Report on Corporate Governance
1. Corporate Governance Philosophy
The Company aims at conducting its business efficiently, by following professionally acknowledged good governance policies, thus meeting its obligations to all stakeholders in a balanced and accountable manner.
2. Board of Directors
(a) Composition of the Board of Directors
As on date of this Report, the strength of the Board is eight Directors comprising one Executive Director i.e. the Chairman & Managing Director, three Non-Executive Directors and four Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement.
* With effect from 30th May, 2015, Mr. M.R. Patel continues as Additional Director (NonExecutive) of the Company as the Company is availing Consultancy services from M/s. Info Jinie, where wife ofMr. M.R. Patel is the Proprietor. Being interested, Mr. M.R. Patel will no longer be eligible to be Independent Director as per the criteria specified under the provisions of Section 149(6) of the Companies Act, 2013 and as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges.
(c) Meetings held in Financial Year 2014-15 and Attendance of Directors
The Board meets at least once in a quarter to consider amongst other business, the quarterly performance of the Company and Financial Results. The Board held eight meetings during the Financial Year 2014-15 on 27th May, 2014, 31st July, 2014, 30th August, 2014, 30thOctober, 2014, 10th November, 2014, 5th January, 2015, 14th February, 2015 and 31st March, 2015.
3. Committee of Directors (a) Audit Committee
(i) Terms of Reference
The terms of reference of the Audit Committee areas per Section 177 of the Companies Act, 2013 and also as per Clause 49 of the Listing Agreement.
(ii) Composition, Name of Members, Meetings and Attendance
The Audit Committee of the Company comprises three Members, all of whom are Independent Non-Executive Directors. All the members of the Audit Committee are qualified and have insight to interpret and understand financial statements.
Six Audit Committee meetings were held during the Financial Year 2014-15 on 27th May, 2014, 31st July, 2014, 30th August, 2014, 10th November, 2014, 14th February, 2015 and 31st March, 2015.
(b) Nomination and Remuneration Committee
(i) Terms of Reference and Policy The Board of Directors at their Meeting held on 31st July, 2014 changed the name of the Committee from Remuneration Committee to Nomination and Remuneration Committee in compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The terms of reference of the Nomination and Remuneration Committee are as per Section 178 of the Companies Act, 2013 and as per the requirements under Clause 49 of the Listing Agreement.
The Board of Directors of the Company at their Meeting held on 31st July, 2014 approved and adopted the Nomination and Remuneration Policy of the Company.
(ii) Composition, Name of Members, Meetings and Attendance The Nomination and Remuneration Committee comprises of three Members, out of which two are Independent Non-Executive Directors and one is Non-Independent NonExecutive Director.
Two Nomination and Remuneration Committee meetings were held during the Financial Year 2014-15 on 31st July, 2014 and 31st March, 2015.
1. Service Contract, Notice Period and Severance fees.
The employment of Mr. Rahul N. Amin is contractual.
2. Stock option details, if any
3. Dr. B. S. Pathak and Mrs. Tejal Amin resigned on 31.08.2014. Mr. Aswini Sahoo, Mr. V.K. Gulati, Dr. M.H. Merita and Dr. M. Ramamoorty resigned on 31.07.2014, 01.09.2014, 04.11.2014 and 05.11.2014 respectively.
4. Mr. Bharat Patel and Mr. S. N. Rajan ceased to be Directors of the Company with effect from 10th November, 2014 owing to their own act of unilateral termination of contractual agreement and thereby ceasing to be nominee on the Board of the Company in terms of explanation to the provisions of Section 149(7) of the Companies Act, 2013.
5. Mr. T. C. Dayal, Mr. Shrikar Bhattbhatt, Dr. Rajesh Khajuria, Mr. Marut Patel and Mr. V.K. Gulati were appointed as Additional Directors (Independent) on 30.10.2014.
6. Mrs. Tejal Amin was appointed as an Additional Director (Non-Executive) on 31.03.2015.
(c) Shareholders' / Investors' Grievance & Stakeholders Relationship Committee
(i) Terms of Reference
The Board of Directors at their Meeting held on 31st July, 2014 changed the name of the Committee from Shareholders' / Investors' Grievance Committee to Shareholders' / Investors' Grievance & Stakeholders Relationship Committee in compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The terms of reference of the Committee include the following:
- To review all complaints recorded in SCORES of SEBI and replies made to the same by the Company Secretary.
- To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agents and note the corrective actions taken by the Registrars.
- To take action on all grievances and complaints lodged by the Stock Exchanges, Shareholders' Associations and other bodies.
- To review all grievances of other stakeholders of the Company given in their individual capacity.
- Overview of activities relating to Share Maintenance and related work.
(ii) Composition, Name of Members, Meetings and Attendance
The Shareholders' / Investors' Grievance & Stakeholders Relationship Committee comprises of three Members, two of them are Independent Non-Executive Directors and one is Non-Independent Non-Executive Director.
Four Shareholders' / Investors' Grievance & Stakeholders Relationship Committee Meetings were held during the Financial Year 2014-15 on 27th May, 2014, 31stJuly, 2014, 10th November, 2014 and 14th February, 2015.
1 complaint and 145 queries were received during the year under review. However, the complaint and all the queries have been resolved to the satisfaction of the Shareholders. There were no pending transfers as on 31stMarch, 2015.
(d) Risk Management Committee
(i) Terms of Reference and Policy The Risk Management Committee was re-constituted by the Board of Directors at their Meeting held on 30th May, 2015.
The terms of reference of the Risk Management Committee are as per various provisions of the Companies Act, 2013 and also as per Clause 49 of the Listing Agreement. The Board of Directors at their Meeting held on 14th February, 2015 had approved and adopted the Risk Management Policy.
