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Directors Report of Jayant Mercantile Co. Ltd.

Mar 31, 2015

Dear Shareholders,

The directors have pleasure in presenting the Annual Report together with audited statements of Accounts for the year ended on 31st March, 2015.

Financial Results

Year 2014-15 Year 2013-14 PARTICULARS (Amt. in Rs.) (Amt. in Rs.)

(47,161) 2,31,585

Profit/(Loss) before Tax

Less:- Provision For Taxation - 69,684

Profit/(Loss) After Tax (47,161) 1,61,901

OPERATIONS

The revenue of the company during the year was Rs.11.07 lacs as compared to Rs.9.13 lacs in the previous year. Due to overhead cost, the Company has incurred a loss of Rs. 47,161/- in the year under report as against Profit of Rs.1,61,901/- in the previous year. Our company is putting all efforts in reducing the cost in the current financial year.

CORPORATE GOVERNANCE

As per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Clause 49 of the Listing Agreement is not mandatory for companies whose paid up share capital is either less than Rs.10 Crores or its Net worth less than Rs.25 Crores, as on the last date of the previous financial year.

The paid-up Capital of the Company as on March 31, 2015 is Rs.5.911 Crores, being less than Rupees Ten Crores, the Clause 49 of the Listing Agreement is not applicable to the Company.

DIVIDEND

No Dividend is declared or recommended by the Board of Directors of the Company during the year in view of the losses.

DIRECTORS

During the year, Mr.Dipakkumar Ashar, Mr.Mahesh Thakor and Mr.Pinalkumar Patel joined the Board as directors of the Company. Mr.Sanjay Salavi, Mr.Pavan Vishwakarma and Mr.Vinodkumar Menat resigned from the Board. The Board appreciates the services rendered by them during their tenure in the Company. The Director who is liable to retire by rotation, being eligible offers himself for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 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 relating to material departures;

(b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended March 31, 2015;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

Vishves A Shah & Co., Chartered Accountants, statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified under relevant sections of the Companies Act and that they are not disqualified for such appointment. Your Directors recommend his re-appointment as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

AUDITORS' REPORT

The comments in the Auditor's Report with Notes of Accounts and Schedules are self explanatory.

DIPIKA SONI & ASSOCIATES was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-2015 pursuant to section 204 of the Companies Act, 2013 and rules made there under. The Auditor has made certain observation of non-compliance of the Companies Act, 2013. The Board has taken note of the same and will ensure to comply with it as soon as possible.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit.

PARTICULARS OF THE EMPLOYEES

The Company does not have any employee/Director who is in receipt of remuneration aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & EXPENDITURE

The Company has no activities relating to conservation of energy and technology absorption. There are no foreign exchange transactions during the year.

VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

RELATED PARTY TRANSACTIONS

No transactions were carried out between any of the related parties in the year under review.

RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

LISTING

The Equity Shares of the Company is listed at the Bombay Stock Exchange Limited (BSE) and the trading in Equity shares was suspended by BSE w.e.f. March 04, 2015 vide its Notice No. 20150227-27 dated February 27, 2015.

ACKNOWLEDGEMENTS

Your Directors take opportunities to show gratitude towards co-operation received from Shareholders and other Agencies.

By Order of the Board

JAYANT MERCANTILE CO. LIMITED



DIRECTOR DIRECTOR

Place : Mumbai

Date : September 01, 2015


Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the Annual Report together with audited statements of Accounts for the period ended 31st March, 2014.

Financial Results

PARTICULARS 2013-14 2012-13 (Amt. in Rs.) (Amt. in Rs.)

Profit/(Loss) before Tax 2,31,585 1,86,921

Less:- Provision For Taxation 69,684 57,759

Profit/(Loss) After Tax 1,61,901 1,29,162

Dividend

No dividend is declared or recommended by the Board of Directors of the Company during the year.

Public Deposits

The Company has not accepted deposits within the provision of Section 58A of the Companies Act, 1956.

Particulars of Employees

The provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employee) Rules, 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs.2,00,000/- P.M. or Rs.24,00,000/- P.A.

Directors Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

(i) In the preparation of the annual accounts for the financial period ended March 31, 2014, all the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies and applied them consistently and made judgements and esti- mates that are reasonable and prudent so as to give true and fair view of the state of the affairs of the Company as at March 31, 2014 and of the profit of the Company for that period;

(iii) The Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a ''going concern'' basis.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo

The Company did not undertake any activity during the year that would require disclosure under section 217(2)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo.

Corporate Governance

The Company is persistent in following best practices and hence adopted all mandatory provisions of Clause 49 of the Listing agreement. A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance and also the Management Discussion and Analysis Report forms part of the Annual Report.

Listing

The Equity Shares of the Company is listed at the Bombay Stock Exchange Limited (BSE).

