| Dear Members,
The directors have pleasure in presenting the Twenty Eighth Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended 31st March, 2015.
FINANCIAL RESULTS:
(IN RUPEES)
Particular's 31st March, 31st March,
2015 2014
Net Sales/ Income from
Operations & Other 2812000 (21196750)
income excluding Excise &
Sales Tax (Total income)
Less: Depreciation & Interest
(Total Expenses) 1881107 (22037950)
Net Profit / (Loss) before Tax 930893 841200
(Add)/Less: Prior years a
djustments, Deferred 230000 113844
tax etc.
Net Profit / (loss) after tax 700893 727356
Net Profits after Dividends 700893 727356
Add / (Less) Profit / (Loss)
Brought forward (7061615) (7788971)
Balance carried to Balance Sheet (6360722) (7061615)
OPERATIONS:
During the year under review, the Company has recorded the Net Profits
after tax of Rs.700893/- for the year as compared to the profits of Rs.
727356/- in the previous year.
The company expects further growth in the performance in terms of
turnover and also increase in the profitability.
DIVIDEND:
No dividend shall be paid by a company in this financial year.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2015 was Rs. 84,085,780/-.
During the year' under review, there were no changes in paid up share
capital of the Company. The company has not issued shares with
differential voting rights nor granted stock options or sweat equity.
FINANCE:
Cash and cash equivalents as at March 31, 2015 was Rs.250586/-, The
company continues to focus on judicious management of its working
capital, receivables, inventories and other working capital parameters
which were kept under strict check through continuous monitoring.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has neither given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. nor made any
investments.
CONSERVATION OF ENERGY
a. Though the Company's operations do not involve substantial energy
consumption, the Company has taken adequate steps to improve energy
utilization wherever possible.
b. Additional investments and proposals for reduction of consumption of
energy.- No additional investments made during the year.
c. Impact of the above measures: Nil
d. Total energy consumption and energy consumption per unit of
production: "FORM - A" not applicable.
TECHNICAL ABSORPTION, ADAPTION AND INNOVATION:
a. The technology to improve the quality and yield of the products
development is not applicable.
b. Imported Technology: No technology was imported by the Company
during the year under review.
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
DIRECTORS:
Mr. Paresh Savani, who retires by rotation and being eligible, offers
himself for reappointment.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration Committees. The
manner in which the evaluation has been earned out has been explained
in the Corporate Governance Report.
MEETINGS:
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year 14 (Fourteen) Board Meetings and 4 (Four) Audit
Committee Meetings were convened and held. The details of which are
given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013.
DIRECTOR S 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 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 or
loss of the Company for the year under review.
iii) The directors have 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 have 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.
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 laid down by the Board is known as "code of
business conduct" which forms an Appendix to the Code. The Code has
been posted on the Company's website:-www.jaihindltd.biz.
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. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management
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 vi sion of being one of the most respected companies
in India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM 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.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the
Soar'd that they fulfill all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.
INDEPENDENT DIRECTOR'S MEETING
During the year under review, the independent Directors of the Company
met twice interalia, to discuss:
i) Evaluation of performance of Non-Independent Directors and the Board
of Directors of the Company as a whole.
ii) Evaluation of performance of the Chairman of the Company, taking
into views of Executive and Non Executive Directors.
EVALUATION OF PERFORMANCE OF THE BOARD MEMBERS
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the evaluation of the performance of the Board
as well as of the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee has been carried out.
The performance evaluation of the Independent Directors was carried out
by the entire Board and the performance evaluation of the Chairman and
Non-Independent Directors was carried out by the Independent Directors.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to requirements of Clause 49 of the Listing Agreement, the
Company has a familiarization programme for Independent Directors with
regard to their role, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of the
Company etc. The Board Members are provided with all necessary
documents/ reports and internal policies to enable them to familiarize
with the Company's procedures and practices. Periodic presentations are
made at the Board and Board constituted Committee Meetings pertaining
to business and performance updates of the Company, global business
environment, business strategies and risks involved. Directors attend
training programmes / conferences on relevant subject matters and keep
themselves abreast of the latest corporate regulatory and industry
developments.
The same has been posted on website of the Company viz; website
:-www.jaihindltd.biz.
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 for dealing in the Company's shares and prohibits the
purchase or sale of Company's 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 Board is responsible for implementation
of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. There are no major
observations made by the Auditor in the Report except other
non-compliances mentioned therein and forming part of the report:
However, the company would ensure in future that all the provisions are
complied to the fullest extent.
AUDITORS:
M/s. Jai Prakash Upadhayay & Co, Chartered Accountants, the Statutory
Auditors of the Company have been appointed as statutory auditors of
the company till the conclusion of 29th AGM of the Company subject to
ratification by members at every AGM. Accordingly requisite resolution
for ratifying their appointment is proposed in the manner stated in the
Notice for the 28th AGM.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed Pankaj & Associates, a firm of
company Secretaries in practice, to undertake the Secretarial Audit of
the Company. The Secretarial Audit report is annexed herewith as
"Annexure A"
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as "Annexure B".
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3)(n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company draws remuneration more than the
limits prescribed under the Companies Act, 2013.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
"Annexure C", together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
ACKNOWLEDGEMENTS:
Your Board of Directors would like to place on record its sincere
appreciation for the whole hearted support and contributions made by
Auditors, Banks, Financial Institutions, Suppliers and other Business
Associates towards the conduct of the operations of the Company.
Place: MUMBAI For and on behalf of the Board of Directors
Date: 09.09.2015
Sd/-
AJIT V. VASANI DIRECTOR
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