Home  »  Company  »  JPT Securities  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of JPT Securities Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting 21st Annual Report of the Company together with the Audited Financial Statement for the year ended March 31,2015.

Financial Highlights (StandalonE)

During the year under review, performance of your Company as under:

(Rupees in Lacs)

Particulars 2014-2015 2013-2014

Total Income 61.31 111.03

Less: Expenditure 18.35 44.66

Profit before Depreciation & Taxation 42.96 66.37

Less: Depreciation 0.08 0.02

Profit before Tax 42.89 66.35

Less: Taxes 8.87 22.40

Profit after Tax 34.02 43.95

Less: Adjustment of CWIP write off (9.73) Less: Transfer to Statutory Reserve Account as per Section 45-IC of 6.80 8.78

Reserve Bank of India Act, 1934

Balance carried forward to Balance Sheet 17.49 35.17

Note: Previous year's figures are regrouped/rearranged, wherever necessary.

Review of Company's Affairs

Your Company is a Non-deposit taking Non-Banking Financial Company. During the year under review, the Company has earned total income of Rs. 61.31 Lacs as compared to the income of Rs. 111.02 Lacs during the previous financial year. The profit after tax as on March 31,2015 amounted to Rs. 34.02 Lacs as against profit of Rs. 43.94 Lacs during the previous financial year.

Dividend

With a view to conserve resources, your Directors do not recommend dividend for the year under review.

Reserves

During the year under review, Rs. 6.80 Lacs (Previous year Rs. 8.78 Lacs) is transferred to Statutory Reserve Account as prescribed under section 45-IC of the Reserve Bank of India Act, 1934.

Authorised Share Capital

The Members of the Company had in the 20th AGM held on September 30, 2014, ratified & approved the decision of the Board of Directors for rescission & withdrawal of Postal Ballot resolution passed on April 12, 2013, for increasing the Authorised Share Capital of the Company, alteration of Memorandum of the Company and Preferential allotment of preference shares to Promoter Company. Accordingly, the Authorised Share Capital of the Company remains unaltered.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return for the Financial Year 2014-15 in Form MGT-9 is annexed herewith as 'Annexure I'.

Material Changes and Commitments

No material changes and commitments have occurred between the end of financial year of the company and the date of this report affecting the financial position of the Company as at March 31,2015.

Particulars of Loan, Guarantees and Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Also, pursuant to Clause 32 of the Listing Agreement, the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions attracting compliance under Section 188 of the Companies Act, 2013, are placed before the Audit Committee as also before the Board for approval. The details of related party transactions are given in the Notes to the Financial Statements.

Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.

Details of Subsidiary

The Company has one wholly owned subsidiary namely JPT Share Services Private Limited ("JSSPL"). There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. In accordance with Section 129(3) of of the Companies Act, 2013 and AS-21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements forms part of this Annual Report.

The performance and financial position of the JSSPL as per Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 annexed to the Notes to Financial Statements in Form AOC - 1 and hence not repeated here for the sake of brevity, under Rule 8 of the Companies (Accounts) Rules, 2014.

Further, during the financial year under review, none of the Companies became or ceased to be the Subsidiary or Associate of the Company, though the Board of Directors, in their Meeting held on August 11,2015, approved the ceasing of JSSPL as subsidiary of the Company.

Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Nikhil Gandhi (DIN: 00030560) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Ms. Gayathri Ramachandran (DIN: 02872723) has been appointed as an Additional (Independent) Director, with effect from February 14, 2015 and she holds office up to the date of ensuing AGM. The Company has received a notice under the provisions of Section 160 of the Companies Act, 2013 along with the requisite deposit proposing appointment of Ms. Gayathri Ramachandran as a Director of the Company. Appropriate Resolution are being proposed at the ensuing AGM to appoint her for a period of five consecutive years as contemplated under Section 149 of the said Companies Act, 2013, and she shall not be liable to retire by rotation.

Brief profiles of Directors proposed to be appointed/re-appointed as aforesaid is provided in the Exhibit to the Notice of ensuing AGM. The Board of Directors recommends appointment/reappointment of the aforesaid Directors at the ensuing AGM.

Mr. Arun Sahu was appointed as the Whole-time Key Managerial Personnel of the Company under the category of Chief Financial Officer with effect from November 13, 2014.

Mr. Ravindra Kumar Belapurkar, Whole-time Director of the Company was the Key Managerial Personnel pursuant to the provisions of Section 203 of the Companies Act, 2013 and was already in office before the commencement of the Companies Act, 2013. Further, pursuant to section 167(1)(b) of the Companies Act, 2013, he ceased to be the Director & Whole-time Director of the Company with effect from May 28, 2015. The Board places on record, its appreciation for the valuable contribution made by him during their tenure.

Ms. Aarti Salekar was appointed as the Whole-time Key Managerial Personnel of the Company under the category of Company Secretary with effect from November 13, 2014 and ceased to hold the said positions with effect from July 21,2015.

