CORPORATE GOVERNANCE
The Directors present the Companys Report on Corporate Governance for the year
ended March 31, 2023, in terms of Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (The Listing
Regulations). Corporate Governance is modus operandi of governing a corporate entity
which includes a set of systems, procedures and practices which ensure that the Company is
managed in the best interest of all corporate stakeholders i.e. shareholders, employees,
suppliers, customers and society in general. Fundamentals of Corporate Governance include
transparency, accountability, reporting and independence. For accomplishment of the
objectives of ensuring fair Corporate Governance, the Government of India has put in place
a framework based on the stipulations contained under the Companies Act, SEBI Regulations,
Accounting Standards, Secretarial Standards, etc. Corporate Governance has become a
buzzword in the corporate world. Globalizations, widespread of shareholders, changing
ownership structure, greater expectations, etc. have made a good Corporate Governance
sin-quo-nun of modern management.
COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE
The Companys governance philosophy is based on trusteeship, transparency and
accountability. As a corporate citizen, our business fosters a culture of ethical behavior
and disclosures aimed at building trust of our stakeholders. The Companys Code of
Business Conduct and Ethics, Internal Code of Conduct for Regulating, Monitoring and
Reporting of Trades by Insiders and the Charter Business for Peace are an extension of our
values and reflect our commitment to ethical business practices, integrity and regulatory
compliances. The Companys governance framework is based on the following principles:
Appropriate composition and size of the Board, with each member bringing in expertise in
their respective domains; Timely disclosure of material operational and financial
information to the stakeholders; Availability of Information to the members of the Board
and Board Committees to enable them to discharge their fiduciary duties; Systems and
processes in place for internal control; and Proper business conduct by the Board, Senior
Management and Employees.
GOVERNANCE STRUCTURE
The Corporate Governance Structure at JMD Ventures Ltd. (JMD) is as under:-
1. Board of Directors: The Board is entrusted with the ultimate responsibility
of the management, directions and performance of the Company. As its primary role is
fiduciary in nature, the Board provides leadership, strategic guidance, objective and
independent view to the Companys management while discharging its responsibilities,
thus ensuring that the management adheres to ethics, transparency and disclosure.
2. Committees of the Board: The Board has constituted the following committees
viz. Audit Committee, Nomination & Remuneration Committee and Stakeholders
Relationship Committee. Each of said Committee has been managed to operate within a given
framework.
BOARD OF DIRECTORS Size & Composition of Directors
The Board has four members with an executive Chairman. The Independent Directors on the
Board are competent and highly respected professionals from their respective fields and
have vast experience in general corporate management, finance, banking and other allied
fields which enable them to contribute effectively to the Company in their capacity as
members of the Board. The day to day management of the Company is conducted by Managing
Director subject to supervisions and control of the Board. The composition and category of
the Board of Directors as at March 31, 2023, the number of other Directorships/Committee
memberships held by them and also the attendance of the Directors at the Board meetings of
the Company are as under:
Name |
Designation |
DIN |
Date of Joining / Re- appointment |
Committee Membership in all Listed Cos. |
Committee Chairman-ship in all Listed Cos. |
No. of Directorship in all Listed Cos. |
Dhruva Narayan Jha* |
Managing Director |
01286654 |
8th April 2019 |
2 |
1 |
2 |
Sunita Rani |
Independent |
08957699 |
20th Nov 2020 |
5 |
- |
4 |
Parida Anupam |
Director Independent |
05291844 |
25th April 1974 |
2 |
1 |
4 |
Shrivastava Rukmani Devi |
Director Independent Director |
08469681 |
1st May 1984 |
2 |
1 |
3 |
*Chairman of the Board
Notes: a. None of the Directors hold directorships in more than twenty companies of
which directorship in public companies does not exceed ten in line with the provisions of
Section 165 of the Act. b. None of the directors hold membership of more than ten
committees of board, nor, is a chairman of more than five committees across board of all
listed entities. c. No director holds directorship in more than seven listed entities. d.
None of the independent director holds the position of the independent director in more
than seven listed companies as required under the Listing Regulations. e. None of the
director has been appointed as an Alternate Director for Independent Director. f. The
information provided above pertains to the following committees in accordance with the
provisions of Regulation 26(1) (b) of the Listing Regulations: (i) Audit Committee; and
(ii) Stakeholders Relationship Committee. g. The committee membership and chairmanship
above excludes membership and chairmanship in private companies, foreign companies and
Section 8 companies. h. None of Directors are related with each other.
The Chairman and Managing Director
His primary role is to provide leadership to the Board in achieving goals of the
Company. He is responsible for transforming the Company into a successful organization. He
is responsible, inter-alia, for the working of the Board and for ensuring that all
relevant issues are placed before the Board and that all Directors are encouraged to
provide their expert guidance on the relevant issues raised in the meetings of the Board.
He is also responsible for formulating the corporate strategy along with other members of
the Board of Directors. His role, inter alia, includes: Provide leadership to the Board
and preside over all Board and General Meetings. Achieve goals in accordance with
Companys overall vision. Ensure that Board decisions are aligned with Companys
strategic policy. Ensure to place all relevant matters before the Board and encourage
healthy participation by all Directors to enable them to provide their expert guidance.
Monitor the core management team.
Non-Executive Directors (including Independent Directors) play a critical role in
balancing the functioning of the Board by providing independent judgments on various
issues raised in the Board Meetings like formulation of business strategies, monitoring of
performances, etc. Their role, inter- alia, includes: Impart balance to the Board by
providing independent judgment. Provide feedback on Companys strategy and
performance. Provide effective feedback and recommendations for further improvements.
Disclosure of relationships between Directors inter-se
None of the Directors are related with each other and does not have any pecuniary
relationship with each other.
Number of Shares and Convertible Instruments held by Non-Executive Directors
None of the Non-Executive Directors holds any share in the Company.
Role of the Company Secretary in Governance Process
The Company Secretary plays a key role in ensuring that the Board procedures are
followed and regularly reviewed. The Company Secretary ensures that all relevant
information, details and documents are made available to the Directors and senior
management for effective decision making at the meetings. The Company Secretary is
primarily responsible, to assist the Board in the conduct of affairs of the Company, to
ensure compliance with applicable statutory requirements and Secretarial Standards, to
provide guidance to Directors and to facilitate convening of meetings. He interfaces
between the management and regulatory authorities for governance matters. All the
Directors of the Company have access to the advice and services of the Company Secretary.
Board Independence
The Non-Executive Independent Directors fulfill the conditions of independence as
specified in Section 149 of Companies Act, 2013 and Rules made there under and to meet
with requirements of Regulation 16(b) of Listing Regulations. Further, none of the
Independent Director is serving more than seven listed companies. In case he/she is
serving as a Whole-Time Director in any listed company, does not hold the position of
Independent Director in more than three listed companies. A formal letter of appointment
to Independent Director as provided in Companies Act, 2013 and the Listing Regulations has
been issued and draft of the same has been disclosed on website of the Company.
Board Meetings
The Board meets at regular intervals to discuss and decide on business
strategies/policies and review the financial performance of the Company and its
subsidiaries. The Board Meetings are pre-scheduled and a tentative annual calendar of the
Board is circulated to the Directors well in advance to facilitate the Directors to plan
their schedules. In case of business exigencies, the Boards calls the meeting as pre
requirements of prevailing Act. The notice and detailed agenda along with the relevant
notes and other material information are sent in advance separately to each Director and
in exceptional cases tabled at the Meeting with the approval of the Board. This ensures
timely and informed decisions by the Board. The Board reviews the performance of the
Company.
