To The Member of JPT SECURITIES LIMITED
The Directors are pleased to present the 19th Annual Report together
with the Audited Accounts for the financial year ended March 31, 2013.
The performance of your Company on standalone basis for the financial
year ended March 31, 2013, as compared to the previous year is
(Rs. In Lacs)
Particulars March 31, 2013 March 31, 2012
Net Income 766.86 407.30
Less: Expenditure 546.64 136.57
Depreciation and Tax 220.22 270.73
Less: Depreciation 0.04 0.07
Profit before Tax 220.18 270.66
Less: Taxes 83.59 116.88
Profit after Tax for the year 136.59 153.78
Less: Transfer to Statutory
Reserve Account as per
Section 45-IC of Reserve 27.32 30.76
Bank of India Act, 1934
Balance carried to Balance Sheet 370.50 261.23
Note: Previous year''s figures are regrouped/rearranged, wherever
With a view to conserve resources, the Directors do not recommend
dividend for the year under review.
REVIEW OF OPERATIONS
Your Company is a Non-deposit taking Non-Banking Financial Company.
During the financial year under review, the Company has earned total
income of Rs. 766.86 Lacs as compared to the income of Rs. 407.30 Lacs
during the previous year. The profit after tax as on March 31, 2013
amounted to Rs. 136.59 Lacs as against profit of Rs. 153.78 Lacs during the
previous financial year.
Your Company has one wholly owned subsidiary namely JPT Share Services
Private Limited (JSSPL). JSSPL is admitted as a Deposit Based
Trading Member of Cash and Equity Derivatives Segment of BSE Limited.
However, it is yet to commence the business.
General Exemption: In terms of General Circular No. 2/2011 dated
February 8, 2011 read with General Circular No. 3/2011 dated February
21, 2011, issued by the Government of India - Ministry of Corporate
Affairs under section 212(8) of the Companies Act, 1956, general
exemption has been granted to companies from attaching the financial
statements of subsidiaries subject to fulfillment of conditions
prescribed in the said Circulars. The Company has complied with the
conditions mentioned in the said circular and accordingly, the
financial statements viz., Balance Sheet, Profit & Loss Account,
Directors'' Report and Auditor''s Report of JSSPL have not been
annexed to this Report. The brief financial information of JSSPL, as
per the requirement of the said Circular, is annexed to the
Consolidated Financial Statements of the Company, which forms part of
this Annual Report.
Further, the Audited Accounts of JSSPL will be furnished upon written
request from any Member of the Company. The Audited Accounts of JSSPL
will be made available at the Company''s website i.e.,
www.jptsecurities.com and will also be made available for inspection at
the Registered Office of the Company and JSSPL. The Consolidated
Financial Statements presented by the Company in this Annual report
includes financial results of JSSPL.
The Board presently consists of four Directors which include one
Executive Director and three Non-Executive Directors with two of such
Non-Executive Directors being Independent Directors.
Mr. J. Alexander, Non-Executive Independent Chairman, is retiring by
rotation at the ensuing AGM and being eligible, has offered himself for
re-appointment. The Board recommends the re-appointment of Mr. J.
Alexander for the approval of the Members.
Mr. Rajendra Ganatra and Mr. S. Sundar resigned from the Directorship
of the Company w.e.f. from April 1, 2013 and August 2, 2013,
respectively, due to their pre-occupation. The Board placed on records
its appreciation for the contribution made by them during their tenure
as Director of the Company.
Mr. Ravindra Kumar Belapurkar, Whole-time Director, was not liable for
retirement by rotation. A resolution was passed by the Board on April
1, 2013 for making him eligible for retirement by rotation in order to
comply with the requirement of Section 255 of the Companies Act, 1956.
Pursuant to Clause 49 of the Listing Agreement, a brief profile of
Director proposed to be re-appointed at the ensuing AGM is provided in
the Notice of ensuing AGM.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) of the Companies Act, 1956, the Directors
a) in the preparation of the annual accounts for the financial year
ended March 31, 2013, the applicable accounting standards have been
followed along with proper explanation relating to the material
b) the selected accounting policies were applied consistently and the
Directors 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, 2013 and of the profit of the Company for the
year ended on that date;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis.