Declaration by Independent Directors

The Company has received necessary declaration from each of the Independent Directors under section 149(6) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Number of Board Meetings

The Board met five times during the financial year, May 30, 2014, August 14, 2014, September 04, 2014, November 13, 2014 and February 13, 2015. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Independent Directors' Meeting:

The Independent Directors met on February 13, 2015, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors, inter alia, reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Performance Evaluation

The Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchanges stipulate the performance evaluation of the Directors, Board and its Committees. The Company has devised the criteria based on which the annual performance evaluation of the Directors, Board and Board Committees has been carried out.

The Committee of Independent Directors at their Meeting held on February 13, 2015, evaluated the performance of Non- Independent Directors including Chairperson of the Company and the Board as a whole. The Board of Directors, at their Meeting held on February 13, 2015, considered the performance evaluation of the Directors, Board and Board Committees. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and based on the evaluation process the Board had determined to continue the term of all the Independent Directors.

The criteria for performance evaluation of Independent Directors are mainly devised based upon the parameter for professional conduct, role, functions and duties laid under Schedule IV to the Companies Act, 2013 and are annexed to this Report as 'Annexure II'.

Directors Responsibility Statement

In accordance with the provisions of Sec. 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such 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 affairs of the Company as at March 31,2015 and of the profit /loss of the Company for that period;

c) they have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

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

Audit committee

The Audit Committee comprises of Mr. V. Ramanan (Chairman), Ms. Gayathri Ramachandran, Mr. J. Alexander and Mr. Nikhil Gandhi as Members. All the recommendations made by the Audit Committee were accepted by the Board.

The details with respect to the powers, roles, terms of reference, etc. of the Audit Committee are given in details in the 'Report on Corporate Governance' of the Company which forms part of this Annual Report.

Statutory Auditors

At the AGM held on September 30, 2014, M/s. Batra Sapra & Co., Chartered Accountants (ICAI Registration No. 000103N), were appointed as the Statutory Auditors of the Company to hold office until the conclusion of the 23rd AGM to be held in the calendar year 2017. In terms of Section 139 of the Companies Act, 2013 read with the Rules thereto, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly, the appointment of M/s. Batra Sapra & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the members in the ensuing AGM.

The Company has obtained a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

In this regard, the Company has obtained a written consent under Section 139 of the Companies Act, 2013 from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

Auditors' Report

The Auditors' Report to the Members on the Accounts of the Company for the financial year ended March 31,2015, does not contain any qualification, reservation and adverse remark.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013, the Board had appointed Mr. Aashish K. Bhatt, Practicing Company Secretary, Mumbai, as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2014-15.

The Secretarial Audit Report for the financial year ended March 31,2015, is annexed to this report as 'Annexure III', does not contain any qualification, reservation and adverse remark.

Corporate Governance

Your Company adopts high standards of Corporate Governance and adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). A report on Corporate Governance along with a certificate for compliance with the Clause 49 of the Listing Agreement issued by Mr. Aashish K. Bhatt, Practicing Company Secretaries, forms part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this Annual Report.

Adequacy of Internal Financial Control with reference to the Financial Statements

The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness in the design or operation was observed in the internal financial controls.

Managerial Remuneration

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as 'Annexure IV'.

None of the Directors of the Company are in receipt of any commission from the Company or from Subsidiary of the Company.

The details of remuneration paid to the Directors and Key Managerial Personnel of the Company are given in 'Annexure I' to this Report.

Risk Management Policy

Pursuant to the requirement of Section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has already in place a Risk Management Policy. It has a robust Risk Management framework to identify and evaluate business risks and opportunities. The framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage.

Significant & material orders passed by the regulators or courts or tribunal

There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status and company's operations in future.

Nomination & Remuneration Policy

The Nomination and Remuneration Committee comprises of Mr. V. Ramanan (Chairman), Mr. J. Alexander and Mr. Nikhil Gandhi as Members. The terms of reference of the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and is annexed to this Report as 'Annexure V'.

Familiarisation Programme for Board Members

The Board Members are provided with necessary documents and policies to enable them to familiarise themselves with the Company's procedures and practices.

The details of such familiarisation programmes for Independent Directors of the Company are posted on the website of the Company at www.iptsecurities.com/images/pdf/Policies-Codes/Familiarisation- Programme-for-IDs.pdf.

Vigil Mechanism/Whistle Blower Policy

The Company has implemented the Vigil Mechanism/Whistle Blower Policy which encourages the Whistle Blower to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases.

The details of Vigil Mechanism/Whistle Blower Policy are available on the website of the Company at www.jptsecurities.com/ images/pdf/Policies-Codes/Whistle-Blower-Policv-Vigil-Mechanism.pdf.

Sexual Harassment

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

Particulars of Employees

None of the employees exceed the limit pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

Considering the nature of the business of the Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, during the year under review.

There was no Foreign Exchange Earnings and Outgo during the year under review.

Certificate under clause 49(IX) of the Listing Agreement

In lieu of CEO, the Board of Directors of the Company, at their Meeting held on May 28, 2015, authorised the Chairman and CFO to issue certificate under clause 49(IX) of the Listing Agreement for the year ended March 31,2015. The certificate forms part of this Report.

