CORPORATE GOVERNANCE REPORT
In compliance with corporate governance requirement as per the format prescribed by SEBI and incorporated under clause 49 of the Listing Agreement with the Stock Exchanges, the Company's policies on Corporate Governance and compliance thereof in respect of specific areas, as applicable for the year ended 31st March, 2015, are set out below for the information of shareholders and investors of the Company.
COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Corporate Governance philosophy of your Company stems from its belief that Corporate Governance is a key element in improving efficiency as well as enhancing investor confidence. Your Directors are committed to practice sound governance principles and believe that good governance is an ongoing process. We at Jyoti Structures are guided by core principles of governance like integrity, fairness, equity, transparency, accountability, disclosures, commitment to values and compliances to enhance the value for stakeholders' viz. customers, shareholders, employees, lenders, vendors including society of which the Company is a part. Jyoti Structures is committed to achieve and maintain the highest standard of Corporate Governance. The Company believes that all its actions must serve the underlying goal of enhancing overall shareholder value on a sustained basis.
BOARD OF DIRECTORS
Composition of Board of Directors of the Company is governed by the Companies Act, 2013 and is in conformity with the stipulation laid down in the code of Corporate Governance prescribed by the Securities and Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement of the Stock Exchanges.
The present strength of the Board of Directors is nine. Of the total nine directors, eight directors are non-executive including a women director and four independent directors one of whom is Chairman of the Board.
In keeping with the commitment of the management towards principles of integrity and transparency in business operations for good corporate governance, your Company's policy is to have an appropriate blend of executive, non-executive and independent directors to maintain independence of the Board, and to separate the Board's functions of governance and management.
The Board consists of eminent persons with considerable professional expertise and experience in finance, legal, commercial, business administration and other related fields, who, not only bring a wide range of experience and expertise, but also impart the desired level of independence to the Board. The Board's role, functions, responsibilities and accountability are clearly defined. The day-to day management of the Company is entrusted with the senior management personnel of the Company and is headed by the Whole-time Director who functions under the overall supervision, direction and control of the Board of Directors. The Board reviews and approves the strategy and oversees the actions and results of management to ensure that long term objectives of enhancing stakeholder's value are achieved.
All Directors have confirmed that they are not members of more than 10 Audit and Stakeholders' Relationship Committees and do not act as the Chairman of more than 5 such Committees across all the companies in which they are Directors.
The Board of Directors meets at least once in a quarter and the maximum time gap between two meetings is not more than four months. Board meetings are generally held at the Registered Office of the Company.
The Whole-time Director and Chief Executive Officer are responsible for corporate strategy and planning. The senior management personnel heading respective divisions are responsible for day-to-day operations.
During the year ended 31st March, 2015, the Board met 9 (nine) times on 18th April, 2014, 30th May, 2014, 30th June, 2014, 30th July, 2014, 18th August, 2014, 22nd September, 2014, 10th November, 2014, 6th December, 2014 and 9th February, 2015.
Details of number of Board meetings attended by Directors, attendance at AGM, number of other directorships / committee memberships held by them during the year ended 31st March, 2015 are tabulated below:
# includes only Audit Committees and Stakeholders' Relationship Committees
+ Mr. A. J. Khan ceased to be a Director of the Company with effect from 31st March, 2015
a Mr. G. L. Valecha ceased to be a Director of the Company with effect from 10th November, 2014
* Ms. Jyotsna Jamkhandi has been appointed as an Additional Director with effect from 9th February, 2015
$ Mr. Ashok Goyal was appointed as a Director and designated as Joint Managing Director of the Company with effect from 18th August, 2014. He ceased to be a Director and Joint Managing Director with effect from 6th December, 2014 on his appointment as Managing Director of Jyoti Structures FZE.
@ Mr. Santosh Nayak ceased to be a Director and Managing Director with effect from 10th December, 2014
COMMITTEES OF THE BOARD
The Board has constituted various committees to focus on critical functions of the Company and also for smooth and efficient business operations. The Committees meet at regular intervals for deciding various matters and providing directions and authorizations to the management for its implementation. Minutes of the proceedings of each committee meeting are circulated to the members of that Committee for their comments and thereafter, confirmed and signed by the Chairman of the respective Committee. The Board also takes note of minutes of the meetings of the Committees duly approved by their respective Chairman and the material recommendations / decisions of the Committees are placed before the Board for approval / information.
