Your Directors have pleasure in presenting the 20th Annual Report and Audited Accountsfor the year ended March 31 2021.
| || ||(Rs. In lakhs) |
|Particulars ||Year ended 31st March 2021 ||Year ended 31st March 2020 |
|Sales & other Income ||50.29 ||89.86 |
|Expenditure ||89.32 ||133.67 |
|Profit/(Loss) before tax ||(39.03) ||(43.81) |
|Tax ||(0.05) ||(3.24) |
|Profit/(Loss) after tax ||(38.98) ||(40.57) |
Review of Operations
During the year under review revenue of the Company was Rs. 50.29 lakhs as comparedRs. 89.86 lakhs in the corresponding previous year.
Transfer to reserves
The Company's reserves & surplus is Rs. 340.62 lakhs as compared to Rs. 379.60lakhs in the corresponding previous year.
Your Directors have not recommended any dividend on equity shares for the year underreview.
The paid up share capital of the Company is Rs. 20960000/- (Rs. Two Crore Nine LakhsSixty Thousand only) as on March 31 2021. During the year there are no changes in theshare capital of the Company. The Company has not issued shares with differential votingrights nor has issued any Sweat Equity. As on March 31 2021 none of the Directors of theCompany hold any convertible instruments of the Company.
Dematerialization of Shares
The Company's total share capital converted into Demat.
Change in Nature of Business
There has been no change in the nature of business carried out by the Company duringthe year.
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 2021 was Rs. 52.82 lakhs. The company continuesto focus on judicious management of its working capital receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.
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 andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company. Based on the report of internal auditfunction process 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 R Shah retires by rotation at theensuing Annual General Meeting and offers himself for reappointment. The profile of theMr. Rajul R Shah Director to be re-appointed at the annual general meeting is provided inAnnexure I 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 Companyis also posted on the website of the Company under Investors' Relation Section.
Meetings of the Board
Four (4) 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 23rdFebruary 2021.
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 theapplicable accounting standards have been followed along with proper explanation by way ofnotes to accounts relating to material departures; b. The selected accounting policieswere applied consistently and the judgments and estimates made by them are reasonable andprudent so as to give true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the profit for the year ended on that date; c. The proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d. The annual accounts have been prepared ona going concern basis. e. The Directors had laid down internal financial controls to befollowed by the Company and that such internal controls are adequate and were operatingeffectively. f. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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 ofContract or Arrangement in Form AOC-2 as required under Section 134(3)(h) of the CompaniesAct 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014) is annexed to this BoardReport as Annexure A'. The Company do not have any holding or subsidiarycompany hence disclosure under A of Schedule V of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 is notapplicable. The Policy on Related Party Transactions has been published on the Company'swebsite (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 isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in 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. AllBoard Directors and the designated employees have confirmed compliance with the Code.
The details pertaining to composition of Audit Committee are included in CorporateGovernance Report which forms part of this annual report.
At the 18th AGM held on 30th September 2019 M/s. Mittal & Associates CharteredAccountants Mumbai (Firm Registration No. 106456W) was appointed as statutory auditors ofthe Company for a term of 5 years from the financial year 2019-2020 onwards. AccordinglyM/s. Mittal & Associates will continue as statutory auditor of the Company till thefinancial year 2023-24. There are no qualifications reservations or adverse remarks madeby the statutory auditors in their audit reports on the financial statements forthe yearended March 31 20 21.
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. Pooja Malkan Company Secretary in Practice (ACS No: 28365 / CP No: 19938)to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as Annexure B' to this Report and there are certainqualifications management explanation of which is given in the report.
Pursuant to the provisions of Section 138 of Companies Act 2013 read with Rule 13 ofthe Companies (Accounts) Rules 2014 and other applicable provisions if any of theCompanies Act 2013 M/s Sanjay Kadam & Associates Chartered Accountants wereappointed asInternal Auditors of Company for the F.Y. 2020-2021.
Provisions for Cost Auditor are not applicable to your company.
Statement Pursuant to Listing Agreement
The Company's Equity shares are listed at Bombay Stock Exchange Limited (SME Segment).As on the date of signing the report the Annual Listing fee for the year 2021-22 waspending for the payment.
Extract of Annual Return
The details forming part of the extract of Annual Return is form MGT-9 is annexedherewith as Annexure "C". Statutory Disclosures
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 employeesof the Company were in receipt of remuneration in terms of the provisions of Section197(12) of the Companies Act 2013 read with Rules 5(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.
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 Director |
| ||For Jet Infraventure Limited |
|Place: Mumbai ||Rajul R. Shah |
|Date:29 June 202 1 ||Managing Director |
| ||(DIN 00227223) |