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J Taparia Projects Ltd.

BSE: 538539 Sector: Financials
NSE: N.A. ISIN Code: INE075K01013
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Buy Price 0.22
Buy Qty 107.00
Sell Price 0.24
Sell Qty 10.00
OPEN 0.22
CLOSE 0.22
VOLUME 15
52-Week high 0.42
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.22
Buy Qty 107.00
Sell Price 0.24
Sell Qty 10.00

J Taparia Projects Ltd. (JTAPARIAPROJ) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Annual Report of theCompany together with Audited Financial Statements for the year ended on 31st March2018. Consolidated performance of the Company and its subsidiaries has been referredto wherever required.

1. Financial Results

(Figures in Rs.)

Standalone

Consolidated

Particulars

Current Year

Previous Year

Current Year

Previous Year

Sales & Other Income

179211

196900

220551

283400

Profit Before Depreciation Taxation &

(1037803)

(935975)

(1122873)

(1879123)

Exceptional Item
Less : Depreciation

0

3134

0

3134

Less : Exceptional Items

0

-

-

-

Less : Deferred Tax

(484)

4

(484)

4

Profit / ( Loss ) After Taxation

(1038287)

(939113)

(1123357)

(1882261)

Add: Balance Brought Forward from Previous

(1942680)

(1003567)

(3329369)

(1447108)

Year
Surplus Available for Appropriation

(2980967)

(1942680)

(4452726)

(3329369)

Appropriations

-

Tax for Earlier Year

-

-

-

-

Add: Release due to cessation of Subsidiaries

-

-

-

-

Balance Carried To Balance Sheet

(2980967)

(1942680)

(4452726)

(3329369)

2. Future Performance

During the year under review the Company has incurred Loss of Rs.1038287/- as compared to loss of Rs. 939113/- in previous year. Your Directors areidentifying prospective areas and will make appropriate investments that will maximize therevenue of the company in the current Financial Year.

3. Dividend

Your Directors regret their inability to recommend any Dividend toequity shareholders for the year 2017-2018.

4. Consolidated Financial Statements Performance

In accordance with the requirements of Accounting Standards AS 21 (readwith AS 23 and AS 27) issued by the Institute of Chartered Accountants of India theConsolidated Financial Statements of the Company and its subsidiaries are annexed to thisAnnual Report. A statement containing the salient features of the Company's subsidiariesin the prescribed form is attached.

The Consolidated Financial Statements have been prepared on the basisof audited financial statements of the Company its subsidiaries as approved by theirrespective Board of Directors. The Consolidated Financial Statements of the Company forthe financial year 2017-18 are prepared in compliance with applicable provisions of theCompanies Act 2013 Accounting Standards and presented in compliance with Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

5. Transfer of unclaimed dividend to Investor Education and Protection

Since there was no unpaid/unclaimed Dividend declared and paid inprevious year the provisions of Section 125 of the Companies Act 2013 is not applicableto the Company.

6. Auditors

Statutory Auditor:

In accordance with the provisions of Section 139 of the Companies Act2013 and the Rules framed thereunder ('the Act') M/s. Maroti & Associates CharteredAccountants (Firm Registration No. 322770E) was appointed as the Auditors of the Companyat the Annual General Meeting (AGM) held on September 12 2017 to hold office till theconclusion of the AGM to be held in 2019 in respect of financial year 2018-19. M/s. Maroti& Associates has since tendered its resignation as the Auditors of the Companyresulting in casual vacancy in the office of the Auditors. The Board has recommended tothe Members the appointment of M/s. R. K. Kankaria & Co. Chartered Accountants (FirmRegistration No. 321093E) as the Auditors of the Company: (a) to fill the casual vacancycaused by the resignation of M/s. Maroti & Associates and to hold the office up to theconclusion of this AGM; and (b) for a period 5 years from the conclusion of this AGM tillthe conclusion of the AGM of the Company to be held in the year 2023. M/s. R. K. Kankaria& Co. Chartered Accountants (Firm Registration No. 321093E) has confirmed itseligibility to act as the Statutory Auditors of the Company.

Secretarial Auditor:

As required under section 204 (1) of the Companies Act 2013 theCompany has obtained a secretarial audit report. Pursuant to the provisions of section 204of the Companies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the company has appointed M/s. P D Rao & Associates PracticingCompany Secretaries (C.P. No. 14385 & Membership Number A38387) to undertake theSecretarial Audit of the Company. The Secretarial Audit report for the financial yearended 31st March 2018 is annexed herewith as "Annexure-A" to this report. The

Secretarial Audit Report does not contain any qualificationreservation 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 no incident of fraud requiring reporting by the auditors under Section143(12) of the Companies Act 2013.