Code of Conduct

The Board of Directors has adopted the Code of Conduct for the Board Members and Senior Managerial Personnel. A confirmation from the Chairman regarding compliance with the said Code by all the Directors and Senior Managerial Personnel forms part of this Annual Report. The Code of Conduct is posted on the website of the Company www.jptsecurities.com.

Green Initiative

In accordance with the 'Green Initiative', the Company has been sending the Annual Report/Notice of AGM in electronic mode to those Members whose E-mail Ids are registered with the Company and/or the Depository Participants.

Your Directors are thankful to the Members for actively participating in the Green Initiative.

Appreciations and Acknowledgment

The Board of Directors wishes to express its sincere appreciation and thanks to all Members, Employees, Bankers, Clients, Advisors, Vendors, Government and other regulatory authorities for their consistent support and co-operation and look forward to their continued support and co-operation in future.

By Order of the Board of Directors

Place : Mumbai J. Alexander Date : August 11,2015 Chairman DIN: 00485766

Registered Office:

SKIL House, 209, Bank Street Cross Lane, Fort, Mumbai - 400 023. CIN : L67120MH1994PLC204636 Email : company.secretary@jptsecurities.com Website : www.jptsecurities.com


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th Annual Report of your Company together with the Audited Statement of Accounts for the year ended March 31,2014.

FINANCIAL PERFORMANCE (STANDALONE):

The performance of the Company for the financial year ended March 31,2014, is summarized below:

(Rs. In Lacs)

Particulars 2013-2014 2012-2013

Net Income 111.02 766.86

Less: Expenditure 44.68 546.64

Profit before Depreciation & Taxation 66.36 220.22

Less: Depreciation 0.02 0.04

Profit before Tax 66.34 220.18

Less: Taxes 22.40 83.59

Profit after Tax 43.94 136.59

Less: Transfer to Statutory Reserve Account as per Section 45-IC of 8.78 27.32 Reserve Bank of India Act, 1934

Balance carried forward to Balance Sheet 35.16 109.27

DIVIDEND:

With a view to conserve resources, your Directors do not recommend dividend for the year under review.

REVIEW OF OPERATIONS:

Your Company is a Non-deposit taking Non-Banking Financial Company. During the year under review, the Company has earned total income of Rs. 111.02 Lacs as compared to the income of Rs. 766.86 Lacs during the previous financial year. The profit after tax as on March 31,2014 amounted to Rs. 43.94 Lacs as against profit of Rs. 136.59 Lacs during the previous financial year.

AUTHORISED SHARE CAPITAL

Your Directors, in the Board Meeting held on March 31,2014, withdrew the resolutions passed through postal ballot on April 12, 2013, for increasing the Authorised Share Capital of the Company, and consequent alteration of Memorandum of Association of the Company and Preferential allotment of preference shares to Promoter of the Company.

Accordingly, appropriate resolutions in this regard are being proposed at the ensuing Annual General Meeting ("AGM") for ratification of the Members.

DIRECTORS:

Mr. Ravindra Kumar Belapurkar, Executive Whole-time Director, of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Further, being the Whole-time Director of the Company the tenure of Mr. Ravindra Kumar Belapurkar was completed on August 11,2014 and he has been recommended to be re-appointed by the Board of Directors for a tenure of one year effective from August 12, 2014, subject to the approval of Members.

The Board of Directors at their Meeting held on August 14, 2014, resolved that Mr. Nikhil Gandhi, whose period of office was not liable to determination by retirement of directors by rotation, shall be made eligible for retirement by rotation, subject to the approval of the Members, in order to have optimum number of Directors whose period of office is liable to determination by retirement of directors by rotation in terms of section 152 of the Companies Act, 2013.

Mr. V. Ramanan has been appointed as an Additional Director under the category of Independent Director, with effect from August 13, 2014, and he holds office up to the date of ensuing AGM in terms of the provision of section 161 of Companies Act, 2013. Mr. J. Alexander and Mr. V. Ramanan, who constitute the Independent Directors, have filed the requisite declarations with the Company to the effect that they qualify as Independent Director within the meaning of Section 149(6) of the said Act. Appropriate Resolutions are being proposed at the ensuing AGM to appoint them for a period of five consecutive years and they shall not be liable to retire by rotation as contemplated under Section 149 of the said Companies Act, 2013.

Brief profiles of Directors proposed to be appointed/re-appointed as aforesaid is given in the Exhibit to the Notice of ensuing AGM. The Board of Directors recommends appointment / reappointment of all the above Directors at the ensuing AGM subject to the approval of the Members.

Mr. B. S. Bhalerao resigned from the Directorship of the Company with effect from August 14, 2014, due to his ill health. The Board places on record, its appreciation for the valuable contribution made by him during his tenure.

SUBSIDIARY COMPANY:

Your Company has one wholly owned subsidiary namely JPT Share Services Private Limited ("JSSPL"). JSSPL is admitted as a Deposit Based Trading Member of Cash and Equity Derivatives Segment of BSE Limited. However, it is yet to commence the business.

