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JMDE Packaging & Realties Ltd.

BSE: 524378 Sector: Industrials
NSE: N.A. ISIN Code: INE807C01024
BSE 05:30 | 01 Jan JMDE Packaging & Realties Ltd
NSE 05:30 | 01 Jan JMDE Packaging & Realties Ltd

JMDE Packaging & Realties Ltd. (JMDEPACKAGING) - Director Report

Company director report

The Directors hereby present the 22nd Annual Report of the Company togetherwith the audited statement of accounts for the year ended 31st March 2017.

1. Financial Results (Standalone)

Year ended 31st March 2017 Year ended 31st March 2016
(Rs. In Lacs) (Rs. In Lacs)
Income from Operation 76.47 71.88
Total Expenditure 93.79 65.91
Profit before finance cost depreciation and tax (Operating Profit) 10.26
Finance Cost 00.00 00.00
Depreciation Cost 08.69 04.30
Profit before tax 00.61 05.97
Provision for Tax - 00.00 00.00
- Dividend Tax 00.00 00.00
- Reversal of 00.00 00.00
Dividend Tax
- Deferred 00.00 00.00
Profit after Tax 00.61 05.97
Balance brought forward from previous year (394.97) (400.93)
Transfer to General Reserve 00.00 0.00
Proposed Dividend 00.00 0.00
Profit carried to Balance Sheet (394.35) (394.97)

2. Operations Review

The Company's primary business was real estate sales. The Company had setup its ownwebsite www.homenxt.com to capture the growing online real estate sales and brokingbusiness. After much effort and not enough response the Company has terminated thisventure and in its place has started taking sub-contracting agreement in infrastructuredevelopment projects.

3. Dividend

Your directors do not recommend a dividend on Equity Shares of the Company for the yearunder consideration.

4. Subsidiaries

The Company has no subsidiary as on date.

5. Listing

The Equity Shares of your Company are listed on The Bombay Stock Exchange Mumbai.Listing fees to the Stock Exchanges have not been paid for the years 2013-14 2014-2015and 2015-16 2016-17.

6. Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 there are no employees whose particulars need to be disclosed.

7. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

8. Declaration by an Independent Director

A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013shall be enclosed as Annexure I.

9. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

10. Auditors

The Auditors M/s Dularesh K Jain & Associates Chartered Accountants Mumbai retireat the forthcoming Annual General Meeting and do not wish to be reappointed.ed. Your YourDirectors propose the appointment of M/s Doshi MaruDirectors propose the appointment ofM/s RR Falod & Associates Chartered Accountants to hold office until the conclusionof the next Annual General Meeting of the Company.

11. Auditor's Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

12. Disclosure about Cost Audit

As per the Cost Audit Orders Cost Audit is not applicable to the Company.

13.Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s. Sandeep GandhiPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure II to this report. The reportis self-explanatory and do not call for any further comments.

14.Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.jmde.in.

15.Meeting

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year four Board Meetings and four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

16. Conversation Of Energy Technology Absorption Foreign Exchange Earnings &Outgo

Company takes adequate steps to avoid wasteful consumption and conservation of energy.The Company does not require any technology for its existing business. There were noEarnings and Outgo in Foreign Exchange.

17. Employee Stock Option Scheme

During the year under consideration no options were granted.

18. Particulars of Loans Guarantees and Investments u/s. 186

Not Applicable

19. Particulars of Contracts and Arrangements with Related Parties

No such contracts or arrangements have been entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013

20. Obligation of Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. Company has adopted a policy for prevention of SexualHarassment of Women at workplace and has set up Committee for implementation of saidpolicy. During the year Company has not received any complaint of harassment.

21. Human Resources

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.

22. Directors Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(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.

23. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds that were required to be transferred to InvestorEducation and Protection Fund (IEPF).

24. Report On Corporate Governance

A. CORPORATE GOVERNANCE PHILOSOPHY

The Company is committed to good Corporate Governance. The Company has been followinggood principle of business over the years by following all laws and regulations of theland with an emphasis on accountability and integrity. The code of Corporate Governanceemphasizes the transparency of system to enhance the benefits to shareholders customerscreditors and employees of the company.

Your company has complied with the requirements of the Corporate Governance Code asdisclosed herein below:

B. BOARD OF DIRECTORS

The board of the Company comprises the following Directors having wide range of skillsand experience in the field of management and industrial activities.

