| Dear Members,
The Directors are pleased to present the Annual Report and the
Company's Audited Accounts for the financial year ended March 31,2015.
1. Financial Results
(Rs. in lakhs)
Particulars 2014-2015 2013-2014
Sales & other Income 862.51 858.71
Expenditure 781.56 776.61
Profit/(Loss) before tax 80.95 82.10
Tax 26.46 26.39
Profit/(Loss) after tax 54.49 55.71
2. Review of Operations
During the year under review, revenue of the Company was Rs. 862.51
lakhs as compared to Rs. 858.71 lakhs in the corresponding previous
year. The Company earned a profit after tax of Rs. 54.49 lakhs as
compared to Rs. 55.71 lakhs in the previous year. During the period
under review, the Company has incurred issue related expenses of Rs.
38.72 lakhs which is written off through share premium account. The
Company's reserves & surplus increased from Rs. 59.15 lakhs to Rs.
462.85 lakhs.
3. Dividend
The Directors have not recommended any dividend on equity shares for
the year under review.
4. Share Capital
The paid up capital of the Company as on March 31,2015 was Rs. 104.80
lakhs. During the year under review Company issued 31,000 Equity Shares
of Rs. 10/- each at a premium of Rs. 108/- per Equity Share on
Preferential Basis to Mr. Rajul R Shah, promoter and director of the
Company. The Company also issued Bonus shares to its members in the
ratio of 7:1 ( i.e new equity shares for very one equity share already
held ) aggregating to 6,02,000 Equity Shares of Rs. 10/- each. Company
successfully completed its Initial Public Offering(IPO) wherein
3,60,000 Equity Shares of Rs. 10/-each have been issued at a premium of
Rs. 115/- per share. The shares of the Company are now listed on the
SME Platform of the BSE Limited.
5. Dematerialization of Shares
During the period under review, the Company has entered into Tripartite
Agreement with both the depositories, National Securities Depository
Limited and Central Depository Services (India) Limited for providing
Demat facility to its Shareholders. For the purpose, the Company has
appointed M/s Bigshare Services Private Limited as its Registrar and
Share Transfer Agent.
6. Management Discussion & Analysis Reports
The Management Discussion and Analysis Report has been separately
furnished in the Annual Report
7. Finance
Cash and Bank balance as at March 31,2015 was Rs. 219.92 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.
8. 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.
9. Particulars of Loans, Guarantees or Investments
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. The details of
the investments made by company is given in the notes to the financial
statements.
10. 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.
11. 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.
12. Industrial Relations
During the year under review, your Company enjoyed cordial relationship
with contractor and employees at all levels.
13. 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 Mrs. Pramoda R
Shah, retires by rotation at the ensuing Annual General Meeting and
offers herself for reappointment.
Mr. Haresh Kothari was appointed as Independent Director with effect
from 12th August 2014 for the terms of 5 years not liable to retire by
rotation in the Extra Ordinary General Meeting held on 27th August
2014. Mr. Darshan Medava was appointed as an Additional Director
(Independent) at the 19th December 2014 Board meeting of the Company.
The Board now recommends the appointment of Mr. Darshan Medava as an
Independent Director under section 149 of the Companies Act, 2013 and
listing agreement in the ensuing 25th August 2015 retire by rotation.
The profile of the Directors to be reappointed / appointed at the
annual general meeting is given in the annexure to the notice.
Mr. Anil Kinariwala, an Independent Director submitted his resignation
to the Board on December 19, 2014 due to health issues related to age.
The same was accepted by the Board in its meeting held on December 19,
2014. The Board hereby places on record its sincerest thanks and
gratitude for the invaluable contribution made by Mr. Anil Kinawiala.
The Board also on behalf of the members wishes Mr. Anil Kinariwala a
long and healthy life.
During the year under review, Mr. Ajay Shinde was appointed as Chief
Financial Officer and Mr. Krunal Shah was appointed as Company
Secretary and Compliance Officer of the Company.
14. Declaration by an Independent (Directors)
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 Clause 52 of the Listing Agreement.
15. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 52 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 Committees.
The performance evaluations of Independent Directors were also carried
out and the same was noted. Independent Directors in their meeting
decided to bring more transparency in their performance and bring more
responsibility while taking any policy decisions for the benefit of the
shareholders in general.
16. Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration.
The Nomination and Remuneration Policy is stated in the Report on
Corporate Governance.
17. Meetings of the Board
Twelve 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.
A separate meeting of Independent Directors, pursuant to Section 149
(7) read with Schedule VI of the Companies Act, 2013 was held on 28th
January 2015.
18. 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 2015 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.
19. Related Party Transactions
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. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
20. Subsidiary Companies
The Company does not have any subsidiary.
21. 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.
22. Vigil Mechanism I Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to
deal with instance of fraud and mismanagement, if any. The WBP may be
accessed on the Company's website.
23. 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 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.
24. Auditors and Auditors Report
a) Statutory Auditor
The Company's Auditors, M/s Nilesh Lakhani & Associates, Chartered
Accountants, Mumbai (Firm's Regn No. 113817W) were appointed as the
Statutory Auditors of the Company for a period of five years, upto the
conclusion of the 17th Annual General Meeting of the Company, subject
to ratification by members at every Annual General Meeting of the
Company. They have confirmed their eligibility under Section 141 of the
Companies Act, 2013 and the Rules framed thereunder for reappointment
as Auditors of the Company.
The Audit Committee has considered and recommended the re-appointment
of M/s. Nilesh Lakhani & Associates, Chartered Accountants, Mumbai, as
Statutory Auditors of the Company, to the Board of Directors at its
meeting held on 19th May 2015. The Directors have accepted the
recommendation and recommend to the shareholders for ratification of
re-appointment of M/s. Nilesh Lakhani & Associates, Chartered
Accountants, Mumbai as the Statutory Auditors of the Company to hold
office from the conclusion of this Annual General Meeting (AGM) till
the conclusion of the next AGM of the Company.
The Notes on financial statements referred to in the Auditors Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
b) 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, the Company has appointed M/s. Zankhana
Bhansali & Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
is annexed herewith as "Annexure A" to this Report.The Secretarial
Audit Report does not contain any qualification, reservations or
adverse remark.
25. Statement Pursuant to Listing Agreement
The Company's Equity shares are listed at Bombay Stock Exchange Limited
(SME segment). The Annual Listing F 2015-16
26. 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".
27. 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.
28. 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)
"Annexu re C "
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.
29. Corporate Governance
The Company has committed to maintain the highest standards of
Corporate Governance as set out by SEBI. The Report on Corporate
Governance as stipulated under Clause 52 of the SME Equity Listing
Agreement compliance with conditions of Corporate Governance as
stipulated under the said clause is attached to this report.
30. Acknowledgements
The Board of Directors wish to place on record their appreciation for
the support extended by the bankers, business associates, clients,
consultants, auditors, shareholders and the employees of the Company
for their continued co-operation and support.
The Board of Directors would also like to place on record their sincere
appreciation for the co-operation received from the Local Authorities,
BSE and all other statutory and/or regulatory bodies.
By Order of the Board of Directors
For Jet Infraventure Limited
Rajul R Shah
Managing Director
(DIN: 00227223)
Place: Mumbai
Dated: May 19,2015
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