2023-24
2022-23
1
Income
Assets Finance
0.00
Other Income
10.42
86.58
2.
Gross Profit ( ) / Loss (-) before Depreciation
(105.63)
(59.83)
3.
Depreciation
(000.66)
(00.42)
4.
Profit ( ) / Loss (-) After Depreciation
(106.29)
(60.25)
5.
Differed Tax
(03.36)
6.
Tax Provisions for earlier year with Interest
(85.96)
7.
Profit ( ) / Loss (-) After Depreciation and Income Tax
(149.57)
The Company has no business activity of Non-Banking Finance Company (NBFC). The Company has not givenany Loan /Guarantee or made any Investment during the year under review. The Company has neither any PublicDeposits nor Bank Borrowing Finance and as such, the Company is debt-free. The promoter’s support has helpedthe Company from time to time to meet with operational expenses.
However, the Company has been taking all out efforts to recover the dues, if any, from the parties availed the financefrom the Company in the past.
Although, the Company is in process of taking necessary steps for Shifting Registered Office of the Company from theState of Maharashtra to The National Capital Territory of Delhi, in pursuance of the Special Resolution unanimouslypassed and already approved by the Members of the Company in the 77th & 80th Annual General Meeting held on23.12.2020 & 29.09.2023 respectively, through, Video Conferencing (VC).
In view of business losses, the Board of Directors has not recommended any Dividend.
During the year under review, the Company has not transferred any amount to Reserves to Special/Statutory Reserve andGeneral Reserve.
The Company has no liability of Public Deposits either Outstanding or Unclaimed. The Company had received alsocommunication from Reserve Bank of India (RBI) for cancellation of Certificate of Registration (COR) by letter No.1004/01.10.046/2019-20 dated 13.01.2020 as being reported.
The Company has already provided the Income Tax liability of ' 50.63 Lacs (' 20.41 interest of ' 30.22 Lacs for the year2006-07 as reported by the Statutory Auditors of the Company in the year 2022-23 and also in 2023-24.
The Company is Non-Operational and does not have any NBFC business activity. The Company is, however, listed on BSELimited.
The Company does not have any Subsidiaries, Associates and Joint Ventures Companies.
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 ("the Act”) and Rule 12(1) of the Companies(Management and Administration) Rules, 2014, Annual Return is available on Company’s Website at www.jayabharat.com.
b. Number of Board Meetings:
The Board of Directors met 4 (Four) times (V) during the FY 2023-24. The maximum interval between Board Meetingsdid not exceed 120 days.
The details of the Board Meetings and the attendance of the Directors are as follows:
Sr.
No.
Name of Directors
24.05.2023
08.08.2023
08.11.2023
31.01.2024
1.
Mr. Rajiv Gupta
Ý/
Mr. Arun Mitter
Mr. M K Madan
Mr. Vishnu Singhal
Ms. Preeti Singhal
Ms. Neetu Singhal
The Audit Committee was constituted, pursuant to the provisions of Section 177 of the Companies Act, 2013 andRegulation 18 of SEBI (LODR) Regulations, 2015. The composition of Audit Committee comprises of 3 membersincluding 2 Non-Executive Independent Directors, 1 Non- Executive Non-Independent Director.
Chairman
Non-Executive Independent Director
Member
Non-Executive Non-Independent Director
The details of the Audit Committee Meetings and the attendance of the Members are as follows:
Name of Members
The Board of Directors of the Company accepts all the recommendations of the Audit Committee from time to time.
The Nomination and Remuneration Committee (NRC) was constituted pursuant to the provisions of Section 178 ofthe Companies Act 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.The composition of Nominationand Remuneration Committee comprises of 3 members which includes 2 Non-Executive Independent Directors and1 Non- Executive Non-Independent Directors.
