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TRANSCRIPT
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CHAPTER – 5
CORPORATE GOVERNANCE IN JK PAPER MILLS
Background of J K Paper Mills
JKPM is a dynamic family member of JK Organization. It is located at
Jaykaypur, Dist: Rayagada, Orissa. JK Paper Mills (JKPM) is the flagship
company of JK Organization was established in 1938 (6th August) and JK
Paper Mills, an integrated Pulp & Paper Mills was setup in the year 1962
(18th October) at Jaykaypur in the District of Rayagada (Orissa). JK Paper
Mills is a manufacturer of Pulp and finished, coated and surface size quality
writing and printing papers.
Unit JKPM was established in 1962 at Rayagada, Odisha, and is
located on a total land measuring 686 acres (636.97 acres leasehold and
49.03 acres freehold). JKPM presently has an installed capacity of 1,25,000
TPA for manufacturing paper and saleable pulp. In addition, blade coating
facility was commissioned at the Unit JKPM in July 2005 to produce quality
coated paper, enabling it to move up the value chain and capitalize on the
growing market of coating paper. The capacity of the coating plant at the
Unit JKPM is 46,000 TPA.
The total power requirement at Unit JKPM is 22.5 MW with the peak
load requirement at 23.5 MW, of which, approximately 82% of the power
requirement is met through own captive power plant and the balance
through purchase of power from GRIDCO (the power distribution company
in Odisha) under contract demand of 10 MVA at 132 KV. The Unit JKPM
meets water requirement of approximately 33,000 m3/d from river Nagavali,
a perennial river flowing within one km distance from the unit.
Promoter:
The Promoter of the Company is Bengal & Assam Company Limited.
The Promoter currently holds 14,344,407 Equity Shares of the Company,
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which constitutes 18.35% of the pre- Issue paid-up share capital, and will
continue to hold the majority of the post-Issue paid-up share capital.
Natural Promoter:
Mr. Hari Shankar Singhania, 78 years, has been instrumental in the
foundation of the JK group of companies and the expansion of their
business. He is on the board of directors of Promoter, Bengal & Assam
Company Limited.
Mr. Hari Shankar Singhania is a resident Indian national, currently
residing at 19, Prithviraj Road, New Delhi 110 011, India. His driving license
number is P02042000112985. His voter identification number is
DL/01/002/2222/79.
Interests of the Promoter:
The Promoter is interested in the Company to the extent of its
shareholding and the premium and dividends received on such shareholding
of Equity and preference shares, as may be applicable, to the Company.
Additionally, Promoter is entitled to appoint Director(s) on the Board
of the Company, until such time it holds the requisite percentage of
shareholding in the Company, as provided under Article 101 of the Articles
of the Company. The Promoter will also have interest to the extent of
subscription pursuant to renouncements in its favour and towards
subscription of additional Equity Shares applied for towards the
unsubscribed portion.
The Promoter confirms that it has no interest in any property acquired
by the Company during the last two years from the date of filing of the Draft
Letter of Offer.
Disassociation by the Promoter in the last three years
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Promoter has not disassociated itself from any company or firm during
the three years immediately preceding the date of filing of this Draft Letter of
Offer with SEBI.
Group Companies:
The following companies/firms/ventures are promoted by the
Promoter (including companies under the same management pursuant to
Section 370 (1B) of the Companies Act) and thus, they are Group Companies
(See Table 5.1):
TABLE – 5.1: JK GROUP OF COMPANIES
S.
No.
Name of the Company Brief Description of
business
Promoters’
1. J.K.Lakshmi Cement
Limited
Manufacturing and sale of
Cement
22.25
2. J.K. Tyres & Industries
Limited
Manufacturing and sale of
Automotive Tyres, Tubes
and Flaps
20.54
3. Fenner (India) Limited Manufacturing and sale of
Automotive Tyres, Tubes
and Flaps
20.54
4. J.K.Agri Genetics Limited Research and
Development, Production
and Marketing of Hybrid
Seeds and Holding and
Dealing in Investments
38.35
5. BMF Investments Limited Investments into Shares
and other Securities
-
6. Florence Alumina Limited Manufacturing of Alumina
and Conversion of Alumina
to Aluminum
-
7. J.K.Sugar Limited Manufacturing Trading, 44.86
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Exporting and Importing of
Sugar and Sugar Products
and Generation and
Distribution of Electricity
8. Pranav Investment (M.P.)
Company Limited
Investment in Securities
and Registered with the
RBI as a Non-banking
Financial Company
-
9. Southern Spinners and
Processors Limited
Manufacture, Sale and
Distribution of Cotton Yarn
and Fabric
-
10. Udaipur Cement Works
Limited
Manufacture and Sale of
Cement
49.37
11. Modern Cotton Yarn
Spinners Limited
Manufacture, Sale and
Distribution of Cotton Yarn
and Fabric
-
12. Hansdeep Industries and
Trading Company Limited
Manufacture, Purchase,
Sale and Dealing in
Cement and Cement
Products
-
13. Dwarkesh Energy Limited Production and
Distribution of Power
49.44
14. JK Enviro-tech Limited Manufacturing of Lime 45.45
15. J.K.Risk Managers and
Insurance Brokers Limited
Insurance Broking 49.50
16. Panchmahal Properities
Limited
Purchase and Sale of Land
and Buildings, any Real
Estate and Investments
99.98
17. Acorn Engineering Limited Manufacturing of
Engineering Materials
-
18. Umang Daires Limited Manufacture of Dairy
Products such as Instant
Diary Powder, Ghee and
45.31
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Skimmed Milk Powder
19. LVP Foods Private Limited Processing and Packing of
Liquid Milk in Poly
Pouches
99.99
Source: Field Study
JKPM core business:
JKPM is the largest producer of branded paper in terms of production
and a leading player in the fine papers and virgin packaging board
segments, in terms of market share, in India. It is a market leader in the
branded copier paper segment in India where the company had a market
share of approximately 28.8 %. It manufacture and sell a diverse and multi-
application range of papers, specialty papers, allied stationery and virgin
packaging board products and are focused in the production and marketing
of high-end paper and virgin packaging board products. As on September
30, 2010, its distribution network of paper and virgin packaging board
products comprises of four regional offices, six warehouses, 134 wholesalers
and various dealers, enable it to have a pan-India presence. Additionally, it
exports paper and virgin packaging board to over 40 countries including in
Brazil, UK, Turkey, Middle East, Sri Lanka, Bangladesh, Singapore,
Malaysia and several African nations. These are a part of the JK Group, one
of the leading business brands in India, with a significant presence in
automotive tyres and tubes, cement, power transmission including V-belts,
oil seals, hybrid agricultural seeds, system engineering, sugar, dairy
products, textiles, health care, clinical research and the paper and pulp
brand segments, among others, with presence in India as well as several
other countries.
JKPM operate two integrated manufacturing facilities, the JK Paper
Mills Unit at Rayagada, Odisha (Unit JKPM) and the Central Pulp Mills Unit
at Songadh, Gujarat (Unit CPM), for the production of paper and virgin
packaging boards, with a combined manufacturing capacity of 240,000 TPA.
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JKPM has incorporated as “The Central Pulp Mills Limited” in 1960,
as a pulp manufacturing facility, at Songadh, in Gujarat, and started paper
production in 1975. It was subsequently referred to the BIFR in 1988 due to
accumulated losses. It themselves declared as a sick industrial company in
terms of the Sick Industrial Companies (Special Provisions) Act, 1985 in
1989. The JK Group, as part of its strategy to strengthen its position in the
paper manufacturing market, acquired its Company CPM in 1992, pursuant
to a rehabilitation scheme sanctioned by the BIFR. In 2000, as part of a
restructuring exercise undertaken by JK Lakshmi Cement Limited, the Unit
JKPM, which was operating as a division of JK Lakshmi Cement Limited for
its paper manufacturing business, was consolidated with its Company,
which was subsequently renamed as JK Paper Limited.
JKPM and its manufacturing units have received numerous awards
and recognitions, such as, the Good Corporate Citizen Award-2006‘ by PHD
Chambers of Commerce & Industry, Certificate of Appreciation for
Excellence in Energy Management – 2008‘ by Bureau of Energy, GoI, for its
Unit JKPM, the Paper Mill of the Year‘ award from Indian Paper
Manufacturers Association, for its Unit CPM in 2004 and the Greentech
Environment Excellence Award 2010 Winner of Gold Award in Paper Sector‘
to its Unit CPM, among others.
Further, it was awarded with the TPM Excellence First Category Award
for the year 2006 by the Japan Institute of Plant Maintenance for both of its
manufacturing units.
It has been conscious in addressing environmental and safety
concerns and has regularly introduced cleaner and environment-friendly
technologies in the manufacturing units. Both its manufacturing units are
ISO 9001 – 2008 compliant, operating at over 100% capacity utilization and
are equipped with all of the requisite facilities for end-to-end
environmentally compliant operations ranging from production of pulp to
finishing and packaging of paper, virgin packaging board and stationery
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products. The Unit JKPM has been adjudged as the First Greenest Paper Mill‘
in 1999 and Second Greenest Paper Mill‘ in 2004 by Centre for Science &
Environment (CSE) Additionally, both its manufacturing units are ISO
14001 certified for their eco-friendly operations and OHSAS 18001:2007
certified for occupational health and safety management system standards.
JKPMs Equity Shares re-admitted for trading on the BSE in 1992. Its
Equity Shares were listed on the VSE and the NSE in 1995 and 2005
respectively. However, its Equity Shares were delisted from the VSE in 2007.