Roles, Responsibilities and Duties of the Board
The duties of Board of Directors have been enumerated in Listing Regulations, Section
166 and Schedule IV of the said Act (Schedule IV is specifically for Independent
Directors). There is a clear demarcation of responsibility and authority amongst the Board
of Directors.
Information placed before the Board
The Company provides the information as set out in Regulation 17 read with Part
A of Schedule II of Listing Regulations to the Board and the Board Committees
to the extent it is applicable and relevant. Such information is submitted either as part
of the agenda papers in advance of the respective meetings or by way of presentations and
discussions during the meeting.
Minutes of the Meeting
The draft Minutes of the proceedings of the Meetings are circulated amongst the Members
of the Board / Committees. Comments and suggestions, if any, received from the Directors
are incorporated in the Minutes, in consultation with the Chairman. The Minutes are
confirmed by the Members and signed by the Chairman of such meeting at any time before the
next meeting is held or by the Chairman of the next Board / Committee Meetings. All
Minutes of the Committee Meetings are placed before the Board Meeting for perusal and
noting.
Post Meeting Mechanism
The important decisions taken at the Board/Committee meetings are communicated to the
concerned department/s and/or division.
Board Support
The Company Secretary attends the Board meetings and advises the Board on Compliances
with applicable laws and governance.
Board Diversity Policy
The Company has a Board approved policy on Board diversity. The objective of the policy
is to ensure that the Board comprises of adequate number of members with diverse
experience and skills, such that it best serves the governance and strategic needs of the
Company. The Board composition, as at present, broadly meets with the above objective.
Familiarization Programme for Independent Directors
At the time of appointing Director, a formal letter of appointment is given to him/her,
which inter alia explains the role, function, duties and responsibilities expected of
him/her as a Director of the Company. The Director is also explained in detail the
Compliance required from him/her under the Companies Act, 2013, requirements of Listing
Regulations, 2015 and other relevant regulations and affirmation taken with respect to the
same. The Chairman & Managing Director also has one to one discussion with the newly
appointed Director to familiarize him/her with the Companys operations. Further, the
Company has put in place a system to familiarize the Independent Directors about the
Company, its services, business and the on-going events relating to the Company. Further,
at the time of appointment of Independent Director, the Company issues a formal letter of
appointment outlining his/her role, function, duties and responsibilities as a Director.
The format of the letter of appointment is available on Company website. In terms of the
SEBI Listing Regulations, your Company conducts the Familiarisation Program for
Independent Directors about their roles, rights and responsibilities in your Company,
nature of the industry in which your Company operates, business model of your Company
etc., through various initiatives. Web-link of familiarization Programme for Independent
Directors is http://www.jmdlimited.co.in/Company_Polies.aspx
Details of Board Meetings
The Board of Directors met 9 times on 25th May, 27th July, 8th
June, 30th July, 5th August, 24th August, 23rd
September and on 27th October in year 2022 and on 10th February in
the year 2022 during the financial year 2022-23. Attendance of Board of Directors at the
Board Meeting and at the last Annual General Meeting:
Name |
Designation |
Attendance at the AGM |
Meetings Attended |
Dhruva Narayan Jha |
Chairman & Managing Director |
Yes |
9 |
Jagdish Prasad Purohit |
Non-Executive Director |
N.A. |
4 |
Supyar Kanwar |
Independent Director |
N.A. |
2 |
Sunita Rani Parida |
Independent Director |
Yes |
9 |
Anupam Shrivastava |
Independent Director |
Yes |
5 |
Rukmani Devi |
Independent Director |
Yes |
7 |
COMMITTEES OF THE BOARD
In terms of the Companies Act 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has constituted Board Committees
to deal with specific areas and activities which concern the Company and requires a closer
review. The Board Committees are formed with approval of the Board and function under
their respective Charters. These Committees play an important role in the overall
Management of day-to-day affairs and governance of the Company. The Board Committees meet
at regular intervals and take necessary steps to perform its duties entrusted by the
Board. The Minutes of the Committee Meetings are placed before the Board for noting. The
Company has three Board Level Committees: Audit Committee Nomination & Remuneration
Committee Stakeholders Relationship Committee
AUDIT COMMITTEE
Audit Committee of the Board of Directors (the Audit Committee) is
entrusted with the responsibility to supervise the Companys internal controls and
financial reporting process. The composition, quorum, powers, role and scope are in
accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18
of the Listing Regulations. All members of the Audit Committee are financially literate
and bring in expertise in the fields of Finance, Taxation, Economics, Risk and
International Finance. It functions in accordance with its terms of reference that defines
its authority, responsibility and reporting function. These broadly include oversight of
the Companys financial reporting process and disclosure of its financial
information, review of financial statements, review of compliances and review of systems
and controls, approval or any subsequent modification of transactions of the Company with
related parties, review compliance with regulation 9A of the SEBI PIT Regulations, etc.
TERMS OF REFERENCE
The Board has framed the Audit Committee Charter for the purpose of effective
compliance of provisions of Section 177 of the Act and Regulation 18 of the Listing
Regulations. The Audit Committee inter alia performs the functions to:
1. Review with the Companys Chief Financial Officer (CFO), the
preparation, execution and results of the Companys annual internal audit work
program;
2. Review the Companys financial reporting process and the disclosure of
its financial information to ensure that the financial statements are correct, sufficient
and credible;
3. Review with the management, performance of statutory and internal auditors
and review of adequacy of the internal control systems;
4. Discussion with statutory auditors before audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern;
5. Discussion with internal auditors on any significant findings and follow up
thereon;
6. Recommend appointment of Statutory, Internal and Cost Auditors and their
remuneration;
7. Look after the risk assessment including fraud risk and risk guidelines
governing the risk management process;
8. Review the management discussion and analysis of financial condition and
results of operations;
9. Review statement of significant related party transactions (as defined by the
Audit Committee), submitted by management; 10. Review the internal audit reports relating
to internal control weaknesses; 11. Scrutinize inter-corporate loans and investments; 12.
Review the functioning of the Whistle blower mechanism; and 13. Review compliance with the
provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 with reference to
events which were regarded as UPSI, whether such UPSI were shared in the manner expected,
instances of leaks, if any, instance of breaches of the Code, efficiency of sensitization
process, etc. at least once in a financial year and shall verify that the systems for
internal control are adequate and are operating effectively. In fulfilling the above role,
the Audit Committee has powers to investigate any activity within its terms of reference,
to seek information from employees and to obtain outside legal and professional advice.
FUNCTIONS OF AUDIT COMMITTEE
The Audit Committee, while reviewing the Annual Financial Statements also reviews the
applicability of various Accounting Standards (AS) referred to in Section 133 of the
Companies Act, 2013. Compliance of the Accounting Standards as applicable to the Company
has been ensured in the preparation of the Financial Statements for the year ended March
31, 2023. The Audit Committee bridges the gap between the Internal Auditors and the
Statutory Auditors. To ensure good Governance, the Company has been rotating Partners of
Statutory Auditors. The Statutory Auditors are responsible for performing Independent
audit of the Companys financial statements in accordance with the generally accepted
auditing practices and issuing reports based on such audits, while the Internal Auditors
are responsible for the internal risk controls. Besides the above, Chairman and Managing
Director, Chief Financial Officer, the representatives of the Statutory Auditors and the
Internal Auditors are permanent invitees to the Audit Committee Meetings. The Company
Secretary acts as a Secretary to the Committee as required by Regulation 18(1)(e) of the
Listing Regulations. The Company follows best practices in financial reporting. The
Company has been reporting on quarterly basis, the Un-audited Financial Results as
required by the Regulation 33 of the Listing Regulations. The Companys quarterly
Un-audited Standalone Financial Results are made available on the web-site
www.jmdlimited.co.in and are also sent to the Stock Exchanges where the Companys
Equity Shares are listed for display at their respective websites. The Audit Committee
also oversees and reviews the functioning of a vigil mechanism (implemented in the Company
as Whistle Blower Policy) and reviews the finding of investigation into cases of material
nature and the actions taken in respect thereof.