Name of The Director Category of Directorship No. of Meeting s Held During Year 2016-17 No. of Meeting s Attend ed No. of other Directorships held Committee Membership Attendance at Last AGM
Mr. Kaushik Shah Executive Director 4 4 1 3 Y
Mrs. Rachana Pandya Executive Director 4 4 1 3 Y
Mr. Pandura ng Chorghe Non- Executive Independent Director 4 4 5 3 Y
Mr. Ajay Patil Non- Executive Independent Director 4 Nil 2 Nil Y
Mr. Yogin Kanakia Non- Executive Independent Director 4 Nil 1 Nil Y

C. DATES OF BOARD MEETING

Four Board Meetings were held during the year under review on the following dates: 27thMay 2016 14th August 2016 14th November 2016 & 14thFebruary 2017.

D. COMMITTEES OF DIRECTORS

a) Audit Committee

During the year 2016 17 the committee met 4 times. The composition of the AuditCommittee and the attendance of the members is as under:

Name of Director Designation Meetings Attended
Mr. Kaushik Shah Executive Director 4
Mr. Pandurang Chorge Non-Executive Independent Director 4
Mrs. Rachana Pandya Executive Director 4

b) Remuneration Committee

The Company has constituted a Remuneration Committee consisting of the followingmembers:

Name of Director Nature of Directorship Meetings Attended
Mr. Kaushik Shah Non-Executive Independent Director 1
Mrs. Rachana Pandya Executive Director 1
Mr. Pandurang Chorge Non-Executive Independent Director 1

During the year under review no remuneration paid to Directors. During the year nositting fees was paid to the Directors. One meeting held during the year under review.

c) Investors Relations Committee

The composition of the Investors Relations Committee (Shareholders/Investors GrievancesCommittee) is as under:

Name of Director Nature of Directorship Meetings Attended
Mr. Kaushik Shah Executive Director 4
Mr. Pandurang Chorge Non-Executive Independent Director 4
Mrs. Rachana Pandya Executive Director 4

In accordance with Clause 49(VI) (D) of the Listing Agreement with The Bombay StockExchanges the Board has authorized Mr. Mahendra Pandey to approve sharetransfers/transmissions and comply with other formalities in relation thereto. No InvestorComplaints remain unresolved which were received during the year under review.

There were no pending transfers as on 31st March 2017.

E. GENERAL BODY MEETINGS

The details of last 3 Annual General Meeting (AGM) held are as under:

Financial Year Ended Date Time Place
31-03-2014 30th September 2014 11:00 Plot No. 326/11 17 Jawahar Nagar Goregaon (W) Mumbai- 62.
31-03-2015 29th September 2015 11:00 Plot No. 326/11 17 Jawahar Nagar Goregaon (W) Mumbai- 62.
31-03-2016 29th September 2016 11:00 Plot No. 326/11 17 Jawahar Nagar Goregaon (W) Mumbai- 62.

None of the business required to be transacted at the forthcoming Annual GeneralMeeting is proposed to be passed by postal ballot.

F. DISCLOSURES

a. Disclosures on Materially Significant related Party Transactions

There were no materially significant related party transactions during the yearconflicting with the interest of the Company.

b. Details of Non Compliances and Penalties

There were no penalties levied by the stock exchange SEBI or any Statutory Authority.

G. MEANS OF COMMUNICATION

1. Quarterly and half yearly reports are published in the newspapers.

2. Management Discussion and Analysis forms part of this Annual Report.

H. GENERAL SHAREHOLDER'S INFORMATION

1. The Annual General Meeting will be held on 29th day of September 2017 at11.00 A.M. at Plot No. 326 Shop No. 1 Rd No. 17 Jawahar Nagar Goregaon West MumbaiMaharashtra 400 062.

2. Financial Year: April to March

3. Book Closure: from September 26 2017 to September 29 2017 (both days inclusive).

4. Listing on Stock Exchanges: The Bombay Stock Exchange (BSE)

5. Stock Code: 524 378

6. The listing fees of The Bombay Stock Exchange (BSE) for the years 2013 142014-2015 2015 2016 2016 - 2017 have not been paid.

7. Market Price Data

Month Open Price High Price Low Price Close Price
Apr 16* N/A N/A N/A N/A
May 16* N/A N/A N/A N/A
Jun 16* N/A N/A N/A N/A
Jul 16* N/A N/A N/A N/A
Aug 16* N/A N/A N/A N/A
Sep 16* N/A N/A N/A N/A
Oct 16* N/A N/A N/A N/A
Nov 16* N/A N/A N/A N/A
Dec 16* N/A N/A N/A N/A
Jan 17* N/A N/A N/A N/A
Feb 17* N/A N/A N/A N/A
Mar 17* N/A N/A N/A N/A

*The Bombay Stock Exchange suspended the shares of the Company for Trading.

8. Registrar and Transfer Agents:

M/s. Purva Sharegistry India Pvt. Ltd.

