Directors Report of JMG Corporation Ltd.

Mar 31, 2014

THE MEMBERS

The Directors of the Company present the 25th Annual Report of your Company with Audited Accounts for the financial year ended on 31st March, 2014.

Financial Results and performance of the Company.

The summarized working results for the financial year ended on 31st March, 2014 as compared with the previous year are as under:-

Particulars Current year Previous Year 2013-2014 2012-2013 (Rs. In Lacs) (Rs. In Lacs)

Revenue from operation 7.50 51.72

Other Income 527.04 174.30 Profit before depreciation and Tax 385.64 63.65

Less : Depreciation 9.89 43.82

Profit before Tax 375.75 19.83

Less:

a) Current Income Tax 71.60 3.78

b) Short and Excess provision for NIL 1.36 Income Tax

Profit after Tax 304.15 17.41

The Company''s plans for new activities have not been successful so far and only limited fees were earned in its consultancy activities. However, efforts are continuing to add new activities, including trading, and the Directors hope for some progress in these in the second half of the current year.

As reported in last year''s Report, factory including land and building were disposed off. The sale was completed during the year and profit on the sale amounting to Rs 44.2 million are shown as other income in the accounts.

Trading in securities of the Company:

The securities of the Company are listed on Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

Dividend:

The Directors do not recommend any dividend keeping in view expansion plans of the company.

Public Deposits:

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Directors'' Responsibility Statement:

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

1. In preparation of the accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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 financial year ended 31st March, 2014.

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 a ''going concern'' basis.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pramod Kumar Nanda, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment as Director on the Board.

Mr. Jagdish Das Shah, Mr. Brijesh Kumar Gujrati and Mr. Rajesh Kumar Gupta resigned from the directorship of the company with effect from 05-09-2013.

Key Managerial Personnel

Mr. Kanhaiya Kumar Jha and Mr. Satya Prakash Singh were appointed as Chief Financial Officer and Chief Executive Officer of the company respectively by the Board of Directors.

Ms. Shruti Pandey was appointed Company Secretary w.e.f. 28-05-2014 and designated as Key Managerial Personnel from the above said date.

Accounts and Auditors Report:

The observations contained in the Auditors'' Report and Notes to Accounts are self-explanatory and do not require any explanations from Directors.

Auditors:

M/s Andros & Co., Chartered Accountants, Statutory Auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Particulars of Employees:

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, as amended, therefore, no disclosure is required.

Conservation of energy and technology absorption and foreign exchange earnings and outgo:

The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption and earnings & outgo in foreign exchange are enclosed as Annexure - A which forms part of this report.

Corporate Governance:

Your Company has followed corporate governance practices since inception in accordance with the Code of Corporate Governance. The attached Report together with a certificate from Statutory Auditors in compliance with Clause 49 of the Listing Agreement forms part of this Report.

Secretarial Compliance Certificate

A compliance certificate from a practicing Company Secretary annexed hereto and forms part of the Report. Statement pursuant to listing agreement (s):

The Company''s securities are presently listed at The Bombay Stock Exchange Limited (BSE) and The Delhi Stock Exchange Limited (DSE). The listing fees to BSE and DSE have been paid.

The Management''s Discussion and Analysis in compliance with Clause 49 of the Listing Agreement forming part of this Report is attached.

Acknowledgements:

Your Directors gratefully acknowledge co-operation and assistance extended by all stakeholders, employees and Bankers and look forward to their continuing support.

By order of the Board For JMG CORPORATION LIMITED

Sd/- Sd/- Mohan Dhar Diwan Avantsa Krishna Whole TimeDirector Director Place: - New Delhi DIN- 01888051 DIN- 00904526 Date:- 14-08-2014 D-23, G.K. 001, Building Enclave-1 No. 1 NEW DELHI-110048 Park View Apartment Mandi Road, New Mangla Puri New Delhi-110030

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Mar 31, 2013

TO THE MEMBERS

The Directors of the Company present the 24th (Twenty Fourth) Annual Report of your Company with Audited Accounts for the financial year ended on 31st March, 2013.

