24 Apr 2017 | Livemint.com

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Jord Engineers India Ltd. Accounting Policy

CORPORATE GOVERNANCE

(Pursuant to the directives issued by the SEBI, under Clause 49 of the Listing Agreement with the Stock Exchange, as amended till March 31,2011, the Report on Corporate Governance is given below)

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:

Your Company strives to attain the highest levels of transparency, accountability and equity in all facets of operations. All operations are committed to enhance shareholders value, over a sustained period of time. The main thrust by implementation of the Corporate Governance process would be to achieve the following:

Transparency and professionalism in all activities of the Company.

Implementation of procedures and policies prescribed by the Company to ensure high ethical standards in all its business activities.

 Responsive management, which meets the needs of its business associates including, lenders, shareholders, customers, suppliers and employees.

2. BOARD OF DIRECTORS:

COMPOSITION OF BOARD

Your Company has an optimum combination of Board as it consists of 03 Non-Executive Directors, out of total 05 Directors as on date forming 60% of the Board. The composition of the Board is in conformity with Clause 49 of the listing agreements entered into with the stock exchanges.

BOARD MEETINGS

The Board of Directors met Five times during financial period 1st April 2010to 31st March 2011 on May 27,2010, July 31,2010, September 14,2010, October 29,2010 and February 4,2011.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct for the Directors and Senior Management of the Company. The Code of Conduct of the Company is circulated to and acknowledged by all the Directors of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the code as on March 31, 2011. The Annual Report of the Company contains a declaration to this effect signed by the Chairman & Managing Director of the Company.

RISK MITIGATION PLAN

The Company has laid down the procedure for risk assessment and minimization, which has been reviewed by the Board of Directors and the Board of Directors, shall continue to periodically review these procedure(s).

DETAILS OF DIRECTORS BEING APPOINTED/ RE-APPOINTED

Mr. Adarsh Mohan retires by rotation at the ensuing Annual General Meeting, he being eligible has offered himself for re-appointment.

3. AUDIT COMMITTEE

During the year under review Audit Committee met Four times on May 27, 2010, July 31, 2010, October 29, 2010 and February 04, 2011

The terms of reference, role and scope are in line with those prescribed by Clause 49 of the Listing Agreement with Stock Exchange and Section 292(A) of the Companies Act, 1956.

4. SHAREHOLDERS' GRIEVANCE COMMITTEE

During the year ended 31" March 2011 Four meetings of Shareholders' Grievance Committee were held on May 27,2010, July 31,2010, September 14,2010, and February 04,2011,

The Committee oversees the redressal of Shareholders and investors' grievances/ complaints. Mr. Dharmendra Chaturvedi is the Compliance Officer of the Company. The Company is prompt in attending the complaints / queries from Shareholders/ investors. The total no. of complaints received and attended during the year 2010-11 are 93 and 88 respectively. The no. of complaints received from SEBI / Stock Exchange is 28. Out of the total complaints received, 08 complaints were pending as on 31st March 2011, which were redressed during the month of April 2011.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The cost effective measures taken by the Company have resulted in improved performance and quality of equipment supplied. Because of the improved performance the installed capacity has been better utilised and the management is confident of having improved margins from the orders on hand.

While the macro economic and industry outlook are stable and positive, the factors such as spiralling steel and energy prices, higher inflationary pressures, etc. could affectthe business environment.

The Company is fully committed to ensuring an effective internal control system and it periodically checks the adequacy and effectiveness of the internal control systems.

Your Company is a manufacturing company and the risk of the Company consists principally of fluctuating steel price, power charges and trade recoverable. The periodical monitoring and evaluation has been implemented to minimise the above inherent risks.

6. DISCLOSURES

a) There are no material significant related party transactions made by the Company with its Promoters, Directors or Management or their relatives etc. that may have potential conflict with the interest of the Company at large. The Register of contracts containing the transactions in which Directors are placed before the Board regularly for its approval, wherever required.

b) There was separate disclosure on related party transactions in the Notes to Accounts, which is forming part of the Annual Report {as per Note no. 6).

c) During the last three years there were no strictures or penalties imposed by either the SEBI or the Stock Exchanges or any Statutory Authority for non-compliance of any matter related to the Capital Markets. As the trading of the Shares of the Company at BSE has been suspended and the application for revocation is under consideration in its review committee, as such the market price data (High/ Low during each month in the period under review) was not available hence not been given in the Report.

7. MEANS OF COMMUNICATION

1) Results are sent to the Stock Exchanges by fax and courier.

2) Display of website at www.jordindia.com

3) The quarterly results are not displayed in the any official news release and no presentation made to Institutional Investors or to the Analysts.

4) Attached Annual Report.

8. SHAREHOLDER INFORMATION

I. Annual General Meeting:

17.08.2011 at: 3.00 PM at Vishal Hall, Hotel Highway Inn, Sir M.V. Road (Andheri Kurla Road) Near Railway Station, Andheri (E) Mumbai 4000 69

II. Financial Calendar (Tentative)

Financial reporting for the Qtr. ending 30.06.2011: Last week of July 2011

Financial reporting for the Qtr. ending 30.09.2011: Last week of October 2011

Financial reporting for the Qtr. ending 31.12.2011: Last week of January 2012

Financial reporting for the Qtr. ending 31.03.2012: Last week of April 2012

III. Date of Book Closure:

11th August to 17th August 2011 (both days inclusive)

IV. Dividend Payment Date:

N.A.

V. Listing of Equity Shares on Stock Exchanges at:

Mumbai

VI. Registrar and Transfer Agents:

(Share transfer and communication regarding share Certificates, dividends and change of address)

Share transfer work is done at-MCS Limited

Neelam Apt., 88, Sampatrao Colony, Baroda 390 007.

VII. Stock Code:

The Bombay Stock Exchange (BSE), Mumbai

500232

VIII Share Transfer System:

The share transfer requests are taken care, registered and returned within a period of 25 days from the date of receipt.

IX. Dematerialization

Demat Identification Code in NSDL: ISINNo. INE 666F01019

Efforts are being made to resolve pending complaints by seeking additional/ relevant information from investors. However, most of the complaints have been resolved in the subsequent period.

X. SHAREHOLDER REFERENCE:

UNCLAIMED DIVIDEND

The Company has not transferred the unclaimed dividend amounting to Rs. 0.81 Lacs (Previous year Rs.0.81 Lacs) to the Investor Education and Protection Fund (IEPF) due to non availability of reconciliation by the Share Transfer Registrars and the Bank,as per the provisions of Section 205C of the Companies Act, 1956 pertaining to the year 1994-95, which is due to be transferred to the IEPF. However the amount is lying in a separate Bank Account.

XI. DEMATERIALISATION ON 31ST MARCH 2011

The Company's Shares are in Demat form. As on 31st March 2011, dematerialised shares accounted for 34.80 percent of total equity.

XII. PLANT LOCATION:

JORD ENGINEERS INDIA LTD.

541, Ishwarpura, Asoj, Vadodara-Halol Toll Road,

Taluka: Waghodia, Dist.Vadodara-391510

XIII. ADDRESS FOR CORRESPONDENCE:

i) JORD ENGINEERS INDIA LTD. Share Department,

541, Ishwarpura, Asoj, Vadodara - Halol Toll Road, Taluka: Waghodia,Dist.Vadodara-391510

ii) MCS Limited

1st  Floor, Neelam Apartment,88, Sampatrao Colony, Baroda 390 007