Dear Members,
Your Directors have pleasure in presenting their 50th Annual Report on the business and
operation of the company and Financial accounts for the year ended 31st March, 2016.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
(Rs. in Thousand)
| PARTICULARS |
STANDALONE |
|
2015-2016 |
2014-2015 |
| Total Income |
38,080 |
64,014 |
| Total Expenditure |
36,519 |
62,343 |
| Pro t Before Interest and depreciation |
1561 |
1671 |
| Less: Depreciation |
|
|
|
(19) |
(19) |
| Interest |
- |
- |
| Tax |
(476) |
(511) |
| Net Pro t/(Loss) After Tax |
1065 |
1141 |
TRANSFER TO RESERVES:
No amount has been proposed to be transferred to Reserves.
DIVIDEND:
Director did not recommend and dividend for the year.
DEPOSITS:
The company has not accepted/renewed deposits within the meaning of Section 73 of the
Companies Act, 2013 and rules made there under from public or from the shareholders during
the period under review.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in
a separate Annexure -II forming part of the Annual Report
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company or any of its subsidiaries
during the year.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
During the year under review, there were no material changes and commitments affecting
the financial position of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March 2016 the Board of Directors of the company comprised 5 directors, one
of whom is the chairman. Out of the remaining Four directors Two are independent directors
& Two are executive director.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 times during the financial year, the details of which are given in the
Corporate Governance Report that forms part of this Annual Report. The intervening gap
between any two meetings was within the period prescribed by the Companies Act, 2013.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared
that:
1. They are not promoters of the Company or its holding, subsidiary or associate
company;
2. They are not related to promoters or directors in the company, its holding,
subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company, its
holding, subsidiary or associate company , or their promoters, or directors, during the
two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationship
or transaction with the company, its holding, subsidiary or associate company, or their
promoters, or directors, amounting to two per cent or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or during the current
financial year;
5. Independent Director, neither himself nor any of his relatives--
(i) holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed, of--
(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company,
its holding, subsidiary or associate company amounting to ten percent or more of the gross
turnover of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting power
of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit
organization that receives twenty-five percent. or more of its receipts from the company,
any of its promoters, directors or its holding, subsidiary or associate company or that
holds two percent or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specified
in Schedule IV of the Companies Act, 2013.
BOARD EVALUATION:
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that
the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. The Schedule IV of the
Companies Act, 2013 states that the performance evaluation of independent directors should
be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The Board approved the evaluation results
alongwith evaluation done by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees and
Individual Director(s) based on the below parameters was satisfactory:
(i) All Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per the Company and
industry policy.
(iii) The Independent Directors contributed significantly in the Board and committee
deliberation and business and operations of the Company and subsidiaries based on their
experience and knowledge and Independent views.
(iv) The Credit Policy, Loan Policy and compliances were reviewed periodically;
(v) Risk Management Policy was implemented at all critical levels and monitored by the
Internal Audit team who places report with the Audit committee and Board.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with
Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the Independent Directors of the Company held their meeting on reviewed
the performance of non- independent directors and the Board as a whole including the
Chairperson of the Company, views expressed by the executive directors and non-executive
directors at various level, and quantified the quality, quantity and timeliness of flow of
information between the Company, management and the Board and expressed satisfaction.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directors
to maintain the independence of the Board and separate its functions of governance and
management. As on 31st March, 2016, the Board consists of 5 members. Out of which one is
the Managing Director, two are Independent Directors. Two of them are Executive Director.
The policy of the Company on directors appointment and remuneration, including criteria
for determining qualifications, positive attributes, independence of a director and other
matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted
by the Board and are stated in this Board report. We affirm that the remuneration paid to
the directors is as per the terms laid out in the nomination and remuneration policy of
the Company.
COMMITTEES OF THE BOARD:
Currently, the Board has Four Committees:
1) Audit Committee,
2) Nomination and Remuneration Committee,
3) Stakeholders Relationship Committee,
4)Shareholders Committee
A detailed note on the Board and its Committees is provided under the Corporate
Governance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a
Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on
the composition of the Committees is provided in the corporate governance report section
of this Annual Report.
