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Jeet Machine Tools Ltd.

BSE: 513012 Sector: Others
NSE: N.A. ISIN Code: INE987E01012
BSE 05:30 | 01 Jan Jeet Machine Tools Ltd
NSE 05:30 | 01 Jan Jeet Machine Tools Ltd

Jeet Machine Tools Ltd. (JEETMACHTOOLS) - Director Report

Company director report

To The Members Jeet Machine Tools Limited

Your Directors have pleasure in presenting the 33rd Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2017.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company's performance during the year ended 31st March 2017 as comparedto the previous financial year is summarized below:

(Amount in INR)
Particulars For the financial year ended 31st March 2017 For the financial year ended 31st March 2016
Income 2905374 1433796
Less: Expenses 2114548 1689549
Profit/ (Loss) before tax 7 (255753) 9
Less: Provision for tax:
Current Tax 7 0
Deferred tax (231980) (103673)
Profit/ (Loss) after Tax 1015544 (152080)
Balance carried to Balance sheet 1015544 (152080)

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to dealing in WorkShop Machinery for Tool Room such as Lathe Machine Shaping Machine Hacksaw MachineDrill Machine Hydraulic Press Bench Grinder etc. for maintenance. Sheet Metal Machinerysuch as Mechanical & Hydraulic Shearing Press Brake Sheet Folding Machine &Pyramid Type Plate Bending Machine for Fabrication. However has not carried out anyactivities during the year under review due to unfavourable market conditions.

There was no change in nature of the business of the Company during the year underreview.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review your Company did not have any Subsidiary Associate andJoint Venture Company.

d. DIVIDEND:

With a view to conserve resources your Directors have thought it prudent not torecommend any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

Your Directors have not recommended transfer of any amount out of the profit for theyear to reserves.

f. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements pertaining to previous financialyears during the year under review.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Sections 73 and 74 of the Companies Act 2013 ('the Act') read with theCompanies (Acceptance of Deposits) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with ChapterV of the Act is not applicable.

h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013: Except as disclosedelsewhere in this report no material changes a nd commitments which could affect theCompany's financial position have occurred between the end of the financial year of theCompany and date of this report.

i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.

j. 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 animpact on the going concern status and the Company's operations in future.

k. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during thefinancial year were in the ordinary course of business and on an arm's length basis. Noneof the related party transactions entered into by the Company were material transactions.

Details of related party transactions entered into by the Company during the financialyear are provided in Note 24 to the Financial Statements

l. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

During the year under review the Company has not made any investment in securities oradvanced any loans or given any guarantees or provided security in connection with a loanto persons or body corporate in terms of Section 186 of the Companies Act 2013. Detailspertaining to the investments made in the previous years are disclosed in Note No. 9 ofthe Financial Statements.

m. SHARE CAPITAL:

The Company has not issued any shares during the year under review and hence there wasno change in the issued subscribed and paid-up-share capital of the Company. Further theCompany has not allotted any shares to its employees and accordingly disclosures underSection 43(a)(ii) Section 54(1)(d) and Section 62(1)(b) of the Companies Act 2013 readwith relevant rules are not required to be furnished. The Company does not have a schemeof ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act 2013 arealso not required to be furnished.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

There was no change in Directorship of the Company during the year under review.

In accordance with the provisions of the Act none of the Independent Directors areliable to retire by rotation.

As per the provisions of Section 152 of the Companies Act 2013 Mr. Kawaljit SinghChawla (DIN: 00222203) retires by rotation at the ensuing Annual General Meeting of theCompany and being eligible offers himself for re-appointment. Your Directors recommendhis appointment.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act 2013 confirming their independence vis-a-vis the Company asprovided under Section 149(6) of the Companies Act 2013.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 4 (Four) times during the financial year ended 31stMarch 2017 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.

b. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2017 theBoard of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable a ccounting standards hadbeen followed along with proper explanation relating to material departures; b. suchaccounting policies have been selected and applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2017 and of the profitof the Company for that year; c. proper and sufficient care was taken for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d. the annual accounts of the Company have been prepared on a goingconcern basis; e. internal financial controls have been laid down to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and f. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

c. AUDIT COMMITTEE:

The Audit Committee comprises of the following Directors pursuant to Section 177 of theCompanies Act 2013 as on 31st March 2017:

1. Mr. Narendra Mansingka Chairman Independent Director;

2. Ms. Mohini Hingorani Member Independent Director; and

3. Mr. Kulwant Singh Kohli Member Non Executive Director.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

d. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee pursuant to Section 178 of the Companies Act2013 on 31st March 2017 comprises of the following:

1. Mr. Narendra Mansingka Chairman Independent Director;

2. Ms. Mohini Hingorani Member Independent Director; and

3. Mr. Kulwant Singh Kohli Member Non Executive Director.

The Board has in accordance with the provisions of Section 178(3) of the Companies Act2013 formulated the policy setting out the criteria for determining qualificationspositive attributes independence of a Director and policy relating to remuneration forDirectors Key Managerial Personnel and other employees. The aforementioned detailedPolicy duly approved and adopted by the Board is appended as Annexure I to this Report.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed a 'Vigil Mechanism Policy' for Directors and employees of theCompany to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

f. RISK MANAGEMENT POLICY:

The development and implementation of the Risk Management Policy has been covered inthe Management Discussion and Analysis which forms part of this Report.

g. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria as laid down by the Nomination andRemuneration Committee.

