X 
Directors Report
Home | Market Info | Company Profile | Directors Report
JG Chemicals Ltd.
BSE CODE: 544138   |   NSE CODE: JGCHEM   |   ISIN CODE : INE0MB501011   |   22-Nov-2024 Hrs IST
BSE NSE
Rs. 431.05
-5.05 ( -1.16% )
 
Prev Close ( Rs.)
436.10
Open ( Rs.)
436.05
 
High ( Rs.)
467.00
Low ( Rs.)
427.65
 
Volume
79049
Week Avg.Volume
59769
 
52 WK High-Low Range(Rs.)
BSE NSE
Rs. 431.75
-2.85 ( -0.66% )
 
Prev Close ( Rs.)
434.60
Open ( Rs.)
434.60
 
High ( Rs.)
467.20
Low ( Rs.)
428.00
 
Volume
929545
Week Avg.Volume
798983
 
52 WK High-Low Range(Rs.)
171.35
467.2
March 2018

Disclosure in board of directors report explanatory

DIRECTORS’ REPORT

To
The Members,

Your Directors have the pleasure in submitting before you the Annual Report together with Audited Statement of Accounts for the year ended on 31st March, 2018.

FINANCIAL RESULT & STATE OF COMPANY’S AFFAIRS:

           (Amount in Rs.)

Financial Results

F.Y. 2017-18

F.Y. 2016-17

Particulars

Amount

Amount

i. Profit before Taxation (PBT)

25,72,02,864

14,72,58,772

ii. Less : Tax including Deferred Tax

9,23,31,706

5,31,24,927

iii. Profit after Taxation (PAT)

16,48,71,158

9,41,33,845


FINANCIAL PERFORMANCE
During the year under review the Company has earned a Net Profit of Rs. 16,48,71,158/- compared to a net profit of Rs. 9,41,33,845/- during the previous year. Further the total revenue during the year is Rs. 2,54,41,96,379/- (previous year Rs. 2,29,10,31,433/-).

There has been no change in the business of the Company during the financial year ended 31st March, 2018.

TRANSFER TO RESERVE

The Company has not transferred any amount out of profit to General Reserve.

DIVIDEND

To conserve the resources of the Company for long-term & short-term working capital requirements and for General Corporate purposes, the Board of Directors of the Company did not recommend any dividend for the year 2017-18.

DEPOSITS

The Company has not accepted any Deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.

TRANSFER OF SHARES

During the year no shares were transferred.

ANNUAL RETURN
The Extracts of the Annual Return of the Company in MGT-9 as provided under section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 are annexed as Annexure – ‘I’.

BOARD OF DIRECTORS

There was no change in the Board during the year under review.

The Board of Directors met 7 (Seven) times in the year 2017-18 on 02.05.2017, 19.06.2017, 19.07.2017, 01.09.2017, 15.11.2017, 06.03.2018 and 26.03.2018.
The gap between any two Board Meetings did not exceed the requisite days as provided in the Companies Act, 2013.
The names of members of the Board, their attendance at the Board Meetings during the financial year 2017-18 are as under:

Name of Directors

Total Meetings held

Number of Meetings attended

Mr. Suresh Jhunjhunwala

7

7

Mr. Anirudh Jhunjhunwala

7

7


None of the Directors of the Company are disqualified as per section 164(2) and any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) as applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that :

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;
Appropriate accounting policies have been selected 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 31st March, 2018 and of the profit of the Company for the year ended on 31st March, 2018 ;
Proper and sufficient care has been taken, to the best of their knowledge and ability, 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 ;
The annual accounts have been prepared on a going concern basis; and
Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


AUDITORS:

M/s. S. K. S. & Co, Chartered Accountants (FRN: 322342E) have tendered their resignation from the office of Statutory Auditors, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013(“Act”). M/s B. Chhawchharia & Co, Chartered Accountants (FRN: 305123E), Kolkata were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. S. K. S. & Co, Chartered Accountants (FRN: 322342E) and would hold the office of Auditors till the conclusion of the ensuing Annual General Meeting.