M/s. Batra Sapra & Co., Chartered Accountants, Statutory Auditors of
the Company, bearing ICAI Registration No. 000103N, retire at the
conclusion of ensuing AGM and being eligible, have confirmed their
eligibility to accept office, if re-appointed as required under the
provisions of section 224(1B) of the Companies Act, 1956, the Company
has obtained written certificate from the retiring Auditors to the
effect that their re-appointment, if made, would be within the limits
prescribed under the said Act.
The Board recommends the re-appointment of M/s. Batra Sapra & Co.,
Chartered Accountants, as the Statutory Auditors of the Company.
The Auditors'' Report to the Members on the Accounts of the Company
for the financial year ended March 31, 2013, is self explanatory.
The composition of the Audit Committee is in compliance with Section
292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.
The present constitution of Audit Committee comprises of Mr. B. S.
Bhalerao as Chairman and Mr. J. Alexander and Mr. Ravindra Kumar
Belapurkar as Members. The Audit Committee has reviewed the Audited
Accounts of the Company for the financial year ended March 31, 2013,
annexed with this Report.
The Authorized Share Capital of the Company was increased from Rs.
4,00,00,000/- (Rupees Four Crores Only) divided into 40,00,000 (Forty
Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs.
45,00,00,000/- (Rupees Forty Five Crores only) divided into 50,00,000
(Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each and
4,00,00,000 (Four Crores) Preference Shares of Rs. 10/- (Rupees Ten only)
each vide Special Resolution passed by way of Postal Ballot on April
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, prepared in accordance with
the requirements of Clause 49 of the Listing Agreement, forms part of
As per Clause 49 of the Listing Agreement with the Stock Exchange(s), a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from M/s. Aashish K. Bhatt &
Associates, Practicing Company Secretaries, confirming compliance forms
part of this Report.
LISTING AGREEMENT COMPLIANCES
The Equity Shares of the Company are listed on BSE Limited. The Company
has paid the annual listing fees for the financial year 2013-2014 and
has complied with the conditions of the Listing Agreement with BSE
During the financial year under review, the Company has not accepted
any deposits from the public and hence there are no outstanding
deposits as on March 31, 2013.
No shares of the Company were bought back during the financial year
The Compliance Certificate for the financial year ended March 31, 2013,
pursuant to section 383A of the Companies Act, 1956, issued by M/s.
Aashish K. Bhatt & Associates, Practicing Company Secretaries, forms
part of this Report.
PARTICULARS OF EMPLOYEES
During the financial year under review, none of the employees of the
Company are covered under section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975.
PARTICULARS OF LOANS/ADVANCES
The disclosure in terms of Clause 32 of the Listing Agreement has been
made in the Audited Accounts of the Company for the financial year
ended March 31, 2013, wherever necessary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Considering the nature of business of the Company, there are no
particulars to be disclosed in respect of conservation of energy and
technology absorption as required under Section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988. There are no
Foreign Exchange Earnings and Outgo during the year ended March 31,
The personnel relations of the Company remained cordial and peaceful
throughout the year.
GREEN INITIATIVE IN CORPORATE GOVERNANCE
The ''Green Initiative in Corporate Governance'' programme was
introduced by the Ministry of Corporate Affairs vide Circulars 17/2011
and 18/2011 dated April 21, 2011 and April 29, 2011, respectively,
whereby Companies were given permission to send notices, documents
including Annual Report, etc. in electronic mode. This reduces paper
consumption to a great extent and allows Members to contribute towards
a Greener Environment.
In this regard, Company had already issued a letter to all the Members
giving them an advance opportunity to register their email address (and
changes therein from time to time) with the Company so that the
documents can be sent to them in the electronic mode. Accordingly, the
Company has arranged to send the soft copies of these documents to the
E-mail IDs of Members, wherever applicable. In case any of the Members
would like to receive physical copies of these documents, the same
shall be forwarded, free of cost, on written request made by Members to
MAS Services Limited, Registrar and Share Transfer Agents of the
Your Directors thank all the Members, Employees, Bankers, Clients,
Vendors and Government Authorities for their support during the year
under review and look forward to their continued support in the future.
By Order of the Board of Directors
Place: Mumbai J. Alexander
Date: August 28, 2013 Chairman