REPORT ON CORPORATE GOVERNANCE 2014-2015
(As required under Clause 49 of the Listing Agreement with the Stock Exchange)
I. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:-
JOY REALTY LIMITED believes that transparent accounting policies, appropriate disclosure norms, best-in-class Board practices and consistently high standards of corporate conduct towards its stakeholders are essential forsustained corporate growth.
Corporate governance about commitment to values and ethical business conduct. The report on the Corporate Governance is to fulfill this commitment. An organization is able to attract investors, and enhance the trust and confidence of all stakeholders by following the best governance practices.
Our Governance Philosophy Is Based On The Following:-
1. Management is the trustee of the shareholders capital and not the owner.
2. Provide an enabling environment to harmonies the goals of maximizing stakeholder value and maintaining a customer centricfocus.
3. Have a simple and transparent corporate structure driven solely by business needs.
4. Communicate externally, in a truthful manner, about how the Company is running internally.
5. Make cleardistinction between personal conveniences and corporate resources.
6. Be transparent and maintain a high degree of disclosure levels in all facets of its operations.
7. Satisfy the spirit of the law and not just the letterof the law.
The Company's philosophy on Corporate Governance is thus concerned with the ethics, values and morals of the Company and its Directors, who are expected to act in the best interests of the Company and remain accountable to shareholders and other beneficiaries for theiraction.
Your Board of Directors presents the Corporate Governance Report for the year 2014-2015.
II. BOARD OF DIRECTORS:-
The Board of Directors along with its Committees provides leadership and guidance to the Company's management and direct, supervises and controls the performance of the Company.
The following table gives the attendance of the Directors at Board meetings / Last AGM of the Company and also other directorship other than the Company and Chairmanship/Membership in Board Committees of public limited companies:
During the financial year under review 6 (Six) Board Meetings were held on the following dates 20/5/2014,30/06/2014,07/08/2014,13/11/2014,05/02/2015 and 26/03/2015.
The Board has unfettered and complete access to any information within the Company which includes following information as specified in Annexure IA to the Clause 49 of the Listing Agreement mainly:
1. Annual budgets, operating plans and budgets and capital budgets,
2. Quarterly, half yearly and annual results of the Company and its operating divisions or business segments along with
3. Minutes of meetings of the Audit committee and other committee(s) of the Board,
4. Details of anyjoint venture orcollaboration agreement,
5. Investment of funds of the Company,
6. Status on legal cases,
7. Approval of related party transactions,
8. Compliance reports of laws applicable to the Company,
9. Risk management reports and presentations made by the senior management,
10. Disclosures made by the senior management personnel as to all material financial and commercial transactions
11. Where they have personal interest, and
12. All other information which is relevantfordecision making by the Board.
III. COMMITTEES OF THE BOARD:
The Committees of the board of directors focus on certain specific areas and make informed decisions in line with the delegated authority. Each Committee of the board functions according to its role and defined scope.
The Mandatory Committees are:
A. Audit Committee of Directors
B. Stakeholders Relationship Committee
C. Nomination & Remuneration Committee
A. Audit Committee of Directors:
Terms of reference and role of Audit Committee:
The Audit Committee at the Board level with powers and role that are in accordance with Section 177 of the Companies Act, 2013 and Clause 49 (II) (D) and (E) of the Listing Agreement. The Audit Committee of the Company supported by professional, inter-alia, provides reassurance to the Board on the effective internal control and compliance that ensures:
1. Reviewing 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. Recommending the appointment and removal of Internal / External Auditor, fixation of Audit fee and also approval for payment for any other expenses;
3. Reviewing with management the Annual/Half-yearly/ Quarterly financial statements before submission to the Board;
4. Reviewing with management, external and internal Auditors, the adequacy of the internal control systems;
5. Reviewing the adequacy of Internal Audit function, including reporting structure coverage and frequency of Internal Audit;
6. Discussion with External Auditors before the Audit, nature and scope of Audit, any significant findings and follow up thereon as well as post-Audit discussion to ascertain any area of concern;
7. Reviewing the findings of any internal investigations by 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;
8. To look into the reasons for substantial defaults in the payment to the depositors, shareholders (in case of nonpayment of declared dividends and creditors;
