TO THE MEMBERS
The Directors of the Company are pleased to present the Twenty Sixth Annual Report ofyour Company with Audited financial statements for the financial year ended on 31stMarch 2015.
Financial Results and performance of the Company.
The summarized working results for the financial year ended on 31st March2015 as compared with the previous year are as under:-
(Rs. in Lacs)
|Particulars ||Current year ||Previous Year |
| ||2014-2015 ||2013-2014 |
| ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Net Sales & Other Income ||78.04 ||534.50 |
|Profit/(Loss) before depreciation and Tax ||(35.11) ||385.64 |
|Less : Depreciation ||0.42 ||9.89 |
|Profit/(Loss) before Tax ||(35.53) ||375.75 |
|Less: || || |
|a) Current Income Tax ||NIL ||71.60 |
|b) Short and Excess provision for Income Tax ||3.71 ||Nil |
|Profit/(Loss) after Tax ||(39.24) ||304.15 |
State of Companys Affairs
The Companys plans for new activities have not been successful so far and onlylimited fees were earned in its consultancy activities. However efforts are continuing toadd new activities including trading and the Directors hope for some progress in thesefields in the second half of the current year.
The Directors do not recommend any dividend since the Company has incurred lossesduring the financial year under review.
Change in nature of business
There has been no change in the nature of business of the Company during the financialyear under review since the Company is still trying to finalise and add new activities.
The paid up Equity Share Capital as on 31st March 2015 was Rs. 49500000. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.
In accordance with the provisions of section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Mohan Dhar Diwan (DIN-01888051) Director ofthe Company retire by rotation at the ensuing Annual General Meeting of the Company andbeing eligible offer himself for re-appointment. Your Directors recommend hisre-appointment as Director on the Board at the ensuing Annual General Meeting. Mr. AtulKumar Mishra (DIN-00297681) and Ms. Akanksha Mishra (DIN-07145582) were appointed asAdditional Directors by the Board w.e.f. March 31 2015 pursuant to the provision ofSection 161 of the Companies Act 2013 read with Articles of Association of the Company.They will hold office up to the date of ensuing Annual General Meeting of the Company andis eligible for appointment as Director. The Company has received a notice under section160 of the Companies Act 2013 along with the requisite deposit proposing the appointmentof above directors.
Mr. Anil Kumar Agrawal (DIN-00558050) resigned as Independent Director of the Companyw.e.f. March 31 2015.
Further all Independent Directors have given declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49of the Listing Agreement. During the year none of the non executive directors had anypecuniary relationship or transactions with the Company.
None of the Directors are disqualified under Section 164(2) of the Companies Act 2013.
Key Managerial Personnel
The Board of Directors of the Company has appointed Mr. Kanhaiya Kumar Jha and Mr.Satya Prakash Singh as Chief Financial Officer and Chief Executive Officer respectivelyw.e.f. May 28 2014. Further Ms. Shruti Pandey was appointed as Company Secretary witheffect from above said date.
The following employees were designated as whole-time Key Managerial Personnel by theBoard of Directors during the year under review:
Mr. Mohan Dhar Diwan
Mr. Kanhaiya Kumar Jha
Mr. Satya Prakash Singh
Ms. Shruti Pandey
The Company Secretary has resigned from her post w.e.f. March 24 2015.
At the 25th (Twenty Fifth) Annual General Meeting held in the year 2014 M/s Andros& Co. Chartered Accountants were appointed by the shareholders to hold office asstatutory auditor from the conclusion of 25th (Twenty Fifth) Annual General Meeting tillthe conclusion of 27th (Twenty Seventh) Annual General Meeting of the Company subject toratification of their appointment at every subsequent Annual General Meeting.
The Company has received a letter from M/s Andros & Co. Chartered AccountantsStatutory Auditors of the Company confirming that they are eligible for appointment asStatutory Auditors of the Company under Section 139 of the Act.
The Board of Directors of the Company has appointed M/s Kumar Anil & AssociatesPracticing Company Secretary as the Secretarial Auditor of the Company for the FinancialYear 2014-15. The Secretarial Audit Report for the financial year ended on March 31 2015is annexed herewith and marked as Annexure-A to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
Subsidiaries Associates and Joint Venture Company
The Company does not have any Subsidiary Associate or Joint Venture Company.
Your Company has followed good corporate governance practices since inception inaccordance with the code of Corporate Governance. A detailed Corporate Governance Reporttogether with a certificate from Statutory Auditors in compliance with Clause 49 of theListing Agreement is attached as Annexure-B and forms part of thisReport.