The Secretarial Audit report for the financial year ended 31st March2018 is annexed herewith as

"Annexure A" to this report. The Secretarial Audit Reportdoes not contain any qualification reservation and adverse remark.

8. Directors and Key Managerial Personnel

Director Mr. Surajit Ghosh (DIN: 07516274) retire by rotation andbeing eligible offer himself for re appointment. Members approval is sought by way ofOrdinary Resolution for continuation of employment of Mr. Sanjit Dhawa (DIN: 05162937) 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 2013 of theCompanies Act 2013 the following were the Whole time Key Managerial Personnel (KMPs) ofyour company as on March 31 2018:

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 beappointed/ re-appointed are furnished in the Notice of the ensuing AGM.

9. Number of meetings of Board of Directors

Twelve meetings of the Board of Directors of the Company were heldduring the year. For further details please refer to Corporate Governance section of thisAnnual Report.

10. Statutory Information

Particulars required to be furnished by the Section 134 of theCompanies Act 2013 read 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 Committeesand individual Directors

The Board of Directors of the Company has put in place evaluation ofits own performance its committees and individual directors. The result of the evaluationis satisfactory and adequate and meets the requirement of the Company

12. Director's Responsibility Statement

The Financial Statement are prepared in accordance with the GenerallyAccepted Accounting Principles (GAAP) under the historical cost convention on accrualbasis except for certain financial instruments which are measured at fair value.

GAAP comprises mandatory accounting standards as prescribed undersection 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 bythe Securities and Exchange Board of India (SEBI). There are no material departures fromthe prescribed accounting standards in the adoption of these standards. In terms ofSection 134 (5) of the Companies Act 2013 the directors would like to state that:

i) In the preparation of the annual accounts for the financial yearended March 31 2018 the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give 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 themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) The Directors have prepared the annual accounts ongoing concernbasis. 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 theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

13. Share Capital

The paid up equity capital as on March 31 2018 was Rs. 16.20 Crore.The company has not issued shares with differential voting rights nor granted stockoptions nor sweat equity.

14. Material Changes and Commitment if any affecting the financialposition of the Company occurred between the ends of the financial year to which thisfinancial statements relate and the date of the report

No material changes and commitments affecting the financial position ofthe Company occurred 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 1stApril 2017 to 31st March 2018.

16. Preservation of documents

All the documents as required under the Act has been properly kept atthe registered office of the Company.

17. Listing with Stock Exchange

The Company confirms that it has not defaulted in paying the AnnualListing Fees for the financial year 2017-18 to the Bombay Stock Exchange Limited (BSE)where the shares of the Company are listed. Further The Company has applied to TheCalcutta Stock Exchange Ltd. (CSE) for voluntary delisting of equity shares and the samehas been delisted from The Calcutta Stock Exchange Ltd. (CSE) 08.02.2018 vide their noticedated 07.02.2018.

18. Finance

Cash and cash equivalents as at March 31 2018 was Rs.377948/-. Thecompany continues to focus on judicious management of its working capital Receivables andother working capital parameters were kept under strict check through continuousmonitoring.

19. Disclosure under sexual harassment of women at workplace

Your Company is committed to provide and promote safe healthy andcongenial atmosphere irrespective of gender caste creed or social class of theemployees. No cases have been files under the Act as the Company is keeping the workingenvironment healthy. The Company is committed to creating and maintaining an atmosphere inwhich employees can work together without fear of sexual harassment exploitation orintimidation. Every employee is made aware that the Company is strongly opposed to sexualharassment and that such behaviour is prohibited both by law and by the J. TapariaProjects Ltd.

20. Fixed Deposit

We have not accepted any deposits within the meaning of Section 73 and76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.Therefore no such amount of principal or interest was outstanding as of the Balance Sheetdate.

21. Particulars of Loans Guarantees Or Investments

The Company has not given any loans or guarantees covered under theprovision of Section 186 of the Companies Act2013. The details of investment made by theCompany is given in the notes of the financial statements.

22. Internal Control Systems And Their Adequacy

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Company has appointed Internal Auditors whoperiodically audit the adequacy and effectiveness of the internal controls laid down bythe management and suggest improvements. The Audit Committee of the Board of Directorsperiodically reviews the audit plans internal audit reports and adequacy of internalcontrols.

23. Significant and Material orders passed by The Regulators or Courtsor Tribunals

There are no significant and material orders passed by the regulatorsor courts or tribunals which impact the going concern status and Company's operations infuture.

