REPORT ON CORPORATE GOVERNANCE FOR THEYEAR 2014-15
The Company has been following High standards of Corporate Governance Principles, Policies and Practices over the years.
I. JMT'S GOVERNANCE POLICY:
The company's philosophy on corporate governance is marked by the following fundamental principles:
Ethical and Disciplined Corporate Behavior. Independent and Considered Judgment. Parity between Accountability and Responsibility. Transparency and effective and Adequate disclosures.
The company believes that all its operations and actions must serve the underlying goal of enhancing overall enterprise value and safeguarding the shareholders' trust. In our commitment to practice sound governance principles, we are guided by the following core principles:-
Code of Conduct and Ethics for Directors and Senior Management
Improving Quality and Frequency of Information Flow to the Board, Audit Committee to enable them to discharge their functions effectively.
A Sound System of Risk Management and Internal Control
Transparency and Accountability.
Compliance with all Rules and Regulations.
Sound policy on prevention of InsiderTrading.
Develop processes for various disclosure and reporting requirements.
In view of the revised Clause 49 of the Listing Agreement with Stock Exchanges, the Company continuously follows the procedure of Corporate Governance for ensuring and protecting the rights of its shareholders by means of transparency, integrity, accountability, trusteeship and checks at the different levels of the management of the Company.
II. BOARD OFDIRECTORS
a. As on March 31, 2015, the Company has seven directors. Of the seven directors, six (i.e. 85.71%) are nonexecutive directors and three (i.e. 42.85%) are independent directors. The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges.
b. None of the directors on the board hold directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he/she is a director. Necessary disclosures regarding committee positions in other public companies as on March 31, 2015 have been made by the directors. None of the directors are related to each other.
c. Independent directors are non-executive directors as deuned under Clause 49(II)(B)(1) of the Listing Agreements entered into with the Stock Exchanges.
d. The maximum tenure of the independent directors is in compliance with the Companies Act, 2013 ("Act"). All the Independent Directors have conurmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act.
e. The names and categories of the directors on the board, their attendance at board meetings held during the year and the number of directorships and committee chairmanships/memberships held by them in other public companies as on March 31, 2015 are given herein below.
f. Other directorships do not include directorships of private limited companies, Section 8 companies and of companies incorporated outside India. Chairmanships / memberships of board committees shall include only audit committee and stakeholders' relationship committee.
g. During the year 2014-15, information as mentioned inAnnexureXto Clause 49 of the Listing Agreements has been placed before the board for its consideration.
h. The terms and conditions of appointment of the independent directors are disclosed on the website of the Company.
I . The Board periodically reviews compliance reports of all laws applicable to the Company, prepared by the Company.
The Company's policy is to maintain an optimum combination of Executive & Non-executive directors and in conformity with Clause 49 of the Listing Agreement entered into with the stock exchanges.
The annual calendar of meetings is agreed upon at the beginning of each year. Meetings are governed by a structured agenda. The Board members in consultation with the chairman may bring up any matter for the consideration of the
Board. All major issues included in the agenda are backed by comprehensive background information to enable the Board to take informed decisions.
ATTENDANCE RECORD OF DIRECTORS
The Board comprised six members including one Whole Time Director, two Executive Directors (ED) and two Independent Directors, till 27th March, 2015. After which a woman director was appointed as an independent director thereby increasing the strength of the Board to seven
III. COMMITTEESOF THE BOARD
In compliance to the amended Clause 49 of the Listing Agreement, the Board ofDirectors has constituted the following committees of the Board. The Board determines the terms ofreference of the Board Committees from time to time. The respective Committee Chairman convenes meetings of the Board Committees. Minutes of the Committee meetings are placed before the Board for perusal and noting. The quorum formeetings ofall the Committees is either two members or one-third of the members of the Committees, whichever is higher. Each committee has the authority to engage outside experts, advisers and counsel to the extent it considers appropriate to assist it in its work.
The role of the Audit Committee has been strengthened and all major changes in financial policies are reviewed or approved by this Committee.
