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Jet Infraventure Ltd.

BSE: 538794 Sector: Infrastructure
NSE: N.A. ISIN Code: INE155R01018
BSE 00:00 | 17 Aug Jet Infraventure Ltd
NSE 05:30 | 01 Jan Jet Infraventure Ltd
OPEN 79.00
PREVIOUS CLOSE 79.00
VOLUME 2000
52-Week high 80.00
52-Week low 79.00
P/E
Mkt Cap.(Rs cr) 17
Buy Price 64.00
Buy Qty 2000.00
Sell Price 85.00
Sell Qty 2000.00
OPEN 79.00
CLOSE 79.00
VOLUME 2000
52-Week high 80.00
52-Week low 79.00
P/E
Mkt Cap.(Rs cr) 17
Buy Price 64.00
Buy Qty 2000.00
Sell Price 85.00
Sell Qty 2000.00

Jet Infraventure Ltd. (JETINFRAVENTURE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 18th Annual Report and Audited Accounts for the year ended March 312019.

Financial Summary

ParticularsYear ended 31st March 2019Year ended 31st March 2018
Sales & other Income336.19324.31
Expenditure325.36306.97
Profit/(Loss) before tax10.8317.34
Tax3.875.71
Profit/(Loss) after tax6.9511.63

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 by capitalization of a sum of ' 10480000/- from share premium account. The Company's reserves & surplus post issue of Bonus Shares is ' 420.16 lakhs as compared to ' 518.00 lakhs in the corresponding previous year.

Dividend

To strengthen the financial position of the Company your Directors have not recommended any dividend on equity shares for the year under review.

Share Capital

The paid up share capital of the Company is ' 20960000/- (' Two Crore Nine Lakhs Sixty Thousand only) as on March 31 2019.

During the year under review the Company has issued Bonus Shares in the proportion of 1 (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 differential voting rights nor has issued any Sweat Equity. As on March 312019 none of the Directors of 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 of operations 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 is provided as a separate section forming part of the Annual Report.

Finance

Cash and Bank Balance as at March 31 2019 was ' 29.38 lakhs. The company continues to focus on judicious management of its working capital receivables inventories and other working capital parameters were kept under strict check through continuous monitoring.

Deposits

There was no deposit accepted by the Company within the meaning of Section 73 and 76 of the Companies Act 2013 and Rules made thereunder at the beginning of the year. The Company has not invited or accepted deposit during the year and there was no deposit which remained 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 the financial statements.

Internal Control Systems and their Adequacy

The Company has an Internal Control System commensurate with the size scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company its compliance with operating systems accounting procedures and policies of the Company. Based on the report of internal audit function process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented 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 to conservation of energy and technology absorption stipulated as per Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 are not applicable.

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 the Articles of Association of the Company Mr. Rajul Shah retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment. The profile of the Mr. Rajul Shah Director to be re-appointed at the annual general meeting is provided in Annexure II to the Notice.

Mr. Haresh Kothari (DIN: 05140850) holds office as Independent Director of the Company up to 12th August 2019 (first term in line with the explanation to Sections 149(10) and 149(11) of the Act). He being eligible for the second term offers himself for reappointment. The profile of the Mr. Haresh Kothari Director to be re-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 Company up to 19th December 2019 (first term in line with the explanation to Sections 149(10) and 149(11) of the Act). He being eligible for the second term offers himself for reappointment. The profile of the Mr. Darshan Mevada Director to be re-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 of independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an evaluation of its own performance the directors individually as well as the evaluation of the working of its Committees.

Nomination and Remuneration Policy

The Company's policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in Corporate Governance Report which forms part of Annual Report.

The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under Investors Section.

Meetings of the Board

Five (5) meetings of the Board of Directors were held during the year the details of which are provided in Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013.

Separate meeting of Independent Directors pursuant to Section 149 (7) read with Schedule VI of the Companies Act 2013 was held on 12th February 2019.

Directors' Responsibility Statement As Required Under Section 134(3)(C) of the Companies Act 2013

The Directors state that: -

a) In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b) The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit for the year ended on that date;

c) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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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 the Company and that such internal controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all 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 on arm'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 Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014) is annexed to this Board Report as Annexure 'A'. The Company do not have any holding or subsidiary company hence disclosure under A of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

The Policy on Related Party Transactions has been published on the Company's website (www.jetinfra.com) under the Investor section.

Subsidiary Companies

The Company does not have any subsidiary.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in Zero Tolerance against bribery corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.jetinfra.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement if any. Whistle Blower Policy is available on the Company's website.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance beyond threshold limit mentioned in the policy for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

Audit Committee

The details pertaining to composition of Audit Committee are included in Corporate Governance Report which forms part of this annual report.

Statutory Auditor

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 Statutory Auditors for a period of 5 years to hold office till the conclusion of 23rd Annual General Meeting in place of retiring Auditors M/s Nilesh Lakhani & Associates Chartered Accountants Mumbai (Firm's Regn. No. 113817W). They have confirmed that they are not disqualified from being appointed as Auditors of the Company.

There are no qualifications reservations or adverse remarks made by the statutory auditors in their audit reports on the financial statements for the year ended March 31 2019.

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 has appointed Ms. Zankhana Bhansali Company Secretary in Practice (COP 10513) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure 'B' to this

Report and there are certain qualifications management explanation of which is given in 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 is annexed herewith as Annexure C.

Statutory Disclosures

None of the Directors of the Company are disqualified as per provisions of Section 164(2) of the Companies Act 2013. Your Directors have made necessary disclosures as required under various provisions of the Companies Act 2013 and Listing regulations.

Risk Management

The Company has a well-defined risk management framework in place. The Company has established procedures to periodically place before the Audit Committee and the Board the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report and is marked as Annexure 'D' to this Report.

Further during the year no employees of the Company were in receipt of remuneration in terms of the provisions of Section 197(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.

Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. However the same is applicable as per the Companies Act 2013 and the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under Companies Act 2013. Company is committed to maintain the highest standards of corporate practices a separate section on Corporate Governance is provided as part of this Annual Report.

Committee and Policy under Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

The Company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. During the year under review no instance of compliant or report under the said Act was registered in any of the units of the Company.

Corporate Social Responsibility

As per the Section 134 (o) Corporate Social Responsibility is not applicable to our Company.

Industrial Relations

During the year under review your Company enjoyed cordial relationship with contractor and employees at all levels.

Acknowledgements

The Board of Directors wish to place on record their appreciation for the support extended by the Company's bankers Bombay Stock Exchange Limited Local Authorities business associates clients consultants auditors shareholders and the employees of the Company for their continued co-operation and support. Company and look forward to their continued support. The Directors also thank the members for continuing their support and confidence in the Company and its management.

By Order of the Board of Directors
For Jet Infraventure Limited
Rajul R Shah
Place: MumbaiManaging Director
Dated: May 27 2019(DIN: 00227223)

   

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