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Jumbo Finance Ltd.

BSE: 511060 Sector: Financials
NSE: N.A. ISIN Code: INE122N01017
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Jumbo Finance Ltd. (JUMBOFINANCE) - Director Report

Company director report

DIRECTORS' REPORT

To the Members

Your directors have pleasure in presenting Thirty Third (3 3 rd)AnnualReport together with the Audited Statement of Accounts of the Company for the year ended31st March. 2017.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 31st March 2017 31st March 2016
Income from Operations & Other income 93.66 66.92
Less: Expenses 113.34 44.13
Net Profit / (Loss) before Tax (19.68) 22.79
Less: Taxes Prior years adjustments Deferred tax etc. 4.53 13.27
Net Profit / (loss) after tax (24.21) 9.53
Add / Less Pro fit/(Loss) Brought forward 82.01 74.39
Add/Less: Profit/(Loss) for the year after adjusting for appropriations & WDV of Fixed Assets - 1.91
Balance carried to Balance Sheet 57.80 82.01

OPERATIONS:

During the year under review the Company has recorded the higher total income of93.66Lakhs as compared to 66.92Lakhsfor the previous year and Net Loss after tax of Rs.24.20Lakhs for the year as compared to the profit of Rs9.53 Lakhsin the previous year.

DIVIDEND:

In view of loss in the business of the company for the year your Directors have notrecommended any dividend.

SHARE CAPITAL:

The paid up equity capital as on March 31 2017 was Rs. .487.68Lakhs during the yearunder review.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.The details of the investments made by company isgiven in the notes to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern status or future operations of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman of the Company. The Internal Auditor appointed by the Company viz. M/s.Naveen Bajaj and Associates monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. The Audit Committee of the Boardaddresses significant issues raised by both the Internal Audit s and Statutory Auditors.

DIRECTORS&KEY MANAGERIAL PERSONNEL (KMP):

During the financial year Shri Anil Vrijdas Rajkotia was appointed as CompanySecretary of the company at the Board Meeting held on 14.05.2016 who resigned from thepost w.e.f 10.04.2017 and Smt. Krishna Tela was appointed as Company Secretary in hisplace at the Board Meeting held on 10.04.2017.

As per the provisions of the Companies Act 2013 Shri Jagdish Prasad Khandelwalretires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for reappointment. The Board recommends his-appointment.

The necessary resolution for his appointment is also being placed before the membersfor their consideration at the forthcoming Annual General Meeting.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations 2015.the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Nomination & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and SEBI Listing Regulations and the relevant rules. In theopinion of the Board they fulfill the conditions of independence as specified in the Actand Rules made thereunder and are independent of the Management.

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 Remuneration Policy is stated in the Corporate Governance Report. '

MEETINGS:

During the year 6 (Six) Board Meetings and 4 (four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

CONSERVATION OF ENERGY:

The Company's operations are not energy-intensive and as such involve low energyconsumption. However adequate measures have been taken to conserve the consumption ofenergy.

TECHNOLOGY ABSORPTION:

Operations of the company do not involve any kind of special technology and there wasno expenditure on research & development during this financial year. However yourcompany continues to upgrade its technology (computer technology and telecominfrastructure) in ensuring that it is connected with its clients across the globe.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company continues to take new initiatives to further align its HR policies to meetthe growing needs of its business. People development continues to be a key focus area ofthe Company.

DIRECTOR RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) and 134 (5)ofthe Companies Act 2013 the directors wouldlike to state that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

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

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are somematerially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. The disclosure of material Related Party Transaction inFORM AOC-2 is given in Annexure A to this report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM. Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with aview- to 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 Board is responsible forimplementation of the Code.

All the Board Directors and the designated employees have confirmed compliance with theCode.

CODE OF CONDUCT: -

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board in the course of day to day business operations of the company. TheCompany believes in "Zero Tolerance" against bribery corruption and unethicaldealings / behaviors of any form and the Board has laid down the directives to countersuch acts. The code laid down by the Board is known as "code of businessconduct" which forms an Appendix to the Code. The Code has been posted on theCompany's website www.Jumbofinance.co.in

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. The Code gives guidance through examples on the expected behaviorfrom an employee in a given situation and the reporting structure.

All the Board Members have confirmed compliance with the Code.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25 of the Listing Regulations 2015 the Company has afamiliarization programme for Independent Directors with regard to their role rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. The Board Members are provided with all necessarydocuments/ reports and internal policies to enable them to familiarize with the Company'sprocedures and practices. Periodic presentations are made at the Board and Boardconstituted Committee Meetings pertaining to business and performance updates of theCompany global business environment business strategies and risks involved. Directorsattend training programmes/conferences on relevant subject matters and keep themselvesabreast of the latest corporate regulatory and industry developments.

