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Jhaveri Credits & Capital Ltd.

BSE: 531550 Sector: Financials
NSE: N.A. ISIN Code: INE865D01012
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NSE 05:30 | 01 Jan Jhaveri Credits & Capital Ltd
OPEN 5.07
PREVIOUS CLOSE 5.07
VOLUME 300
52-Week high 6.56
52-Week low 3.89
P/E 20.28
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.07
CLOSE 5.07
VOLUME 300
52-Week high 6.56
52-Week low 3.89
P/E 20.28
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jhaveri Credits & Capital Ltd. (JHAVERICREDITS) - Director Report

Company director report

To

The Members of

JHAVERI CREDITS AND CAPITAL LIMITED

Your Directors have pleasure in presenting the 23rd Director’s Reportof your Company together with the Audited Statement of Accounts and the Auditors’Report of your company for the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS (Rs. in lacs)

Particulars Year ended on 31-3-2017 Year ended on 31-3-2016
Revenue from Operations & Other Income 160.33 196.38
Less: Total Expenditure 143.49 183.06
OPERATING PROFIT 16.84 13.32
Less: Finance Costs 7.01 9.05
GROSS PROFIT/LOSS FOR THE YEAR 9.83 4.27
Less: Depreciation and Amortization expense 2.33 3.61
PROFIT/LOSS FOR THE YEAR 7.50 0.66
Less: Provision for Taxation 2.30 0.30
Less: Deferred Tax Liability (0.10) (0.22)
Less Excess Provision of Income Tax 7.42 0
PROFT AFTER TAX (2.11) 0.58

STATE OF COMPANY’S AFFAIRS

During the year under review the total revenue generated by Company was Rs. 160.33Lacs against 196.38 Lacs in the previous year. The Company has made loss after tax of Rs.2.11 lacs compared to Rs. 0.58 lacs in the previous year.

The Company is confident that as the global trend in commodity market are reviving andwith more research and training to staff the progress of Company will be driven byprofitability with increase in turnover and client base.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the Management Discussion andAnalysis as ANNEXURE: - I which forms part of the Directors’ Report

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013

For the financial year ended 31 March 2017 the Company is proposed to carry nilamount to General Reserve Account.

DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31 March 2017.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year no money have been transferred to Investor Education and ProtectionFund

MATERIAL CHANGES BETWEEM THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal andinformation.

DIRECTORS

Board of Directors on recommendation of Nomination and Remuneration committee in theirmeeting held on 30th May 2016 resolved to appoint Mr. Kamlesh J Jhaveri aswhole-time Director of the Company with effect from 1st August 2016 till 31stJuly 2021 he was appoint under said term in 22nd AGM held on 13thAugust 2016.

As per Section 152 of the Companies Act 2013 Mr. Bhaderesh J. Jhaveri and Mrs. BelaR. Jhaveri Directors of the Company retire by rotation at the ensuing Annual Generalmeeting and offers themselves for re-appointment.

Mr. Bimal D. Mehta & Mr. Ashesh J. Trivedi were appointed as IndependentDirectors of the Company and have given declaration that they meets with the criteria ofindependence as prescribed under subsection (6) of Section 149 of the Companies Act 2013.Independent Director of your Company are appointed effective from 2nd January2015 to 2nd January 2020 as approved by members in 21st AnnualGeneral Meeting held on 26th September 2015

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year2016-17

SN Date of Meeting Board Strength No. of Directors Present
1 07-04-2016 5 5
2 02-05-2016 5 4
3 30-05-2016 5 5
4 15-06-2016 5 4
5 04-07-2016 5 4
6 12-08-2016 5 5
7 02-09-2016 5 4
8 04-10-2016 5 4
9 14-11-2016 5 5
10 15-12-2016 5 4
11 20-01-2017 5 5
12 15-02-2017 5 4
13 15-03-2017 5 4

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

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

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meets thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

AUDITORS’ REPORT

1) Independent Auditors Report

M/s Mukund & Rohit Chartered Accountants Vadodara having Firm Registration No.113375W conducted statutory audit of Company for financial year ended on 31stMarch 2017 Independent Auditors Report forms part of financial statement which formspart of Annual Report There are no qualifications or adverse remarks in theAuditors’ Report which require any clarification/ explanation. The Notes on financialstatements are self-explanatory and needs no further explanation.

2) Secretarial Audit Report

Pursuant to provision of Section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof your Company has appointed Ms. Heena Patel Practicing Company Secretary to ConductSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as ANNEXURE:- III to this report.

