REPORT ON CORPORATE GOVERNANCE
The Directors present the Company's Report on Corporate Governance for the year ended March 31, 2015.
Your company has complied in all material aspects with the features of Corporate Governance Code as per Clause 49 of the Listing Agreements with the Stock Exchanges.
The Status of the Corporate Governance Code of the Listing Agreement by Jindal Poly Films Ltd (JPFL) is given below:-
1. Company's Philosophy on Corporate Governance
Stakeholder value, profitability and growth by being a financially strong, customer friendly, progressive Organisation."
Openness and transparency Integrity and Honesty Dedication & Commitment Creativity and teamwork Mutual Trust & Appreciation Pursuit of Excellence
2. Governance Structure
The Corporate Governance structure of Jindal Poly Films Limited is as follows:
1. Board of Directors: The Board is entrusted with the ultimate responsibility of the management, directions and performance of the company.
2. Committee of the Board: the Board has constituted the following Committees Viz. Audit Committee, Remuneration and Nomination Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee.
3. Board of Directors
JPFL has a broad based Board of Directors with three Non-promoter Executive Directors, One Non-promoter Non-Executive Director and two Non-promoter & Non- Executive Independent Directors. The Board has regular Chairman.*
The members of the Board possess adequate experience, expertise and skills necessary to manage the affairs of the company in the most efficient manner
No Director has any pecuniary relationship with the Company except to the extent of receipt of sitting fees for meetings of the Board/Committee(s) of Directors attended by them and their remuneration as approved by the Board and shareholders. No Director is related to any other Director on the Board in terms of the definition of 'relative' given under the Companies Act, 2013.
As mandated by Clause No.49, all the Independent Directors on the Company's Board are Non-Executive and:
• Apart from receiving sitting fees to attending the meeting, do not have any material pecuniary relationships or transactions with the Company, its promoters, its Directors, its Senior Management, its Subsidiaries and Associates, which may affect independence of the Directors.
• Are not related to promoters or persons occupying management positions at the Board level or at one level below the Board.
• Have not been an executive of the Company in the immediately preceding three financial years of the Company.
• Are not partner or executive or were not partner or executive of the Statutory Audit Firm or the Internal Audit Firm and Legal Firms or Consulting Firms, which have material association with the Company.
• Are not material suppliers, service providers or customers or lessors or lessees of the Company, which may affect independence of the Directors.
• Are not substantial shareholders of the Company, i.e. do not own two percent or more of the block of voting shares.
• Have furnished a declaration at the time of their appointment and also annually, that they satisfy the conditions of their being independent as laid down under Clause No.49 of the Listing Agreement.
• All such declarations are placed before the Board.
Information supplied to the Board
For every Board Meeting the agenda papers along with explanatory notes are distributed in advance to the Board Members. The Company place before the Board the Minutes of Committees of the Board, Annual Operating Plans, Budgets and all other information including those specified under clause 49 of the Listing agreement.
Compliance reports of all applicable laws to the Company
The periodical reports are being taken by the Company Secretary from all concerned executives of the Company with regard to compliance of all laws applicable to the Company including steps taken by the Company to rectify instances of noncompliances, if any, and the same are present before the Board for its review.
Attendance of Directors at the Board Meetings and Annual General Meeting
The Board of Directors of the Company met thirteen times during the financial year 2014-15 on the following dates: 25/04/2014, 30/05/2014, 05/06/2014, 19/07/2014, 13/08/2014, 20/09/2014, 14/11/2014, 29/12/2014, 12/01/2015, 11/02/2015, 17/03/2015, 24/03/2015, 30/03/2015
4. Independent Directors Meeting :
As stipulated in the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate Meeting of the Independent Directors of the Company was held on 24th March, 2015 to review the performance of Non-Independent Directors and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness
of the Flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. All the Independent Directors have attended the meeting.
5. Familiarization Programme for Directors:
Board members have access the necessary documents / brochures, Annual Reports and internal policies and at request required information is provided to enable them to familiarize with the Company's procedures and practices.
6. Committee of Directors
The following Committees of the Board of Directors of the company have been constituted:
a) Audit Committee
The Audit Committee consists of two independent Directors and one Executive Director as on 13th August, 2015 viz.
i) Mr. R.K. Pandey, Chairman
ii) Mr. Anil Goel, Member
iii) Mr. Sanjay Mittal, Member
Mr. Sanjeev Kumar, Company Secretary acts as Secretary to the Committee w.e.f 20/09/2014. The Term of Reference of the Committee are in conformity with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreements with the Stock Exchanges. The broad terms of reference of Audit Committee are as under:-
• Review of Quarterly/Half Yearly Un-audited /Annual Results.
• Review of Quarterly Internal Audit Report and Internal Control Systems.
• Review with Internal Auditors and significant findings and follow up thereon.
• Recommending the appointment/re-appointment of Auditors, fixation of Audit Fees.
• Review of Annual Financial Statements.
• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.
• Review and monitor the auditor's independence and performance and effectiveness of audit process.
• Approval of transaction with related parties.
