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TO THE MEMBERS OF JAI MATA GLASS LIMITED
The Directors take pleasure in presenting the Thirty Seventh (38th) Annual Report together with the audited financial statements of your Company for the year ended March 31, 2018.
1. FINANCIAL RESULTS:
The financial performance of your Company for the year ended March 31, 2018 is summarized below:
|Current Year 2017-18||Previous Year 2016-17|
|Sales & operating Income||24.06||0.00|
|Profit/loss before tax||49.59||(354.48)|
|Add: Exceptional/Extraordinary items||-||118.084|
|Profit for the year||49.59||826.36|
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. See notes of annual results
The Company is exploring and evaluating new business opportunities and trying to revamp their financial conditions therefore no dividend is recommended.
Your Company has not accepted any deposits from the public during the year under review.
5. 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.
6. 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. Details of contracts entered with related party during the year are set out in form AOC-2 attached as Annexure-II. The Directors draw attention of the members to Note No 36 of the financial statements which set out related party transaction disclosures.
7. 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. 16 of the audited accounts.
8. 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.
9. 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 A"
10. BOARD OF DIRECTORS:
Mrs. Anu Marwah (DIN: 00645864), director of the Company, retires by rotation at the ensuing annual general meeting and, being eligible, has offered herself 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.
11. 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.
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.
13. 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.
14. 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 2017-18. The said meeting was attended by the Independent Directors of your Company.
15. 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, 2018 and of the profit earned by the Company during the year ended on that date.
(iii) The Directors 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;
(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.
16. STATUTORY AUDIT:
The Companys Auditors, KR & Co., Chartered Accountants, New Delhi retire at the ensuing Annual General Meeting of the Company and have expressed their unwillingness to be re-appointed.
Ms V. Sachdeva & Associates, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company. As required under Regulation 33 of SEBI (Listing Obligations and Disclosures requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.. The Board of Directors recommends the appointment of M/s V. Sachdeva & Associates, Chartered Accountants as Statutory Auditors of the Company for the financial year ending March 31, 2019.
17. 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 Mrs Nandita Gujarati (Certificate of Practice No: 9549), 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 B".
18. 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.
19. 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.
20. 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|
21. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in form MGT 9 is attached as "Annexure C".
22. 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.
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: August10, 2018||(Managing Director)|