DIRECTORS REPORT DEAR MEMBERS Your directors have pleasure in presenting the annual report of your company together with the audited financial statement for the financial for the financial year ended 31st march . 2.YEAR IN RETROSPECT During the year under review total income of the company was Rs. 39,49,606 as against Rs. 29,04,785 in the previous year. The company was able to earn a profit after tax of Rs 33,542 for the year as against a profit Rs. 1,05,129 in previous year. Your directors are putting in their best efforts to improve the performance of the company. 3.PUBLIC DEPOSITS During the financial year 2014-15. Your company has not accepted any deposit within the meaning of section 73 and 74 of the companies act 2013 read together with the companies rules 2014. 4.MATERIAL CHANGES AFTER THE CLOSE OF THE FINANCIAL YEAR Save as mentioned elsewhere in this report no material changes and commitments affecting the financial position of the company has occurred between the end of the financial year of the company 31st march 2015 till the date of this report. 5.MATERIAL CHANGES AFTER THE CLOSE OF THE FINANCIAL YEAR Save as mentioned elsewhere in this report no material changes and commitments affecting the financial position of the company has occurred between the end of the financial year of the company 31st march 2015 till the date of this report 6.DIVEDENT The board of directors of your company has decided to retain and plough back the profit into the business of the company thus no dividend is being recommended for this year. 7.SUBSIDIARIES JOINT VENTURES ASSOCIATES As on 31st march 2015 the company had no subsidiaries joint ventures or associate companies accordingly statement containing the salient feature of the financial statement of a company subsidiary or subsidiaries associate company or and joint venture or ventures in form AOC –I is not applicable . The names of companies which have become or ceased to be its subsidiaries joint ventures or associate companies during the year nil Policy for determining material subsidiaries of the company has been provided on the website www.jelurade.com 7.CHANGE IN THE NATURE OF BUSINESS There has been no major change in the nature of business of your company further since there is no subsidiary joint venture and associate company there is no question for mentioning of change in nature of business of such companies 8.DIRECTORS AND KEY MANAGERIAL PERSONNEL In terms of section 149 of the companies act 2013 the company has appointed the following as independent directors of the company at the annual general meeting of your company held on 30th September 2014 to hold office up hold office up to 5 consecutive year up to 31st 2019 Mr revindra lodha din 01487308 Mr rajesh nawalkha din 01961222 In accordance with the provision of section 149 of the companies act 2013 all the independent directors are non notational the details of the familiarization programmes for independent directors are disclosed on the company website www heltrate.com In terms of section 203 of the act the following were designated as key managerial personnel of your company by the board Mrs anju chordia managing directors Mr Deepak kumar Sharma chief financial officer Ms. Bharti company secretary Details of change in the board of directors and the key managerial personnel during the year under review are as below The board has laid down separate codes of conduct for directors and senior management personnel of the company and the same are posted on the company website all board members and senior management personnel have affirmed compliance with the code of conduct the man ageing directors has also confirmed and certified the same the certification is enclosed at the end of the report on corporate governance 9.declaration of independence your company has reveived declaration from all the independent directors confirming that meet the criteria of independence as prescribed under the provision of companies act 2013 read with the schedules and rules issued there under as well as Claude 49 of the listing agreement 10.DISCLOSURE OF COMMISSION PAID TO MANAGING OR WHOLE TIME DIRECTORS There is no commission paid or payable by your company to the managing directors or the whole time directors 11.ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS Pursuant to the provision of the companies act 2013 and clause 49 of the listing agreement the board has carried out an annual evaluation of its own performance performance of directors individually as well as the evaluation of the working of its committees feedback was sought from directors about their views on the performance of the board covering various criteria feedback was also taken from directors on his assessment of the performance of the other directors . the nomination and remuneration committee then discussed the above feedback received from all the directors based on the imputes received the chairman of the nrc also made a presentation to the independent directors at their meeting summarizing the impute received from the directors as regards board performance as a whole and of the chairman post the meeting of the independent directors their collective feedback on the performance of the board was discussed by the chairman of the nrc with the chairman of the board Every statutorily mandated committee of the board conducted a self assessment of its performance and these assessments were presented to the board for considerations areas on which the committee composition and effectiveness of meeting feedback was provided to the directors as appropriate significant highlights learning and action points arising out of the evaluation were presented to the board . 