Your Directors have the pleasure of presenting their 29th ANNUAL REPORT onthe business and operations of the Company together with the Audited Statement of Accountfor the Financial Year ended on 31st March 2015.
1. FINANCIAL RESULTS:
| || ||(AMOUNT IN LACS) |
|Particulars ||Year ending on 31st March 2015 ||Year ending on 31st March2014 |
|Total Income ||15.05 ||15.05 |
|Total Expenditure ||15.07 ||15.07 |
|Gross Profit/(loss) ||(0.02) ||(0.02) |
|Less: || || |
|Depreciation ||- ||- |
|Provision for taxation ||- ||- |
|Extra Ordinary Items ||- ||- |
|Tax Expense || || |
|Adjustment for earlier years ||- ||- |
|Profit/(loss) After Tax ||(0.02) ||(0.02) |
2. OPERATIONAL REVIEW:
Because of persistent recession prevailing in the Economy in general and in financialmarkets in particular. Your company could not make any turn around and thereforewitnessed the undesirable operations during the year under review.
Since the Company has incurred loss in the Financial Year ended on 31.03.2015. Hence nodividend is declared by the Company.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of section 73 of the Companies Act 2013 ("the act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withchapter V of the act is not applicable.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE 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 to which this financial statements relateon the date of this report.
6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
7. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"A" and is attached to this Report.
a) Statutory Auditors
M/s Praful N. Shah& CO. Chartered Accountants was appointed as Statutory Auditorsfor a period of 4 year(s) in the Annual General Meeting held on 30th September2014. Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.
The Company has received a certificate from the above Auditors in accordance with theprovisions of Section 141 of the Companies Act 2013.
The notes and remarks of Auditors are self-explanatory and therefore do notrequire any further clarification.
b) Cost Auditors
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.
c) Secretarial Auditors
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. Ramesh Chandra Bagdi& Associates Company Secretaries had been appointed to issue Secretarial Audit Reportfor the period ended 31st March 2015. Secretarial Audit Report issued by RameshChandra Bagdi & Associates Company Secretaries in Form MR-3 attached and marked asAnnexure B for the period under review forms part of this report. The said reportcontains following observations or qualifications.
1. U/s 203 of the Co.Act 2013 no MD &CFO and company secretary has beenappointed by the company during the audit period. However the management assured me thatin F.Y. 15-16 all will be appointed.
2. U/s 138 read with Rule 13 of Co. (Accounts) Rules 2014 no internal auditor hasbeen appointed by the company however in the opinion of management of the company and asper size of the company; there is no need to appoint any internal auditor still themanagement has assured me to appoint the same in F.Y. 2015-16.
3. Certain Forms and annual documents have not been filed by the company till31.03.2015 which were required to be filed with ROC AHMEDABAD during the audit period.
4. E-voting facility not provided by the company for AGM held on 30thSeptember 2014 due to relaxation granted by MCA vide its circular but as per SEBIguidelines it was mandatory.
5. The company has not complied with certain clauses of Listing Agreement. The web siteof the company is not up to date.
Point vise Explanations on Observations
1. The Board of Directors of your Company would like to explain on the said observationthat your Company took all reasonable steps to do such appointments but as your Companyis not doing well in its present line of business activity and incurred losses it failedto attract right candidates for such post therefore Company is not in position to appointany Key Managerial Person including MD CFO and Company Secretary however the Board ofDirectors continues to make its efforts to search the right candidates and will appointthe Key Managerial personnel as soon as possible on the Board.
2. The second point is self-explanatory and does not require further explanations.
3. Due to inadvertence company failed to file forms required to be filed withRegistrar of Companies Gujarat. However the board of your company has initiated therequired process to file such forms and returns and will comply with the same in shortspan of time.
4. Pursuant to the MCA circular dated 17th June 2014 in relation to thee-voting facility to be provided to the shareholders Ministry of Company Affairsclarified that e-voting is not mandatory for the Companies till 31st December2014 and based on the circular board has not given e-voting facility for the AnnualGeneral Meeting held on 30th September 2014.
