Your Directors have pleasure in presenting their 50th Annual Report on the business andoperation of the company and Financial accounts for the year ended 31st March 2016.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
(Rs. in Thousand)
|PARTICULARS ||STANDALONE |
| ||2015-2016 ||2014-2015 |
|Total Income ||38080 ||64014 |
|Total Expenditure ||36519 ||62343 |
|Pro t Before Interest and depreciation ||1561 ||1671 |
|Less: Depreciation || || |
| ||(19) ||(19) |
|Interest ||- ||- |
|Tax ||(476) ||(511) |
|Net Pro t/(Loss) After Tax ||1065 ||1141 |
TRANSFER TO RESERVES:
No amount has been proposed to be transferred to Reserves.
Director did not recommend and dividend for the year.
The company has not accepted/renewed deposits within the meaning of Section 73 of theCompanies Act 2013 and rules made there under from public or from the shareholders duringthe period under review.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 with Stock Exchange in India is presented ina separate Annexure -II forming part of the Annual Report
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company or any of its subsidiariesduring the year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
During the year under review there were no material changes and commitments affectingthe financial position of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March 2016 the Board of Directors of the company comprised 5 directors oneof whom is the chairman. Out of the remaining Four directors Two are independent directors& Two are executive director.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 times during the financial year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not promoters of the Company or its holding subsidiary or associatecompany;
2. They are not related to promoters or directors in the company its holdingsubsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during thetwo immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year;
5. Independent Director neither himself nor any of his relatives--
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of--
(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting powerof the company; or
(iv) is a Chief Executive or Director by whatever name called of any nonprofitorganization that receives twenty-five percent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specifiedin Schedule IV of the Companies Act 2013.
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. The Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shouldbe done by the entire Board of Directors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation resultsalongwith evaluation done by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory:
(i) All Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per the Company andindustry policy.
(iii) The Independent Directors contributed significantly in the Board and committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience and knowledge and Independent views.
(iv) The Credit Policy Loan Policy and compliances were reviewed periodically;
(v) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places report with the Audit committee and Board.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on reviewedthe performance of non- independent directors and the Board as a whole including theChairperson of the Company views expressed by the executive directors and non-executivedirectors at various level and quantified the quality quantity and timeliness of flow ofinformation between the Company management and the Board and expressed satisfaction.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on 31st March 2016 the Board consists of 5 members. Out of which one isthe Managing Director two are Independent Directors. Two of them are Executive Director.
The policy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under Sub section (3) of Section 178 of the Companies Act 2013 adoptedby the Board and are stated in this Board report. We affirm that the remuneration paid tothe directors is as per the terms laid out in the nomination and remuneration policy ofthe Company.
COMMITTEES OF THE BOARD:
Currently the Board has Four Committees:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
A detailed note on the Board and its Committees is provided under the CorporateGovernance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act 2013 the Company has set up aNomination and Remuneration and Stakeholders Relationship Committee. A detailed note onthe composition of the Committees is provided in the corporate governance report sectionof this Annual Report.
The Key Features of the Policy of the said committee are as follows:
For Appointment of Independent Director (ID): a. Any person who is between the age of25 years and below 75 years eligible to become Independent Director(ID); b. He has tofulfill the requirements as per section 149 of the Companies Act 2013 read with Clause 49of the Listing Agreement; c. Adhere to the code of conduct as per Schedule IV to theCompanies Act 2013; d. Strictly adhere to the Insider Trading Regulation of the SEBI andInsider Trading policy of the Company; e. Independent Director should have adequateknowledge and reasonably able to contribute to the growth of the Company and stakeholders;f. Independent Director should be able to devote time for the Board and other meetings ofthe company; g. Able to review the policy participate in the meeting with all thestakeholders of the company at the Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm:
(i) That in the preparation of the accounts for the financial year ended 31stMarch2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended31stMarch 2016 on a 'going concern' basis.
(v) The internal financial controls are laid and have been followed by the company andthat such controls are adequate and are operating effectively. Such controls meanscontrols and policies and procedures adopted and adhered by the company for orderly andefficient conduct of the business for safeguarding assets prevention and detection offrauds and errors and maintenance of accounting records and timely preparation offinancial statements and review its efficiency.
(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any in staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board. The Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern.
At the Annual General Meeting held on September 30 2015 M/s. Shailesh Pandey & CoChartered Accountants. were appointed as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2020.
In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment M/s. Shailesh Pandey & Co Chartered Accountants(Registration No 133595W) is placed for ratification by the shareholders.
In this regard the Company has received a certificate from the auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments undersection 134 of the companies Act 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice wasappointed to conduct the secretarial audit of the Company for the financial year 2015-16as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y. 2015-16 is Annexure-IV to this Board's Report.
The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates CompanySecretary in Practice as secretarial auditor of the Company for the financial year2016-17.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no orders passed by the regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
The details of Conversion of Energy Technology Absorption are not applicable in thecase of the company. However the company took adequate steps to conserve the energy andused the latest technology.
During the year under review there were no foreign Exchange Earnings. The ForeignExchange outgo is Nil
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company did not entered into any Related Party Transaction during the year.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There were no loans Guarantees and Investments covered under Section 186 of theCompanies Act2013.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3)(a) of the Companies Act 2013 the details forming partof the extract of the Annual Return is Form MGT-9 is Annexure-VII.
A Report on Corporate Governance along with a Certificate from M/s. Ramesh ChandraMishra & Associates regarding compliance with the conditions of Corporate Governanceas stipulated under Clause 49 of the Listing Agreement with Stock Exchange read with therelevant provisions of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 forms part of this Report and Annexure-VIII to this Board's Report.
Your Directors convey their sincere thanks to the Government Shareholders andcustomers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.
| ||BY ORDER OF THE BOARD |
| ||FOR JRI INDUSTRIES & INFRASTRUCTURE LIMITED |
| ||Sd/- |
|Place: Mumbai ||SHANKARRAO BORKAR |
|Date: 13th August 2016 ||MANAGING DIRECTOR |