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Jai Mata Glass Ltd.

BSE: 523467 Sector: Industrials
NSE: N.A. ISIN Code: INE250C01027
BSE 00:00 | 20 Jan Jai Mata Glass Ltd
NSE 05:30 | 01 Jan Jai Mata Glass Ltd
OPEN 0.19
PREVIOUS CLOSE 0.19
VOLUME 10356
52-Week high 0.19
52-Week low 0.00
P/E 3.80
Mkt Cap.(Rs cr) 2
Buy Price 0.19
Buy Qty 392.00
Sell Price 0.19
Sell Qty 11662.00
OPEN 0.19
CLOSE 0.19
VOLUME 10356
52-Week high 0.19
52-Week low 0.00
P/E 3.80
Mkt Cap.(Rs cr) 2
Buy Price 0.19
Buy Qty 392.00
Sell Price 0.19
Sell Qty 11662.00

Jai Mata Glass Ltd. (JAIMATAGLASS) - Director Report

Company director report

TO THE MEMBERS OF JAI MATA GLASS LIMITED

The Directors take pleasure in presenting the Fourteenth (40th) AnnualReport together with the audited financial statements of your Company for the year endedMarch 31 2020.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31 2020 issummarized below:

Rs. Lacs

Particulars Current Year 2019-2020 Previous Year 2018-19
Sales & operating Income - 16.43
Other Income 47.56 49.89
Total Income 47.56 66.31
Total Expenses 45.72 43.41
Profit/loss before tax 1.84 22.91
Current Tax

-

4.41
MAT Credit entitlement

-

(4.41)
Profit for the year 1.84 22.91

2. STATE OF COMPANY'S AFFAIRS AND RESULTS OF OPERATIONS:

Your Company is a Public Listed Company domiciled in India and incorporated under theprovision of Companies Act 1956. Its shares are listed on the Bombay Stock Exchange. TheCompany is engaged in the business of trading in glass and procuring orders as a salesagent in the eastern and northern regions of India.

3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY WHICH HAVEOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

The outbreak of Covid-19 pandemic and consequent lockdown has severely impacted theoperations of the Company since last week of March 2020. In order to ensure that businessactivities of the Company continue to the extent possible continuous efforts are beingtaken. The Company expects that stabilizations of its activities is likely to take time.

The Directors are further hopeful that business environment shall improve in the nearfuture with un-lockdown steps being implemented in a phased manner.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 117500000/- (Rupees Eleven CroreSeventy-Five Lakh) divided into 117500000 (Eleven Crore Seventy-Five Lakh) equity sharesof Rs. 1/- (Rupees One) each.

The Paid-up Share Capital of the Company is Rs. 100000000/- (Rupees Ten Crore)divided into 100000000 (Ten crore) equity shares of Rs. 1/- (Rupees One) each.

Further there is no change in Authorized Share Capital and Paid-up Share Capital ofthe Company during the financial year under review.

5. DIVIDEND:

The Company is exploring and evaluating new business opportunities and trying to revamptheir financial conditions therefore no dividend is recommended.

6. DEPOSITS:

Your Company has some advances of more than 365 days prior to March 31 2014 and whichis deemed as deposit.

7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year no company had become a subsidiary or associate company of yourCompany. Further your Company had not entered into any joint venture with any othercompany or other entity.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review the Company has not entered into any contracts andarrangements with the related party as per the provisions of Section 188 of the CompaniesAct 2013.

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in Note no. 8 of the audited accounts.

10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 is presented in a separate section which forms part of the Annual Reportas “Annexure A”

11. BOARD OF DIRECTORS:

Mr. Anu Marwah (DIN: 00645865) Director of the Company retires by rotation at theensuing annual general meeting and being eligible has offered herself for reappointment.

The Independent directors of the Company have confirmed that they are qualified to holdoffice as independent directors of the Company as per the provisions of section 149(6) ofthe Companies Act 2013.

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors has carried out an annual performance evaluationof its own performance as well as that of its committees and individual directors.

The tenure of Mr. Ambarish Chatterjee as Independent Director of the Company expired on07.07.2019

Mr. Vijay Kumar Nayar was appointed an Independent Director w.e.f. 18.07.2019.