(ii) Composition, Names of Members and Meetings The Risk Management Committee comprises of four Members, out of which three are Independent Non-Executive Directors and one Non-Independent Non-Executive Director.
No Risk Management Committee meetings were held during the Financial Year 2014-15.
Th e Risk Management Committee of the Company comprises of the following Members:
4. Subsidiary Company
The Company has no Subsidiary Company.
(b) CEO Certification
The Chairman & Managing Director has certified to the Board, compliance in respect ofall matters specified in Clause 49 (IX) of the Listing Agreement.
The Company did not have a CFO as on the date of approval of the Financial Statements for the financial year ended 31st March, 2015.
(c) Details of Non-Compliance by the Company, penalties, stricture imposed on the Company by the Stock Exchanges, SEBI or any Statutory Authorities or any matter related to Capital Markets.
The Company has complied with all the requirements of the Listing Agreements with the Stock Exchanges as well as Regulations and Guidelines ofSEBI. No penalties or strictures have been imposed by SEBI, Stock Exchanges or any Statutory Authorities on matters relating to Capital Markets during the lastthree years except one Penalty Notice amounting to Rs. 62,551/- (Rupees Sixty Two Thousand Five Hundred Fifty One only) received from the Bombay Stock Exchange with respect to Clause 49 of the Listing Agreement.
7. Means of Communication
(a) Financial Results
The quarterly and half-yearly Unaudited Financial Results and the Annual Audited Financial Results are published in Indian Express, Vadodara and Financial Express, Ahmedabad. These results are placed on the Company's web site and are timely submitted to the Stock Exchanges.
(b) SEBI Complaints Redress System (SCORES)
The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.
(c) Oth er Information
The Company has its own web site <http://www.jyoti.com> on which other related information is available.
8. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the financial year 2014-15 forms part of the Annual Report.
9. General Shareholders' Information (a) Annual General Meeting
Day, date and time
Thursday, 10 th December, 2015 at 9.00 A.M. (IST)
Nanubhai Amin Marg, Industrial Area P.O. Chemical Industries, Vadodara - 390 003
Indicative calendar of events for the year 2015-16 (April to March), excluding Extraordinary General Meetings, if any, is as under:
Fourth Quarter (year 2014-15) :Results 30th May, 2015
First Quarter Results :13th August, 2015
Annual General Meeting :10 th December, 2015
Second Quarter Results :October / November, 2015
Third Quarter Results :January / February, 2016
The Company's Register of Members and Share Transfer Books will remain closed for the purpose of Annual General Meeting.
4th December, 2015 to 10th December, 2015 (both days inclusive)
Not Applicable since no dividend is recommended.
Listing on Stock Exchanges
The Company's Equity Shares are listed on the Stock Exchanges located at:
• Mumbai • Vadodara
Address of the Stock Exchanges:-
The Bombay Stock Exchange Ltd. - Mumbai
Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001
The Vadodara Stock Exchange Ltd.
Fortune Towers, Dalal Street Sayajiganj, Vadodara - 390 005
Stock Code of the Company
BSE 504076 VSE 4076
ISIN No. of the Company's Equity Shares in Demat form
INE 511 D01012
NSDL and CDSL
1. Listing Fees for the financial year 2015-16 is paid to Bombay Stock Exchange.
2. The Company was informed that as the Vadodara Stock Exchange in the process of compulsory de-recognition, no listing fees is required to be paid.
(i) Share Transfer Process
The Company's shares being in compulsory demat list are transferable through depository system. Accordingly, the Company had appointed MCS Ltd. as its Registrar & Share Transfer Agent for both physical and demat segments of Equity Shares with effect from 1st April, 2003 in compliance with the requirement of the Securities and Exchange Board of India.
With effect from 29th May, 2015, the Company has appointed M/s. MCS Share Transfer Agent Ltd. having its Registered Office address at 12/1/5, Manoharpukur Road, Kolkata -700026 in place of the Company's present Registrars and Share Transfer Agent, MCS Limited, Vadodara. The office address of MCS Share Transfer Agent Limited, Vadodara is 10, Aaram Apartment, 12, Sampatrao Colony, Behind Laxmi Hall, Alkapuri, Vadodara -390007, which is providing the share registry services to the Company and its shareholders.
(j) Dematerialisation of Shares
The Equity Shares of the Company are traded compulsorily in the dematerialised form. The Company entered into an agreement with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby the Shareholders have the option to dematerialise their shares with Depositories. Demat ISIN Number in NSDL and CDSL for Equity Shares is INE 511 D01012.
1,62,65,115 Equity Shares of the Company were in dematerialised form as on 31st March, 2015 representing 94.96% of the total Shares.
(k) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, likely to impact on Equity
(l) Plant Locations
The Company's Plants (Main Plant, Switchgear Plant and Relay Division) are located at Vadodara.
(m) Registrars & Transfer Agent : (For both Physical & Electronic Transfer, etc.) MCS Share Transfer Agent Limited
10, Aaram Apartment, 12, Sampatrao Colony, Behind Laxmi Hall, Alkapuri, Vadodara - 390 007
Tel. : 0265-2314757,2350490 Fax : 0265-2341639 E-mail : firstname.lastname@example.org
(n) Address for Investor Correspondence
Company Law & Legal Department Nanubhai Amin Marg, Industrial Area P.O. Chemical Industries Vadodara - 390 003 Gujarat (India)
Phone : 0265-3054444 Fax : +91-265-2281871/2280671
E-Mail : email@example.com / firstname.lastname@example.org
Website : <http://www.jyoti.com>
Shareholders holding shares in Demat Mode should address all their correspondence to their respective Depository Participants.