Justride Enterprises Ltd.
|BSE: 531035||Sector: Others|
|NSE: N.A.||ISIN Code: INE432F01024|
|BSE 10:43 | 30 Oct||Justride Enterprises Ltd|
|NSE 05:30 | 01 Jan||Justride Enterprises Ltd|
|BSE: 531035||Sector: Others|
|NSE: N.A.||ISIN Code: INE432F01024|
|BSE 10:43 | 30 Oct||Justride Enterprises Ltd|
|NSE 05:30 | 01 Jan||Justride Enterprises Ltd|
Your Directors are pleased to present the Annual report and Companys auditedfinancial statements for the financial year ended March 31 2015.
The Companys financial performance for the financial year ended March 31 2015 issummarized below:
Current Operations & Future Outlook (State of Companys affairs):
Due to liquidity crunch and continuous losses the Company has not been in a positionto carry on its business operations during the financial year and the cash losses havebeen accumulated on account of routine expenses incurred under review. However with theintent to revive the business operations the management of the Company has chalked downthe Scheme for reduction of paid-up share capital to wipe off the accumulated losses andaccordingly approached SEBI & BSE Limited for seeking its No-Objection to the proposedreduction who have given their nod to the said proposal vide their letter dated June 172015.
Performance and financial position of each of the subsidiaries
As on the date of this directors report the Company has no subsidiary.
Details of change in the nature of business if any; - Not Applicable
Since there are no profits during the year the directors regret their inability torecommend any dividend for the Financial Y ear beginning on April 1 2014 and ending onMarch 31 2015.
Appointment /Reappointment of Directors
During the year under review Ms. Meera Agarwal (DIN No. 07195547) was appointed asanadditional director not liable to retire by rotation on the Board of the Company w.e.fJuly 01 2015.
Further in accordance with the provisions of the Companies Act Mr. Hemant RastogiWhole Time Director retires by rotation by rotation at the ensuing Annual General Meetingand being eligible offered himself for re-appointment. The Board of your companyrecommends his appointment.
As on the date of presenting this report the Board of the Directors of the companyconstitutes of Mr. Hemant Rastogi Mr. Tulsi Bansal Mr. Ajay Mathur Mr. Harish Agarwaland Ms. Meera Agarwal.
Declaration by Independent Director(s)
In terms with Section 149 (7) of the Companies Act 2013 every Independent Director ofthe Company has submitted a declaration that they meet the criteria of Independence.
None of the Directors of your Company is disqualified as per provision of section164(2) of the Act. The Directors of the Company have made necessary disclosures asrequired under various provisions of the Act.
Meetings of Board of Directors
During the year under review the Board of Directors of the Company met Six times on May30 2014 August 12 2014 September 03 2014 October 30 2014 November 14 2014 andFebruary 12 2015.
AUDIT COMMITTEEAND VIGIL MECHANISM
The Company has constituted a vigil mechanism named Whistle Blower Policy("Policy") to deal with instance of unethical practices fraud and mismanagementor gross misconduct by the employees of the Company if any that can lead to financialloss or reputational risk to the organization. It is hereby confirmed that no personnelhas been denied access to the Audit Committee. A copy of the policy is annexed with theDirector Report as Annexure A.
Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Clause 49 of listing agreement with the stock exchange an audit committee hasbeen duly constituted. The Audit Committee as on March 31 2015 comprises of the followingIndependent Directors:
Nomination & Remuneration Committee
The Board of the Company has constitutes a policy on the nomination and remuneration ofthe KMPs and senior management of the Company. A copy of the same is annexedherewith the Directors Report as Annexure B. In terms of the provisions ofCompanies Act 2013 the Nomination & Remuneration Committee as on March 31 2015comprises of the following Directors:
Shareholders Grievance Committee
The Company has constituted Shareholders Grievance Committee with followingcomposition:-
Directors Responsibility Statement
1. The annual accounts for the financial year ended March 31 2015 were prepared as perthe applicable Accounting Standards along with proper explanations relating to materialdepartures;
2. The Directors have selected such accounting policies & applied them consistently& made judgments & estimates that are reasonable & prudent so as to give atrue & fair view of the state of affairs and losses of the Company at the end of thefinancial year and of the profit and loss of the company for the same period;
3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions this Act for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities
4. The Directors have prepared the annual accounts of the Company for the FinancialYear ended March 31st 2015 on a going concern basis.
5. The Directors has laid down internal financial controls to be followed by thecompany and that such internal controls are adequate and were operating effectively.
6. The directors has devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Subsidiaries Joint Venture and Associate Companies
As at March 31 2015 your Company has no subsidiary associate and Joint VentureCompany.