The details of the NRC Committee Meetings and the attendance of the Members are as follows:
Mr. Raiiv Gupta
The Board of Directors has formulated a Policy which set standards for the Nomination, Remuneration and Evaluationof the Directors and Key Managerial Personnel and also aims to achieve a balance of merits, experience and skillsamongst its Directors and Key Managerial Personnel ANNEXURE (Ref. Pg. 24)
The Stakeholder Relationship Committee (SRC) was constituted, pursuant to the provisions of Section 178 ofthe Companies Act. 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015.The composition of StakeholderRelationship Committee comprises of 4 members, 3 members are Non- Executive Non-Independent Directors and1 Non-Executive Independent Director.
Non-Executive Non- Independent Director
The details of the SRC Committee Meetings and the attendance of the Members are as follows:
The Risk Management Committee(RMC) was already constituted. The Committee comprises of 3 members, andthey are Non-Executive Non-Independent Directors.
The Board of Directors has formulated a Policy which set standards to prevent any kind of Risk in the activities ofbusiness. The Management does not foresee any risk in the activities of business, since the Company is not doingany business activities at present.
Independent Directors play a vital role in the governance process of the Board. With their expertise in various fields,they enrich the decision making process at the Board.
The Appointment / Re-appointment of Independent Directors is carried out in a structured manner in accordance withthe Provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Nomination and RemunerationCommittee identifies potential candidates based on certain criteria and considers the Diversity of the Board andaccordingly makes recommendations to the Board.
All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. They also have complied withsub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules,2019 and their name have been included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar’(IICA). In the opinion of the Board, the Independent Directors, fulfil the conditions of independence as laid down in
Section 149(6) of the Companies Act, 2013, Regulation 16(1)(b) of the Listing Regulations and complied rules of IICAand are Independent of the Management. A formal appointment letter containing the terms and conditions of theirappointment have been issued to them and the said letters have been uploaded on the website of the Company, viz.www.jayabharat.com.
During the year under review, the Independent Directors met on 31.01.2024 without the attendance of non¬independent directors and members of management inter alia:
a) To discuss the financials of the Company.
b) To review the performance of non-independent directors and the Board as a whole.
c) To review the performance of the Chairperson of the Company, taking into account the views of executivedirectors and non-executive directors.
d) To assess the quality, quantity and timeliness of flow of information between the Company management andthe Board that is necessary for the Board to effectively and reasonably perform their duties.
e) Other related matters.
In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (ListingObligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulation”), the Company has formulated aPolicy on Related Party Transactions. The same has been posted on the Company’s website at www.jayabharat.com.
All the Related Party Transactions entered into are on arms’ length basis and in ordinary course of business ofthe Company. All Related Party Transactions are placed before the Audit Committee as also the Board for theapproval. During the year, there were material contracts or arrangements with related parties, accordingly, relatedparty transactions are being reported in form AOC-2 (ANNEXURE Ref. Pg. 21) in terms of Section 134 of the Act. TheAudit committee and the Board of Directors proposes the material contracts or arrangements with related parties asmentioned in the Notice to this Annual Report for the approval of members at the ensuing Annual General Meeting ofthe Company.
The Board of Directors state that no disclosure or reporting is required in respect of the following items as there wereno transaction on these items during the Financial Year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise,
2. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any scheme save andexcept Employee Stock Option Scheme referred to in this report,
3. No significant or Material Orders were passed by any Regulators or Courts or Tribunal which impact on theCompany’s going concern status and operations in future,
4. There was no change in nature of the business of the Company. The Company has stopped business activitiesas NBFC.
The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act,2013 read withRule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy/ Vigil MechanismPolicy” for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards toDirectors and employees from any victimization on raising of concerns of any violations of legal or regulatory requirements,incorrect or misrepresentation of any, financial statements and reports, etc.
The Employees of the Company have the right / option to report their concern/grievance to the Chairman of the AuditCommittee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of businessoperations. The Vigil Mechanism Policy exists as approved by the Board.
