DIRECTOR'S REPORT To, The Members, JRI Industries & Infrastructure Limited Your Directors have pleasure in presenting their 49th Annual Report on the business and operation of the company and Financial accounts for the year ended 31st March, 2015. THE YEAR UNDER REVIEW: Your Company has successfully completed 49 years of operation. Your Company's key businesses have reported an adequate performance for the year ended 31st March, 2015. FINANCIAL RESULT: The year under review the company has earned sufficient amount of profit in spite of volatile market conditions. It has earned Rs. 1,142 thousands compared to the previous year's profit of Rs. 2,335 thousands. Turnover of the Company during the year was Rs. 64,014 thousands as compared to Rs. 41,071 thousands in previous year. OUTLOOK FOR THE FUTURE: The company in the coming financial year would be engaging itself in Infrastructure activities as its core area. Considering the present lucrative scenario in the Infrastructure sector, the directors foresee a very bright future for the company in the said sector. DIVIDEND: The company has not recommended any dividend during the year. TRANSFER TO RESERVE The Company proposes to carry Rs. 11,42,000 /- to the General Reserve of the Company. FIXED DEPOSITS As on 31.03.2015, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2015, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public. CORPORATE GOVERNANCE As per the directions of SEBI and the Bombay Stock Exchange Ltd., the code of corporate governance become applicable to the company w.e.f.2002-03 and accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report. DIRECTORS None of the Directors are eligible for retire by rotation. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. BOARD EVALUATION Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. NUMBER OF MEETINGS OF THE BOARD The Board met 4 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2015, the Board consists of 5 members. Out of which one is the Managing Director, two Independent Directors. The Woman Director is one of the Executive Director. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. TRAINING OF INDEPENDENT DIRECTORS Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management. The Company has organized the following workshops for the benefit of Directors and Independent Directors: (a)a program on how to review, verify and study the financial reports; (b)a program on Corporate Governance; (c)provisions under the Companies Act, 2013; and (d)SEBI Insider Trading Regulation, 2015. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director. The format of the letter of appointment is available on our website, www.jrilimited.com. COMMITTEES OF THE BOARD Currently, the Board has five committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Risk Management Committee and 5. Corporate Social Responsibility Committee. A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report. INDEPENDENT DIRECTORS DECLARATIONS The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience. The Independent Directors under section 149(6) of the Companies Act, 2013 declared that: 1.They are not a promoter of the Company or its holding, subsidiary or associate company; 2.They are not directors in the company, its holding, subsidiary or associate company. 3.The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year; 4.None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; 5.Independent Director, neither himself nor any of his relatives— (i)holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; (ii)is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of— (A)a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B)any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm; (iii)holds together with his relatives two per cent or more of the total voting power of the company; or (iv)is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five per cent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or 6.Independent director possesses such qualifications as may by required by the Board. The Company & Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and stakeholders Relationship Committee. The Gist of the Policy of the said committee: 1. For Appointment of Independent Director (ID): a.Any person who is between the age of 25 years and below 75 years eligible to become Independent Director; b.He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with clause 49 of the Listing Agreement; c.Adhere the code of conduct as per Schedule IV to the Companies Act, 2013; d.Strictly adhere the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company; e.The Independent Director has adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders; f.Independent Director are able to devote time for the Board and other meetings of the company; g.Entitled for sitting fees and Reasonable conveyance to attend the meetings; and h.Able to review the policy, participate in the meeting with all the stake holders of the company, Annual Meeting. PERFORMANCE OF THE BOARD AND COMMITTEE During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory: 1.Most of the Directors attended the Board meeting ; 2.The remunerations paid to executive Directors strictly as per the company and industry policy. The Independent Directors only received sitting fees. 3.The Independent Directors contributed a lot based on their experience and knowledge and Independent views. 