Details of Managerial Remuneration-
As on the date none of the director is being paid the remuneration.
Your Company has not accepted any deposits during the period under review within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposit) Rules 2014.
Particulars of Employees
During the year there was no employee covered under Section 217(2A) of the CompaniesAct 1956 read with the Companies (Particulars of Employees) Rules 1975.
Status of Listing
The Companys shares are listed at BSE Limited (BSE) Delhi StockExchange Limited (DSE) and Calcutta Stock Exchange Limited (CSE).In this regard it is imperative to note that the SEBI vide its order dated 19.11.2014withdrawn the recognition of DSE.
The Statutory Auditors of the Company M/s. BNPSY & Associates CharteredAccountants were appointed in the previous Annual General Meeting in accordance with theprovisions of Section 139 of Companies Act 2013 for a term of five years upto September30 2019. Such appointment of the auditors is subject to the ratification by members atevery Annual general meeting upto to the term of office of auditors. Therefore yourdirectors recommend the ratification of appointment of M/s. BNPSY & AssociatesChartered Accountants as Statutory Auditors to audit the books of accounts of the Companyfor the financial year ended March 31 2016.
Auditors report is without any qualification. Further the observations of theAuditors in their report read together with the Notes on Accounts are self-explanatory andtherefore in the opinion of the Directors do not call for any further explanation.
Management Discussion and Analysis Report
A report on industry analysis is attached hereto and forms part of the Annual Report AnnexureC.
As per provisions of Section 204 of the Act the Board of Directors of the Company hasappointed M/s Praveen Rastogi & Co. Company Secretaries as the Secretarial Auditor toconduct the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended March 31 2015 is annexed to the Director Report as AnnexureD.
Extracts of Annual Return in accordance with Section 92(3)
A separate annexure containing extracts of Annual Return forms part of this DirectorsReport as Annexure E.
The transfer books of the company will be closed from September 25 2015 to September30 2015 both days inclusive for purpose of Annual General Meeting dated September 302015.
The Company has adequate internal control procedures commensurate with the size andnature of business. The Board of Directors periodically reviews the audit plans internalaudit reports adequacy of internal controls and risk management.
Particulars of loan guarantees or investments under Section 186: Not Applicable
Particulars of contracts or arrangements with related parties referred to insection 188(1): There has been no instance of related party transaction during the yearended March 31 2015.
The amount proposed to be carried out to the reserves: Not applicable
The amount recommended to be paid by way of dividend: Not applicable
Material changes in the financial statements: No
Statement indicating development and implementation of a risk management policyfor the company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company: Not Applicable
Development and implementation of policy on Corporate Social Responsibilityinitiatives taken during the year: Not applicable
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEESAND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors. Accordingly following is the criteria for evaluation: -
a. Criteria for evaluation of the Board of Directors as a whole:
i. The Frequency of Meetings
ii. Quantum of Agenda
iii. Administration of Meetings
iv. Flow and quantity of Information from the Management to the Board
v. Number of Committees and their role.
vi. Overall performance of the Company
b. Criteria for evaluation of the Individual Directors;
i. Experience and ability to contribute to the decision making process
ii. Problem solving approach and guidance to the Management
iii. Attendance and Participation in the Meetings
iv. Personal competencies and contribution to strategy formulation
v. Contribution towards statutory compliances monitoring of controls and CorporateGovernance
The Independent Directors had met separately without the presence of Non-IndependentDirectors and the members of management and discussed inter-alia the performance ofnon-Independent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and Non-ExecutiveDirectors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance.
The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it shall be determined whether to extend or continue theirterm of appointment whenever the respective term expires.
The Directors expressed their satisfaction with the evaluation process.
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo as per Section 134(3)(m) of Companies Act 2013 along with Rule 8 ofCompanies (Accounts) Rules 2014 read with Companies (Disclosure of Particulars in theReport of Board of Directors) Rules 1988.
Conservation of Energy
Presently there being no operations involving energy consumption thus the provisionswith respect to conservation of energy does not apply.
Form of Disclosure of Particulars with respect to Absorption of Technology Research& Development.
Research & Development
1. Specific areas in which R & D carried out by the company-There was noresearch and development activity carried out during the financial year.
2. Benefits derived as a result of the above R&D-No benefits were derivedas no R&D was undertaken
3. Future plan of action -The Management of the Company is making necessaryroadmap for starting new business operations i.e. for undertaking projects in the field ofrail infra.
4. Expenditure on R & D -No R&D activity was undertaken during the lastfinancial year.
Technology Absorption Adaptation and Innovation
No technology was absorbed adapted or innovated during the financial year.