During the year, the Board had 6 Committees, viz.
i. Audit Committee
ii. Stakeholders' Relationship Committee
iii. Nomination and Remuneration Committee
iv. Corporate Social Responsibility Committee
v. Risk Management Committee
vi. Executive Committee
i. Audit Committee
The Company had constituted an Audit Committee in the year 2000. Scope of activities of the Audit Committee is in compliance with Clause 49 of the Listing Agreement with the Stock Exchanges read with Section 177 of the Companies Act, 2013. Terms of reference of Audit Committee broadly includes various matters in conformity with statutory guidelines including the following:
i. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;
ii. approval of appointment of CFO;
iii. review and monitor the auditor's independence and performance and effectiveness of audit process;
iv. examination of the financial statement and the auditors' report thereon;
v. approval or any subsequent modification of transactions of the company with related parties;
vi. scrutiny of inter-corporate loans and investments;
vii. valuation of undertakings or assets of the company, wherever it is necessary;
viii. evaluation of internal financial controls and risk management systems;
ix. monitoring the end use of funds raised through public offers and related matters.
The Company continued to derive immense benefits from deliberations of the Audit Committee. The Committee comprises of Independent Directors and eminent professionals having vast experience and knowledge in accounts, finance and principles of good governance. Minutes of each audit committee meeting are placed and discussed in meetings of the Board.
ii. Stakeholders' Relationship Committee
The primary responsibility of the Committee is to redress investor's grievance and to improve relationship with stakeholders, approves share transfers and transmission, issue of duplicate certificates and oversight of all matters connected with securities issued by the company. The Committee oversees performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement of the quality of investors' service. As on 31st March, 2015, no instruments of share transfer were pending. The terms of reference of the Committee includes the following:
i. transfer, transmission, issue of duplicate certificate or receipt, dematerialization, re-materialization, consolidation, subdivision and or dealing with all matters connected with the securities issued by the company;
ii. redressal of shareholders, debenture holders, deposit holders, investors and other security holders grievances;
iii. performance and service standards of the Registrar and Share Transfer Agents of the company; and
iv. implementation and compliance of all provisions of applicable security laws, rules, guidelines and regulations including listing agreements, codes and standards.
The Committee comprises of Mr. T. C. Venkat Subramanian (upto 30th May, 2015), Mr. K. R. Thakur, Mr. S. D. Kshirsagar, Mr. S. V. Nayak (upto 10th December, 2014) and Ms. Jyotsna Jamkhandi (since 30th May, 2015).
During the year under review, the Company had received 22 investor complaints mainly pertaining to non-receipt of annual report and dividend warrants and the same have been redressed to their satisfaction.
iii. Nomination & Remuneration Committee
Terms of reference of the Nomination & Remuneration Committee broadly includes the following:
i. to identify persons who are qualified to become directors and who may be appointed in key managerial / senior management personnel and to recommend to the Board their appointment and removal;
ii. to formulate and recommend to the Board nomination process including criteria for independence of director, compensation plans, policies and programs of the Company as they may affect the directors and key managerial / senior management personnel;
iii. to oversee executive succession plans;
iv. to develop and recommend to the board of directors for its approval an annual self-evaluation process of the board and its committees. The committee shall oversee the annual self-evaluations;
v. to assess, evaluate and monitor directors and key managerial / senior management personnel performance and recommend compensation package including share incentive plans; and
vi. to recommend director indemnification including insurance protection against risk of personal liability to the extent permitted by law.
The Committee comprises of Mr. T. C. Venkat Subramanian, Chairman, Mr. S. D. Kshirsagar, Member, Mr. A. J. Khan, Member (upto 31st March, 2015) and Mr. Kalpesh Kikani, Member.
This Committee also acts as a 'Compensation Committee' for the purpose of Employee Stock Option Scheme.
I. Remuneration to Managing Director / Whole-time Director / Executive Director (MD / WTD / ED):
a. The remuneration to be paid to MD / WTD / ED will be determined by Nomination and Remuneration Committee (NRC) and recommended to the Board for approval. The remuneration shall be subject to the approval of the shareholders of the Company and Central Government, wherever required.
b. The remuneration shall be evaluated based on performance indicators like key responsibility areas / goals / deliverables, benchmark against peer group in size and complexity.
c. The total remuneration may be combination of fixed, variable components, long term incentives and severance benefit in accordance with legal framework.
d. Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its MD / WTD / ED in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.
e. Provisions for excess remuneration: If any MD / WTD / ED draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.