As per Section 212 of the erstwhile Companies Act, 1956, the Company is required to attach the Balance Sheet, Statement of Profit and Loss together with Reports of Directors and Auditors thereon and other documents of its subsidiary companies to its Annual Report. The Ministry of Corporate Affairs (MCA), Government of India vide its General Circular No. 2/2011 and 3/2011 dated February 8, 2011 and February 21,2011, respectively, has provided an exemption to the companies from complying with section 212, subject to certain conditions being fulfilled by the Company. The Board of Directors of the Company at its Meeting held on May 30, 2014, noted the provisions of said Circular and passed the necessary resolution granting the requisite approval for not attaching the accounts, etc of JSSPL to its Annual Report for the year ended March 31,2014, subject to complying with the provisions of the said circular.

The Company undertakes that annual accounts of JSSPL and related detailed information will be made available to the Members of the Company seeking such information at any point of time. The annual accounts of JSSPL will be available for inspection at the Registered Office of the Company and of JSSPL. The Company shall furnish the hard copy of the detailed accounts of JSSPL to Members on demand.

In accordance with the requirements of Accounting Standard notified by the Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements of the Company have been prepared and the same forms part of this Annual Report. Statement of particulars of subsidiary company as per the said General Circulars issued by MCA forms part of the Consolidated Financial Statements.

PARTICULARS OF LOANS/ADVANCES GIVEN TO SUBSIDIARY COMPANY:

Pursuant to Clause 32 of the Listing Agreement, the requisite particulars of loans/advances given to subsidiary have been disclosed in the Audited Accounts of the Company for the year March 31,2014.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits under the provisions of Section 58A of the Companies Act, 1956, during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the erstwhile Companies Act, 1956, your Directors confirm that;

(i) In the preparation of annual accounts the applicable accounting standards have been followed, along with proper explana- tion relating to material departures.

(ii) They have selected such 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 affairs of the Company at the end of the financial year and of the profit and loss of the Company for that year;

(iii) 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; and

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company adopts high standards of Corporate Governance and adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). A section on Corporate Governance, along with a certificate from M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of this Report.

A review of operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which forms part of this Report.

CEO/CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to corporate governance, Mr. Ravindra Kumar Belapurkar, the Whole-time Director, in lieu of CEO/CFO, have certified the financial statements for the year ended March 31,2014. The said certificate forms part of this Annual Report.

COMPLIANCE CERTIFICATE

The Compliance Certificate for the financial year ended March 31,2014, pursuant to section 383A of the erstwhile Companies Act, 1956, issued by Mr. Aashish K. Bhatt, Proprietor of M/s. Aashish K. Bhatt & Associates, Practising Company Secretaries, forms part of this Report.

LISTING ARRANGEMENT:

The Company''s Equity shares are listed on BSE Limited. The Company has paid Annual Listing Fees to the Stock Exchange for the financial year 2014-15.

COMPANIES ACT, 2013

The Ministry of Corporate Affairs has made a major part of the provisions of the Companies Act, 2013 effective from April 1,2014. The new Companies Act, 2013 aims at enhanced disclosures and reporting for the corporate sector with numerous compliance requirements.

The new Act is a positive step towards strengthening the corporate governance regime in the country. Your Company is geared to implement and comply with the new requirements of law. As a beginning towards this, your Company constituted/re-aligned various Committees of the Board of Directors in its Board Meeting held on February 12, 2014, in accordance with the provisions of Companies Act, 2013 as under:

AUDIT COMMITTEE

The Audit Committee of your Company as on date comprises of three Directors, viz; Mr. J. Alexander (Chairperson), Mr. Ravindra Kumar Belapurkar and Mr. V. Ramanan as Members of the Committee. The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement pertaining to corporate governance norms.

In the Meeting of the Board of Directors of the Company held on August 14, 2014, the Board of Directors enhanced the terms of reference and scope and functioning of the Audit Committee to align with the revised Clause 49 of the Listing Agreement which shall become effective from October 1,2014.

The Audit Committee has reviewed the Audited Accounts of the Company for the year ended March 31,2014, annexed to this Report.

NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Companies Act, 2013, your Company in its Board Meeting held on February 12, 2014, re-aligned its existing ''Remuneration Committee'' as ''Nomination and Remuneration Committee'' with an enhanced scope and functions as stipulated under the new law. The Nomination & Remuneration Committee of the Company as on date comprises of three Directors, viz; Mr. V. Ramanan (Chairman), Mr. Nikhil Gandhi and Mr. J. Alexander as Members of the Committee.

In the Meeting of the Board of Directors of the Company held on August 14, 2014, the Board of Directors enhanced the terms of reference and scope and functioning of the Nomination and Remuneration Committee to align with the revised Clause 49 of the Listing Agreement which shall become effective from October 1,2014.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company re-aligned its existing ''Shareholders / Investor''s Grievance Committee'' as ''Stakeholders Relationship Committee'' with an enhanced scope and functioning as stipulated under the new Companies Act, 2013, iin its Board Meeting held on February 12, 2014, The Stakeholders Relationship Committee comprises three Directors, viz; Mr. V. Ramanan (Chairman), Mr. J. Alexander and Mr. Ravindra Kumar Belapurkar as Members of the Committee.

