| Dear members,
The Directors have pleasure in presenting the Thirty Second (32nd)
Annual Report and the Audited Financial Statements on the business and
operations of your Company for the year ended 31st March, 2015.
FINANCIAL RESULTS
Rs. in thousand's
particulars For the ended 31st
year 2015 March 2014
Profit before Depreciation 2691 2121
Less: Depreciation 143 1241
Profit before Tax : 2548 880
Current Tax 410 175
Deferred Tax (26) (347)
Income Tax for earlier year (31) -
Profit after Tax 2195 1052
Add: Balance brought forward from 12187 11385
last year
Less: Transferred to Reserve U/s 45-IC 450 250
of RBI Act, 1934
Provision towards Standard Assets 18 -
Balance carried forward 13914 12187
SUMMARY OF OPERATIONS
During the year, the net revenue from operations of your Company
increased by 19.12 %, from Rs. 37.84 Lakhs to Rs. 45.07 Lakhs. For FY
2014 - 15, your Company's profit after tax stood at Rs. 21.95 Lakhs
vis-a-vis Rs. 10.52 Lakhs in the previous year, registering a growth of
108.65 %.
INDUSTRY SCENARIO
NBFCs play a vital role in the financial sector of our economy along
with other financial institutions. Over the years, due to their
strategic management practices and refined operational techniques
coupled with lower costs of delivery, lower restrictions on customers
etc., have led to it being an alternate choice and at times the first
choice for several customers, who need financing. While the RBI has
made regulations stringent for the NBFCs, it has also recognized the
utility of the NBFCs and thereby made them eligible to set up Banks and
also act as an extension of Banks, where the Banks cannot reach. Due
to the increase in finance space by NBFCs, the RBI's surveillance has
increased. Through its various regulatory measures NBFCs are brought
under stricter supervisory regime of RBI. While several steps are being
taken to increase the role that the NBFCs play, norms are being
strengthened to ensure that there is a strong, transparent and robust
non banking financial sector.
SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 2.82
crore. During the year, the Company did not allot any shares nor did
grant any stock options or sweat equity. As on March 31, 2015, none of
the Directors of the Company hold instruments convertible into equity
shares of the Company.
As on 31st March, 2015, the issued, subscribed and paid up share
capital of your Company stood at Rs. 2.82 crore, comprising 28.2 lakh
Equity shares of Rs. 10/- each.
DIVIDEND AND RESERVES
In order to consolidate the position of the company, Directors do not
recommend any Dividend for the year ended 31st March, 2015. During the
year, your Company transferred a sum of Rs. 4.5 lakh to Special Reserve
as per Section 45-IC of RBI Act, 1934.
PUBLIC DEPOSITS
The Company did not hold any public deposits at the beginning of the
year nor has it accepted any public deposits during the year under
review.
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
Your Company had no significant and material changes 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.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, extract of annual return is enclosed as Annexure 1.
BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on business
strategies/policies and review the financial performance of the
Company. The notice of each Board Meeting along with the agenda is
given in writing to each Director separately and in exceptional cases
tabled at the meeting. This ensures timely and informed decisions by
the Board.
In the financial year 2014-15, the Board met six times. The meetings
were held on 13th May, 2014, 2nd July, 2014, 11th August, 2014, 22nd
September, 2014, 13th November, 2014 and 12th February, 2015. The
interval between two meetings was well within the maximum period
mentioned under Section 173 of the Companies Act, 2013 and the Listing
Agreement.
COMMITTEES OF BOARD
The details of composition of the Committees of the Board of Directors
are as under :
a. Audit Committee
Sl. Name Category of Directors/ Chairman/
No. Members Members
1 Mr. Vijay Burman Independent Director Chairman
2 Mr. Anil Jhunjhunwala Non- Executive Director Member
3 Mr. Brajesh Kumar Independent Director Member
Dhandhania
During the year, the Committee had met on 12.02.2015 and 30.03.2015.
* Vigil Mechanism
Pursuant to the requirement of the Act, the Company has established a
vigil mechanism policy to report genuine concerns or grievances. The
Vigil Mechanism Policy has been posted on the website of the Company
(www.jjfc.co.in)
b. Nomination & Remuneration Committee
Sl. Name Category of Directors/ Chairman/
No. Members Members
1 Mr. Vijay Burman Independent Director Chairman
2. Mr. Rajesh Poddar Non- Executive Director Member
3. Mr. Brajesh Kumar Independent Director Member
Dhandhania
During the year, the Committee had met on 12.02.2015.
c. Stakeholders Relationship Committee
Sl. Name Category of Directors/ Chairman/
No. Members Members
1 Mr. Anil Jhunjhunwala Non-Executive Director Chairman
2. Ms. Ankita Nigam Company Secretary Member
*Ms. Ankita Nigam replaced Mr. Anuj Jalan from the Committee on
12.02.2015 after the latter's resignation from the Company. During the
year, the Committee had met on 25.03.2015.
