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JPT Securities

BSE: 530985|ISIN: INE630C01012|SECTOR: Finance - Investments
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Directors Report Year End : Mar '15    « Mar 14
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
 
Source : Dion Global Solutions Limited
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