BOARD'S REPORT Dear Shareholders of Jai Mata Glass Limited, Your Directors are pleased to present the Thirty Fifth Annual Report and the Company's Audited Financial Statement for the Financial Year ended March 31, 2015 RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS: Your Company was not able to earn any income for the Current Financial year due to permanent closure of the factory. The Company's has resulted in the Loss of INR 30.43 Lacs for the year. However, the Company is striving to come out of such situation. DIVIDEND: In absence of profits, your Directors do not recommend any dividend on shares for the year under review. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. COMMITTEES OF THE BOARD: During the period under review, your Company in compliances of the provisions of Companies Act 2013 and the Equity Listing Agreement has constituted and reconstituted the following Committees and the below tabled are the existing Committees of the Board and Executives of the Company: 1. Audit Committee 2. Nomination & Remuneration Committee 3. Stakeholder Relationship Committee 4. Risk Management Committee 5. Market and Investment Committee The compositions of these Committees are in accordance with the Clause 49 of the Listing Agreement and also the Companies Act 2013 and the details formed part of the Annual report of the Company. The policy of Nomination and Remuneration Committee forms a part of the Board's Report as Annexure "A". DEPOSITS: Your Company has not accepted any deposits from the public during the year under review. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES During the year under review, no Company has become the Subsidiary and Associate Company of this Company and the Company has not entered into any Joint Venture with any other Company or other entity. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. a. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b. the Directors have selected such accounting policies and applied them consistently and 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 incurred by the Company for the year ended on that date; c. the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a 'going concern' basis; e. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Note No. 24 to the financial statement which sets out related party disclosures. RISK MANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and others have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together governs how the Company conducts the business of the Company and manages associated risks. The Company has introduced improvements to Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned with Risk Management, Internal Control and Internal Audit methodologies and processes. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. DIRECTORS AND THE KEY MANAGERIAL PERSONNEL In accordance with the requirements of the Companies Act 2013(erstwhile Companies Act, 1956) and Articles of Association of the Company, Mr. Samir Katyal (holding DIN 00645810) retires by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment as Director of your Company. During the year under review, the Company had appointed Ms. Anu Marwah (DIN:00645865) as an Additional Director of the Company w.e.f 30th March 2015. This appointment was made to appoint a Woman Director on the Board of the Company in terms of the provisions of Section 149(1)(b) of the Companies Act 2013. Mrs. Anu Marwah holds office only up to the date of this Annual General Meeting of the Company. A notice has been received from a Member proposing Mrs. Marwah as a candidate for the office of Director of the Company. In order to have the optimum number of executive and non executive Directors on the Board as per the compliance of Clause 49 of the Listing Agreement, the Company had appointed Mr. Sanjay Kumar Sareen (DIN:02320309) as an Additional Director of the Company. He is a Non Executive Independent Director on the Board of the Company. Mr. Sareen holds office only up to the date of the ensuing Annual General Meeting of the Company. A notice has been received from a Member proposing Mr. Sareen as a candidate for the office of Director of the Company.. Noting on the Declarations from the Independent Directors of the Company: The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. Noting on Board Evaluation: The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. AUDITORS AND AUDITORS' REPORT Statutory Auditors M/s. KR & Co, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Auditors' Report does not contain any qualification, reservation or adverse remark. EXTRACT OF ANNUAL RETURN In accordance with section 134 of the Companies Act 2013, the Extract of Annual Return of the Company as provided under subsection (3) of section 92 is annexed herewith as Annexure "B" to this Report. DISCLOSURES: Audit Committee The Audit Committee comprises Independent Directors namely Shri Sajeve Deora(Chairman), Shri Ambarish Chatterjee and Shri. Chander Mohan Marwah as other members. All the recommendations made by the Audit Committee were accepted by the Board. Vigil Mechanism: The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed from the Registered Office of the Company and placed on the website of the Company. MEETINGS OF THE BOARD Six meetings (i.e. on 22.04.2014, 14.07.2014, 14.08.2014, 11.11.2014, 05.02.2015 and 30.03.2015) of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance Report. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS: Pursuant to Schedule IV to the Companies Act, 2013, the Independent Directors of the Company held a meeting on March 31, 2015 for the financial year 2014-15. The said meeting was not attended by the Non-Independent Directors of your Company. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4, 10, 14 and 18 to the Standalone financial statement). CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information Pursuant To Section 134(3) (m) Of the Companies Act, 2013 The information which is required to be given under the aforesaid Section of the Companies Act, 2013 read with the applicable Rules, regarding consumption of energy is not provided as the manufacturing facilities of your Company were not in operations during the year under review. Your Company did not have any income during the year which resulted or may result in inflow of foreign exchange. Your Company did not incur any expenditure during the year which resulted or may result in outflow of foreign exchange. SECRETARIAL AUDITOR The Board has appointed Ms. Nandita Gujarati, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith and marked as Annexure "C" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee, who was in receipt of remuneration in excess of the limits prescribed under the provisions of Companies Act 2013, whose particulars are required to be disclosed in this report and hence no information is provided in the Annual Report. No Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 been provided in the Annual Report since not applicable. ACKNOWLEDGEMENT: Your Directors wish to thank the Central & State Governments, Shareholders and business associates for their continued co-operation and support and look forward to their continued support in future as well. For and on behalf of the Board of Directors C. M. Marwah (Managing Director) DIN No. 00172818 Samir Katyal (Director) DIN No. 00645810 Place: New Delhi Dated: 20th August, 2015 |