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JPT Securities Directors Report, JPT Securities Reports by Directors
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JPT Securities
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Directors Report Year End : Mar '13    « Mar 12
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.
 
 FINANCIAL HIGHLIGHTS
 
 The performance of your Company on standalone basis for the financial
 year ended March 31, 2013, as compared to the previous year is
 summarized below:
 
                                                   (Rs. In Lacs)
 
 Particulars                 March 31, 2013       March 31, 2012
 
 Net Income                          766.86               407.30
 
 Less: Expenditure                   546.64               136.57
 
 Profit before 
 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
 necessary.
 
 DIVIDEND
 
 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.  
 
 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.
 
 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.
 
 DIRECTORS
 
 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
 confirm that:
 
 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
 departures;
 
 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.
 
 AUDITORS
 
 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.
 
 AUDITORS'' REPORT
 
 The Auditors'' Report to the Members on the Accounts of the Company
 for the financial year ended March 31, 2013, is self explanatory.
 
 AUDIT COMMITTEE
 
 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.
 
 SHARE CAPITAL
 
 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
 12, 2013.
 
 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
 this Report.
 
 CORPORATE GOVERNANCE
 
 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
 Limited.
 
 DEPOSITS
 
 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.
 
 BUY BACK
 
 No shares of the Company were bought back during the financial year
 under review.
 
 COMPLIANCE CERTIFICATE
 
 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,
 2013.
 
 PERSONNEL RELATIONS
 
 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
 Company.
 
 ACKNOWLEDGEMENT
 
 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
 
                                                                 Sd/-
 
 Place: Mumbai                                           J. Alexander
 
 Date: August 28, 2013                                       Chairman
Source : Dion Global Solutions Limited
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