Your Directors have pleasure in presenting the 15th Annual Report and Audited Accountsfor the year ended March 31 2016.
(Rs. in Lakh)
|Particulars || |
Year ended 31st March 2016
|Year ended 31st March 2015 |
|Sales & other Income ||748.83 ||862.51 |
|Expenditure ||703.32 ||781.56 |
|Profit/(Loss) before tax ||45.51 ||80.95 |
|Tax ||14.91 ||26.46 |
|Profit/(Loss) after tax ||30.60 ||54.49 |
Review of Operations
During the year under review revenue of the Company was Rs.748.83 lakhs as compared toRs. 862.51 lakhs in the corresponding previous year. The Company earned a profit after taxof Rs. 30.60 lakhs as compared to Rs. 54.49 lakhs in the previous year.
Transfer to reserves
The Company's reserves & surplus increased from Rs. 462.85 lakhs to Rs. 493.45lakhs.
The Directors have not recommended any dividend on equity shares for the year underreview.
Company has increased it Authorized Capital of Rs. 15000000/- (Rs. One Crore FiftyLakhs Only) divided into 1500000 (Fifteen Lakhs) Equity Shares of Rs.10/- (Rs. Ten Only)each to Rs. 30000000 (Rs. Three Crore Only) divided into 3000000 (Thirty Lakhs)Equity Shares of Rs. 10/- (Rs. Ten Only) each by creation of additional 1500000 (FifteenLakhs) Equity Shares of Rs. 10/- each ranking pari passu in all respect with the existingEquity Shares of the Company. During the year under review the Company has not issuedshares with differential voting rights nor has issued any sweat equity. As on March 312016 none of the Directors of the Company hold any convertible instruments of theCompany.
Dematerialization of Shares
During the year Company has converted its 880 physical shares into demat. Only 1040shares remains in Physical form at the end of the Financial Year.
Management Discussion & Analysis Reports
The Management Discussion and Analysis of financial condition including the results ofoperations of the Company for the year under review as required under Regulation 34(2)(e)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided as a separate section forming part of the Annual Report.
Cash and Bank balance as at March 31 2016 was Rs. 249.27 lakhs. The company continuesto focus on judicious management of its working capital receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.
There was no deposit accepted by the Company within the meaning of Section 73 and 76 ofthe Companies Act 2013 and Rules made there under at the beginning of the year. TheCompany has not invited or accepted deposit during the year and there was no deposit whichremained unpaid or unclaimed at the end of the year.
Particulars of Loans Guarantees or Investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
Internal Control Systems and their Adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. Thescope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivityand independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theManaging Director.
The Accounts Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Since your Company does not own manufacturing facility the particulars relating toconservation of energy and technology absorption stipulated as per Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 are notapplicable. There were no foreign exchange earnings / outgo during the year.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. George Mattappilly retires by rotation at theensuing Annual General Meeting and offers himself for reappointment. The profile of theMr. George Mattappilly Director to be reappointed / appointed at the annual generalmeeting is provided in Annexure II to the Notice..
Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Committees. The criteria on which Non-Independent Director of theCompany were evaluated were inter alia attendance and participation in Board Meetings /Committee Meetings / General Meetings knowledge of sector where company operates variousdirections provided in key decision making of the Company understanding key risk for theCompany and avoidance of risk while executing functional duties successful negotiations /deals smooth functioning of business / internal operation initiative to maintaincorporate culture and moral values commitment dedication of time leadership qualityattitude initiatives and responsibility undertaken decision making achievements.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is stated in the Report on CorporateGovernance.
Meetings of the Board
Four meetings of the Board of Directors were held during the year the details of whichare provided in Report on Corporate Governance. The intervening gap between the meetingswas within the period prescribed under the CompaniesAct 2013.
Separate meetings of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 were held on 27th April 2015 and 28th March2016 respectively.
