| Dear Members,
Your Directors have pleasure in presenting 21st Annual Report of the
Company together with the Audited Financial Statement for the year
ended March 31,2015.
Financial Highlights (StandalonE)
During the year under review, performance of your Company as under:
(Rupees in Lacs)
Particulars 2014-2015 2013-2014
Total Income 61.31 111.03
Less: Expenditure 18.35 44.66
Profit before Depreciation & Taxation 42.96 66.37
Less: Depreciation 0.08 0.02
Profit before Tax 42.89 66.35
Less: Taxes 8.87 22.40
Profit after Tax 34.02 43.95
Less: Adjustment of CWIP write off (9.73)
Less: Transfer to Statutory Reserve
Account as per Section 45-IC of 6.80 8.78
Reserve Bank of India Act, 1934
Balance carried forward to Balance Sheet 17.49 35.17
Note: Previous year's figures are regrouped/rearranged, wherever
necessary.
Review of Company's Affairs
Your Company is a Non-deposit taking Non-Banking Financial Company.
During the year under review, the Company has earned total income of
Rs. 61.31 Lacs as compared to the income of Rs. 111.02 Lacs during the
previous financial year. The profit after tax as on March 31,2015
amounted to Rs. 34.02 Lacs as against profit of Rs. 43.94 Lacs during
the previous financial year.
Dividend
With a view to conserve resources, your Directors do not recommend
dividend for the year under review.
Reserves
During the year under review, Rs. 6.80 Lacs (Previous year Rs. 8.78
Lacs) is transferred to Statutory Reserve Account as prescribed under
section 45-IC of the Reserve Bank of India Act, 1934.
Authorised Share Capital
The Members of the Company had in the 20th AGM held on September 30,
2014, ratified & approved the decision of the Board of Directors for
rescission & withdrawal of Postal Ballot resolution passed on April 12,
2013, for increasing the Authorised Share Capital of the Company,
alteration of Memorandum of the Company and Preferential allotment of
preference shares to Promoter Company. Accordingly, the Authorised
Share Capital of the Company remains unaltered.
Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, the extract of the Annual Return for the Financial Year 2014-15
in Form MGT-9 is annexed herewith as 'Annexure I'.
Material Changes and Commitments
No material changes and commitments have occurred between the end of
financial year of the company and the date of this report affecting the
financial position of the Company as at March 31,2015.
Particulars of Loan, Guarantees and Investments under Section 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
Also, pursuant to Clause 32 of the Listing Agreement, the particulars
of Loans/Advances given to Subsidiaries have been disclosed in the
notes to the Financial Statements.
Particulars of Contracts or Arrangements with Related Parties
All related party transactions attracting compliance under Section 188
of the Companies Act, 2013, are placed before the Audit Committee as
also before the Board for approval. The details of related party
transactions are given in the Notes to the Financial Statements.
Deposits
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 of the Companies Act, 2013 and the
rules made thereunder.
Details of Subsidiary
The Company has one wholly owned subsidiary namely JPT Share Services
Private Limited ("JSSPL"). There are no associate companies within the
meaning of Section 2(6) of the Companies Act, 2013. In accordance with
Section 129(3) of of the Companies Act, 2013 and AS-21 on Consolidated
Financial Statements, the Audited Consolidated Financial Statements
forms part of this Annual Report.
The performance and financial position of the JSSPL as per Section 129
read with Rule 5 of the Companies (Accounts) Rules, 2014 annexed to the
Notes to Financial Statements in Form AOC - 1 and hence not repeated
here for the sake of brevity, under Rule 8 of the Companies (Accounts)
Rules, 2014.
Further, during the financial year under review, none of the Companies
became or ceased to be the Subsidiary or Associate of the Company,
though the Board of Directors, in their Meeting held on August 11,2015,
approved the ceasing of JSSPL as subsidiary of the Company.
Details of Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Nikhil Gandhi (DIN: 00030560) retires by rotation at the ensuing
AGM and being eligible, offers himself for re-appointment.
Ms. Gayathri Ramachandran (DIN: 02872723) has been appointed as an
Additional (Independent) Director, with effect from February 14, 2015
and she holds office up to the date of ensuing AGM. The Company has
received a notice under the provisions of Section 160 of the Companies
Act, 2013 along with the requisite deposit proposing appointment of Ms.
Gayathri Ramachandran as a Director of the Company. Appropriate
Resolution are being proposed at the ensuing AGM to appoint her for a
period of five consecutive years as contemplated under Section 149 of
the said Companies Act, 2013, and she shall not be liable to retire by
rotation.
Brief profiles of Directors proposed to be appointed/re-appointed as
aforesaid is provided in the Exhibit to the Notice of ensuing AGM. The
Board of Directors recommends appointment/reappointment of the
aforesaid Directors at the ensuing AGM.