For the six month period ending September 30, 2010 and Fiscal 2010,
based on its restated consolidated financial statements, the net sales were `
613.16 crores and ` 1,122.34 crores, respectively, and its adjusted profit
after tax was ` 57.75 crores and ` 91.98 crores, respectively, and for the
Fiscal 2009, based on its restated standalone financial statements, its net
sales were ` 1,092.85 crores and its adjusted profit after tax was ` 37.46
crores.
Historical backdrop of JK PAPER MILLS:
The foundation of J.K. Organization was laid when the nation was
passing through turbulent times. It was the time when Indians were
discriminated against, in their own homeland. Born on 7th November 1884,
Lala Kamlapatji, the worthy son of Lala Juggilal Singhania, had the
determination to fight against this discrimination and a vision to make
Indian business self reliant. With this inspiration he set up the first cotton
mill in northern India JK Cotton Spinning Mill in 1921, exclusively using
Indian capital, management and labour. After this, many other enterprises
were started. JK Jute Mills Co Ltd, JK Iron & Steel Co Ltd, JK Oil Mills, JK
Cotton Manufacturers, JK Hosiery Factory (Calcutta), Motilal Padampat
Sugar Mills, Kamla Ice Factory… an empire was being created.
The Visionary personality had strong nationalist fervour. Responding
to the Mahatma’s call for ‘Swadeshi’ in 1930, he burnt his whole stock of
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imported cloth and decided not to import any further. He organized and led
a boycott week with a protest march in Kanpur in a procession on August
10, 1930, which was more than three miles long – a reflection of his
awakened conscience.
He founded the Merchants Chamber of Commerce of Uttar Pradesh, to
act as a platform for the Indian industry to express itself. His philanthropic
trait was reflected through a number of primary schools that he started all
over Kanpur district. In 1937, he motivated his illustrious son Padampat
Singhania to become a member of an elected United Province Assembly
under the Government of India Act, 1935.
Legacy of Entrepreneurship Keeping alive the spirit of
entrepreneurship, the three sons of Lala Kamplapat Singhania; Sir
Padampat Singhania, Lala Kailashpat Singhania and Lala Lakshmipat
Singhania established a number of industries across India and further
consolidated the existing businesses. They were the pioneers in setting up a
mini steel plant in 1924, and the first Indian Jute Mill in Uttar Pradesh in
1929.
Moving ahead, 1938 saw the inception of a mill in Bhopal, converting
wheat straw into strawboards, which later became the foundation of JK
Paper Ltd. producing top quality paper and boards. 1944 witnessed the
beginning of the first plant in India, manufacturing Aluminium from Indian
bauxite and a variety of end products, including aluminium extrusion foils
and ACSR products. In 1952, JK Steel pioneered the manufacture of Jute
Baling Hoops, Steel Wires & Wire Ropes, Electric Hoists and Material
Handling Equipments etc.
Venturing into other areas, JK acquired Raymond Wollen Mills in
1944 and turned it around. Today the brand Raymond is well known in the
country and world over as a hallmark of impeccable quality and styling. It
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diversified into manufacture of readymade garments and steel engineer’s
files, as the second largest manufacturer in the world.
The JK Group, in 1947, acquired the National Insurance Company
Limited and added National Fire and General Insurance Company, making
JK the 3rd largest Life Insurance Company in India and the largest Indian
insurer on foreign shores. However, Aluminium, Life and General Insurance
were later nationalized by the policy makers of those times.
In 1964, JK set up the first Nylon Filament Yarn manufacturing plant
in India without any foreign collaboration and became one of the largest
manufacturers of various nylon / synthetic fibres yarns.
The year 1977 was yet another landmark year for J.K. Organisation as
the conglomerate entered into the business of producing tyres, which was
till then the domain of multi-nationals. JK Tyre commenced production in
its ultra modern manufacturing unit in Kankroli Rajasthan, in technical
collaboration with General Tire Company of USA and pioneered the
launching of steel belted radial car tyres for the first time in India. Today,
JK’s Truck radial uses cutting edge technology for leadership in the
industry.
The pioneering spirit of J.K. Organization of giving the best to the
consumer continues in all the different businesses.
The Singhanias of today and their generation next have inherited the
spirit of entrepreneurship from their forefathers. Under the visionary
leadership of Shri Hari Shankar Singhania, President, J.K. Organisation,
supported by his brothers, the Organisation has shown continuous and
exemplary growth in diversified fields of industry. The group had achieved a
lead position in major business over the years.
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JK Paper Ltd. is India’s largest producer of branded papers and a
leading player in the Fine Papers and Packaging Board segments. It
operates two integrated Pulp and Paper Mills in India, JK Paper Mills in
Rayagada, Orissa, in eastern India and Central Pulp Mills in Songadh,
Gujarat, in western India with a combined manufacturing capacity of
2,40,000 tonnes per year, using contemporary technology. The products
include a wide range of Coated and Uncoated Printing & Writing Papers and
Packaging Boards. Both the manufacturing units of the Company are ISO
9001-2000 complaint.
JK Paper pioneering initiatives in the Indian paper industry started as
far as the mid 60’s. JK Paper’s pioneering initiatives in the Indian paper
industry started as far as the mid 60’s. It was the first Company to
manufacture surface sized printing & writing paper, followed by copier
paper. The Company’s state-of-the-art Packaging Board plant at Central
Pulp Mills produces international quality virgin boards like FBB, SBS and
Cup Stock, in the brand names of “JK TuffCote”, “JK Ultima” and “JK
PureFil”. Nearly 95% of the Company’s product mix comprises high value
products, marketed under various popular brand names such as, ‘JK
Copier’, ‘JK Bond’, ‘Cedar’, ‘JK Excel Bond’, ‘JK Cote’, ‘JK TuffCote’, ‘JK
PureFil’ and ‘JK Pristine Cote’.
The Company’s plantation, driven by in-house research programme,
has coverage of more than 70,000 hectares with 7,000 hectares of plantation
being added every year. By providing farmers high quality plant species
through the Company’s plantation research centre, it helps farmers to
improve their economic well being. A large number of farmers in the state of
Orissa, Andhra Pradesh, Chhattisgarh, West Bengal, Gujarat and
Maharashtra are benefiting from the programme. These plantations with
their superior quality plants contribute towards a strong base for high
quality raw materials for the Company.
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JK Paper is the first integrated Pulp and Paper Company in India
conferred with TPM Excellence Award by Japan Institute of Plant
Maintenance, apart from various accolades received over the years. The
Company has an export footprint for high value branded products and
Packaging Boards in the Middle East, South East Asia, SAARC and various
African countries.
Main Objectives of JKPM
The main objects as contained in the Memorandum of Association are:
Object I:
To carry on the business of manufacturers of and dealers in all kinds
and classes of Pulp and Pulp products and conversions including Sulphate
and Sulphite Pulp, Soda Pulp, Mechanical Pulp, Chemical Pulp, Paper Pulp,
Rayon Pulp and all other varieties, types and qualities of Pulp in all its forms
by converting, treating or turning to account by any process or method of
manufacture, spin, dye, manner and mode bamboo, timber and wood,
dropping, fly, cotton or cotton waste, cotton seeds, grasses, straw, rice
straw, wheat straw, jute, jute sticks, seisal fibre flax, hemp, remie, hessian,
gunny, sugarcane, bagasse, leather, asbestos, rags, waste paper, water
hyacinth, all types and forms of seed hairs, bast fibres, grass fibre, leaf fibre,
wood fibre or any other vegetable or other material, synthetic or otherwise,
suitable for any of the above treatment and to manufacture and deal in all
kinds of articles in which any form of pulp is used and also to manufacture
and/or deal in any other articles or things of a character similar or
analogous to the foregoing or any of them or connected therewith.
Object II:
To carry on the business of manufacturers of and dealers in all kinds
and classes of Paper, Board, and Paper and Board products and conversions
including writing paper, printing paper, absorbent paper, blotting paper,
filter paper, antique paper, ivory-finish paper, coated paper, art paper, bank
or bond paper, badami, brown or buff paper, bible paper, cartridge paper,
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clothlined paper, azure-laid and move paper, cream-laid and wove paper,
greaseproof paper, glassine paper, gummed paper, hand-made paper,
parchment paper, drawing paper, wrapping paper, kraft paper, manilla
paper, envelope paper, tracing paper, vellum paper, corrugated paper,
water-proof paper, carbon paper, sensitised paper, chemically treated paper,
litmus paper, photographic paper, glass paper, emery paper, paper board,
paste board, card cardboard, strawboard, grey board, pulpboard, leather
board, mill board, corrugated board, duplex and triplex boards, laminated
board, hard-board, plywood board, post cards, visiting cards, chromo and
coated paper and boards, machine coated boards etc., and all kinds or
articles in the manufacture of which in any form paper or board is used and
also to manufacture or deal in any other articles or things of a character
similar or analogous to the foregoing or any of them or connected therewith.
Object III:
To manufacture and deal in all materials and substances used in the
manufacture, production or treatment of Pulp, Paper and Board and other
substances, articles and things the manufacture of which the Company is
authorised to undertake and to turn to account, render marketable and deal
in any of the by-products or the manufacturing process which the Company
may undertake.
Object IV:
To buy, sell, import, export, process, cut, cost, chemically or otherwise
treat and to work out for special purposes all kinds of pulps, paper and
boards and also deal in the manufacture of any other articles connected
with the foregoing.
