Your Directors have pleasure in presenting the Annual Report of the Company togetherwith Audited Financial Statements for the year ended on 31st March 2019.Consolidated performance of the Company and its subsidiaries has been referred to whereverrequired.
1. Financial Results
| || || |
(Figures in Rs.)
| ||Standalone ||Consolidated |
|Particulars ||Current Year ||Previous Year ||Current Year ||Previous Year |
|Sales & Other Income ||3550 ||179211 ||17945 ||220551 |
|Profit Before Depreciation Taxation & Exceptional Item ||(1299433) ||(1037803) ||(1441298) ||(1122873) |
|Less : Depreciation ||- ||- ||- || |
|Less : Exceptional Items ||- ||- ||- ||- |
|Less : Deferred Tax ||(26) ||(484) ||(26) ||(484) |
|Profit / ( Loss ) After Taxation ||(1299459) ||(1038287) ||(1441298) ||(1123357) |
|Add: Balance Brought Forward from Previous Year ||(2980967) ||(1942680) ||(4452726) ||(3329369) |
|Surplus Available for Appropriation ||(1299459) ||(2980967) ||(1441125) ||(1123357) |
|Appropriations ||- ||- ||- || |
|Tax for Earlier Year ||- ||- ||- ||- |
|Add: Release due to cessation of Subsidiaries ||- ||- ||- ||- |
|Balance Carried To Balance Sheet ||(4280426) ||(2980967) ||(5893851) ||(4452726) |
2. Future Performance
During the year under review the Company has incurred Loss of Rs. 12 99 459/- ascompared to loss of Rs. 10 38287/- in previous year. Your Directors are identifyingprospective areas and will make appropriate investments that will maximize the revenue ofthe company in the current Financial Year.
Your Directors regret their inability to recommend any Dividend to equity shareholdersfor the year 2018-2019.
4. Consolidated Financial Statements Performance
In accordance with the requirements of Accounting Standards AS 21 (read with AS 23 andAS 27) issued by the Institute of Chartered Accountants of India the ConsolidatedFinancial Statements of the Company and its subsidiaries are annexed to this AnnualReport. A statement containing the salient features of the Company's subsidiaries in theprescribed form is attached.
The Consolidated Financial Statements have been prepared on the basis of auditedfinancial statements of the Company its subsidiaries as approved by their respectiveBoard of Directors. The Consolidated Financial Statements of the Company for the financialyear 2018-19 are prepared in compliance with applicable provisions of the Companies Act2013 Accounting Standards and presented in compliance with Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.
5. Transfer of unclaimed dividend to Investor Education and Protection
Since there was no unpaid/unclaimed Dividend declared and paid in previous year theprovisions of Section 125 of the Companies Act 2013 is not applicable to the Company.
At the Annual General Meeting held on September 22 2018 the Members approvedappointment of M/s. R. K. Kankaria & Co. Chartered Accountants (Firm RegistrationNo. 321093E) Kolkata as Statutory Auditors of the Company to hold office for a period offive years from the conclusion of that Annual General Meeting till the conclusion of theAnnual General Meeting to be held in the year 2023. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every Annual GeneralMeeting has been done away by the Companies (Amendment) Act 2017 with effect from May 72018. Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing AGM.
The statutory auditor's report does not contain any qualifications reservations oradverse remarks or disclaimer.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Pursuant to the provisions of section 204 of the Companies Act2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the company has appointed M/s. Kirti Sharma & Associates Practicing CompanySecretaries (C.P. No. 18787 & Membership Number A41645) to undertake the SecretarialAudit of the Company. The Secretarial Audit report for the financial year ended 31stMarch 2019 is annexed herewith as "Annexure-A" to this report. The SecretarialAudit Report does not contain any qualification reservation and adverse remark.
7 . Auditor's Report and Secretarial Auditor's Report
There is no qualification or adverse remark in Statutory Auditors' Report. There is noincident of fraud requiring reporting by the auditors under Section 143(12) of theCompanies Act 2013. The Secretarial Audit report for the financial year ended 31st March2019 is annexed herewith as "Annexure A" to this report. The Secretarial AuditReport does not contain any qualification reservation and adverse remark.