Mr. Arun Sahu was appointed as the Whole-time Key Managerial Personnel
of the Company under the category of Chief Financial Officer with
effect from November 13, 2014.
Mr. Ravindra Kumar Belapurkar, Whole-time Director of the Company was
the Key Managerial Personnel pursuant to the provisions of Section 203
of the Companies Act, 2013 and was already in office before the
commencement of the Companies Act, 2013. Further, pursuant to section
167(1)(b) of the Companies Act, 2013, he ceased to be the Director &
Whole-time Director of the Company with effect from May 28, 2015. The
Board places on record, its appreciation for the valuable contribution
made by him during their tenure.
Ms. Aarti Salekar was appointed as the Whole-time Key Managerial
Personnel of the Company under the category of Company Secretary with
effect from November 13, 2014 and ceased to hold the said positions
with effect from July 21,2015.
Declaration by Independent Directors
The Company has received necessary declaration from each of the
Independent Directors under section 149(6) of the Act that they meet
the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Number of Board Meetings
The Board met five times during the financial year, May 30, 2014,
August 14, 2014, September 04, 2014, November 13, 2014 and February 13,
2015. The maximum time gap between any two consecutive meetings did not
exceed one hundred and twenty days.
Independent Directors' Meeting:
The Independent Directors met on February 13, 2015, without the
attendance of Non-Independent Directors and members of the Management.
The Independent Directors, inter alia, reviewed the performance of
Non-Independent Directors and the Board as a whole; the performance of
the Chairman of the Company and assessed the quality, quantity and
timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably
perform their duties.
Performance Evaluation
The Companies Act, 2013 and Clause 49 of the Listing Agreement entered
with the Stock Exchanges stipulate the performance evaluation of the
Directors, Board and its Committees. The Company has devised the
criteria based on which the annual performance evaluation of the
Directors, Board and Board Committees has been carried out.
The Committee of Independent Directors at their Meeting held on
February 13, 2015, evaluated the performance of Non- Independent
Directors including Chairperson of the Company and the Board as a
whole. The Board of Directors, at their Meeting held on February 13,
2015, considered the performance evaluation of the Directors, Board and
Board Committees. The performance evaluation of the Independent
Directors was carried out by the entire Board excluding the Director
being evaluated and based on the evaluation process the Board had
determined to continue the term of all the Independent Directors.
The criteria for performance evaluation of Independent Directors are
mainly devised based upon the parameter for professional conduct, role,
functions and duties laid under Schedule IV to the Companies Act, 2013
and are annexed to this Report as 'Annexure II'.
Directors Responsibility Statement
In accordance with the provisions of Sec. 134(5) of the Companies Act
2013, your directors confirm that:
a) in the preparation of the annual accounts for the financial year
ended March 31,2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b) they 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 profit /loss of the Company
for that period;
c) they have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
are operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
Audit committee
The Audit Committee comprises of Mr. V. Ramanan (Chairman), Ms.
Gayathri Ramachandran, Mr. J. Alexander and Mr. Nikhil Gandhi as
Members. All the recommendations made by the Audit Committee were
accepted by the Board.
The details with respect to the powers, roles, terms of reference, etc.
of the Audit Committee are given in details in the 'Report on Corporate
Governance' of the Company which forms part of this Annual Report.
Statutory Auditors
At the AGM held on September 30, 2014, M/s. Batra Sapra & Co.,
Chartered Accountants (ICAI Registration No. 000103N), were appointed
as the Statutory Auditors of the Company to hold office until the
conclusion of the 23rd AGM to be held in the calendar year 2017. In
terms of Section 139 of the Companies Act, 2013 read with the Rules
thereto, the appointment of the auditors shall be placed for
ratification at every AGM. Accordingly, the appointment of M/s. Batra
Sapra & Co., Chartered Accountants, as statutory auditors of the
Company, is placed for ratification by the members in the ensuing AGM.
The Company has obtained a certificate from the auditors to the effect
that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
In this regard, the Company has obtained a written consent under
Section 139 of the Companies Act, 2013 from the Auditors to such
continued appointment and also a certificate from them to the effect
that their appointment, if ratified, would be in accordance with the
conditions prescribed under the Companies Act, 2013 and the rules made
thereunder, as may be applicable.
Auditors' Report
The Auditors' Report to the Members on the Accounts of the Company for
the financial year ended March 31,2015, does not contain any
qualification, reservation and adverse remark.
Secretarial Auditor
Pursuant to Section 204 of the Companies Act 2013, the Board had
appointed Mr. Aashish K. Bhatt, Practicing Company Secretary, Mumbai,
as the Secretarial Auditor to conduct the Secretarial Audit of the
Company for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March
31,2015, is annexed to this report as 'Annexure III', does not contain
any qualification, reservation and adverse remark.