Object V:
To plant, cultivate, produce, raise, manufacture, purchase, sell,
import, export or otherwise handle or deal in grass, timber, wood, bamboo,
straw and other forest products, cotton, jute, flax, hemp, sugarcane, leather,
asbestos, rags, waste paper, gunnies, water hyacinth, jute sticks or other
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fibres, fibrous substances or other things as many furnish materials for
pulp and for paper or board manufacture in any of its branches or as may
be proper or necessary in connection with the above objects or any of the
them and to carry on business as owners, lessees, managers or planters of
forest, plantations and farms and hewers and cutters of bamboo, wood,
timber, grasses and all other forest products.
Object VI:
To own, work, erect, install, maintain, equip, repair, alter, add to or
otherwise handle or deal in pulp and paper plants, filatures or any other
factories for pressing, ginning, carding, combing scouring, mixing,
processing, bleaching, printing, dyeing, or finishing pulp or paper or board
for conversion of pulp, paper or board or any allied products of any
description and kind.
Business Activities
The Company manufactures and sells a diverse and multi-application
range of papers, and allied stationery products as well as virgin packaging
board products. Detailed below is the description of various business
segments (See Fig 5.1):
a. Writing & Printing Paper,
b. Industrial Paper, and
c. Speciality Paper
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FIGURE – 5.1: JK’s PRODUCT RANGE
Existing Corporate Structure & Management of JKPM:
FIGURE – 5.2: JKPM’S ORGANIZATIONAL STRUCTURE
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Key Managerial Personnel:
Mr. P. Ramnath, aged 51 years, is the Chief Operating Officer of the
Company. Mr. Ramnath holds a B.Tech. degree in Chemical Engineering
from Osmania University College of Technology and is a Post Graduate in
Management from Indian Institute of Management, Bangalore. He has over
28 years of experience in the fields of management consulting, sales and
marketing, business development and business unit management across
diverse industries such as petrochemicals, building products, speciality
polymers, industrial and speciality gases and pharma/agro intermediates.
Mr. Ramnath has previously worked with Business Consulting Group (BCG),
Reliance Industries Limited, Bakelite Hylam Limited, SNG Ion Exchange and
Praxair India Limited. Prior to joining the Company in March 2010, he was
Senior Vice President & Head (Advanced Intermediates Business), Jubilant
Organosys Limited. The remuneration paid to Mr. Ramnath for period ended
March 31, 2010 was ` 3.86 lakhs.
Mr. Ashish De, aged 60 years, is the Chief Executive (New Projects) of
the Company. Mr. De obtained his Bachelors of Science from Calcutta
University and is a post graduate diploma in pulp and paper technology
from Institute of Paper Technology (presently, Indian Institute of Technology,
Roorkie, Chapter Saharanpur) as well as trained in recycled paper board
treatment and coating technology at North Carolina State University, North
Carolina, U.S.A. He has over 39 years of experience in the pulp and paper
industry. Mr. De previously worked with Orient Paper Mills, Rohit Pulp &
Paper Mills, Balkrishna Industries (a subsidiary of Siyaram Silk Mills) and
BILT Industries in various capacities. Prior to joining the Company in
February 2005, he was with ITC‘s paper board and specialty paper division
in various capacities, such as, Vice President (Business Development), Vice
President (Technical) and Vice President – Bhadrachalam Operations. Mr. De
has been incharge of the packaging paperboard business of the Indian joint
venture unit of MM Carton, Austria. The remuneration paid to Mr. De for
Fiscal 2010 was ` 52.29 lakhs.
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Mr. V. Kumaraswamy, aged 49 years, is the Chief Financial Officer of
the Company. Mr. Kumaraswamy obtained his Bachelors of Commerce from
Madras University and completed his Masters in Business Administration
from Indian Institute of Management, Ahmedabad as well as his CWA from
ICWAI. He has over 27 years of experience in the field of finance. Mr.
Kumaraswamy has previously worked with Voltas, ITC Group and Ciba-
Geigy. Prior to joining the Company in September 2005 as Vice President
(Finance), he was with Atul Limited as General Manager (Finance). The
remuneration paid to Mr. Kumaraswamy for Fiscal 2010 was `53.09 lakhs.
Mr. M.C. Goel, aged 59 years, is the Executive Vice President (Works)
of the Unit JKPM and is responsible for overall, efficient, cost effective &
smooth mill management including raw material procurement and
plantation (including bamboo forest working), personnel and administration,
manufacturing, maintenance, power plant operation, material management,
accounts and costing, sales and dispatch and project and development,
including strategic business planning, liaisoning, public relation, corporate
social responsibility activities, and implementation of management system
at the Unit JKPM. Mr. Goel is an engineering graduate from IIT, Roorkee
(formerly University of Roorkee, Roorkee) and Post Graduate from IIT, New
Delhi and holds Post Graduate Diploma in Project Management from
Punjabi University, Patiala. He has over 36 years of experience in general
management, operations and maintenance, project planning and execution
of various projects in integrated pulp and paper mills and synthetic fiber
industries. Mr. Goel has previously worked with Phoenix Pulp & Paper,
Thailand, Century Polyester Limited, Nigeria, JCT Limited, Star Paper Mills
Limited and the Ministry of Energy, GoI. The remuneration paid to Mr. Goel
for Fiscal 2010 was ` 29.87 lakhs.
Mr. N.K. Agarwal, aged 54 years, is the Executive Vice President
(Works) of the Unit CPM and is responsible for overall functioning,
modernization and expansion plans of the Unit CPM in the areas of pulp
and paper manufacturing, packaging board operations, quality control,
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project management, cost compression, operational excellence, human
resource management, commercial and administration functions, TPM and
business process re-engineering at the Unit CPM. Mr. Agarwal has obtained
his B.Tech. in Chemical Engineering from Harcourt Butler Technological
Institute, Kanpur. He has over 31 years of experience in the paper industry.
Mr. Agarwal has previously worked with West Coast Paper Mills and Century
Pulp and Paper. Prior to joining the Company in July 1992, Mr. Agarwal has
worked with Star Paper Mills Limited as Manager (Project and Development).
The remuneration paid to Mr. Agarwal for Fiscal 2010 was ` 31.59 lakhs.
Mr. A.K. Ghosh, aged 46 years, is the Vice President (Sales - Paper) of
JKPM and is responsible for sales and marketing. Mr. Ghosh has obtained
his Bachelors in Arts form University of Calcutta, Diploma in export and
import from Bombay University and Post Graduate Diploma in Sales and
marketing from Xavier Institute of Management affiliated to Bharat Chamber
of Commerce. He has over 14 years of experience in the paper industry. Mr.
Ghosh has previously worked with TLT Worldwide and Cannon India. Prior
to joining the Company in March 1997, Mr. Ghosh has worked with Vijay
Fine Protection Systems Limited as Regional Sales Manager. The
remuneration paid to Mr. Ghosh for Fiscal 2010 was ` 31.56 lakhs.
Mr. Suresh Chander Gupta, aged 53 years, is the Company Secretary
of the Company. Mr. Gupta became a qualified company secretary from
ICSI in 1982. Mr. Gupta obtained his degree in commerce from Sri Ram
College of Commerce, University of Delhi, and completed his Masters in
Business Administration from Management Development Institute,
Gurgaon. He has over 27 years of experience in various aspects related to
corporate laws. Mr. Gupta has previously worked with Khosla Foundry
Limited and Jindal Drilling and Industries Limited. Prior to joining the
Company in January 2001, Mr. Gupta has worked with Jindal Pipes Limited
as Deputy General Manager (Finance and Company Secretary). The
remuneration paid to Mr. Gupta for Fiscal 2010 was ` 19.57 lakhs.
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All of the above key managerial personnel are permanent employees of
the Company. None of the key managerial personnel are related to each
other or to any Director of the Company. Further, there are no arrangements
or understanding with major shareholders, customers, suppliers or others,
pursuant to which any of the key managerial persons were appointed.
Management
The Articles of Association of JKPM provide that the minimum number
of Directors shall be three and the maximum number of Directors shall be
not more than 18 (excluding nominee Directors). As on the date of this Draft
Letter of Offer, the company has 11 Directors.
Details of Directors
Mr. Hari Shankar Singhania, is the Chairman of the Company. He
has obtained a bachelor‘s degree in science from Calcutta University. Mr.
Hari Shankar Singhania has nearly 58 years of experience in managing
various industries including paper, cement, automotive tyres, synthetics,
jute and hybrid seed industries. Besides the Company, he is currently the
chairman of JK Tyre and Industries Limited, BACL and JK Lakshmi Cement
Limited. He is also president, Managing Committee of Pushpawati Singhania
Research Institute for Liver, Renal and Digestive Diseases, New Delhi and
member, Managing Committee, ASSOCHAM. He has also served as
president of the International Chamber of Commerce (1993 and 1994), and
president of the Federation of Indian Chambers of Commerce and Industry.
He was vice president of the Confederation of Asia-Pacific Chambers of
Commerce and Industry and member of the Board of Commonwealth
Development Corporation, United Kingdom. He has held positions as
director on various board appointed by GoI. Mr. Hari Shankar Singhania is
a recipient of the Padma Bhushan‘ from the GoI, for his contribution in the
field of trade and economic activities. He has also been conferred several
other awards and decorations, including The Royal Order of Polar Star by
His Majesty the King of Sweden and has been named as the Commander
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First Class‘ in recognition of his distinguished services to Sweden. He has
been a member of the Board since July 9, 1992.
Mr. Harsh Pati Singhania, is the Managing Director of the Company.
