CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company's philosophy is to conduct its affairs in a manner which is transparent, Clear and evident to those dealing with or having a stake in the Company namely shareholders, lenders, creditors and employees. The Company's philosophy on corporate Governance is thus concerned with the ethics and values of the Company and its Directors, who are expected to Act in the best interest of the Company and remain accountable to shareholders and other beneficiaries for their Action.
The Company is committed to provide high quality product and services to its customers and stakeholders, because the Company believes that its long-term survival is entirely dependent on good corporate governance.
2. BOARD OF DIRECTORS:
As on 31st March, 2015 strength of the Board of Directors is 6 (Six). During the year, the Board had met 7 times on 29th May, 2014, 28th June, 2014, 13th August, 2014, 16th August, 2014, 30th October, 2014, 14th November, 2014 and 12th February, 2015.
All the relevant information such as production, sales, exports, financial results, capital expenditure proposals and statutory dues, among others, are as a matter of routine, placed before the Board for its approval/information
3. INDEPENDENT DIRECTORS MEETING:
Schedule IV to the Act, inter alia, prescribes that the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of the non-independent directors and members of the management. During the year, one meeting of independent directors was held on 16th August, 2014. Shri Ashish Ashokkumar Bhaiya was unanimously elected as the Chairman of the Meeting of the Independent Directors. The Independent Director meeting was attended by Ms. Mudra Kansal, Mr. Kantilal Ishwarbhai Patel and Mr. Ashish Ashokkumar Bhaiya. At the meetings, the Independent Directors reviewed the performance of the non-independent directors (including the chairperson) and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the company, management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
4. AUDIT COMMITTEE :
The Board of Directors of the Company has constituted an audit committee pursuant to the provisions of Section 177 of the Companies Act, 2013 to ensure full compliance with all the relevant provisions including code of corporate governance. The Company has appointed M/s Kiran Suthar & Co., Chartered Accountants as internal auditor.
The Audit Committee is comprising of 3 (three) members composed of 2 Independent Directors and 1 Executive Director viz. Shri Ashish Ashokkumar Bhaiya, Chairman of the committee and Smt. Mudra Kansal and Shri Ramakant Bhojnagarwalla, Member. During the year under the review the audit committee was reconstituted and Ms. Mudra Kansal was inducted as the member of the audit committee. Mr. Kiranbhai Bhailalbhai Patel ceased to be the member of the audit Committee. The committee carries out functions enumerated in the listing agreement. During the year the audit committee met 4 times on 29th May, 2014, 13th August, 2014, 14th November, 2014 and 12th February, 2015.
5. SHAREHOLDERS COMMITTEE :
The shareholder's investors Grievance Committee comprises of Shri Ashish Ashokkumar Bhaiya [Chairman], Smt. Mudra Kansal and Shri Ramakant Bhojnagarwalla is the member of the committee and in the absence of the Company Secretary, Shri Ramakant Bhojnagarwalla acts as the compliance officer of the Company. During the year under the review, Shri Kiranbhai Bhailalbhai Patel resigned as a member of the Committee. The Share Transfer committee approves transfers, transmission issue of duplicate share certificates, approval of demat position. The investors Grievance committee consisted of the aforesaid members look after the matters related to the grievances of the shareholders as and when received. Further the committee also looks into other matters referred by the Board. During the period no complaints were received.
7. MEANS OF COMMUNICATION:
Your Company complies with Clause 41 of the Listing Agreement. Quarterly Results, Annual Result and other statutory publications are being normally published in The News Line (Gujarati) & Chanakya Ni Pothi (English). Further results are also displayed on the Company's website. www. shrij agdamba. com
8. GENERAL SHAREHOLDER INFORMATION:
Annual General Meeting Day, Date, Time and Venue
Day : Friday
Date: 18th September, 2015
Time: 11.00 a.m. Venue : Ishwar Bhuvan, Near H.L. Commerce College, Navrangpura, Ahmedabad 380 009
(ii) Next Financial Calendar Year
1st April, 2015 to 31st March, 2016 ( tentative )
(iii) Date of Book Closure
14th September, 2015 to 18th September, 2015 ( both the days inclusive)
(iv) Dividend Payment Date
23rd September, 2015
(v) ISIN No. for ordinary shares of the Company in Demat form
(vi) Registered Office
802, Narnarayan Complex, Opp. Navrangpura Post Office, Navrangpura, Ahmedabad - 380009
(vii) Registrar and Transfer Agent
M/s Cameo Corporate Services Limited, Subramanian Building', No. 1 Club House Road, Chennai - 600 022
(viii) Plant Locations
A. 101, GIDC Estate, Dholka - 382225, Dist. Ahmedabad B. 703 - 710, GIDC Estate, Dholka-382225, Dist. Ahmedabad
(ix) Investor Correspondence
802, Narnarayan Complex, Opp. Navrangpura Post Office, Navrangpura, Ahmedabad - 380009
(x) Means of Communication
The Company sends its quarterly results in Stock Exchanges. Further the same is also published in the news papers.
