REPORT ON CORPORATE GOVERNANCE
(As required by clause 49 of the Listing Agreement of the Stock Exchanges)
I. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Your company possesses an ethical mindset about the values of good Corporate Governance. For JOLLY PLASTIC INDUSTRIES LIMITED, Corporate Governance stands for responsible and value creating management and control of the Company. The company's policies and practice are not only consistent with the statutory requirement but also underline its commitment to operate in the best interest of its stakeholders.
JOLLY PLASTIC INDUSTRIES LIMITED is committed to maintain highest standards of ethical behaviour and makes an honest endeavour to uphold the attributes of transparency, independence, accountability, responsibility and growth in all aspects of its operations.
II. BOARD OF DIRECTOR
Your board has an Executive Chairman and the number of Independent Directors is half of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement.
The management of the company is entrusted in the hand of the key management personnel of company and is headed by the Managing Director, who functions under the supervision and control of the board. The board reviews and approves strategy and oversees the action and result of management.
None of the Independent Director has any other material pecuniary relationship or transaction with the company, its promoters and its directors which, in their judgement would affect their independence. As on year ended 31st March 2014, the Board had strength of four directors.
III. COMMITTEES OF THE BOARD
A) AUDIT COMMITTEE
The audit committee of the company was constituted to exercise power & discharge functions as stipulated in section 177 of the Companies Act, 2013 (Corresponding to section 292A of the Companies Act, 1956), Clause 49 of the listed agreement with Stock Exchange and other relevant statutory / regulatory provision.
The Audit Committee comprises following three members having strong background in financial management:-
Mr. Shyam Mohan Mittal : Chairman (Managing Director)
Mr. Kishore Saxena Member : (Independent & Non-Executive)
Mr. Braj Mohan Singh Member: (Non-Executive)
Meetings of the Audit Committee:
Four meetings of committee were held during the year on 30/05/2013, 10/08/2013, 14/11/2013 and 14/02/ 2014. All the members of the committee were present in the meetings held during their respective tenure.
Role of Audit Committee:
The Audit Committee of the Company, inter-alia, provides assurance to the Board on the existence and adequacy of effective internal control systems. Brief description of the terms of reference to the Audit Committee: -
a) Oversight of the Company's financial reporting process and the disclosure of its financial information.
b) Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment of any other services.
c) Reviewing and recommending the appointment and removal of managerial personnel, fixation of remuneration and also approval for payment for any other services as recommended by the Remuneration Committee.
d) Reviewing with management of the annual financial statements before submission to the board, focusing primarily on:
e) Any changes in accounting policies and practice.
f) Major accounting entries based on exercise of judgment by management.
g) Qualifications in draft audit report.
h) Significant adjustments arising out of audit.
i) The going concern assumption.
j) Compliance with accounting standard.
k) Any related party transactions of the company of material nature, with Promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.
l) Reviewing with the management, external and internal auditors, and the adequacy of internal control systems.
m) Reviewing the adequacy of internal audit functions.
n) Discussion with internal auditors on any significant findings and follow-up there on.
o) Reviewing the findings of any internal investigations by the internal auditors into the 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. p) Discussion, with external auditors before the audit commences, of nature and scope of audit as well as has post-audit discussion to ascertain any area of concern. q) Reviewing the Company's financial and risk management Policies. r) To look into the reasons for substantial defaults in the payment to the creditors. s) To consider and review any other matter as may be directed by the Board.
b) INVESTORS /SHAREHOLDERS GRIEVANCE COMMITTEE
The Company has formed the Shareholders Grievances/ Share Transfer Committee, constituted by the Board, to approve inter- alias transfer/ transmission of shares, issue of duplicate share certificates, approving the split and consolidation requests and other matter including Shareholder's complaints and grievances. The Committee also reviews the periodicity and effectiveness of the Share transfer process, statutory certifications.
The composition of the Shareholders Grievances / Share Transfer Committee is as under:
Mr. Shyam Mohan Mittal Chairman (Managing Director)
Mr. Kishore Saxena Member (Independent & Non-Executive)
Mr. Braj Mohan Singh Member (Non-Executive)
The Committee meets at least twice a month to approve transfer requests received from the investor during the previous week to ensure prompt delivery of securities to the shareholders.