5. Your Board is regular to comply with listing agreements of Stock Exchanges howeverdue to inadvertence and lack of knowledge the Board has failed to comply with the Clausesof Listing Agreement. Your board has now taken initiatives to regularize the compliance ofthe Clauses of the Listing Agreement and assures to comply with the Clauses of ListingAgreement.
9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the period under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Companys operations in future.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT:
The company has not given any loans or guarantees or investments covered under theprovisions of section 186 of the Companies Act 2013 during the year.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no related party transactions entered into during the financial year.Further there are no materially significant related party transactions made by theCompany with
Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.
13. PARTICULARS REGARDING EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
14. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:
A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:
The details as required under Section 134 (3) (m) of the Companies Act 2013 inrespect of Conservation of Energy Technology Absorption are not provided as the Companyhas not taken any steps for it.
B. FOREIGN EXCHANGE EARING & OUTGO :
Foreign Exchange Earning: NIL Foreign Exchange Outgo : NIL
i. Board of Directors & Key Managerial Personnel
In accordance with the provisions of section 152 of the Act and in terms of Articles ofAssociation of the Company Mr. Mihir Parikh (DIN: 02953167) retires at this AnnualGeneral Meeting and being eligible offer themselves for re- appointment. The Boardrecommends his reappointment.
Miss Minakshi R. Khatri (DIN: - 07135054) were appointed as an Additional Director ofthe Company w.e.f. 31st March 2015 respectively to hold office upto the dateof ensuing Annual General Meeting. The Company has received notice from her along withrequisite deposits proposing their respective candidature for appointment as a Director atthe ensuing Annual General Meeting.
During the year Mr. Saurin J. Kavi (Din:- 02788519) resigned from the Board of Directorof the Company w.e.f. 01st October 2014. The Board has noted theircontribution as Director of the Company during his tenure on the Board of the Company.
ii. Number of Board Meetings conducted during the year under review
The Board of Directors duly met Seven (7) times on 20/05/2014 14/08/2014 01/10/201415/11/2014 19/01/2015 15/02/2015 and 31/03/2015 in respect of said meetings propernotices were given and proceedings were properly recorded and signed in the Minute Bookmaintained for the purpose.
16. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
17. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the Board hereby submits itsresponsibility Statement: i. In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;
iii. The directors had 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 had prepared the annual accounts on a going concern basis;
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 the provisions ofall applicable laws and that such system were adequate and operating effectively.
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of Directors was re-constituted w.e.f. 01st October2014 pursuant to the provisions of Section 177 of the Companies Act 2013. The compositionof the Audit Committee is in conformity with the provisions of the said section. The AuditCommittee of the Company was reconstituted with effect from 31/03/2015 as on the date ofthis Report the Audit Committee comprises:-
A. Mr. Ravi Gandhi B. Miss Minakshi R. Khatri C. Mr. Mihirbhai Parikh
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges. During theperiod under review the Board of Directors of the Company had accepted all therecommendations of the Committee.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Companys Code of Conduct or Ethics Policy.
20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Companys existence are very minimal.
21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
22. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES
The Companys Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in Corporate Governance Report forming part of the Annual Report.
23. CORPORATE GOVERNANCE:
The Company has complied with the Corporate Governance requirements under the Act andas stipulated under clause 49 of the Listing Agreement. A separate section on detailedreport on the Corporate Governance practices followed by the Company under the ListingAgreement along with a certificate from M/s Praful N. Shah & CO. CharteredAccountants Auditor of the Company confirming the compliance is part of the AnnualReport.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on behalf of the Board |
| ||Mihirbhai S. Parikh |
| ||Director (DIN:- 02953167) |
|Place: Ahmedabad ||Ravi P. Gandhi |
|Date: 14/08/2015 ||Director (Din:- 03470085) |
SECRETARIAL AUDIT REPORT Form No. MR-3
For the financial year ended on 31st March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
JAY ENERGY AND S. ENERGIES LTD. C-327 SIDDHI VINAYAK TOWER S.G.HIGHWAY MAKARBAAHMEDABAD(GUJ.)-380051
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by JAY ENERGY AND S. ENERGIESLTD.(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31 March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31 March 2015 accordingto the provisions of:
(i) The Companies Act 2013 (the Act) and the Rules made there under and Companies Act1956 and Rules made there under to the extent applicable except following
- U/s 203 of the Co.Act 2013 no MD &CFO and company secretary has beenappointed by the company during the audit period. However the management assured me thatin F.Y. 15-16 all will be appointed.