The Key Features of the Policy of the said committee are as follows:
For Appointment of Independent Director (ID): a. Any person who is between the age of
25 years and below 75 years eligible to become Independent Director(ID); b. He has to
fulfill the requirements as per section 149 of the Companies Act, 2013 read with Clause 49
of the Listing Agreement; c. Adhere to the code of conduct as per Schedule IV to the
Companies Act, 2013; d. Strictly adhere to the Insider Trading Regulation of the SEBI and
Insider Trading policy of the Company; e. Independent Director should have adequate
knowledge and reasonably able to contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetings of
the company; g. Able to review the policy, participate in the meeting with all the
stakeholders of the company at the Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the
Board of Directors of the Company hereby confirm:
(i) That in the preparation of the accounts for the financial year ended 31stMarch,
2016, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
(ii) That the Directors have 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 and loss of the Company for the year under review;
(iii) That 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) That the Directors have prepared the accounts for the financial year ended
31stMarch 2016 on a going concern basis.
(v) The internal financial controls are laid and have been followed by the company and
that such controls are adequate and are operating effectively. Such controls means
controls and policies and procedures adopted and adhered by the company for orderly and
efficient conduct of the business for safeguarding assets, prevention and detection of
frauds and errors and maintenance of accounting records and timely preparation of
financial statements and review its efficiency.
(vi) 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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company
has implemented a vigil mechanism named Whistle Blower Policy to deal with instance of
fraud and mismanagement, if any, in staying true to our values of Strength, Performance
and Passion and in line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate Governance and
stakeholder responsibility.
A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures
that strict confidentiality is maintained whilst dealing with concerns and also that no
discrimination will be meted out to any person for a genuinely raised concern.
STATUTORY AUDITORS:
At the Annual General Meeting held on September 30, 2015 M/s. Shailesh Pandey & Co,
Chartered Accountants., were appointed as statutory auditors of the Company to hold office
till the conclusion of the Annual General Meeting to be held in the calendar year 2020.
In terms of the first proviso to Section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification at every Annual General
Meeting. Accordingly, the appointment M/s. Shailesh Pandey & Co, Chartered Accountants
(Registration No 133595W), is placed for ratification by the shareholders.
In this regard, the Company has received a certificate from the auditors to the effect
that if they are reappointed, it would be in accordance with the provisions of Section 141
of the Companies Act, 2013.
AUDITORS REPORT:
The Auditors have not made any qualification to the financial statement. Their reports
on relevant notes on accounts are self-explanatory and do not call for any comments under
section 134 of the companies Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice was
appointed to conduct the secretarial audit of the Company for the financial year 2015-16,
as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The
Secretarial Audit Report for F.Y. 2015-16 is Annexure-IV to this Boards Report.
The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates, Company
Secretary in Practice, as secretarial auditor of the Company for the financial year
2016-17.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no orders passed by the regulators or courts or tribunals impacting the going
concern status and Companys operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
The details of Conversion of Energy, Technology Absorption are not applicable in the
case of the company. However the company took adequate steps to conserve the energy and
used the latest technology.
During the year under review there were no foreign Exchange Earnings. The Foreign
Exchange outgo is Nil
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company did not entered into any Related Party Transaction during the year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no loans, Guarantees and Investments covered under Section 186 of the
Companies Act,2013.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3)(a) of the Companies Act, 2013, the details forming part
of the extract of the Annual Return is Form MGT-9 is Annexure-VII.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from M/s. Ramesh Chandra
Mishra & Associates, regarding compliance with the conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement with Stock Exchange read with the
relevant provisions of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 forms part of this Report and Annexure-VIII to this Boards Report.
ACKNOWLEDGMENTS:
Your Directors convey their sincere thanks to the Government, Shareholders and
customers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendable
teamwork, high degree of professionalism and enthusiastic effort displayed by them during
the year.
|
BY ORDER OF THE BOARD |
|
FOR JRI INDUSTRIES & INFRASTRUCTURE LIMITED |
|
Sd/- |
| Place: Mumbai |
SHANKARRAO BORKAR |
| Date: 13th August, 2016 |
MANAGING DIRECTOR |
+91-9892691696
