Your Directors have pleasure in presenting the 18th Annual Report andAudited Accounts for the year ended March 312019.
|Particulars ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Sales & other Income ||336.19 ||324.31 |
|Expenditure ||325.36 ||306.97 |
|Profit/(Loss) before tax ||10.83 ||17.34 |
|Tax ||3.87 ||5.71 |
|Profit/(Loss) after tax ||6.95 ||11.63 |
Review of Operations
During the year under review revenue of the Company was ' 336.19 lakhs as compared to' 324.31 lakhs in the corresponding previous year.
Transfer to Reserves
The Company issued Bonus Equity Shares in the ratio of 1:1 during the financial year bycapitalization of a sum of ' 10480000/- from share premium account. The Company'sreserves & surplus post issue of Bonus Shares is ' 420.16 lakhs as compared to '518.00 lakhs in the corresponding previous year.
To strengthen the financial position of the Company your Directors have notrecommended any dividend on equity shares for the year under review.
The paid up share capital of the Company is ' 20960000/- (' Two Crore Nine LakhsSixty Thousand only) as on March 31 2019.
During the year under review the Company has issued Bonus Shares in the proportion of1 (One) equity shares for every 1 (one) existing equity shares held by the members.
During the year under review the Company has not issued shares with differentialvoting rights nor has issued any Sweat Equity. As on March 312019 none of the Directorsof the Company hold any convertible instruments of the Company.
Dematerialization of Shares
The Company's total share capital is in Demat mode.
Management Discussion & Analysis Reports
The Management Discussion and Analysis of financial condition including the results ofoperations of the Company for the year under review as required under Regulation 34(2)(e)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided as a separate section forming part of the Annual Report.
Cash and Bank Balance as at March 31 2019 was ' 29.38 lakhs. The company continues tofocus on judicious management of its working capital receivables inventories and otherworking capital parameters were kept under strict check through continuous monitoring.
There was no deposit accepted by the Company within the meaning of Section 73 and 76 ofthe Companies Act 2013 and Rules made thereunder at the beginning of the year. TheCompany has not invited or accepted deposit during the year and there was no deposit whichremained un-paid or unclaimed at the end of the year.
Particulars of Loans Guarantees or Investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
Internal Control Systems and their Adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theManaging Director.
The Accounts Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Since your Company does not own manufacturing facility the particulars relating toconservation of energy and technology absorption stipulated as per Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 are notapplicable.
There were no foreign exchange earnings / outgo during the year.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Rajul Shah retires by rotation at the ensuingAnnual General Meeting and offers himself for re-appointment. The profile of the Mr. RajulShah Director to be re-appointed at the annual general meeting is provided in Annexure IIto the Notice.
Mr. Haresh Kothari (DIN: 05140850) holds office as Independent Director of the Companyup to 12th August 2019 ("first term" in line with the explanation toSections 149(10) and 149(11) of the Act). He being eligible for the second term offershimself for reappointment. The profile of the Mr. Haresh Kothari Director to bere-appointed at the annual general meeting is provided in Annexure II to the Notice.
Mr. Darshan Mevada (DIN 01818221) holds office as Independent Director of the Companyup to 19th December 2019 ("first term" in line with the explanationto Sections 149(10) and 149(11) of the Act). He being eligible for the second term offershimself for reappointment. The profile of the Mr. Darshan Mevada Director to bere-appointed at the annual general meeting is provided in Annexure II to the Notice.
Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Committees.
Nomination and Remuneration Policy
The Company's policy on Directors appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in Corporate Governance Reportwhich forms part of Annual Report.
The Nomination and Remuneration Policy of the Company is also posted on the website ofthe Company under Investors Section.
Meetings of the Board
Five (5) meetings of the Board of Directors were held during the year the details ofwhich are provided in Report on Corporate Governance. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
Separate meeting of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 was held on 12th February 2019.
Directors' Responsibility Statement As Required Under Section 134(3)(C) of theCompanies Act 2013
The Directors state that: -
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b) The selected accounting policies were applied consistently and the judgments andestimates made by them are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company as at 31st March 2019 and of the profit for theyear ended on that date;
c) The proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis.
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Related Party Contracts or Arrangements
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business.
The particulars of Contract or Arrangement in Form AOC-2 as required under Section134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014) is annexed to this Board Report as Annexure 'A'. The Company do not have anyholding or subsidiary company hence disclosure under A of Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is not applicable.
The Policy on Related Party Transactions has been published on the Company's website(www.jetinfra.com) under the "Investor" section.
The Company does not have any subsidiary.
Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.jetinfra.com.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal withinstance of fraud and mismanagement if any. Whistle Blower Policy is available on theCompany's website.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance beyond threshold limit mentioned in the policyfor dealing in the Company's shares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Company Secretary is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
The details pertaining to composition of Audit Committee are included in CorporateGovernance Report which forms part of this annual report.
The Board of Directors at its meeting held on May 27 2019 appointed M/s. Mittal &Associates Chartered Accountants Mumbai (Firm Registration No. 106456W) as StatutoryAuditors for a period of 5 years to hold office till the conclusion of 23rdAnnual General Meeting in place of retiring Auditors M/s Nilesh Lakhani & AssociatesChartered Accountants Mumbai (Firm's Regn. No. 113817W). They have confirmed that theyare not disqualified from being appointed as Auditors of the Company.
There are no qualifications reservations or adverse remarks made by the statutoryauditors in their audit reports on the financial statements for the year ended March 312019.
Secretarial Audit and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Zankhana Bhansali Company Secretary in Practice (COP 10513) to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit is annexedherewith as Annexure 'B' to this
Report and there are certain qualifications management explanation of which is givenin the report.
Statement Pursuant to Listing Agreement
The Company's Equity shares are listed at Bombay Stock Exchange Limited (SME Segment).The Annual Listing fee for the year 201920 has been paid.
Extract of Annual Return
The details forming part of the extract of Annual Return is form MGT-9 isannexed herewith as Annexure "C".
None of the Directors of the Company are disqualified as per provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Companies Act 2013 and Listing regulations.
The Company has a well-defined risk management framework in place. The Company hasestablished procedures to periodically place before the Audit Committee and the Board therisk assessment and minimization procedures being followed by the Company and steps takenby it to mitigate these risks.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report and ismarked as Annexure 'D' to this Report.
Further during the year no employees of the Company were in receipt of remuneration interms of the provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
The Company does not fall under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Howeverthe same is applicable as per the Companies Act 2013 and the Company is fully compliantwith the applicable provision and the Company is committed to ensure compliance with allmodification within prescribed norms under Companies Act 2013. Company is committed tomaintain the highest standards of corporate practices a separate section on CorporateGovernance is provided as part of this Annual Report.
Committee and Policy under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has constituted Internal Complaints Committee under and as per the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year under review no instance of compliant or report under the said Act wasregistered in any of the units of the Company.
Corporate Social Responsibility
As per the Section 134 (o) Corporate Social Responsibility is not applicable to ourCompany.
During the year under review your Company enjoyed cordial relationship with contractorand employees at all levels. Acknowledgements
The Board of Directors wish to place on record their appreciation for the supportextended by the Company's bankers Bombay Stock Exchange Limited Local Authoritiesbusiness associates clients consultants auditors shareholders and the employees of theCompany for their continued co-operation and support. Company and look forward to theircontinued support. The Directors also thank the members for continuing their support andconfidence in the Company and its management.
| ||By Order of the Board of Directors |
| ||For Jet Infraventure Limited |
| ||Rajul R Shah |
|Place: Mumbai ||Managing Director |
|Dated: May 27 2019 ||(DIN: 00227223) |