Auditors

The Auditor, M/s. D M Oza & Associates, Chartered Accountants, holds office until the conclusion of Next Annual General Meeting and is recommended for re-appointment. Certificate from auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

Acknowledgements

The Directors take pleasure in thinking the Company''s business associates / customers, and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere effort, contribution and cooperation of the employees.

For and on behalf of the Board of Director

Chairman

Date: September 02, 2014 Place: Mumbai


Mar 31, 2012

Dear Shareholders,

The directors have pleasure in presenting the Annual Report together with audited statements of Accounts for the period ended 31st March, 2012.

Financial Results

Particular 2011-2012 2010-2011

Profit/(Loss) before Depreciation & Interest 65,567 92,111

Less:- Provision For Taxation 20,500 29,800

Profit/(Loss) After Tax 45,067 62,311

Dividend

No dividend is declared or recommended by the Board of Directors of the Company during the year.

Public Deposits

The Company has not accepted deposits within the provision of Section 58A of the Companies Act, 1956.

Particulars of Employees

The provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employee) Rules, 1975 are not applicable to your company since none of the employee is employed on a remuneration of Rs.2,00,000/- P.M. or Rs.24,00,000/- P.A.

Directors Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that :

(i) In the preparation of the annual accounts for the financial period ended March 31, 2012, all the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies and applied them consistently and made judgements and esti- mates that are reasonable and prudent so as to give true and fair view of the state of the affairs of the Company as at March 31, 2012 and of the profit of the Company for that period;

(iii) The Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The annual accounts have been prepared on a ''going concern'' basis.

Directors

Mr Vinod Kumar Menat is eligible to retire at the ensuing AGM and being eligible offered himself for the re-appointment.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earning and Outgo

The Company did not undertake any activity during the year that would require disclosure under section 217(2)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo.

Corporate Governance

Corporate Governance as per Clause 49 of the Listing Agreement is not applicable to the Company.

Listing

The Equity Shares of the Company is listed at the Bombay Stock Exchange Limited (BSE).

Auditors

The Auditor, M/s. D M Oza & Associates, Chartered Accountants, holds office until the conclusion of Next Annual General Meeting and is recommended for re-appointment. Certificate from auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

Acknowledgements

The Directors take pleasure in thinking the Company''s business associates / customers, and bankers for their continued support. The Directors also acknowledge the appreciation of the sincere effort, contribution and cooperation of the employees.

For and on behalf of the Board of Director

Director Director

Date: 01/09/2012

Place: Mumbai


Mar 31, 2011

The Directors have great pleasure to present their Annual Report together with Audited Financial Accounts for the year ended on 31st March, 2011.

FINANCIAL HIGHLIGHTS

(In Rs.)

Particulars 2010-11 2009-10

Profit Before Tax 92,111 101,553

Less : Taxation 29,800 60,000

Profit After Tax 62,311 41,553

DIVIDEND

No dividend is declared or recommended by the Board of Directors of the Company during the year.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

1. In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

2. They have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year under review and for profit of the Company for the same period.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Annual Accounts are prepared on a going concern basis.

DIRECTORS

The Board of the Company is further strengthened with the induction of Mr. VinodKumar Govindbhai Menat and Mr. Pavan Mahendra Vishwakarma as Directors on the Board.

Mr. Sharad Singhania and Mrs. Laxmi Devi Singhania has shown their inability to continue as directors and has resigned from the Board.

Director who is eligible to retire by rotation at the ensuing General Meeting and being eligible has offered himself for re-appointment.

AUDITORS

M/s. D M Oza & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a letter to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

AUDITOR'S REPORT

The comments in the Auditor's Report with Notes of Accounts and Schedules are self explanatory.

PUBLIC DEPOSITS

During the year, the Company has not accepted any public deposit u/s. 58A of the Companies Act, 1956 and the rules made there under.

PARTICULARS OF EMPLOYEES

The Company does not have any employee who is in receipt of remuneration aggregating to the sum prescribed u/s. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

INDUSTRIAL RELATIONS

The industrial relations continue to be generally peaceful and cordial.

CORPORATE GOVERNANCE

Corporate Governance as per Clause 49 of the Listing Agreement is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & EXPENDITURE

The Company has no activities relating to conservation of energy and technology absorption. There are no foreign exchange transactions during the year.

LISTING

The Equity Shares of the Company is listed at the Bombay Stock Exchange Limited (BSE).

ACKNOWLEDGEMENTS

Your Directors take opportunities to show gratitude towards the assistance and co-operation received from Banks and other Agencies and Shareholders resulting in improved performance during the year under review. Your Directors further appreciate the entire work force for their efforts and teamwork.

By order of the board

For JAYANT MERCANTILE COMPANY LIMITED

Place : Mumbai

Date : September 01, 2011 DIRECTOR DIRECTOR

 
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