Dear Members,
Your Directors have pleasure in presenting the 22nd Annual
Report and Audited Accounts for the year ended March 31, 2023.
Financial Summary
(Rs. In lakhs)
| Particulars |
Year ended 31st March 2023 |
Year ended 31st March 2022 |
| Sales & other Income |
63.81 |
53.44 |
| Expenditure |
58.18 |
49.32 |
| Profit/(Loss) before tax |
5.62 |
4.12 |
| Tax |
0 |
0 |
| Profit/(Loss) after tax |
5.63 |
4.12 |
Review of Operations
During the year under review, revenue of the Company was Rs. 63.81
lakhs as compared Rs. 53.44 lakhs in the corresponding previous year.
Transfer to reserves
The Company?s reserves & surplus is Rs. 350.35 lakhs as
compared to Rs. 344.73 lakhs in the corresponding previous year.
Dividend
Your Directors have not recommended any dividend on equity shares for
the year under review.
Share Capital
The paid up share capital of the Company is Rs. 2,09,60,000/- (Rs. Two
Crore Nine Lakhs Sixty Thousand only) as on March 31, 2023.
The authorised share capital of company is Rs. 3,00,00,000 (Three
Crore) divided into 30,00,000 equity shares of Rs. 10/- divided into 20,96,000 Equity
Shares of Rs.10/- each and 9,04,000 Preference Shares of Rs. 10/- each.
Note:- At the Extra-Ordinary General Meeting of the Company held on 6th
April, 2023, members approved an Increase in Authorised Capital from Rs. 3 Cr. to Rs. 5.50
Cr i.e. Rs. 5,50,00,000/- divided into 45,96,000 Equity Shares of Rs.10/- each and
9,04,000 Preference Shares of Rs. 10/- (Rupees Ten) each.
The Company has not issued shares with differential voting rights nor
has issued any Sweat Equity. As on March 31, 2023, none of the Directors of the Company
hold any convertible instruments of the Company.
Dematerialization of Shares
All the Equity Shares of the Company are in dematerialized form with
either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE155R01018.
Change in Nature of Business
There has been no change in the nature of business carried out by the
Company during the year.
Management Discussion & Analysis Reports
The Management Discussion and Analysis of financial condition,
including the results of operations of the Company for the year under review as required
under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is provided as a separate section forming part of the Annual Report.
Finance
Cash and Bank Balance as at March 31, 2023 was Rs. 37.60 lakhs. The
company continues to focus on judicious management of its working capital, receivables,
inventories and other working capital parameters were kept under strict check through
continuous monitoring.
Deposits
There was no deposit accepted by the Company within the meaning of
Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder at the beginning of
the year. The Company has not invited or accepted deposit during the year and there was no
deposit which remained un-paid or unclaimed at the end of the year.
Particulars of Loans, Guarantees or Investments
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the Internal Audit
function is defined by the Audit Committee. To maintain its objectivity and independence,
the Internal Audit function reports to the Chairman of the Audit Committee of the Board
& to the Managing Director. The Accounts Department monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company. Based on the report
of internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Board.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Since your Company does not own manufacturing facility, the particulars
relating to conservation of energy and technology absorption stipulated as per Section
134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules,
2014, are not applicable. There were no foreign exchange earnings / outgo during the year.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company Mr. Rajul Shah, retires by rotation at
the ensuing Annual General Meeting and offers himself for re- appointment. Mr. George John
Mattapilly (DIN: 00227805) would be attaining the age of 75 years on 20 May, 2024 and
consent of the Members is sought by way of a Special Resolution to continue his
appointment. Their profile is provided in Annexure II to the Notice.
Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an evaluation of its own performance, the directors individually as well as
the evaluation of the working of its Committees.
Nomination and Remuneration Policy
The Company?s policy on Directors appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed in Corporate
Governance Report, which forms part of Annual Report. The Nomination and
Remuneration Policy of the Company is also posted on the website of the
Company under Investors? Relation Section.
Meetings of the Board
Six (6) meetings of the Board of Directors were held during the year,
the details of which are provided in Report on Corporate Governance. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013.
Separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule
VI of the Companies Act, 2013 was held on 9th March, 2023.
Directors? Responsibility Statement As Required Under Section
134(3)(C) of the Companies Act, 2013
The Directors state that: - a. In the preparation of the annual
accounts, the applicable accounting standards have been followed along with proper
explanation by way of notes to accounts relating to material departures; b. The selected
accounting policies were applied consistently and the judgments and estimates made by them
are reasonable and prudent so as to give true and fair view of the state of affairs of the
Company as at 31st March 2023 and of the profit for the year ended on that
date; c. The proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d.
The annual accounts have been prepared on a going concern basis. e. The Directors had laid
down internal financial controls to be followed by the Company and that such internal
controls are adequate and were operating effectively. f. The Directors had devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
Related Party Contracts or Arrangements
All related party transactions that were entered into during the
financial year were on arm?s length basis and were in the ordinary course of the
business.
The particulars of Contract or Arrangement in Form AOC-2 as required
under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014) is annexed to this Board Report as Annexure ‘A?.
The Company do not have any holding or subsidiary company hence disclosure under A of
Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not applicable.
The Policy on Related Party Transactions has been published on the
Company?s website (www.jetinfra.com) under the "Investor" section.
Subsidiary Companies
The Company does not have any subsidiary.