In the Meeting of the Board of Directors of the Company held on August 14, 2014, the Board of Directors enhanced the terms of reference and scope and functioning of the Stakeholders Relationship Committee to align with the revised Clause 49 of the Listing Agreement which shall become effective from October 1,2014.

AUDITORS:

The Statutory Auditors, M/s. Batra Sapra & Co., Chartered Accountants (ICAI Registration No. 000103N), hold office until the conclusion of ensuing AGM and are eligible for re-appointment for a further period of upto four consecutive years as per Section 139 of the Companies Act, 2013. M/s. Batra Sapra & Co., while offering themselves for re-appointment, have provided certificate to the effect that, their re-appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013 and they satisfy the criteria provided under Section 141 of the Companies Act, 2013.

In view of the above and based on the recommendation of the Audit Committee, the Board of Directors recommends re- appointment of M/s. Batra Sapra & Co. as the Statutory Auditors of the Company for a period of three consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 23rd AGM of the Company, subject to ratification of their appointment by the Members at every AGM held after this AGM.

AUDITOR''S REPORT:

The Auditors'' Report on the Accounts of the Company for the financial year ended March 31,2014, is self explanatory and does not require any further explanation.

INTERNAL AUDITORS:

M/s. Sanjay & Vijay Associates, Chartered Accountants (Firm Registration No. 120123W), have been appointed as Internal Auditors for conducting internal audit of the Company for the financial year 2014-15.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the employees of the Company are covered under section 217(2A) of the erstwhile Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of the business of the Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption as required under Section 217(1) (e) of the erstwhile Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, during the year under review.

There was no Foreign Exchange Earnings and Outgo during the year under review.

APPRECIATIONS AND ACKNOWLEDGEMENTS:

The Board of Directors wishes to express its sincere appreciation and thanks to all Members, Employees, Bankers, Clients, Advisors, Vendors and Government Authorities and other regulatory authorities for their consistent support and co-operation and look forward to their continued support and co-operation in future.

By Order of the Board of Directors

Place : Mumbai Alexander Joseph Date : September 04, 2014 Chairman

Registered Office: SKIL House, 209, Bank Street Cross Lane, Fort, Mumbai - 400 023

CIN : L67120MH1994PLC204636 Email : company.secretary@jptsecurities.com Website : www.jptsecurities.com


Mar 31, 2013

To The Member of JPT SECURITIES LIMITED

The Directors are pleased to present the 19th Annual Report together with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

The performance of your Company on standalone basis for the financial year ended March 31, 2013, as compared to the previous year is summarized below:

(Rs. In Lacs)

Particulars March 31, 2013 March 31, 2012

Net Income 766.86 407.30

Less: Expenditure 546.64 136.57

Profit before Depreciation and Tax 220.22 270.73

Less: Depreciation 0.04 0.07

Profit before Tax 220.18 270.66

Less: Taxes 83.59 116.88

Profit after Tax for the year 136.59 153.78

Less: Transfer to Statutory Reserve Account as per Section 45-IC of Reserve 27.32 30.76

Bank of India Act, 1934

Balance carried to Balance Sheet 370.50 261.23

Note: Previous year''s figures are regrouped/rearranged, wherever necessary.

DIVIDEND

With a view to conserve resources, the Directors do not recommend dividend for the year under review.

REVIEW OF OPERATIONS

Your Company is a Non-deposit taking Non-Banking Financial Company. During the financial year under review, the Company has earned total income of Rs. 766.86 Lacs as compared to the income of Rs. 407.30 Lacs during the previous year. The profit after tax as on March 31, 2013 amounted to Rs. 136.59 Lacs as against profit of Rs. 153.78 Lacs during the previous financial year.

SUBSIDIARY COMPANY

Your Company has one wholly owned subsidiary namely JPT Share Services Private Limited ("JSSPL"). JSSPL is admitted as a Deposit Based Trading Member of Cash and Equity Derivatives Segment of BSE Limited. However, it is yet to commence the business.

General Exemption: In terms of General Circular No. 2/2011 dated February 8, 2011 read with General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India - Ministry of Corporate Affairs under section 212(8) of the Companies Act, 1956, general exemption has been granted to companies from attaching the financial statements of subsidiaries subject to fulfillment of conditions prescribed in the said Circulars. The Company has complied with the conditions mentioned in the said circular and accordingly, the financial statements viz., Balance Sheet, Profit & Loss Account, Directors'' Report and Auditor''s Report of JSSPL have not been annexed to this Report. The brief financial information of JSSPL, as per the requirement of the said Circular, is annexed to the Consolidated Financial Statements of the Company, which forms part of this Annual Report.

Further, the Audited Accounts of JSSPL will be furnished upon written request from any Member of the Company. The Audited Accounts of JSSPL will be made available at the Company''s website i.e., www.jptsecurities.com and will also be made available for inspection at the Registered Office of the Company and JSSPL. The Consolidated Financial Statements presented by the Company in this Annual report includes financial results of JSSPL.

DIRECTORS

The Board presently consists of four Directors which include one Executive Director and three Non-Executive Directors with two of such Non-Executive Directors being Independent Directors.

Mr. J. Alexander, Non-Executive Independent Chairman, is retiring by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends the re-appointment of Mr. J. Alexander for the approval of the Members.