1. Efforts in brief made towards technology absorption adaptation and innovation-Notechnology was absorbed adapted or innovated during the last financial year.
2. Benefits derived as a result of the above efforts e.g. product improvementcost reduction product development import substitution etc- Not applicable as nosuch initiatives in this behalf were undertaken.
3. Import of Technology- No technology has been imported during the lastfinancial year. Foreign Exchange-Earning /Outgo
There is no transaction made by the company involving Foreign Exchange.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy (Policy) in linewith the requirements of The Sexual Harassment of Women at the Work Place (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee (ICC) has been set-upto redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under the Policy. Nocase has been reportedduring the year.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
i. Issue of equity shares with differential rights as to dividend voting or otherwise
ii. Details relating to deposits covered under Chapter V of the Act.
iii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
iv. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
v. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
The Company is not required to mandatorily comply with the provision of Clause 49 ofthe Listing Agreement as its equity share capital is less than Rs.10 Crore and Net Worthis not exceeding Rs.25 crores as on the last day of the previous financial year.
Your Directors would like to express their grateful appreciation for the assistancecooperation and trust reposed in your Company by the investors Banks Securities andExchange Board of India Reserve Bank of India Stock Exchanges and other GovernmentAuthorities during the financial year under review. Your Directors wish to place on recordtheir deep sense of appreciation for its clients and for the devoted services of the youngteam of professionals of the Company for its success.
Your Directors also wish to place on record their sincere appreciation of thecontribution made by the employees of the Company and are thankful to the shareholders fortheir continued patronage and support.
VIGIL MECHANISM CUM WHISLTE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty Legalityintegrity and ethical behavior. Any actual or potential violation of the same howsoeverinsignificant or perceived as such would be a matter of serious concern for the Company.The role of the employees in pointing out such violations cannot be undermined.Accordingly this Vigil Mechanism has been formulated with a view to provide a mechanismfor employees of the Company to raise concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reports etc.
Section 177 of the Companies Act 2013 provides that every listed Company shallestablish a Vigil Mechanism for Directors and Employees to report genuine concerns. ThisVigil Mechanism is meant to serve the purpose of Section 177 of the Companies Act 2013 aswell as Whistle Blower Policy under the Listing Agreement.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. This policy aims to provide anavenue for employees and Directors to raise concerns of any violations of legal orregulatory requirements unethical behavior fraud violation of Companys code ofconduct misrepresentation of any financial statements and reports of the Company etc.
The Vigil Mechanism intends to cover serious concerns that could have grave impact onthe operations and performance of the business of the Company. The policy neither releasesemployees from their duty of confidentiality in the course of their work nor is it aroute for taking up a grievance about a personal situation.
No adverse personnel action shall be taken or recommended against an employee orDirector in retaliation to his disclosure in good faith of any unethical and improperpractices or alleged wrongful conduct. This protects such employees or Director fromunfair termination and unfair prejudicial employment practices.
However this policy does not protect an employee from an adverse action which occursindependent of his disclosure of unethical and improper practice or alleged wrongfulconduct poor job performance any other disciplinary action etc. unrelated to adisclosure made pursuant to this policy.
a. "Disciplinary Action" means any action that can be taken on thecompletion of /during the investigation proceedings including but not limiting to awarning imposition of fine suspension from official duties termination legal action orany such action as is deemed to be fit considering the gravity of the matter.
b. "Employee" means every employee of the Company (whether working inIndia or abroad)
c. "Directors" include independent Nominee & Alternate directors
d. "Protected Disclosure" means a concern raised by awritten communication made in good faith that discloses or demonstrates information thatmay evidence unethical or improper activity. Protected Disclosures should be factual andnot speculative in nature.
e. "Subject" means a person or group of persons against or in relationto whom a Protected Disclosure is made or evidence gathered during the course of aninvestigation under this Policy.
f. "Whistleblower" is someone who makes a Protected Disclosure underthis Policy.
g. "Whistle Committee" means a Committee of persons who is/arenominated/ appointed to conduct detailed investigation of the disclosures received fromthe whistleblower and recommends disciplinary action.
h. "Audit Committee" shall mean a Committee of Board of Directors ofthe Company constituted in accordance with the provisions of Section 177 of CompaniesAct 2013 read with Clause 49 of Listing Agreement entered into by the Company with DelhiStock Exchange.
i. "Company" means Justride Enterprises Limited.
j. "Ombudsman" means the Officer or Officers designated as such bythe Audit Committee for the purpose of this Policy.
k. "GOOD FAITH" An employee or a Director shall be deemed to becommunicating in good faith if there is a reasonable basis for communicationof unethical and improper practices or any other alleged wrongful conduct.