13.REMUNERATION POLICY FOR THE DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEE In accordance with section 178 and other applicable provision if any of the companies act 2013 read with the rules issued there under and clause 49 of the listing agreement the board of directors of the company has formulated the nomination and remuneration policy of your company on the recommendation of the nomination and remuneration committee. The nomination and remuneration policy converging the policy on appointment and remuneration of directors and other matters is set out in annexure I to this report . 14.COMMITTEES OF THE BOARD The committees of the board focus on certain specific areas and make informed decision in line with the delegated authority .the following committees constituted by the board function according to their respective roles and defined scope Audit committee Nomination and remuneration committee Stakeholders relationship committee Composition of the committee of the board of directors of the company is as below Audit committee 1.MR RAVINDRA LODHA – CHAIRMAN INDEPENDENT DIRECTORS 2.MR RAJESH NAWALKHA – MEMBER INDEPENDENT DIRECTORS 3. MR ASHOK KUMAR CHORDIA – MEMBER NON EXECUTIVE DIRECTORS Stakeholders relationship committee 1.MR RAVINDRA LODHA – CHAIRMAN INDEPENDENT DIRECTORS 2.MR RAJESH NAWALKHA – MEMBER INDEPENDENT DIRECTORS 3. MR ASHOK KUMAR CHORDIA – MEMBER NON EXECUTIVE DIRECTORS Nomination and remuneration committee 1.MR RAVINDRA LODHA – CHAIRMAN INDEPENDENT DIRECTORS 2.MR RAJESH NAWALKHA – MEMBER INDEPENDENT DIRECTORS 3. MR ASHOK KUMAR CHORDIA – MEMBER NON EXECUTIVE DIRECTORS 15.audit committee recommendation During the year all the recommendation of the audit committee were accepted by the board . 16.CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION The information on conservation of energy and technology absorption stipulated under section 134 of the companies act 2013 read rules 8 of the companies account rules 2014 is attached as annexure –ii 17.PARTICULARS OF EMPLOYEES AND REMUNERATION The information required under section 197 of the companies act 2013 read with companies rules 2014 in respect of directors employees of your company is set out in annexure –iii to this report 18 RELATED PARTY TRANSACTION In line with the requirements of the companies act 2013 and the listing agreement the company has formulated a policy on related party transaction and the same is uploaded on the company website www jeltrade.com 19.EXTRACT OF ANNUAL RETURN Pursuant to section 92 of the act and rule 12 of the companies management and administration rules 2014 the extract of annual return in form mgt 9 is provided in annexure 20.AUDITORS AND AUDITORS REPORT At the last annual general meeting of the company ms m.s choudhary associates chartered accountants new Delhi were appointed as the auditors to hold office till the conclusion of the ensuing annual general meeting. m/s m.s choudhary &associates chartered accountants who retire at the ensuring agm of your company are eligible for re appointment . you company has received witten consent and a certificate stating that they satisfy the criteria provided under section 141 of the companies act 2013 reads with the company rules 2014 and that the appointment if made shall be in accordance with the applicable provision of the companies act 2013 and rules issed thereunder the audit committee and the board the of directors recommend the appointment of m/s choundhary associates chartered accountant as the auditoria as the auditors of your company for the financial year 2015-16 till the conclusion of the next agm the auditors report for the financial year 2014-15 does not contain any qualification observation or adverse remarks and accordingly no comments required by your board of directors on the same 22.SECRETARIAL AUDIT REPORT Pursuant to the provision of section 204 of the companies act 2013 and the companies rules 2014 the secretarial audit report provided by the secretarial auditors is annexed as annexure. The secretarial auditors report for the financial year 2014-15 contains two qualification as per new provision of companies act 2013 e –voting facility should have been provided to the members in the last agm held by the company but due to misinterpretation of law the same was not provided now the same is provided from this financial year . 23.INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS The company has a proper and adequate system of internal control this ensures that all transaction are authorized recorded and reported correctly and assets are safeguarded and protected against loss from unauthorized or disposition the company has internal control system commensurate with the size scale and complexity of its operation. In termas of section 138 of the companies act 2013 m/s deepal k thakkar & associates chartered accountant has been appointed as the internal auditors of your company. The company also has an audit committee. Who interacts with the statutory auditors internal auditors and management in dealing with meters within its terms of reference . 