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Jhaveri Credits & Capital Ltd.

BSE: 531550 Sector: Financials
NSE: N.A. ISIN Code: INE865D01012
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VOLUME 500
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P/E
Mkt Cap.(Rs cr) 4
Buy Price 5.51
Buy Qty 500.00
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OPEN 5.51
CLOSE 5.25
VOLUME 500
52-Week high 7.90
52-Week low 3.94
P/E
Mkt Cap.(Rs cr) 4
Buy Price 5.51
Buy Qty 500.00
Sell Price 0.00
Sell Qty 0.00

Jhaveri Credits & Capital Ltd. (JHAVERICREDITS) - Director Report

Company director report

To

The Members of

JHAVERI CREDITS AND CAPITAL LIMITED

Your Directors have pleasure in presenting the 22nd Director’s Reportof your Company together with the Audited Statement of Accounts and the Auditors’Report of your company for the financial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

Particulars Year ended on 31-3-2016 Year ended on 31-3-2015
Revenue from Operations & Other Income 196.38 188.28
Less: Total Expenditure 183.06 171.80
OPERATING PROFIT 13.32 16.48
Less: Finance Costs 9.05 8.21
GROSS PROFIT/LOSS FOR THE YEAR 4.27 8.27
Less: Depreciation and Amortization expense 3.61 3.87
PROFIT/LOSS FOR THE YEAR 0.66 4.40
Less: Provision for Taxation 0.30 1.85
Less: Deferred Tax Liability (0.22) (0.57)
Add. Short Provision of Income Tax 0 00
PROFT AFTER TAX 0.58 3.12

STATE OF COMPANY’S AFFAIRS

During the year under review the total revenue generated by Company was Rs. 196.38Lacs against Rs. 188.28 in the previous year. The Company has earned a Profit after tax ofRs. 0.58 lacs compared to Rs. 3.12 lacs in the previous year.

The national criticality in commodity market has slow down the broking in commodities.The efforts are continued to have better results and performance in the time to come. TheNational Spot Exchange Limited effects are still to be diluted the management is hopefull to have better prospects in the times to come. The deployment of dealers andAuthorised persons at all potential places will defiantly generate good turnover in nearfuture

The market analysis client orientation program and staff training will be furtherenhanced to have better additional revenues with alternate opportunities in trading willdefinitely help us to have promising tomorrow for the company

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the Management Discussion andAnalysis as ANNEXURE: - I which forms part of the Directors’ Report

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013

For the financial year ended 31st March 2016 the Company is proposed to carry anamount of Rs 0.57 lacs to General Reserve Account.

DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31 March 2016.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year no money have been transferred to investor Education and ProtectionFund

MATERIAL CHANGES BETWEEM THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal andinformation.

DIRECTORS

Mr. Rajesh J. Jhaveri appointed as Managing Director Mr. Jitendra B. JhaveriDirector and Mr. Kantilal N. Patel independent Director resigned during the year endedon 31st March 2016 on 10th November 2016

Mr. Kamlesh J. Jhaveri was appointed as Whole-time Directors on remuneration as decidedin 19th Annual General Meeting held on 10th August 2013 for term ofthree years with effect from 1st August 2013 till 31st July 2016 Board ofDirectors on recommendation of Nomination and Remuneration committee in their meetingheld on 30th May 2016 resolved to appoint Mr. Kamlesh J Jhaveri as whole-timeDirector of the Company with effect from 1st August 2016 till 31stJuly 2021

As per Section 152 of the Companies Act 2013 Mr. Bhaderesh J. Jhaveri and Mrs. BelaR. Jhaveri Directors of the Company retire by rotation at the ensuing Annual Generalmeeting and offers themselves for re-appointment.

Mr. Bimal D. Mehta & Mr. Ashesh J. Trivedi were appointed as independentDirectors of the Company and have given declaration that they meets with the criteria ofindependence as prescribed under subsection (6) of Section 149 of the Companies Act 2013.independent Director of your Company are appointed effective from 2nd January2015 to 2nd January 2020 as approved by members in 21st AnnualGeneral Meeting held on 26th September 2015

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year2015-16

SN Date of Meeting Board Strength No. of Directors Present
1 04/05/2015 8 8
2 30/05/2015 8 6
3 15/06/2015 8 5
4 09/07/2015 8 6
5 14/08/2015 8 5
6 09/09/2015 8 5
7 08/10/2015 8 5
8 10/11/2015 5 5
9 11/12/2015 5 4
10 12/01/2016 5 4
11 04/02/2016 5 5
12 03/03/2016 5 4

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meets thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

AUDITORS’ REPORT

1) Independent Auditors Report

M/s Mukund & Rohit Chartered Accountants Vadodara having Firm Registration No.113375W conducted statutory audit of Company for financial year ended on 31stMarch 2016 Independent Auditors Report forms part of financial statement which formspart of Annual Report There are no qualifications or adverse remarks in theAuditors’ Report which require any clarification/ explanation. The Notes on financialstatements are self-explanatory and needs no further explanation.

2) Secretarial Audit Report

Pursuant to provision of Section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof your Company has appointed Ms. Heena Patel Practicing Company Secretary to ConductSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as ANNEXURE:- III to this report.

As the Secretarial Auditor has stated in their report that Company During the periodunder review the Company has complied with the provisions of the Act Rules RegulationsGuidelines Standards etc. mentioned above except

(i) The newspaper advertisement for Annual General Meeting dated 26.09.2015 has beenpublished at shorter period than minimum required 21 days.