4.The Credit Policy, Loan Policy and compliances were reviewed; 5.Development of Risk Management Policy RISK MANAGEMENT POLICY JRI Industries & Infrastructure Limited is exposed to risks such as liquidity risk, Interest rate risk, Credit risk and Operational risk that are inherent in the construction and infrastructure businesses. At the moment the company advances for a development project and carrying of the infrastructure developments. The Company because of paucity of fund could not able to run the Construction & Engineering in full swing. This risk was minimized on account of involvement of the Directors in their personal capacity. The infrastructure and realty segment presently witnessing down trend. The Company decides to follow the infrastructure and government sponsored projects in future. By strictly following the regulatory norms and Guidelines, the company effectively manages the risks and has a focused Risk Management monitoring in place. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed: 1. That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review; 3.That the Directors 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; 4.That the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis; 5.That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. AUDITORS STATUTORY AUDITORS The existing auditors M/s. BMS JD & Associates, Chartered Accountants (Registration No 121714W) due to preoccupation tender their resignation from the Financial Year 2015-16. On basis of Audit Committee recommendation, the Board recommended M/s. PVG & Associates, Chartered Accountants (Registration No 129589W) for considering their appointment at ensuing AGM for member's approval. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. In this regard, the Company has received a certificate from the auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. AUDITORS REPORT The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the companies Act, 2013. SECRETARIAL AUDITOR M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report and part of the Board's report as Annexure-I The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice, as secretarial auditor of the Company for the financial year 2015-16. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. PARTICULARS OF LOANS, GURANTEE OR INVESTMENTS There were no Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO The details of conservation of Energy, Technology Absorption are not applicable in the case of the company. However the company took adequate steps to conserve the Energy and used the latest technology. During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil. SUBSIDIARY COMPANIES The Company does not have any subsidiary. CODEOFCONDUCT The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.jrilimited.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. SIGNIFICANT AND MATERIAL ORDERS There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. EXTRACT OF ANNUAL RETURNS In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as Annexure-II. 1.The Paid up capital of the Company: Rs. 5,31,15,000/- consisting of 2,65,57,500 equity shares of face value of Rs.2 /- each. 2.The Board of Directors of the company consists of 5 Directors namely Mr. Shankarroa Borkar, Ms. Sunanda Borkar, Mr. Ramakant Sabnis, Mr. Shivanand Chapale and Mr. Amol Borkar. Out of which 2 directors namely Mr. Ramakant Sabnis and Mr. Shivanand Chapale were Independent Directors. 3.The secured debt of the company is Nil. 4.The Promoters holding is consists of 88,08,750 equity shares of Rs.2/- each amounting to 33.17% 5.There was no un-paid dividend during the year. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board. INVESTOR COMPLAINTS AND COMPLIANCE All the investor complaints have been duly resolved and as on date no complaints are outstanding. CORPORATE SOCIAL RESPONSIBILITY As per the Companies Act, 2013, all companies having net worth of ' 500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company's three immediately preceding financial year. The Company presently does not meet with any of the criteria stated herein above. CERTIFICATE ON CORPORATE GOVERNANCE Certificate on corporate governance as required by Clause 49 of the Listing Agreement, the Mr. Ramesh Chandra Mishra & Associates-Company Secretary in Practice has issued the certificate on corporate governance is appended as Annexure-III to the Board's report. PAYMENT OF LISTING FEES Your company shares are listed on Bombay Stock Exchange Ltd., the listing fees for the year 2015-2016 have been paid to the stock exchange. The company has been complying with all the conditions require to be complied with in the listing agreement. APPRECIATION The Board would like to take opportunity to thanks the esteemed shareholders, the customers, the suppliers and the bankers and all other business associates for their continued support. The Board also wishes to place on the records their appreciation of the invaluable contribution made by our employees which made it possible for the company to achieve these results. ACKNOWLEDGMENT Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year. BY ORDER OF THE BOARD FOR JRI INDUSTRIES & INFRASTRUCTURE LIMITED Sd/-SHANKARRAO BORKAR MANAGING DIRECTOR Date: 30th May, 2015 Place: Mumbai |