INTERNAL CONTROLS AND GOVERNANCE PROCESSES
The Company continuously invests in strengthening its internal control and processes.
The Audit Committee along with the CFO formulates a detailed plan to the Internal Auditors
for the year, which is reviewed at the Audit Committee Meetings. The Internal Auditors
attend the meetings of Audit Committee at regular intervals and submit their
recommendations to the Audit Committee and provide a road map for the future.
Constitution and Meetings of Audit Committee
During the year, there was a change in composition of Audit Committee. On 8th
June 2022, Mrs. Supyar Kanwar has resigned from Board and Committee and in her place Mrs.
Rukmani Devi has been appointed as Chairperson of Audit Committee. Further, on 5th
August 2022, Mr. Jagdish Prasad Purohit has resigned from the Board and Committee and in
his place, Mr. Anupam Shrivastava has been appointed as Member of the Committee. The
members of Audit Committee met four times on 25th May, 27th July and
on 27th October in year 2022 and on 10th February in year 2023
during the financial year ended on 31st March, 2023.
Name |
Position |
Number of Meetings Held |
Meetings Attended |
Mrs. Supyar Kanwar |
Chairman |
1 |
1 |
Mr. Jagdish Prasad Purohit |
Member |
2 |
2 |
Mrs. Rukmani Devi |
Member |
3 |
3 |
Mr. Dhruva Narayan Jha |
Member |
4 |
4 |
Mr. Anupam Shrivastava |
Member |
2 |
2 |
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee consists of three Non-Executive Directors.
All members of the Nomination and Remuneration Committee are financially literate and they
have accounting or related financial management expertise. The Composition of Remuneration
and Nomination Committee is pursuant to the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of Listing Regulations.
Terms of Reference
The Board has framed the Remuneration and Nomination Committee Charter which ensure
effective Compliance of Section 178 of the Companies Act, 2013 and Regulation 19 of
Listing Regulations, which are as follows: Reviewing the overall compensation policy,
service agreements and other employment conditions of Managing/Whole-time Director(s) and
Senior Management (one level below the Board): to help in determining the appropriate
size, diversity and composition of the Board; to recommend to the Board
appointment/reappointment and removal of Directors; to frame criteria for determining
qualifications, positive attributes and independence of Directors; to recommend to the
Board remuneration payable to the Directors (while fixing the remuneration to Executive
Directors the restrictions contained in the Companies Act, 2013 is to be considered); to
create an evaluation framework for Independent Directors and the Board; to provide
necessary reports to the Chairman after the evaluation process is completed by the
Directors; to assist in developing a succession plan for the Board; to assist the Board in
fulfilling responsibilities entrusted from time-to-time; Delegation of any of its powers
to any Member of the Committee or the Compliance Officer.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter
alia, deals with the manner of selection of Board of Directors and CEO & Managing
Director and their remuneration. This Policy is accordingly derived from the said Charter.
PRINCIPLE AND RATIONALE
Section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 require the Nomination and Remuneration
Committee of the Board of Directors of every listed entity, among other classes of
companies, to formulate the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees. identify
persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal
carry out evaluation of every directors performance - formulate the criteria for
evaluation of Independent Directors and the Board Accordingly, in adherence to the above
said requirements and in line with the Company philosophy towards nurturing its human
resources, the Nomination and Remuneration Committee of the Board of Directors of JMD
Ventures Limited herein below recommends to the Board of Directors for its adoption the
Nomination and Remuneration Policy for the directors, key managerial personnel and other
employees of the Company as set out below:
Criteria of selection of Non-Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and
experience so as to have a diverse Board with Directors having expertise in the fields of
accounting, finance, taxation, law etc. In case of appointment of Independent Directors,
the N&R Committee shall satisfy itself with regard to the independent nature of the
Directors vis-a-vis the Company so as to enable the Board to discharge its function and
duties effectively. The N&R Committee shall ensure that the candidate identified for
appointment as a Director is not disqualified for appointment under Section 164 of the
Companies Act, 2013. The N&R Committee shall consider the following attributes /
criteria, whilst recommending to the Board the candidature for appointment as Director a.
Qualification, expertise and experience of the Directors in their respective fields; b.
Personal, Professional or business standing; c. Diversity of the Board.
In case of re-appointment of Non-Executive Directors, the Board shall take into
consideration the performance evaluation of the Director and his engagement level.
Remuneration
The Non-Executive Directors shall be entitled to receive remuneration by way of sitting
fees, reimbursement of expenses for participation in the Board / Committee meetings. A
Non-Executive Director shall be entitled to receive sitting fees for each meeting of the
Board or Committee of the Board attended by him, of such sum as may be approved by the
Board of Directors within the overall limits prescribed under the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CEO & Managing Director Criteria for selection / appointment
For the purpose of selection of the CEO & MD, the N&R Committee shall identify
persons of integrity who possess relevant expertise, experience and leadership qualities
required for the position and shall take into consideration recommendation, if any,
received from any member of the Board. The Committee will also ensure that the incumbent
fulfills such other criteria with regard to age and other qualifications as laid down
under the Companies Act, 2013 or other applicable laws.
Remuneration for the CEO & Managing Director
At the time of appointment or re-appointment, the CEO & Managing Director shall be
paid such remuneration as may be mutually agreed between the Company (which includes the
N&R Committee and the Board of Directors) and the CEO & Managing Director within
the overall limits prescribed under the Companies Act, 2013. The remuneration shall be
subject to the approval of the Members of the Company in General Meeting. The remuneration
of the CEO & Managing Director is paid by way of salary, allowances, perquisites,
amenities and retirement benefits.
General
This Policy shall apply to all future employment of Companys Senior Management
including Key Managerial Personnel and Board of Directors. Any or all the provisions of
this Policy would be subject to the revision/ amendment in the Companies Act, 2013,
related rules and regulations, guidelines and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 on the subject as may be notified from time to time. Any
such amendment shall automatically have the effect of amending this Policy without the
need of any approval by the Nomination and Remuneration Committee and/ or the Board of
Directors.
PERFORMANCE EVALUATION
In terms of regulation 19 read with Schedule II to the Listing Regulations, the Company
has framed a policy stipulating the criteria for evaluation of directors and the Board. In
light of SEBIs Guidance Note dated 5 January 2017 on Board Evaluation, the
Nomination and Remuneration Committee (NRC) and Board of Directors have revised the policy
containing criteria for performance evaluation. In view of the amendments to section
178(2) of the Act, the Board of Directors of the Company, at its meeting held on 7th
February 2022, had approved the evaluation of the performance of Board, its Committees,
the Chairperson and individual directors to be carried out by the Board only and would not
be duplicated by the NRC. The NRC will only review its implementation and compliance.
Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried
out an annual performance evaluation of its own performance, and that of its Committees,
Chairperson and individual directors.