The Board of Directors of the Company has formulated the Risk Management Policy, pursuant to Section 134(3)(n) ofthe Companies Act, 2013 to avoid events, situations or circumstances which may lead to negative consequences on theCompany’s businesses.
a. Statutory Auditors:
As recommended by the Audit committee and the Board of Directors of the Company, M/s Jagdish Chand & Company(Firm Registration No 000129N) Chartered Accountants has been appointed as Statutory Auditors of the Companyfor the period of 5 (Five) years from the 80th Annual General Meeting of the Company until the conclusion of 85thAnnual General Meeting of the Company at the remuneration and out of pocket expenses as may be fixed by theBoard of Directors.
The Auditors Report on the financial statement of the Company for the financial year ended 31st March, 2024, whichforms part of the Annual Report of the Company, does not contain any reservation, qualification or adverse remark.
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, CS Mr. Prashant S Mehta, Practicing Company Secretary, (A5814& COPNo. 17341), Mumbai is continued to be appointed as Secretarial Auditor of the Company for the year 2024-25 TheSecretarial Audit Report is annexed as ANNEXURE-1, (Ref pg 21 to 23) which forms part of this Report. The saidReport does not contain any observation or qualification requiring any further explanation or comments.
In terms of the Section 138 of the Companies Act, 2013 read with rule of the Companies (Accounts) Rules, 2014 andother applicable provisions of the Act, Mr. Ajit More (152725) Chartered Accountant, Mumbai is continued to bere-appointed as Internal Auditor of the Company for the year 2024-25.
During the year under review, there was no fraud and accordingly the Statutory Auditors had not noticed any matterpertaining to fraud under Section 143(12) of the Companies Act, 2013. Therefore, there is no such disclosure in terms ofSection 134(3) (ca) of the Companies Act, 2013.
DIRECTORS:
As per the provisions of Section 152 of the Companies Act, 2013, Directors, Mr. Rajiv Gupta (DIN 00022964). Mr. Arun Mitter(DIN 00022941) and Mr. M K. Madan (DIN 01060575), are liable to retire by rotation at the ensuing Annual General Meetingand being eligible, offer themselves for re-appointment at the said Annual General Meeting. The Board recommendsapproval of their reappointment to the Members. Their brief profile (Annexure Ref. Pg. 4 and 12) is provided in the Noticeconvening the ensuing 81st Annual General Meeting being held on 25.09.2024.
The Company has received declarations of Independence, pursuant to Section 149(7) of the Companies Act, 2013 fromall the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed underSection 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors)Fifth Amendment Rules, 2019 and their names have been included in the data bank of the ‘Indian Institute of CorporateAffairs at Manesar’ (IICA).
In terms of Section 203 of Companies Act, 2013 and Rule B and 8 A of the Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014.
Disclosure u/s 197(12) of the Companies Act, 2013 and Other Disclosure as per Rules 5 of the Companies (Appointment& Remuneration of Managerial Personnel) Rules, 2014 Annexure (Ref. pg. 24)
Mr. Bipin B. Bhavsar
FCS 1117
CHIEF EXECUTIVE OFFICER (CEO)
Ms. Hinal R. Mehta
ACS 25618
COMPANY SECRETARY & COMPLIANCE OFFICER
Mr. Shreeram G. Garde
B.COM
CHIEF FINANCE OFFICER (CFO)
In compliance with the Companies Act, 2013, and Listing Regulations, the Board of Directors have carried out an AnnualEvaluation of its own performance of Chairman, each Directors and its Committees for the year under review.
The Board of Directors and its functioning Committees were reviewed and evaluated on the basis of responses from Directors,Committees Members, on various aspects of composition and functioning of Board of Directors and its Committees.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board ofDirectors as a whole, including performance of Chairman, were also evaluated.
The Board of Directors expressed its satisfaction with evaluation Results, which reflects high degree of engagement ofBoard of Directors and its committees with the Company and its management.
The Company pro-actively keeps its Directors informed of the Policy on Familiarization Program adopted by the Boardof Directors of the Company and the Company keeps its Independent Directors abreast of its activities, management,operations and overall perspective as well as issues faced by the industry.