Financial Results and performance of the Company.

The summarized working results for the financial year ended on 31st March, 2013 as compared with the previous year are as under:-

Particulars Current year Previous year 2012-2013 2011-2012 (Rs. in Lacs)(Rs. in Lacs)

Net Sales & Other Income 226.03 1587.54

Profit before depreciation and Tax 63.65 26.89

Less : Depreciation 43.82 42.27

Profit/(Loss) before Extra Ordinary Item and Tax 19.83 (15.37)

Profit/(Loss) before Tax 19.83 (15.37)

Less:

a) Current Income Tax 3.77

b) Short and Excess provision for Income Tax 1.35

Profit/(Loss) after Tax 17.41 (15.37)

During the current year, after closing of the accounts for the year ended 31 March 2013, the assets of the factory, including land and buildings were disposed of. The Directors are considering new business activi- ties for the future and some studies have been completed while others are still under study.

Trading in securities of the Company:

The securities of the Company are listed on Bombay Stock Exchange Limited and Delhi Stock Exchange Limited.

Dividend:

In view of paucity of funds and future requirements for new business activities, the Directors do not recommend any dividend for the year under review.

Public Deposits:

The Company has not accepted any deposits including fixed deposits from the public under Section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Directors'' Responsibility Statement:

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

1. In preparation of the accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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 financial year ended 31st March, 2013;

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 a ''going concern'' basis.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Mohan Dhar Diwan, Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for re-appointment. Your Directors recommend his re- appointment as Director on the Board at the ensuing Annual general Meeting.

Mr. Avantsa Krishna and Mr. Satish Kumar Grover were appointed as Additional Directors of the Company with effect from 14/08/2012 and 30/05/2013 respectively in accordance with the provisions of Section 260 of the Companies Act, 1956. The Company has received notice in writing from members of the Company under Section 257 of the Companies Act, 1956 signifying their intention to propose the appointment of Mr. Avantsa Krishna and Mr. Satish Kumar Grover as Directors of the Company.

Mr. Mohan Dhar Diwan was appointed as Whole Time Director of the company w.e.f. 15/05/2012. Mr. Mahendra Kumar Shah resigned from the post of Managing Director of the company w.e.f. 21/06/2012.

Accounts and Auditors Report:

The observations contained in the Auditors'' Report and Notes to Accounts are self-explanatory and do not require any explanations from Directors.

Auditors:

Andros & Co., Chartered Accountants, Statutory Auditors of the company retires at the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received its consent that the appointment, if made, would be within the prescribed limits of Section 224 (1B) of the Companies Act, 1956.

Particulars of Employees:

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, as amended, therefore, no disclosure is required.

Conservation of energy and technology absorption and foreign exchange earnings and outgo:

The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption and earnings and outgo in foreign exchange are enclosed as Annexure – A which forms part of this report.

Corporate Governance:

Your Company has followed good corporate governance practices since inception and in accordance with the code of Corporate Governance. A detailed Corporate Governance Report together with a certificate from Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached and forms part of this report.

Secretarial Compliance Certificate

The Company has obtained compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

Statement pursuant to listing agreement (s):

The Company''s securities are presently listed at The Bombay Stock Exchange Limited (BSE) and The Delhi Stock Exchange Limited (DSE). The listing fees to BSE and DSE have been paid.

The Management''s Discussion and Analysis in compliance with Clause 49 of the Listing Agreement forming part of this Report is attached.

Acknowledgements:

Your Directors gratefully acknowledge co-operation and assistance extended by all stakeholders, employees and Bankers and look forward to their continuing support

For and on behalf of Board of Directors

Sd/-

Place: - New Delhi Pramod Kumar Nanda

Date:- 14-08-2013 Chairman

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Mar 31, 2012

The Directors of the Company present the 23rd (Twenty Third) Annual Report of your Company with Audited Accounts for the financial year ended on 31st March, 2012.