Code of Conduct
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings / behaviors of any form and the Board
has laid down the directives to counter such acts. The Code has been posted on the
Company?s website www.jetinfra.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to
deal with instance of fraud and mismanagement, if any. Whistle Blower Policy is available
on the Company?s website.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance beyond threshold limit mentioned
in the policy for dealing in the Company?s shares and prohibits the purchase or sale
of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period
when the Trading Window is closed. The Company Secretary is responsible for implementation
of the Code. All Board Directors and the designated employees have confirmed compliance
with the Code.
Audit Committee
The details pertaining to composition of Audit Committee are included
in Corporate Governance Report, which forms part of this annual report.
Statutory Auditor
At the 18th AGM held on 30th September, 2019,
M/s. Mittal & Associates, Chartered Accountants, Mumbai (Firm Registration No.
106456W) was appointed as statutory auditors of the Company for a term of 5 years from the
financial year 2019-2020 onwards. Accordingly M/s. Mittal & Associates will continue
as statutory auditor of the Company till the financial year 2023-24. There are no
qualifications, reservations or adverse remarks made by the statutory auditors in their
audit reports on the financial statements for the year ended March 31, 2023.
Secretarial Audit and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
the requirement to take the Secretarial Audit Report from the Pear Review Practicing
Company Secretary, the Company has appointed Ms. Dipti Goyal, Company Secretary in
Practice (COP 11029 & PR No. 14736) to undertake the Secretarial Audit of the Company.
The Report of the Secretarial Audit is annexed herewith as Annexure ‘B? to
this Report and there are certain qualifications, management explanation of which is given
in the report.
Internal Auditors
Pursuant to the provisions of Section 138 of Companies Act, 2013 read
with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if
any of the Companies Act, 2013 M/s Sanjay Kadam & Associates, Chartered Accountants
were appointed as Internal Auditors of Company.
Cost Auditors
Provisions for Cost Auditor are not applicable to your company.
Listing
The Equity Shares of the Company are listed on SME Platform of BSE
Limited. The Company has made payment of Annual Listing Fees and other compliance fees.
Annual Return
The details forming part of the extract of Annual Return is form MGT-9
is annexed herewith as Annexure "C". The Annual Return of the Company as
on 31st March, 2023 shall be also available on the Company?s website at
www.jetinfra.com
Statutory Disclosures
None of the Directors of the Company are disqualified as per provisions
of Section 164(2) of the Companies Act, 2013.
Your Directors have made necessary disclosures, as required under
various provisions of the Companies Act, 2013 and Listing regulations.
Risk Management
The Company has a well-defined risk management framework in place. The
Company has established procedures to periodically place before the Audit Committee and
the Board, the risk assessment and minimization procedures being followed by the Company
and steps taken by it to mitigate these risks.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the
Annual Report and is marked as Annexure ‘D? to this Report. Further
during the year, no employees of the Company were in receipt of remuneration in terms of
the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Corporate Governance
The Company does not fall under purview of Regulations of Corporate
Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. However, the same is applicable as per the Companies Act, 2013 and the
Company is fully compliant with the applicable provision and the Company is committed to
ensure compliance with all modification within prescribed norms under Companies Act, 2013.
Company is committed to maintain the highest standards of corporate practices, a separate
section on Corporate Governance is provided as part of this Annual Report.
Committee and Policy under Sexual Harassment of Women at Workplace
(Prevention, Prohibition And Redressal) Act, 2013
The Company has constituted Internal Complaints Committee under and as
per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. During the year under review, no instance of compliant or report under the said
Act was registered in any of the units of the Company.
Corporate Social Responsibility
As per the Section 134 (o) Corporate Social Responsibility is not
applicable to our Company.
Industrial Relations
During the year under review, your Company enjoyed cordial relationship
with contractor and employees at all levels.
Insolvency and Bankruptcy Code:
No application has ever been filed against the Company under the
Insolvency and Bankruptcy Code, 2016.
One Time Settlement with Banks:
The Company has not borrowed any monies from banks or financial
institutions. Accordingly, there is no question of any onetime settlement with the banks
or financial institutions.
Additional Disclosures under Companies Act, 2013: a) The Company
has not issued any bonus shares, sweat equity shares, shares with differential voting
rights and equity shares on rights basis during the year under review. b) The Company does
not accept any deposit from its public. c) No material changes and commitments which could
affect the Company?s financial position have occurred between the end of the
financial year of the Company and date of this report. d) There was no change in the
nature of business during the year under review. e) The provisions regarding receipt of
remuneration or commission from holding or subsidiary of the Company are not applicable
and hence, the disclosure under Section 197(14) is not required. f) The Company has not
received any complaints under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. g) No significant and material orders were passed by
the regulators or courts or tribunals impacting the going concern status and
Company?s operations in future. h) The Company has complied with the Secretarial
Standards issued by The Institute of Company Secretaries of India on Meetings of the Board
of Directors and General Meetings.
Acknowledgements
The Board of Directors wish to place on record their appreciation for
the support extended by the Company?s bankers, Bombay Stock Exchange Limited, Local
Authorities, business associates, clients, consultants, auditors, shareholders and the
employees of the Company for their continued co-operation and support. Company and look
forward to their continued support. The Directors also thank the members for continuing
their support and confidence in the Company and its management.
|
By Order of the Board of Directors |
|
For Jet Infraventure Limited |
|
Rajul R Shah |
|
Managing Director |
|
(DIN 00227223) |
| Place: Mumbai |
|
| Dated: 2nd May, 2023 |
|
+91-9892691696
