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Jai Mata Glass Ltd.

BSE: 523467 Sector: Industrials
NSE: N.A. ISIN Code: INE250C01027
BSE 15:41 | 03 Feb 3.32 0.15
(4.73%)
OPEN

3.32

HIGH

3.32

LOW

3.32

NSE 05:30 | 01 Jan Jai Mata Glass Ltd
OPEN 3.32
PREVIOUS CLOSE 3.17
VOLUME 176300
52-Week high 3.32
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 33
Buy Price 3.32
Buy Qty 2139191.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.32
CLOSE 3.17
VOLUME 176300
52-Week high 3.32
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 33
Buy Price 3.32
Buy Qty 2139191.00
Sell Price 0.00
Sell Qty 0.00

Jai Mata Glass Ltd. (JAIMATAGLASS) - Director Report

Company director report

TO THE MEMBERS OF JAI MATA GLASS LIMITED

Your Directors take pleasure in presenting the Forty-one (41st) AnnualReport on the business and operations of Jai Mata Glass Limited ("Company")together with the Standalone audited financial statements of your Company for thefinancial year ended March 31 2021.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31 2021 issummarized below:

(Rs. Lacs)

Particulars Current Year 2020-2021 Previous Year 2019-2020
Sales & operating Income 6.98

-

Other Income 98.29 47.56
Total Income 105.27 47.56
Total Expenses 45.01 45.72
Profit/loss before tax 60.26 1.84
Current Tax 10.23 -
MAT Credit entitlement (10.23) -
Profit for the year 60.26 1.84

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

1. Your Company is a Public Listed Company domiciled in India and incorporated underthe provision of Companies Act 1956. Its shares are listed on the Bombay Stock Exchange.The Company is engaged in Glass business and has been appointed as a selling agent offigured glass.

2. The Highlights of the Company's performance are as under:

• Total Revenues stands at Rs.105.27 Lacs from Rs. 47.56 Lacs in previous year.

• Net profit for the Year is Rs.60.26 Lacs (previous year-: 1.84 Lacs)

• Earnings Per Share is Rs 0.060.

Financial Year 2020-21 has been a tough year for your Company due to Covid-19 pandemic.The Covid-19 pandemic developed rapidly into the global crisis forcing governments toenforce lock-downs of all economic activity and has severely impacted the operations ofthe Company during the year 2020-2021 till the date of report. For the Company the focusimmediately shifted to ensuring the health and well-being of all employees. But yourCompany managed to implement its plans and executed them more efficiently to post betterfinancial results and the Directors are further hopeful that business environment shallimprove in the near future.

3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY:

The outbreak of Covid-19 pandemic and consequent nationwide lockdown has the effect onbusiness like significant drop in demand decline in profitability liquidity concerns andothers. In order to ensure that business activities of the Company continue to the extentpossible continuous efforts are being taken. The Company expects that stabilizations ofits activities is likely to take time. The Board of the Company is constantly exploringand evaluating new Business opportunities and trying to revamp their Business operationswith improvement in the present scenario and new strategies to better its position andperformance.

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:

The 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. 4 and 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:

Mrs. 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.

However due to increased occupancy with other business engagements Mr. Samir Katyal(DIN-00645810) has been resigned from the directorship of Company w.e.f December 23 2020.

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 31.03.2021 is asunder:

S. No. 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 Mrs. Anu 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 2021:

a. CEO/ Managing Director/Manager: Mr. Chander Mohan Marwah was been appointed asManaging Director of the Company.

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

c. 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.

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 8 (Eight) 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. 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 2020-21. The said meetingwas attended by the Independent Directors of your Company.

During the year under review no new Independent Director was inducted to the Board.

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 2021.

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 March2021 have been debarred or disqualified from being appointed or continuing as Directors ofCompany 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 2021 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 Board of Directors recommends the re-appointment of M/s Khiwani & CoChartered Accountants (Firm Registration No. 002589N) New Delhi as auditors of theCompany for the financial year 2021-22 the resolution in respect of same is set forth inthe Notice of the Annual General Meeting of the Company.

M/s Khiwani & Co Chartered Accountants have confirmed their eligibility andwillingness to be re-appointed to the said office from the conclusion of the AnnualGeneral Meeting 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 PRACTISING COMPANY SECRETARY:

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:

S. No Observation/Remarks Type of Audit Report Company's Reply
1. BSE initiated action against the Company on finding discrepancy in filing of the quarterly compliances of the Company and suspended the trading of Securities of Company at BSE Secretarial Audit Report paragraph (1) of Observation made in Report The trading in shares of the Company has been suspended by the BSE vide communication no. LIST/COMP PH VII/523467/19/INTL/2019- 2020 dated 5th July 2019 for the reason of noncompliances with the provisions of the erstwhile SEBI Listing Regulations. Thereafter the Company received the Show Cause Notice (SCN) from BSE in the matter of compulsory delisting of securities of Jai Mata Glass Limited vide letter dated December 10 2020.
In further communications with BSE vide letter dated 24 December 2020 February 23 2021 February 26 2021 March 17 2021 the Company replied to the SCN and filed application for revocation of suspension in trading in equity shares and had also requested for waiver of the penalty as business functioning of the Company had remained disturbed due to onset of the COVID-19 pandemic and the resultant lockdown. Further the Company filled all the pending discrepancies of quarterly compliances of the Company and completed all formalities pertains to revocation of suspension.
The Company received an opportunity before BSE Committee for Reviewing Representations for Waiver of Fines Levied Operating Procedure on April 08 2021 through Video Conferencing meeting.
The BSE Limited partially waived fine levied pursuant to SEBI Circular SEBI/HO/CFD/CMD/ CIR/P/2018/77 dated May 03 2018. The Company had paid the processing fee and in process of payment of reduced SOP fine to BSE.
Also your Company has paid the Annual Listing Fee for Financial Year 2021-22 of Rs 354000 (Including GST).
The Company is in hope that the suspension of trading in equity shares will revoke soon.

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:

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) ofthe Companies Act 2013 the Annual Return as on 31st March 2021 is available on theCompany's website at www.jaimataglass.com

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. PAYMENT OF ANNUAL LISTING FEE TO BSE:

The Company has paid Annual Listing Fee of Rs. 354000 (Inclusive GST) for theFinancial year 2021-22 to Bombay Stock Exchange (BSE) after the end of Financial yearunder review but before the date of report.

31. COMPLIANCE OF THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards.

32. ANNUAL REPORT AVAILABLE ON WEBSITE:

The Annual Report of your Company for the year 2020-21 is available for viewing on yourCompany's website at www.jaimataglass.com.

33. 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: 13th August 2021 (ManagingDirector)
DIN: 00172818

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