Management Discussion and Analysis Report
The Managements Discussion and Analysis Report in compliance with Clause 49 ofthe Listing Agreement is attached as Annexure-C and forms part of thisReport.
Vigil Mechanism/Whistle Blower Policy
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors Employees and other Stakeholders of the Company to report concerns aboutillegal or unethical practices unethical behaviour actual or suspected fraud orviolation of the Companys Code of Conduct or Ethics Policy. The whistle BlowerPolicy is available on Companys website i.e. www.jmgcorp.in.
The securities of the Company are listed on BSE Limited. During the financial yearunder review Delhi Stock Exchange Limited (DSE) has been derecognized by the Securitiesand Exchange Board of India vide its Order No. WTM/PS/45/MRD/DSA/NOV/2014 dated 19thNovember 2014 and therefore the Company is no longer listed on DSE. The listing fees toBSE have been paid.
Sexual Harassment Policy
The Company has a policy on prohibition prevention and redressal of sexual harassmentof women at work place and matter conected therewith or incidental thereto covering allthe aspects as contained under "The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013". The Company has not received anycomplaint during the financial year
Particulars of Employees:
None of the employees are in receipt of remuneration in excess of the limits prescribedunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 therefore no disclosure is required.
Ratio of remuneration
The information relating to remuneration of Directors of the Company as required undersection 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given inAnnexure-D of this Report.
i. Extract of Annual Return
The details forming part of the extracts of the Annual Return in Form MGT-9 is annexedherewith as Annexure-E of this Report.
ii. Number of Meeting held
The details of the Board Meetings and Committee of Board Meetings held during thefinancial year 2014-2015 are given in the Corporate Governance Report.
iii. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm:
a) that in preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations relating to material departures;
b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the Profit or Loss of the Company for the Financial Year ended 31stMarch 2015;
c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) that the annual accounts have been prepared on a going concern basis.
e) that proper internal financial controls were in place and that financial controlswere adequate and were operating effectively.
f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
iv. Statement on Independent Directors Declaration
The Company has received necessary declarations from all independent directors of theCompany as required under section 149(7) of the Companies Act 2013 that they meet thecriteria of independence laid down in section 149(6) of the Companies Act 2013 and clause49 of the Listing Agreement.
v. Nomination and Remuneration Policy
The Board on the recommendation of the Nomination & Remuneration Committee of theCompany has framed and adopted a Policy namely Nomination and Remuneration Policy to dealwith matters of appointment and remuneration of Directors Key Managerial PersonnelSenior Management and other Employees of the Company. The said policy focuses on thefollowing aspects:-
a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate quality Directors required to run the Company successfully;
b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
c) Remuneration to Directors Key Managerial Personnel and Senior Management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its Goals.
vi. Corporate Social Responsibility (CSR)
The provisions relating to CSR is not applicable to the Company as the Company does notmeet the criteria prescribed under section 135 of the Companies Act 2013 read with rulesmade there under.
vii. Explanations or Comments by the Board on every Qualification Reservation OrAdverse Remark Or Disclaimer made by the Statutory Auditor in his Report
The observations of the Statutory Auditors in their report read together with thenotes on Accounts are self-explanatory and therefore in the opinion of the Directorsdo not call for any further explanation. Apart from this the Statutory Auditors have notgiven any Qualification Reservation or made any adverse remarks or disclaimer in theirAudit Report.
viii. Explanations or Comments by the Board on every Qualification Reservation OrAdverse Remark Or Disclaimer made by the Company Secretary in Practise in his SecretarialAudit Report
There are no disqualifications reservations or adverse remarks or disclaimers in theSecretarial Audit Report.
ix. Particulars of Loans Guarantees Security and Investments under Section 186 of the
Companies Act 2013
Under Section 186 of the Companies Act 2013 the Company has neither given any LoanGuarantee nor provided any Security in Connection with a Loan directly or indirectly toany person or other body corporate during the financial year. The Company has also notmade any investments by way of subscription purchase or otherwise in the securities ofany other body corporate during the financial year ended 31st March 2015.
x. Related Party Transactions
The Company has not carried out any related party transactions falling within thepurview of section 188 read with the Companies (Meetings of Board and its Powers)Amendment Rules 2014 during the financial year under review and therefore theparticulars of Contracts or Arrangements with Related parties referred to in Section188(1) in Form AOC-2 is not applicable to the Company.
Suitable disclosure as required by Accounting Standards (AS 18) has been made in theNotes to the Financial Statements.
None of the Directors have any pecuniary relationships of transactions viz--viz theCompany.
xi. Transfer to Reserve
The Company has not transferred any amount to reserve during the financial year underreview since the provisions relating to transfer to reserve were not applicable on theCompany.
xii. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements related and the date of the report.
