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Directors Report Year End : Mar '14    « Mar 13
Dear Members,
 
 The Directors are pleased to present the 20th Annual Report of your
 Company together with the Audited Statement of Accounts for the year
 ended March 31,2014.
 
 FINANCIAL PERFORMANCE (STANDALONE):
 
 The performance of the Company for the financial year ended March
 31,2014, is summarized below:
 
                                                          (Rs. In Lacs)
 
 Particulars                                     2013-2014    2012-2013
 
 Net Income                                         111.02       766.86
 
 Less: Expenditure                                   44.68       546.64
 
 Profit before Depreciation & Taxation               66.36       220.22
 
 Less: Depreciation                                   0.02         0.04
 
 Profit before Tax                                   66.34       220.18
 
 Less: Taxes                                         22.40        83.59
 
 Profit after Tax                                    43.94       136.59
 
 Less: Transfer to Statutory   Reserve 
 Account as per Section 45-IC of                      8.78        27.32
 Reserve Bank of India Act, 1934
 
 Balance carried forward  to Balance Sheet           35.16       109.27
 
 DIVIDEND:
 
 With a view to conserve resources, your 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 year under review, the Company has earned total income of
 Rs.  111.02 Lacs as compared to the income of Rs.  766.86 Lacs during
 the previous financial year. The profit after tax as on March 31,2014
 amounted to Rs.  43.94 Lacs as against profit of Rs.  136.59 Lacs
 during the previous financial year.
 
 AUTHORISED SHARE CAPITAL
 
 Your Directors, in the Board Meeting held on March 31,2014, withdrew
 the resolutions passed through postal ballot on April 12, 2013, for
 increasing the Authorised Share Capital of the Company, and consequent
 alteration of Memorandum of Association of the Company and Preferential
 allotment of preference shares to Promoter of the Company.
 
 Accordingly, appropriate resolutions in this regard are being proposed
 at the ensuing Annual General Meeting (AGM) for ratification of the
 Members.
 
 DIRECTORS:
 
 Mr. Ravindra Kumar Belapurkar, Executive Whole-time Director, of the
 Company, retires by rotation at the ensuing AGM and being eligible, has
 offered himself for re-appointment. Further, being the Whole-time
 Director of the Company the tenure of Mr.  Ravindra Kumar Belapurkar
 was completed on August 11,2014 and he has been recommended to be
 re-appointed by the Board of Directors for a tenure of one year
 effective from August 12, 2014, subject to the approval of Members.
 
 The Board of Directors at their Meeting held on August 14, 2014,
 resolved that Mr. Nikhil Gandhi, whose period of office was not liable
 to determination by retirement of directors by rotation, shall be made
 eligible for retirement by rotation, subject to the approval of the
 Members, in order to have optimum number of Directors whose period of
 office is liable to determination by retirement of directors by
 rotation in terms of section 152 of the Companies Act, 2013.
 
 Mr. V. Ramanan has been appointed as an Additional Director under the
 category of Independent Director, with effect from August 13, 2014, and
 he holds office up to the date of ensuing AGM in terms of the provision
 of section 161 of Companies Act, 2013.  Mr. J. Alexander and Mr. V.
 Ramanan, who constitute the Independent Directors, have filed the
 requisite declarations with the Company to the effect that they qualify
 as Independent Director within the meaning of Section 149(6) of the
 said Act. Appropriate Resolutions are being proposed at the ensuing AGM
 to appoint them for a period of five consecutive years and they shall
 not be liable to retire by rotation as contemplated under Section 149
 of the said Companies Act, 2013.
 
 Brief profiles of Directors proposed to be appointed/re-appointed as
 aforesaid is given in the Exhibit to the Notice of ensuing AGM. The
 Board of Directors recommends appointment / reappointment of all the
 above Directors at the ensuing AGM subject to the approval of the
 Members.
 
 Mr. B. S. Bhalerao resigned from the Directorship of the Company with
 effect from August 14, 2014, due to his ill health. The Board places on
 record, its appreciation for the valuable contribution made by him
 during his tenure.
 
 SUBSIDIARY COMPANY:
 
 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.
 
