 22nd September, 2015 (Both days inclusive)
(d) Dividend payment dates on or after 24th September, 2015
(e) Listing on Stock Exchange : At Bombay Stock Exchange Ltd. Listing Fees have been paid forF Y 2015-16
(f) Stock Code for Equity Shares (BSE) 507981
(g) Demat ISIN No in NSDL & CDSL INE 726 D01016
(i) Outstanding ADRs/GDRs etc : Not Applicable (j) Hotel Location Surya Palace Hotel, Sayajigunj, Baroda – 390 020
(k) Address for Correspondence Registered Office: Hotel Surya PalaceSayajigunj, Baroda,
Gujarat. Email: firstname.lastname@example.org CIN: L18119GJ1984PLC006922 Office of Registrar & Share Transfer Agent i.e. MCS Share Transfer Agent Ltd. 10, Aaram Apartment,12, Sampatrao Colony, Behind Laxmi Hall, Alkapuri, Baroda- 390007. Email: email@example.com
Registered Office: Hotel Surya PalaceSayajigunj, Baroda, Gujarat. Email: firstname.lastname@example.org CIN: L18119GJ1984PLC006922 Office of Registrar & Share Transfer Agent i.e. MCS Share Transfer Agent Ltd. 10, Aaram Apartment,12, Sampatrao Colony, Behind Laxmi Hall, Alkapuri, Baroda- 390007. Email: email@example.com
Registrar and Share Transfer Agents &Share Transfer System:
The entire share transfer process, physical as well as dematerialised, is being handled by the Company's Registrar and Share Transfer Agents viz. MCS Share Transfer Agent Ltd., Share Transfer in physical form can be lodged either with the Registrars & Share Transfer Agents OR at the Registered Office of the Company. Share Transfer requests received are attended within fortnight. All requests for de-materialization/re-materialization of shares are processed and confirmation is sent to the depositories by the Registrars & Share Transfer Agents of the Company generally within 15 days from the date of the receipt thereof. The Company representatives regularly visit the office of the Registrars and Share Transfer Agents to monitor the process, supervise and ensure that there are no unusual delays or lapses in the system. Stakeholder Relationship Committee meets, depending on volume of share transfer and dematerialization request.
10. Secretarial Audit
In keeping with the requirements of the SEBI and the BSE, a secretarial audit to reconcile the share capital with National Securities Depository Services Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital by Practicing Company Secretary, M/s. Jayesh Vyas & Associates (F.C.S.:5072 & C.P.:1790) is undertaken every quarter.
• No pledge has been created over the Equity Shares held by the Promoters as on March 31, 2015.
• Dividend @ Rs. 0.80/- per share of Rs.10/- each has been recommended by the Board of Directors on the Equity Shares which shall be paid/ distributed on and from 24th September, 2015 upon its approval by the Members in the ensuing 30th Annual General Meeting.
11. Report on Corporate Governance
The Company regularly submits to the BSE, within the prescribed period, quarterly reports on Corporate Governance.
The Company complied with all the mandatory requirements of Clause 49 of the Listing Agreement on Code of Corporate Governance.
12. Non-M andatory Requirements
The Board may consider adopting the non-mandatory requirements in due course of time.
13. Audit Qualifications
During the year under review, there were no audit qualifications in the Company's financial statements. The Company continues to adopt best practices to ensure a regime of unqualified financial statements.