Pending Points to Be Discussed

8/6/2019 Pending Points to Be Discussed

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Pending Points To Discussed:

JBM Auto limited

1) As per the clause 49 of the Listing agreement requirement: The Chairman of the

Audit Committee shall be present at Annual General Meeting to answer shareholderqueries;

ObservationThe Chairman of the Audit Committee is not present in AGM of the company from

last two consecutive financial year,

Consequences of Non compliance

As per Sec292 A of the companies Act: company and Every officer who is

in default shall be punishable with imprisonment for a tem which may be extendedto one year, or with fine which may be extended to Rs.50000 or with both.

Remark: There is default on the part of the company.

Board of Directors

2) As per the clause 49 of the Listing agreement: if in the composition of the

Board non executive Chairmen is the Promoter of the company then the number

of Independent Director should be one half of the Board Of Company.

Observation

Total no directors on Board=5No of Independent Director =2

But the required No. of Independent director should be of 5 i.e.3

Remark: Company is in process of appointing the one independent director.

Consequences of Non compliance

3) As per the clause 49 of the Listing agreement : Confirmation for Independence

of Director is required.

Observation

No confirmationfor Independence of Director is received.


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Remark: No confirmation is available in the company for independence of director.

4) As per the clause 49 of the Listing agreement : A director shall not be a

member in more than 10 committees or act as Chairman of more than fivecommittees across all companies in which he is a director. Furthermore it should

be a mandatory annual requirement for every director to inform the company

about the committee positions he occupies in other companies and notify changes

as and when they take place.

Observation

No confirmation is received from (other than independent) Director about the

committee positions he occupies in other companies.

Remark: No need for receiving confirmation because the company especiallyshowing the membership and chairmanship in the JBM Auto Ltd.

5) As per the clause 49 of the Listing agreement : All Board members and senior

management personnel shall affirm compliance with the code on an annual basis.

The Annual Report of the company shall contain a declaration to this effect

signed by the CEO.

Observation

Such Declaration is not signed by CEO

RemarkThere is no position of CEO in the company, Mr.H.R.Saini have same

power as of CEO.

6) As per the clause 49 of the Listing agreement :The quorum shall be either two

members or one third of the members of the audit committee whichever is greater,but there should be a minimum of two independent members present.

Observation

Quorum is present in audit committee meeting but Minimum two independent

members are not present.

Remark: Yes, Minimum of two independent members are not present in audit

committee meeting.

7) As per the clause 49 of the Listing agreement :

Powers of Audit Committee


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The audit committee shall have powers, which should include the following:

a) To investigate any activity within its terms of reference.b) To seek information from any employee.

c) To obtain outside legal or other professional advice.

d) To secure attendance of outsiders with relevant expertise, if it considersnecessary.

Observation

Resolution Passed for constitution of audit committee not include the power

mentioned above.

Remark: Above Mentioned power of audit committee is indirectly defined in the

minutes at the time of constitution of audit committee,

8) As per the clause 49 of the Listing agreement :

Role of Audit committee include the following Approval of payment to statutoryauditors for any other services rendered by the statutory auditors.

Observation

No approval for payment to Statutory auditor for any other services rendered by

the statutory auditors.

Remark: No such approval is in the minutes of audit committee.

9) No internal audit System is prevailing in the company so that requirement of

internal audit and weakness in the system of internal control is not applicable on

the company.( Already mentioned in the audit report)

10) The Audit Committee shall mandatorily review the following information:a) Statement of significant related party transactions (as defined by the audit

committee), submitted by management;

Remark: Related party transaction is reviewed on annual basis by the audit

committee not during the course of the business.

b) Management letters / letters of internal control weaknesses issued by the

statutory auditors;

No Management letter is received by the company on internal control

weakness during the year.

c) Internal audit reports relating to internal control weaknesses; and The

appointment, removal and terms of remuneration of the Chief internal auditor

shall be subject to review by the Audit Committee


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Remark:No internal audit system is prevailing in the company.

11) Disclosures

a) Basis of related party transactions

b) A statement in summary form of transactions with related parties in the ordinary

course of business shall be placed periodically before the audit committee.

c) Details of material individual transactions with related parties which are not in the

normal course of business shall be placed before the audit committee.

d) Details of material individual transactions with related parties or others, which are

not on an arms length basis should be placed before the audit committee, together

with Managements justification for the same.

Observation

All the above requirement is fulfilled At the board meeting Subsequent to Closing

of the year Not complied During the course of the year..

Remark : Related Party Transaction disclosed in the end board meeting

Subsequent to Closing of the year Not complied During the course of the year..

12) Further the following disclosures shall be made in the section on the corporate

governance of the Annual Report:

a) Remuneration of Directors

Service contracts, notice period, severance fees.

Observation

Service contract, Notice Period of director remuneration is not mentioned in

corporate governance report

Remark: Not disclosed because these are suggested requirement depends on

discretion of the company.

Disclosure Requirement

Remuneration committee


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a) Remuneration Policy



Shareholder committee

a) Number of shareholders complaints received so far



General Shareholder information:

a) Share Transfer System

b) Dematerialization of shares and liquidity

c) Plant Locations



Non Mandatory Requirement

Mechanism for evaluating non-executive Board Members

a) The performance evaluation of non-executive directors could be done by a

peer group comprising the entire Board of Directors, excluding the director being evaluated; and Peer Group evaluation could be the mechanism to

determine whether to extend / continue the terms of appointment of non-

executive directors.

Observation

Not disclosed

Remark:Not disclosed


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Documents

Pending Points to Be Discussed