Financial Results and performance of the Company.

The summarized working results for the financial year ended on 31st March, 2012 as compared with the previous year are as under:-



Particulars Current year Previous Year 2011-2012 2010-2011 (Rs. In Lacs) (Rs. In Lacs)

Net Sales & Other Income 1587.54 5182.35

Profit before depreciation and Tax (26.89) 214.16

Less : Depreciation 42.27 41.66

Profit/(Loss) before Extra Ordinary Item and Tax (15.37) 172.50

Profit/(Loss) before Tax (15.37) 172.50

Less: a) Current Income Tax - 34.38

b) Current Fringe Benefit Tax - NIL

Profit/(Loss) after Tax (15.37) 138.03

Less : Balance, being Loss brought forward From Previous Year - 70.56

Balance, being Loss carried to Balance Sheet (15.37) 67.47

The Company has suffered a loss with substantial fall in turnover as earlier foreseen, with trading activity reaching its end as reported last year. Sales turnover was Rs 1486.66 Lacs as against Rs. 5179.50 Lacs leading to a loss of Rs, 15.37 Lacs against a profit of Rs. 138.03 Lacs for the previous year.

Your Directors have not yet succeeded in finalizing any new business opportunity but efforts are continuing both in building and construction activity and also in project advisory services.

Trading in securities of the Company:

The securities of the Company are listed on Bombay Stock Exchange Limited and Delhi Stock Exchange Limited. The shareholders are aware trading in equity shares of the Company was resumed at Bombay Stock Exchange (BSE) from August, 2009.

Dividend

For the year under review, the Directors do not recommend any dividend due to the loss for the year and uncertainties of new businesses under review.

Public Deposits:

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Directors' Responsibility Statement:

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

1. In preparation of the accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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 financial year ended 31st March, 2012.

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 a 'going concern' basis.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Anil Kumar Agrawal and Mr. Pramod Kumar Nanda, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment as Director on the Board at the ensuing Annual general Meeting.

Mr. Mohan Dhar Diwan was appointed as additional Director of the company with effect from 15/05/ 2012 in accordance with the provisions of section 260 of the Companies Act, 1956. The Company has received notice in writing from members of the Company under section 257 of the Companies Act, 1956 signifying their intention to propose the appointment of Mr. Mohan Dhar Diwan as Director of the company.

Accounts and Auditors Report:

The observations contained in the Auditors' Report and Notes to Accounts are self-explanatory and do not require any explanations from Directors.

Auditors:

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

Particulars of Employees:

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended, therefore, no disclosure is required.

Conservation of energy and technology absorption and foreign exchange earnings and outgo:

The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption and outgo in foreign exchange are enclosed as Annexure - A which forms part of this report.

Corporate Governance:

Your Company has followed good corporate governance practices since inception and in accordance with the code of Corporate Governance. A detailed Corporate Governance Report together with a certificate from Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached and forms part of this report.

Secretarial Compliance Certificate

The Company has obtained compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

Statement pursuant to listing agreement (s):

The Company's securities are presently listed at The Bombay Stock Exchange Limited (BSE) and The Delhi Stock Exchange Limited (DSE). The listing fees to BSE and DSE have been paid.

The Management's Discussion and Analysis in compliance with Clause 49 of the Listing Agreement forming part of this Report is attached.

Acknowledgements:

Your Directors gratefully acknowledge co-operation and assistance extended by all stakeholders, employees and Bankers and look forward to their continuing support.

For and on behalf of Board of Directors

Sd/-

Place: - New Delhi P. K. Nanda

Date:- 20-06-2012 Chairman

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Mar 31, 2010

The Directors of your Company present the 21st (Twenty First) Annual Report with Audited Accounts for the year ended 31st March, 2010.

Financial Results and performance of the Company.