He is responsible for overseeing the paper business and directly controls the
strategy and finance functions of the Company. He has obtained a degree in
Bachelors in Commerce from Calcutta University and holds a degree in
Masters in Business Administration from the University of Massachusetts,
USA. He has also completed the Owner/ President Management program
from Harvard Business School, USA. Mr. Harsh Pati Singhania has more
than 21 years of experience in the paper industry. He currently holds
several key positions, such as, member of the Executive Committee and
Steering Committee of FICCI, Managing Committee of PHD Chamber of
Commerce and Industry, Executive Committee of International Chamber of
Commerce (India), committee of the Indian Paper Manufacturers
Association, and Board of Governors, International Management Institute,
India. He is also member of the Council of Association, Central Pulp and
Paper Research Institute and Managing Committee of Pushpawati Singhania
Research Institute for Liver, Renal and Digestive Diseases, New Delhi. He
has been a member of the Board since July 9, 1992.
Mr. Om Prakash Goyal, is a whole-time Director of the Company. He
is responsible for the day to day operations of the Company. Mr. Goyal is a
qualified chartered accountant from ICAI and has obtained a bachelor‘s
degree in commerce from Rajasthan University, Jaipur. Mr. Goyal has over
45 years of experience in paper and cement industry, having served in
various capacities in numerous companies such as JK Lakshmi Cement
Limited, Kesoram Textiles and Industries Limited and Century Textiles and
Industries Limited. He has been a member of the Board since December 24,
1996.
Mr. Dhirendra Kumar, is a non-executive Director of the Company.
Mr. Kumar obtained his bachelor‘s degree in Engineering from New York
212
University. Mr. Kumar has over 45 years of experience primarily in the tea
industry. He has been the President of Tea Association of India, Bharat
Chamber of Commerce and Calcutta Tea Traders Association. He has been a
member of the Board since October 30, 2001.
Mrs. Vinita Singhania, is a non-executive Director of the Company.
Mrs. Singhania has a degree in bachelors of arts from Chowdhary Charan
Singh University, Meerut. She is presently the managing director of JK
Lakshmi Cement Limited. She is president of Cement Manufacturers'
Association and Chairperson of National Council for Cement and Building
Materials. She is also actively involved in organizing religious discourses,
providing health-care to people below the poverty line and helping destitute
girl children for higher education and various other philanthropic activities.
She has been awarded Best Woman Entrepreneur of the Year 2009‘by PHD
Chamber of Commerce and the Golden Peacock Women Business
Leadership Award from the Institute of Directors. She has been a member of
the Board since May 14, 2009.
Mr. Arun Bharat Ram, is a non-executive independent Director of the
Company. Mr. Arun Bharat Ram has a bachelors degree in industrial
engineering from University of Michigan, USA. Mr. Arun Bharat Ram has
over 43 years of experience. He has been instrumental in building SRF
Limited. Mr. Arun Bharat Ram was President of CII (2000-01) and is
currently chairman, CII Educational Council. He was also appointed by the
GoI to be co-chairman of Indo-German Consultative Group. Mr. Arun Bharat
Ram has been awarded Jamshedji Tata Award, by the Indian Society for
Quality for the year 2006 and the Officer‘s Cross of the Order of Merit, by
the Federal Government of Germany in 2008. He has been a member of the
Board since April 25, 2006.
Mr. M.H. Dalmia, is a non-executive independent Director of the
Company. Mr. Dalmia obtained a bachelors degree in chemical engineering
from Jadavpur University, Kolkata. Mr. Dalmia has over 30 years of
213
experience in the fields of cement, industrial ceramics, real estate,
information technology, investments, engineering and trading, in India
United Kingdom and USA. He is a member of the managing committee of the
Associated Chambers of Commerce and Industry and has been the President
of Indian Refractories Manufacturers Association and of Cement
Manufacturers Association. He was also the President of National Council
for Cement and Building Materials during 1986-89 and a member of the
Managing Committee of the FICCI during 1987-89. He has been a member
of the Board since May 14, 2009.
Mr. R.V. Kanoria, is a non-executive independent Director of the
Company. Mr. Kanoria completed his degree in Masters of Business
Administration (Honours) from International Institute for Management
Development, Switzerland, and completed an Advanced Management
Programme of the Wharton School of Business, USA. Mr. Kanoria has
substantial experience in the chemicals, petrochemicals, textiles and jute
industries. He has been Vice President of FICCI and served in its executive
committee for 17 years, during which period he has headed several joint
business councils for India. He was a part of the official GoI delegation for
the WTO Inter Ministerial Meetings in Seattle and Hong Kong. He has also
served as chairman of the Indian Jute Mills Federation and the
Confederation of Indian Textile Industries. He is a chairman of the
Commission on Trade and Investment Policy of the International Chamber of
Commerce, Paris. He is also a Member of the managing committee of PHD
Chamber of Commerce and Industry. He has been a member of the Board
since July 24, 2007.
Mr. Shailesh Vishnu Haribhakti, is a non-executive independent
Director of the Company. Mr. Haribhakti is a chartered accountant. Mr.
Haribhakti has over 30 years of experience in the fields of governance issues
and risk management. Mr. Haribhakti is a director on the board of various
companies. In addition, he is a committee member of Futures & Options
segment of the NSE and a member of SEBI committee on Disclosures and
214
Accounting Standards. He serves as a member of managing committees of
ASSOCHAM and IMC, Corporate Governance Committee of ASSOCHAM and
CII and is the Chairman of the Global Warming Committee. He was a
member of the ICAI's Group on Implementation of Convergence with IFRS
and a Member on the Standards Advisory Council of the International
Accounting Standards Board. He has been awarded The Best Non Executive
Independent Director Award – 2007‘by the Asian Centre for Corporate
Governance. He has been a member of the Board since July 21, 2008.
Mr. S.K. Pathak, is a non-executive independent Director of the
Company. Mr. Pathak obtained his degree in master of arts in economics
from University of Allahabad. Mr. Pathak has over 51 years of experience in
engineering (civil, mechanical and electrical), contracting and manufacturing
business. He is also the founder and chairman of the Al Basti & Mukhta
group, based in UAE, engaged in the business of, amongst others, civil
construction and manufacture of printing inks, coating and varnishes. He
has been a member of the Board since April 24, 2004.
Mr. Udayan Bose, is a non-executive independent Director of the
Company. Mr. Bose obtained his degree in chemistry with honours and
majored in mathematics from the Presidency College, Kolkata. Mr. Bose has
over 40 years of experience in banking business. Mr. Bose is a Fellow of the
Chartered Institute of Bankers, United Kingdom and has completed his
course in Advanced Management at Harvard Business School, USA. Mr.
Bose has previously worked with Grindlays Bank in India and the United
Kingdom and Deutsche Bank Asia, where he became Regional Director of
South Asia. In 1985, he set up Creditcapital, which eventually was bought
out by Lazard LLC. Mr. Bose has served as Chairman of Creditcapital/
Lazard India from 1985 to 2005 and became a managing director and
General Partner of Lazard LLC in the period from 2001 to 2005. He was
Advisor to the Union Bank of Switzerland and has also served on the
Advisory Board of The Economic Intelligence Unit of the Economist.
215
Recently, Mr. Bose joined Dubai Holding LLC as a member of its board of
directors. He has been a member of the Board since April 25, 2006.
None of the Directors is or was a director on any listed companies
during the last five years preceding the date of filing of the Draft Letter of
Offer and until date, whose shares have been or were suspended from being
traded on BSE or NSE, during the term of their directorship in such
companies.
Except as listed below, none of the Directors is or was a director on
any listed companies which have been or were delisted from the any stock
exchange, during the term of their directorship in such companies:
Pursuant to a resolution passed by the shareholders on December 1,
2010, in accordance with provisions of the Companies Act and Articles of
Association, the Board has been authorised to borrow sums of money for the
purpose of the Company upon such terms and conditions as the Board may
think fit, provided that the money or monies to be borrowed together with
the monies already borrowed by the Company shall not exceed, at any time,
a sum of `2,500 crores
Compensation to Directors:
During the fiscal year 2010 the company paid the following
compensation to Directors (See Table 5.2):
216
TABLE – 5.2: COMPENSATION TO DIRECTORS
Name of the
Director Term Compensation
Remuneration
in Total as on
2012 (in
crores)
Mr. H. S.
Singhania
5 years
w.e.f.
Jan 1,
2007
As per terms &
conditions 4.95
Mr. H. P. Singhania 5 years
w.e.f.
Jan 1,
2007
As per terms &
conditions 5.21
Mr. Om Prakash
Goayal
3 years
w.e.f.
Sep 7,
2009
As per Terms
& Conditions 1.67
Mr. Arun Bharat
Ram
Liable to
retire by
rotation
Sitting fees
and
commission
0.07
Mr. Dhirendra
Kumar
Liable to
retire by
rotation
Sitting fees
and
commission
0.07
Mr. M. H. Dalmia Liable to
retire by
rotation
Sitting fees
and
commission
0.07
Mr. R. V. Kanoria Liable to
retire by
rotation
Sitting fees
and
commission
0.07
Mr. Shaileshendra
Swarup
Liable to
retire by
rotation
Sitting fees
and
commission
0.07
Mr.
ShaileshVishnu
Haribakti
Liable to
retire by
rotation
Sitting fees
and
commission
0.06
Source: JKPM Financial Reports
217
Corporate Governance Philosophy of JKPM
Company’s Philosophy on Code of Governance: Corporate Governance is
an integral part of values, ethics and the best business practices followed by
the Company. The core values of the Company are:
- Commitment to excellence and customer satisfaction
- Maximising long term shareholders’ value
- Socially valued enterprise and
- Caring for people and environment.
In a nutshell, the philosophy can be described as observing of
business practices with the ultimate aim of enhancing long term
shareholders’ value and remaining committed to high standards of business
ethics. The Company has in place a Code of Corporate Ethics and Conduct
reiterating its commitment to maintain the highest standards in its interface
with stakeholders and clearly laying down the core values and corporate
ethics to be practiced by its entire management cadre.