Constitution and Meetings of Nomination & Remuneration Committee
During the year, there was a change in composition of Nomination & Remuneration
Committee. On 8th June 2022, Mrs. Supyar Kanwar has resigned from Board and
Committee and in her place Mrs. Rukmani Devi has been appointed as Chairperson of Audit
Committee. Further, on 5th August 2022, Mr. Jagdish Prasad Purohit has resigned
from the Board and Committee and in his place, Mr. Anupam Shrivastava has been appointed
as Member of the Committee. The members of Nomination & Remuneration Committee met
four times on 25th May, 5th August and on 24th August in
year 2022 and on 10th February 2023 during the financial year ended on 31st
March, 2023.
Name |
Position |
Number of Meetings Held |
Meetings Attended |
Mrs. Supyar Kanwar |
Chairman |
1 |
1 |
Mr. Jagdish Purohit |
Member |
1 |
1 |
Mrs. Rukmani Devi |
Chairman |
3 |
3 |
Ms. Sunita Parida |
Member |
4 |
4 |
Mr. Anupam Shrivastava |
Member |
3 |
3 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee is constituted in line with the
provisions of Regulation 20 of the SEBI LODR Regulations 2015, read with Section 178 of
the Act and rules made thereunder.
Terms of Reference
The Board approved Terms of Reference of the Committee of Directors
(Stakeholders Relationship Committee) in compliance with Section 178 of the Act and
Regulation 20 read with Part D of Schedule II of the Listing Regulations. This Committee
generally meets once a month. The Committee looks into the matters of
Shareholders/Investors grievances along with other matters listed below: 1. to consider
and resolve the grievances of security holders of the Company including complaints related
to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc.; 2. to consider and
approve demat/ remat of shares / split / consolidation / sub-division of share / debenture
certificates; 3. to consider and approve issue of share certificates (including issue of
renewed or duplicate share certificates), transposition of names, deletion of names
transfer and transmission of securities, etc.; 4. to oversee and review all matters
connected with the transfer of the Companys securities; 5. to consider and approve
opening/modification of operation and closing of bank accounts; 6. to grant
special/general Power of Attorney in favour of employees of the Company from time to time
in connection with the conduct of the business of the Company particularly with Government
and Quasi- Government Institutions; 7. to fix record date/book closure of share/debenture
transfer book of the Company from time to time; 8. to appoint representatives to attend
the General Meeting of other companies in which the Company is holding securities; 9. to
change the signatories for availing of various facilities from Banks/Financial
Institution; 10. to grant authority to execute and sign foreign exchange contracts and
derivative transactions; 11. to monitor implementation and compliance with the
Companys Code of Conduct for Prohibition of Insider Trading;
12. to review measures taken for effective exercise of voting rights by shareholders;
13. to review adherence to the standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent; 14. to review of the
measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the Company; 15. to assist the Board in reviewing and
implementing policies under the Business Responsibility Reporting of the Company as may be
delegated by the Board; 16. to carry out any other function as prescribed under the SEBI
(Listing Obligation and Disclosure Requirement) Regulations, 2015, the Companies Act, 2013
and other applicable laws as amended from time to time; and 17. to carry out any other
duties that may be delegated to the Committee by the Board of Directors from time-to-time.
The Secretarial Department of the Company and the Registrar and Share Transfer Agent,
Purva Sharegistry (India) Private Limited attend to all grievances of the shareholders
received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs,
Registrar of Companies, etc. The Minutes of the Committee of Directors (Stakeholders
Relationship Committee) Meetings are circulated to the Board and noted by the Board of
Directors. Continuous efforts are made to ensure that grievances are more expeditiously
redressed to the complete satisfaction of the investors. Shareholders are requested to
furnish their updated telephone numbers and e-mail addresses to facilitate prompt action.
Compliance Officer
Mr. Pallavi Jaiswal, Company Secretary has been appointed Compliance Officer of the
Company within the meaning of requirements of Regulation 6 of Listing Regulations.
Constitution and Meetings of Stakeholders Relationship Committee
During the year, there was a change in composition of Stakeholders Relationship
Committee. On 8th June 2022, Mrs. Supyar Kanwar has resigned from Board and
Committee and in her place Mrs. Rukmani Devi has been appointed as Chairperson of Audit
Committee. Further, on 5th August 2022, Mr. Jagdish Prasad Purohit has resigned
from the Board and Committee and in his place, Mr. Anupam Shrivastava has been appointed
as Member of the Committee. During the year, two meetings of the Stakeholders
Relationship Committee were held on 25th May in year 2022 and on 10th
February 2023 during the financial year 2022-23. Brief Details of Names, Position,
Category and meeting attended by Members of Committee is as follows:
Name |
Position |
Category |
Meetings Attended |
Mrs. Supyar Kanwar |
Chairman |
Independent, Non-Executive |
1 |
Mrs. Rukmani Devi |
Chairman |
Independent, Non-Executive |
1 |
Mr. Jagdish Purohit |
Member |
Non-Executive, Non-Independent Director |
2 |
Ms. Sunita Rani Parida |
Member |
Independent, Non-Executive |
3 |
Mr. Anupam Shrivastava |
Member |
Independent, Non-Executive |
2 |
SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES):
The investors complaints are also being processed through the centralized web
based complaint redressal system. The salient features of SCORES are availability of
centralized data base of the complaints, uploading online action taken reports by the
Company. Through SCORES the investors can view online, the action taken and current status
of the complaints. In its efforts to improve ease of doing business, SEBI has launched a
mobile app SEBI SCORES, making it easier for investors to lodge their
grievances with SEBI, as they can now access SCORES at their convenience of a smart phone.
DETAILS OF SHAREHOLDERS COMPLAINTS
There was Nil Complaint pending at the beginning of the Financial Year. During the year
the Company did not receive any legitimate compliant from any of the shareholders.
Further, there was no pending complaint at the close of the financial year. During the
financial year, the Company has received several emails asking about the reason for fall
in the price of Company's Equity Shares in Stock Market, whether the Company is willing to
buy the shares held by Investors etc. The Company has suitably replied these queries as
the performance of stock market or price of shares are determined by the investors
themselves on the plate form of stock exchanges and the Company has no intervention in the
same. In regard to purchase of shares from investors by the company, the Company will
inform to both Stock Exchanges and Investors; as and when the decision of buy-back will be
taken by the Board.
As required under Regulation 40(9) of Listing Regulations, a Certificate on half-yearly
basis confirming due compliance of share transfer formalities by the Company from
Practicing Company Secretary has been submitted to the Stock Exchanges within stipulated
time. The Company has designated email id jmdtele@gmail.com to lodge Investor complaints.
Apart from this, the SEBI has also facilitated Investors to lodge complaints directly on
SCORES on SEBI website for faster addressing and resolutions of Investor Complaints.
Independent Directors Meeting
During the year under review, the Independent Directors met on March 1, 2022, inter
alia, to discuss: Evaluate performance of Non-Independent Directors and the Board of
Directors as a whole;
Evaluate performance of the Chairman of the Company, taking into account the views of
the Executive and Non- Executive Directors; Evaluate and assess the key transactions
(including related party transactions) undertaken since the last independent directors
meeting, and the assessment of the performance of the same; Evaluation of the quality,
content and timeliness of flow of information between the Management and the Board that is
necessary for the Board to effectively and reasonably perform its duties; Recommend
measures for corporate governance; and Review recommendation from the last Independent
Directors meeting. All the Independent Directors were present at the Meeting.