The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements entered into with the stock exchanges read with Section 177 of the Act, comprising the following directors:
Mr. Sanjay Chhabra - Non-Executive Independent Director- Chairman
2. Mr. Ashok Mittal - Non-Executive Independent Director
3. Mr. Gautam Malhotra - Non-Executive Director
All the members of the Audit Committee are financially literate. Mr. Sanjay Chhabra, Non-Executive Independent Director of the Company is the Chairman of the Audit Committee is a Financial Expert. The Finance Head attends the meeting of Audit Committee and the Company Secretary acts as the Secretary to the Audit Committee. The committee also invites Senior Accounts Managers, as it consider appropriate to be present at the meeting of the committee. The terms of reference of Audit Committee are quite comprehensive and include all that is mandated under clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The Chairman of the erstwhile Audit Committee was present at the last Annual General Meeting to answer shareholders queries.
TERMS OF REFERENCE
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 to be included in the Board's report in terms of clause (c) of sub-section 3 of section134 of the Companies Act, 2013
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 statements
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.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitorthe 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 there on;
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, shareholders (in case of non-payment 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 mentioned in the terms of reference of the Audit Committee.
21. To mandatorily review the following information:
i. Management discussion and analysis of financial condition and results of operations;
ii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
iii. Management letters/letters of internal control weaknesses issued by the statutory auditors;
iv. Internal audit reports relating to internal control weaknesses; and
v The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
22. The audit committee invites executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the secretary to the audit committee.
AUDIT COMMITTEE MEETINGS ANDATTENDANCE
The Audit Committee met 4 (four times) on the following dates during the Financial Year 2014-15. 8th May, 2014,14th November, 2014 30th July, 2014,12th February, 2015
NOMINATION & REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements entered into with the stock exchanges read with Section 177 of the Act, comprising the following directors:
1. Mr. Ashok Mittal- Non-Executive Independent Director- Chairman
2. Mr. Sanjay Chhabra -Non-Executive Independent Director
3. Mr. Anubhav Dham- Non-Executive Director
i. 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;
ii. Formulation of criteria for evaluation of Independent Directors and the Board;
iii. Devising a policy on Board diversity;
iv. 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 shall disclose the remuneration policy and the evaluation criteria in its Annual Report;
v Carry out evaluation of every director's performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors;
vi. Recommend to the board the remuneration policy for directors, executive team or key managerial personnel as well as the rest of the employees
REMUNERATION TO DIRECTORS
There are no stock options available /issued to any of the Promoter-Directors of the Company and this does not form a part of their contract with the Company. The erstwhile Non-Executive Independent Directors of the Company namely Mr. Ashok Mittal and Mr. Sanjay Chhabra did not hold any shares of the company as on 31.03.2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises of:
1. Mr. AnubhavDham*-Non-Executive Director- Chairman
2. Mr. Sanjay Tiku- Executive Director
3. Ms. Mona K Bahadur- Company Secretary
* Mr. AnubhavDham resigned from Directorship of JMT w.e.f 20th April, 2015 and was replaced by Mr. Aditya Malhotra as the Chairman of the Committee.
Mr.AnubhavDham, Non-Executive Director of the company is the Chairman of the Committee. The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with the transfer of securities of the Company. The Committee also looks into redressal of shareholders 'complaints related to transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividend etc. The Committee oversees performance of the Registrar and Share Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.
The Committee also monitors the implementation and compliance of the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading Regulations), 1992. The Board has delegated the power of approving transfer of securities to the Managing Director and the Company Secretary.
During the financial year 2014-2015, Ms. Mona KBahadurwas the Compliance Officer for complying with the requirements of the SEBI (Prohibition of Insidertrading) Regulations, 1992 and the Listing Agreement with the Stock Exchanges in India.