Mr. Rajendra Ganatra and Mr. S. Sundar resigned from the Directorship of the Company w.e.f. from April 1, 2013 and August 2, 2013, respectively, due to their pre-occupation. The Board placed on records its appreciation for the contribution made by them during their tenure as Director of the Company.

Mr. Ravindra Kumar Belapurkar, Whole-time Director, was not liable for retirement by rotation. A resolution was passed by the Board on April 1, 2013 for making him eligible for retirement by rotation in order to comply with the requirement of Section 255 of the Companies Act, 1956.

Pursuant to Clause 49 of the Listing Agreement, a brief profile of Director proposed to be re-appointed at the ensuing AGM is provided in the Notice of ensuing AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to the material departures;

b) the selected accounting policies were applied consistently and the Directors 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, 2013 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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;

d) the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Batra Sapra & Co., Chartered Accountants, Statutory Auditors of the Company, bearing ICAI Registration No. 000103N, retire at the conclusion of ensuing AGM and being eligible, have confirmed their eligibility to accept office, if re-appointed as required under the provisions of section 224(1B) of the Companies Act, 1956, the Company has obtained written certificate from the retiring Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under the said Act.

The Board recommends the re-appointment of M/s. Batra Sapra & Co., Chartered Accountants, as the Statutory Auditors of the Company.

AUDITORS'' REPORT

The Auditors'' Report to the Members on the Accounts of the Company for the financial year ended March 31, 2013, is self explanatory.

AUDIT COMMITTEE

The composition of the Audit Committee is in compliance with Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. The present constitution of Audit Committee comprises of Mr. B. S. Bhalerao as Chairman and Mr. J. Alexander and Mr. Ravindra Kumar Belapurkar as Members. The Audit Committee has reviewed the Audited Accounts of the Company for the financial year ended March 31, 2013, annexed with this Report.

SHARE CAPITAL

The Authorized Share Capital of the Company was increased from Rs. 4,00,00,000/- (Rupees Four Crores Only) divided into 40,00,000 (Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 45,00,00,000/- (Rupees Forty Five Crores only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each and 4,00,00,000 (Four Crores) Preference Shares of Rs. 10/- (Rupees Ten only) each vide Special Resolution passed by way of Postal Ballot on April 12, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, prepared in accordance with the requirements of Clause 49 of the Listing Agreement, forms part of this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange(s), a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, confirming compliance forms part of this Report.

LISTING AGREEMENT COMPLIANCES

The Equity Shares of the Company are listed on BSE Limited. The Company has paid the annual listing fees for the financial year 2013-2014 and has complied with the conditions of the Listing Agreement with BSE Limited.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public and hence there are no outstanding deposits as on March 31, 2013.

BUY BACK

No shares of the Company were bought back during the financial year under review.

COMPLIANCE CERTIFICATE

The Compliance Certificate for the financial year ended March 31, 2013, pursuant to section 383A of the Companies Act, 1956, issued by M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, forms part of this Report.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the employees of the Company are covered under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF LOANS/ADVANCES

The disclosure in terms of Clause 32 of the Listing Agreement has been made in the Audited Accounts of the Company for the financial year ended March 31, 2013, wherever necessary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of business of the Company, there are no particulars to be disclosed in respect of conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There are no Foreign Exchange Earnings and Outgo during the year ended March 31, 2013.

PERSONNEL RELATIONS

The personnel relations of the Company remained cordial and peaceful throughout the year.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The ''Green Initiative in Corporate Governance'' programme was introduced by the Ministry of Corporate Affairs vide Circulars 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011, respectively, whereby Companies were given permission to send notices, documents including Annual Report, etc. in electronic mode. This reduces paper consumption to a great extent and allows Members to contribute towards a Greener Environment.

In this regard, Company had already issued a letter to all the Members giving them an advance opportunity to register their email address (and changes therein from time to time) with the Company so that the documents can be sent to them in the electronic mode. Accordingly, the Company has arranged to send the soft copies of these documents to the E-mail IDs of Members, wherever applicable. In case any of the Members would like to receive physical copies of these documents, the same shall be forwarded, free of cost, on written request made by Members to MAS Services Limited, Registrar and Share Transfer Agents of the Company.

ACKNOWLEDGEMENT

Your Directors thank all the Members, Employees, Bankers, Clients, Vendors and Government Authorities for their support during the year under review and look forward to their continued support in the future.

By Order of the Board of Directors

Sd/-

Place: Mumbai J. Alexander

Date: August 28, 2013 Chairman


Mar 31, 2012

To The Members of JPT Securities Limited

The Directors have pleasure in presenting 18th Annual Report, together with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The salient features of the CompanyRs.s financial results (Standalone) for the year under review as compared with the figures of the previous year are as follows:

(Rs In Lacs)

Particulars March 31, 2012 March 31, 2011

Net Income 407.30 350.10

Less: Expenditure 136.57 214.84

Profit before Depreciation and Tax 270.73 135.26

Less: Depreciation 0.07 0.11

Profit before Tax 270.66 135.15

Less: Current Tax 116.89 65.00

Less: Provision for Deferred Tax (0.01) 0.01

Profit after Tax for the year 153.78 70.14

Note: Previous yearRs.s figures are regrouped/rearranged, wherever necessary.