Types of Meetings Date of Names of Directors'/
Meetings Members Present
13.05.2014 Mr. Anil Jhunjhunwala,
Mr. S. P. Mukherjee,
Mr. Rajesh Poddar,
Mr. Shyam Bagaria &
Mr. Amit Bhalotia.
02.07.2014 Mr. Anil Jhunjhunwala,
Mr. S. P. Mukherjee,
Mr. Rajesh Poddar,
Mr. Shyam Bagaria &
Mr. Amit Bhalotia.
11.08.2014 Mr. Anil Jhunjhunwala,
Mr. S. P. Mukherjee,
Mr. Rajesh Poddar &
Mr. Shyam Bagaria
Board Meetings 22.09.2014 Mr. Anil Jhunjhunwala,
Mr. Shyam Bagaria,
Mr. Brajesh Kumar
Dhandhania,
Mr. Vijay Burman,
Mrs. Hilla Bhathena &
Mr. Rajesh Poddar.
13.11.2014 Mr. Anil Jhunjhunwala,
Mr. Shyam Bagaria,
Mr. Brajesh Kumar
Dhandhania,
Mr. Vijay Burman,
Mrs. Hilla Bhathena &
Mr. Rajesh Poddar.
12.02.2015 Mr. Anil Jhunjhunwala,
Mr. Shyam Bagaria,
Mr. Brajesh Kumar
Dhandhania,
Mr. Vijay Burman,
Mrs. Hilla Bhathena &
Mr. Rajesh Poddar.
Audit Committee Meetings 12.02.2015 Mr. Vijay Burman,
Mr. Anil Jhunjhunwala &
Mr. Brajesh Kumar
Dhandhania
30.03.2015 Mr. Vijay Burman,
Mr. Anil Jhunjhunwala &
Mr. Brajesh Kumar
Dhandhania
Annual General Meeting 26.08.2014 Mr. Anil Jhunjhunwala,
Mr. S.P. Mukherjee &
Mr. Shyam Bagaria
Nomination & Remuneration 12.02.2015 Mr. Vijay Burman,
Committee Meeting Mr. Rajesh Poddar &
Mr. Brajesh Kumar
Dhandhania
Stakeholder Relationship 25.03.2015 Mr. Anil Jhunjhunwala &
Committee Meeting Ms. Ankita Nigam.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Rajesh Poddar, Director retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for
reappointment.
During the year, Mr. Brajesh Dhandhania, Mr. Vijay Burman and Mrs.
Hilla Bhathena have been appointed as an Independent Directors for term
of five years. Further, Mr. S. P. Mukherjee and Mr. Amit Bhalotia have
resigned as Directors of the Company with effect from 26.08.2014.
Also, Mr. Rabi Kumar Almal, Mr. Hriday Mondal and Ms. Ankita Nigam have
been appointed as Chief Executive Officer, Chief Financial Officer and
Company Secretary with effect from 01.12.2014, 10.03.2015 and
12.02.2015 respectively. Further Mr. Anuj Jalan resigned as the
Company Secretary cum Chief Financial Officer of the Company with
effect from 31.01.2015.
Mr. Anil Jhunjhunwala became the Managing Director of the Company on
01.09.2014 and later changed his designation to Non-Executive Director
with effect from 01.10.2014.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm 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;
(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; and
(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
Mr. Brajesh Kumar Dhandhania, Mr. Vijay Burman and Mrs. Hilla Bhathena
are Independent Directors on the Board of your Company. These
Non-Executive Independent Directors fulfill the conditions of
Independence specified in Section 149(6) of the Companies Act, 2013 and
Rules made thereunder and meet with the requirement of Clause 49 of the
Listing Agreement entered into with the Stock Exchanges. A format
letter of appointment to Independent Director as provided in Companies
Act, 2013 and the Listing Agreement has been issued and disclosed on
the website of the Company viz. www.jjfc.co.in.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Board Committees. A structured
questionnaire was prepared after circulating the draft forms, covering
various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance. The
performance evaluation of the Non- Independent Directors was carried
out by the Independent Directors. The Directors expressed their
satisfaction with the evaluation process.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION
In accordance with Section 178 of the Companies Act, 2015, the Board of
Directors have adopted a Policy on Board Diversity, Director Attributes
and the Remuneration. The Policy of Nomination and Remuneration
Committee has been framed to encourage diversity of thought,
experience, knowledge, perspective, age and gender in the Board. The
Remuneration Policy for Directors, Key Managerial Personnel and all
other employees is aligned to the philosophy on the commitment of
fostering a culture of leadership with trust. The Remuneration Policy
aims to ensure that the level and composition of the remuneration of
the Directors, Key Managerial Personnel and all other employees is
reasonably sufficient to attract, retain and motivate them to
successfully run the Company. The Details of Remuneration paid by the
Company is given in MGT- 9 of the Annual Report.
INTERNAL FINANCIAL CONTROLS
Effective Internal Controls are necessary for building up an efficient
organization. Our Company has adequate Internal Control systems in
place to ensure accuracy, transparency and accountability in its
operations. A dedicated concurrent audit team functioning within the
Company confirms that the activities are in compliance with its
policies and occurrences of deviations are reported to the Management.