Good Faith shall be deemed lacking when the employee does not have personal knowledgeof a factual basis for the communication or where the employee knew or reasonably shouldhave known that the communication about the unethical and improper practices or allegedwrongful conduct is malicious false or frivolous.
l. Policy or This Policy means "Vigil Mechanism."
m. "Improper Activity: means to include:
i. Abuse of authority
ii. Breach of contract
iii. Negligence causing substantial and specific danger to public health and safety
iv. Manipulation of company data/records
v. Financial irregularities including fraud or suspected fraud or Deficiencies inInternal Control and check or deliberate error in preparations of Financial Statements orMisrepresentation of financial reports
vi. Any unlawful act whether Criminal/ Civil
vii. Pilferation of confidential/propriety information
viii. Deliberate violation of law/regulation
ix. Wastage/misappropriation of company funds/assets
x. Breach of Company Policy or failure to implement or comply with any approved CompanyPolicy code of conduct
xi. Unethical behavior
Various stakeholders of the Company are eligible to make Protected Disclosures underthe Policy. These stakeholders may fall into any of the following broad categories:
a. Employees of the Company
b. Directors of the Company
c. Employees of other agencies deployed for the Companys activities whetherworking from any of the Companys offices or any other location
d. Contractors vendors suppliers or agencies (or any of their employees) providingany material or service to the Company
e. Customers of the Company
f. Any other person having an association with the Company
A person belonging to any of the above mentioned categories can avail of the channelprovided by this Policy for raising an issue covered under this Policy.
NOTE: Policy should not be used to be a route for raising malicious or unfoundedallegations against colleagues.
6. GUIDING PRINCIPLES
To ensure that this Policy is adhered to and to assure that the concern will be actedupon seriously the Company will:
i. Ensure that the Whistleblower and/or the person processing the Protected Disclosureis not victimized for doing so
ii. Treat victimization as a serious matter including initiating disciplinary actionon such person/(s)
iii. Ensure complete confidentiality
iv. Not attempt to conceal evidence of the Protected Disclosure
v. Take disciplinary action if any one destroys or conceals evidence of the ProtectedDisclosure made/to be made
vi. Provide an opportunity of being heard to the persons involved especially to theSubject
7. ANONYMOUS ALLEGATION
Whistleblowers must put their names to the allegations made by them because follow-upaction & investigation may not be possible unless the source of the information isidentified. Disclosures expressed anonymously will ordinarily NOT be investigated.
8. PROTECTION TO WHISTLEBLOWER
A. If one raises a concern under this Policy he/she will not be at risk of sufferingany form of reprisal or retaliation. Retaliation includes discrimination reprisalharassment or vengeance in any manner. Companys employee will not be at the risk oflosing her/ his job or suffer loss in any other manner like transfer demotion refusal ofpromotion or the like including any direct or indirect use of authority to obstruct theWhistleblower's right to continue to perform his/her duties/functions including makingfurther Protected Disclosure as a result of reporting under this Policy. The protectionis available provided that:
i. The communication/ disclosure is made in good faith
ii. He/She reasonably believes that information and any allegations contained in itare substantially true; and
iii. He/She is not acting for personal gain
iv. Anyone who abuses the procedure (for example by maliciously raising a concernknowing it to be untrue) will be subject to disciplinary action as will anyone whovictimizes a colleague by raising a concern through this procedure. If consideredappropriate or necessary suitable legal actions may also be taken against suchindividuals.
However no action will be taken against anyone who makes an allegation in good faithreasonably believing it to be true even if the allegation is not subsequently confirmedby the investigation.
B. The Company will not tolerate the harassment or victimization of anyone raising agenuine concern. As a matter of general deterrence the Company shall publicly informemployees of the penalty imposed and discipline of any person for misconduct arising fromretaliation. Any investigation into allegations of potential misconduct will not influenceor be influenced by any disciplinary or redundancy procedures already taking placeconcerning an employee reporting a matter under this policy.
Any other Employee/business associate assisting in the said investigation shall also beprotected to the same extent as the Whistleblower.
9. ACCOUNTABILITIES - WHISTLEBLOWERS
I. Bring to early attention of the Company any improper practice they become aware of.Although they are not required to provide proof they must have sufficient cause forconcern. Delay in reporting may lead to loss of evidence and also financial loss for theCompany.
II. Avoid anonymity when raising a concern
III. Follow the procedures prescribed in this policy for making a Disclosure
IV. Co-operate with investigating authorities maintaining full confidentiality.
V. The intent of the policy is to bring genuine and serious issues to the fore and itis not intended for petty Disclosures. Malicious allegations by employees may attractdisciplinary action.