The Minutes of the Committee Meeting are placed at the Board meeting from time to time. The Board has authorized the Share transfer Committee and the Company Secretary severally to approve the transfer of shares. During the year, all the Complaints of the Shareholders were resolved to the satisfaction of the shareholders.
IV. COMPLIANCE OFFICER OF THE COMPANY
Mr. Shyam Mohan Mittal, Managing Director is the Compliance Officer for complying with the requirements of the Listing Agreement with the Stock Exchanges.
VI. CODE OF CONDUCT
The Company is committed to conduct business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.
The Company believes that a good corporate governance structure would not only encourage value creation but also provide accountability and control systems commensurate with risks involved.
The code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them.
Transactions with related parties, as per requirements of Accounting Standard 18, are disclosed in Annexure to the Notes to Accounts. These are not in conflict with the interest of the Company in view of the following:
a) All details relating to financial and commercial transactions wherein Directors may have a potential interest are provided to the Board and the interested Directors neither participate in the discussion nor do they vote on such matters.
b) These are at prices which are reasonable, having regard to the prevailing market prices at the relevant time.
The Company has complied with all the requirements of the Listing Agreements with the Stock Exchanges. There has not been any non-compliance and penalty; structure has been imposed on the company during the last three years by SEBI or Stock Exchanges and fully complied with all the mandatory requirements of Clause 49.
VIII. MEANS OF COMMUNICATION
Quarterly Results are published in prominent newspaper. Management Discussions and Analysis Forms part of the Annual Report in a separate section. The Company has not made any formal presentation to the Institutional Investors during the year.
IX. GENERAL SHAREHOLDER INFORMATION
Financial Year : 1st April, 2013 to 31st March, 2014
32nd Annual General Meeting : On Tuesday 30th September, 2014 at 10:00 AM at 7, Sidhi Vinayak, Shivshakti Complex, KantaStri Vikas Gruh, Main Road Pujara Plot, Rajkot - 360 002 (Gujrat)
Financial Year : 1st April, 2013 to 31st March, 2014
1st Quarterly Results : 10/08/2013
2nd Quarterly Results : 14/11/2013
3rd Quarterly Results : 14/02/2014
4th Quarterly Results : 30/05/2014
Date of Book Closure : September 24, 2014 to September 30, 2014 (both days inclusive)
Dividend Date : Not Applicable
Listing on Stock Exchange : The company is listed in following exchanges:
1) Bombay Stock Exchange
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 022
The Equity shares of the company are actively traded at BSE with Scrip code-(523722) in the 'B' Group.
X. REGISTRAR AND SHARE TRANSFER AGENT M/s. SKYLINE FINANCIAL SERVICES LIMITED
Unit: Svam Software Ltd D-153A, Okhla Industrial Area, Phase-I, New Delhi-110020 Telephone No: 011-6473281-88 E-mail Address: firstname.lastname@example.org
XI. SHARE TRANSFER SYSTEM
M/s. Skyline Financial Services (P) Ltd. acts as Registrar and Transfer Agent for the company. M/s Skyline Financial Services has a dedicated management team comprising professional qualified managers who are possessing vast experience in handling the share transfer work. The organization has a proven track record and is committed to maintain quality to service of the highest standards and also handling capacity with a commendable flexibility to quickly upgrade the capacity at shorter notice.
Share transfers are registered within maximum of 15 days from the date of lodgement of the documents which are complete in all respects. In case the shares are transferred through Demat mode, the procedure is adopted as stated in Depositories Act, 1996.
The company obtains a half yearly certificate of compliance from the Company Secretary in Practice for compliance of the share transfer formalities, as required under Clause 47 of the Listing Agreement and file copy of the certificate with stock exchanges is obtained.
DEMATRIALISATION OF SHARES
The Company's shares are tradable compulsorily in electronic form. The Company has established through its Registrar and Share Transfer Agents, connectivity with National Securities Depository Ltd (NSDL) and Central Depository Services (I) Ltd (CDSL). As on 31st March, 2014 the 83.37% equity shares have been dematerialized.
Investors may address any correspondence to: Mr. Shyam Mohan Mittal (Compliance Officer) Jolly Plastic Industries Limited 508, Arunachal Building, Plot No.-19, Barakhamba Road, New Delhi - 110001 E-mail : email@example.com Website : www.jollyplasticindustries.com