Corporate Governance
Your Company adopts high standards of Corporate Governance and adheres
to the corporate governance requirements set out by the Securities and
Exchange Board of India (SEBI). A report on Corporate Governance along
with a certificate for compliance with the Clause 49 of the Listing
Agreement issued by Mr. Aashish K. Bhatt, Practicing Company
Secretaries, forms part of this Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review
as stipulated under Clause 49 of the Listing Agreement is presented in
a separate section forming part of this Annual Report.
Adequacy of Internal Financial Control with reference to the Financial
Statements
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, no reportable
material weakness in the design or operation was observed in the
internal financial controls.
Managerial Remuneration
Disclosures of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant
to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as 'Annexure IV'.
None of the Directors of the Company are in receipt of any commission
from the Company or from Subsidiary of the Company.
The details of remuneration paid to the Directors and Key Managerial
Personnel of the Company are given in 'Annexure I' to this Report.
Risk Management Policy
Pursuant to the requirement of Section 134 of the Companies Act, 2013
and Clause 49 of the Listing Agreement, the Company has already in
place a Risk Management Policy. It has a robust Risk Management
framework to identify and evaluate business risks and opportunities.
The framework seeks to create transparency, minimise adverse impact on
the business objectives and enhance the Company's competitive
advantage.
Significant & material orders passed by the regulators or courts or
tribunal
There are no significant material orders passed by the regulators or
courts or tribunals which would impact the going concern status and
company's operations in future.
Nomination & Remuneration Policy
The Nomination and Remuneration Committee comprises of Mr. V. Ramanan
(Chairman), Mr. J. Alexander and Mr. Nikhil Gandhi as Members. The
terms of reference of the Committee are given in the Corporate
Governance Report which forms part of this Annual Report.
The Nomination and Remuneration Policy recommended by the Nomination
and Remuneration Committee is duly approved by the Board of Directors
of the Company and is annexed to this Report as 'Annexure V'.
Familiarisation Programme for Board Members
The Board Members are provided with necessary documents and policies to
enable them to familiarise themselves with the Company's procedures and
practices.
The details of such familiarisation programmes for Independent
Directors of the Company are posted on the website of the Company at
www.iptsecurities.com/images/pdf/Policies-Codes/Familiarisation-
Programme-for-IDs.pdf.
Vigil Mechanism/Whistle Blower Policy
The Company has implemented the Vigil Mechanism/Whistle Blower Policy
which encourages the Whistle Blower to report genuine concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. The mechanism provides for
adequate safeguards against victimization of Whistle Blower who avail
of such mechanism and also provides for direct access to the Chairman
of the Audit Committee, in exceptional cases.
The details of Vigil Mechanism/Whistle Blower Policy are available on
the website of the Company at www.jptsecurities.com/
images/pdf/Policies-Codes/Whistle-Blower-Policv-Vigil-Mechanism.pdf.
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.
Particulars of Employees
None of the employees exceed the limit pursuant to Section 197(12) of
the Companies Act, 2013 and Rule 5 (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
Conservation of Energy, Technology, Absorption, Foreign Exchange
Earnings and Outgo
Considering the nature of the business of the Company, there are no
particulars to be disclosed relating to the Conservation of Energy,
Research and Development and Technology Absorption as required under
Section 134(3)(m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, during the year under review.
There was no Foreign Exchange Earnings and Outgo during the year under
review.
Certificate under clause 49(IX) of the Listing Agreement
In lieu of CEO, the Board of Directors of the Company, at their Meeting
held on May 28, 2015, authorised the Chairman and CFO to issue
certificate under clause 49(IX) of the Listing Agreement for the year
ended March 31,2015. The certificate forms part of this Report.
Code of Conduct
The Board of Directors has adopted the Code of Conduct for the Board
Members and Senior Managerial Personnel. A confirmation from the
Chairman regarding compliance with the said Code by all the Directors
and Senior Managerial Personnel forms part of this Annual Report. The
Code of Conduct is posted on the website of the Company
www.jptsecurities.com.
Green Initiative
In accordance with the 'Green Initiative', the Company has been sending
the Annual Report/Notice of AGM in electronic mode to those Members
whose E-mail Ids are registered with the Company and/or the Depository
Participants.
Your Directors are thankful to the Members for actively participating
in the Green Initiative.
Appreciations and Acknowledgment
The Board of Directors wishes to express its sincere appreciation and
thanks to all Members, Employees, Bankers, Clients, Advisors, Vendors,
Government and other regulatory authorities for their consistent
support and co-operation and look forward to their continued support
and co-operation in future.
By Order of the Board of Directors
Place : Mumbai J. Alexander
Date : August 11,2015 Chairman
DIN: 00485766
Registered Office:
SKIL House,
209, Bank Street Cross Lane,
Fort, Mumbai - 400 023.
CIN : L67120MH1994PLC204636
Email : company.secretary@jptsecurities.com
Website : www.jptsecurities.com
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