1.COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company believes in following sound Corporate Governance. Our corporate governance policies based on the principles of integrity, fairness, equity, highest level of transparency, accountability and commitment to values in all facets of its operations, and in all its interaction with its stakeholders, customers, employees and the regulatory authorities. It is a continuous and ongoing exercise and the company is committed to pursue the highest standard of Corporate Governance in the overall interest of all its stakeholders. The Board has constituted various business committees from time to time effective discharge of its functions and proper deliberation. Adequate disclosure and information are provided to the Board as well as its committees.
2.BOARD OF DIRECTORS AND THEIR MEETINGS
The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.
MEETINGS AND ATTENDANCE DURING THE YEAR:
Attendance of Directors at the Meeting of Board of Directors for the Financial Year 2014-2015.
The Board Meetings were held during the year and the gap between two meetings did not exceed four months. The date on which the Board Meetings were held is as follows:
COMMITTEES OF THE BOARD
The Company has five committees viz: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Risk Management committee and 5. Corporate Responsibility Committee.
The decisions relating to the constitution of committees, appointment of members and fixing of terms of service for committee members are taken by the Board of Directors.
1. AUDIT COMMITTEE
The term of reference of this committee cover the matter specified for Audit Committee under clause 49 of the Listing Agreement. The current Audit Committee of the Company comprises three Directors, who possess knowledge of the corporate finance & accounts.
During the financial year ended 31st March, 2015, 4 Audit Committee Meetings were held during the year i.e. 30/05/2014, 14/08/2014, 14/11/2014 and 14/02/2015.
Powers of the Audit Committee
1.To investigate any activity within its terms of reference.
2.To seek information from any employee.
3.To obtain outside legal or other professional advice.
4.To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of the Audit Committee
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 section 134 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; and
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 utilisation 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 monitor the 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.
2. NOMINATION AND REMUNERATION COMMITTEE
The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Managing Director/Whole Time Directors; sitting fee payable to our Non Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives.
ROLE OF THE COMMITTEE
The role of Nomination and Remuneration Committee is as follows:
1)determining/recommending the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;
2)determining/recommending the criteria for qualifications, positive attributes and independence of Directors;
3)identifying candidates who are qualified to become Directors and who may be appointed in Senior Management and recommending to the Board their appointment and removal;
4)reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, pension, etc;
5)reviewing and determining fixed component and performance linked incentives for Directors along with the performance criteria;
6)determining policy on service contracts, notice period, severance fees for Directors and Senior Management;
7)evaluating performance of each Director and performance of the Board as a whole;
3. STAKEHOLDERS RELATONSHIP COMMITTEE
The Stakeholders Relationship Committee facilitate prompt and the effective redressal of the complaints ofthe shareholders and reporting the same to the Board periodically.
4. RISK MANAGEMENT COMMITTEE
The Company has a well-defined risk management framework in place. The committee ensures that by following the regulatory norms, the company effectively manages the risks and has a focused Risk Management monitoring in place.
RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions i.e. transactions of the Company material in nature, with its Promoters, Directors, Management, their relatives etc. that may have potential conflict with the interest of the Company at large.
None of the transaction with any of the related parties was in conflict with the interest of the Company. STRATEGIC COMPLIANCE
The Company has neither made any non-compliance with any of the legal provisions of the law nor any penalty or stricture has been imposed by the Stock Exchange or SEBI or any other statutory authority, on any matter related to the capital markets, during the last three years.
GENERAL SHAREHOLDERS INFORMATION
1. 49th Annual General Meeting
Date Time Venue: 30th September, 2015 11.00 a.m. 1, Borkar Comound, Western Eastern Highway, Borivali (East), Mumbai-400066
2.Date of Book Closure: Monday, 27th July, 2015 to Friday, 31st July, 2015 (Both days Inclusive)
3.Financial Year: April 1 to March 31
4.Tentative Calendar for financial year 1st April, 2015 to 31st March , 2016:
The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31st March, 2016 are as follows:
Financial Reporting for the Quarter Ended 30th June 2015: By mid of August, 2015
Financial Reporting for the Quarter and Half yearly Ended 30th September 2015 B: y mid of November, 2015
Financial Reporting for the Quarter Ended 31st December 2015: By mid of February, 2016
Financial Repojting for the Quarter Ended 31st March 2016: By end of May, 2016
5. Registered Office: 1, Borkar Comound, Western Eastern Highway, Borivali (East), Mumbai-400066
2.Listing of Shares on Stock Exchanges
The Company shares are listed on BSE Limited (BSE). The requisite listing fees have been paid in full to all the Stock Exchanges.
3.A) Stock Codes
B) Corporate Identity Number: L70102MH1964PLC013044
4.Registrar and Share Transfer Agents PURVA SHAREGISTRY (INDIA) PVT. LTD. 9, Shiv Shakti Industrial Estate J.R. Boricha Marg,Opp. Kasturba Hospital, Lower Parel (East), Mumbai - 400 011 Phone: 022-2301 8261/2301 6761 Fax: 022-2301 2517 Email: firstname.lastname@example.org Website: www.purvashare.com
The Shares received for transfer in physical mode are registered and returned within a period of 30 Days from the date of receipts if the documents are clear in all respect.
9.Share Transfer System
The Share Transfer Committee of the Company generally meets fortnightly for approving share transfers processing with respect to requests received for share transfer are completed within 1517 days from the date of their receipt. There were no pending share transfers as on 31st March 2015.
The Company's Share Transfer Agent Purva Sharegistry (India) Pvt. Ltd processes these transfers. Share transfers are registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects. In cases where shares are transferred after sending notice to the transferors, in compliance of applicable provisions, the period of transfer is reckoned from the date of expiry of the notice.
For any assistance regarding share transfers, transmission, change of address, non-receipt of annual report and any other query relating to the shares of the Company
13.Outstanding ADRs / GDRs
The company has not issued any ADRs / GDRs.
14.Address for Communication
1, Borkar Comound, Western Eastern Highway, Borivali (East), Mumbai-400066
BY ORDER OF THE BOARD
FOR JRI INDUSTRIES & INFRASTRUCTURE LIMITED
Date: 30th May, 2015