Board of Directors:
The Board of Directors presently consists of seven Directors of which
three are Executive Directors and four are Non-executive Independent
Directors. Other details are as given hereunder:
Five Board Meetings were held during the year 2002-03 on
- 12th August 2002,
- 31st October 2002,
- 30th January 2003,
- 27th March 2003 and
- 21st April 2003.
Audit Committee:
Through a resolution of Board dated July 24, 2007, JKPM re-
constituted an Audit Committee as required under Section 292A of the
Companies Act and Clause 49 of the Equity Listing Agreement with the
Stock Exchanges.
218
Terms of Reference of the Committee cover the matters specified for
Audit Committees under Clause 49 of the Listing Agreement with the Stock
Exchanges and Section 292A of the Companies Act, 1956.
The Committee presently consists of four Non-executive Independent
Directors namely Shri Dhirendra Kumar (Chairman), Shri Gajanan Khaitan,
Shri P.K. Kaul and Shri Shailendra Swarup.
Four meetings of the Audit Committee were held during the year
2002-03 as detailed hereunder
- 12th August 2002,
- 31st October 2002,
- 30th January 2003 &
- 21st April 2003.
Two-thirds of the members of the Audit Committee are independent.
The Audit Committee met four times during Fiscal 2010.
Remuneration Committee:
The Remuneration Committee of Directors consists of three Non-
executive Independent Directors namely Shri Gajanan Khaitan (Chairman),
Shri Dhirendra Kumar and Shri Shailendra Swarup. The ‘Terms of
Reference’ of the Committee in brief are to consider, determine and approve
the remuneration of Executive Directors, on a reference being made in this
behalf by the Board or the Chairman or Managing Director. One meeting of
Remuneration Committee was held on 31st October 2002 and all the
members were present. The Remuneration Committee met two times during
Fiscal 2010.
Shareholders / Investors Grievance Committee:
The Committee presently consists of four Directors, namely Shri
Shailendra Swarup (Chairman), Shri P.K. Kaul, both Non-executive
Independent Directors, Shri Harsh Pati Singhania, Managing Director and
219
Shri Om Prakash Goyal, Whole-time Director. Four meetings of the said
Committee were held during the year 2002-03 as detailed hereunder:
- 12th August 2002
- 31st October 2002
- 30th January 2003
- 21st April 2003
Shri S.C. Gupta, Company Secretary, is the Compliance Officer. One
complaint received during the year has since been disposed of. All valid
requests for share transfer received during the year have been acted upon
by the Company. No such transfer is pending. The Shareholders‘/Investors‘
Grievance Committee met four times during Fiscal 2010.
Committee of Directors
JKPM through a resolution of Board dated January 28, 2011, re-
constituted Committee of Directors. The Committee of Directors currently
comprises:
(a) Mr. Hari Shankar Singhania, Chairman;
(b) Mr. Harsh Pati Singhania; and
(c) Mr. O.P. Goyal;
(d) Mr. R.V. Kanoria
The Committee of Directors met 12 times during Fiscal 2010. The
Company’s Articles do not require Directors to hold any qualification shares.
Means of Communication:
Quarterly, half yearly and annual financial results are normally
published in leading English Dailies like Economic Times, Business
Standard and Gujarati Newspaper Sandesh, etc. The results are also
displayed on the web-site of the company “www.jkpaper.com”. As the results
are published in newspapers having wide circulation and also displayed on
the Company’s website, quarterly and half yearly results are not sent
separately to each shareholder. Full version of the Annual Report, Corporate
220
Governance Report, financial results and shareholding pattern of the
Company shall be posted on the Electronic Data Information Filing and
Retrieval (EDIFAR) website namely www.sebiedifar.nic.in. The website is also
accessible through a hyperlink ‘EDIFAR’ from SEBI’s official website.
Shareholding of Director(s) in JKPM:
The following table details the shareholding of Director(s) in their
personal capacity and either as sole or first holder, as on the date of filing of
the Draft Letter of Offer (See Table 5.3).
TABLE – 5 3: DIRECTOR’S SHAREHOLDING
Name of the Director Number of Equity Shares
(Pre-Issue)
Mr. Hari Shankar Singhania 1,00,000
Mr. Harsh Pati Singhania 75,000
Mr. Om Prakash Goyal 15
Mrs. Vanita Singhania 50,000
Source: Field Visit
Interest of Directors
Company’s Directors may be deemed to be interested to the extent
benefits they are entitled to in terms of their appointment, including any
compensation and fees, payable to them for attending meetings of the Board
or a committee thereof, to the extent of reimbursement of expenses payable
to them as detailed in “Compensation of Directors”.
One of the company’s Directors, Mr. Hari Shankar Singhania, is also
the natural person in control of Promoter. Directors may be interested in
the Equity Shares already held by them or that may be Allotted to them
pursuant to the Issue and / or that may be Allotted to their relatives or
companies, firms and trusts in which they are directors, members, partners
or trustees, as the case may be, pursuant to this Issue. The Director(s) may
221
have further interest to the extent of any dividend payable to them and other
distributions in respect of the Equity Shares.
Additionally, Mr. Harsh Pati Singhania is the nephew of Mr. Hari
Shankar Singhania and Mrs. Vinita Singhania is the wife of late Mr. Shripati
Singhania, one of the brothers of Mr. Hari Shankar Singhania.
Except as stated below and in the ―Related Party Transaction, the
Company has not entered into any contracts or agreements during the two
years prior to this Draft Letter of Offer in which Directors are directly or
indirectly interested, and no payments have been made to them in this
respect of any such contracts, agreements or arrangements or as are
proposed to be made to them (see Table 5.4).
222
TABLE – 5.4: RELATED PARTY TRANSACTIONS
Name of
the
Director
Name of the Company Nature of Transaction
JK Lakshmi Cement
Ltd.
Purchase of Cement
bags
Habras International
Ltd.
Commission on
Purchase order paid
JK Tyre and Industries
Ltd.
Sale of paper not paid
by the Company
Hari
Shankar
Singhania
Lakshmipat Singhania
Education Foundation
Payment of donation by
the company
Fenner (India) Limited Purchase of V-belts and
other materials
Pulp and Paper
Research Institute
Payment of charges
Bhopal Udyog Ltd. Arrangement of
residential
accommodation
Lakshmipat Singhania
Education Foundation
Payment of donation
Harsh Pati
Singhania
Habras International
Ltd.
Commission on
purchase order
JK Lakshmi Cement Purchase of cement
bags
Lakshmipat Singhania
Education Foudnation
Payment of donation
Vinta Singh
Habras International
Ltd.
Commission on
purchase order
O.P.Goyal JK Enviro-tech Ltd. Purchase of lime and
other reimbursement
223
None of the Directors have any interest in any property acquired or
proposed to be acquired by Company in the last two years. The Directors do
not have any interest in any Objects of the Issue for which the Issue
proceeds are proposed to be utilised.
Changes in Board of Directors during the last three years (See Table 5.5):
TABLE – 5.5: CHANGES IN BOARD OF DIRECTORS
Name Date of
Appointment
Date of
Cessation
Reasons
Mr. Gajanan
Khaitan
October 30,
2001
Jan 23,
2009
Death
Mr. Shailesh
Vishnu Haribhakti
July 21, 2008 - Appointment
Mr. M. H. Dalmia May 14, 2009 - Appointment
Mrs. Vinita
Singhania
May 14, 2009 - Appointment
Mr. Shailendra
Swarup
July 9, 1992 Jan 28,
2011
Resignation
Source: JKPM’s Internal Documents
Bonus or Profit Sharing Plan for Key Managerial Personnel:
The Company has an annual Business Performance Link Incentive
Pay Plan (BPLIP), for the employees having designation General Manager
and above. The incentives under the BPLIP are determined on the basis of
achievement of certain financial and non-financial parameters, as detailed in
the BPLIP. The financial parameters include amongst others, achieving
target earning levels, return on capital employed (ROCE) and non-financial
parameters include, among others, risk mitigation and other operating
parameters on which the long term health of the Company depends. Except
as mentioned above, JK does not have any bonus or profit sharing plans for
key managerial personnel and the employees of the Company.
224
Interest of Key Managerial Personnel
The key managerial personnel have an interest in the Company to the
extent of the remuneration or benefits to which they are entitled to as per
the terms of appointment, incentive payable under the BPLIP and
reimbursement of expenses incurred by them in the ordinary course of
business. Additionally, the key managerial persons have interest in the
Company to the extent of their shareholding in the Company and to the
extent of Equity Shares that may be Allotted to them and / or that may be
Allotted to their relatives or companies, firms and trusts in which they are
directors, members, partners or trustees, as the case may be, pursuant to
this Issue. The key managerial persons may have further interest to the
extent of any dividend payable to them and other distributions in respect of
the Equity Shares.
JK has not entered into any contract, agreement or arrangement
during the preceding two years from the date of the Draft Letter of Offer in
which the key managerial personnel are interested directly or indirectly and
no payments have been made to them in respect of these contracts,
agreements or arrangements or are proposed to be made to them.
Changes in Key Managerial Personnel of the Company during the last
three years (See Table 5.6):
225
TABLE – 5.6: CHANGES IN KEY MANAGERIAL PERSONNEL
Name Designation
Date of appointment
as key managerial personnel
Date of cessation
Reasons
Mr.
S.K.Mishra
Chief Executive
(Works)
Jan 31,
1990
Dec 13
2008
Resignation
Mr. Rajiv
Sheopuri
Chief Executive
(Mktg. &
Business Dev.)