GENERAL BODY MEETINGS
Location & time for the last three Annual General Meetings:
Annual General Meeting |
Date & Time |
Venue |
38th Annual General Meeting |
30th August 2022, 11.30 AM |
Meeting held through Video Conferencing (VC) / Other
Audio Visual Means (OAVM) Meeting held through Video Conferencing |
37th Annual General Meeting |
24th September 2021, 1.00 PM |
(VC) / Other Audio Visual Means (OAVM) |
36th Annual General Meeting |
25th September 2020, 1.00 PM |
Registered Office of the Company |
LOCATION AND TIME OF LAST TWO EXTRA-ORDINARY GENERAL MEETINGS:
No Extra-Ordinary General Meetings were held during last three financial years.
POSTAL BALLOT
No business was being conducted via Postal Ballot Rules during last 3 financial years.
At the forthcoming Annual General Meeting, there is no item on the agenda that needs
approval by Postal Ballot.
SPECIAL RESOLUTION PASSED IN LAST THREE ANNUAL GENERAL MEETINGS:
The Special Resolution was passed in the 36th Annual General Meeting held on
25th September 2020 wherein the Company has proposed to sale its 100%
stake which is held in its Subsidiary Company, JMD Medico Services Limited. Members
have approved the Resolution with requisite majority. Apart from the above, no Special
Resolutions was being proposed or passed in remaining two out of last three Annual General
Meetings.
BOARD DISCLOSURES
Compliance with Governance Framework
The Company is in compliance with all mandatory requirements under Listing Regulations,
2015.
STRICTURES AND PENALTIES
SEBI has vides its interim order No. WTM/MPB/ISD/26/2017 dated September 14, 2017
ordered for the forensic Audit of the Books of Accounts of the Company and the same has
completed in due course. The Observations of Forensic Auditors have also been replied
together with Auditors Certificate. Apart from above, no strictures or penalties
have been imposed on the Company by the Stock Exchanges or by the Securities and Exchange
Board of India (SEBI) or by any statutory authority on any matters related to capital
markets activities during the last three years.
DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the 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 have been set out in the Notes to the
Financial Statements. There was no deviation in following the treatments prescribed in any
of the Accounting Standards (AS) in the preparation of the financial statements of the
Company.
RISK MANAGEMENT
Risk management is embedded in your Companys operating framework. Your Company
believes that managing risks helps in maximizing returns. The Companys approach to
addressing business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is examined periodically by the Board and the Audit Committee.
DETAILS OF UTILISATION OF FUND RAISED
During the year, the Company has not raised any funds through preferential allotment,
right issue or qualified institutions placement as specified under Regulation 32(7A) of
the Listing Regulations.
SEBI / STOCK EXCHANGE COMPLIANCE
The Company is in violation of Regulation 14 of SEBI LODR Regulations, 2015 for
non-payment of Listing Fees for FY 2022-23. Apart from above instance, the Company has
complied with all requirements of the Listing Agreement entered into with Stock Exchanges
and also SEBI Listing Regulations. Consequently there were no strictures or penalties
imposed either by SEBI or Stock Exchange or any Statutory Authority for non-compliance of
any matter related to the Capital Markets during the last three years.
PREVENTION OF INSIDER TRADING
The Company has adopted an Internal Code of Conduct for Regulating, Monitoring
and Reporting of Trades by Designated Persons (the Code) in accordance with
the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time
(the PIT Regulations). The Code is applicable to Promoters, Member of
Promoters Group, all Directors and such Designated Persons who are expected to have
access to unpublished price sensitive information relating to the Company. The Company
Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations.
The Company has put in place adequate and effective system of internal controls to ensure
compliance with the requirements of the PIT Regulations. A structured digital database is
being maintained by the Company, which contains the names and other particulars as
prescribed of the persons covered under the Codes drawn up pursuant to the PIT
Regulations. The Company has formulated the Policy on Procedure of Inquiry in case
of leak / suspected leak of Unpublished Price Sensitive Information
(UPSI). The policy is formulated to maintain ethical standards in dealing with
sensitive information of the Company by persons who have access to UPSI. The rationale of
the policy is to strengthen the internal control systems to ensure that the UPSI is not
communicated to any person except in accordance with the Insider Trading Regulations. The
Policy also provides an investigation procedure in case of leak/suspected leak of UPSI.
The Company has also formulated a Policy for determination of legitimate
purposes as a part of the Code of Practices and Procedures for Fair Disclosure of
UPSI as per the requirements of the Insider Trading Regulations. The Company Secretary has
been appointed as the Compliance Officer for ensuring implementation of the codes for fair
disclosure and conduct. The Board, designated persons and other connected persons have
affirmed compliance with the Code. This Code is displayed on the Companys website.
CREDIT RATINGS
During the year under review, the Company does not have any borrowings and has not
raised any funds. Hence, disclosure pertaining to utilization of funds and Credit Rating
is not applicable.
DISCLOSURES
(a) There were no transactions with related party i.e. with Promoters, Directors,
Management, Subsidiaries or Relatives that may have potential conflict of interest with
the Company at large. The details of the related Party transactions are disclosed under
the notes on accounts, as required under the Accounting Standard 18 issued by the
Institute of Chartered Accountants of India. (b) Details of Strictures & Penalties
which have been imposed on the Company by the Stock Exchange or SEBI or any Statutory
Authority, have been provided in Form MR-3 forming part of the Annual Report. (c) In
Compliance with the Securities & Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 as amended till date, on Prohibition of Insider Trading, the
Company has a comprehensive Code of Conduct and the same is being strictly adhered to by
its management, staff and relevant business associates. The code expressly lays down the
guidelines and the procedure to be followed and disclosures to be made, while dealing with
shares of the Company and cautioning them on the consequences of non-compliance thereof.
Further, we affirm that no personnel have been denied access to the Audit Committee. (d)
Reconciliation of Share Capital Audit: As stipulated by SEBI, a qualified Practicing
Company Secretary carries out Secretarial 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. This audit is carried out every
quarter and the report thereon is submitted to the Stock Exchanges where the
companys shares are Listed the audit confirms that the total Listed and Paid-up
Capital is in agreement with the aggregate of the total number of shares in dematerialized
form (held with NSDL and CDSL) and total number of shares in physical form.
CODE OF BUSINESS CONDUCT & ETHICS
The Company has adopted Code of Business Conduct and Ethics (the Code)
which is applicable to the Board of Directors and Senior Management Team (one level below
the Board of Directors) of the Company. The Board of Directors and the members of Senior
Management Team are required to affirm semi-annual compliance of this Code. The Code
requires Directors and Employees to act honestly, fairly, ethically and with integrity,
conduct themselves in professional, courteous and respectful manner. The Code is displayed
on the Company website www.jmdlimited.co.in
CONFLICT OF INTEREST
Each Director informs the Company on an annual basis about the Board and the Committee
positions he occupies in other companies including Chairmanships and notifies changes
during the year. Members of Board while discharging their duties, avoid conflict of
interest in the decision making process. The members of Board restrict themselves from any
discussions and voting in transactions that they have concern or interest.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a whistle blower policy encompassing vigil mechanism pursuant to the
requirements of the section 177(9) of the Act and regulation 22 of the Listing
Regulations. The Board of Directors, at its meeting held on 14 February 2019, revised
whistle blower policy containing, inter alia, leak or suspected leak of unpublished price
sensitive information in view of SEBI (Prohibition of Insider Trading) Regulations, 2015,
as amended, (SEBI PIT Regulations). The policy/vigil mechanism enables directors and
employees to report to the Management their concerns about unethical behaviors, actual or
suspected fraud or violation of the Companys code of conduct or ethics policy and
leak or suspected leak of unpublished price sensitive information. This mechanism provides
safeguards against victimization of directors/employees who avail of the mechanism and
provides for direct access to the Chairman of the Audit Committee in exceptional cases.
