We have pleasure in presenting the 27th Annual Report with Audited Statements ofAccounts for the year ended 31st March 2014.
| ||(Rupees in Lakhs) |
|Particulars ||2013-2014 ||2012-2013 |
|Income ||48.52 ||312.34 |
|Expenditure ||49.86 ||299.63 |
|Profit /( loss) before Depreciation ||(1.34) ||12.71 |
|Depreciation ||0.04 ||0.74 |
|Profit/(loss) before Tax ||(1.38) ||11.97 |
|Provision for Taxation ||0 ||- |
|Profit / (loss) after Tax ||(1.38) ||11.97 |
The Company has recorded an income of Rs. 48.52 Lakhs and the incurred a net loss ofRs. 1.38 Lakhs in the current year against an income of Rs. 312.34 Lakhs and the profit ofRs. 11.97 Lakhs in the previous financial year ending 31.03.2013.
Your Directors have not to recommend dividend for the year.
TRANSFER TO RESERVES:
In view of the loss incurred during the year there is no transfer of surplus toReserves and Surplus.
Your Company has not accepted any deposits falling within the meaning of Sec.58A of theCompanies Act 1956 read with the Companies (Acceptance of Deposits) Rules during thefinancial year under review.
LISTING / TRADING:
The equity shares of your company are listed on Ahmedabad Stock Exchange Limited andCalcutta Stock Exchange Limited. The equity shares are permitted to trade on BSE Limited.
CAPITAL OF THE COMPANY:
The authorized capital of the company stands at Rs. 62500000 divided into 6250000shares of Rs. 10/- each and the paid up capital of the company stands at Rs. 56506000divided into 5650600 equity shares of Rs. 10/- each.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations performance and future outlook of your Company and itsbusinesses is given in the Management Discussion and Analysis which forms part of thisReport.
Mr. Omprakash Kouvri and Mr. B. Mohan Rao Directors of the company resigned w.e.f.01.09.2014. The Board places on records its deep appreciation and gratitude for thevaluable services rendered by them during their tenure as directors on the Board of thecompany. Mr. Sandeep Agrawal and Mr. Tapinder Surendrajit Tucker were appointed asAdditional Directors w.e.f. 01.09.2014 and 01.09.2014 respectively. Now the Board proposesto appoint them as Independent Directors subject to necessary compliances.
Pursuant to the notification of Sec. 149 and other applicable provisions of CompaniesAct 2013 your Directors are seeking appointment of Mr. Sandeep Agrawal and Mr. TapinderSurendrajit Tucker as Independent Directors for five consecutive years for a term upto31st March 2019. Details of the proposal for appointment of Mr. Sandeep Agrawal and Mr.Tapinder Surendrajit Tucker are mentioned in the Explanatory Statement under Section 102of Companies Act 2013 of the Notice of 27th Annual General Meeting
BRIEF PROFILE OF DIRECTORS:
|Particulars ||Mr. K.S.S. Prasad ||Mr. Sandeep Agrawal ||Mr. Tapinder Surendrajit Tucker |
|Date of Birth ||18.01.1963 ||31.12.1973 ||09.07.1971 |
|Date of Appointment ||30.09.1998 ||01.09.2014 ||01.09.2014 |
|Qualifications ||Graduate ||Graduate ||Graduate |
|No. of Shares held in the Company ||132959 ||NIL ||NIL |
|Directorships held in other companies (excluding private limited and foreign companies) ||NIL ||1 ||1 |
|Positions held in mandatory committees of other companies ||NIL ||NIL ||NIL |
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 217(2AA) of the Companies Amendment Act 2000 your directorsconfirm:
i) that the directors in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanations relating tomaterial departures.
ii) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year.
iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and deleting fraud and otherirregularities.
iv) that the directors had prepared the annual accounts on the going concern basis.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:
The required information as per Sec.217 (1) (e) of the Companies Act 1956 is providedhereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
|B. Technology Absorption: || |
|1. Research and Development (R&D) ||: NIL |
|2. Technology absorption adoption and innovation ||: NIL |
|C. Foreign Exchange Earnings and Out Go: || |
|Foreign Exchange Earnings ||: NIL |
|Foreign Exchange Outgo ||: NIL |
PARTICULARS OF EMPLOYEES:
There is no employee who is falling under section 217 (2A). Therefore the disclosuresrequired to be made under section 217 (2A) of the Companies Act 1956 and the rules madethere under are not applicable.
The Company does not have any subsidiary company.
CODE OF CONDUCT:
The Code of Conduct has been circulated to all the members of the Board and SeniorManagement and the compliance of the same has been affirmed by them. Code of Conduct hasalso been placed on the website of the company. A declaration to this effect is given inAnnexure.
M/s. VASG & Associates Chartered Accountants Hyderabad Statutory Auditors of theCompany retire at the conclusion of the ensuing Annual General Meeting and are eligiblefor reappointment. The said Auditors have furnished the Certificate of their eligibilityfor re-appointment. Pursuant to the provisions of Section 139 of the Companies Act 2013and the Rules framed there under it is proposed to appoint them as Statutory Auditors ofthe Company from the conclusion of the forthcoming AGM till the conclusion of the AGM tobe held in the year 2017 subject to ratification of their appointment at the subsequentAGMs.
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31st 2014 and has noted that the same does not have any reservationqualification or adverse remarks.
As a listed company necessary measures have been taken to comply with the listingagreements of Stock Exchanges. A report on Corporate Governance along with a certificateof compliance from the Auditors forms part of this Report as Annexure.
Your directors would like to express their appreciation for assistance and cooperationreceived from clients banks investors Government other statutory authorities and allothers associated with the company. Your directors also wish to place on record their deepsense of appreciation for the excellent contribution made by the employees at all levelswhich enabled the company to achieve sustained growth in the operational performanceduring the year under review.
DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OFCOMPLIANCE WITH THE CODE OF CONDUCT:
I K.S.S. Prasad Director of the Company do hereby declare that the directors andsenior management of the Company have exercised their authority and powers and dischargedtheir duties and functions in accordance with the requirements of the code of conduct asprescribed by the Company and have adhered to the provisions of the same.
| ||For and on behalf of the Board |
| ||Jay Mahesh Infraventures Limited |
| ||Sd/- |
| ||K.S.S.Prasad |
|Place: Hyderabad ||Director |
|Date: 01.09.2014 ||(DIN 00325326) |