• Review the functioning of the Whistle Blower mechanism.
• Scrutiny of inter-corporate loans and investment.
During the financial year Audit committee met ten times and the gap between two meetings did not exceed four months. The date on which audit committee meetings were held were: 30/5/2014, 19/07/2014, 13/08/2014, 14/11/2014, 29/12/2014, 12/01/2015, 11/02/2015, 17/03/2015, 24/03/2015, 30/03/2015. Necessary quorum was present at the above meetings. Mr. Sanjay Mittal and Mr. R.K. Pandey, members of audit committee were present at the Annual General Meeting of the Company held on 20th September, 2014.
(b) Stakeholders Relationship Committee
The Board has constituted a Shareholders Committee (known as Stakeholders Relationship Committee w.e.f 20/09/2014) which monitors share transfers, transmissions, splits, consolidation and also redressal of shareholders and investor grievances. All shares are transferred within 15 days from the date of receipt. Investor grievances are resolved to the extent possible within one week. The committee consists of following directors as on 13th August, 2015.
i) Mr. Anil Goel, Chairman
ii) Mr. Hemant Sharma, Member
iii) Mr. Sanjay Mittal, Member
Mr. Sanjeev Kumar, Company Secretary, is the Compliance Officer.
The total number of shares transferred during the year 2014-15 were 1600 Equity Shares and rejection for transfers were 2100 Equity Shares.
The total number of complaints received during the year 2014-15 were 39 and as on 31/03/2015, there was NIL complaint pending.
During the year total 8 Meetings were held.
(c) Corporate Social Responsibility Committee (CSR)
Pursuant to Section 135 of the Companies Act, 2013, the Corporate Social Responsibility (CSR) Committee was constituted on 20/09/2014, which comprises of following directors as on 13th August, 2015:
i) Mr. R K Pandey, Chairman
ii) Mr. Anil Goel, Member
iii) Mr. Sanjay Mittal, Member
Details about CSR activities are mentioned in Directors' Report.
1. Mr Jagdish Prasad Mohta was member of Committee upto 14/11/2014.
2. Mr Rashid Jilani was member of Committee till 30/03/2015.
During the year Committee members met once on 24th March, 2015 and all members were present.
(d) Remuneration and Nomination Committee
The Remuneration and Nomination Committee comprises of Following Directors as on 13th August, 2015:
i) Mr. R K Pandey, Chairman
ii) Mr. Anil Goel, Member
iii) Mr. Hemant Sharma, Member
Meeting and Attendance
The Remuneration and Nomination Committee met two times during the year on 12th January, 2015 and 24th March, 2015. The necessary quorum was present for all Meetings. The Chairman of the Remuneration and Nomination Committee was present at the Annual General Meeting of the Company.
Mr. Rashid Jilani was member of Committee upto 30th March, 2015.
The Non-Executive Directors are paid sitting fees for attending the meetings of Board of Directors, Audit Committee, Nomination and Remuneration Committee and CSR Committee. The Company do not pay sitting fees for Stakeholders Relationship Committee meetings. The remuneration of Executive/ Whole-time Directors are approved at the meetings of Board of Directors of the Company and by shareholders.
During the year no Resolution was passed through Postal Ballot Process.
8. Subsidiary Companies:
All subsidiary companies of the Company are Board managed with their Boards having the rights and obligations to manage such companies in the best interest of their stakeholders.
The minutes of Board Meetings of the unlisted Indian subsidiary companies are placed before the Company's Board.
The Company has non-listed Indian Subsidiary Companies i.e Jindal Films India Ltd. and Global Nonwoven Ltd. These companies do not fall under the category of 'material unlisted company' under Clause 49(V) of Listing Agreement.
9. Board Procedure
The Board Meetings of the Company are convened by the Company Secretary on the direction of the Chairman/Whole-time Director. Sufficient notice in writing is given to all Directors for the Board Meetings and/or other Committee Meetings.
All important matters concerning the working of the Company alongwith requisite details are placed before the Board.
10. Compliance Certificate
Compliance Certificate for Corporate Governance from Auditors of the Company is annexed herewith
A. On materially significant related party transactions
No transaction of material nature has been entered into by the company with Directors or Management and their relatives etc. that may have a potential conflict with the interest of the company. The Register of contracts containing transactions, if any, in which Directors are interested, is placed before the Board regularly.
Transactions with the related parties are disclosed as required by Accounting Standard (AS-18) in the notes to the accounts in this Annual Report.
B. Details of non-compliance by the Company, penalties and strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on the matter related to capital markets, during the last three years.
No penalty or strictures have been imposed on the Company by any Stock Exchange or SEBI or any Statutory Authority on any matter related to capital markets during the last three years, except fine of Rs. 40,000/- imposed by BSE and NSE (separately) on account of late-submission (by 8 working days) of financial results for the quarter ended 31st December, 2013 within the stipulated time as prescribed in clause 41 of the listing Agreement entered with stock exchange. The said financial results was submitted on 24th February 2014.