M/s B. Chhawchharia & Co, Chartered Accountants (FRN: 305123E), have conveyed their consent for their appointment as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013. Accordingly they are proposed to appointed for a consecutive period of 5 (Five) years and holds office up to the conclusion of the Annual General Meeting (AGM) to be held in the year 2022-23.

The Notes on financial statement 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, adverse remark or disclaimer.

AUDITORS REPORT

The Notes to Accounts, as referred in the Auditors Report are self-explanatory and hence does not call for any further explanation.

There is no fraud committed in the Company by its officers confirmed by the Auditor as per section 143(12) of the Companies Act, 2013 during the course of his audit.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

RISK MANAGEMENT POLICY

Risk Management Policy of the Company is in place which identifies the weakness and threats faced by the Company. The Company applies its strength and effectively utilizes its opportunities available in the external environment to mitigate the foreseen risks.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE OR GUARANTEES GIVEN

The Company has not given any loan, not made any Investments and also not provided any Guarantee in the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

On the CSR front, your Company has contributed towards several causes like children education and Health care schemes. These initiatives will be continued in the years to come. The Report on CSR for the financial year 2017-18 enclosed in “Annexure”, in compliance to the provisions of Section 135 of the Companies Act, 2013.

The CSR committee is in place since 27th July, 2015. Presently, Mr. Suresh Jhunjhunwala, and Mr. Anirudh Jhunjhunwala are the members of the Committee. During the financial year ended 31st March, 2018, 2 (Two) Committee Meetings were held on 3rd October, 2017 and 27th March, 2018. All the Directors have duly attended both the Committee meetings.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with related parties during the f.y. 2017-18 were on arm’s length basis and were in the ordinary course of business and provisions of Section 188(1) are not attracted. Accordingly, disclosure in Form AOC 2 is not required.

The necessary disclosures regarding the transactions are given in the notes to accounts.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION :

In Compliance of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, details relating to energy and technology Absorption and Foreign Exchange Earning and Outgo are annexed hereto as Annexure and forms a part of this report.
FOREIGN EXCHANGE EARNING& OUTFLOW:

                              F.Y. 2017-18                F.Y. 2016-17
Foreign Exchange Earning:        2,39,751,780                20,09,25,371

Foreign Exchange Outgo:         1,49,01,78,748               1,24,42,68,322

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company during the financial year 2016-17 had acquired 75.3% stake in M/s BDJ Oxides Private Limited, thereby making it its subsidiary. This acquisition has been done in view of deriving strategic and operational benefits. Your Company do not possesses any associates companies.
Accordingly, the financial statements of your Company have been duly consolidated with the financials of M/s BDJ Oxides Private Limited in compliance to Section 128(3) of the Companies Act, 2013 along with applicable schedules and rules framed there under.

SIGNIFICANT & MATERIAL ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulator / courts / tribunals impacting the going concern status and Companies operations in future.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.




Registered office:                       On behalf of the Board of Directors, 
34A, Metcalfe Street                    For J.G. Chemicals Private Limited       
Kolkata-700013,                                
Sd/-   Sd/-
       Suresh Jhunjhunwala           Anirudh Jhunjhunwala
Date: 31.08.2018              Managing Director              Director              
                                  (DIN: 00234725)           (DIN: 00234879)





Form MGT-9

EXTRACT OF ANNUAL RETURN
         As on the financial year ended on 31.03.2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]


I. Registration and other details:

i)

CIN

U24100WB2001PTC093380

ii)

Registration Date

28/06/2001

iii)

Name of the Company:

J. G. Chemicals Private Limited

iv)

Category/Sub-Category of the Company:

Company Limited by shares, Indian Non - Government Company

v)

Address of the Registered office and contact details

34A, Metcalfe Street, 3rd Floor, Flat 3F, Kolkata – 700013

vi)

Whether listed company 

No

vii)

Name, Address and Contact details of Registrar and Transfer Agent, if any:

Not Applicable

II.  Principal business activities of the company: Manufacturing of Chemicals.

All the Business activities contributing 10 % or more of the total turnover of the company are stated:-

Sl. No

Name and Description of main products/ services

NIC Code of the Product/service

% to total turnover of the company

1

Manufacture of organic and inorganic chemical

20119

100%


III.Particulars of holdings subsidiary and associate companies

SL. No.