9. Related party transactions;
10. To review the matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Section 134 of the Companies Act,2013;
11. To review the Management discussion and analysis of financial condition and results of operations;
12. To recommend re-appointment of Statutory Auditors and to fix their remuneration.
During the financial year under review, 4 (Four) Audit Committee Meetings were held on the following dates 20/5/2014, 07/08/2014,13/11/2014 and 05/02/2015. The gap between two Audit Committee meetings was not more than 4 months, in compliance with the requirements of Listing Agreement. The Minutes of the meeting of Audit Committee are discussed and taken note by the Board of Directors
B. Stakeholders Relationship Committee:
The Committee has the mandate to review, redress shareholders' grievances, to approve all share transfers.
The functions of the Stakeholders Relationship Committee include the following:
• Transfer/Transmission of shares,
• Issue of duplicate share certificates,
• Monitors expeditious redressal of investors' grievances,
• Non receipt of Annual report and declared dividend,
• All other matters related to shares.
During the financial year under review, 5 (Five) Shareholders'/Investors' Grievance Committee Meetings were held on the following dates23.04.2014,08.08.2014,02.09.2014, 13.11.2014&05.02.2015.
Based on the report received from the Company's Registrars and TransferAgent, during the year ended 31st March 2015. One complaint was received and the complaint was received & the complaint was in the process of being resolved to the satisfaction of the shareholders.
C. Nomination & Remuneration Committee:
As per the Section 178 of the Companies Act, 2013, every Listed Company should constitute the Nomination and Remuneration Committee. Therefore it was proposed to change the nomenclature of the Remuneration Committee to Nomination and Remuneration Committee and the committee was re-constituted.
Further, based on the requirements of the Act and the current applicable Clause 49 of the Listing Agreement, the constituted Committee has the following terms of reference:
1. Formulate the criteria for determining qualifications, positive attributes and independence of a director.
2. Recommend to the Board a policy relating to the remuneration for the directors (including specific remuneration packages for Executive Directors including pension rights and any compensation payment), key managerial personnel and other employees. While formulating the policy, it shall ensure that-
a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;
b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c) Remuneration to directors, key managerial personnel and senior management 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.
d) Identify persons who are qualified to become directors (including independent 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. Whilst recommending appointment of Executive Directors, a balance between functional and business unit representatives may be considered.
e) Carry out evaluation of every director's performance including review of remuneration of CEOs of certain significant subsidiaries.
f) During the financial year under review, 1 (One) Meeting of Nomination & Remuneration Committee was held on the following date 26/03/2015.
The Company does not pay any remuneration to any of the Directors of the Company.
Risk Management (Assessment) Committee :-
The purpose of the Risk Management Committee shall be to formulation of risk management plans and policies of the Company, to have a credible and transparent policy in determining and accountability and to bring about objectivity in determining a balance between the interest of the company and the shareholders.
During the financial year under review, the Company held Risk Management Discussion as a part of Quarterly meetings held during the financial year on 20/5/2014, 07/08/2014, 13/11/2014 and 05/02/2015 to review the performance and working of the company as a whole.
During the financial year 2014-15, there were no transactions of material nature with the Directors or the management or relatives that had potential conflict with the interest of the Company. Further, details of related party disclosures are presented at Note No. 23-V of the Financial Statements forming part of the Annual Report. All related party transactions are negotiated at arms and length basis and are intended to further the interests of the Company.
2. The Company has complied with the requirements of the Stock Exchanges/SEBI/and other Statutory Authorities on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authorities.
3. The Company has a process in place that meets the objectives of the whistle blower policy. The Board reviews the findings and action taken on matters initiated through this mode. In the opinion of the Board there are no cases where a person was denied access to the grievance process set up by the Company.
4. The Company has been providing the Chairman of the Company with the resource required to implement his role.
5. During the year no amounts were transferred to the Investor Education and Protection Fund.
6. Adoption of non-mandatory requirements under Clause 49 of the Listing Agreement are being reviewed by the Board from time to time.