(ii) There have been changes in promoters’ shareholding during the year and theCompany has not made disclosures under SEBI Regulations and under the Act.

The Board of Director of your Company would like to state that as regard to observationin point

(i) Company had given newspaper advertisement for Annual General Meeting dated26.09.2015 to news paper agency well before 21 days but due to presentation formattingand modification of advertisement of Notice the agency published it later.

(ii) Changes in promoters’ shareholding during the year took place due to transferof shares wrongly by broker but such transfer was rectified subsequently this incidencewas also reported to BSE Limited on in due time.

AUDIT COMMITTEE

The Company’s Audit Committee comprises of following Directors. The table sets outthe composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Ashesh J Trivedi Chairman / Member Independent Director
Mr. Bhaderesh J. Jhaveri (appointed as member of committee on 08/10/205) Member Non Executive Non Independent Director
Mr. Jitendra B Jhaveri (replaced by Mr. Bhaderesh J Jhaveri on 08/10/2015) Member Non Executive Non Independent Director
Mr. Kantilal N Patel (replaced by Mr. Bimal D Mehta on 08/10/2015) Member Non Executive Independent Director
Mr. Bimal D. Mehta (appointed as member of committee on 08/10/205) Member Non Executive Independent Director

SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE

The Company’s Shareholders/Investors Grievance Committee comprises of followingDirectors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Ashesh J Trivedi Chairman / Member Independent Director
Mr. Kamlesh J Jhaveri Member Whole- time Director
Mr. Bhaderesh J. Jhaveri (appointed as member of committee on 08/10/205) Member Non Executive Non Independent Director
Mr. Rajesh J Jhaveri (replaced by Mr. Bhaderesh J Jhaveri on 08/10/2015) Member Managing Director

NOMINATION AND REMUNERATION COMMITTEE

The Company’s Nomination and Remuneration Committee comprises of followingNon-executive Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Bhaderesh J. Jhaveri Chairman / Member Non Executive Non Independent Director
Mr. Ashesh J Trivedi Member Non Executive Independent Director
Mr. Kantilal N Patel (replaced by Mr. Bimal D Mehta on 8/10/2015) Member Non Executive Independent Director
Mr. Bimal D. Mehta (appointed as member of committee on 8/10/205) Member Non Executive Independent Director

The Nomination and Remuneration Committee among its members shall prepare the matterspertaining to the nomination and remuneration of Board members the appointment andremuneration of the managing director and other executives of the company as well as theremuneration schemes of the personnel.

LOANS GUARANTEES AND INVESTMENTS

The Company has following Loans Guarantee given and Investments made under section 186of the Companies Act 2013 for the financial year ended 31st March 2016:

SN Date of Transaction Particular/Purpose/Nature of Transaction Amount of Transaction

Company has not entered into any transaction covered under Section 186 of Companies Act 2013

RELATED PARTY TRANSACTIONS

The Company is required to enter into transactions with related parties as definedunder Section 188 of the Companies Act 2013 and under Section 2 (76) of the said Act.Further all the necessary details of transaction entered with the related parties areshown in notes forming part of financial statement for the year ended as on 31st March2016 for your kind perusal and information. The Company has entered into new contract& agreement under section 188 of Companies Act 2013 in financial year 2015-16 thedetails of such transaction is shown in FORM No. AOC-2 as Annexure -IV

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

CORPORATE SOCIAL RESPONSIBILITY

Your company is not required to comply with the provisions of Corporate SocialResponsibility as per requirement of Section 135 readed with Schedule VII of the CompaniesAct 2013

KEY MANAGERIAL PERSONNEL

During the year under review following persons held position of Key ManagerialPersonnel of the Company in compliance with the provisions of Section 203 of the CompaniesAct 2013.

Mr. Rajesh J. Jhaveri - Managing Director (Resigned on 10/11/2016)

Mr. Kamlesh J. Jhaveri - Whole-time Director

Mr. Chintan Vakil - Company Secretary

Mr. Vatsal Desai - CFO

Remuneration and other details of the Key Managerial Personnel for the financial yearended 31st March 2016 are mentioned in the Extract of the Annual Return which is attachedto the Directors’ Report.

PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.A statement containing particulars of employees pursuant to section 134 (3) (q) ofCompanies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial personnel) rules 2014 is annexed herewith as ANNEXURE:- V

PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

SN NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE

% of holding at beginning of Year

% of holding at end of year
1. Maulik Kruti Resources Ltd. U65910GJ1996PLC029769 Associate 43.77% 0.00%
2. Jhaveri Hightech Agro Limited U29939GJ1995PLC024589 Associate 39.38% 0.00%

During year 2015-16 Board of Directors of your Company had decided to reduce the Shareholding in above mentioned associate Companies and had gradually completely reduced theShare holding of Company in above mentioned Companies as a result your Company did nothave any Associate Companies as on 31st March 2016

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013AND Companies Meeting of Board & its powers Rules 2014 Company has formulated VigilMechanism and the same is available on web site of Company www.jhavericommodity.com

RELATED PARTY DISCLOSURE

As Company did not have any Holding or Subsidiary Company Company has not madedisclosure as required under Regulation 53(f) readed with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

SEXUAL HARASSMENT

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company has risk assessment and minimization system in place. The risk managementprocedures are reviewed regularly.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff anddealers of the Company.

Date: - 30-05-2016 for and on behalf of Board of Directors
Place: - Vadodara of M/s Jhaveri Credits & Capital Ltd
Kamlesh J. Jhaveri
Whole-Time Director
DIN:00266242