24.RISK MANAGEMENT Your company recognizes that risk is integral part of business and is committed to managing the risks in proactive and efficient manner. Your company periodically assesses risks in the internal and external environment . your company through its risk management process strives to contain impact and inkeliheed of the risk within the risk appetite as decided by the management . There are no risk which in the opinion of the board threaten the existence of your company 25.COST RECORD AND COST AUDIT REPORT In terms with the provision of section 148 of the companies act 2013 read with the companies cost record and audit rules 2014. Maintenance of cost records and appointment of cost auditors are not applicable on your company . Vigil mechanism The company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism honesty integrity and ethical behavior Pursuant to section 177 (9) of the companies act 2013 and clause 49 listing agreement a vigil mechanism was established for directors and employee to report to the management instances of unethical behavior actual or suspected fraud or violation of the company code of conduct or ethics policy the copy of vigil mechanism policy is uploaded on the website of your company. 27.CORPORATE GOVERNANCE Pursuant to clause 49 of the listing agreement with the stock exchange and relevant section of the act the management discussion and analysis report is annexed as annexure further a report on corporate governance and certificate on compliance of clause 49 is annexed as annexure viii. is annexed as annexure viii. 28.CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING Your company code of conduct for prevention of insider trading covers all the directors senior management personnel persons forming part of promoter promoter group and such other designation employee of the company who are expected to have access to unpublished price sensitive information relating to the company the directors their relatives senior management personnel persons forming part of promoter promoter group designated employees etc are restricted in purchasing selling and dealing in the shares of the company while in possession of unpublished price sensitive information about the company as well as during the closures of trading window. The board of directors has approved and adolpted the code of conduct to regulate monitor and report trading by insider in line with sebi regulation2015 and the same can be accessed on the website of the company Your board of directors has also approved the code for fair disclosure and the same can be accessed through the following link www jeltrade.com 29.CORPORATE SOCIAL RESPONSIBILITY Provision of the corporate social responsibility as mentioned under the companies act 2013 is not applicable on company. 30.SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant material order passed by the regulatory or court or tribunals impacting the going concern status of your company and its operation in future 31.GENERAL Your board of directors confirms that a your company has not issued equity shares with defferential rights as to dividend voting or otherwise b your company does not have any esop scheme for its employee directors and there is no scheme in your company to financial any employee to purchase shares of your company. 32.DIRECTORS RESPONSIBILITY STATEMENT a.in the preparation of the annual account for the financial year ended 31st march 2015 the applicable accounting standard and schedule iii of the companies act 2013 have been followed and there are no material departures from the same b. the directors have selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at 31st march 2015 and of the profit and loss of the company for the financial year ended 31st march 2015 . c. the annual accounts have been prepared on a going concern basis e. proper internal financial controls laid down by the directors were followed by the company that such internal financial controls are adequate and were operating effectively and f. proper systems to ensure compliance with the provision of all applicable laws were in place and that systems were adequate and operating effectively. 33.STOCK EXCHANGE LISTING The equity shares of the company are listed on bse limited the listing fees for the financial year 2015-16 has been paid 34.ACKNOWLEDGEMENT Your directors taken this opportunity to place on record their sincere appreciation for the co operation and assistance the company has received from bank and various government department the board also places on record its appreciation of the devoted services of the employee support and co operation extended by the values business associates and the continuous patronage of the customers of the company. For and on behalf of the board FOR JYOTIRGAMYA ENTRPROSES LIMITED ANJU CHORDIA MANAGING DIRECTORS DIN 02868480 ASHOK KUMAR CHORDIA DIRECTORS DIN 01511622 DATE ; 14TH AUGUST 2015 PLACE : NEW DELHI |