STATUTORY AUDITORS:

M/s. Bhatter & Co. Chartered Accountants Mumbai (Firm Reg No. 131092 W) theauditors of the Company has been appointed by the Shareholders at the Thirty Second AnnualGeneral Meeting of the Company held on 29th September 2016 for a period of 4 years i.e.upto conclusion of Thirty Sixth Annual General Meeting of the Company subject toratification by Shareholders at every Annual General Meeting as per the provisions of theCompanies Act 2013 ['Act'] Pursuant to the Act Members are requested to considerratification of their appointment and authorize the Board of Directors including AuditCommittee thereof to fix their remuneration for the FY 2017-18.

STATUTORY AUDITORS' REPORT:

There are no qualifications reservation or adverse remark or disclaimer made bystatutory auditor in his report. The observations made by the Statutory Auditors in theirreport for the financial year ended 31st March 2017 read with the explanatory notestherein are selfexplanatory and therefore do not call for any further explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Pankaj& Associates a firm of company Secretaries in practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit report of the Company for thefinancial year ended 31st March 2017 in the prescribed form MR-3 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as "AnnexureB".

As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. There are no major observations made by the Auditor In theReport except the following:

1. Under Section 101 of Companies Act 2013 the company failed to send notice of AGM tomost of the shareholders either in writing or electronic mode.

2. Under Section 139 of Companies Act 2013 the company has filed Form ADT-1 forappointment of Auditor for the period of 1 year (i.e. FY 2016-17) with Registrar ofCompanies whereas the Company in its 32nd AGM has appointed the Auditor forthe period of 5 years (i.e. for the FY 2016-17 upto 2019-20).

3. Under Section 177(10) of Companies Act 2013 the Company has a vigil mechanismnamed Fraud and Risk Management Policy but the details of establishment of such mechanismhas not been disclosed on the website of the company.

4. Rule 10 of Companies (Management and Administration) Rules 2014 was not complied bythe Company which requires every listed company to give advertisement for Closure. ofregister of members in at least one vernacular newspaper in the principal vernacularlanguage of the district and having a wide circulation in the place where the registeredoffice of the company is situated and at least one in English language in an Englishnewspaper circulating in that district and having wide circulation in the place where theregistered office of the company is situated.

5. Rule 20 (3) (v) of Companies (Management and Administration) Rules 2014 was notcomplied by the Company which requires the Company to publish the Notice of E-voting in atleast one vernacular newspaper in the principal vernacular language of the district inwhich the registered office of the company is situated and at least once in Englishlanguage in an English Newspaper having a wide circulation in that district.

6. Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 requires the Company to give advertisement in Newspaper for intimation of BoardMeeting in which the financial results will be considered and approved along with thePublication of financial results in newspapers which was complied only for the lastquarter of the financial year.

7. As per requirement of Secretarial Standard on Board meetings (SS-1) & GeneralMeetings (SS-2) the maintenance & preservation of minutes of Board & GeneralMeetings are not strictly followed.

8. As per Companies Act 2013 and other applicable rules the company has notmaintained Statutory Registers.

However the company would ensure in future that all the provisions are complied to thefullest extent.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribedunder the Companies Act 2013.

REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 AND OTHER APPLICABLE PROVISIONS

There are no employees in the company hence the said provision is not applicable.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure "D" and AnnexureE together with the Certificate from the auditors of the Company regarding compliancewith the requirements of Corporate Governance as stipulated in Listing Regulations.

CHANGE OF THE REGISTRAR &SHARE TRANSFER AGENTS OF YOUR COMPANY:

During the financial year 2016-17the division of System Support Services (yourCompany's erstwhile Registrar & Transfer Agent) was merged with Link Intime IndiaPvt. Ltd.

The Board of Directors of your Company at their meeting held on 13th December 2016has confirmed the appointment of Link lntime India Pvt. Ltd. as the Registrar and ShareTransfer Agent of the Company with effect from 15th December 2016.

ACKNOWLEDGEMENTS:

Your Board of Directors would like to place on record its sincere appreciation for thewhole hearted support and contributions made by Auditors Banks Financial InstitutionsSuppliers and other Business Associates towards the conduct of the operations of theCompany

PLACE: MUMBAI FOR AND ON BEHALF OF THE BOARD
DATED: 21.07.2017

 

Sd/- Sd/-
SMT. SMRITI RANK A J. P. KHANDELWAL
(MANAGING DIRECTOR) (DIRECTOR / CFO)
DIN:00338974 DIN: 00457078