DIRECTORS REPORT Dear Shareholders, Your directors have pleasure in presenting the Annual Report together with audited statements of Accounts for the year ended on 31st March, 2015. OPERATIONS The revenue of the company during the year was Rs.11.07 lacs as compared to Rs.9.13 lacs in the previous year. Due to overhead cost, the Company has incurred a loss of Rs. 47,161/- in the year under report as against Profit of Rs.1,61,901/- in the previous year. Our company is putting all efforts in reducing the cost in the current financial year. CORPORATE GOVERNANCE As per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Clause 49 of the Listing Agreement is not mandatory for companies whose paid up share capital is either less than Rs.10 Crores or its Networth less than Rs.25 Crores, as on the last date of the previous financial year. The paid-up Capital of the Company as on March 31, 2015 is Rs.5.911 Crores, being less than Rupees Ten Crores, the Clause 49 of the Listing Agreement is not applicable to the Company. DIVIDEND No Dividend is declared or recommended by the Board of Directors of the Company during the year in view of the losses. DIRECTORS During the year, Mr.Dipakkumar Ashar, Mr.Mahesh Thakor and Mr.Pinalkumar Patel joined the Board as directors of the Company. Mr.Sanjay Salavi, Mr.Pavan Vishwakarma and Mr.Vinodkumar Menat resigned from the Board. The Board appreciates the services rendered by them during their tenure in the Company. The Director who is liable to retire by rotation, being eligible offers himself for re-appointment. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 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 relating to material departures; (b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended March 31, 2015; (c) Proper and sufficient care has been taken 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; (d) The annual accounts have been prepared on a going concern basis; (e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively; (f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. AUDITORS Vishves A Shah & Co., Chartered Accountants, statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified under relevant sections of the Companies Act and that they are not disqualified for such appointment. Your Directors recommend his re-appointment as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration. AUDITORS' REPORT The comments in the Auditor's Report with Notes of Accounts and Schedules are self explanatory. DIPIKA SONI & ASSOCIATES was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-2015 pursuant to section 204 of the Companies Act, 2013 and rules made thereunder. The Auditor has made certain observation of non-compliance of the Companies Act, 2013. The Board has taken note of the same and will ensure to comply with it as soon as possible. PUBLIC DEPOSITS During the year, the Company has not accepted any deposit. PARTICULARS OF THE EMPLOYEES The Company does not have any employee/Director who is in receipt of remuneration aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & EXPENDITURE The Company has no activities relating to conservation of energy and technology absorption. There are no foreign exchange transactions during the year. VIGIL MEGHANISM The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. RELATED PARTY TRANSACTIONS No transactions were carried out between any of the related parties in the year under review. RISK MANAGEMENT The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith. LISTING The Equity Shares of the Company is listed at the Bombay Stock Exchange Limited (BSE) and the trading in Equity shares was suspended by BSE w.e.f. March 04, 2015 vide its Notice No. 20150227-27 dated February 27, 2015. ACKNOWLEDGEMENTS Your Directors take opportunities to show gratitude towards co-operation received from Shareholders and other Agencies. By Order of the Board JAYANT MERCANTILE CO. LIMITED DIRECTOR DIRECTOR Place : Mumbai Date : September 01, 2015 |