8. Directors and Key Managerial Personnel
Director Mr. Mahavir Jain (DIN: 02048027) retire by rotation and being eligible offerhimself for re appointment. Mr. Sanjit Dhawa (DIN: 05162937) has been re-appointed asManaging Director for a period of five years effective from 18th February 2019 upto 17thday of February 2024. All Independent Directors have given their declaration that theymeet the criteria of independence as laid down under section 149(6) of the Companies Act2013 and Listing Regulations. In accordance with the provisions of Section 203 of theCompanies Act 2013 the following were the Whole time Key Managerial Personnel (KMPs) ofyour company as on March 31 2019:
|1. Mr. Sanjit Dhawa ||- ||Managing Director & CEO |
|2. Mr. Mahavir Jain ||- ||Whole Time Director & CFO |
|3. Mr. Manish Bhoot ||- ||Company Secretary cum Compliance Officer |
The brief resume/ details relating to Directors who are to be appointed/ re-appointedare furnished in the Notice of the ensuing AGM.
9. Number of meetings of Board of Directors
Thirteen meetings of the Board of Directors of the Company were held during the year.For further details please refer to Corporate Governance section of this Annual Report.
10. Statutory Information
Particulars required to be furnished by the Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014:
|1. CONSERVATION OF ENERGY ||: ||NIL |
|2. TECHNOLOGY ABSORPTION & ADOPTION ||: ||NIL |
|3. FOREIGN EXCHANGE EARNING & OUTGO ||: ||NIL |
11. Annual Evaluation by the Board of its Own Performance its Committees andindividual Directors
The Board of Directors of the Company has put in place evaluation of its ownperformance its committees and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company
12. Director's Responsibility Statement
The Financial Statement are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair value. GAAP comprisesmandatory accounting standards as prescribed under section 133 of the Companies Act2013("the Act") read with Companies (Accounts) Rules 2014 the provision of the Act(to the extent notified) and guidelines issued by the Securities and Exchange Board ofIndia (SEBI). There are no material departures from the prescribed accounting standards inthe adoption of these standards. In terms of Section 134 (5) of the Companies Act 2013the directors would like to state that: i) In the preparation of the annual accounts forthe financial year ended March 31 2019 the applicable accounting standards have beenfollowed. ii) 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 year under review. iii)The Directors have 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. iv)The Directors have prepared the annual accounts ongoing concern basis. v) The directorshad laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively. vi) The directorshad devised proper system to ensure compliance with the provisions of all applicable lawsand that such system were adequate and operating effectively.
13. Share Capital
The paid up equity capital as on March 31 2019 was Rs. 16.20 Crore. The company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity.
14. Material Changes and Commitment if any affecting the financial position of theCompany occurred between the ends of the financial year to which this financial statementsrelate and the date of the report
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and the date of this report.
15. Transfer to reserves
No amount was transferred to the General Reserve during the period 1st April 2018 to31st March 2019.
16. Preservation of documents
All the documents as required under the Act has been properly kept at the registeredoffice of the Company.
17. Listing with Stock Exchange
The Company confirms that it has not defaulted in paying the Annual Listing Fees forthe financial year 2018-19 to the Bombay Stock Exchange Limited (BSE) where the shares ofthe Company are listed.
Cash and cash equivalents as at March 31 2019 was Rs.149655/-. The company continuesto focus on judicious management of its working capital Receivables and other workingcapital parameters were kept under strict check through continuous monitoring.
19. Disclosure under sexual harassment of women at workplace
Your Company is committed to provide and promote safe healthy and congenial atmosphereirrespective of gender caste creed or social class of the employees. No cases have beenfiles under the Act as the Company is keeping the working environment healthy. The Companyis committed to creating and maintaining an atmosphere in which employees can worktogether without fear of sexual harassment exploitation or intimidation. Every employeeis made aware that the Company is strongly opposed to sexual harassment and that suchbehaviour is prohibited both by law and by the J. Taparia Projects Ltd.