VI. A whistleblower has the right to protection from retaliation. But this does notextend to immunity for involvement in the matters that are the subject of the allegationsand investigation.
VII. Maintain confidentiality of the subject matter of the Disclosure and the identityof the persons involved in the alleged Malpractice. It may forewarn the Subject andimportant evidence is likely to be destroyed.
VIII. In exceptional cases where the whistleblower is not satisfied with the outcomeof the investigation carried out by the Whistle Officer or the Committee he/she can makea direct appeal to the CMD of the Company or the Audit Committee
10. ACCOUNTABILITIES - OMBUDSMAN AND WHISTLE COMMITTEE
i. Conduct the enquiry in a fair unbiased manner
ii. Ensure complete fact-finding
iii. Maintain strict confidentiality
iv. Decide on the outcome of the investigation whether an improper practice has beencommitted and if so by whom
v. Recommend an appropriate course of action - suggested disciplinary action includingdismissal and preventive measures
vi. Minute Committee deliberations and document the final report
11. RIGHTS OF A SUBJECT
i. Subjects have right to be heard and the Ombudsman or the Committee must giveadequate time and opportunity for the subject to communicate his/her say on the matter
ii. Subjects have the right to be informed of the outcome of the investigation andshall be so informed in writing by the Company after the completion of theinquiry/investigation process
12. MANAGEMENT ACTION ON FALSE DISCLOSURES
An employee/person who knowingly makes false allegations of unethical & improperpractices or alleged wrongful conduct shall be subject to disciplinary action up to andincluding termination of employment in accordance with Company rules policies andprocedures. Further this policy may not be used as a defense by an employee against whoman adverse personnel action has been
taken independent of any disclosure of intimation by him and for legitimate reasons orcause under Company rules and policies.
13. PROCEDURE FOR REPORTING & DEALING WITH DISCLOSURES
The procedure as per Annexure will be followed.
14. ACCESS TO REPORTS AND DOCUMENTS
All reports and records associated with Disclosures are consideredconfidential information and access will be restricted to the Whistleblower the WhistleCommittee and Ombudsman. Disclosures and any resulting investigations reportsor resulting actions will generally not be disclosed to the public except as required byany legal requirements or regulations or by any corporate policy in place at that time.
15. RETENTION OF DOCUMENTS
All Protected Disclosures in writing or documented along with the results ofinvestigation relating thereto shall be retained by the Company for a minimum period of 03years from the date of conclusion of the investigation.
A quarterly status report on the total number of complaints received during the periodwith summary of the findings of the Whistle Committee and the corrective actions takenwill be sent to the Audit Committee as well as Board of Directors of the Company.
The contents of this Policy will be displayed by the Company on its Website and willalso be included in the Directors Report.
17. COMPANYS POWERS
The Company is entitled to amend suspend or rescind this policy at any time. Whilstthe Company has made best efforts to define detailed procedures for implementation of thispolicy there may be occasions when certain matters are not addressed or there may beambiguity in the procedures. Such difficulties or ambiguities will be resolved in linewith the broad intent of the policy and the applicable Law. The Company may also establishfurther rules and procedures from time to time to give effect to the intent of thispolicy and further the objective of good corporate governance. The Audit Committee shallreview the policy and its implementation on regular basis.
The above policy has been reviewed by the Audit Committee.
Chairman of Audit Committee
"NOMINATION AND REMUNERATION & BOARD DIVERSITY POLICY"
In an endeavor to make the hiring of directors KMP & other senior official moretransparent the Companies Act 2013 (Act) requires the Company to have theNomination & Remuneration policy for inter-alia setting up the criteria of nominationof directors Key Managerial Personnel & senior management and remuneration ofdirectors Key Managerial Personnel senior management and other employees. Theconstitution of Nomination and Remuneration Committee and this Policy is in compliancewith Section 178 of the Companies Act 2013 read along with the rules there under andClause 49 of the Listing Agreement.
For the purpose of this Policy:
Act shall mean the Companies Act 2013;
Board shall mean the Board of Directors of JustrideEnterprises Limited;
Committee shall mean the Nomination and Remunerationcommittee of the Company constituted and re constituted by the Board from time to time;
Company shall mean Justride Enterprises Limited;
Directors shall mean the directors of the Company;
Independent Director shall mean a director referred toin Section 149 (6) of the Companies Act 2013;
Key Managerial Personnel (KMP) shall mean thefollowing:
(i) Executive Chairman and/or Managing Director (MD) and/or Manager
(ii) Whole-time Director (WTD);
(iii) Chief Financial Officer (CFO);
(iv) Company Secretary (CS);
(v) Such other officer as may be prescribed.