Name and Address of the company

CIN/GLN

Holding/ Subsidiary/Associate

% of shares held

Applicable section

1

BDJ Oxides Private Limited
34A, Metcalfe Street, 1st Floor, Flat 1C, Kolkata – 700013

U24100WB2010PTC154602

Subsidiary

75.30

2(87)








IV.  Shareholding pattern (Equity Share Capital Breakup as percentage of Total Equity)
 Category-wise Shareholding

Category of
Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during
the year

Demat

Physical

Total

% of total Shs

Demat

Physical

Total

% of total Shs

A. Promoters

(1) Indian

a) Individual/HUF

-

695000

695000

56.97%

-

695000

695000

56.97%

         Nil

b) Central Govt.

-

-

-

-

-

-

-

-

-

c) State Govt.(s)

-

-

-

-

-

-

-

-

-

d) Bodies Corp.

-

525000

525000

43.03%

-

525000

525000

43.03%

Nil

e) FIs / Banks

-

-

-

-

-

-

-

-

-

f) Any Other

-

-

-

-

-

-

-

-

-

Sub-Total (A)(1)

-

1220000

1220000

100%

-

1220000

1220000

100%

Nil

(2) Foreign

a) NRIs – Individuals

-

-

-

-

-

-

-

-

-

b) Other – Individuals

-

-

-

-

-

-

-

-

-

c) Bodies Corp.

-

-

-

-

-

-

-

-

-

d) FIs / Banks

-

-

-

-

-

-

-

-

-

e) Any Other

-

-

-

-

-

-

-

-

-

Sub-Total (A)(2)

-

-

-

-

-

-

-

-

-

Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

-

1220000

1220000

100%

-

1220000

1220000

100%

Nil

B. Public Shareholding

(1) Institutions

a) Mutual Funds

-

-

-

-

-

-

-

-

-

b) FIs / Banks

-

-

-

-

-

-

-

-

-

c) Central Govt.

-

-

-

-

-

-

-

-

-

d) State Govt.(s)

-

-

-

-

-

-

-

-

-

e) Venture Capital Funds

-

-

-

-

-

-

-

-

-

f) Insurance Cos.

-

-

-

-

-

-

-

-

-

g) FIIs

-

-

-

-

-

-

-

-

-

h) Foreign Venture Capital Funds

-

-

-

-

-

-

-

-

-

i) Any Other

-

-

-

-

-

-

-

-

-

Sub-Total (B)(1)

-

-

-

-

-

-

-

-

-

(2) Non-Institutions

a) Bodies Corp.
i) Indian
ii) Overseas

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

b) Individuals
i) Individual Shareholders holding Nominal Share Capital upto Rs. 1 lakh

-

-

-

-

-

-

-

-

-

ii)Individual Shareholders holding Nominal Sh Cap in excess of Rs. 1 lakh

-

-

-

-

-

-

-

-

-

c) Any Other

-

-

-

-

-

-

-

-

-

Sub-Total (B)(2)

-

-

-

-

-

-

-

-

-

Total Public
Shareholding
(B)= (B)(1)+(B)(2)

-

-

-

-

-

-

-

-

-

C. Shares held by Custodians for GDRs & ADRs

-

-

-

-

-

-

-

-

-

GRAND TOTAL (A)+(B)+(C)

-

1220000

1220000

100%

-

1220000

1220000

100%

Nil


Shareholding of Promoters

Sl No.

Shareholder’s
Name

Shareholding at the beginning of the year(01.04.2017)

Shareholding at the end of the year(31.03.2018)

% change
during the year

No. of Shares

% of total Shares

% of Shares Pledged / encumbered

No. of Shares

% of total Shares

% of Shares Pledged / encumbered

1

Suresh Jhunjhunwala

150000

12.30

Nil

150000

12.30

Nil

Nil

2

Eeshwar Fiscal Services Pvt. Ltd

112500

9.22

Nil

112500

9.22

Nil

Nil

3

Alka Jhunjhunwala

160000

13.11

Nil

160000

13.11

Nil

Nil

4

Anirudh Jhunjhunwala

160000

13.10

Nil

160000

13.10

Nil

Nil

5

Vision Projects & Finvest Pvt. Ltd.

