DIRECTORS REPORT TO THE MEMBERS, Your directors have pleasure in presenting Thirty First (31 sRs. Annual Report together with the Audited Statement of Accounts of the Company for the year ended 3pt March, 2015. OPERATIONS: During the year under review, the Company has recorded the total income of Rs. 18.46 lacs as compared to Rs. 15.51 lacs for the previous year and Net Loss after tax of Rs. 2.32 lacs for the year as compared to the profits of Rs. 2.42 lacs in the previous year. DIVIDEND: In view of the loss for the year, the directors of the company have not recommended any dividends on the equity shares. SHARE CAPITAL: The paid up equity capital as on March 31, 2015 was Rs. 37.00 lacs During the year under review, there were no changes in paid up share capital of the Company. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. To The Members, DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The details of the investments made by company is given in the notes to the financial statements. INTERNAL CONTROL SYSTEMS AND THEm ADEQUACY: 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 of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. MIs. Naveen Bajaj and Associates, 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. The Audit Committee of the Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors. DIRECTORS: Shri. Prem Chand Parakh and Shri. Dhananjay Vithal Pednekar were appointed as an Additional Director at the Board Meeting held on 13.08.2015, Shri. Jagdish Prasad Khandelwal was appointed as CFO and Smt. Smriti Ranka was appointed as Managing Director at the Board Meeting held on 29.05.2015. Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation haRs. been carried out has been explained in the Corporate Governance Report. Remuneration Policy: The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Meetings: A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 5 (five) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. CONSERVATION OF ENERGY: The Company's operations are not energy-intensive and as such involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy. TECHNOLOGY ABSORPTION: Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year. However, your company continues to upgrade its technology (computer technology and telecom infrastructure) in ensuring it is connected with its clients across the globe. FOREIGN EXCHANGE EARNINGS AND OUT-GO: During the period under review there was no foreign exchange earnings or out flow. HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS Your Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. People development continues to be a key focus area of the Company. The industrial relations in all the units of the Company remained cordial and peaceful throughout the year. DIRECTOR RESPONSIBILITY STATEMENT In tenns of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) 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 fmancial year and of the profit or loss of the Company for the year under review. iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. RELATED PARTY TRANSACTIONS: 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 some 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. The disclosure of material Related Party Transaction in FORM AOC-2 is given in Annexure A to this report. SUBSIDIARY COMPANIES: The Company does not have any subsidiary. VIGIL MECHANISM I WHISTLE BLOWER POLICY: The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance offraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision ofbeing 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 130ard is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. CODE OF CONDUCT: 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 I behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.jumbofinance.co.in 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 tRs.ough 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. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS Pursuant to requirements of Clause 49 of the Listing Agreement, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programmes/ conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments. The same has been posted on website of the Company viz; www.jumbofinance.co.in DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. EVALUATION OF PERMORMANCE OF THE BOARD MEMBERS Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the evaluation of the performance of the Board as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been carried out. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. AUDITORS AND AUDIT REPORT Mis Chaturvedi Sohan & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Audit Committee has proposed to appoint Mis Chaturvedi Sohan & Co., as Statutory Auditors of the Company from the conclusion of this Annual General Meeting for a period of 4 years, subject to the approval of shareholders and ratification of their appointment at the subsequent Annual General Meeting. SECRETARIAL AUDIT: Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretadal Audit report is annexed herewith as "Annexure B". As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There are no major observations made by the Auditor in the Report except the following: The Company has filed a Report on Annual General Meeting with ROC in MGT-15 after due date Section 203 of the Companies Act, 2013 requires Appointment of Key Managerial Personnel (KMP) by the Company. As on 31st March, 2015 Key Managerial Personnel were not appointed by the Company but before certification ofthis Report, Chief Financial Officer and Managing Director were appointed but the Company Secretary was not appointed till date. 3. Clause 41 (lII) and ClaUse 41 (VI) ofthe Listing Agreement require Company to give advertisement in Newspaper for intimation of Board Meeting in which the fmancial results wi1l be considered and approved along with the Publication of financial results in newspapers, which was not complied by the Company. 4. Rule 20 (3) (v) of Companies (Management and Administration) Rules, 2014 was not complied by the Company which requires the Company to publish the Notice ofE-voting in at least one vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated. Rule 10 of Companies (Management and Administration) Rules, 2014 was not complied by the Company which requires every listed company to give advertisement for Closure of register of members in at least one vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and at least one in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office ofthe company is situated. However, the company would ensure in future that all the provisions are complied to the fullest extent. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C". BUSINESS RISK MANAGEMENT: Pursuant to section 134'(3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company. PARTICULARS OF EMPLOYEES None of the employees of the Company draws remuneration more than the limits prescribed under the Companies Act, 2013. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure D and Annexure E, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. ACKNOWLEDGEMENTS: Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company FOR AND ON BEHALF OF THE BOARD DATED: 03.09.2015 (SMT.SMRITIRANKA) Managing Director PLACE: MUMBAI |