II. Remuneration to Non-Executive / Independent Directors:
a. Independent Directors ("ID") and Non-Independent Non- Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits. Quantum of sitting fees may be subject to review on a periodic basis, as required.
b. Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board.
c. Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors.
d. The NEDs shall be eligible for remuneration of such professional services rendered if in the opinion of the NRC, the NED possesses the requisite qualification for rendering such professional services.
III. Remuneration to Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs):
The remuneration to be paid to the KMPs and SMPs, shall be recommended by the NRC considering relevant qualification, experience, performance of the individual as well as the prevailing market conditions and in accordance with Company's remuneration structure. The remuneration may be combination of fixed and variable component.
iv. Corporate Social Responsibility Committee
Pursuant to section 135 of the Companies Act, 2013, Corporate Social Responsibility (CSR) Committee was constituted on 29th May, 2013 which comprises of Mr. S. D. Kshirsagar, Chairman, Mr. T. C. Venkat Subramanian, Member, Mr. V. M. Kaul, Member and Mr. R. C. Rawal, Member. Primary responsibility of the Committee is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of 'corporate social responsibility policy'.
Terms of Reference of the CSR Committee broadly include:
a) to recommend the amount of expenditure to be incurred on CSR activities;
b) monitor implementation of CSR activities; and
c) report details of CSR activities undertaken by the Company.
v. Risk Management Committee
Pursuant to the provisions of Listing Agreement, Risk Management Committee was constituted on 9th February, 2015. The Committees prime responsibility is to assist the Board in its oversight of the Company's management to element key risks, including strategic, financial, operational and compliance risks. The Committee comprises of Mr. S. D. Kshirsagar, Chairman (upto 30th May, 2015), Mr. V. M. Kaul, Chairman (since 30th May, 2015) and Mr. K. R. Thakur, Member. Terms of reference of Risk Management Committee include but shall not be limited to:
i. assisting the board in framing, implementing and monitoring the risk management plan for the Company and reviewing and guiding the risk policy; and
ii. developing risk management policy and risk management system/framework for the Company.
vi. Executive Committee
The Executive Committee has the authority to exercise the power of the Board of Directors between the Board meetings except the powers reserved for the Board or the shareholders under the Companies Act.
The Committee comprises of Mr. S. D. Kshirsagar, Chairman, Mr. P. K. Thakur, Member, Mr. K. R. Thakur, Member and Mr. S. V. Nayak, Member (upto 10th December, 2014).
Independent Directors Meeting
During the year under review, the Independent Directors met on 6th December, 2014, inter alia, to discuss:
a. evaluation of performance of non-independent directors and the Board of Directors as a whole; and
b. evaluation of the content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All Independent Directors were present for this meeting.
1. Materially Significant Related Party Transactions
There are no transactions of material nature other than reported under "Related Party Disclosures" that have been entered into by the Company with the promoters, directors, their relatives and the management and in any Company in which they are interested and that may have potential conflict with the interest of the Company.
All details relating to financial and commercial transactions where Directors may have a pecuniary interest are provided to the Board, and the interested Directors neither participate in the discussion, nor do they vote on such matters.
As required under Clause 49 of the Listing Agreement, the Company has formulated a policy on dealing with Related Party Transactions. The policy is available on the website of the Company www.jsl.in
2. Instances of Non-Compliance:
There were no instances of non-compliances during the last three years by the Company on any matter related to capital market. Consequently, there were neither penalties imposed nor strictures passed on the Company by the Stock Exchanges, SEBI or any other statutory authorities.
3. Whistle Blower Policy:
The Company has a vigil mechanism to report genuine concerns, if any. The same has been posted on the website of the Company. No employee has been denied access to the Audit Committee.
4. Disclosure of Accounting Treatment
In the preparation of financial statements, the Company has followed the Accounting Standards referred to in section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the notes to the financial statements.
5. All mandatory requirements as per Clause 49 of the Listing Agreement have been complied with by the Company.
6. Certificate from Whole-time Director in terms of Clause 49 (IX) of the Listing Agreement with the Stock Exchanges for the financial year ended 31st March, 2015 was placed before the Board of Directors of the Company
RECONCILATION OF SHARE CAPITAL REPORT
A qualified practicing Company Secretary carried out audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. Audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
MEANS OF COMMUNICATION
Quarterly/Half Yearly/Yearly Financial Results of the Company are forwarded to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited, where the Company's shares are listed. The results are published in Economic Times and Maharashtra Times.
Management Discussion & Analysis Report forms part of Directors' Report.
