REPORT ON CORPORATE GOVERNANCE
1) Company's Philosophy:
The Company's policies, practices and philosophy adopted since inception are in line with Corporate Governance. These policies, practices are required periodically to ensure its effective compliance. The composition of Board of Directors is well balanced with a view to manage the affairs of the Company efficiently and professionally.
2) Board of Directors:
The Board of the Company comprises Five Directors that includes two Women Directors.
i. Number of Board Meetings held, dates on which held :
The Board of Directors duly met 4 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:
1. 30th May, 2014 3. 31st October, 2014
2. 31st July, 2014 4. 31st January, 2015.
1) Independent Directors:
The Company has complied with the definition of Independence as per Clause 49 of the Listing Agreement and according to the Provisions of section 149(6) Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.
2) Audit Committee:
i) Terms of reference:
The Audit Committee reviews the audit reports submitted by the Internal Auditors and Statutory Auditors, financial results, Effectiveness of internal audit processes and the Company's risk management strategy. It reviews the Company's established Systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Audit Committee of the Company consists of the optimum combination of directors, including two Independent Directors.
The Chairman of the Audit Committee is financially literate and all the Committee members have accounting or related financial Management experience. A Representative of the Statutory Auditors is a permanent invitee
5) Means of Communication:
Quarterly, Half-yearly and Annual Financial Results of the Company are communicated to the Stock Exchanges immediately after the same are considered by the Board and are published in Financial Express and Navshakti, Mumbai editions. The results and official news releases of the Company are also made available on the Company's website i.e. www.unijollyinvestments.com
6) SEBI Complaints Redressal System (SCORES):
SEBI has initiated SCORES for processing the investor complaints in a centralized web based redress system and online redressal of all the shareholders complaints. The company is in compliance with the SCORES and redressed the shareholders complaints well within the stipulated time.
7) General Shareholder's Information:-
AGM date, time and venue :
Wednesday,30th September 2015,At 11.00 AM Unijolly Investments Company Limited, 805, 8th Floor, Makers Chambers V, Nariman Point, Mumbai-400 021
Financial Year :2014-15
Book Closure Date :24/09/2015 to 30/09/2015 (both days inclusive)
Listing on Stock Exchanges :
BOMBAY STOCK EXCHANGE
ISIN :INE 130N01010
The Company has paid listing fees for the year 2015-16 to the above stock exchange.
8) Market Price Data:
Monthly High and Low quotations along with the volume of shares traded at National Stock Exchange of India Limited & Bombay Stock Exchange Limited during the financial year 201415:
No trading took place in the stock during 2014-15
9) Registrar and Transfer Agents :
M/s Venture Capital and Corporate Investments Private Limited (VCCIPL), No.12-10-167, Bharat Nagar, Moosapet, Hyderabad - 500018. Telephone No.040-23818475, 23818476
10) Share Transfer System:
Share Transfers are handled by the Registrar and Transfer agents, M/s Venture Capital and Corporate Investments Private Limited.
12) Code of Conduct:
A Code of Conduct for the Directors and Senior Management Personnel has already been approved by the Board of Directors of the Company. As stipulated under the provisions of subclause (II) E of Clause 49 of the Listing Agreement with stock exchanges, all the Directors and the designated personnel in the Senior Management of the Company have affirmed compliance with the said code for the financial year ended March 31, 2015.
13) Risk Management:
The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report.
14) Prevention of Insider Trading:
In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992, the company has instituted a code of conduct for prohibition of insider trading in the company's shares.
15) Corporate Identity Number (CIN):
Corporate Identity Number (CIN) of the company, allotted by the Ministry of Corporate Affairs, Government of India is L99999MH1981PLC024869.
16) CEO / CFO Certification:
As required by Clause 49 of the Listing Agreement, the CEO / CFO Certification is provided in the Annual Report.
17) Independent Directors' Meeting
In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a meeting of the Independent Directors of the Company will be held during the Financial year 2015-16, as the criteria for independent directors was fulfilled in Last AGM.
18) Evaluation of Board Effectiveness
In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors, on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended 31st March, 2015. The evaluation of the Directors was based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the environment and effectiveness of their contribution.
FOR & ON BEHALF OF THE BOARD
Shantha Prasad Challa Director 00962582
Murali D Kanuri Director 00897402
Dated: 30th May, 2015