There have not been any material changes and commitments occurred between the end ofthe financial year of the Company i.e. 31st March 2015 and the date of thisreport which is 12th August 2015 affecting financial position of the Company.
xiii. Conservation of energy and technology absorption and foreign exchange earningsand outgo:
Particulars with respect to conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 for the financial year ended March 31 2015 areattached as Annexure F and forms an integral part of this Report.
xiv. Risk Management Policy
In todays economic environment Risk Management is very important part of thebusiness. The main aim of risk management is to identify monitor and take precautionarymeasures in respect of the events that may pose risks for the business. Your Companyrecognizes risk management as an integral component of good corporate governance. TheCompany has developed and adopted a risk management policy.
xv. Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors
Pursuant to the provisions of the Companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the performance evaluation process for the Board itsCommittees and Directors.
xvi. Separate Meeting of the Independent Directors
The Independent Directors held a Meeting on 31st March 2015 without theattendance of Non-Independent Directors and members of Management. All the IndependentDirectors were present at the meeting. The following issues inter alia were discussed indetail:
I) Reviewed the performance of non-independent directors and the Board as a whole;
II) Reviewed the performance of the Chairperson of the Company taking into account theviews of Executive Directors and Non-Executive Directors;
III) Assessed the quality quantity and timeliness of flow of information between theCompany
Management and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
xvii. Public Deposits:
During the period under review the Company has not accepted or invited any depositsfrom the public.
xviii. Significant and Material orders passed by the regulators or Courts or Tribunals
There are no significant and material orders passed by the regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations. xix. Adequacy of Internal Financial Control
The Internal Audit Department of the Company had carried out internal audit during thefinancial year under review. The said Audit was carried out with the objective to identifysystem deficiencies in the process(s) of the organization and to ensure operationaleffectiveness in all of the processes within the Organisation so as to ensure thateffective internal control exist at all levels of the Organisation. Further in case anydeficiency(ies)/weakness(es) is observed the same is brought to the notice of theManagement so that corrective actions are taken on time.
Your Company has been able to operate efficiently because of the culture ofprofessionalism integrity creativity and continuous improvement in all functions as wellas efficient utilization of the Companys resources.
Your Directors gratefully acknowledge co-operation and assistance extended by allstakeholders employees and Bankers and look forward to their continuing support.
| || ||By order of the Board |
| || ||For JMG CORPORATION LIMITED |
| ||Sd/- ||Sd/- |
| ||Mohan Dhar Diwan ||Avantsa Krishna |
|Place: - New Delhi ||Whole Time Director ||Director |
|Date:- 12-08-2015 ||DIN- 01888051 ||DIN- 00904526 |
Form No. MR-3
SECRETARIAL AUDIT REPORT
(For the period 31st March 2015)
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014]
JMG Corporation Limited
Suite No 307 Palam Triangle
Palam Vihar Gurgaon Haryana-122017
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by JMG Corporation Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod ended on 31st March 2015 complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter.
1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by JMG Corporation Limited ("The Company") forthe period ended on 31st March 2015 according to the provisions of:
I. The Companies Act 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act 1956 (SCRA) and theRules there under;
III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
IV. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) to the extent applicableto the Company:-
The Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011;
The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India ii)The Listing Agreements entered into by the Company with the BSE and DSE.
During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines applicable standards etc as mentioned above. Theinformation to stock exchange(s) was sent interalia through courier email fax or/andusing listing center facility. Email facility was also used where faxing could not becomepossible.
In my opinion and to the best of information and according to the explanations given tome Foreign Exchange Management Act 1999 and the rules and regulations made thereunder tothe extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings are not applicable for the period under review.
According to information and explanations given to me opinion could not be expressedon other laws as applicable as the company is not able to start its Principal activity.
2. I further report that :
The Board of Directors of the Company is duly constituted with one Executive Directori.e. Mr. Mohan Dhar Diwan and all others are Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.
The Chief Executive officer Company Secretary and Chief Financial Officer wereappointed on 28th May 2014. The Company Secretary resigned w.e.f. 24th March 2015.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the Company has the system to capturedissenting members views and record the same as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that SEBI vide its order WTM/PS/45/MRD/DSA/NOV/2014 dated November 192014 has withdrawn the recognition granted to Delhi Stock Exchange.
| ||Sd/- |
| ||Anil Kumar |
|Date : 12-08-2015 ||Kumar Anil & Associates |
|Place : New Delhi ||M. No. ACS 13430 |
| ||CP No. 14863 |