The Ministry of Corporate Affairs vide its Circular No. 18/2011 dated 29.04.2011 has allowed paperless compliance by companies under the Companies Act, 1956 through electronic mode. To enable your Company to support the Green Initiative in the Corporate Governance adopted by the Ministry of Corporate Affairs we request the members to register their email address with the Company or with the concerned depository.
The Company has promptly reported all material information including declaration of quarterly financial results, press releases etc. to all Stock Exchanges where shares of the Company are listed. Such information is also simultaneously displayed on the Company's website "www.jsl.in The financial results, quarterly and annual results and other statutory information were communicated to the shareholders by way of advertisement in Economic Times and Maharashtra Times as per the Listing requirements of the Stock Exchanges.
Reminders for unclaimed dividend are sent to the shareholders periodically every year.
All periodical compliance filings like shareholding pattern, corporate governance report among others are also filed electronically on the web based application designed for corporates by the Stock Exchanges where the equity shares of the Company are listed.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board Members and Senior Management Personnel of the Company and the same is posted on the Company's website "www.jsl.in All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct and a declaration to this effect signed by the Whole-time Director has been obtained and is enclosed at the end of this report.
JSL CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has instituted a mechanism to avoid insider trading and abusive self-dealing. In accordance with SEBI regulations, as amended, the Company has established a code to restrict insider trading activities.
A. Annual General Meeting
Day, Date and Time : Saturday, the 26th September, 2015 at 3.00 p.m.
Venue : M.C. Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20 Kaikhushru Dubash Marg, Mumbai - 400 001
B. Financial Calendar
April to March (financial year)
First Quarter Results : 4th week of July
Second Quarter Results : 1st week of November
Third Quarter Results : 1st week of February
Annual Audited Results : 4th week of May
C. Book Closure : Saturday, the 19th September, 2015 to Saturday, the 26th September, 2015 (both days inclusive)
D. Listing at Stock Exchanges:
Name of Stock Exchange
The Bombay Stock Exchange Limited
ISIN No. : INE197A01024
Stock Code No. 513250
Code on Screen JYOTIST
The National Stock Exchange of India Ltd.
Code on Screen JYOTISTRUC
F. Registrar and Share Transfer Agent
Shareholders should address their correspondence to the Registrar and Share Transfer Agents of the Company at the following address:
Bigshare Services Private Limited (Unit- Jyoti Structures Ltd.) E/2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai - 400 072 website: www.bigshareonline.com e-mail : email@example.com Tel no. : +91 22 2847 0652 / 4043 0200 Fax. No. : +91 22 2847 5207
Share Transfer System
The Company's equity shares which are in compulsory dematerialized (demat) form are transferable through the depository system. Equity shares in physical form are processed by the Registrar and Share Transfer Agents, Bigshare Services Private Limited and approved by the Stakeholders' Relationship Committee of the Board of the Company, which meets at regular intervals.
H. Dematerialization of Shares
As on 31st March, 2015, 99.48% of the total equity share capital of the Company is held in dematerialized form with NSDL and CDSL and the rest in physical form.
I. Outstanding GDRs/ADRs/Warrants or any convertible instruments
There are no outstanding GDRs/ADRs/Warrants.
J. Plant Locations
Nasik Factory (Plant - I):
52/53A, "D" Road, M.I.D.C., Satpur, Nasik - 422 007, Maharashtra Tel : +91 253 2201 700 / 800 Fax :+91 253 2351 134
Nasik Factory (Plant - II):
E-60/61, "D" Road, M.I.D.C., Satpur, Nasik - 422 007, Maharashtra Tel : +91 253 6603 225 / 227 Fax :+91 253 6603 226
1037/1056, Sarora Ring Road, Urla Industrial Complex, Raipur - 493 221, Chhattisgarh Tel : +91 771 4213 100 / 101 Fax: +91 771 2324 767 / 2325 567
K. Tower Testing Station:
Ghoti, Igatpuri, Dist - Nasik - 422 002 Maharashtra Tel : +91 2553 282 211Fax :+91 2553 282 212
L. Training Centre:
"Gurukul", Plot No. H-37, Shivaji Nagar, M.I.D.C., Satpur, Nasik - 422 007 Maharashtra Tel. : +91 253 2350 099
M. Address for Correspondence:
Jyoti Structures Limitethd Valecha Chambers, 6th Floor, New Link Road, Andheri (West), Mumbai 400053, Maharashtra Tel No: +91 22 4091 5000 Fax No: +91 22 4091 5014/15 E-mail: firstname.lastname@example.org