Code of Conduct:
The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors. The code is being reviewed from time to time by the Board. The said Code has been communicated to the Directors of the Company.
Trading in the Company's shares by Directors and designated employees:
In compliance with the SEBI (Prevention of Insider Trading) Regulations 1992, the Company has appointed Mr. Bhavin Soni, Managing Director of the Company, as the Compliance Officer who is responsible for setting policies, procedures for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the code of conduct for trading in company's securities under the overall supervision of the Board. The Company has adopted a code of conduct for prevention of insider trading.
V. MEANS OF COMMUNICATION :
Quarterly, Half- yearly and Annual Results of the Company are published in the leading English and Marathi national daily.
The name of the newspaper are as follows:-
1. The Free Press Journal
Half yearly results with the Managing Director's observations were sent to all the shareholders. These results are promptly submitted to the stock exchange.
Management discussion and Analysis forms part of this Annual Report
VI. GENERAL SHAREHOLDER INFORMATION :
Stock Code (For Equity Shares)
AGM Day, date, time and venue
Monday, 31st August, 2015 at 11.00 a.m. at Registered Office of the Company situated at 306, Madhava, Plot - C/4, Bandra Kurla Complex, Bandra (E), Mumbai, Maharashtra - 400 051
April 2014 to March 2015
Results for the First Quarter ending on 3oth June 2014 Submitted to the Exchange on 08.08.2014
Results for the Second Quarter ending on 30th September 2014 Submitted to the Exchange on 13.11.2014
Results for the Third Quarter ending on 31st December 2014 Submitted to the Exchange on 05.02.2015
Results for the Fourth Quarter and Financial year ended on 31st March, 2015 Submitted to the Exchange on 22.05.2015
Date of Book Closure
September 9th, 2015 to September 15th, 2015 (Both Day Inclusive)
Listing on Stock Exchanges
The Bombay Stock Exchange Limited & MCX Stock Exchange
Scrip Code 508929
Registrar & Transfer Agent
Link Intime India Pvt. Ltd.
C-13, Pannalal Silk Mills Compound ,L.B.S. Marg Bhandup (W),Mumbai : 400 078
Tel : 25963838 Ext :2317Fax: 25946969Bhandup-4000 078
Bombay Stock Exchange Limited As on 31.03.2015
(Physical Form) 16,30,700
(Demat Form) 7,72,580
Corporate identity number(CIN)
The CIN No allotted to the company by the Ministry of Corporate Affairs, Government of India is L65910MH1983PLC031230.
Share Transfer system:
The shares lodged for transfer are processed by the Registrar and Transfer Agent and are approved by Stakeholder Relationship Committee. Shares sent for transfer in physical form are registered and returned within a maximum period of 30/15 days from the date of receipt, subject to documents being valid and complete in all respects.
Nomination Facility for Shareholding:
As per the provisions of the Companies Act, 2013, facility for making nomination is available for shareholders, in respect of the shares held by them, Nomination forms can be obtained from the Registrar and Transfer agents of the Company.
Correspondence regarding change in Address:
Members are requested to address all correspondences, including dividend matters, to the Registrar and Share Transfer Agents.
International Securities Identification Number (ISIN)
An International Securities Identification Number (ISIN) uniquely identifies a security. Securities for which ISINs are issued include bonds, commercial paper, equities and warrants. The ISIN code is a 12-character alpha-numerical code that does not contain information characterizing financial instruments but serves for uniform identification of a security at trading and settlement.
Under the Depository system, the ISIN allotted to the company's shares in Dematerialized form is INE433001016. The Annual Custodial fees for the Financial Year 2014-2015 were paid to CDSL&NSDL.
Dematerialization of shares and Liquidity
Application made by the company to admit Equity Instrument of the company for Dematerialization with Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Limited (NSDL) has been confirmed and activated in their corresponding systems.
Outstanding ADR/GDR/ Warrants or any Convertible Instruments, conversion dates and likely impact on equity
Address for correspondence
JOY REALTY LIMITED
306, Madhava, 3rd Floor, C-4, Bandra (East), Mumbai - 400051Tel : 022 - 67488888
Email : email@example.com