12. COMMITTEES:

The various Committees as required by the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 have been constituted amongstmembers of the Board. The composition of the various committees as on 31.03.2020 is asunder:

Name of the Committee Chairman Members
1. Audit Committee Mr. Sanjay Kumar Sareen Mr. Chander Mohan Marwah Mr. Vijay Kumar Nayar
2. Stakeholders Relationship Committee Mr. Sanjay Kumar Sareen Mr. Chander Mohan Marwah Mrs. Anu Marwah
3. Nomination and Remuneration Committee Mr. Vijay Kumar Nayar Mr. Sanjay Kumar Sareen Mr. Chander Mohan Marwah

13. KEY MANAGERIAL PERSONNEL (KMPs):

Pursuant to section 203 of the Companies Act 2013 Key Managerial Personnel (KMPs) areto be mandatorily appointed by every company belonging to such class or classes ofcompanies as may be prescribed in the section. Following are the persons holding office aswhole-time key managerial personnel of your Company as at March 31 2020:

a. Chief Finance Officer (CFO): Mr. Lalit Mohan Anand was appointed as CFO of theCompany w.e.f. 28.05.2016.

b. Company Secretary & Compliance Officer: Ms. Amrita Mittal was appointed asCompany Secretary & Compliance Officer of the Company in terms of provisions ofSection 203 of Companies Act 2013 w.e.f. 26.10.2019.

Mr. Narender Kumar Sharma resigned from the office of Company Secretary &Compliance Officer of the Company w.e.f. 13.04.2019.

c. Chief Executive Officer (CEO): The Company is in the process of appointing CEO ofthe Company.

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 the Board of Directorshas carried out an annual performance evaluation of its own performance the individualdirectors as well as evaluation of working of its Audit Committee Nomination andRemuneration Committee Stakeholders Relationship and Investment Committee.

15. MEETINGS:

A calendar of Meetings of the Board of Directors of your Company is prepared andcirculated in advance to the Directors.

During the year 6(Six) Board Meetings and four (4) Audit Committee Meetings wereconvened and held the details where of are given in the Corporate Governance Report whichforms part of this Annual Report. The intervening gap between the Board Meetings waswithin the period prescribed under the Companies Act 2013.

16. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has duly constituted the Nomination and Remuneration Committee and theStakeholders Relationship Committee comprising non-executive directors of which not lessthan one half of the members are independent directors.

17. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:

Pursuant to Schedule IV of the Companies Act 2013 the Independent Directors of theCompany held a meeting during the year for the financial year 2019-20. The said meetingwas attended by the Independent Directors of your Company.

18. SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:

In accordance with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has constituted an InternalComplaints Committee where any grievance of sexual harassment at workplace can bereported. No complaint pertaining to sexual harassment at workplace has been reported tothe Committee during the financial year ended March 31 2020.

The Company has also adopted policy on prevention of Sexual Harassment at workplace.The objective of the policy is to provide its women employees a workplace free fromharassment/discrimination and every employee is treated with dignity and respect. The saidpolicy is available on the website of the Company. i.e. www.jaimataglass.com .

19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud andmismanagement if any. The details of Vigil Mechanism/Whistle Blower Policy are explainedin the Corporate Governance Report and have also been posted on the website of theCompany.

20. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the SecuritiesExchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations2015. Mr. Khushal Joshi Practicing Company Secretary has certified that none of theDirectors on the Board of the Company for the Financial year ended 31st March2020 have been debarred or disqualified from being appointed or continuing as Directors ofCompanies by the Securities and Exchange Board of India Ministry of Corporate Affairs orany such other statutory authority.

The aforesaid Certificate is attached as “Annexure B”

21. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act 2013 it ishereby confirmed that:

(i) In the preparation of annual accounts the applicable accounting standards havebeen followed and there are no material departures from the same;

(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 as at March 31 2020 and of the profitearned by the Company during the year ended on that date.

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) The Directors have prepared the annual accounts of the Company on a ‘goingconcern' basis;

(v) The Directors have laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and are operatingeffectively; and

(vi) The Directors have devised proper systems to ensure compliance with provisions ofall applicable laws and that such system are adequate and operating effectively.

22. STATUTORY AUDIT:

The Company's Auditors M/s V Sachdeva & Associates Chartered Accountants (FirmRegistration No. 004417N) New Delhi resigned w.e.f. 27.07.2020 due to their certainprofessional pre-occupations and unprecedented circumstances created by the prevailingCovid-19 pandemic. The Board took note of same and appointed M/s Khiwani & CoChartered Accountants (Firm Registration No. 002589N) New Delhi as the Statutory Auditorof the Company subject to the approval of shareholders in the ensuing Annual GeneralMeeting in the Board meeting held on 11.09.2020.

The Board of Directors recommends the appointment of M/s Khiwani & Co CharteredAccountants (Firm Registration No. 002589N) New Delhi as auditors of the Company for thefinancial year 2020-21 the resolution in respect of same is set forth in the Notice ofthe Annual General Meeting of the Company.