During the year ended 31st March, 2015, the Stakeholders Relationship Committee held 11 (Eleven) meetings on April 3,2014, May 5, 2014, June 4,2014, July 3,2014,August 3,2014, September 3,2014, October 1, 2014, November 4, 2014, December 3, 2014, January 4, 2015, February 3, 2015 and the transfers and other requests of the security holders were duly discussed and approved by the members of the committee
a) Materially significantrelated party transactions, which may have potential conflicts with the interests of the Company at large. - None, except for the transactions specified in Note 37 to the Financial Statement.
b) Details of non-compliances, penalties, strictures by Stock Exchanges/ SEBI/ Statutory Authorities on any matter related to capital markets during the last three years.- None
c) Pecuniary relationships or transactions with Non-Executive Directors.- None
COMPLIANCE CERTIFICATE OF THE AUDITORS
Certificate from the Statutory Auditors of the Company M/s A C Gupta & Associates confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.
CEO & CFO CERTIFICATION
The CEO and CFO of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49. The Certificate is annexed hereto and forms part of the Annual Report.
CODE OF CONDUCT
The Code of Conduct which has been formulated and implemented for all Board members and Senior Management of the company is in compliance with Clause 49 of the Listing Agreement. All Board members and senior management personnel has affirmed compliance of the "Code of Conduct for members of the Board and Senior Management" for the period in terms of Clause 49(ID)(I) of the Listing Agreement with the Stock Exchanges.
A declaration signed by the CEO & Whole Time Director is given below:
I hereby confirm that:
The Company has obtained affirmation from all the members of the Board and Senior Management that they have complied with the Code of Business Conduct and ethics for Directors and Senior Management in respect of the financial year2014-15.
Approval for Bonus Issue - Postal Ballot was conducted in the month of June-July, 2014, whereby the approval of the members was obtained for the following:-
1. Ordinary Resolution under under Section 61(1)(a) of the Companies Act, 2013 to increase the Authorised Capital from Rs. 15 Crores to Rs. 52.5 Crores,
2. Special Resolution under Section 13 & 61 of the Companies Act, 2013 for altering the Authorised Capital Clause of the Memorandum &Articles of Association of the Company.
3. Ordinary Resolution under Section 63 of the Companies Act, 2013 for Issue of Bonus Shares in the ratio 5:2 (5 bonus shares for every 2 fully paid shares held as on record date).
An E-voting facility was also made available to the Members through CDSL. The Board of Directors of the Company appointed Ms. Iqneet Kaur, Practicing Company-Secretary, as the Scrutinizer for conducting the postal ballot voting process. The result of the Postal Ballot was announced on 19th July, 2014 at the Registered Office of the Company as per the Scrutinizer's Report.
None of the resolutions proposed for the ensuing Annual General Meeting need to be passed by Postal Ballot.
MEANS OF COMMUNICATION
The Company publishes as per the Listing Agreement, the quarterly results in two widely circulated newspapers from New Delhi, namely:
English Newspaper: Financial Express. Hindi Newspaper: Jansatta
Shareholding pattern and Quarterly Financial Results are accessible on NSE and BSE website and on the officialwebsite of the company.
GENERAL SHAREHOLDERS' INFORMATION
(i) AGM date, Time and Venue
Monday, 28th September, 2015.at 09.30 A.M. at Mapple Exotica, Chattarpur, Mandir Road, Satbari nextto IIPM College, New Delhi-110074.
(ii) As required under clause 49IV(G), particulars of Directors seeking appointment/reappointment are annexed to the notice of the Annual General Meeting to be held on Monday, 28th September, 2015.
(iii) Financial Year
The Financial year of the company is from April 1 to March 31, each year.
(iv) Key Financial Reporting Dates for the year 2015-16
1. For the quarter ending June 30,2015 : On or before 14.08.2015
2. For the quarter ending Sept 30,2015 : On or before 14.11.2015
3. For the quarter ending Dec 31, 2015 : On or before 14.02.2016
4. For the year ending March 31, 2016 : On or before 30.05.2016
(v) Date of Book Closure
The Share Transfer Books and the Register of Members shall remain closed from 22nd September, 2015 to 28th September, 2015 (both days inclusive). Notice to this effecthas been sent to all Stock Exchanges where the shares of the company are listed as perthe Listing Agreement.
A. Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal street, Mumbai 400001
B. National Stock Exchange of India Ltd.
Exchange Plaza, Bandra-Kurla Complex Bandra East Mumbai-400051
Stock code: Trading Symbol
BSE : JMT Auto -513691
NSE: JMTAUTO LIMITED
Series : EQ
International Security Identification No. (ISIN) in NSDL and CDSL : INE988E01028
The listing fees for the year 2015 -16 have been paid to the above Stock Exchanges in time as per the listing Agreement.
The Company has paid custodial fees for the year 2015-2016 to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on the basis of number of beneficial accounts maintained by them as on 31st March, 2015.
REGISTRAR AND SHARE TRANSFER AGENTS
Members are requested to correspond with the Company's Registrar & Share Transfer Agents for all Share related issues at the given address:-
C B Management Services Pvt. Ltd. P- 22, Bondel Road Kolkata-700 019 Telephone: 033-40116722/40116726 Fax: (033) 2287 0263 E-mail: firstname.lastname@example.org
SHARE TRANSFER SYSTEM
96.02% of the equity shares of the Company are in electronic form. Transfers of these shares are done through the depositories with no involvement of the Company. As regards transfer of shares held in physical form the transfer documents can be lodged with the Company orthe RTAatthe above mentioned addresses.
Shares lodged for transfer at the Registrar's address are normally processed within 15 days, from the date of lodgment, if the documents are clear in all respects. The Committee of the Board and Company Secretary, under the authority of the board, approves transfers, which are noted at subsequent board meetings. All requests for dematerialization of shares are processed and the confirmation is given to the depositories within 7 days. Grievances received from members and other miscellaneous correspondence regarding change of address, mandates, etc. are processed by the Registrars within 7 days.
DEMATERIALISATION OF SHARES AND LIQUIDITY
The shares of the Company are compulsorily traded in dematerialized form as per SEBI guidelines with effect from 25th January, 2002.
The Company's shares are traded in the depository systems of both NSDL and CDSL. As on 31st March, 2015, 96.02 % of the equity capital exists under the electronic form. The equity shares of the Company are actively traded on Bombay Stock Exchange and National Stock Exchange.
The Company has the following manufacturing and operating divisions
Work Unit Description Location /Address
(D Works (Unit-I)
A-20, Phase-1IndustrialArea,Adityapur, Jamshedpur-832109
(ii) Works (Unit II & III)
C-19 &20, D-2-3, D-8-12, NS-29-34, 7th Phase, IndustrialArea, Adityapur, Jamshedpur-832109.
(iii) Work Unit-IV (Foundry)
Notandih, Kandra Chauka Main Road, Dist: Seraikela, Kharsawan
(v) Works Unit-V (Forging)
A-45, A-46,A-47, A-48(P) & M-2 At Large Sector, Gamharia.
M Works (Unit -VI)
NS-57, 7th PHASE, Industrial Area,Adityapur, Jamshedpur-832109
(v) Works (Unit -VII) Lucknow
Village - Naubasta, Kalan, Lucknow, On Line Mark (Deva to NaubastaMarg) Uttar Pradesh
(vii) Works (Unit-VIII) (Dharwad)
1. Plot No. 222, KIADB, Belur Industrial Growth Centre Dharwad-580011, Karnataka
2. Plot No. 224-A, KIADB, Belur Industrial Growth Centre, Dharwad - 580 011, Karnataka
3. Block No. 2, KIADB, Belur Industrial Estate, Garag Road, Mummigatti, Dharwad -580007, Karnataka
Transfer of shares and communication regarding share certificates, dividends and change of address and any other queries relating to the shares of the Company.
(i) Company-Secretary JMTAUTO LIMITED C-19 & 20, 7th Phase, IndustrialArea Adityapur, Jamshedpur-832109 Phone No. (0657) 662 6340 (0657) Fax 2200 749E-mail email@example.com@amtek.com
(ii) Registrar & Share TransferAgent C B Management Services Pvt. Ltd. P- 22, Bondel Road Kolkata-700 019 Telephone (033) 40116700 Fax (033) 2287 0263 E-mail firstname.lastname@example.org