The company has been practicing principles of good, ethical corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. A separate section on corporate governance and a certificate from the statutory auditors of the company regarding compliance of conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement(s) with Stock Exchange(s), form part of this report.
The Chairman, Managing Director and Joint Managing Directors of the company have certified the board on financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement, pertaining to CEO certification for the financial year ended 31st March 2012.
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company believes in transparency, professionalism and accountability, which are the basic principles of corporate governance. The Company would constantly endeavor to improve on these aspects. The Company’s corporate governance philosophy has been further strengthened by adopting a Code of Business Conduct and Ethics and the Code of Conduct for Prevention of Insider Trading for board and senior management personnel. The basic philosophy of corporate governance at TMJL is to achieve business excellence by creating and enhancing value for its stakeholders.
The Board of Directors and the Management of TMJL commit themselves to:
A. Strive towards enhancement of Shareholder value through;
i) Sound business decisions
ii) Prudent financial management and
iii) High standards of ethics through out the organization.
B. Ensure transparency and professionalism in all decisions and transactions of the company.
C. Achieve excellence in Corporate Governance by
i) Conforming to and exceeding wherever possible, the prevalent mandatory guidelines on Corporate Governance.
ii) Regularly reviewing the Board processes and the management systems for further improvement.
Thus, in TMJL we are committed to conduct our business in a manner which will ensure long-Term growth thereby maximizing value to shareholders,
Customers, Employees and Society at large. The company recognizes that good corporate governance is essential to build and retain the confidence of its shareholders. Therefore, the company ensures that various disclosure requirement are complied with for effective corporate governance.
To this end, the company’s philosophy on corporate governance is to endeavor to ensure:
(1) That system procedure which monitors compliance with laws, rules and regulations are in place in each area of its Business.
(2) That relevant information regarding the company and its operations is dis closed, disseminated and easily available to its shareholders and
(3) That the Board of Directors is kept fully informed of all material developments in the company, the risks in its business and its operations and the rationale for management’s decisions and recommendations, so that the Board of Directors can effectively discharge their responsibilities to our shareholders.
The Company continues to undertake an Audit of its secretarial records and documents by a Practicing Company Secretary in respect of compliance with the applicable provisions of the Act, Listing Agreement with the Indian Stock Exchanges and the applicable regulations and guidelines issued by Securities and Exchange Board of India. A copy of the Secretarial Audit
Report for the period under review is a part of the Annual Report.
CORPORATE CODE OF CONDUCT
The activities and conduct of the company and its employees are governed by the code of conduct of the company. The major salutary principles prescribed by the code of conduct are:
- Conduct of business in consonance with National interest.
- Fair and accurate presentation of Financial Statements.
- Practicing politically non- alignment.
- Maintaining quality of product and services.
- Being a good corporate citizen.
- Ethical conduct
- Commitment to enhance shareholder value & statutory compliance.
Whistle Blower & Anti-harassment Policy
The company has adopted a Whistle Blower Policy as a mechanism for employees to report to the management about unethical behaviour, actual or suspected fraud, or violation of the company’s code of conduct, and a similar policy with regard to sex discrimination and anti-harassment for both genders. Suitable guidelines have been framed to handle such cases and are periodically reviewed.