As the Secretarial Auditor has stated in their report that Company pursuant toRegulation 33 of The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 quarterly and year ended financial resultscould not be submitted to BSE Ltd. within 60 days from the quarter ended on 31st March2016

The Board of Director of your Company would like to state that as regard to observationin point

The Company had held its Board meeting for consideration of its financial results forquarter and year ended on 31-03-2016 on 30th May 2016 pursuant to Regulation 33of SEBI (LODR) 2015 which was within time limit of 60 days but due to networkconnectivity problem Company was unable to submitted it on 30th May 2016However Company did submit the same next day on 31st May 2016.

AUDIT COMMITTEE

The Company’s Audit Committee comprises of following Directors. The table sets outthe composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Ashesh J Trivedi Chairman / Member Independent Director
Mr. Bhaderesh J. Jhaveri Member Non Executive

Non Independent Director

Mr. Bimal D. Mehta Member Independent Director

SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE

The Company’s Shareholders/Investors Grievance Committee comprises of followingDirectors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Ashesh J Trivedi Chairman / Member Independent Director
Mr. Kamlesh J Jhaveri Member Whole- time Director
Mr. Bhaderesh J. Jhaveri Member Non Executive

Non Independent Director

NOMINATION AND REMUNERATION COMMITTEE

The Company’s Nomination and Remuneration Committee comprises of followingNon-executive Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Bhaderesh J. Jhaveri Chairman / Member Non Executive

Non Independent Director

Mr. Ashesh J Trivedi Member Independent Director
Mr. Bimal D. Mehta Member Independent Director

The Nomination and Remuneration Committee among its members shall prepare the matterspertaining to the nomination and remuneration of Board members the appointment andremuneration of the managing director and other executives of the company as well as theremuneration schemes of the personnel.

LOANS GUARANTEES AND INVESTMENTS

The Company has following Loans Guarantee given and Investments made under section 186of the Companies Act 2013 for the financial year ended 31st March 2017:

SN Date of Transaction Particular/Purpose/Nature of Transaction Amount of Transaction
Company has not entered into any transaction covered under Section 186 of Companies Act 2013

RELATED PARTY TRANSACTIONS

The Company is required to enter into various Related Parties Transactions as definedunder Section 188 of the Companies Act 2013 with related parties as defined under Section2 (76) of the said Act. Further all the necessary details of transaction entered with therelated parties are shown in notes forming part of financial statement for the year endedas on 31st March 2017 for your kind perusal and information. The Company has not enteredinto any new contract or agreement under section 188 of Companies Act 2013. In financialyear 2016-17 and hence the provisions of Section 134(3)(h) is not attracted and has notprepared FORM No. AOC-2.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

CORPORATE SOCIAL RESPONSIBILITY

Your company is not required to comply with the provisions of Corporate SocialResponsibility as per requirement of Section 135 readed with Schedule VII of the CompaniesAct 2013

KEY MANAGERIAL PERSONNEL

During the year under review following persons held position of Key ManagerialPersonnel of the Company in compliance with the provisions of Section 203 of the CompaniesAct 2013.

Mr. Kamlesh J. Jhaveri - Whole-time Director Mr. Vatsal Desai - CFO

Mr. Chintan Vakil - Company Secretary (upto 15-12-2016)

Mr. Agnivesh M. Sathe - Company Secretary (From 15-03-2017)

Remuneration and other details of the Key Managerial Personnel for the financial yearended 31 March 2017 are mentioned in the Extract of the Annual Return which is attachedto the Directors’ Report.

PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.A statement containing particulars of employees pursuant to section 134 (3) (q) ofCompanies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial personnel) rules 2014 is annexed herewith as ANNEXURE:- IV

PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

SN NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/

SUBSIDIARY/

ASSOCIATE

% of holding at beginning of Year

% of holding at end of year

Nil

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013AND Companies Meeting of Board & its powers Rules 2014 Company has formulated VigilMechanism and the same is available on web site of Company www.jhavericommodity.com

RELATED PARTY DISCLOSURE

As Company did not have any Holding or Subsidiary Company Company has not madedisclosure as required under Regulation 53(f) readed with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

SEXUAL HARASSMENT

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company has risk assessment and minimization system in place. The risk managementprocedures are reviewed regularly.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff anddealers of the Company.

Date: - 30-05-2017 for and on behalf of Board of Directors
Place: - Vadodara of M/s Jhaveri Credits & Capital Ltd
Kamlesh J. Jhaveri
Whole-Time Director