140000

11.48

Nil

140000

11.48

Nil

Nil

6

Jayanti Commercial Ltd

122500

10.04

Nil

122500

10.04

Nil

Nil

7

Anirudh Jhunjhunwala, HUF

25000

2.05

Nil

25000

2.05

Nil

Nil

8

Anuj Jhunjhunwala

150000

12.30

Nil

150000

12.30

Nil

Nil

9

Suresh Kumar Jhunjhunwla, HUF

50000

4.10

Nil

50000

4.10

Nil

Nil

10

Alkan Fiscal Services Private Limited

100000

8.20

Nil

100000

8.20

Nil

Nil

11

B D J Chemicals Pvt. Ltd

50000

4.10

Nil

50000

4.10

Nil

Nil

Total

1220000

100.00

Nil

1220000

100.00

Nil

Nil


iii)     Change in promoters’ shareholding (please specify if, there is no change);
      

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding
during the year

No. of shares

% of total shs of the company

No. of shares

% of total shs. of the company

At the beginning of the year

1220000

100

1220000

100

Increase / Decrease in Share holding during the year

-

-

-

-

At the End of the year

1220000

100

1220000

100





iv)Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Company has no other shareholder other than Promoter shareholders.

v)   Shareholding of Directors and Key Managerial Personnel:

Sl.
No

For Each of the Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Reasons for increase / decrease

No. of
shares

% of total shares of the company

No. of
shares

% of total shares of the company

1

Suresh Jhunjhunwala, Director

At the beginning of the year

150000

12.30

150000

12.30

Nil

Date wise Increase / Decrease in Share holding during the year

-

-

-

-

-

At the End of the year

150000

12.30

150000

12.30

Nil

2

Anirudh Jhunjhunwala, Director

At the beginning of the year

160000

13.11

160000

13.11

Nil

Date wise Increase / Decrease in Share holding during the year

-

-

-

-

-

At the End of the year

160000

13.11

160000

13.11

Nil

V. Indebtedness

     Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

37,39,48,208

5,52,50,000

Nil

42,91,98,208

ii) Interest due but not paid

Nil

Nil

Nil

Nil

iii) Interest accrued but not due

Nil

Nil

Nil

Nil

Total (i+ii+iii)

37,39,48,208

5,52,50,000

Nil

42,91,98,208

Change in Indebtedness during the financial year

* Addition

Nil

12,32,50,000

Nil

12,32,50,000

* Reduction

(26,53,98,020)

Nil

Nil

(26,53,98,020)

Net Change

(26,53,98,020)

12,32,50,000

Nil

(14,21,48,020)

Indebtedness at the end of the financial year

i) Principal Amount

10,85,50,188

17,85,00,000

Nil

28,70,50,188

ii) Interest due but not paid

Nil

31,03,515

Nil

31,03,515

iii) Interest accrued but not due

Nil

Nil

Nil

Nil

Total (i+ii+iii)

10,85,50,188

18,16,03,515

Nil

29,01,53,703





VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director/ Whole-time Director or Manager

Sl No.

Particulars of Remuneration

Name of MD/WTD/Manager

Total

Suresh Jhunjhunwala
Managing Director

Anirudh Jhunjhunwala

1

Gross salary
Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
Value of perquisites u/s 17(2) Income-tax Act, 1961
Profits in lieu of salary under section 17(3) Income-tax Act, 1961


1,30,73,354



1,17,91,960


     2,48,65,314

2

Stock Option

Nil

Nil

3

Sweat Equity

Nil

Nil

4

Commission
- as % of profit
- others, specify.............

Nil

Nil

5

Others, please specify

Nil

Nil

Total (A)

1,30,73,354
-

1,17,91,960

2,48,65,314

Ceiling as per the Act

No ceiling as per the Act


*Mr. Anirudh Jhunjhunwala is a Executive Director of the Company.
** The Provision of section 197 of the Companies Act, 2013 regarding overall maximum Managerial Remuneration is not applicable to the Company.