The concurrent audit report is reviewed by the internal auditors - M/s
Guha & Matilal, a firm of practicing Chartered Accountants. Internal
auditors review operations of the Company and ensure that the Company
is functioning within the limits of all applicable statutes. Any
Internal Control weaknesses, non compliance with statutes and
suggestions on improvements in existing practices forms part of
internal audit report. Audit Committee reviews the internal audit
report and ensures that observations pointed out in the report are
addressed in a timely and structured manner by the Management. The
Internal Audit Report is reviewed by Statutory Auditors while
performing audit functions to confirm that there are no transactions
conflicting with interests of the Company. The Internal Financial
Controls with reference to the Financial Statements are commensurate
with the size and nature of business of the Company.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
In the last AGM held on August 26, 2014, M/s. Chaturvedi & Partners,
Chartered Accountants have been appointed Statutory Auditors of the
Company for a period of three years. Ratification of appointment of
Statutory Auditors is being sought from the members of the Company at
the ensuing AGM. Further, the report of the Statutory Auditors along
with notes to Schedules is enclosed to this report. The Auditors'
Report is self-explanatory and therefore does not call for any further
comments.
SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there under, M/s.
Corporate Advisors Law Professionals LLP, represented by Ms. Disha
Dugar, Practicing Company Secretary, had been appointed Secretarial
Auditor of the Company. The Secretarial Audit Report, enclosed as
Annexure 2 is self-explanatory and does not call for any further
comments.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Act pertaining to investment and
lending activities are not applicable to the Company since the Company
is an NBFC. Details of guarantees and/or security in connection with
loans to other body corporates or persons are given in notes to the
Financial Statements.
RELATED PARTY TRANSACTIONS
The provisions of Section 188(1) do not attract as the transactions
entered into with Related Parties are in ordinary course of business on
arms length basis. Thus disclosure in AOC-2 is not required. The
Company has developed a Related Party Transaction framework through
standard operating procedures for the purpose of identification and
monitoring of such transactions.
PARTICULARS OF EMPLOYEES
Your Company treats its "Human Resources" as one of its most important
assets. The information required pursuant to Section 197 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company will be
provided upon request. In terms of section 136 of the Act, the Reports
and Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual general Meeting. If any Member is interested in
obtaining a copy thereof,such Member may write to the Company Secretary
in this regard. None of the employees were drawing in excess of the
limits as specified by the Companies Act, 2013 and the rules made
thereunder that needs disclosing in the Directors Report.
RISK MANAGEMENT POLICY
In terms of the requirement of the Act, the Company has developed and
implemented the Risk Management Policy and the Audit Committee of the
Board reviews the same periodically. The Risk Management policy inter
alia provides for review of the risk assessment and minimization
procedure, laying down procedure to inform the Board in the matter and
for periodical review of the procedure to ensure that management
controls the risks through properly defined framework.
CORPORATE GOVERNANCE
Since the paid up share capital of your Company and its net-worth was
below the prescribed limit as notified by SEBI vide circular no.
CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014; the compliance of
clause 49 of the listing agreement is not mandatory on the Company in
the financial year 2014-2015.
CORPORATE SOCIAL RESPONSIBILTY
Since your Company does not fall under the threshold laid down in
section 135 of the Companies Act, 2013, the provision of section
134(3)(o) of the Companies Act, 2013 is not applicable and no
disclosure is required by the Board.
DISCLOSURE PURSUANT TO LISTING AGREEMENT
Necessary disclosures pursuant to listing agreement are made hereunder:
The shares of the company are listed on the following Stock Exchanges
in the period under review.
Name and Address of the Stock Exchange Security Listed
1. The Calcutta Stock Exchange Ltd. Equity Shares
7, Lyons Range, Kolkata - 700 001
2. The Bombay Stock Exchange Ltd Equity Shares
25th Floor, P. J. Towers,
Dalal Street, Fort,Mumbai - 400 001
3. The Delhi Stock Exchange Ltd Equity Shares
DSE House, 3/1, Asaf Ali Road,
New Delhi - 110 002
The Listing fees to The Calcutta Stock Exchange Ltd. and The Bombay
Stock Exchange Ltd. for the Financial Year 2015 - 16 have been paid.
Securities and Exchange Board of India has derecognised Delhi Stock
Exchange Ltd., hence no invoice was raised.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The Company, being a Non-Banking Finance Company (NBFC), does not have
any manufacturing activity neither does it have any foreign exchange
earnings or any foreign exchange outgo. The Directors, therefore, have
nothing to report on conservation of energy and technology absorption.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for employees at all
levels, who have contributed to the growth and performance of your
Company.
Your Directors also thank the clients, vendors, bankers, shareholders
and advisers of the Company for their perennial support during the
year.
We also express our gratitude towards the Central and State
Governments, and other statutory authorities for their continued
support.
For and on behalf of the Board
Place : Kolkata Anil Jhunjhunwala Shyam Bagaria
Dated : 9th July, 2015 Director Director
DIN : 00128717 DIN : 00121949
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