No employees remuneration which requires the Company to furnish in terms of Particulars of Employees under section197(12), Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. ANNEXTURE.(Ref. pg. 24)
The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company areadequate. During the year under review, no material or serious observation has been received from the Internal Auditorsof the Company for inefficiency or inadequacy of such controls.
As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, various provisions ofCorporate Governance are not applicable to a listed entity having Paid up Equity Share Capital not exceeding Rs. Ten (10)Crores and Net Worth not exceeding Rs. Twenty Five (25) Crores, as on the last day of the previous financial year.
As on 31st March, 2024, the Company’s Paid up Capital and Net Worth were below the ceiling limit prescribed under theregulation as above. In accordance with the above, the provisions pertaining to Corporate Governance are not applicable toour Company for the financial year 2023-24, and hence the Company has filed non-applicability of Corporate Governancerequirements certificate to BSE Limited and complied with the requirement of the regulation.
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of theCompanies (Accounts) Rules, 2014 is given as under
a)
Technology
Not applicable
b)
Conservation of Energy
c)
Transactions in Foreign Currency
This Year 2023-24
Previous Year 2022-23
i)
Expenditure in Foreign currency Loan
NIL
ii)
Shares held by Non-Resident Shareholders
22815
30104
No. of Non-Resident Shareholders
37
NOTE: The Company has no earnings in Foreign Currency.
E-mail ID for Investor’s Grievances:
In compliance of SEBI (LODR) Regulations, 2015, for the purpose of registering complaints by investors for redressal oftheir grievances, the Company has designated an e-mail address i.e. jcl@jayabharat.com
Management’s Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate sectionforming part of this Report. ANNEXURE-B.(Ref. pg. 25)
The provisions of Corporate Social Responsibilities (CSR) are not applicable, as the Company does not exceed the thresholdlimits prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility)Rules. 2014.
The Board of Directors has adopted the code of Internal Procedures and Conduct for regulating, monitoring and reportingtrading by designated persons in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. The said Code lays down guidelines and procedures to be followed and disclosures to be made while dealing withthe securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on theCompany’s website under the Investor Relation section at www.jayabharat.com.
In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaint has been received during theyear 2023-24.
There is no Unclaimed Dividend nor Public Deposits, with the Company, since unclaimed divedend declared only uptoFY 2007-08 and the Public Deposit have been already transferred to Investor Education and Protection Fund (IEPF), assuch the Company does not have any unclaimed dividend nor public deposits.
In terms of Section 134(5) of the Companies Act 2013, in relation to the Audited Financial Statements of the Company forthe year ended 31st March, 2024, the Board of Directors hereby confirms that:
a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with properexplanation relating to material disclosures;
b) Such Accounting Policies have been selected and applied consistently and the Directors made Judgments andEstimates that are reasonable and prudent so as to give a True and Fair view of the State of Affairs of the Companyas at 31st March, 2024;
c) Proper and sufficient care was taken for the maintenance of Adequate Accounting Records, in accordance with theprovisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and otherirregularities.
d) The Annual Accounts of the Company have been prepared on a going concern basis;
e) Internal Financial Controls have been laid down to be followed by the Company and that such Internal FinancialControls are adequate for effective operation.
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate for effective operation.
In terms of Section 134 (3) (I) of the Companies Act, 2013, there are no material changes and commitments occurredbetween the end of the financial year of the Company and date of this Report which could have otherwise affected theCompany’s financial position.
Your Directors would like to place on record their appreciation of the services rendered by the Members of the Staff at alllevels. They would also like to express their gratefulness to the Company’s Bankers, Shareholders and Depositors, for theirco-operation and also for the confidence reposed by them in the Company.
For and on behalf of the Board of Directors,
RAJIV GUPTA,CHAIRMAN.(DIN NO.00022964)
New Delhi, 8th August, 2024