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Jupiter Industries & Leasing Ltd.

BSE: 507987 Sector: Financials
NSE: N.A. ISIN Code: INE990E01016
BSE LIVE 12:42 | 17 Apr Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.27
PREVIOUS CLOSE 4.27
VOLUME 300
52-Week high 4.27
52-Week low 4.27
P/E
Mkt Cap.(Rs cr) 0
Buy Price 4.27
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.27
CLOSE 4.27
VOLUME 300
52-Week high 4.27
52-Week low 4.27
P/E
Mkt Cap.(Rs cr) 0
Buy Price 4.27
Buy Qty 200.00
Sell Price 0.00
Sell Qty 0.00

Jupiter Industries & Leasing Ltd. (JUPITERINDS) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to place before you the Thirty-First Annual Report and theAudited Accounts of the Company for the year ended 31st March 2015.

1. OPERATIONS & FINANCIAL RESULTS

Year ended 31-03-2015 Year ended 31-03-2014
Rupees Rupees
Profit/(Loss) before Depreciation (115267) (134520)
Less: Depreciation provided for the year
Profit/(Loss) before Tax (115267) (134520)
Less : Provision for Tax
Profit/(Loss) after Tax (115267) (134520)
Add: Balance brought forward from the previous year (24957053) (24822533)
Amount carried to balance sheet (25072320) (24957053)

2. DIVIDEND

In view of the accumulated losses your Directors regret their inability to recommendany dividend for the year.

3. OPERATIONS & PROSPECTS

There is no business activity carried out by the company. The management does notforesee any prospect of carrying out any business in the near future till the financialposition of the company improves.

4. FIXED DEPOSITS

The company does not hold any Fixed Deposits from the Public as on 31st March 2015.

5. DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of thecompany Mr. Samir H. Shah Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and there has been no material departure;

b) that the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are 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 ended 31st March 2015 and of the loss of the company for that period;

c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts on a going concern basis.

e) that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

7. AUDITORS

Messrs. A.B. Modi & Associates Chartered Accountants Auditors of your companyretire at the conclusion of the ensuing

Annual General Meeting and being eligible offer themselves for re-appointment.

8. AUDITORS’ REPORT

The report is self-explanatory and does not call for any further comments.

9. SECRETARIAL AUDITORS’ REPORT

The Board has appointed Mr. Ravindra V. Joshi Practicing Company Secretary to conductSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report for thefinancial year ended 31st March 2015 is annexed as Annexure I to this report. The reportis self-explanatory and does not call for any further comments.

10. PARTICULARS OF EMPLOYEES

There were no employees drawing salary as prescribed under Section 197(12) of the Actread with Rules 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information in accordance with Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is not given as it is not applicable to the company.

12. MEETINGS OF THE BOARD

The Board of Directors duly met five (5) times on (1) 30th May 2014 (2) 14th August2014 (3) 29th October 2014 (4) 29th January 2015 and (5) 17th March 2015 in respectof which meeting proper notices were given and the proceedings were properly recorded andsigned in the Minutes Book maintained for the purpose.

13. DIRECTOR’S APPOINTMENT AND REMUNERATION

Mrs. Belu P. Kanungo has been appointed as an additional director with effect from 17thMarch 2015.

Mr. Hemant D. Shah has been appointed as a Managing Director for a period of 5 (five)years with effect from 1st March 2015.

Since the company has no business activity and huge accumulated losses the company isnot in a position to give any remuneration to the Managing Director and/or its Directors.

14. LOANS GUARANTEES OR INVESTMENTS

No loans guarantees or investments under section 186 of the Act has been made by thecompany.

15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

No contracts or arrangements with related parties referred to in sub-section (1) ofsection 188 of the Act have been entered by the company.

16. RISK MANAGEMENT POLICY

In the opinion of the Directors of the company there is no element of risk and forthat reason the board has not appointed a Risk Management Committee.

17. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

The said information and report is not given as it is not applicable to the company.

18. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The said information and report is not given as it is not applicable to the company.

19. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith and marked as Annexure IIto this report.

20. ACKNOWLEDGMENT

Your Directors take this opportunity to express their warm appreciation of thededicated services rendered by the personnel of the Company. The Directors also place onrecord their sincere thanks for the co-operation and support extended to your Company bythe Bankers and the Shareholders.

By Order of the Board of Directors
Place : Mumbai H. D. SHAH
Date : 29th May 2015 Managing Director

ANNEXURE TO THE DIRECTORS’ REPORT

ANNEXTURE I TO THE DIRECTOR’S REPORT SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

Jupiter Industries & Leasing Limited 209 Maker Bhavan III

21 New Marine Lines

Mumbai - 400 020.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Jupiter Industries &Leasing Limited (hereinafter called the company). Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Jupiter Industries & Leasing Limited books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on31st March 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Jupiter Industries & Leasing Limited for the financial yearended 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 the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

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 Agreement entered into by the Company with Bombay Stock Exchange.

During the period under review and based on the documents provided and declarationsgiven by the Company I am of the opinion that the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned abovesubject to the following observation(s):

1. The Company has so far not constituted committees of directors of the Companypursuant to the provisions of cl.49 of the listing agreement with Bombay Stock Exchangeread with section 177 of the Companies Act 2013.

2. Pursuant to the provisions of section 203 (1) of the Companies Act 2013 theCompany is required to have Key Managerial Person (KMP). However the Company has yet toappoint Company Secretary and Chief Finance Officer (CFO) in compliance with the saidsection of the Companies Act 2013.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

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 dissenting members views if any arecaptured and recorded as part of the minutes.

I further report that the management has informed me that there are adequate systemsand processes in the company commensurate with the size and operations of the company tomonitor and ensure compliance with applicable laws rules regulations and guidelines.

I further report that during the audit period there was no specific event/actionhaving a major bearing on the Company’s affairs in pursuance to the laws rulesregulations guidelines etc. referred to above.

Ravindra V. Joshi
Practising Company Secretary
Place : Mumbai FCS No. 1419
Date : 28th May 2015 C P No.: 886