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 : [email protected]
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 : [email protected]
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. [email protected] 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