In a separate meeting of the Independent Directors the performance of Non-IndependentDirectors the Board as a whole and of the Chairman was evaluated taking into account theviews of Executive Director and Non-Executive Directors.

Performance evaluation of both the Independent Directors was carried out by the entireBoard excluding the Independent Director being evaluated.

h. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF THE COMPANIES(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES2014:

The Company did not pay any remuneration to its Directors and Key Managerial Personnelduring the year under review therefore no details are required to be furnished asrequired in accordance to Section 197(12) of Companies Act 2013.

j. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARYCOMPANIES:

The Company does not have any Holding or Subsidiary Company and hence disclosure underthis clause is not applicable.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2017:

The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2017 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

b. FRAUD REPORTING:

During the year under review there were no instances of material or serious fraud hasbeen observed / detected by the Statutory Auditors of the Company.

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2017: The Companyhas pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 obtained Secretarial Audit Report from M/s. Rathi and Associates CompanySecretaries for the financial year 2016-17. The said Report is appended as Annexure II andforms part of this Report.

The observations/comments of the Secretarial Auditors as mentioned in the SecretarialAudit Report and the Management's responses to the remarks of Secretarial Auditors are asunder:

1. The Company is in the process of complying with the provisions related to:

a. Appointment of whole time Company Secretary under Section 203 of the Companies Act2013. b. Appointment of Internal Auditors under Section 138 of the Companies Act 2013. c.Maintenance of functional website under Regulation 46 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

2. The equity shares held by one of the Promoters in the name of Karta of HinduUndivided Family could not be dematerialized due to technical errors and accordingly hascontinued to be held in the physical form.

d. RE-APPOINTMENT OF STATUTORY AUDITORS FOR THE FY 2016-17:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. J. S. Bhatia & Co. CharteredAccountants (Firm Registration Number 118806W) the Statutory Auditors of the Companyhold office upto the conclusion of the ensuing Annual General Meeting. The consent of theAuditors along with certificate under Section 139 of the Act have been obtained from theAuditors to the effect that their appointment if made shall be in accordance with theprescribed conditions and that they are eligible to hold the office of Auditors of theCompany. The Board recommends the re-appointment of M/s. J. S. Bhatia & Co. CharteredAccountants as the Statutory Auditors of the Company for the financial year 2017-2018 tohold office from the conclusion of the ensuing Annual General Meeting up to the conclusionof the next Annual General Meeting.

Necessary resolution for re-appointment of the said Auditors is included in the Noticeof the ensuing Annual General Meeting for seeking approval of members.

5. OTHER DISCLOSURES:

Other disclosures as per the provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 and the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return in Form MGT-9 for the financial year ended 31st March 2017made under the provisions of Section 92(3) of the Act is attached as Annexure III whichforms part of this Report.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

During the year under review the Company has neither earned nor used any foreignexchange.

c. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Company was not required to constitute the Stakeholders' Relationship Committee.However the Company has taken necessary steps to address the grievances of investors fromtime to time and the Company has appointed TSR Darashaw Limited as its Registrar and ShareTransfer Agents to carry out the functions of transfer of shares held in physical mode.During the year under review the Company has not received any grievances from thestakeholders.

d. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2 014 were not applicable to your Companyduring the Financial Year 2016-17.

e. COST AUDITORS:

The Central Government of India has not specified the maintenance of Cost Records underSection 148(1) of the Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014.

f. MANAGEMENT DISCUSSION ANALYSIS:

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is attachedand marked asAnnexure IV forms part of this Report.

g. SEXUAL HARASSMENT POLICY:

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace and has also established an Investigation and Redressal Committeeas stipulated by The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 a nd rules thereunder. During the year under review no complaints inrelation to such harassment at workplace have been reported.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

In addition your Directors also place on record their sincere appreciation of thecommitment and hard work put in by the Registrar & Share Transfer Agent all thesuppliers sub contractors consultants clients and employees of the Company.