Directors' Responsibility Statement as required under Section 134(3)(C) of theCompanies Act 2013
The Directors state that: -a. In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation by way of notes toaccounts relating to material departures; b. The selected accounting policies were appliedconsistently and the judgments and estimates made by them are reasonable and prudent so asto give true and fair view of the state of affairs of the Company as at 31stMarch 2016 andof the profit for the year ended on that date; c. The proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; d. The annual accounts have been prepared on a goingconcern basis. e. The Directors had laid down internal financial controls to be followedby the Company and that such internal controls are adequate and were operatingeffectively. f. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Related Party Contracts or Arrangements
The particulars of Contract or Arrangement in Form AOC-2 as required under Section134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014is annexed to this Board Report as Annexure 'A'. The Company do not have anyholding or subsidiary company hence disclosure under A of Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is not applicable.
The Company does not have any subsidiary.
Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.jetinfra.com.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal withinstance of fraud and mismanagement if any. Whistle Blower Policy is available on theCompany's website.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Company Secretary is responsiblefor implementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
The details pertaining to composition of Audit Committee are included in CorporateGovernance Report which forms part of this annual report.
The Company's Auditors M/s Nilesh Lakhani & Associates Chartered AccountantsMumbai (Firm's Regn No. 113817W) were appointed as the Statutory Auditors of the Companyfor a period of five years upto the conclusion of the 17th Annual General Meeting of theCompany subject to ratification by members at every Annual General Meeting of theCompany. They have confirmed their eligibility under Section 141 of the Companies Act2013 and the Rules framed thereunder for reappointment as Auditors of the Company. TheAudit Committee has considered and recommended the re-appointment of M/s. Nilesh Lakhani& Associates Chartered Accountants Mumbai as Statutory Auditors of the Company tothe Board of Directors at its meeting held on 17th May 2016. The Directors have acceptedthe recommendation and recommend to the shareholders for ratification of re-appointment ofM/s. Nilesh Lakhani& Associates Chartered Accountants Mumbai as the StatutoryAuditors of the Company to hold office from the conclusion of this Annual General Meeting(AGM) till the conclusion of the next AGM of the Company. The Notes on financialstatements referred to in the Auditors Report are selfexplanatory and do not callfor any further comments. The Auditors' Report does not contain any qualificationreservation or adverse remark.
Secretarial Audit and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Zankhana Bhansali Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as Annexure 'B' to this Report. The Secretarial Audit Report does notcontain any qualification reservations or adverse remark.
Statement Pursuant to Listing Agreement
The Company's Equity shares are listed at Bombay Stock Exchange Limited (SME Segment).The Annual Listing fee for the year 2016-17 has been paid.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure 'C'. Statutory Disclosures
None of the Directors of the Company are disqualified as per provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Companies Act 2013 and Listing regulations.
The Company has a well-defined risk management framework in place. The Company hasestablished procedures to periodically place before the Audit Committee and the Board therisk assessment and minimization procedures being followed by the Company and steps takenby it to mitigate these risks.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report and ismarked as Annexure 'D' to this Report.
Further during the year no employees of the Company were in receipt of remuneration interms of the provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of corporate governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. AccordinglyCompany is not required to disclose corporate governance report in the Annual Report.However the Company has been observing best governance practices and is committed toadhere to the corporate governance requirements on an ongoing basis. It voluntarily hasdecided to provide a separate section on Corporate Governance as part of this AnnualReport.
Committee and Policy under Sexual Harassment of Women at Workplace (PreventionProhibition And Redressal) Act 2013
The Company has constituted Internal Complaints Committee under and as per the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year under review no instance of compliant or report under the said Act wasregistered in any of the units of the Company.
Corporate Social Responsibility
As per the Section 134 (o) Corporate Social Responsibility is not applicable to ourCompany.
During the year under review your Company enjoyed cordial relationship with contractorand employees at all levels.
The Board of Directors wish to place on record their appreciation for the supportextended by the Company's bankers Bombay Stock Exchange Limited Local Authoritiesbusiness associates clients consultants auditors shareholders and the employees of theCompany for their continued co-operation and support. Company and look forward to theircontinued support. The Directors also thank the members for continuing their support andconfidence in the Company and its management.
| ||By Order of the Board of Directors |
| ||For Jet Infraventure Limited |
| ||Rajul R Shah |
| ||Managing Director |
| ||(DIN: 00227223) |
|Place: Mumbai || |
|Dated: May 17 2016 || |