On behalf of the Board of Directors (the Board) it gives me great pleasureto present the 22nd Boards Report of your Company along with the Balance SheetProfit and Loss account and Cash Flow statements for the financial year ended March 312016.
I. Financial Performance
Key highlights of financial performance of your Company for the financial year 2015-16are provided below:
| || ||(In Rs) |
|Particulars ||15-16 ||14-15 |
|Sales and Other Income ||2731429.88 ||1743406.48 |
|Profit before Tax ||996683.37 ||639758.30 |
|Provision for Tax ||210155 ||284205 |
|Minority Interest ||- ||- |
|Net profit for the year* ||786528.37 ||355553.30 |
|Appropriations ||- ||- |
|Interim Dividend ||- ||- |
|Proposed Dividend on equity shares ||- ||- |
|Corporate tax on distributed dividend ||- ||- |
|Transfer to General Reserve ||786528.37 ||355553.30 |
|EPS || || |
|Basic ||0.26 ||0.12 |
|Diluted ||0.26 ||0.12 |
The Directors regret their inability to declare dividend during the period underreview.
Transfer to Reserves
During the Year under review the company has earned a profit of Rs. 786528.37/-
During the year under review the Company has neither altered its share capital norissued any kind of shares.
Particulars of Loans Advances Guarantees and Investments
Pursuant to section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations) no transaction relating to Loans advancesguarantees and investments are provided during the year under review.
Number of Meetings of the Board
The Board met eleven times during the financial year 2015-16 on following dates:-
The maximum interval between any two meetings did not exceed 120 days. SUBSIDIARYCOMPANIES As on 31st March 2016 the Company had no Subsidiary or AssociateCompany. Deposits
Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on public deposits was outstanding as on the date of thebalance sheet.
Material Changes between the date of the Board report and end of financial year
The material changes and commitments that have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport are:
Mr. Sachin Kharkia has been appointed as additional Director (IndependentDirector) and Mrs. Anjana Bagaria resigned as Independent Director.
Mr. Surender Kumar Jindal has been appointed as Additional Director of theCompany
The Company has listed its shares on Bombay Stock Exchange on 30thJune 2016 by following Direct Listing Process as prescribed by Bombay Stock ExchangeLimited
Declaration by Independent Directors
Pursuant to Section 149(6) of the Companies Act 2013 the Company has obtaineddeclaration from Independent Directors.
Management Discussion and Analysis Report
In terms of regulation 34 of the Listing Regulations the Management Discussion andAnalysis report on your Companys performance industry trends and other materialchanges are required to be presented in Annual Report. However this provision is notapplicable on companies covered under regulation 15(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015
Governance and Ethics
As per regulation 34 of the Listing Regulations a separate section on corporategovernance practices followed by Company are required to be presented in Annual Report.together with a certificate on compliance with corporate governance norms under theListing Regulations. However this provision is not applicable on companies covered underregulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Compliance Management Framework
Your Company has a robust and effective framework for monitoring compliances withapplicable laws. The Audit Risk and Compliance Committee and the Board periodicallymonitor status of compliances with applicable laws based on quarterly certificationprovided by senior management.
Performance evaluation of the board its committees and individual directors
Pursuant to applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board in consultation withits Nomination & Remuneration Committee has formulated a framework containinginter-alia the criteria for performance evaluation of the entire Board of the Companyits Committees and Individual Directors including Independent Directors. Accordinglyfollowing is the criteria for evaluation:-
A. Criteria for evaluation of the Board of Directors as a whole:
The Frequency of Meetings
Quantum of Agenda
Administration of Meetings
Flow and quantity of Information from the Management to the Board
Number of Committees and their role.
Overall performance of the Company
B. Criteria for evaluation of the Individual Directors including Independent Directors;
Experience and ability to contribute to the decision making process
Problem solving approach and guidance to the Management
Attendance and Participation in the Meetings
Personal competencies and contribution to strategy formulation
Contribution towards statutory compliances monitoring of controls and CorporateGovernance
The Independent Directors had met once separately without the presence ofNon-Independent Directors and the members of management and discussed inter-alia theperformance of non-Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of executive andNon-Executive Directors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirectors performance.
The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it shall be determined whether to extend or continue theirterm of appointment whenever the respective term expires.
The Directors express their satisfaction with the evaluation process.
Directors Responsibility Statement
Your Directors hereby confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the Directors have 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 have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the annual accounts on a going concern basis; and
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;
f) As required under Section 134(5)(f) of the Companies Act 2013 and according to theinformation and explanations presented to us based on the review done by the Audit Riskand Compliance Committee and as recommended by it we the Board hereby state thatadequate systems and processes commensurate with the size of the Company and the natureof its business have been put in place by the Company to ensure compliance with theprovisions of all applicable laws as per the Companys Global Statutory CompliancePolicy and that such systems and processes are operating effectively.
