Jai Mata Glass Ltd Directors Report.

TO THE MEMBERS OF JAI MATA GLASS LIMITED

The Directors take pleasure in presenting the Thirty Nine (39th) Annual Report together with the audited financial statements of your Company for the year ended March 31, 2019.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31, 2019 is summarized below:

Rs. Lacs

Current Year 2018-19 Previous Year 2017-18
Sales & operating Income 16.43 24.06
Other Income 49.89 63.76
Profit/loss before tax 22.91 49.59
Current Tax 4.41 10.85
MAT Credit entitlement (4.41) (10.85)
Profit for the year 22.91 49.59

2. STATE OF COMPANYS AFFAIRS AND RESULTS OF OPERATIONS:

Your Company is a Public Listed Company domiciled in India and incorporated under the provision of Companies Act, 1956. Its shares are listed on the Bombay Stock Exchange. The Company is engaged in the business of trading in glass and procuring orders as a sales agent in the eastern and northern regions of India.

3. SHARE CAPITAL:

The paid up Share Capital of your Company as at March 31, 2019 was Rs 10,00,00,000 which comprises 10,00,00,000 fully paid equity shares of Re. 1.00 each.

4. DIVIDEND:

The Company is exploring and evaluating new business opportunities and trying to revamp their financial conditions therefore no dividend is recommended.

5. DEPOSITS:

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

6. SUBSIDIARIES , JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year, no company had become a subsidiary or associate company of your Company. Further, your Company had not entered into any joint venture with any other company or other entity.

7. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transaction entered into by your Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year under review, your Company had entered into contracts/arrangements/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Disclosure of particular of contracts/arrangements entered into by the Company with related parties is attached as "Annexure A".

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note no. 4&8 of the audited accounts.

9. MATERIAL CHANGES AND COMMITMENTS:

There is no material change affecting the financial position of the Company which has occurred between the end of the financial year of the Company and upto the date of this report.

10. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is presented in a separate section which forms part of the Annual Report as "Annexure B"

11. BOARD OF DIRECTORS:

Mr. Samir Katyal (DIN: 00645810), director of the Company, retires by rotation at the ensuing annual general meeting and, being eligible, has offered himself for reappointment.

The Independent directors of the Company have confirmed that they are qualified to hold office as independent directors of the Company as per the provisions of section 149(6) of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013, and Regulation 17 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance as well as that of its committees and individual directors.

Mr. Vijay Kumar Nayar was appointed as an Independent Director w.e.f. July 18, 2019.

12. COMMITTEES:

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been constituted amongst members of the Board. The present composition of the various committees are as under:

S. No. Name of the Committee Chairman Members
1 Audit Committee Mr. Sanjay Kumar Sareen Mr. Chander Mohan Marwah
Mr. Ambarish Chatterjee
2 Stakeholders Relationship Committee Mr. Sanjay Kumar Sareen Mr. Chander Mohan Marwah
Mrs. Anu Marwah
3 Nomination and Remuneration Committee Mrs. Anu Marwah Mr. Sanjay Kumar Sareen
Mr. Ambarish Chatterjee

13. KEY MANAGERIAL PERSONNEL

Mr. Narender Kumar Sharma resigned from the office of Company Secretary & Compliance Officer of the Company w.e.f. April 13, 2019. Your Company is looking for a suitable candidate to be appointed as Company Secretary & Compliance Officer provisions of Section 203 of Companies Act, 2013.

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013, and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, the individual directors as well as evaluation of working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship and Investment Committee.

15. MEETINGS:

During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held, the details where of are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

16. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has duly constituted the Nomination and Remuneration Committee and the Stakeholders Relationship Committee comprising non-executive directors of which not less than one half of the members are independent directors.

17. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the Company held a meeting during the year for the financial year 2018-19. The said meeting was attended by the Independent Directors of your Company.

18. SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee where any grievance of sexual harassment at workplace can be reported. No complaint pertaining to sexual harassment at workplace has been reported to the Committee during the financial year ended March 31, 2019.

The Company has also adopted policy on prevention of Sexual Harassment at workplace. The objective of the policy is to provide its women employees, a workplace, free from harassment/discrimination and the every employee is treated with dignity and respect. The said policy is available on the website of the Company. i.e., www.jaimataglass.com .

19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud and mismanagement, if any. The details of Vigil Mechanism/ Whistle Blower Policy are explained in the Corporate Governance Report and have also been posted on the website of the Company.

20. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the Securities Exchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations, 2015. Mr. Khushal Joshi Practicing Company Secretary has certified that none of the Directors on the Board of the Company for the Financial year ended 31st March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other statutory authority.

The aforesaid Certificate is attached as " Annexure C"

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) 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, 2019 and of the profit earned by the Company during the year ended on that date.

(iii) The Directors have taken proper and sufficientcare 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;

(iv) The Directors have prepared the annual accounts of the Company on a ‘going concern basis;

(v) The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such system are adequate and operating effectively.

22. STATUTORY AUDIT:

The Companys Auditors, M/s V Sachdeva & Associates Chartered Accountants (Firm Registration No. 0513271C), New Delhi, have expressed willingness to be reappointed in the ensuing Annual General Meeting (AGM) .Your Company proposes to re-appoint, M/s V Sachdeva & Associates Chartered Accountants (Firm Registration No. 0513271C), New Delhi to hold office till the conclusion of fourty Annual General Meeting in the year 2020.

23. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr Khushal Joshi (Certificate of Practice No: 19318), Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year under review is attached as "Annexure D".

24. QUALIFICATION IN REPORTS OF AUDITORS AND PRACTISING COMPANY SECRETARY:

Your Company has not been regular in depositing statutory and the overdue outstanding in respect of barrier tax, value added tax/ central sales tax , Mandi tax dues for reason of restricted cash flows.

25. CORPORATE GOVERNANCE:

Your Company is committed to maintain highest standard of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the prescribed stipulations. The Report on Corporate Governance, as stipulated under Regulation 17,18, 19,20,21,22,23,24,25,26,27 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under the aforesaid Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

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

Due to non-applicability of the provisions relating to conservation of energy and technical absorption, no particulars are required to be disclosed in this Report.

Foreign Exchange Earnings and Outgo: Rs. Lacs
Foreign Exchange Earned Nil
Foreign Exchange Used Nil

28. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9, as per the provisions of the Companies Act, 2013 and rules thereto is annexed to this report. Extract of Annual Return is annexed as "Annexure E".

27. PARTICULARS OF EMPLOYEES:

There is no employee who was employed throughout the year or for part of the year and whose particulars are required to be given in terms of section 134 of the Companies Act, 2013, read together with the Companies (Particular of Employees) Rules 1975.

28. ACKNOWLEDGEMENTS:

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the shareholders and clients of the

Company and look forward to their continued support.

For and on behalf of the Board of Directors
Place: New Delhi Chander Mohan Marwah
Date: August 14, 2019 (Managing Director)
DIN: 00172818