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Jayant Mercantile Co. Ltd.

BSE: 512129 Sector: Financials
NSE: N.A. ISIN Code: INE789G01025
BSE 00:00 | 03 Mar Jayant Mercantile Co. Ltd
NSE 05:30 | 01 Jan Jayant Mercantile Co. Ltd
OPEN 1.47
PREVIOUS CLOSE 1.47
VOLUME 35075
52-Week high 1.47
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.47
Sell Qty 660430.00
OPEN 1.47
CLOSE 1.47
VOLUME 35075
52-Week high 1.47
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.47
Sell Qty 660430.00

Jayant Mercantile Co. Ltd. (JAYANTMERCAN) - Director Report

Company director report

Dear Shareholders

Your directors have pleasure in presenting the Annual Report together with auditedstatements of Accounts for the year ended on 31st March 2015.

Financial Results

PARTICULARS Year 2014-15 Year 2013-14
(Amt. in Rs.) (Amt. in Rs.)
(47161) 231585
Profit/(Loss) before Tax
Less:- Provision For Taxation - 69684
Profit/(Loss) After Tax (47161) 161901

OPERATIONS

The revenue of the company during the year was Rs.11.07 lacs as compared to Rs.9.13lacs in the previous year. Due to overhead cost the Company has incurred a loss of Rs.47161/- in the year under report as against Profit of Rs.161901/- in the previous year.Our company is putting all efforts in reducing the cost in the current financial year.

CORPORATE GOVERNANCE

As per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 Clause 49of the Listing Agreement is not mandatory for companies whose paid up share capital iseither less than Rs.10 Crores or its Networth less than Rs.25 Crores as on the last dateof the previous financial year.

The paid-up Capital of the Company as on March 31 2015 is Rs.5.911 Crores being lessthan Rupees

Ten Crores the Clause 49 of the Listing Agreement is not applicable to the Company.

DIVIDEND

No Dividend is declared or recommended by the Board of Directors of the Company duringthe year in view of the losses.

DIRECTORS

During the year Mr.Dipakkumar Ashar Mr.Mahesh Thakor and Mr.Pinalkumar Patel joinedthe Board as directors of the Company. Mr.Sanjay Salavi Mr.Pavan Vishwakarma andMr.Vinodkumar Menat resigned from the Board. The Board appreciates the services renderedby them during their tenure in the Company. The Director who is liable to retire byrotation being eligible offers himself for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 the Directors state that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2015 and of the lossof the Company for the year ended March 31 2015;

(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

AUDITORS

Vishves A Shah & Co. Chartered Accountants statutory Auditors of the Companyretire at the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. The Company has received confirmation that their appointment if madewould be within the prescribed limit specified under relevant sections of the CompaniesAct and that they are not disqualified for such appointment. Your Directors recommend hisre-appointment as the Statutory Auditors of the Company for the current financial year andfixation of their remuneration.

AUDITORS’ REPORT

The comments in the Auditor’s Report with Notes of Accounts and Schedules are selfexplanatory.

DIPIKA SONI & ASSOCIATES was appointed as Secretarial Auditor to conduct theSecretarial Audit of the Company for the Financial Year 2014-2015 pursuant to section 204of the Companies Act 2013 and rules made thereunder. The Auditor has made certainobservation of non-compliance of the Companies Act 2013. The Board has taken note of thesame and will ensure to comply with it as soon as possible.

PUBLIC DEPOSITS

During the year the Company has not accepted any deposit.

PARTICULARS OF THE EMPLOYEES

The Company does not have any employee/Director who is in receipt of remunerationaggregating to the sum prescribed in Section 197 of the Companies Act 2013 ("theAct") read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &EXPENDITURE

The Company has no activities relating to conservation of energy and technologyabsorption. There are no foreign exchange transactions during the year.

VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases.

RELATED PARTY TRANSACTIONS

No transactions were carried out between any of the related parties in the year underreview.

RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for creating a Risk Registeridentifying internal and external risks and implementing risk mitigation steps.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith.

LISTING

The Equity Shares of the Company is listed at the Bombay Stock Exchange Limited (BSE)and the trading in Equity shares was suspended by BSE w.e.f. March 04 2015 vide itsNotice No. 20150227-27 dated February 27 2015.

ACKNOWLEDGEMENTS

Your Directors take opportunities to show gratitude towards co-operation received fromShareholders and other Agencies.

By Order of the Board

JAYANT MERCANTILE CO. LIMITED

DIRECTOR

Place : Mumbai

Date : September 01 2015

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Jayant Mercantile Co. Limited A-22 Divya Drishti / Shrushti CHS Ltd 260 Bunder PakhadiRoad Gaurav Garden Complex Kandivali West Mumbai 400067

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by JAYANT MERCANTILE CO. LIMITED(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 Company’s 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 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting 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 subject to the following –

- The Company has not complied with certain provisions of Section 203 of theCompanies Act 2013.

- Internal Auditor as required u/s 138 of the Companies Act 2013 is not complied bythe Company.

- The Company has not filed requisite form to increase Authorised Capital. HenceROC Annual Filing is pending since Year 2012-13. The company has assured that during thecurrent financial year it would file all pending annual returns and E-forms as required.

- During the Year under review the Company has failed to file various forms asrequired to be filed under Companies Act 2013 /1956. The management has assured to filethe forms if any as soon as possible.

(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;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (not applicable to the company during the auditperiod) ;

(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 (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (not applicable to the company during the audit period);

(h) 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.

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. ListingFee not paid for the FY 2014-15

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 not duly constituted with properbalance of Executive Directors Non-Executive Directors and Independent Directors.

Adequate notice is generally given to all the directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent at least seven days in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured 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 were no 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 DIPIKA SONI & ASSOCIATES

PROPRIETOR DIPIKA SONI COP NO. 10947

PLACE: GANDHI NAGAR

Dated : 25th August 2015

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