 As per Section 212 of the erstwhile Companies Act, 1956, the Company is
 required to attach the Balance Sheet, Statement of Profit and Loss
 together with Reports of Directors and Auditors thereon and other
 documents of its subsidiary companies to its Annual Report. The
 Ministry of Corporate Affairs (MCA), Government of India vide its
 General Circular No. 2/2011 and 3/2011 dated February 8, 2011 and
 February 21,2011, respectively, has provided an exemption to the
 companies from complying with section 212, subject to certain
 conditions being fulfilled by the Company. The Board of Directors of
 the Company at its Meeting held on May 30, 2014, noted the provisions
 of said Circular and passed the necessary resolution granting the
 requisite approval for not attaching the accounts, etc of JSSPL to its
 Annual Report for the year ended March 31,2014, subject to complying
 with the provisions of the said circular.
 
 The Company undertakes that annual accounts of JSSPL and related
 detailed information will be made available to the Members of the
 Company seeking such information at any point of time. The annual
 accounts of JSSPL will be available for inspection at the Registered
 Office of the Company and of JSSPL. The Company shall furnish the hard
 copy of the detailed accounts of JSSPL to Members on demand.
 
 In accordance with the requirements of Accounting Standard notified by
 the Companies (Accounting Standards) Rules, 2006, the Consolidated
 Financial Statements of the Company have been prepared and the same
 forms part of this Annual Report.  Statement of particulars of
 subsidiary company as per the said General Circulars issued by MCA
 forms part of the Consolidated Financial Statements.
 
 PARTICULARS OF LOANS/ADVANCES GIVEN TO SUBSIDIARY COMPANY:
 
 Pursuant to Clause 32 of the Listing Agreement, the requisite
 particulars of loans/advances given to subsidiary have been disclosed
 in the Audited Accounts of the Company for the year March 31,2014.
 
 FIXED DEPOSITS:
 
 Your Company has not accepted any fixed deposits under the provisions
 of Section 58A of the Companies Act, 1956, during the year under
 review.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the provisions of Section 217 (2AA) of the erstwhile
 Companies Act, 1956, your Directors confirm that;
 
 (i) In the preparation of annual accounts the applicable accounting
 standards have been followed, along with proper explana- tion relating
 to material departures.
 
 (ii) 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 at the end of the financial year and of the profit and loss
 of the Company for that year;
 
 (iii) They have taken proper and sufficient care 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; and
 
 (iv) They have prepared the annual accounts on a going concern basis.
 
 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 section on Corporate Governance,
 along with a certificate from M/s.  Aashish K. Bhatt & Associates,
 Practicing Company Secretaries, confirming compliance of conditions of
 Corporate Governance as stipulated under Clause 49 of the Listing
 Agreement with the Stock Exchange forms part of this Report.
 
 A review of operations, performance and future outlook of the Company
 and its business is given in the Management Discussion and Analysis
 Report which forms part of this Report.
 
 CEO/CFO CERTIFICATION
 
 In accordance with the provisions of the Listing Agreement pertaining
 to corporate governance, Mr. Ravindra Kumar Belapurkar, the Whole-time
 Director, in lieu of CEO/CFO, have certified the financial statements
 for the year ended March 31,2014. The said certificate forms part of
 this Annual Report.
 
 COMPLIANCE CERTIFICATE
 
 The Compliance Certificate for the financial year ended March 31,2014,
 pursuant to section 383A of the erstwhile Companies Act, 1956, issued
 by Mr. Aashish K. Bhatt, Proprietor of M/s. Aashish K. Bhatt &
 Associates, Practising Company Secretaries, forms part of this Report.
 
 LISTING ARRANGEMENT:
 
 The Company''s Equity shares are listed on BSE Limited. The Company has
 paid Annual Listing Fees to the Stock Exchange for the financial year
 2014-15.
 
 COMPANIES ACT, 2013
 
 The Ministry of Corporate Affairs has made a major part of the
 provisions of the Companies Act, 2013 effective from April 1,2014.  The
 new Companies Act, 2013 aims at enhanced disclosures and reporting for
 the corporate sector with numerous compliance requirements.
 
 The new Act is a positive step towards strengthening the corporate
 governance regime in the country. Your Company is geared to implement
 and comply with the new requirements of law. As a beginning towards
 this, your Company constituted/re-aligned various Committees of the
 Board of Directors in its Board Meeting held on February 12, 2014, in
 accordance with the provisions of Companies Act, 2013 as under:
 
 AUDIT COMMITTEE
 
 The Audit Committee of your Company as on date comprises of three
 Directors, viz; Mr. J. Alexander (Chairperson), Mr. Ravindra Kumar
 Belapurkar and Mr. V. Ramanan as Members of the Committee. The terms of
 reference of the Audit Committee are in accordance with the provisions
 of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
 Agreement pertaining to corporate governance norms.
 