24. Nomination & Remuneration Policy

For the purpose of selection of any Director the Nomination &Remuneration Committee identifies persons of integrity who possess relevant expertiseexperience and leadership qualities required for the position. The Committee also ensuresthat the incumbent fulfills such other criteria with regard to age and otherqualifications as laid down under the Act Listing Regulations 2015 or other applicablelaws. The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection appointment and remuneration of Directors & SeniorManagement. The summary of Remuneration Policy of the Company is disclosed in theCorporate Governance Report which forms a part of this Report.

25. Fraud Reporting

There was no fraud reported by the Auditors of the Company underSection 143(12) of the Companies Act 2013 to the Audit Committee or the Board ofDirectors during the year under review.

26. Secretarial Standards of ICSI

The Company is in compliance with the relevant provisions ofSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) issued by the Institute of Company Secretaries of India and approved by the CentralGovernment.

27. Related Party Transactions

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. The policy is available on the website ofthe company(http://www.jtapariaprojects.com/download/codeofconduct/policy-of-related-party-transaction.pdf).

28. Subsidiary Companies

In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company which forms part of this AnnualReport.

29. Corporate Social Responsibility Committee

The provision of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 are not applicable to ourCompany and hence the said committee not constituted.

30. Committees of Board

Currently the Board has three committees: the Audit Committee theNomination and Remuneration Committee and the Stakeholders Relationship Committee. Adetailed note on the composition of the Board and its Committees is provided in theCorporate Governance Report section of this Annual report.

31. Code of Conduct

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the company. The Code has been posted on the Company's website. TheCode lays down the standard procedure of business conduct which is expected to be followedby the Directors and the designated employees in their business and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders. The Code gives guidance through examples on the expected behavior from anemployee in a given situation and the reporting structure. All the Board Members and theSenior Management personnel have confirmed compliance with the Code. All Management Staffwere given appropriate training in this regard.

32. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism to deal with instance of fraud andmismanagement if any.

In staying true to our values of Strength Performance and Passion andin line with our vision of being one of the most respected companies in India the Companyis committed to the high standards of Corporate Governance and stakeholder responsibility.The vigil mechanism ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern. The Chairman of Audit and Chairman of the Board looks into the complaintsraised.

33. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of

Company shares by the Directors and the designated employees while inpossession 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(http://www.jtapariaprojects.com/download/codeofconduct/code-of-insider-trading.pdf)

34. Corporate Governance and Management Discussion & AnalysisReport

Pursuant to Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with the Stock Exchange theReport on Corporate Governance together with Auditors view and management discussion &analysis report regarding compliance of the SEBI code of Corporate Governance is annexedherewith.

35. Internal Financial Control and its Adequacy

The board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

36. Risk Management

Although the company has long been following the principle of riskminimization as is the norm in every industry it has now become a compulsion. The Boardmembers were informed about risk assessment and after which the Board formally adopted andimplemented the 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 drewremuneration in excess of the limits specified under the provisions of Section 197(12) ofthe Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and hence no disclosure is required tobe made in the Annual Report.

38. Archival Policy

The policy deals with the retention and archival of corporate recordsof J.Taparia Projects Limited. The policy is available on the website of the company(http://www.jtapariaprojects.com/download/codeofconduct/archival-policy.pdf).

39. Business Responsibility Report

Pursuant to Regulations 34(2)(f) of SEBI (LODR) Regulations2015Business Responsibility Report is not applicable to your Company.

40. Extract of Annual Return

The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as

"Annexure B".

41. Implementation of Indian Accounting Standards (IND AS)

The Ministry of Corporate Affairs (MCA) Government of India hasnotified the Companies (Indian Accounting Standards) Rules 2015 on 16 February 2015.Further a Press Release was issued by the MCA on January 18 2016 outlining the roadmapfor implementation of Indian Accounting Standards (IND AS) converged. Though the Companyis required to adopt IND AS from the year 2017-18 onwards

Reconciliation of total income for the year ended March 2017

Particulars

Profit and Loss as on 31.03.2017

Other Comprehensive Income

Total Comprehensive Income as on 31.03.2017

Total Comprehensive Income as per previous GAAP

(939113)

-

(939113)

Adjustments : Fair Valuation of Investments

-

(9021040)

(9021040)

Total Comprehensive Income as per Ind AS

(939113)

(9021040)

(9960153)

42. Acknowledgements

Your Directors wish to thanks all those who contributed by some meansor other for the performance of the company for their continued support and valuableco-operation and expect the same in the future.

For and on behalf of the board

Mahavir Jain

Sanjit Dhawa

Whole Time Director cum CFO

Managing Director & CEO

(DIN: 02048027)

(DIN: 05162937)

Place: Kolkata

Date: 29th Day of May 2018