FOR AND ON BEHALF OF THE BOARD
AJIT SINGH CHAWLA KAWALJIT SINGH CHAWLA
MANAGING DIRECTOR DIRECTOR
DIN: 02451259 DIN: 00222203
Date: 20th May 2017
Place: Mumbai

ANNEXURE I

Nomination & RemunerationPolicy Charter Purpose

The purpose of the Nomination and Remuneration Committee (the "Committee") ofthe Board of Directors (the "Board") shall be to assist the Board in dischargingits responsibilities relating to compensation of the Company's executive directors andother senior level employees. The Committee has the overall responsibility of approvingand evaluating the adequacy of the compensation plans policies programs and successionplans for Company's Executive Directors and the Chief Executive Officer.

Membership and organization

The Committee shall consist of not less than three members two of them shall beIndependent Directors.

The Committee shall designate one of its members as the chairperson.

Responsibilities

The Committee shall have the following authority to:

- annually review and approve for the CEO and Executive Directors the corporate goalsand objectives applicable to the CEO / Executive Directors evaluate at least annually theCEO's / Executive Directors' performance in light of those goals and objectives anddetermine and approve the appointment CEO's/ Executive Directors and shall also annuallyreview:

(a) annual base salary

(b) annual incentive bonus including the specific goals and amount (c) equitycompensation

(d) employment agreements severance arrangements and change in control agreements /provisions and (e) Any other benefits compensation or arrangements based on thisevaluation.

- review the performance of all the executive directors each quarter on the basis ofdetailed performance parameters set for each of the executive directors at the beginningof the year. The committee may from time-to-time also evaluate the usefulness of suchperformance parameters and make necessary amendments.

- recommend to the Board incentive compensation plans. The Committee may review theCompany's incentive compensation a rrangements to determine whether they encourageexcessive risk-taking review and discuss at least annually the relationship between riskmanagement policies and practices and compensation and evaluate compensation policies andpractices that could mitigate any such risk.

- review and reassess the adequacy of this charter annually andrecommend any proposedchanges to the Board for approval.

- to review its own performance and shall present the results of the evaluation to theBoard. The Committee shall conduct this evaluation in such manner as it deems appropriate.and shall responsible to:

- administer the Company's equity incentive plans including the review and grant ofawards to eligible employees under the plans and the terms and conditions applicable tosuch awards subject to the provisions of each plan.

- maintain regular contact with the leadership ofthe Company. This should includeinteraction with the Company's leadership development institute reviewof data from theemployee survey and regular review of the results of the annual leadership evaluationprocess.

Advisors

The Committee may seek the advice of the external specialized agencies in fixation andevaluation of remuneration of the CFO executive directors and other senior levelpersonnel. The Committee shall have the sole authority to select retain and terminate theservices of any compensation consultant to be used to assist in the evaluation ofcompensation for the CFO executive directors or senior management and shall have thesole authority to approve the consultant's fees and other retention terms and oversee theconsultant's work. The compensation committee shall also have the authority to obtainadvice and assistance from internal or external legal accounting or other advisors. Thecommittee shall set the compensation and oversee the work of its external legal counselaccountants and other advisors with respect to compensation matters.

The Committee shall receive appropriate funding from the Company as determined by theCommittee in its capacity as a Committee of the Board for the payment of compensation toits compensation consultants external legal counsel and any other advisors with respectto compensation matters in retaining or seeking advice from compensation consultantsoutside counsel and other advisors the committee must take into consideration therecommendation of the Board in this regards.

The Committee may retain or receive advice from any compensation advisor as they maydeem fit and proper including directors that are not independent after considering thespecified factors. The Committee is not required to assess the independence of anycompensation consultant or other advisor that acts in a role limited to consulting on anybroad-based plan that does not discriminate in scope terms or operation infavor ofexecutive officers or directors and that is generally available to all salaried employeesorproviding information that is not customized for a particular company or that iscustomized based on parameters that are not developed by the consultant or advisor andabout which the consultant or advisor does not provide advice.

Meetings and reports

The committee shall meet as often as may be required to fulfill its responsibilities.

- The Committee is governed by the same rules regarding meetings (including throughvideo conferencing meetings) action without meetings notice waiver of notice andquorum and voting requirements as are applicable to the Board.

- The Committee shall make regular reports to the Board regarding its actions and makerecommendations to the Board as appropriate.

- The Committee shall prepare such reports as may be required by any law rule orregulation to which the Company is subject.

- The Committee may invite such members of management to its meetings as it deemsappropriate. However the Committee shall meet regularly without such members present andthe CFO and any other such officers shall not be present at meetings at which theircompensation or performance is discussed or determined.

Compensation

Members of the Committee shall receive such fees if any for their services ascommittee members as may be determined by the Board.

For and on behalf of the Board
Ajit Singh Chawla Kawaljit Singh Chawla
Managing director Director
DIN: 02451259 DIN: 00222203
Date: 20th May 2017
Place: Mumbai

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