 In the Meeting of the Board of Directors of the Company held on August
 14, 2014, the Board of Directors enhanced the terms of reference and
 scope and functioning of the Audit Committee to align with the revised
 Clause 49 of the Listing Agreement which shall become effective from
 October 1,2014.
 
 The Audit Committee has reviewed the Audited Accounts of the Company
 for the year ended March 31,2014, annexed to this Report.
 
 NOMINATION AND REMUNERATION COMMITTEE
 
 In compliance with the provisions of Companies Act, 2013, your Company
 in its Board Meeting held on February 12, 2014, re-aligned its existing
 ''Remuneration Committee'' as ''Nomination and Remuneration Committee''
 with an enhanced scope and functions as stipulated under the new law.
 The Nomination & Remuneration Committee of the Company as on date
 comprises of three Directors, viz; Mr. V. Ramanan (Chairman), Mr.
 Nikhil Gandhi and Mr. J. Alexander as Members of the Committee.
 
 In the Meeting of the Board of Directors of the Company held on August
 14, 2014, the Board of Directors enhanced the terms of reference and
 scope and functioning of the Nomination and Remuneration Committee to
 align with the revised Clause 49 of the Listing Agreement which shall
 become effective from October 1,2014.
 
 STAKEHOLDERS RELATIONSHIP COMMITTEE
 
 Your Company re-aligned its existing ''Shareholders / Investor''s
 Grievance Committee'' as ''Stakeholders Relationship Committee'' with an
 enhanced scope and functioning as stipulated under the new Companies
 Act, 2013, iin its Board Meeting held on February 12, 2014, The
 Stakeholders Relationship Committee comprises three Directors, viz; Mr.
 V. Ramanan (Chairman), Mr.  J. Alexander and Mr. Ravindra Kumar
 Belapurkar as Members of the Committee.
 
 In the Meeting of the Board of Directors of the Company held on August
 14, 2014, the Board of Directors enhanced the terms of reference and
 scope and functioning of the Stakeholders Relationship Committee to
 align with the revised Clause 49 of the Listing Agreement which shall
 become effective from October 1,2014.
 
 AUDITORS:
 
 The Statutory Auditors, M/s. Batra Sapra & Co., Chartered Accountants
 (ICAI Registration No. 000103N), hold office until the conclusion of
 ensuing AGM and are eligible for re-appointment for a further period of
 upto four consecutive years as per Section 139 of the Companies Act,
 2013. M/s. Batra Sapra & Co., while offering themselves for
 re-appointment, have provided certificate to the effect that, their
 re-appointment, if made, shall be in accordance with the provisions of
 Section 139 of the Companies Act, 2013 and they satisfy the criteria
 provided under Section 141 of the Companies Act, 2013.
 
 In view of the above and based on the recommendation of the Audit
 Committee, the Board of Directors recommends re- appointment of M/s.
 Batra Sapra & Co. as the Statutory Auditors of the Company for a period
 of three consecutive years to hold office from the conclusion of
 ensuing AGM till the conclusion of 23rd AGM of the Company, subject to
 ratification of their appointment by the Members at every AGM held
 after this AGM.
 
 AUDITOR''S REPORT:
 
 The Auditors'' Report on the Accounts of the Company for the financial
 year ended March 31,2014, is self explanatory and does not require any
 further explanation.
 
 INTERNAL AUDITORS:
 
 M/s. Sanjay & Vijay Associates, Chartered Accountants (Firm
 Registration No. 120123W), have been appointed as Internal Auditors for
 conducting internal audit of the Company for the financial year
 2014-15.
 
 PARTICULARS OF EMPLOYEES
 
 During the financial year under review, none of the employees of the
 Company are covered under section 217(2A) of the erstwhile Companies
 Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.
 
 PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 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 217(1) (e) of the erstwhile Companies Act, 1956 read with the
 Companies (Disclosure of Particulars in the Report of the Board of
 Directors) Rules, 1988, during the year under review.
 
 There was no Foreign Exchange Earnings and Outgo during the year under
 review.
 
 APPRECIATIONS AND ACKNOWLEDGEMENTS:
 
 The Board of Directors wishes to express its sincere appreciation and
 thanks to all Members, Employees, Bankers, Clients, Advisors, Vendors
 and Government Authorities 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                                         Alexander Joseph
 Date : September 04, 2014                                      Chairman
 
 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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