Senior Management shall mean personnel of the companywho are members of its core management team excluding the Board of Directors. This wouldalso include all members of management one level below the executive directors includingall functional heads.
OBJECTIVE & PURPOSE
The objective and purpose of this Policy are as follows:
To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine remunerationof Directors Key Managerial personnel and Other employees.
To determine remuneration based on the Companys size and financialposition and trends and practices on remuneration prevailing in peer companies in the autoindustry.
To provide them reward linked directly to their efforts performance dedicationand achievement relating to the Companys operations.
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
SCOPE OF THE POLICY
The policy shall be applicable to the following in the Company:
Key Managerial Personnel (KMP)
Other employees of the Company
The Board shall determine the membership of the Committee.
The Committee will comprise at least three members of non- executive directorsa majority of whom shall be independent directors.
One of the independent non-executive directors shall be designated by the Boardto serve as the Committees Chairman.
The present composition of the Committee is:
1. Appointment criteria and qualifications:
1.1 Letter of appointment shall be issued based on the recommendations of the Committeeon the basis of the guidelines for the same under the Companies Act 2013 or the CompanyInternal policy.
1.2 The Committee shall identify and ascertain the integrity qualification expertiseand experience for appointment to the position of Directors KMPs & Senior Management.
1.3 A potential candidate should possess adequate qualification expertise andexperience for the position he/sheis considered for appointment. The Committee shallreview qualifications expertise and experience as well as the ethical and moralqualities possessed by such person commensurate to the requirement for the position.
1.4 The Committee shall determine the suitability of appointment of a person to theBoard of Directors of the Company by ascertaining the fit and proper criteriaof the candidate. The candidate shall at the time of appointment as well as at the timeof renewal of directorship fill in such form as approved by the Committee to enable theCommittee to determine the Fit and Proper Criteria.
1.5 The Company shall not appoint or continue the employment of any person as wholetime director who has attained the age of seventy years. Provided that the term of theperson holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.
1.6 The Committee shall ensure that there is an appropriate induction & trainingprogramme in place for new directors members of senior management and KMP;
1.7 The Committee shall making recommendations to the Board concerning any mattersrelating to the continuation in office of any director at any time including thesuspension or termination of service of an executive director as an employee of theCompany subject to the provision of the law and their service contract.
1.8 The Committee shall recommend any necessary changes to the Board.
2.1 Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Chairman & ManagingDirector Executive Chairman Managing Director or Executive Director for a term notexceeding five years at a time.
No re-appointment shall be made earlier than one year before the expiry of term of theDirector appointed.
2.2 Independent Director
An Independent Director shall hold office for a term up to five years on the Board ofthe Company and will be eligible for re-appointment on passing of a special resolution bythe Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for re- appointment in the Company as IndependentDirector after the expiry of three years from the date of cessation as such in theCompany. The Committee shall take into consideration all the applicable provisions of theCompanies Act 2013 and the relevant rules as existing or as may be amended from time totime.
Due to reasons for any disqualification mentioned in the Companies Act 2013 and rulesmade there under or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a director KMP orsenior management personnel or functional heads subject to the provisions and complianceof the Act rules and regulations.
The director KMP senior management & functional heads shall retire as per theapplicable provisions of the Companies Act 2013 along with the rules made there under andthe prevailing policy of the Company. The Board will have the discretion to retain theDirectors KMPs & Senior Management even after attaining the retirement age for thebenefit of the Company.
5. Diversity on the Board of the Company.
The Company aims to enhance the effectiveness of the Board by diversifying it andobtain the benefit out of it by better and improved decision making. In order to ensurethat the Companys boardroom has appropriate balance of skills experience anddiversity of perspectives that are imperative for the execution of its business strategythe Company shall consider a number of factors including but not limited to skillsindustry experience background race and gender.
The Policy shall confirm with the following two principles for achieving diversity onits Board:
4- Decisions pertaining to recruitment promotion and remuneration of the directorswill be based on their performance and competence; and
4- For embracing diversity and being inclusive best practices to ensure fairnessand equality shall be adopted and there shall be zero tolerance for unlawfuldiscrimination and harassment of any sort whatsoever.
In order to ensure a balanced composition of executive non-executive and independentdirectors on the Board the Company shall consider candidates from a wide variety ofbackgrounds without discrimination based on the following factors:
> Gender - The Company shall not discriminate on the basis of gender in the matterof appointment of director on the Board. The Company encourages the appointment of womenat senior executive levels to achieve a balanced representation on the Board.