C. Disclosure of Accounting Treatment
No differential treatment from the prescribed accounting standard is followed in preparation of financial statements
D. Whistle Blower Policy
The company has adopted a proper procedure in this regard. Employees can report to the management their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. Further, no personnel has been denied access to the Audit Committee.
E. Disclosures of Risk Management
The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures.
F. Proceeds from public issue, rights issue, preferential issue, FCCB issue
During the year, the Company has not raised any funds from public issue, rights issue, preferential issue and FCCB issue.
G. Particulars of Directors to be appointed/re-appointed.
Information pertaining to particulars of Directors to be appointed and re-appointed at the forthcoming Annual General Meeting is being included in the Notice convening the Annual General Meeting.
H. Management Discussion and Analysis.
A Management Discussion and Analysis Report forms part of the Annual Report.
I. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause.
The Company has complied with all the mandatory requirements on the report of corporate governance. The Company has not adopted the non-mandatory requirements as specified in annexure ID of the Listing agreement.
J. Code of Conduct for Directors and Senior Executives
In line with the clause 49 of the listing agreement, the Company has adopted a Code of Conduct for its Directors and Senior Executives. The Code has also been posted on the Company's website.
K. Certificate of code of conduct Declaration
This is to certify that the Company has laid down a code of conduct (the code) for all Board Members and senior management personnel of the Company and a copy of the code is put on the web site of the Company viz. www. jindalpoly.com .
It is certified further that the Directors and Senior Management have affirmed their compliance with the code for the year ended 31st March, 2015.
L. Review of Directors' Responsibility Statement.
The Board in its Report to the Members of the Company have confirmed that the Annual Accounts for the year ended March 31, 2015 have been prepared as per applicable Accounting Standards and policies and that sufficient care has been taken for maintaining adequate accounting records.
M. CEO/CFO Certification
The Whole-time Director and the Chief Financial Officer of the Company have give, an annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement at its meeting held on 30th May, 2015.
N. Means of Communication
This is being done through submission of quarterly results to the stock exchanges in accordance with the listing agreement and publication in the leading newspapers like Business Standard (English and Hindi editions). Press releases are also issued time to time. The quarterly financial result and press release about the Performance of the Company are also filed with stock exchanges and displayed on company's website www.jindalpoly.com .
12. General Shareholder Information.
a) Annual General Meeting
- Date and Time: Tuesday, 29th September, 2015 at 11.30 AM.
- Venue: 19th K.M. Hapur-Bulandshahr Road, P.O.: Gulaothi, Distt. Bulandshahr, (U.P.)
b) Financial Calendar
i) Quarterly Financial Reporting (Tentative & subject to change)
Quarter ended June 30, 2015, reported on 13th August, 2015
Quarter ending September 30, 2015 Second week of November, 2015
Quarter ending December 31, 2015 Second week of February, 2016
Quarter ending March 31, 2016 Last week of May 2016
ii) Annual General Meeting
(For the year ending March 31, 2016) In August/September 2016.
c) Date of Book Closure
22.09.2015 to 29.09.2015 (both days inclusive).
d) Listing on Stock Exchange & Stock Code:
i) National Stock Exchange of India Ltd., (NSE)
"Exchange Plaza" Bandra - Kurla Complex, Bandra - East, Mumbai - 400 051
Trading Symbol - JINDALPOLY
ii) BSE Limited,(BSE)-
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 00,
Scrip Code - 500227
iii) ISIN (for dematerialized shares):
e) Payment of Listing Fee:
The Company has paid in full the Annual listing fees to the Stock Exchanges for the year 2015-16.
g) Registrar and Share Transfer Agents:
Karvy Computershare Pvt. Ltd.
Karvy Selenium Tower B, Plot number 31 & 32 Financial District, Nanakramguda, Serilingampally Mandal Hyderabad - 500032, India
Ph. : +91 040 6716 1518 email@example.com Website: www.karvycomputershare.com
h) Share Transfer System:
The shares sent for physical transfer are registered within a period of 15 days from the date of receipt, provided the documents are clear in all respects.
The power has been delegated to company Secretary to give effect the transfer of shares upto 1000 Shares. If, quantity is more than 1000 shares, the Stakeholders Relationship committee approves as required.
k) Dematerialisation of Shares as on 31st March, 2015
4,16,69,4707 shares (99.16% of the total number of shares) are in dematerialized form. The company's share are compulsorily traded in dematerialized form.
l) Plant Locations
1. 19th K.M. Hapur-Bulandshahr Road, P.O. Gulaothi,Distt. Bulandshahr (U.P.)
2. 28th K.M., Nasik-Mumbai Highway, Vill. Mundegaon, Igatpuri Distt. Nasik, Maharashtra.
3. 160/17, Amboli Road, Vill. Kala, Khanvel, Silvassa (UT of D&N)
m) Address for Correspondence
Mr. Sanjeev Kumar Company Secretary
Plot No. 12, Sector B-1, Vasant Kunj, Local Shopping Complex New Delhi -110070.
Tel : 91-11-26139256 Fax : 91-11-26125739
e-mail: firstname.lastname@example.org Website.: www.jindalpoly.com