DIVIDEND

With a view to conserve resources, the Directors do not recommend dividend for the year under review.

REVIEW OF OPERATIONS

Your Company is a Non-Deposit taking Non-Banking Financial Company (NBFC). During the year under review, the Company has earned total income of Rs. 407.30 Lacs as compared to the income of Rs. 350.10 Lacs during the previous financial year. The Company has made a profit after tax of Rs. 153.78 Lacs as against profit of Rs. 70.14 Lacs during the previous financial year.

SUBSIDIARY COMPANY

Your Company has one wholly owned subsidiary namely JPT Share Services Private Limited ("JSSPL"). JSSPL holds Deposit Based Trading Membership of Cash Segment and Equity Derivatives Segment of the BSE Limited.

General Exemption: The Ministry of Corporate Affairs, vide its General Circular No. 2/ 2011 dated February 8, 2011, has granted general exemption under section 212(8) of the Companies Act, 1956, to Companies from not attaching the accounts and related documents of subsidiaries in their Annual Report subject to fulfillment of certain conditions prescribed therein. The Company has complied with all the conditions mentioned in the said circular. Accordingly, the Balance Sheet, Profit & Loss Account, DirectorsRs. Report and AuditorRs.s Report of JSSPL have not been attached to this Report. The Financial information of JSSPL, as per the requirement of the said Circular, is annexed to the Consolidated Financial Statements.

Further, the Annual Accounts of JSSPL will be made available upon written request by any Member of the Company. The Annual Accounts of JSSPL will be made available at the CompanyRs.s website i.e., www.jptsecurities.com and will also be available for inspection at the Registered Office of the Company and JSSPL. The Consolidated Financial Statements presented by the Company includes financial results of JSSPL.

DIRECTORS

The Board presently consists of five Non-Executive Directors and one Whole-time Director. In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B. S. Bhalerao and Mr. Rajendra Ganatra, Directors of the Company, are liable for retirement by rotation at the ensuing Annual

General Meeting and being eligible, they have offered themselves for re-appointment. The Board recommends the re-appointment of Mr. B. S. Bhalerao and Mr. Rajendra Ganatra for the approval of the Members.

Pursuant to Clause 49 of the Listing Agreement, the brief profiles of the Directors proposed to be re-appointed at the ensuing Annual General Meeting are provided in the Notice of ensuing Annual General Meeting.

DIRECTORSRs. RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state that:

1) in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to the material departures;

2) the Directors have selected such 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 affairs of the Company as at March 31, 2012 and of the profit or loss of the Company for that year;

3) the Directors 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) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Batra Sapra & Co., Chartered Accountants, Statutory Auditors of the Company, bearing ICAI Registration No. 000103N, retire at the conclusion of ensuing Annual General Meeting and being eligible, have confirmed their eligibility and willingness to accept office, if re-appointed.

As required under the provisions of section 224 of the Companies Act, 1956, the Company has obtained written certificate from the retiring auditors to the effect that their re-appointment, if made, would be within the limits prescribed under the said Act.

AUDITORSRs. REPORT

The AuditorsRs. Report to the Members on the Accounts of the Company for the year ended March 31, 2012, is self- explanatory.

AUDIT COMMITTEE

The composition of the Audit Committee is in compliance with Clause 49 of the Listing Agreement. The Audit Committee of the Board comprises of Mr. B. S. Bhalerao as Chairman and Mr. S. Sundar, Mr. J. Alexander and Mr. Rajendra Ganatra as Members. The Audit Committee has reviewed the Accounts of the Company for the year ended March 31, 2012, annexed with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, prepared in accordance with the requirements of Clause 49 of the Listing Agreement, forms a part of this Annual Report.

CORPORATE GOVERNANCE

The Company has been following the principles and practices of good Corporate Governance and has ensured due compliance with all the applicable requirements stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance forms a part of this Annual Report. M/s. Aashish K. Bhatt & Associates, Practising Company Secretaries, have certified the CompanyRs.s compliance with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report on Corporate Governance.

RBI COMPLIANCES

The Company has followed the guidelines of Reserve Bank of India with regard to prudential norms, capital adequacy and other norms stipulated from time to time and as applicable to Non-Deposit taking NBFCs.

LISTING AGREEMENT

The Equity Shares of the Company are listed on BSE Limited. The Company has paid the annual listing fees for the financial year 2012-2013. The Company has duly complied with various requirements and conditions stipulated under the Listing Agreement with BSE Limited.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public and hence there are no outstanding deposits as on March 31, 2012.

BUY BACK

No shares of the Company were bought back during the financial year under review.

COMPLIANCE CERTIFICATE

The Compliance Certificate pursuant to section 383A of the Companies Act, 1956, issued by Mr. Aashish Bhatt, Practising Company Secretary, for the year ended March 31, 2012, forms part of this Report.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the employees of the Company are covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is provided hereunder:

Conservation of Energy : Not Applicable

Technology Absorption : Nil

Foreign Exchange Earnings and Outgo : Nil PERSONNEL RELATIONS

The personnel relations of the Company remained cordial and peaceful throughout the year.