> Age - Subject to the applicable provisions of Companies Act 2013 age shall be nobar for appointment of an individual as director on the Board of the Company.
> Nationality and ethnicity - The Company shall promote having a boardroomcomprising of people from different ethnic backgrounds so that the directors mayefficiently contribute their thorough knowledge sources and understanding for the benefitof Companys business;
> Physical disability - The Company shall not discriminate on the basis of anyimmaterial physical disability of a candidate for appointment on Companys Board ifhe/she is able to efficiently discharge the assigned duties.
> Educational qualification- The proposed candidate shall possess desired teambuilding traits that effectively contribute to his/ her position in the Company. TheDirectors of the Company shall have a mix of finance legal and management backgroundthat taken together provide the Company with considerable experience in a range ofactivities including varied industries education government banking and investment.
6.1 In discharging its responsibilities the Committee shall have regard to thefollowing Policy objectives:
> To ensure the Companys remuneration structures are equitable and alignedwith the longterm interests of the Company and its shareholders;
> To attract and retain competent executives;
> To plan short and long-term incentives to retain talent;
> To ensure that any severance benefits are justified.
6.2 The remuneration/ compensation/ commission etc. to the whole-time director KMP andsenior management & other employees will be determined by the Committee andrecommended to the Board for approval.
6.3 The remuneration to be paid to the MD and/or whole-time director shall be inaccordance with the percentage/ slabs/ conditions laid down in the Articles of Associationof the Company and as per the provisions of the Companies Act 2013 and the rules madethere under.
6.4 Increments to the existing remuneration/compensation structure of the SeniorManagement excluding the Board of Directors comprising of members of Management one levelbelow the Executive Director including the Functional Heads will be decided by theChairman &Whole Time Director Mr. Hemant Rastogi.
6.5 Remuneration to Whole-time/ Managing Director KMP senior management;
6.5.1 Fixed pay:
The remuneration of MD and/or whole-time director/KMP and senior management shall bedecided and approved by the Board and the shareholders wherever applicable. The breakup ofthe pay scale and quantum of perquisites including employers contribution towardsprovident fund pension scheme medical expenses club fees and other perquisites shall bedecided and approved by the Board on the recommendation of the Committee.
6.5.2 Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequate itshall pay remuneration to its MD and/or Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if the Company is not able tocomply with such provisions previous approval of the Central Government shall be requiredto be obtained.
6.6 Remuneration to Non- Executive/Independent Director:
6.6.1 Remuneration :
The remuneration/commission shall be fixed as per the slabs and conditions mentioned inthe Articles of Association of the Company and with the provisions of Companies Act 2013along with the rules made there under.
6.6.2 Sitting Fees: The Non- Executive/ Independent Director may receive remunerationby way of fees for attending meetings of Board or Committee thereof. Provided that theamount of such fees shall not exceed the limits prescribed under Companies Act 2013.
Minutes of Committee Meeting
Proceedings of all meetings must be recorded as minutes and signed by the Chairman ofthe Committee at the subsequent meeting. Minutes of the Committee meetings will be tabledat the subsequent Board and Committee meeting.
Disclosure of This Policy
The policy shall be disclosed in the Annual report of the Company as required underCompanies Act 2013 Rules made there under and the Listing Agreement as amended fromtime to time and as may be required under any other law for the time being in force.
The Committee as and when required shall assess the adequacy of this Policy and makeany necessary or desirable amendments to ensure it remains consistent with theBoards objectives current law and best practice.
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2014-15
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration Personnel Rules 2014]
JUSTRIDE ENTERPRISES LIMITED FLAT NO. 133 C4E POCKET NO.11
JANAKPURI New Delhi-110058
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by JUSTRIDE ENTERPRISESLIMITED (hereinafter called the "Company") having CIN L74899DL1967PLC004704Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
We have examined the books papers minute books forms returns filed and otherrecords maintained by JUSTRIDE ENTERPRISES LIMITED for the financial year ended on31st March 2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-Laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings (Not Applicable to the Company during the Audit periodas there were no Foreign Direct Investments Overseas Direct Investments in the Companyand no External Commercial Borrowings were made by the company);
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI ACT):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (Not Applicable to the Company duringthe Audit period as the Company has not availed Employee Stock Option Scheme and EmployeeStock Purchase Scheme);
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not Applicable to the Company during the Audit period as the Companyhas not issued any Debt Instruments/securities);
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not Applicable to the Company during the Audit period as the Company as delistingof securities did not take place); and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not Applicable to the Company during the Audit period as the Company has not Boughtback its securities);
(vi) As informed to us the following other Acts/laws specifically applicable to thecompany as under:
1. The Information Technology Act 2000 and the rules made thereunder
2. The Indian Stamp Act 1899 read with Indian Stamp (Delhi Amendment) Act 2001 (onissue of Equity Shares)
3. Income Tax Act 1961 & Rules 1962.
4. Service Tax law
5. Companies (Auditors Report) Order2015
6. Applicable Accounting Standards
7. Employees PF and Misc. Provisions Act 1952
We have also examined compliance with the applicable clauses of the following:
Secretarial Standards issued by The Institute of Company Secretaries ofIndia. (Not applicable to the Company during the Audit Period)
The Listing Agreement entered into by the Company with Bombay Stock ExchangeLimited.
During the period under review the Company has complied with the provisions of the ActRules
Regulations Guidelines Standards etc. mentioned above except to the extent mentionedbelow:
1. It has been observed that pursuant to section 203 of the Companies Act 2013 theCompany has not appointedKMP (CFO) (Company Secretary).
2. It has been observed that pursuant to section 138 of the Companies Act 2013 theCompany has not appointed Internal Auditor during the year.
3. Pursuant to Section 149 of The Companies Act 2013 and Rule 3 of Companies(Appointment and Qualification of Directors) Rules 2014 Company was require to appointWoman Director on Board within one year from the Commencement of the Act i.e. upto 31stMarch 2015 but there was a delay of 3 months in appointment of woman director.
4. The Company has two pending cases under Labour Law and Income Tax Act 1961.
In respect of other laws specifically applicable to the Company We have relied oninformation/records produced by the Company during the course of our audit and thereporting is limited to that extent.
We further report that:
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meetings.
We further report that there is a scope to improve the systems and processes in thecompany and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines.
We further report that:
There are adequate systems and processes in the company commensurate with thesize and operations of the company to monitor and ensure compliance with applicable lawsrules regulations and guidelines.
There was prosecution initiated against or show cause notice received by thecompany during the year under review.
We further report that during the audit period there were no instances of:
Public/Right/Preferential issue of shares/ debentures/sweat equity.
Redemption/buy-back of securities.
Foreign technical collaborations.
This report is to be read with our letter of even date which is annexed as Annexure-aand forms an integral part of this report.
For PARVEEN RASTOGI & CO.
C.P. No. 2883
Membership No. 4764
Place: New Delhi
Date: September 02 2015
JUSTRIDE ENTERPRISES LIMITED
FLAT NO. 133 C4E
JANAKPURI NEW DELHI-110058
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis of our opinion.
3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.
4. Where ever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of events.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy of effectiveness with which the management has conductedthe affairs of the company.
For PARVEEN RASTOGI & CO.
C.P. No. 2883
Membership No. 4764
Date: September 02 2015
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March 2015 [Pursuant to section 92(3)of the Companies Act 2013 and rule 12(1) of the Companies (Management andAdministration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
ii. Registration Date:- 14/02/1967
iii. Name of the Company:- Justride Enterprises Limited
iv. Category/Sub-Category of the Company: - Company Limited by Share
v. Address of the Registered office and contact details:-Flat No. 133 C4EPocket No.11 Janak Puri New Delhi-110058.
vi. Whether listed company Yes/No: - YES
vii. Name Address and Contact details of Registrar and Transfer Agent if any: -M/SMCS Limited F-65 1STFloor Okhla Industrial Area Phase-1 New Delhi-110020.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:- Not Applicable
CERTIFICATION TO THE BOARD
The Board of Directors
Justride Enterprises Limited
I Hemant Rastogi Chairman cum Director of the Company hereby certify to the boardthat:
a. I have reviewed financial statements and the cash flow statement for the twelvemonths financial year ended 31st March 2015 and to the best of my knowledgeand belief I am in a position to say that:
i. these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;
ii. these statements together present a true and fair view of the Company affairs andare in compliance with existing accounting standards applicable laws and regulations.
b. There are to the best of my knowledge and belief no transactions entered intoby the company during the financial year which are fraudulent illegal or violative of thecompanys code of conduct.
c. I accept full responsibility for establishing and maintaining internal controlfor financial reporting and I have evaluated the effectiveness of internal control systemin the Company pertaining to financial reporting and state that there is no deficiency indesign and operation of the internal control system.
d. I have intimated the auditors and the audit committee
i. that no changes took place in the internal control over financial reporting duringthe financial year ending 31st March 2015.
ii. that no changes in the accounting policies have been made during the financialyear.
iii. there were no frauds committed in the company in which the management wasinvolved.
(Whole Time Director)
Place: New Delhi.