B. Remuneration to other Directors:

SN.

Particulars of Remuneration

Name of Directors

Total Amount

1

Independent Directors
(a) Fee for attending board and committee meetings
(b) Commission
(c) Other, please specify

N.A.

N.A

Nil

Nil

Nil

Nil

Nil

Nil

Total (1)

2

Other Non-Executive Directors
(a) Fee for attending board and committee meetings
(b) Commission
(c) Other, please specify (Salary)
(d) Others

Nil

Nil

Nil

Nil

Total (2)

Nil

Nil

Total (B) =(1+2)

Nil

Nil

Ceiling as per the Act

N.A





C. Remuneration to Key Manegerial Personnel other than MD/ MANAGER/ WTD

Sl No.

Particulars of Remuneration

Key Managerial Personnel


CEO

Company Secretary


CFO


Total

1

Gross salary
Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
Value of perquisites u/s 17(2) Income-tax Act, 1961
Profits in lieu of salary under section 17(3) Income-tax Act, 1961



-



-


-



-



-


-



-



-


-



-



-


-

2

Stock Option

-

-

-

-

3

Sweat Equity

-

-

-

-

4

Commission
- as % of profit
- others, specify.............

-

-

-

-

5

Others, please specify

-

-

-

-

Total

-

-

-

-


VII.  PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES

Type

Section of the Companies Act

Brief Description

Details of Penalty /Punishment/ Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made,if any(give Details)

A. COMPANY

Penalty


Nil

Punishment

Compounding

B. DIRECTORS

Penalty


Nil

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty


Nil

Punishment

Compounding


J. G. Chemicals Pvt. Ltd.       For and on behalf of the Board
34A, Metcalfe Street,
Flat - 3F, 3rd Floor,
Kolkata – 700 013  Sd/-
Suresh Jhunjhunwala  
Date: 31st August, 2018            Managing Director       
  DIN: 00234725

Description of state of companies affair

FINANCIAL RESULT & STATE OF COMPANY’S AFFAIRS: (Amount in Rs.) Financial Results F.Y. 2017-18 F.Y. 2016-17 Particulars Amount Amount i. Profit before Taxation (PBT) 25,72,02,864 14,72,58,772 ii. Less : Tax including Deferred Tax 9,23,31,706 5,31,24,927 iii. Profit after Taxation (PAT) 16,48,71,158 9,41,33,845 FINANCIAL PERFORMANCE During the year under review the Company has earned a Net Profit of Rs. 16,48,71,158/- compared to a net profit of Rs. 9,41,33,845/- during the previous year. Further the total revenue during the year is Rs. 2,54,41,96,379/- (previous year Rs. 2,29,10,31,433/-). There has been no change in the business of the Company during the financial year ended 31st March, 2018.

Details regarding energy conservation

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION : In Compliance of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, details relating to energy and technology Absorption and Foreign Exchange Earning and Outgo are annexed hereto as Annexure and forms a part of this report.

Details regarding technology absorption

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION : In Compliance of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, details relating to energy and technology Absorption and Foreign Exchange Earning and Outgo are annexed hereto as Annexure and forms a part of this report.

Details regarding foreign exchange earnings and outgo

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION : In Compliance of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, details relating to energy and technology Absorption and Foreign Exchange Earning and Outgo are annexed hereto as Annexure and forms a part of this report. FOREIGN EXCHANGE EARNING & OUTFLOW: F.Y. 2017-18 F.Y. 2016-17 Foreign Exchange Earning: 2,39,751,780 20,09,25,371 Foreign Exchange Outgo: 1,49,01,78,748 1,24,42,68,322

Disclosures in director’s responsibility statement

DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that : 1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures; 2. Appropriate accounting policies have been selected 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 31st March, 2018 and of the profit of the Company for the year ended on 31st March, 2018 ; 3. Proper and sufficient care has been taken, to the best of their knowledge and ability, 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 ; 4. The annual accounts have been prepared on a going concern basis; and 5. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.