Sep 13,
2000
Dec 31,
2008
-do-
Mr. Surajit
Ray
VP (Technology &
Dev)
June 1,
2005
Nov 8,
2010
-do-
Dr. T. K.
Mandal
VP (HRD) Dec 1, 2006 Nov 18,
2010
-do-
Mr.M.C.Goel EVP (Works) Nov 3, 2008 - Promotion
Mr. N.K.
Agarwal
EVP (Works-Unit
CPM)
May 26,
2008
- -do-
Mr. A.K.
Ghosh
VP (Sales-Paper) Jan 19,
2009
- Promotion
Mr. P.Ramnath
Chief Operating Officer
Mar 11, 2010
- Appointment
Source: Field Study
Employees Share Purchase Scheme / Employee Stock Option Scheme
The Company does not have any employee share purchase scheme or
an employee stock option scheme.
Payment of benefit to officers of the Company
Except as disclosed in this Draft Letter of Offer and except the
statutory benefits provided upon termination of their employment in the
Company or superannuation, no officer of the Company is entitled to any
benefits.
Code for Prevention of Insider Trading:
In accordance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992, as amended, the Board of
Directors of the Company has adopted a Code of Conduct for Prevention of
226
Insider Trading in the securities of the Company by its employees in terms
of Schedule I to the said Regulations.
Code of Conduct at JKPM
Code of Conduct for Members of the Board and Senior Management of
JK Paper Limited (pursuant to sub-clause I(D) of Clause 49 of Listing
Agreement). See Annexure I
JK Paper Mills and Litigation:
There is outstanding legal litigation in various courts of law. Some of
the litigation is as under: These legal proceedings are pending at different
levels of adjudication before various courts and tribunals. The amounts
claimed in these proceedings have been disclosed to the extent
ascertainable, excluding contingent liabilities and include amounts claimed
jointly and severally from us and other parties. Further, the Promoter,
Directors and Group Companies are defendants in certain legal proceedings
which may result in a material adverse effect on the consolidated results of
operations or financial condition of such entity if determined against them.
Should any new developments arise, such as a change in Indian law or
rulings against us by appellate courts or tribunals, the company may need
to make provisions in the financial statements that could increase expenses
and current liabilities (See Table 5.7).
227
TABLE – 5.7: JK AND LITIGATION
S. No. Nature of the
litigation
No. of
outstanding
litigations
Aggregate
amount involved
in crores
1 Civil 3 7.56
2. Labour 21 0.56
3. Excise 47 40.94
4. Income tax 7 13.44
5. Sales and entry
tax
9 4.39
6. Other tax 21 2.24
7. Notices 34 7.5
Source: Field Visit
Human Resource Management at JKPM
The company believe that the ability to maintain the growth depends
to a large extent on the strength to attract, train, motivate and retain
employees. As of December 31, 2010 the company had approximately 2,823
full-time employees on the rolls of the Company (See Table 5.8).
TABLE – 5.8: HRM AT JKPM
S. No. Category No. of
Employees Total
1. Workmen 1,597
2. Officers 657
3. Supervisors 214
4. Staff 132
5. Sub staff 50
6. Casual employees 173
TOTAL 2,823
Source: JKPM’s HR Records
228
The Company has several human resource initiatives in place,
conforming to contemporary standards, to nurture and develop its human
resources. Efforts are made to enhance the individual skills and abilities of
the employees through various training programmes and to make the overall
work experience meaningful. The developmental needs for each employee is
identified at the time of annual appraisal and employees are put through an
appropriate mix of internal and external training programmes and other
facilitating mechanisms. The Company emphasizes on improved business
performance year after year, and, accordingly, the individual goals and
targets of the management team are finalized in a workshop prior to the
beginning of the relevant financial year. As a part of the customer-in culture,
a few distinguished dealers/ wholesalers are invited to share their
experiences and expectations from the Company during the Goal Setting
Workshop‘, thereby helping the senior management to orient their goals for
the coming Fiscal Year. Besides, several visits to customer locations by the
executives not working in its sales and marketing department are also
arranged from its manufacturing units as well as from its head office in New
Delhi. Further, the Company has instituted The Executive Coaching along
with M/s Hewitt Associates, a renowned HR Consultancy firm, a program for
senior executives to train them in delivering quality performance.
At the top management level strategic skills and organization building
skills are emphasized, at the middle management level it is largely focused
on preparing future leadership, whereas at junior management levels
appropriate functional skills training is imparted. The Company has
organized summits for senior management, such as, a 3-day summit on
Strategies for Quantum Growth‘, conducted at the ISB, Hyderabad in
November 2008. Additionally, some of its promising employees have also
undergone one to two weeks' Leadership Programmes at IIM, Bangalore and
IIM, Lucknow.
229
Awards and Recognitions
JKPM and its manufacturing units have received numerous awards
and recognitions, some of which are listed below:
• Sword of Honour from British Safety Council, United Kingdom, for
the Unit JKPM.
• Paper Mill of the Year‘ award from Indian Paper Makers
Association, for the Unit JKPM in 1995.
• Unit JKPM has been adjudged as the First Greenest Paper Mill‘ in
1999 and Second Greenest Paper Mill‘ in 2004 by Centre for Science
& Environment (CSE).
• Paper Mill of the Year‘ award from Indian Paper Manufacturers
Association, for Unit CPM in 2004.
• National Safety Award-2004‘ by Ministry of Labour & Employment,
GoI, to Unit CPM.
• CII Sohrabji Godrej‘s National Award for Excellence in Energy
Management 2005‘ to Unit CPM.
• CII National Award‘ to Unit CPM for excellence in energy
management in 2005.
• The IPMA Energy Conservation Award‘ to Unit CPM in 2007.
• Greentech Environment Excellence Award 2010 - Winner of Gold
Award in Paper Sector‘ to Unit CPM.
• Greentech Environment Excellence Award 2010 - Winner of Silver
Award in Paper Sector‘ to Unit JKPM.
• National Energy Conservation Award 2009 - Merit Certificate in the
Pulp & Paper Sector‘ to Unit CPM.
• Good Corporate Citizen Award-2006‘ by PHD Chambers of
Commerce & Industry.
• TPM Excellence First Category Award‘ in 2006 by Japan Institute of
Plant Maintenance for both manufacturing units.
• Award for Excellence in Consistent TPM Commitment – 2009‘ by
Japan Institute of Plant Maintenance for Unit JKPM.
230
Employee benefits:
(a) Defined Contribution Plan
Employee benefit in the form of Superannuation Fund is considered
as defined contribution plan and charged to the profit and loss account in
the year when the contribution to the respective fund is due.
(b) Defined Benefit Plan
Retirement benefits in the form of gratuity is considered as defined
benefit obligation and provided for on the basis of an actuarial valuation,
using the projected unit credit method, as at the date of balance sheet.
The provident fund contribution is made to trust administered by the
trustees. The interest rate to the members of the trust shall not be lower
than the statutory rate declared by the Central Government under
Employees‘ Provident Fund and Miscellaneous Provision Act, 1952. Any
shortfall, if any, shall be made good by the Company.
(c) Other long-term benefits Long term compensated absences are provided
for on the basis of an actuarial valuation, using the projected unit credit
method, as at the date of balance sheet.
Actuarial gain/losses, if any, are immediately recognized in the profit and
loss account.
Health, Safety and Risk Management
JKPM implemented work safety measures and standards to ensure
healthy and safe working conditions, equipment and systems of work for all
the employees, contractors, workers, visitors and customers at its
manufacturing units. It intended to reduce waste and other harmful
pollutants by careful use of materials, energy and other resources while
maximizing recycling opportunities. Each of its manufacturing units have its
own work safety management departments which ensures compliance with
safety measures and standards. In addition, it has established a separate in-
house safety department to address all safety related issues with respect to
manufacturing units. It has established a committee for work safety which
sets safety measures and standards in accordance with the relevant safety
231
laws and regulations in India. JKPM oversee the implementation and
compliance of these safety measures and standards.
Starting at the design and engineering of its manufacturing units, it
adopted safety technology for all its equipment, electrical machines and
electronic control systems as per international standards of industrial
safety.
Both manufacturing units have integral safety systems and emergency
shutdown systems for stoppage of the manufacturing units in abnormal
conditions.
Insurance
JKPM maintains insurance against property damage caused by fire,
burglary, terrorism, earthquake and other perils that may result in physical
damage to or destruction of its offices, manufacturing units, equipment, raw
materials, and inventory and business interruption. It also has a marine
cargo open policy for transport of machines. All policies are subject to
standard deductibles and coverage limitations. In addition, it maintains
group personnel accident policy and group mediclaim policy with respect to
certain category of its employees. It also maintains a range of general
commercial liability insurance, including directors’ and officers' and
company reimbursement policy. Its insurance policies are provided by
domestic insurance companies.
Industrial Relations - Labour Cases:
There are 21 labour cases pending in various courts against the
Company. These cases primarily relate to recovery of subsistence
allowances, payment of provident fund, applicability of productivity norms to
employees, compensation claims, re-instatement claims, back wages claims
and termination related matters. The total amount of claims, against the
Company aggregates to approximately ` 0.56 crore. Material cases are
described below.