INVESTOR RELATIONS

The Company continues to provide prompt investor service through quick resolution of investor grievances. The Company has designated an E-mail ID viz. company.secretary@jptsecurities.com to enable the investors to post their grievances and the Company to monitor its redressal.

The securities of your Company are listed at BSE Limited. The Members are requested to refer to General ShareholdersRs. Information given in Corporate Governance Report annexed to this report.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The 'Green Initiative in Corporate GovernanceRs. programmed was introduced by the Ministry of Corporate Affairs vide Circulars 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011, respectively, whereby Companies are permitted to send notices, documents including Annual Report, etc. in electronic mode. This reduces paper consumption to a great extent and allows Members to contribute towards a Greener Environment.

In this regard, Company had already issued a letter to all the Members giving them an advance opportunity to register their email address (and changes therein from time to time) with the Company so that the documents can be sent to them in the electronic mode. Accordingly, the Company has arranged to send the soft copies of these documents to the E-mail IDs of Members, wherever applicable. In case any of the Members would like to receive physical copies of these documents, the same shall be forwarded, free of cost, on written request made by Member to the Registrar and Share Transfer Agents of the Company i.e., MAS Services Limited.

ACKNOWLEDGEMENT

Your Directors thank all the employees, the Bankers, the Clients, Vendors and Government Authorities for their support during the year under review and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Place: Mumbai J. Alexander

Date: August 29, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

The salient features of the Companys financial results for the year under review are as follows:

Rs. In Lacs

Particulars March 31, 2010 March 31, 2009

Total Income 64.99 69.23

Total Expenditure 32.00 35.76

Profit before Depreciation and Tax 33.01 33.47

Depreciation 0.02 -

Profit before Tax 32.99 33.47

Provision for Tax / Deferred Tax 10.50 07.25

Profit after Tax 22.49 35.38

DIVIDEND

With a view to conserve resources, the Directors do not recommend any dividend for the year under review.

REVIEW OF OPERATIONS

The Company had operating revenue of Rs. 33.01 lakhs during the year under review as compared to Rs. 33.47 lakhs for the previous year and the Company has made a profit before tax of Rs. 32.99 lakhs as compared to a profit of Rs. 33.47 lakhs during the previous year.

REGISTERED OFFICE OF THE COMPANY

During the year under review, your Company has received permission under section 17 of the Companies Act, 1956 (the Act) from the Company Law Board (CLB), New Delhi Bench, for shifting the Registered Office of the Company from the NCT of Delhi to the State of Maharashtra. The Board of Directors of your Company at their meeting held on October 26, 2009 decided to shift the Registered Office of the Company from R-13 & 14, LGF, Ansal Chambers-ll, 6, Bhikajicama Place, New Delhi 110066 to B/315, 3rd Floor, Lotus House, 33 A New Marine Lines, Mumbai 400020 in the State of Maharashtra, w.e.f. May 24, 2010.

DIRECTORS

Mr. Rajendra Ganatra was appointed as Additional Director w.e.f April 22, 2010 and hold office as Director upto the date of the ensuing Annual General Meeting. The Board recommends his appointment as Director who is liable to retire by rotation. In accordance with the provisions of Sections 255 and 256 of the Companies Act, 1956, Mr. Bhalchandra Bhalerao and Mr. S. Sundar retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual

General Meeting.

Brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Memberships / Chairmanships of board committees, are provided in the notice of the meeting. Mr. N. Ravichandran has tendered his resignation from the Directorship w.e.f. September 23, 2009. The Board places on record its appreciation of the valuable services made by him during his tenure as a Director of the Company.

AUDITORS

M/s. Batra Sapra & Company, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion cf the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue. The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of section 226 of the said Act

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any reservations, qualification or adverse remark.

CORPORATE GOVERNANCE

The Company has been following the principles and practices of good Corporate Governance and has ensured due compliance of the requirements stipulated under clause 49 of the Listing Agreement with the Stock Exchange. A separate report on (a) Management Discussion and Analysis, (b) Corporate Governance and (c) Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance are annexed to the Annual Report.

LISTING AGREEMENT COMPLIANCES

The Companys equity shares are listed on the Bombay Stock Exchange Limited (BSE) and listing fees has been paid up to date.

The Company has duly complied with various requirements and compliances under various clauses of Listing Agreement from time to time, as required by the listed company.

SUBSIDIARY COMPANY

The Company does not have any subsidiary companies.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that: -

1. In the preparation of the annual accounts, the applicable accounting standards have been followed;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

3. The Directors 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. The annual accounts have been prepared on going concern basis. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorptions is not applicable to the Company.

The Directors also certify that during the year, the Company had neither any income nor any expenses were incurred in Foreign Exchange.

PERSONNEL

The information required pursuant to provisions of Section 217(2A) of the Companies Act, 1956 relating to the Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company, is not applicable to the Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the co-operation and support received from all the stakeholders.

For and on behalf of the Board

J. Alexander Chairman

Place: Mumbai

Date: May 21, 2010



 
Subscribe now to get personal finance updates in your inbox!