- U/s 138 read with Rule 13 of Co. (Accounts) Rules 2014 no internal auditor hasbeen appointed by the company however in the opinion of management of the company and asper size of the company there is no need to appoint any internal auditor still themanagement has assured me to appoint the same in F.Y. 2015-16.
- Certain Forms and annual documents have not been filed by the company till31.03.2015 which were required to be filed with ROC AHMEDABAD during the audit period.
- Evoting facility not provided by the company for AGM held on 30thSeptember 2014 due to relaxation granted by MCA vide its circular but as per SEBIguidelines it was mandatory.
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rulesmade there under;
(iii) The Depositories Act 1996 and the Regulations and Bye-Laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder.(not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers)Regulations 2011;
-For change in Promoter holding ( of as on 31.03.2015) in comparison to holding held on31.03.2014 the company made all disclosures under SEBI(SAST) Regulations but they are notappearing in BSE site.
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
-For change in Promoter holding ( of as on 31.03.2015) in comparison to holding held on31.03.2014 the company made all disclosures under SEBI(PIT) Regulations but they are notappearing in BSE site.
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;(not applicable to the company during the audit period);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;(not applicable to the company duringthe audit period) ;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;(not applicable to the company during the audit period);
(f) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployeeStock Purchase Scheme) Guidelines 1999;(not applicable to the company duringthe audit period) ;
(g) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (not applicable to the company during the audit period);
(h) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
DURING THE AUDIT PERIOD THE RTA HAS BEEN CHANGED BY THE COMPANY.
(i) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;(not applicable to the company during the audit period);
(j) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (not applicable to the company during the audit period);
(vi) We have relied on the representations made by the Company and its officers forsystems and mechanism formed by the Company for compliances under other applicable ActsLaws and Regulations to the Company. The company is engaged in trading activities hence nospecific Acts applicable to the company.
I have also examined compliance with the applicable Clauses of the following:
(i) The compliance of Secretarial Standards does not arise as the same has not beennotified under Section 118 of the Companies Act 2013 for being applicable during theperiod covered under the Audit.
(ii)The Listing Agreements entered into by the Company with Stock Exchanges except ;
The company has not complied with certain clauses of Listing Agreement. The web site ofthe company is not up to date.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above and subject to my commentwherever it was required.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all the directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.
Board take decision by majority of directors while the dissenting directors viewsare captured and recorded as part of the minutes.
I further report that:
There are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable Laws RulesRegulations and guidelines.
I further report that:
During the audit period there wereno instances of:
(i) Public/Rights/Preferential issue of Shares/debentures/sweat equity.
(ii) Redemption/buy-back of securities.
(iii) Merger/ amalgamation/ reconstruction etc.
(iv) Foreign technical collaborations.
For Ramesh Chandra Bagdi & Associates
CS Ramesh Chandra Bagdi
C P No 2871
Place : Indore
Dated : 14th August 2015
Note: This report is to be read with our letter of even date which is annexed asAnnexure herewith and forms and integral part of this report.
Annexure to Secretarial Audit Report
JAY ENERGY AND S. ENERGIES LTD. C-327 SIDDHI VINAYAK TOWER S.G.HIGHWAY MAKARBAAHMEDABAD(GUJ.)-380051
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Wherever required we have obtained the Management representations about thecompliance of Laws Rules and Regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable Laws RulesRegulations Standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
For Ramesh Chandra Bagdi & Associates Company secretaries
CS Ramesh Chandra Bagdi
C P No 2871
Place : Indore
Dated : 14th August 2015