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JK Paper Mills Contract Sramika Sangh, a union representing 1,800
workers engaged with 31 contractors working for the Unit JKPM and
unrecognized by the Company, filed a complaint on November 23, 2004
before the Regional Provident Fund Commissioner, Bhubaneshwar, alleging
that the 1,800 workers were not extended the benefits of the employee
provident fund. A detailed inquiry was conducted by the Regional Provident
Fund Commissioner, Bhubaneshwar and, acting on the findings of the
inquiry, proceedings were initiated before the Assistant Provident Fund
Commissioner, Berhampur. The Assistant Provident Fund Commissioner,
Berhampur delivered an order dated June 12, 2006, stating that an amount
of ` 33,23,592 along with applicable interest should be paid by the Company
as contribution towards the employee provident fund for the 1,800 workers.
The Company filed an appeal before the Orissa High Court against the order
of the Assistant Provident Fund Commissioner, Berhampur dated June 12,
2006 and the Orissa High Court passed an interim order dated September
11, 2006, stating that no coercive action for realisation of the employee
provident fund dues should be taken against the Company subject to the
Company depositing a sum of ` 5,00,000 as deposit. The Company has
subsequently deposited ` 5,00,000 with JK Paper Limited (JK Paper Mills)
Compulsory Employees Provident Fund Trust on September 21, 2006. The
Company filed a writ petition dated September 1, 2006, against the order of
the Assistant Provident Fund Commissioner before the High Court of Orissa,
with a prayer to direct the Assistant Provident Fund Commissioner to review
its order dated June 12, 2006. In terms of the order dated March 28, 2008,
the High Court of Orrissa remitted the matter back to Assistant Provident
Fund Commissioner, Behrampur for fresh equiry and with a direction to
provide reasonable opportunity to all the concerned parties. The matter is
pending. The total amount involved is ` 0.33 crore. The matter is currently
pending.
Corporate Social Responsibility at JKPM
JKPM has a well-developed township, Jaykaypur, which is self-
sufficient in various facilities including school, college, medical centre, bank,
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post office, shopping centre, guest house, employees‘ club, officers‘ mess
and religious places of worship. Pursuant to the Scheme of Arrangement,
the Company has transferred 1,806 residential units for its officers, workers
and contractors to JIHL, with effect from April 1, 2009.
Unit JKPM has an effluent treatment plant that releases about 24,500
m3/d of treated effluent to the Nagavali river. The plant treats the effluent
by way of an activated sludge process. The clear effluent discharged from the
Unit JKPM conforms to the standards set by the Orrisa State Pollution
Control Board.
The Unit CPM meets water requirement of approximately 22,000
m3/d from river Ukai left bank canal sourced from river Tapi reservoir
flowing within a distance of 5 kms from the Unit CPM.
The unit CPM has a residential colony having various facilities
including school, bank, post office, guest house, employees‘ club, officers‘
mess, places of religious worship and centre for medical facilities. Pursuant
to the Scheme of Arrangement, the Company has transferred 575 residential
units for its officers and workers to SIHL, with effect from April 1, 2009.
Unit CPM has an effluent treatment plant having capacity of 30,000
m3/d. This plant treats effluents from different units like pulp mill,
chemical recovery, cooling tower blow down and sewage from colony by way
of activated sludge process. The clear effluent discharged from the Unit CPM
confirms to the standards set by the Gujarat State Pollution Control Board.
As a part of the corporate and social responsibility initiatives, JKPM
established the Lakshmipat Singhania School at Jaykaypur, in 1964. It also
commenced an adult literacy program in 2005 and is currently operating 18
adult literacy centres. JKPM also organizes approximately 20 healthcare
camps every year for the benefit of people residing near the unit. As a
community development initiative, JKPM has formed women self-help
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groups‘ which take up income generation projects such as production and
marketing of hill brooms, powders and cultivation of mushroom and hybrid
maize. JKPM has also started tailoring and embroidery training centre in the
year 2009, as a part of its skill development programme for tribal girls.
Additionally, Unit CPM established the Singhania Public School at
Songadh in the year 2007. The Unit CPM has also commenced an adult
literacy program in 2004 and is currently operating 13 adult literacy
centres.
Unit CPM also runs a mobile medical unit for weekly visits in villages
and organized 14 medical camps in Fiscal 2010 for the benefit of villagers.
Unit CPM has also started skill development program for women wherein it
provides training for skills such as cutting, sewing and painting. It also
conducts program to provide technical training to students of various
industrial training institutes. Further, CPM has also provided
infrastructural support for construction and repair of roads and supply for
piped water in Songadh.
Environment
The Company has been focused in terms of adopting and improving
the practices contributing to continual environment improvement and
sustainable development. Both its manufacturing units are ISO
14001‘certified for their eco-friendly operations and OHSAS 18001:
2007‘certified for occupational health and safety management system
standard. The Unit CPM has won the National Safety Award from Ministry of
Labour, GoI for the year 2004 and the National Award for Excellence in
Energy Management in 2005 by CII-Sohrabji Godrej Green Business Centre,
Hyderabad, which declared the Unit CPM as an ―Energy Efficient Unit. The
company deploy eco-friendly technology to provide a safe and clean
environment in its neighbourhood. In recognition of its efforts in these
areas, the Unit CPM was conferred the Greentech Environment Excellence
Gold Award 2010‘ and the Unit JKPM was conferred the prestigious National
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Ground Water Augmentation Award – 2008‘ by Ministry of Water Resources,
GoI and the Certificate of Appreciation for Excellence in Energy Management
– 2008‘ by Bureau of Energy, GoI. Some of the recent initiatives taken by the
Company to further improve the environment include the following:
JKPM implemented an oxygen delignification system and chlorine
dioxide system at the Unit CPM to reduce elemental chlorine consumption in
the process; it has installed high efficiency, DCS controlled modern recovery
boiler at the Unit CPM to improve upon the chemical recovery efficiency and
also help in conserving coal for steam generation; the units are using treated
effluent for internal use of effluent treatment plant and chips washing, to
save water; the units increasing fly ash utilization by 25%; and with a
installed lime kilns at both of its manufacturing units to recover lime from
the lime sludge. This has brought down the quantity of lime sludge disposed
by about 85% besides reducing the requirement of lime.
In Fiscal 2008, the company signed an Emission Reduction Purchase
Agreement (ERPA) with the Bio Carbon Fund of World Bank for sale of
carbon emission reductions under the Clean Development Mechanism
(CDM).
Plantation initiatives
Plantation initiative was started in 1990 at Unit JKPM and later
extended to another Unit CPM. The Company has been aggressively
promoting social and farm forestry and high yielding clones developed by in-
house research and development institutions, carried out on the lands
owned by people residing at villages near to its manufacturing units, (i.e., in
Odisha and Andhra Pradesh for Unit JKPM and in Gujarat and Maharashtra
for CPM Plant), to provide for sustainable supply of raw materials and
increasing benefit to the villagers. The Company has been promoting
plantation of high yielding, short duration pulpwood species with the help of
villagers in areas in a radius of about 250-300 kms from its manufacturing
units. Currently, a well equipped network comprising around 60 de-
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centralized nurseries and two centralized nurseries contain 18 mist
chambers and several clone testing and demonstration fields that are used
for development and production of clonal plants. Fast growing clones have
been identified that are able to produce 100-120 MT/ha of hardwood in a
period of five to six years as compared to 50-60 MT/ha from seed route
seedlings in six to seven years. Clonal seedlings and seed route seedlings are
distributed among villagers with a buyback understanding. Regular
technical assistance is made available to the villager for the proper upkeep
and growth of plants.
Procurement of wood from farm forestry sources now accounts for
over 70-75% of the Company‘s raw materials consumption. The Company
has developed seeds orchards of high yielding strains of various species
including Eucalyptus and Casuarina. The units are presently operating such
social and farm forestry programs in Koraput, Rayagada, Ganjam, Gajpati
and Kalahandi districts of Odisha, Dhule, Nandurbar, Jalgaon and Nashik
districts of Maharashtra, Tapi, Surat, Bharuch, Baroda, Kheda and Valsad
districts of Gujarat and Vizianagram, Srikakulam and Vishakhapatnam
districts of Andhra Pradesh. This benefits the Company in the long term
ensuring continuous procurement of hardwood and bamboo.
Further, the company has been able to generate over 75,000 hectares
of plantations through its social forestry and farm forestry programs.
Various ecological benefits from plantations of JKPM:
Control of surface run-off, nutrient and soil erosion; improvement of
microclimates, such as lowering of soil temperature and reduction in
evaporation of moisture through mulching and shading; improvement in soil
structure through constant addition of organic matter from decomposed
litter; use and restoration of degraded marginal lands; greening of
wastelands and increase in the area under tree cover; and reduction of
pressure on natural forests. The plantation program undertaken by the
Company has the following key objectives:
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i. maximization of farm forestry within 200 kms radius of the
manufacturing units;
ii. research and development for disease resistant varieties and
improvement of farm productivity;
iii. diversity of species to be maintained to avoid monoculture; focus
on less productive lands and providing assistance to farmers for
sustainable management of land; development of agro-forestry; and
iv. implementation of gate-purchase scheme for direct purchase of raw
materials from farmers.
Overall Corporate Governance Scenario at Governance at JKPM – Study
Observations
As per the Corporate Governance Voluntary Guidelines issued by
Ministry of Corporate Affairs, Government of India dated Dec 14 -21, 2009,
(See Annexure )there are majorly following parts, which have to be looked
after by any corporate. They are as follows:
i. Board of Directors
ii. Responsibilities of the Board
iii. Audit Committee of the Board
iv. Auditors
v. Secretarial Audit
vi. Institution Mechanism for Whistle Blowing
These areas have to be covered in reality in order to ensure good
governance. As far as JKPM is concerned, it implemented with respect to I to
IV guidelines. However, the vital essence of today’s HR- the Whistle Blower
Policy it has not implemented. Though Whistle Blower Policy has its own
limitations a competent and confident employee is always a boon to any
industrial organization and same is the case with respect to JKPM in years
to come.