20. Fixed Deposit
We have not accepted any deposits within the meaning of Section 73 and 76 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Therefore nosuch amount of principal or interest was outstanding as of the Balance Sheet date.
21. Particulars of Loans Guarantees or Investments
The Company has not given any loans or guarantees covered under the provision ofSection 186 of the Companies Act 2013. The details of investment made by the Company aregiven in the notes of the financial statements.
22. Internal Control Systems and Their Adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has appointed Internal Auditors who periodicallyaudit the adequacy and effectiveness of the internal controls laid down by the managementand suggest improvements. The Audit Committee of the Board of Directors periodicallyreviews the audit plans internal audit reports and adequacy of internal controls.
23. 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 impact the going concern status and Company's operations in future.
24. Nomination & Remuneration Policy
For the purpose of selection of any Director the Nomination & RemunerationCommittee identifies persons of integrity who possess relevant expertise experience andleadership qualities required for the position. The Committee also ensures that theincumbent fulfills such other criteria with regard to age and other qualifications as laiddown under the Act Listing Regulations 2015 or other applicable laws. The Board has onthe recommendation of the Nomination & Remuneration Committee framed a policy forselection appointment and remuneration of Directors & Senior Management. The summaryof Remuneration Policy of the Company is disclosed in the Corporate Governance Reportwhich forms a part of this Report.
25. Fraud Reporting
There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.
26. Secretarial Standards of ICSI
The Company is in compliance with the relevant provisions of Secretarial Standards onMeetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by theInstitute of Company Secretaries of India and approved by the Central Government and otherapplicable Secretarial Standards from time to time.
27. 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 nomaterially 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 policy is available on the website of the company.
28. Subsidiary Companies
In accordance with Section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company which forms part of this Annual Report.
29. Corporate Social Responsibility Committee
The provision of Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to our Company and hence thesaid committee not constituted.
30. Committees of Board
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee. A detailed note on thecomposition of the Board and its Committees is provided in the Corporate Governance Reportsection of this Annual report.
31. Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been posted on the Company's website.
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 and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders. The Code gives guidance through examples on the expected behavior froman employee in a given situation and the reporting structure. All the Board Members andthe Senior Management personnel have confirmed compliance with the Code. All ManagementStaff were given appropriate training in this regard.
32. Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany.
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 vigilmechanism ensures that strict confidentiality is maintained whilst dealing with concernsand also that no discrimination will be meted out to any person for a genuinely raisedconcern. The Chairman of Audit and Chairman of the Board looks into the complaints raised.
33. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto 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 Board Directors and the designated employees haveconfirmed compliance with the Code. The policy is available on the website of the Company.
34. Corporate Governance and Management Discussion & Analysis Report
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchange the Report onCorporate Governance together with Auditors view and management discussion & analysisreport regarding compliance of the SEBI code of Corporate Governance is annexed herewith.
35. Internal Financial Control and its Adequacy
The board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
36. Risk Management
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. The Board members wereinformed about risk assessment and after which the Board formally adopted and implementedthe necessary steps for monitoring the risk management plan for the company.
37. Managerial Remuneration/Particulars of Employees
During the period under review no employee of the Company drew remuneration in excessof the limits specified under the provisions of Section 197(12) of the Companies Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the AnnualReport.
38. Archival Policy
The policy deals with the retention and archival of corporate records of J.TapariaProjects Limited. The policy is available on the website of the company.
39. Business Responsibility Report
Pursuant to Regulations 34(2)(f) of SEBI (LODR) Regulations2015 BusinessResponsibility Report is not applicable to your Company.
40. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as
Your Directors wish to thanks all those who contributed by some means or other for theperformance of the company for their continued support and valuable co-operation andexpect the same in the future.
| ||For and on behalf of the board |
|Place: Kolkata ||Mahavir Jain ||Sanjit Dhawa |
|Date: 23rd Day of May 2019 ||Whole Time Director cum CFO ||Managing Director & CEO |
| ||(DIN: 02048027) ||(DIN: 05162937) |