M/s Khiwani & Co Chartered Accountants have confirmed their eligibility andwillingness to be appointed to the said office from the conclusion of the Annual GeneralMeeting to the conclusion of the next Annual General Meeting.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory andtherefore do not require any further comments. There is no qualification or adverseremark in the Auditors Report which requires the directors to give any explanation.

23. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Mr. Khushal Joshi (Certificate of Practice No: 19318) Company Secretary inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor the year under review is attached as “Annexure C”.

24. QUALIFICATION AND OBSERVATION IN REPORTS OF AUDITORS AND PRACTISING COMPANYSECRETARY:

Your Company has received observation in the Secretarial Audit Report of the year underreview same are elucidated herein with reply in respect to each observation:

Observation/Remarks Type of Audit Report Company's Reply
1. Non-compliance in respect to the appointment of requisite number of Independent Directors on the Board of the Directors of the Company as per Regulation 17(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Secretarial Audit Report paragraph (a) of Observation made in Report The Company had appointed 1 Independent Director during the year However due to the end of tenure of one of the Independent Director during the year the Company still requires to appoint 1 more Independent Director to complete the Composition. The Company is in process of appointing the same
2. Penalty imposed by BSE for non-compliance of Regulation 19(1) and 19(2) of SEBI (LODR) Regulations 2015 for the Directors of the committee not being Independent Directors and the Chairman of the committee not being an Independent Director. Secretarial Audit Report paragraph (b) of observation made in board report The Company has appointed the Independent Director as a Chairman of Nomination and Remuneration Committee. And duly complied with the observations made by BSE.
3. BSE initiated action against the Company on finding discrepancy in filing of the quarterly compliances of the Company. Secretarial Audit Report paragraph (c) of observation made in board report The Company will take up the matter and complete the formalities on the relaxations of the aforementioned Lock down.
4. Non-compliance in respect of appointment of Chief Executive Officer (CEO) of the Company within the stipulated period of time pursuant to section 203 of the Companies Act 2013 Secretarial Audit Report paragraph (d) of observation made in board report The Company is in process for appointment of CEO of the Company
5. Non-compliance in respect to the appointment of requisite number of Independent Directors on the Board of the Directors of the Company as per Regulation 17(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 Auditor's Certificate regarding compliance of conditions of Corporate Governance The Company had appointed 1 Independent Director during the year However due to the end of tenure of one of the Independent Director during the year the Company still requires to appoint 1 more Independent Director to complete the Composition. The Company is in process of appointing the same

25. CORPORATE GOVERNANCE:

Your Company is committed to maintain highest standard of Corporate Governance. TheDirectors adhere to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance practices and have implemented all the prescribedstipulations. The Report on Corporate Governance as stipulated under Regulation1718192021222324252627 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthis Annual Report.

26. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Due to non-applicability of the provisions relating to conservation of energy andtechnical absorption no particulars are required to be disclosed in this Report.

Foreign Exchange Earnings and Outgo: Rs. Lacs
Foreign Exchange Earned Nil
Foreign Exchange Used Nil

27. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 as per theprovisions of the Companies Act 2013 and rules thereto is annexed to this report. Extractof Annual Return is annexed as “Annexure D”.

28. BUSINESS RISK MANAGEMENT:

The Board encompasses practices relating to the identification analysis evaluationmitigation and monitoring of business risk risk tolerance limits and risk exposurerelated to specific issues. As the Risk Management is an integral part of the Company'sbusiness strategy the board reviews compliances with the risk policies and provides anoversight of risk across the organization. The Board nurtures the healthy and independentrisk management function to inculcate a strong risk management culture in the Company.

29. INTERNAL CONTROL SYSTEMS:

The Company's internal control systems is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The Company's internal control is commensuratewith the size nature and operations of the Company.

30. COMPLIANCE OF THE APPLICABLE SECRETARIAL STANDARDS:

The Company has Complied with the applicable Secretarial Standards.

31. ANNUAL REPORT AVAILABLE ON WEBSITE:

The Annual Report of your Company for the year 2019-2020 is available for viewing onyour Company's website at www.iaimataglass.com.

32. ACKNOWLEDGEMENTS:

The Directors avail this opportunity to express their appreciation for the confidencereposed in them by the shareholders and clients of the Company and look forward to theircontinued support.

For and on behalf of the Board of Directors
Place: New Delhi Chander Mohan Marwah
Date: December 04 2020 (Managing Director)
DIN: 00172818

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