The policy has been appropriately communicated to the employees within the Organization
and has also been hosted on the Companys website www.jmdlimited.co.in.
COMPLIANCES REGARDING INSIDER TRADING
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company
has a Board approved code of conduct to regulate, monitor and report trading by insiders
(code of conduct) and a Code of Practices and Procedures for Fair Disclosure
of unpublished price sensitive information (code of fair disclosure).
During the year under review, SEBI amended the SEBI PIT Regulations. In view of the
amendments to the said Regulations, the Board of Directors, at its meeting held on 14
February 2019, inter alia approved the following, with effect from 1 April 2019: a.
Revised code of conduct to regulate, monitor and report trading by Designated Persons; b.
Revised code of practices and procedures for fair disclosure of unpublished price
sensitive information; c. Revised whistle blower policy; d. Institutional mechanism for
prevention of insider trading; and e. Amendment to the terms of reference of the Audit
Committee.
The code of conduct and code of fair disclosure framed by the Company have helped in
ensuring compliance with the requirements.
COMMUNICATION WITH THE MEMBERS/SHAREHOLDERS
The unaudited half yearly results are announced within forty-five days of the close of
the quarter. The audited annual results are announced within sixty days from the close of
the financial year as per the requirements of the Listing Regulations.
The approved financial results are forthwith sent to the BSE and are published in a
national English newspaper and in local language (Marathi) newspaper, within forty-eight
hours of approval thereof. Presently the same are not sent to the shareholders separately.
The Companys financial results and official press releases are displayed on the
Companys Website- www.jmdlimited.co.in. Management Discussion and Analysis forms
part of the Annual Report, which is sent to the shareholders of the Company. The quarterly
results, shareholding pattern, quarterly compliances and all other corporate communication
to the Stock Exchanges viz. BSE Limited are filed electronically. The Company has complied
with filing submissions through BSEs BSE Listing Centre. The Company also informs by
way of intimation to BSE, all price sensitive matters or such other matters, which in its
opinion are material and of relevance to the members. In compliance with Listing
Regulations, the quarterly results, shareholding pattern, quarterly compliances and all
other corporate communication to the Stock Exchanges viz. BSE are filed electronically on
BSEs on-line portal. The Company has complied with filing submissions through
BSEs BSE Online Portal. A separate dedicated section under Investors
Relation on the Companys website gives information on unclaimed dividends (if
any), Notice to Board meeting, quarterly compliance reports / communications with the
Stock Exchanges and other relevant information of interest to the investors / public.
Sections 20 and 136 of the Act, read with the Companies (Accounts) Rules, 2014 permit
companies to deliver the documents electronically to the registered email IDs of the
members.
DISCLOSURES ON MANDATORY REQUIREMENTS
The Company has complied with the mandatory requirements of the Listing Regulations.
DISCLOSURES ON DISCRETIONARY REQUIREMENTS
The Company has also complied with the discretionary requirements as under:
A. The Board
A Chairmans office has been made available for the non executive Chairman and he
is allowed reimbursement of expenses incurred in performance of his duties.
B. Shareholder rights
The Company communicates all material events to its shareholders as and when it occurs.
C. Modified opinion(s) in the audit report
The Company confirms that its financial statements are with unmodified audit opinion.
D. Reporting of internal auditor
The internal auditor reports directly to the Audit Committee.
DISCLOSURES ON NON-MANDATORY REQUIREMENTS
Adoption of non-mandatory requirements of Listing Regulations is being reviewed by the
Board from time-to-time.
GENERAL SHAREHOLDER INFORMATION
Detailed information in this regard is provided in section Shareholders
Information which forms part of this Annual Report.
SHAREHOLDERS INFORMATION a. Next Annual General Meeting
The 39th Annual General Meeting for the financial year ended on 31st
March, 2023 will be held on Thursday, 20th July, 2023 at 1.00 PM (IST), through
Video Conferencing (VC) / Other Audio Visual Means (OAVM).
b. |
Book Closure |
14th July 2023 to 20th July 2023
(both days inclusive) |
c. |
Listing of Shares : |
BSE |
d. |
Stock Code & ISIN |
511092 ISIN INE047E01031 on both NSDL & CDSL. |
e. Listing Fees
Annual listing fee for the year 2022-23 has been paid by the Company to BSE. f. Payment
of Depository Fees
Annual custody fees for the year 2022-23 have been paid by the Company to NSDL and
CDSL. g. Financial Year
The financial year of the Company is from April 1 to March 31, each year. h. Website
The Companys website www.jmdlimited.co.in contains a separate dedicated section
called Investor Relations. It contains comprehensive database of information
of interest to our investors including the financial results, annual reports, dividends
declared, if any, any price sensitive information disclosed to the regulatory authorities
from time to time and the services rendered / facilities extended to our investors.
i. Future Calendar for next financial year :
Subject Matter |
Tentative Dates |
Financial Reporting of 1st Quarter ended on 30th June 2023 |
Mid of August, 2023 |
Financial Reporting of 2nd Quarter ended on 30th September
2023 |
Mid of November, 2023 |
Financial Reporting of 3rd Quarter ended on 31st December
2023 |
Mid of February 2024 |
Financial Reporting of 4th Quarter ended on 31st March 2024 |
During May 2024 |
Date of Annual General Meeting |
During September 2024 |
j. |
Dividend Payment Date |
No Dividend has been recommended for the year under
review. |
k. Dividend History for last 10 years:
Sr. No. |
Year of Declaration of Dividend |
Date of Declaration of Dividend |
Amount Declared per Equity Share |
Face Value of Equity Shares |
1. |
2011-2012 |
30th June 2012 |
0.10 |
1.00 |
2. |
2012-2013 |
29th May 2013 |
0.05 |
1.00 |
3. |
2013-2014 |
28th May 2014 |
0.05 |
1.00 |
l. Unclaimed Dividend / Share Certificates :
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the
dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or
unclaimed for a period of seven years from the date of such transfer then such unclaimed
or unpaid dividend shall be transferred by the company along with interest accrued, if any
to the Investor Education and Protection Fund (the IEPF), a fund established
under sub-section (1) of section 125.