Particulars of Employees
Information required pursuant to Section 197 (12) of the Companies Act 2013 read withRule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not applicable on the company as none of the employees employed throughout thefinancial year are in receipt of remuneration of Rs.60 Lakhs or more nor employeesemployed for part of the year are in receipt of remuneration of Rs.5 Lakhs or more permonth pursuant to Rule 5(2) the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 .
Internal Financial Controls and Audit
Internal Financial Controls and their Adequacy
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Board of Directors at its meeting held on 02nd August 2016 as per therecommendation of the Audit Committee and pursuant to the provisions of Section 139(8)under Companies Act 2013 appointed M/s STRG & Associates Chartered AccountantsDelhi (Firm Registration No: 014826N) as the Statutory Auditors of the Company to fillthe casual vacancy caused by the resignation of M/s Kewal Bajaj & AssociatesChartered Accountants subject to the approval by the members in the 22nd Annual GeneralMeeting of the Company at such remuneration plus applicable taxes and out of pocketexpenses as may be determined and recommended by the Audit Committee in consultation withthe Auditors and duly approved by the Board of Directors of the Company.
The Company has received consent and eligibility certificate M/s STRG & AssociatesChartered Accountants Delhi (Firm Registration No: 014826N) to act as Statutory Auditorsof the Company in place of M/s Kewal Bajaj & Associates Chartered Accountants alongwith a confirmation that their appointment if made would be within the limitsprescribed under the Companies Act 2013.
There are no qualifications reservations or adverse remarks made by M/s STRG &Associates Statutory Auditors in their report for the financial year ended March 312016. Pursuant to provisions of section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Risk and ComplianceCommittee during the year under review.
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 Mr. Upender Jajoo Partner M/s Upender Jajoo & Associates a firm ofCompany Secretaries in Practice to conduct Secretarial Audit of the Company. The Reportof the Secretarial Audit in Form MR-3 for the financial year ended March 31 2016 isenclosed at Annexure II to the Report. There are no qualifications reservations oradverse remarks made by the Secretarial Auditor in his report.
Social Responsibility and Sustainability
Corporate Social Responsibility
As per the provisions of the Companies Act 2013 companies having net worth of Rs. 500Crore or more or turnover of Rs. 1000 crore or more or net profit of Rs.5 Crore or moreduring any financial year are required to constitute a Corporate Social Responsibility(CSR) committee of the board comprising three or more directors at least one of whomshould be an independent director and such company shall spend at least 2% of the averagenet profits of the companys three immediately preceding financial years. Thisprovision is not applicable on the company.
Particulars Regarding Conservation of Energy and Research and Development andTechnology Absorption
Details of steps taken by your Company to conserve energy through itsSustainability initiatives have been disclosed as part of this Annual Reportin Management Discussion and Analysis Report.
This provision is not applicable on the company.
Information Required Under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013
Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. Adequate workshops and awareness programmes against sexual harassment areconducted across the organization.
Your directors further state that during the year under review 2015-2016 therewere no complaints received pursuant to Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013. The following is reported pursuant tosection 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013.
|No. of complaints received during the year ||Nil |
|No. of complaints disposed off during the year ||Nil |
|No. of complaints pending more than 90 days ||Nil |
|No. of workshops or awareness programme against sexual harassment carried out: 5 || |
|Nature of action taken by the employer or district officer: N.A || |
Details of Significant and Material Orders Passed by the regulators/Courts/TribunalsImpacting the Going Concern Status and the Companys Operations in Future
There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.
Extract of Annual Return
Pursuant to section 92(3) and section 134(3) (a) extract of the Annual Return as onMarch 31 2016 in form MGT-9 is enclosed as Annexure I to this report.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the customers shareholders bankersbusiness partners/associates regulators stock Exchanges financial institutions fortheir consistent support and encouragement extended to the Company. I am sure you willjoin our Directors in conveying our sincere appreciation to all employees of the Companyand associates for their hard work and commitment. Their dedication and competence hasensured that the Company continues to be a significant and leading player in the industry.Your involvement as shareholders is also greatly valued at. Your Directors look forward toyour continuing support.
|FOR AND ON BEHALF OF THE BOARD |
|Registered Office: 110 Babar Road New Delhi- 110 001 |
|CIN: L74899DL1994PLC059252 |
|Tel: 91 11 46201000 |
|Fax: 91 11 46201002 |
|E-mail: Jindal@jindal.bz email@example.com |