jeet machine tools ltd Directors report

To The Members, Jeet Machine Tools Limited

Your Directors have pleasure in presenting the 33^rd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2017.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Companys performance during the year ended 31^st March, 2017 as compared to the previous financial year, is summarized below:

		(Amount in INR)
Particulars	For the financial year ended 31st March, 2017	For the financial year ended 31st March, 2016
Income	2,905,374	1,433,796
Less: Expenses	2,114,548	1,689,549
Profit/ (Loss) before tax	7	(255,753) 9
Less: Provision for tax:
Current Tax	7	0
Deferred tax	(231,980)	(103,673)
Profit/ (Loss) after Tax	1,015,544	(152,080)
Balance carried to Balance sheet	1,015,544	(152,080)

b. OPERATIONS:

The Company continues to be engaged in the activities pertaining to dealing in Work Shop Machinery for Tool Room such as Lathe Machine, Shaping Machine, Hacksaw Machine, Drill Machine, Hydraulic Press, Bench Grinder etc. for maintenance. Sheet Metal Machinery such as Mechanical & Hydraulic Shearing, Press Brake, Sheet Folding Machine & Pyramid Type Plate Bending Machine for Fabrication. However has not carried out any activities during the year under review due to unfavourable market conditions.

There was no change in nature of the business of the Company, during the year under review.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any Subsidiary, Associate and Joint Venture Company.

d. DIVIDEND:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

Your Directors have not recommended transfer of any amount out of the profit for the year to reserves.

f. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements pertaining to previous financial years, during the year under review.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Sections 73 and 74 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013: Except as disclosed elsewhere in this report, no material changes a nd commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

j. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

k. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and on an arms length basis. None of the related party transactions entered into by the Company were material transactions.

Details of related party transactions entered into by the Company during the financial year are provided in Note 24 to the Financial Statements

l. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the year under review the Company has not made any investment in securities or advanced any loans or given any guarantees or provided security in connection with a loan to persons or body corporate in terms of Section 186 of the Companies Act, 2013. Details pertaining to the investments made in the previous years are disclosed in Note No. 9 of the Financial Statements.

m. SHARE CAPITAL:

The Company has not issued any shares during the year under review and hence there was no change in the issued, subscribed and paid-up-share capital of the Company. Further, the Company has not allotted any shares to its employees and accordingly disclosures under Section 43(a)(ii), Section 54(1)(d) and Section 62(1)(b) of the Companies Act, 2013 read with relevant rules are not required to be furnished. The Company does not have a scheme of ESOP and hence disclosures pursuant to Section 67(3) of the Companies Act, 2013 are also not required to be furnished.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

There was no change in Directorship of the Company during the year under review.

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Kawaljit Singh Chawla (DIN: 00222203) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Your Directors recommend his appointment.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming their independence vis-a-vis the Company as provided under Section 149(6) of the Companies Act, 2013.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 4 (Four) times during the financial year ended 31^st March, 2017 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

b. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2017, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable a ccounting standards had been followed along with proper explanation relating to material departures; b. such accounting policies have been selected and 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 31^st March, 2017 and of the profit of the Company for that year; c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts of the Company have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

c. AUDIT COMMITTEE:

The Audit Committee comprises of the following Directors pursuant to Section 177 of the Companies Act, 2013 as on 31^st March, 2017:

1. Mr. Narendra Mansingka, Chairman Independent Director;

2. Ms. Mohini Hingorani, Member Independent Director; and

3. Mr. Kulwant Singh Kohli, Member Non Executive Director.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

d. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee pursuant to Section 178 of the Companies Act, 2013 on 31^st March, 2017 comprises of the following:

1. Mr. Narendra Mansingka, Chairman Independent Director;

2. Ms. Mohini Hingorani, Member Independent Director; and

3. Mr. Kulwant Singh Kohli, Member Non Executive Director.

The Board has in accordance with the provisions of Section 178(3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The aforementioned detailed Policy duly approved and adopted by the Board is appended as Annexure I to this Report.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a Vigil Mechanism Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

f. RISK MANAGEMENT POLICY:

The development and implementation of the Risk Management Policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

g. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria as laid down by the Nomination and Remuneration Committee.

In a separate meeting of the Independent Directors, the performance of Non-Independent Directors, the Board as a whole and of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Directors.

Performance evaluation of both the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

h. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF THE COMPANIES(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Company did not pay any remuneration to its Directors and Key Managerial Personnel during the year under review, therefore no details are required to be furnished as required in accordance to Section 197(12) of Companies Act, 2013.

j. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

The Company does not have any Holding or Subsidiary Company and hence disclosure under this clause is not applicable.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2017:

The observations made by the Statutory Auditors in their report for the financial year ended 31^st March, 2017 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. FRAUD REPORTING:

During the year under review, there were no instances of material or serious fraud has been observed / detected by the Statutory Auditors of the Company.

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^ST MARCH 2017: The Company has, pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, obtained Secretarial Audit Report from M/s. Rathi and Associates, Company Secretaries for the financial year 2016-17. The said Report is appended as Annexure II and forms part of this Report.

The observations/comments of the Secretarial Auditors as mentioned in the Secretarial Audit Report and the Managements responses to the remarks of Secretarial Auditors are as under:

1. The Company is in the process of complying with the provisions related to:

a. Appointment of whole time Company Secretary under Section 203 of the Companies Act, 2013. b. Appointment of Internal Auditors under Section 138 of the Companies Act, 2013. c. Maintenance of functional website under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. The equity shares held by one of the Promoters, in the name of Karta of Hindu Undivided Family, could not be dematerialized due to technical errors and accordingly has continued to be held in the physical form.

d. RE-APPOINTMENT OF STATUTORY AUDITORS FOR THE FY 2016-17:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. J. S. Bhatia & Co., Chartered Accountants, (Firm Registration Number 118806W) the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The Board recommends the re-appointment of M/s. J. S. Bhatia & Co., Chartered Accountants as the Statutory Auditors of the Company for the financial year 2017-2018, to hold office from the conclusion of the ensuing Annual General Meeting up to the conclusion of the next Annual General Meeting.

