jay energy & s energies ltd share price Directors report


To,

THE MEMBERS,

Your directors have pleasure in presenting 30th Annual Report of the Company together with audited statements of accounts for the Period ended on 31st March, 2016.

FINANCIAL PERFORMANCE

During the year under review, no business is carried out by the Company. However, your directors are optimistic about the future growth and performance of the Company.

The details of the financial results are as under:

(Rs. in lacs)
Particulars Year ending on 31st March, 2016 Year ending on 31st March,2015
Total Income - 15.05
Total Expenditure 12.02 15.07
Gross Profit/(loss) (12.02) 0.02
Less:
Depreciation - -
Provision for taxation - -
Extra Ordinary Items - -
Tax Expense -
Adjustment for earlier years - -
Profit/(loss) After Tax (12.02) 0.02

DIVIDEND:

Since the Company has incurred loss during the year ended on 31st March, 2016. Hence, the Board of Directors has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

BOARD OF DIRECTORS:

a) Composition of Board

Name of Directors Designation Category No. of Board Meeting held during the year No. of Board Meeting attended during the year
Mr. Ravi Priyavadanbhai Gandhi Chairman & Director Non Executive& Independent 4 4
Mr. Shah Mukesh Kantilal Director Non Executive& Independent 4 2
Mr. Mihirbhai Sumanbhai Parikh Director Executive 4 4
Mrs. Minakshi Rajendra Kumar Khatri Director Non Executive& Independent 4 3

b) Changes in the Board during the year:

During the year under review, neither additional directors nor any alternate directors were appointed.

c) Retirement by rotation:

As per the provisions of Section 152 of the Companies Act, 2013, Shri Mukesh Kantilal Shah (DIN: 01986359) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend his reappointment.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors duly met Four (4) times on 30/05/2015, 14/08/2015, 09/11/2015 and 12/02/2016 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

KEY MANAGERIAL PERSONNEL

During the year under review, no Key Managerial personnel was appointed by the Board of the Company.

DECLARATIONS BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in the opinion of the Board, the Independent directors meet the said criteria.

STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. The directors had 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.

iii. The directors had taken proper and sufficient care 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.

iv. The directors had prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

STATUTORY AUDITOR

M/s Praful N. Shah& CO., Chartered Accountants, was appointed as Statutory Auditors for a period of 4 year(s) in the Annual General Meeting held on 30th September, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

The Company has received a certificate from the above Auditors in accordance with the provisions of Section 141 of the Companies Act, 2013.

The notes and remarks of Auditors are self-explanatory and therefore do not require any further clarification.

SECRETARIAL AUDITOR

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Ms. Asha Jain, Practising Company Secretary had been appointed to issue Secretarial Audit Report for the period ended on 31st March 2016.

Secretarial Audit Report issued by Ms. Asha Jain, Practising Company Secretary in Form MR-3 for the period under review forms part of this report and is marked as "Annexure-A". The said report contains certain observations or qualifications and the Board would like to explain on the said observations as under:

Qualification pertaining to non-appointment of Whole-time Key managerial Personnel

The Board of Directors of your Company would like to explain on the said observation that your Company took all reasonable steps to do such appointments, but as your Company is not doing well in its present line of business activity and incurred losses, it failed to attract right candidates for such post therefore Company is not in position to appoint any Key Managerial Person including MD, CFO and Company Secretary, however the Board of Directors continues to make its efforts to search the right candidates and will appoint the Key Managerial personnel as soon as possible on the Board.

Qualification pertaining to non-appointment of Internal Auditor

This point is self-explanatory and does not require further explanations.

Qualification pertaining to non-filing of various forms and annual documents with Registrar of Companies

Due to inadvertence, company failed to file forms required to be filed with Registrar of Companies, Gujarat. However, the board of your company has initiated the required process to file such forms and documents and will comply with the same in short span of time.

Qualification pertaining to non-furnishing Evoting facility to shareholders

Due to inadvertence, the company failed to comply with the procedural requirements to be carried out for e-voting facility and e-voting facility was not provided by the company for AGM held on 30th September, 2015.

Qualification pertaining to non-compliance of certain clauses of Listing Agreement

Your Board is regular to comply with listing agreements of Stock Exchanges, however due to inadvertence and lack of knowledge, the Board has failed to comply with the certain Clauses of Listing Agreement. Your board has taken initiatives to regularize the compliance of the Clauses of the Listing Agreement and assures to comply with the Clauses of Listing Agreement. The Board has initiated the procedure to revive the website of the Company and in the short span of time, the website shall be functional and regular.

COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilising alternate sources of energy : None

iii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution : None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : N.A.

e) the expenditure incurred on Research and Development : Nil

C. FOREIGN EXCHANGE INFLOW & OUTFLOW :

There was no foreign exchange inflow or Outflow during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the Report as no remuneration is paid to any of the directors of the company nor any employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, the Company has not entered into any contracts or arrangements with related parties. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(2) are not required to be disclosed.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in Form MGT-9 is appended here in Annexure B to this Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company s internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

AUDIT COMMITTEE

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby disclose the composition of the Audit Committee and other relevant matters as under:

The Audit Committee comprises:

Name of the Member Designation Category Number of meeting held Number of meeting attended
1. Mr. Ravi Priyavadanbhai Gandhi Chairman Non Executive& Independent 4 4
2. Mr. Mihirbhai Sumanbhai Parikh Member Promoter NonExecutive 4 4
3. Mrs. Minakshi Rajendra Kumar Khatri Member Non Executive& Independent 4 3

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31st March 2016, the Audit Committee met Four times on 30/05/2015, 14/08/2015, 08/11/2015 and 12/02/2016.

VIGIL MECHANISM/WHISTLER BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company s code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

NOMINATION AND REMUNERATION COMMITTEE:

> The composition of the Committee is as under:

Name of the Member Designation Category Number of meeting held Number of meeting attended
1. Mr. Ravi Priyavadanbhai Gandhi Chairman Non Executive& Independent 1 1
2. Mr. Mihirbhai Sumanbhai Parikh Member Promoter NonExecutive 1 1
3. Mrs. Minakshi Rajendra Kumar Khatri Member Non Executive& Independent 1 1

During the financial year ended on 31st March 2016, the Committee met One time on 08/11/2015.

b. Term of reference

The broad terms of reference of the Remuneration Committee are as under:

i. Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

ii. Devising a policy on Board diversity;

iii. Formulation of Remuneration policy;

iv. Review the structure, size and composition of the Board;

v. Identifying and selection of candidates for appointment as Directors;

vi. Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

vii. Formulation of criteria for evaluation of Independent Directors and the Board.

c. Remuneration Policy

The Board determines the remuneration payable to the Executive Directors taking into account their qualification, expertise and contribution and based on recommendations of the Nomination and Remuneration Committee. Non-Executive Directors are eligible to receive sitting fees for attending Board / Committee Meetings as decided by the Board within the limits prescribed under the Companies Act, 2013.

The Remuneration policy of the Company is as under:

i. Remuneration to Non-Executive Directors:

A Non-Executive Director is eligible to receive sitting fees for each meeting of the Board or Committee of the Board attended by him/her, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Act and the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014.

ii. Remuneration to Executive Directors:

The Board in consultation with the Nomination & Remuneration Committee decides the remuneration structure for Executive Directors. On the recommendation of the Nomination & Remuneration Committee the Remuneration paid/payable is approved by the Board of Directors and by the members in the General Meeting in terms of provisions applicable from time to time.

d. Details of remuneration paid / payable to Directors during the year 2015-16:

No remuneration to any directors was being paid during the year. No sitting fee has been given to any of the director during the year under report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Sr. No. Name of the Member Designation Category
1. Mr. Ravi Priyavadanbhai Gandhi Chairman Non Executive& Independent
2. Mr. Mihirbhai Sumanbhai Parikh Member Promoter NonExecutive
3. Mrs. Minakshi Rajendra Kumar Khatri Member Non Executive& Independent

Details of Investors grievances/ Complaints:

All investor complaints received during the year are pending. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2016 are 24.

There were no pending requests for share transfer/dematerialisation of shares as of 31st March 2016.

Compliance Officer :

The Compliance officer of the Company is Mr. Mihirbhai Parikh, director of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure to this report.

FINANCIAL CALENDAR

The Company expects to announce the unaudited/audited quarterly results for the year 201617 as per the following schedule:

First quarter: 2nd week of August, 2016

Half-yearly results: 2nd week of November, 2016

Third quarter: 2nd Week of February, 2017

Yearly Results: By end of May, 2017

LISTING

The shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The Company yet to pay annual listing fees for the year 2016-17.

CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Place: Ahmedabad Sd/- Sd/-
Date: 14/08/2016 Mihirbhai S. Parikh Ravi P. Gandhi
Director Director
(DIN: 02953167) (DIN: 03470085)