DIRECTOR’S REPORT To, The Members of JHAVERI CREDITS AND CAPITAL LIMITED Your Directors have pleasure in presenting the 22nd Director?s Report of your Company together with the Audited Statement of Accounts and the Auditors? Report of your company for the financial year ended, 31st March, 2016. STATE OF COMPANY’S AFFAIRS During the year under review, the total revenue generated by Company was Rs. 196.38 Lacs against Rs. 188.28 in the previous year. The Company has earned a Profit after tax of Rs. 0.58 lacs compared to Rs. 3.12 lacs in the previous year. The national criticality in commodity market has slow down the broking in commodities. The efforts are continued to have better results and performance in the time to come. The National Spot Exchange Limited effects are still to be diluted, the management is hope full to have better prospects in the times to come. The deployment of dealers and Authorised persons at all potential places will defiantly generate good turnover in near future The market analysis, client orientation program and staff training will be further enhanced to have better, additional revenues with alternate opportunities in trading will definitely help us to have promising tomorrow for the company MANAGEMENT DISCUSSION & ANALYSIS REPORT This Annual Report contains a separate section on the Management Discussion and Analysis as ANNEXURE: - I, which forms part of the Directors? Report TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 For the financial year ended 31st March, 2016, the Company is proposed to carry an amount of Rs 0.57 lacs to General Reserve Account. DIVIDEND Your Directors do not recommend any dividend for the year ended on 31st March, 2016. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND During the year no money have been transferred to Investor Education and Protection Fund MATERIAL CHANGES BETWEEM THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. ANNUAL RETURN The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal and information. DIRECTORS Mr. Rajesh J. Jhaveri, appointed as Managing Director, Mr. Jitendra B. Jhaveri, Director and Mr. Kantilal N. Patel, Independent Director, resigned during the year ended on 31st March, 2016 on 10th November, 2016 Mr. Kamlesh J. Jhaveri was appointed as Whole-time Directors on remuneration as decided in 19th Annual General Meeting held on 10th August 2013 for term of three years with effect from 1st August 2013 till 31st July 2016, Board of Directors on recommendation of Nomination and Remuneration committee, in their meeting held on 30th May, 2016 resolved to appoint Mr. Kamlesh J Jhaveri as whole-time Director of the Company with effect from 1st August 2016 till 31st July 2021, As per Section 152 of the Companies Act, 2013, Mr. Bhaderesh J. Jhaveri and Mrs. Bela R. Jhaveri, Directors of the Company, retire by rotation at the ensuing Annual General meeting and offers themselves for re-appointment. Mr. Bimal D. Mehta, & Mr. Ashesh J. Trivedi, were appointed as Independent Directors of the Company and have given declaration that they meets with the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013. Independent Director of your Company are appointed effective from 2nd January, 2015 to 2nd January, 2020 as approved by members in 21st Annual General Meeting held on 26th September, 2015 DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that- (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The directors had 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 at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had 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; (d) The directors had prepared the annual accounts on a going concern basis; and (e) 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. (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. DECLARATION BY INDEPENDENT DIRECTORS The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013. AUDITORS’ REPORT 1) Independent Auditors Report M/s Mukund & Rohit, Chartered Accountants, Vadodara having Firm Registration No. 113375W, conducted statutory audit of Company for financial year ended on 31st March, 2016, Independent Auditors Report forms part of financial statement which forms part of Annual Report, There are no qualifications or adverse remarks in the Auditors? Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. 2) Secretarial Audit Report Pursuant to provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of your Company has appointed Ms. Heena Patel, Practicing Company Secretary, to Conduct Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as ANNEXURE: - III to this report. As the Secretarial Auditor has stated in their report that Company During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except (i) The newspaper advertisement for Annual General Meeting dated 26.09.2015 has been published at shorter period than minimum required 21 days. (ii) There have been changes in promoters? shareholding during the year and the Company has not made disclosures under SEBI Regulations and under the Act. The Board of Director of your Company would like to state that as regard to observation in point (i) Company had given newspaper advertisement for Annual General Meeting dated 26.09.2015 to news paper agency well before 21 days but due to presentation, formatting and modification of advertisement of Notice, the agency published it later. (ii) Changes in promoters? shareholding during the year took place due to transfer of shares wrongly by broker, but such transfer was rectified subsequently, this incidence was also reported to BSE Limited on in due time. RELATED PARTY TRANSACTIONS The Company is required to enter into transactions with related parties as defined under Section 188 of the Companies Act, 2013 and under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are shown in notes forming part of financial statement for the year ended as on 31st March, 2016 for your kind perusal and information. The Company has entered into new contract & agreement under section 188 of Companies Act, 2013 in financial year 2015-16, the details of such transaction is shown in FORM No. AOC-2 as Annexure –IV 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 weaknesses in the design or operation were observed. CORPORATE SOCIAL RESPONSIBILITY Your company is not required to comply with the provisions of Corporate Social Responsibility as per requirement of Section 135 readed with Schedule VII of the Companies Act 2013 KEY MANAGERIAL PERSONNEL During the year under review, following persons held position of Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013. Mr. Rajesh J. Jhaveri – Managing Director (Resigned on 10/11/2016) Mr. Kamlesh J. Jhaveri – Whole-time Director Mr. Chintan Vakil – Company Secretary Mr. Vatsal Desai – CFO Remuneration and other details of the Key Managerial Personnel for the financial year ended 31st March, 2016 are mentioned in the Extract of the Annual Return which is attached to the Directors? Report. PARTICULARS OF EMPLOYEES None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement containing particulars of employees pursuant to section 134 (3) (q) of Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) rules, 2014 is annexed herewith as ANNEXURE:- V PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES During year 2015-16 Board of Directors of your Company had decided to reduce the Share holding in above mentioned associate Companies and had gradually completely reduced the Share holding of Company in above mentioned Companies, as a result your Company did not have any Associate Companies as on 31st March, 2016 VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 AND Companies Meeting of Board & its powers Rules, 2014, Company has formulated Vigil Mechanism and the same is available on web site of Company www.jhavericommodity.com RELATED PARTY DISCLOSURE As Company did not have any Holding or Subsidiary Company, Company has not made disclosure as required under Regulation 53(f) readed with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report. 4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. SEXUAL HARASSMENT During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. FOREIGN EXCHANGE EARNINGS AND OUTGO There were no foreign exchange earnings and outgo during the year under review. RISK MANAGEMENT The Company has risk assessment and minimization system in place. The risk management procedures are reviewed regularly. ACKNOWLEDGEMENT Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and dealers of the Company. for and on behalf of Board of Directors of M/s Jhaveri Credits & Capital Ltd Kamlesh J. Jhaveri Whole-Time Director DIN: 00266242 Place: - Vadodara Date: - 30-05-2016 |