The summarized working results for the year ended 31st March, 2010 as compared with the previous year are as under:-

Particulars Current year Previous Year

2009-2010 2008-2009

(Rs. In Lacs) (Rs. In Lacs)

Net Sales & Other Income 5234.73 4849.54

Profit before depreciation and Tax 116.96 121.50

Less : Depreciation 39.30 60.67

Profit/(Loss) before Extra Ordinary Item and Tax 77.66 60.84

Profit/(Loss) before Tax 99.03 109.34

Less:

a) Current Income Tax 15.30 7.09

b) Current Fringe Benefit Tax NIL 1.78

Profit/(Loss) after Tax 83.73 100.47

Less :Balance, being Loss brought forward From 154.29 254.76

Previous Year

Balance, being Loss carried to Balance Sheet 70.56 154.29

The Company has achieved a sales turnover of Rs. 52.22 Crore as against Rs. 48 Crores in the previous year, therefore, registering an annual growth of 8.79%. Trading activity has shown considerable progress. The manufacturing activity has ceased.

Your Directors foresee reasonable growth of the trading business segment which will assist in sustaining and growing profits of the Company. The Board will review if other activities, if any, can be added to the Companys business in the near future.

Trading in securities of the Company:

We are pleased to inform you that after strenuous efforts the trading in the equity shares of the Company was resumed at Bombay Stock Exchange (BSE) from August, 2009. This step will provide more liquidity in the market and ability to invest in the Companys shares through the market..

Dividend

The Board of Directors does not recommend any dividend for the year 2009-2010.

Public Deposits:

The Company has not accepted any deposits including fixed deposits from the public under section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

Directors Responsibility Statement:

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

1. In preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departures;

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 of the Company for the financial year ended 31st March, 2010.

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 a ‘going concern basis.

Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pramod Kumar Nanda and Mr. Brijesh Kumar Gujrati, Directors of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment to the Board of Your Company.

Mr. Anil Agrawal was appointed as an Additional Director of the Company with effect from 23rd August, 2010, in accordance with Section 260 of the Companies Act, 1956. The Company has received a notice in writing from a Member of the Company under Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr. Anil Agrawal as a Director of the Company.

Mr. M.D. Gujrati resigned from the Board of Directors with effect from 30th November 2009 due to his preoccupation with his other professional obligations.

Accounts and Auditors Report:

The observations contained in the Auditors Report and Notes to Accounts are self-explanatory and do not require any explanations from Directors.

Auditors:

M/s MAPASA & Co., Chartered Accountants, Statutory Auditors of the company shall hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Company has received intimation to this effect that their re-appointment, if made, would be within the prescribed limits of Section 224 (1) of the Companies Act1956.

Particulars of Employees:

None of the employees are in receipt of remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, therefore, no disclosure is required.

Conservation of energy and technology absorption and foreign exchange earning and outgo:

The particulars under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 on conservation of energy, technology absorption and outgo in foreign exchange are enclosed as Annexure – A which forms a part of this report.

Corporate Governance:

Your Company has followed good corporate governance practices since inception and in accordance with the code of Corporate Governance. A detailed Corporate Governance Report together with a certificate from Statutory Auditors in compliance with Clause 49 of the Listing Agreement is attached forms a part of this report.

Secretarial Compliance Certificate

The Company has obtained compliance certificate from a practicing Company Secretary and the same is annexed hereto and forms part of the report.

Statement pursuant to listing agreement (s):

The Companys securities are presently listed at The Bombay Stock Exchange Limited (BSE) and The Delhi Stock Exchange Association Limited (DSE). The listing fees to BSE and DSE have been paid. The Managements Discussion and Analysis in compliance with Clause 49 of the Listing Agreement forming a part of this Report is attached.

Acknowledgements:

Your Directors gratefully acknowledge co-operation and assistance extended by all stakeholders, employees and Bankers and look forward to their continuing support.

For and on behalf of Board of Directors

Place: - New Delhi P. K. Nanda

Date:- 23.08.2010 Chairman