9 Shivshakti Industrial Estate J. R. Borisa Marg Sitaram Mill Compound Lower Parel(E) Mumbai 400 011

9. Share Transfer System:

Shares of the company can be transferred by lodging Transfer Deeds and ShareCertificates with the Registrars & Share Transfer Agents at the above said address.The Company has constituted Share Transfer and Shareholders' Grievance Committee of theBoard of Directors of the Company. The Company has authorized Purva Sharegistry India Pvt.Ltd through their executives to make endorsement of share transfers being registered. Theshareholders have option of converting their holding in dematerialized form and effectingthe transfer in dematerialized mode. Shares sent for transfer in physical form areregistered and returned within a maximum period of 21 days from the date of receipt ofdocuments provided all documents are valid and complete in all respects.

10. Distribution of Holding:

S. No. Range Nominal Value No. of Shares Held % to Capital No. of Shareholders % to Total Holders
1 1 to 5000 12024200 20.38 8374 89.42
2 5001 to 10000 3610800 6.12 378 4.04
3 10001 to 20000 3351200 5.68 257 2.74
4 20001 to 30000 3097500 5.25 105 1.12
5 30001 to 40000 1469100 2.49 38 0.41
6 40001 to 50000 3174200 5.38 65 0.69
7 50001 to 10000 4472200 7.58 60 0.64
8 100001 and Above 27800800 47.12 88 0.94
TOTAL 59000000 100 9365 100

Particulars of shares held in physical/electronic form as on 31st March2017: As on 31st March 2017 Rs. 35654700/- of the Company's total paid upcapital representing 35654700 shares (60.43% of the total capital) were held indematerialized form and the balance of Rs. 23345300/- representing 23345300 shares(39.57% of the total capital) were held in paper form.

11. Shareholding Pattern as on 31st March 2017

Category of shareholder No.of Shareholders Total No.of Shares Total No. of Shares held in Dematerialized Form Total Shareholding as a % of Total No. of Shares Shares pledged or otherwise encumbered
As a % of (A+B) As a % of (A+B+C) Number of shares As a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals l Hindu Undivided Family 6 6794900 500000 9.62 9.82 0 0.00
Bodies Corporate

2

11130200 130000 18.66 18.66 0 0.00
Sub Total

7

16925100 630000 28.69 28.69 0 0.00
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)

7

16925100 630000 28.69 28.69 0 0.00
(B) Public Shareholding
(1) Institutions
(2) Non-Institutions
Bodies Corporate 136 6792351 504 0750 9.62 9.62 0 0.00
individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakh

9222

16234669 13415599 27.52 27.52 0 0.00
Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 69 19961160 14732621 33.67 33.67 0 0.00
Any Others (Specify) 3 66530 66530 0.11 0.11 0 0.00
Non Resident Indians 3 66630 66530 0.11 0.11 0 0.00
Sub Total 9420 42074900 33255700 71.31 71.31 0 0.00
Total Public shareholding (B) 9420 42074900 33255700 71.31 71.31 0 0.00
Total (A)+(B) 9427 59000000 33665700 100.00 100.00 0 0.00
(C) Shares held by Custodians and against which Depository Receipts have been Issued 0 0 0 0.00 0.00 0 0.00
(1) 0 0 0 0.00 0.00 0 0.00
(2) 0 0 0 0.00 0.00 0 0.00
Sub Total 0 0 0 0.00 0.00 0 0.00
Total (A)+(B)+(C) 9427 59000000 33665700 0.00 100.00 0 0.00

12. Dematerialization of shares and liquidity: The shares of the Company areunder compulsory demat trading. The Company has made necessary arrangements with NSDL andCDSL for demat facility. 60.43% of the Company's shares are dematerialized up to 31stMarch 2017.

13. Address for Correspondence:

The Director

JMDE Packaging & Realties Limited

Plor No. 326 Shop No. 1

Road No. 17 Jawahar Nagar

Goregaon West Mumbai - 400104

Disclosure under clause 43 A (2) of the listing agreement

The Equity Shares of the Company are listed on The Bombay Stock Exchange (BSE). Listingfees for the year 2013 14 2014 15 2015 16 2016-17 of The Bombay Stock Exchange Mumbaiare unpaid.

Details of the Directors seeking re-appointment at the forthcoming Annual GeneralMeeting (In pursuance of clause 49 of the Listing Agreement).

Name of Director: Mr. Kaushik Shah

Date of Birth: 09/12/1965

Date of appointment: 23/02/2007

Occupation: Business

Expertise in Specific functional

Areas: Experience of Administration and Office Management

Directorship in other Companies: 1

Committee positions held

in other Companies : 1

25. Acknowledgements

Your Directors thank the Company's clientele vendors investors and bankers for theircontinued support during the year. Your Directors place on record their appreciation ofthe excellent contribution made by employees at all levels.