Necessary resolution for re-appointment of the said Auditors is included in the Notice of the ensuing Annual General Meeting for seeking approval of members.

5. OTHER DISCLOSURES:

Other disclosures as per the provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return in Form MGT-9 for the financial year ended 31^st March, 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure III which forms part of this Report.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

During the year under review, the Company has neither earned nor used any foreign exchange.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company was not required to constitute the Stakeholders Relationship Committee. However, the Company has taken necessary steps to address the grievances of investors from time to time and the Company has appointed TSR Darashaw Limited as its Registrar and Share Transfer Agents to carry out the functions of transfer of shares held in physical mode. During the year under review, the Company has not received any grievances from the stakeholders.

d. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2 014 were not applicable to your Company during the Financial Year 2016-17.

e. COST AUDITORS:

The Central Government of India has not specified the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

f. MANAGEMENT DISCUSSION ANALYSIS:

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is attached and marked asAnnexure IV, forms part of this Report.

g. SEXUAL HARASSMENT POLICY:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Investigation and Redressal Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 a nd rules thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

In addition, your Directors also place on record their sincere appreciation of the commitment and hard work put in by the Registrar & Share Transfer Agent, all the suppliers, sub contractors, consultants, clients and employees of the Company.

FOR AND ON BEHALF OF THE BOARD
AJIT SINGH CHAWLA	KAWALJIT SINGH CHAWLA
MANAGING DIRECTOR	DIRECTOR
DIN: 02451259	DIN: 00222203
Date: 20th May, 2017
Place: Mumbai

ANNEXURE I

Nomination & RemunerationPolicy Charter Purpose

The purpose of the Nomination and Remuneration Committee (the "Committee") of the Board of Directors (the "Board") shall be to assist the Board in discharging its responsibilities relating to compensation of the Companys executive directors and other senior level employees. The Committee has the overall responsibility of approving and evaluating the adequacy of the compensation plans, policies, programs and succession plans for Companys Executive Directors and the Chief Executive Officer.

Membership and organization

The Committee shall consist of not less than three members two of them shall be Independent Directors.

The Committee shall designate one of its members as the chairperson.

Responsibilities

The Committee shall have the following authority to:

- annually review and approve for the CEO and Executive Directors the corporate goals and objectives applicable to the CEO / Executive Directors, evaluate at least annually the CEOs / Executive Directors performance in light of those goals and objectives, and determine and approve the appointment CEOs/ Executive Directors and shall also annually review:

(a) annual base salary,

(b) annual incentive bonus, including the specific goals and amount, (c) equity compensation,

(d) employment agreements, severance arrangements, and change in control agreements / provisions, and (e) Any other benefits, compensation or arrangements, based on this evaluation.

- review the performance of all the executive directors each quarter, on the basis of detailed performance parameters set for each of the executive directors at the beginning of the year. The committee may, from time-to-time, also evaluate the usefulness of such performance parameters, and make necessary amendments.

- recommend to the Board incentive compensation plans. The Committee may review the Companys incentive compensation a rrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk.

- review and reassess the adequacy of this charter annually andrecommend any proposed changes to the Board for approval.

- to review its own performance and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate. and shall responsible to:

- administer the Companys equity incentive plans, including the review and grant of awards to eligible employees under the plans and the terms and conditions applicable to such awards, subject to the provisions of each plan.

- maintain regular contact with the leadership ofthe Company. This should include interaction with the Companys leadership development institute, reviewof data from the employee survey and regular review of the results of the annual leadership evaluation process.

Advisors

The Committee may seek the advice of the external specialized agencies in fixation and evaluation of remuneration of the CFO, executive directors and other senior level personnel. The Committee shall have the sole authority to select, retain and terminate the services of any compensation consultant to be used to assist in the evaluation of compensation for the CFO, executive directors or senior management, and shall have the sole authority to approve the consultants fees and other retention terms and oversee the consultants work. The compensation committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The committee shall set the compensation, and oversee the work, of its external legal counsel, accountants and other advisors with respect to compensation matters.

The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a Committee of the Board, for the payment of compensation to its compensation consultants, external legal counsel and any other advisors with respect to compensation matters in retaining or seeking advice from compensation consultants, outside counsel and other advisors, the committee must take into consideration the recommendation of the Board in this regards.

The Committee may retain, or receive advice from, any compensation advisor as they may deem fit and proper, including directors that are not independent, after considering the specified factors. The Committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation infavor of executive officers or directors and that is generally available to all salaried employees orproviding information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.

Meetings and reports

The committee shall meet as often as may be required to fulfill its responsibilities.

- The Committee is governed by the same rules regarding meetings (including through video conferencing meetings), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

- The Committee shall make regular reports to the Board regarding its actions and make recommendations to the Board as appropriate.

- The Committee shall prepare such reports as may be required by any law, rule or regulation to which the Company is subject.

- The Committee may invite such members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present, and the CFO and any other such officers shall not be present at meetings at which their compensation or performance is discussed or determined.

Compensation

Members of the Committee shall receive such fees, if any, for their services as committee members as may be determined by the Board.

For and on behalf of the Board
Ajit Singh Chawla	Kawaljit Singh Chawla
Managing director	Director
DIN: 02451259	DIN: 00222203
Date: 20th May, 2017
Place: Mumbai