Mandatory Transfer of Shares to Demat Account of Investors Education and Protection
Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive
period of seven years
In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been
paid or claimed by a shareholder for a period of seven consecutive years or more shall be
credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA)
within a period of thirty days of such shares becoming due to be so transferred. Upon
transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares
shall also be credited to such Demat Account and the voting rights on such shares shall
remain frozen till the rightful owner claims the shares. Shares which are transferred to
the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following
the procedure prescribed under the IEPF Rules. Details of Unclaimed Dividend and Due Dates
for transfer are as follows as on March 31, 2023:
Sr. No. |
Year of Declaration of Dividend |
Date of Declaration of Dividend |
Unclaimed Amount |
Due Date for transfer to IEPF Account |
1. |
- |
- |
- |
- |
Further, as required to be disclosed under Regulation 34(3) read with Schedule V of
Listing Regulations, Nil Shares are lying at the beginning or at the close of financial
year in the Suspense Account. Further the Company did not moved in/out any Equity Share in
said Suspense Account during the current financial year. m. Disclosures with respect to
Demat Suspense Account/ Unclaimed Suspense Account
The Company has Nil Shares of 10/- each in respect of Nil Shareholders, lying into Nil
folio, in the demat account held with NSDL/CDSL. n. Market Price Data :
Month |
Price on BSE ( ) & Volume |
S&P BSE SENSEX |
High |
Low |
Volume |
High |
Low |
April 2022 |
3.96 |
3.96 |
5 |
60,845.10 |
56,009.07 |
May 2022 |
4.15 |
4.00 |
1,34,799 |
57,184.21 |
52,632.48 |
June 2022 |
5.38 |
4.07 |
2,75,851 |
56,432.65 |
50,921.22 |
July 2022 |
7.67 |
5.40 |
1,17,898 |
57,619.27 |
52,094.25 |
August 2022 |
11.26 |
7.52 |
94,111 |
60,411.20 |
57,367.47 |
September 2022 |
15.35 |
7.83 |
75,670 |
60,676.12 |
56,147.23 |
October 2022 |
10.64 |
8.78 |
88,488 |
60,786.70 |
56,683.40 |
November 2022 |
10.23 |
9.64 |
45,145 |
63,303.01 |
60,425.47 |
December 2022 |
11.74 |
9.39 |
2,61,928 |
63,583.07 |
59,754.10 |
January 2023 |
11.77 |
10.07 |
14,40,319 |
61,343.96 |
58,699.20 |
February 2023 |
14.64 |
11.15 |
19,47,393 |
61,682.25 |
58,795.97 |
March 2023 |
19.58 |
14.27 |
30,26,232 |
60,498.48 |
57,084.91 |
o. Investors correspondence may be addressed to the Registrar and Transfer Agent
of the Company
Shareholders/ Investors are requested to forward documents related to share transfer,
dematerialization requests (through their respective Depository Participant) and other
related correspondences directly to Purva Sharegistry (India) Private Limited at the below
mentioned address for speedy response.
p. Registrar & Share Transfer Agent
M/s. Purva Sharegistry (India) Pvt. Ltd. has been appointed as Registrar & Share
Transfer Agent for all work relating to share registry in terms of physical. All transfer,
transmission, request related to correspondence/queries, intimation of change of address
etc. should be addressed to our RTA directly at the following Address:
M/s. Purva Sharegistry (India) Private Limited
No. 9, Shiv Shakti Ind. Estate, Gr. Floor, J. R. Boricha Marg, Lower Parel, Mumbai-400
011 Phone - +91 22-2301 6761, Fax - +91 22-2301 2517, E-Mail: support@purvashare.com q.
Share Transfer System and Transfer of Shares
The transfer of shares in physical form is processed by Registrar & Transfer Agent
within a period of fifteen days from the date of receipt thereof provided all the
documents are in order. In case of shares in electronic form, the transfers are processed
by NSDL/CDSL through respective Depository Participants. In compliance with the Listing
Regulations, a Practicing Company Secretary carries out audit of the System of Transfer
and a certificate to that effect is issued. However; as per SEBI Notification No
SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No.
SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of
securities (except in case of transmission or transposition of securities) shall not be
processed from April 1, 2019 unless the securities are held in the dematerialized form
with the depositories. Therefore, Shareholders are requested to take action to
dematerialize the Equity Shares of the Company, promptly.
r. Consolidation of Folios and avoidance of multiple mailing
In order to enable the Company to reduce costs and duplicity of efforts for providing
services to investors, members who have more than one folio in the same order of names are
requested to consolidate their holdings under one folio. Members may write to the
Registrars and Transfer Agents indicating the folio numbers to be consolidated along with
the original shares certificates to be consolidated.
s. Review of Governance Practices
We have in this Report attempted to present the governance practices and principles
being followed at the Company, as evolved over a period, and as best suited to the needs
of our business and stakeholders. Our disclosures and governance practices are continually
revisited, reviewed and revised to respond to the dynamic needs of our business and ensure
that our standards are at par with the globally recognized practices of governance, so as
to meet the expectations of all our stakeholders.
t. Compliance with Secretarial Standards
The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial
Standards on various aspects of corporate law and practices. The Company has complied with
each one of them.
u. Distribution of Shareholding as on 31st March, 2023
No. of Equity Shares |
No. of Share Holders |
% of Share Holders |
Total No. of Shares Held |
% of Share Holding |
1-500 |
1980 |
73.96 |
246449 |
0.85 |
501-1000 |
222 |
8.29 |
171888 |
0.60 |
1001-2000 |
154 |
5.75 |
241537 |
0.84 |
2001-3000 |
41 |
1.53 |
104131 |
0.36 |
3001-4000 |
46 |
1.72 |
169192 |
0.59 |
4001-5000 |
13 |
0.49 |
61074 |
0.21 |
5001-10000 |
61 |
2.28 |
443205 |
1.53 |
10001 and Above |
160 |
5.98 |
27420924 |
95.02 |
Total |
2677 |
100.00 |
28858400 |
100.00 |
v. Shareholding Pattern as on 31st March, 2023
Categories |
No. of Shares |
% of Shareholding |
Promoters, Directors, Relatives & PAC |
6120000 |
21.21 |
Foreign Portfolio Investors (FPI) |
- |
- |
LLP |
171698 |
0.60 |
Mutual Funds / UTI / Financial Institutions |
- |
|
Clearing Members |
56918 |
0.20 |
Non-Resident Indians |
13946 |
0.05 |
NBFC Registered with RBI |
8000 |
0.03 |
Hindu Undivided Family (HUF) |
563019 |
1.95 |
Bodies Corporate |
11918942 |
41.30 |
Indian Public |
10005877 |
34.67 |
Total |
28858400 |
100.00 |
w. Details of Shareholders holding more than 5% holding under Public Category
|
Name of Shareholder |
No. of Shares held |
% of Shareholding |
Not Any |
|
- |
- |
x. Dematerialization of Equity Shares & Liquidity
The Companys Equity Shares are in Demat trading segment and the Company had
established connectivity with both NSDL & CDSL by signing the necessary agreements. As
on 31st March, 2023, 99.10% public shareholdings of the Company are in
dematerialized form.
Procedures for dematerialization of Equity Shares:
Shareholders who continue to hold shares in physical form are requested to
dematerialize their shares at the earliest and avail the benefits of dealing in shares in
demat form. For convenience of shareholders, the process of getting the shares
dematerialized is given hereunder: a) Demat account should be opened with a Depository
Participant (DP). b) Shareholders should submit the Dematerialization Request Form (DRF)
along with share certificates in original, to their DP. c) DP will process the DRF and
will generate a Dematerialization Request Number (DRN). d) DP will submit the DRF and
original share certificates to the Registrar and Transfer Agents (RTA), which is Purva
Sharegistry (India) Private Limited. e) RTA will process the DRF and confirm or reject the
request to DP/ depositories f) Upon confirmation of request, the shareholder will get
credit of the equivalent number of shares in his demat account maintained with the DP y.