(xi) Any Website where it displays official releases
www. shrii agdamba. com
(xii) Any presentation made to the institutional investor and analyst No
(xiii) Is half yearly report sent to the shareholders : No
(xiv) Whether Management Discussion and Analysis is a part of this report : Yes
(xv) Share Transfer System : The work of physical share transfer is presently handled by Registrar and Transfer Agent.
(xvi) Listing and Stock Code
Bombay Stock Exchange - 512453
(xvii) The name and address of Stock Exchanges where Company is listed
BSE Limited, Pheroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001
(xviii) Auditors for the FY 2014-15 and Proposed Auditors for the FY 2015 - 2016
M/s. Loonia & Associates, Chartered Accountants, Ahmedabad
(ix) Compliance Officer
Shri Ramakant Bhojnagarwalla, Managing Director
(xx) Company Secretary
9. FINANCIAL CALENDER:
Report Period : From 1st April 2015 to 31st March 2016
First Quarter Result : Second Week of August, 2015 ( tentative )
Second Quarter Result : Second Week of November,2015 (tentative)
Third Quarter Result : Second Week of February,2016 (tentative )
Fourth Quarter Result : : Last Week of May, 2016 ( tentative )
11. NOMINATION AND REMUNERATION COMMITTEE :
The Nomination and Remuneration Committee comprises of Shri Ashish Ashokkumar Bhaiya [Chairman], Smt. Mudra Kansal and Shri Ramakant Bhojnagarwalla is the member of the committee. The remuneration committee recommends to the Board the attributes and qualification for becoming a member of the Board. It also recommends the remuneration payable to the Directors, Key managerial personnel and other senior personnel and such other matters as are necessary under the Clause 49 of the Listing Agreement.
(a) Materially significant related party transactions
All the Related Party Transactions are forming part of the notes to the Balance Sheet. Other than those there was no materially significant related party transaction with its promoters, Directors or the management, their subsidiaries or relatives etc. that had a potential conflict with the interest of the Company at large.
(b) Details of noncompliance by the Company, penalties and strictures imposed on the Company by the Stock Exchange or Securities and Exchange Board of India (SEBI) or any Authority on any matter related to capital markets during last three years: NIL
(c) Whistle Blower Policy
In accordance with the requirements of the Act, read with Clause 49 of the Listing Agreement(s), the Company has a Whistle Blower Policy approved by the Board of Directors. The objectives of the policy are:
a. To provide a mechanism for employees and directors of the Company and other persons dealing with the Company to report to the Audit Committee; any instances of unethical behavior, actual or suspected fraud or violation of the Company's Ethics Policy and
b. To safeguard the confidentiality and interest of such employees/directors/other persons dealing with the Company against victimization, who notice and report any unethical or improper practices.
c. To appropriately communicate the existence of such mechanism, within the organization and to outsiders. Whistle blower policy is available on website of the Company.
The Company confirms that no personnel has been denied access to the audit committee pursuant to the whistle blower mechanism
(d) Familarisation Programme :
The Company has a detailed familiarization programme for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the Company etc. The details of such programme are available on the website of the Company.
The Company has laid down procedures to inform the Board Members about the risk assessment and risk mitigation mechanism, which is periodically reviewed and reported to the Board of Directors by senior executives.
(e) Disclosure of accounting treatment different from accounting standards:
(f) Subsidiary Company:
The Company does not have any subsidiary Company
15. CODE OF CONDUCT:
The Board of Directors has laid down the Code of Conduct for all the Board Members and members of the senior Management. The code is a comprehensive code applicable to all Directors, Executive as well as Non - executive and members of the Senior Management. The Code has been circulated to all the members of the Board and Senior Management Personnel and compliance of the same has been affirmed by them. The Code is also displayed on the website of the Company. Further the Directors and the Senior Management of the Company has submitted disclosure to the Board that they do not have any material financial and commercial transactions that may have a potential conflict with the interest of the Company at large. A declaration given by the Managing Director is given below:
For and on behalf of Board
Sd/- Ramakant Bhojnagarwalla
(Chairman cum Managing Director)
Place : Ahmedabad
Date : 13/ 08/2015