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JTL Infra Ltd.

BSE: 534600 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE391J01016
BSE LIVE 15:40 | 20 Nov 104.35 0.35
(0.34%)
OPEN

100.20

HIGH

106.55

LOW

100.20

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 100.20
PREVIOUS CLOSE 104.00
VOLUME 8543
52-Week high 114.90
52-Week low 41.25
P/E 26.35
Mkt Cap.(Rs cr) 104
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 100.20
CLOSE 104.00
VOLUME 8543
52-Week high 114.90
52-Week low 41.25
P/E 26.35
Mkt Cap.(Rs cr) 104
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JTL Infra Ltd. (JTLINFRA) - Director Report

Company director report

DIRECTORS' REPORT

Dear Stakeholders

Yours directors have pleasure in presenting their 25th (Twenty Fifth) AnnualReport together with the Audited Financial Statement for the year ended 31stMarch 2016.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:

The summary of operating results for the year 2015-16 and appropriation of divisibleprofits is given below.

Particulars Year Ended 31.03.2016 Year Ended 31.03.2015
Gross Sales 10500.94 13258.98
Less Excise Duty 1014.40 1326.99
Net Sales 9486.54 11931.98
Misc. Income 139.81 98.96
PBIT 244.52 277.02
Profit Before Tax 158.35 125.41
Profit After Tax 122.37 83.37
Profit brought forward from previous year/s 595.12 511.74
Profit Available for appropriation 716.29 595.12
Less adjustment on account of depreciation of fixed assets as per Companies Act 2013 (320.21) (320.21)
Appropriation to: 397.28 274.91
Balance Carried to Balance Sheet

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review the Companies net turnover has fallen to Rs. 9486.54 lacsas against Rs. 11931.98 lacs of previous year this is generally due to fall in the priceof the steel price in domestic as well as foreign market. Expenditure side of the companyhas also reduced from Rs. 11905.43 lacs to Rs. 9468 lacs during the current year.Resultantly the Company profit before tax and extraordinary items comes out to be Rs.158.34 lacs as against Rs. 125.41 lacs during last year which amount to total increase of26.26 % as compare to last year Profit. Despite the challenges prevailing in the Indiantube industry the sector is poised to grow by having continuous focus on quality valueaddition and further the cost management has helped your company to achieve thisprofitable growth. Your Directors are committed to explore all avenues to increaseoperations and profitability of the Company.

EXPORT PERFORMANCE

Exports turnover has been decreased to Rs. 5318.77 Lacs as compared to Rs. 6630.30 lacsin the previous year. This is due to fall of Steel Prices in the International Market.

DIVIDEND

Due to expansion programme the management decided to conserve the surplus fundsaccrued to the Company during the financial year 2015-16. These funds will be utilizedtowards part-funding the proposed expansions projects. Hence Board of Directors decidednot to recommend the dividend to the shareholders.

MANAGEMENT DISCUSSION AND ANAYSIS

A Management discussion and Analysis as required under SEBI (LODR) Regulations 2015 isannexed to this Annual report.

CORPORATE GOVERNANCE

Pursuant to Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on Corporate Governance along with reports on

Management Discussion & Analysis and Certificate from the Auditor regardingcompliance of conditions of Corporate Governance are made part of this report.

INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the company toimprove its position.

ENVIRONMENT HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemednecessary. Your company is having status of ISO 9001:2008 certification which isinternationally recognized for the production quality control etc. This certificationgives the company international recognition and helps in boosting the export turnover.

DIRECTORS

Mr. Mithan Lal Singla retires by rotation at the forthcoming AGM is eligible forreappointment.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Company does not have any company as its Subsidiary Associates or its Joint Ventures.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related PartyTransactions Policy The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and RelatedParties. There were no materially significant transactions with Related Parties during thefinancial year 2015-16 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in Note 16 of the Notes to thefinancial statements. Details of transactions with related parties are given in Form AOC -2 which is attached as Annexure-5.

EXTRACT OF ANNUAL RETRUN

The details forming part of the extract of the Annual Return in Form MGT-9 in Annexure-1as per the provisions of the Act and rules framed thereunder is annexed to thisReport.

NUMBER OF BOARD MEETINGS

Fourteen Board Meetings were held during the year under review. For details of theMeetings please refer to the Corporate Governance Report which forms part of thisreport.

PARTICULARS OF THE EMPLOYEES

During the year no employee whether employed for the whole or part of the year wasdrawing remuneration exceeding the limits mentioned under Section 197 of the CompaniesAct 2013. Hence the information required under this Section read with the Companies(Particulars of Employees) Rules 1975 is not given.

AUDIT COMMITTEE

The Audit Committee comprises three Directors Mr. Raj Kumar Gupta & Ms Preet KamalKaur Bhatia Independent Director and Mr. Vijay Singla Whole Time Director. All therecommendations made by the Audit Committee during the year were accepted by the Board.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act and the Rules framed thereunder is enclosed as Annexure 3 tothe

Board's Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

During the year under review the Company has not given any loan guarantee andinvestment which is covered under Section 186 of the Companies Act 2013.

RISK MANAGEMENT POLICY

The Company is taking all the suitable steps to avoid the risks that arise in theCompany. There is no such threat to the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the companies Act 2013 regarding Corporate Social Responsibility is notapplicable to the Company whereas the Company is actively supporting various initiativeson its own for the betterment of the locals of the vicinity where the project of theCompany is situated at Gholumajra.

CHANGE IN SHARE CAPITAL

There has been no change in the Capital Structure of the Company during the year underreview.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanizedsteel pipes development of Infrastructural activities and all other activities revolvearound that and henceforth no product segment was made as per Accounting Standard 17.

DEPOSITS

The company has not accepted any deposits from public during the year under review.

SIGNIFICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOING CONCERNAND COMPANY'S OPERATIONS

To the best of our knowledge the Company has not received any such orders fromregulators courts or tribunals during the year which may impact the going concern statusof the Company or its operations in future.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy in line with the provisions of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (the Act) and theRules there under. The Policy aims to provide protection to women at the workplace andprevent and redress complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment. TheCompany has also constituted an Internal Complaints Committee in accordance with the Actto inquire into complaints and take appropriate action. The Company has not received anycomplaint of sexual harassment during the year.

VIGIL MECHANISM

The Company has adopted Vigil Mechanism policy that provides a formal mechanism for allDirectors Employees and vendors of the Company to approach the Chairman of AuditCommittee and make protective disclosure about the unethical behavior actual or suspendedfraud or violation of the Code of Conduct of the Company.

The vigil mechanism comprises of whistle blower policy for directors employees andvendors.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013shall state that

(i) In the preparation of Balance Sheet and the Profit & Loss Account of theCompany for the financial year ended March 31 2016 the applicable accounting standardshave been followed.

(ii) The Directors have 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 or Loss of the company for that period.

(iii) The Directors have taken proper and sufficient care to for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and preventing and detecting fraud and otherirregularities.

(iv) The annual financial statements have been prepared on a going concern basis.

(V) The Directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

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

STATUTORY AUDITORS

At the Annual General Meeting held on September 30 2014 M/s. S. Kumar Gupta &Associates Chartered Accountant were appointed as the Statutory Auditors of the Companyto hold office till the conclusion of the Annual General Meeting to be held in theCalendar Year 2017. In terms of the first proviso to Section 139 of the Companies Act2013 the appointment of the auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s. S. Kumar Gupta & AssociatesChartered Accountants as Statutory Auditors of the Company is placed for ratification bythe Shareholders.

The Auditor's Report for fiscal 2016 does not contain any qualification reservation oradverse remark. The Auditors' Report in enclosed with the Financial Statements in thisAnnual Report.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 your Company carries out an audit of cost records everyyear. The Company has M/s Balwinder & Associates Cost Accountants as Cost Auditor ofthe Company for the financial year 2015-16. The Board has appointed M/s Balwinder &Associates Cost Accountants as Cost Auditor of the Company for Fiscal 2017.

SECRETARIAL AUDIT

P.Chadha & Associates Practicing Company Secretaries was appointed to conduct theSecretarial Audit of the Company for the fiscal 2016 as required under Section 204 of theCompanies Act 2013 and Rules thereunder. The secretarial audit report for fiscal 2016forms the part of the Annual Report as Annexure-4 to the Board's Report.

The Secretarial Auditor in his report has made the following observations:

1. Listing Agreement which was to be entered by the Company with in the 6 months of theNotification was entered by the Company on 21st March 2016.

2. The Company has appointed Mr. Neeraj Kaushal as the Company Secretary of the Companyon 1st March 2016 and the intimation of the same was sent to Stock Exchange on29th March 2016 which was not in compliance of the SEBI (LODR) Regulations.

3. The Company has not complied with regulations 46 of the SEBI (LODR) Regulations andhas not published basic information on website of the Company.

4. The Company has not produced internal audit report for the financial year ended ason 31.03.2016 during the course of our audit.

Further the explanation given by the Board on the observation given by the SecretarialAuditor are as under:

1. As during the said period there was no Company Secretary in the Company. Same wasentered with the Bombay Stock Exchange when new Company Secretary was appointed by theCompany.

2. Information to the Bombay Stock Exchange was made by the Board but due to technicalerror same cannot be uploaded at that time whereas on later on security it was find by theCompliance Officer that information was not made to the BSE at that time fresh intimationis sent to them and uploaded on their site.

3. The Company is maintaing the website in time. Due to non-uploading of two or threepolices the qualification was marked by the Secretarial Auditor. The Company is takingkeen steps to upload these policies in time.

4. As the appointment of the Internal Auditor was made in the Month of March 2016 soCompany & Internal Auditor was not able to complete the Internal Audit. Same is in theprocess.

LISTING

The Shares of the company are listed at "Bombay Stock Exchange (BSE)" Mumbai.The listing fees to the stock exchanges has regularly been paid by the Company.

INSURANCE

The properties/assets of your Company are adequately insured.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all theassets of the Company are safeguarded and protected against any loss and that all thetransactions are properly authorized and recorded. Information provided to management isreliable and timely and statutory obligations are adhered to. Details of the same areprovided in the Management Discussion and Analysis Report attached as Annexure E to thisReport. The Company has an established Internal Financial Control framework includinginternal controls over financial reporting operating controls and anti-fraud framework.The framework is reviewed regularly by the management and tested by internal audit teamand presented to the Audit Committee. Based on the periodical testing the framework isstrengthened from time to time to ensure adequacy and effectiveness of InternalFinancial Controls.

RESEARCH & DEVELOPMENT CONVERSION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Particulars prescribed under the Disclosure of particulars in the Report of the Boardof Directors Rule 1988 are furnished in the Annexure-2 to this Report.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract motivate and retain qualifiedand expert individuals that the Company needs in order to achieve its strategic andoperational objectives whilst acknowledging the societal context around remuneration andrecognizing the interests of Company's stakeholders

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a meeting of the Independent Directors of theCompany was held on 28th day of May 2015 wherein the performance of thenon-independent directors including chairman was evaluated. The Board of Directorsexpresses their satisfaction with the evaluation process.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company's customers vendorsbankers employees shareholders and other business constituents for all time co-operationand support to the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-
PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)
DATE : 13/08/2016 MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN:00156668 DIN: 00156801
# 105 Sector 28-A # 105 Sector 28-A
Chandigarh Chandigarh