Important Points
Investors should hold securities in dematerialised form, as transfer of shares in
physical form is no longer permissible. As mandated by SEBI, w.e.f. April 1, 2019, request
for effecting transfer of securities shall not be processed unless the securities are held
in dematerialised form with a depository except for transmission and transposition of
securities. Members are advised to dematerialise securities in the Company to facilitate
transfer of securities. Holding securities in dematerialized form is beneficial to the
investors in the following manner:
A safe and convenient way to hold securities;
Elimination of risk(s) associated with physical certificates such as bad delivery, fake
securities, delays, thefts, etc.;
Immediate transfer of securities;
No stamp duty on electronic transfer of securities;
Reduction in transaction cost;
Reduction in paperwork involved in transfer of securities;
No odd lot problem, even one share can be traded;
Availability of nomination facility;
Ease in effecting change of address / bank account details as change with Depository
Participants (DPs) gets registered with all companies in which investor holds securities
electronically;
Easier transmission of securities as the same is done by DPs for all securities in
demat account;
Automatic credit in to demat account of shares, arising out of bonus / split /
consolidation / merger / etc.;
Convenient method of consolidation of folios/accounts;
Holding investments in Equity, Debt Instruments, Government securities, Mutual Fund
Units etc. in a single account;
Ease of pledging of securities; and
Ease in monitoring of portfolio.
Members holding Shares in Physical mode: a) are required to submit their Permanent
Account Number (PAN) and bank account details to the Company / RTA, if not registered with
the Company as mandated by SEBI. b) are advised to register the nomination in respect of
their shareholding in the Company. Nomination Form SH-13 ([Pursuant to section 72 of the
Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules
2014] can be obtained from the Companys Registrar and Share Transfer Agent. It is
also available on Public domain. c) are requested to register / update their e-mail
address with the Company / RTA for receiving all communications from the Company
electronically.
Members holding Shares in Electronic mode: a) are requested to submit their PAN and
bank account details to their respective DPs with whom they are maintaining their demat
accounts. b) are advised to contact their respective DPs for registering the nomination.
c) are requested to register / update their e-mail address with their respective DPs for
receiving all communications from the Company electronically.
The Securities and Exchange Board of India vide its circular no. SEBI / HO / MIRSD /
DOS3 / CIR / P / 2019 / 30 dated February 11, 2019, with a view to address the
difficulties in transfer of shares, faced by non-residents and foreign nationals, has
decided to grant relaxations to non-residents from the requirement to furnish PAN and
permit them to transfer equity shares held by them in listed entities to their immediate
relatives subject to the following conditions: a) The relaxation shall only be available
for transfers executed after January 1, 2016. b) The relaxation shall only be available to
non-commercial transactions, i.e. transfer by way of gift among immediate relatives. c)
The non-resident shall provide copy of an alternate valid document to ascertain identity
as well as the non-resident status. d) Non-Resident Indian members are requested to inform
Purva Sharegistry (India) Private Limited, Companys Registrar and Transfer Agent
immediately on the change in the residential status on return to India for permanent
settlement.
z. Electronic Payment Services
Investors should avail the Electronic Payment Services for payment of dividend as the
same reduces risk attached to physical dividend warrants. Some of the advantages of
payment through electronic credit services are as under:
Avoidance of frequent visits to banks for depositing the physical instruments;
Prompt credit to the bank account of the investor through electronic clearing;
Fraudulent encashment of warrants is avoided;
Exposure to delays / loss in postal service avoided; and
As there can be no loss in transit of warrants, issue of duplicate warrants is avoided.
Printing of bank account numbers, names and addresses of bank branches on dividend
warrants provide protection against fraudulent encashment of dividend warrants. Members
are requested to provide the same to the Companys Registrar and Transfer Agent (RTA)
for incorporation on their dividend warrants.
aa. Registration for SMS alert facility
Investor should register with Depository Participants for the SMS alert facility. Both
Depositories viz. National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) alert investors through SMS of the debits and credits in
their demat account.
bb. Intimate Mobile Number
Shareholders are requested to intimate their mobile number and changes therein, if any,
to Companys RTA viz. Purva Sharegistry (India) Private Limited to their dedicated
e-mail id i.e., support@purvashare.com., if shares are held in physical form
or to their DP if the holding is in electronic form, to receive communications on
corporate actions and other information of the Company.
cc. Submit Nomination Form and avoid Transmission hassle
Nomination helps nominees to get the shares transmitted in their favor without any
hassles. Investors should get the nomination registered with the Company in case of
physical holding and with their Depository Participants in case shares are held in
dematerialised form.
Form may be downloaded from the Companys website, under the section
Investor Relations. However, if shares are held in dematerialised form,
nomination has to be registered with the concerned Depository Participants directly, as
per the form prescribed by the Depository Participants.
dd. Deal only with SEBI registered intermediaries
Investors should deal only with SEBI registered intermediaries so that in case of
deficiency of services, investor may take up the matter with SEBI.
ee. Corporate benefits in electronic form
Investor holding shares in physical form should opt for corporate benefits like bonus /
split / consolidation / merger / etc. in electronic form by providing their demat account
details to the Companys RTA.
ff. Register e-mail address
Investors should register their e-mail address with the RTA / Depository Participants.
This will help them in receiving all communication from the Company electronically at
their e-mail address. This also avoids delay in receiving communications from the Company.
Prescribed form for registration may please be downloaded from the Companys website.
gg. Facility for a Basic Services Demat Account (BSDA)
SEBI has stated that all the depository participants shall make available a BSDA for
the shareholders unless otherwise opted for regular demat account with (a) No Annual
Maintenance charges if the value of holding is upto 50,000; and (b) Annual Maintenance
charges not exceeding 100/- for value of holding from 50,001 to 2,00,000. (Refer circular
CIR/MRD/ DP/22/2012 dated August 27, 2012 and circular CIR/MRD/ DP/20/2015 dated December
11, 2015).
hh. Outstanding GDRs./ADRs/Warrants or any convertible instruments, conversion data
likely impact on Equity :
Not any.
ii. Commodity Price Risk / Foreign Exchange Risk
Your Company does not deal into any of commodity and hence and is not directly exposed
to any commodity price risk. Similarly, the Company does not enter into any Foreign
Exchange transactions and hence is not directly exposed to any Foreign Exchange Risk.
jj. Investors Correspondence
Compliance Officer |
RTA |
Correspondence Office |
Pallavi Jaiswal |
Purva Sharegistry (India) Private Limited |
Unit No. 323 & 324, 3rd Floor, Bldg. No. 9 |
Company Secretary |
No. 9, Shiv Shakti Ind. Estate, Gr. Floor, |
Laxmi Plaza, New Link Road |
Tel : +91 22 6565 3451 |
J. R. Boricha Marg, Lower Parel, |
Andheri (W), Mumbai 400 053 |
Email : jmdtele@gmail.com |
Mumbai-400 011 |
Tel : +91 22 6565 3451 |
|
Tel : +91 22 2301 6761 |
Email : jmdtele@gmail.com; |
|
Email: support@purvashare.com |
Website : www.jmdlimited.co.in |
kk. Code of Conduct
The Board of Directors of the Company has laid down Code of Conduct for Directors and
for Senior Management & Employees. All Board Members and Senior Management have
affirmed compliance with the Code of Conduct for the year under review. Declaration to
this effect signed by the Managing Director & Chief Executive Officer is annexed to
this report.
To the Members of JMD VENTURES LIMITED
As provided under Regulation 26 (3) of the SEBI Listing Regulations, 2015, all Board
Members and Senior Management Personnel have affirmed compliance with M/s. JMD Ventures
Limited Code of Business Conduct and Ethics for the year ended March 31, 2023. For JMD
VENTURES LIMITED
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S/d- |
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DHRUVA NARAYAN JHA |
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DIN : 01286654 |
Mumbai, May 19, 2023 |
Chairman & Managing Director |
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