On the other hand the CII (Confederation of Indian Industry) released
a “National Best Practices Manual for Paper Industry” in June 2008 with an
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objective making Indian Pulp and Paper Industry World Class. A brief
outlook of the manual is as follows:
The activities were initiated in a CEO meet organized in conjunction
with Paper Tech 2007 at Hyderabad, a national conference jointly done by
CII-Godrej GBC and Indian Paper Manufacturers Association (IPMA). The
CEO’s meet is attended by 19 CEO’s (details of the CEO’s are given in the
annexure A) representing all thje major Pulp and Paper Manufacturers in
the country. The CEO’s discussed and endorsed the following action plan to
be taken up for developing World Class Energy Efficient Paper plants in the
country.
Step 1: Conduct an awareness program: Paper Tech 2007
Step 2: Formation of Core working group (Paper Mills, Consultants,
Equipment Supplier)
Step 3: Inter Plant visits and sharing of best practices
Step 4: Development of “National Best Practices Manual” – 2008
Step 5: Implementation by Plants
Step 6: Studying best Practices in overseas institutions
Step 7: International Best Practices Manual – 2009
Step 8: Implementation & at least 3 World class paper plants – by
2010
The working group of the manual visited the following plants:
1. APPM, Rajahmundry
2. BILT, Bhigwan Unit
3. DELTA Paper Mills Ltd., Vendra
4. Hindustan Nesprint Ltd., Kottaym
5. ITC – PSPD, Bhadrachalm
6. JKPM, Rayagada
7. Naini Tissues Ltd., Kashipur
8. Rama Nesprints and Paper Ltd.
9. Shreyans Industries Ltd., (Ahmedgarh Unit & Shree Rishab Paper)
10. Tamil Nadu Newsprint & Paper Ltd., Kagitapuram
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The outcome of the working group plant visits is identification of 37
best practices from the Indian pulp and Paper Industry. It has resulted in a
great learning experience both for the host plant and the working group
members. This manual was developed based on the learning of the working
group during the visits to individual plants. The information is collated in to
document. The manual primarily focused on the following practices:
I. World Class Energy Efficiency
II. Good Units Vs World Class Units
III. Information Sharing
IV. Implementation of Latest Technologies
V. Energy Wastage
VI. EnCon Culture (Energy Conservation Cutlutre)
VII. Monitoring and Energy Scorecard
VIII. EnCon Activity
IX. Approach to Encon
Though the Manual not figured any Paper Unit as the best Paper &
Pulp Unit, yet JKPM is also studied by the core working group regarding its
practices.
Conclusion
Paper Industry is a vital and essential industry throughout the world.
However, with the emergence of concept paperless environment, the
sustenance of this vital industry is at stack. However, with the changing
environment, paper industry is also changing its course from traditional
product ranges to new and innovative product ranges and as such it can be
considered as an evergreen industry. It is not surprising to say that the
world could not be imagined without paper.
In order to streamline the industry from certain setbacks, especially
with the emergence of business transparence with ethical and social
responsibility domain, the paper industry especially in India, have to ride
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with national and global standards. Keeping in mind this view, the present
research focused in detail in the form of a case study with special reference
to JKPM.
The key concluding remarks of the author is that “Corporate
Governance cannot be seen through papers, it should be exhibited in reality,
especially the employees and other stakeholder’s, whose face and cheer on
the part of the corporate to which they belong is always an index of good
governance.”
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APPENDIX – I
CODE OF CONDUCT AT JKPM
Code of Conduct for Members of the Board and Senior Management of
JK Paper Limited (pursuant to sub-clause I(D) of Clause 49 of Listing
Agreement).
Preamble
The Company already has for the last three years, a Code of Conduct
in position for Management Cadre Staff. The new provisions of Clause 49 of
the Listing Agreement and contemporary practices of good corporate
governance provide that the Company shall have a Code of Conduct for all
members of the Board of Directors and Senior Management Personnel.
Hence this Code.
1. This Code of Conduct divided into Part A: applicable to the Directors
and Part B: applicable to the Senior Management of the Company,
was approved by its Board of Directors at its meeting held on 22nd
October 2005.
2. For the purpose of this Code, “Directors” shall mean all the Directors
on the Board of Directors of the Company and "Senior Management"
shall mean personnel of the Company who are members of core
management team excluding Board of Directors. Normally this would
comprise all members of management one level below the Executive
Directors including all functional heads reporting to the Managing or
Executive Directors.
3. Philosophy: Basic philosophy of the Code of Conduct has been guided
by the practices of good Corporate Governance followed by the
Company. The core values of the Company are:
- Commitment to excellence
- Integrity including intellectual honesty, openness, fairness & trust.
- Caring for people.
- Dynamic & successful business organisation.
- A socially-valued enterprise.
- Business integrity.
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The Code of Conduct therefore aligns around the said core values
and the commitment to maintain the highest standards in its interface
with all stake-holders, society at large and environment.
4. The Directors and Senior Management recognise that they have
fiduciary responsibility and are accountable to maximise shareholder
value through good business practices and controls.
Part – A
5. The Directors of the Company shall endeavour and would
(a) use due care and diligence in performing their duties of office and
in exercising the powers attached to that office;
(b) act honestly and use their powers of office, in good faith and in the
best interests of the Company;
(c) not make improper use of information nor take improper advantage
of their position as a Director;
(d) not allow personal interests to conflict with the interests of the
Company;
(e) make all necessary disclosures to the Company in terms of the
Companies Act 1956, the Listing Agreement and any other law for
the time being in force;
(f) not engage in conduct which may bring discredit to the Company;
(g) be independent in judgement and actions, and to take all
reasonable steps to be satisfied as to the soundness of all decisions
taken by the Board of Directors;
(h) ensure the confidentiality of information they received whilst being
in office of Director and disclosed only when authorised by the
Company, or is required by law;
Part – B
6.
6.1 The Senior Management shall endeavour to:
(a) devote their utmost to achieve the goals of the Company and the
standards set before themselves.
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(b) carry on the business of the Company complying with all relevant
laws, rules and regulations;
(c) ensure that financial records and present financial reports in
accordance with the provisions of law and applicable accounting
standards so as to give a true and fair view of the state of affairs of
the company;
(d) ensure that necessary internal control systems are enforced
effectively whereby fraud and other illegalities or irregularities, if
any, are detected and timely remedial action is taken;
(e) ensure confidentiality of all material sensitive information of the
affairs of the Company coming in their possession and not to
disclose or use the same for personal profit or for the advantage of
any other person unless the same is required to be disclosed to any
other person in terms of applicable regulations.
(f) make all necessary disclosures to the Company in terms of the
Companies Act 1956, the Listing Agreement and any other law for
the time being in force;
(g) disclose and obtain requisite approval under the law in cases
where personal interest might conflict with the interest of the
Company. Senior Management personnel shall also from time to
time and at any time, make disclosures to the Board relating to all
material financial and commercial transactions where they have
personal interest that may have a potential conflict with the
interest of the Company at large [e.g dealing in company shares,
commercial dealings with bodies corporate which have
shareholding of management and their relatives, etc];
(h) pursue healthy Human Resource policies without any
discrimination on account of caste, religion or sex, promote
meritocracy, uphold self respect and human dignity to instill a
sense of belonging to the Organization;
(i) ensure that in dealing with customers, lenders, investors,
Government and the community at large, the Company's image
and its interests are well protected;
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(j) maintain highest level of professional conduct that would enhance
the image, goodwill and credibility of the business of the Company;
(k) create an atmosphere of highest integrity, trust, fairness and
honesty in performance of their duty which should strengthen the
bond of relationship with people, both internally and externally;
(l) promote SHE factors, biz., safe, healthy working environment and
comply with all regulations concerning preservation of the
environment of the territory of operation, in conducting the
Company’s business;
(m) remain apolitical while involving in conduct of Company’s affairs.
6.2 The Senior Management shall not-
(a) engage by themselves or on behalf of the Company in any activity
detrimental to or against national interest;
(b) receive or offer, directly or indirectly, any illegal payment or
charitable benefits which are intended to or perceived to obtain
business favours barring nominal gifts which are customarily given
and are of commemorative nature;
(c) permit misuse of company's properties and assets, both tangible
and intangible.
7. This Code is in addition to and not in supersession of other Codes for
the time being in force, viz. Corporate Ethics and Code of Conduct;
implemented voluntarily by the Company; Code of Conduct for
Prevention of Insider Trading and Code of Corporate Disclosure
Practices, pursuant to SEBI (Prohibition of Insider Trading)
Regulations, 1992. The Code of Conduct shall be posted on the
website of the Company.
All the members of the Board of Directors and Senior
Management shall affirm in writing compliance with this Code
immediately after the Code is approved and adopted by the Board of
Directors of the Company and on an annual basis in every financial
year as per the format given at Annexure-I. The Annual Report of the
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Company shall contain a declaration to this effect signed by the
Managing Director as per the format in Annexure-II.
References:
1. Field Visits to JKPM
2. Study of various internal documents of JKPM
3. Structured Questionnaire to fill the gaps
4. Strict CSR Rules, non-Compliance fine, Business Standard, Dec 15th,
2011.
5. Making Indian Pulp & Paper Industry World Class” CII’s National
Best Practices Manual, June 2008
6. Corporate Governance Voluntary Guidelines issued by Ministry of
Corporate Affairs, Government of India, Dec 14th to 21, India
Corporate Week 2009,
7. Voluntary Corporate Social Responsibility Principles issued by
Ministry of Corporate Affairs, Government of India, 2009