TO THE MEMBERS OF JAI MATA GLASS LIMITED
The Directors take pleasure in presenting the Thirty Seventh (38th) Annual Reporttogether with the audited financial statements of your Company for the year ended March31 2018.
1. FINANCIAL RESULTS:
The financial performance of your Company for the year ended March 31 2018 issummarized below:
| || ||Rs. Lacs |
| ||Current Year 2017-18 ||Previous Year 2016-17 |
|Sales & operating Income ||24.06 ||0.00 |
|Other Income ||63.76 ||23.50 |
|Profit/loss before tax ||49.59 ||(354.48) |
|Add: Exceptional/Extraordinary items ||- ||118.084 |
|Profit for the year ||49.59 ||826.36 |
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. See notes of annual results
The Company is exploring and evaluating new business opportunities and trying to revamptheir financial conditions therefore no dividend is recommended.
Your Company has not accepted any deposits from the public during the year underreview.
5. 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.
6. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/ transaction entered into by your Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. During the year under review your Company had entered intocontracts/arrangements/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.Details of contracts entered with related party during the year are set out in form AOC-2attached as Annexure-II. The Directors draw attention of the members to Note No 36 of thefinancial statements which set out related party transaction disclosures.
7. 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. 16 of the audited accounts.
8. MATERIAL CHANGES AND COMMITMENTS:
There is no material change affecting the financial position of the Company which hasoccurred between the end of the financial year of the Company and upto the date of thisreport.
9. 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"
10. BOARD OF DIRECTORS:
Mrs. Anu Marwah (DIN: 00645864) 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.
11. 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.
During the year four (4) 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.
13. 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.
14. 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 2017-18. The said meetingwas attended by the Independent Directors of your Company.
15. 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 2018 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.
16. STATUTORY AUDIT:
The Company's Auditors KR & Co. Chartered Accountants New Delhi retire at theensuing Annual General Meeting of the Company and have expressed their unwillingness to bere-appointed.
Ms V. Sachdeva & Associates Chartered Accountants have confirmed their eligibilityunder Section 141 of the Companies Act 2013 and the Rules framed there under forre-appointment as Auditors of the Company. As required under Regulation 33 of SEBI(Listing Obligations and Disclosures requirements) Regulations 2015 the auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.. The Board of Directors recommends theappointment of M/s V. Sachdeva & Associates Chartered Accountants as StatutoryAuditors of the Company for the financial year ending March 31 2019.
17. 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 Mrs Nandita Gujarati (Certificate of Practice No: 9549) Company Secretary inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor the year under review is attached as "Annexure B".
18. QUALIFICATION IN REPORTS OF AUDITORS AND PRACTISING COMPANY SECRETARY:
Your Company has not been regular in depositing statutory and the overdue outstandingin respect of barrier tax value added tax/ central sales tax mandi tax dues for reasonof restricted cash flows.
19. 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 Regulation 1718192021222324252627 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 forms part of the Annual Report.
The requisite Certificate from the Auditor's 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.
20. 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 |
21. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in form MGT 9 is attached as "AnnexureC".
22. PARTICULARS OF EMPLOYEES:
There is no employee who was employed throughout the year or for part of the year andwhose particulars are required to be given in terms of section 134 of the Companies Act2013 read together with the Companies (Particular of Employees) Rules 1975.
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: August10 2018 ||(Managing Director) |
| ||DIN: 00172818 |