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J J Exporters Ltd.

BSE: 530049 Sector: Industrials
NSE: N.A. ISIN Code: INE408B01015
BSE 00:00 | 02 Mar J J Exporters Ltd
NSE 05:30 | 01 Jan J J Exporters Ltd
OPEN 3.61
PREVIOUS CLOSE 3.61
VOLUME 1999
52-Week high 3.61
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 4.23
Buy Qty 5.00
Sell Price 3.79
Sell Qty 5.00
OPEN 3.61
CLOSE 3.61
VOLUME 1999
52-Week high 3.61
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 4.23
Buy Qty 5.00
Sell Price 3.79
Sell Qty 5.00

J J Exporters Ltd. (JJEXPORTERS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Annual Report together with the AuditedFinancie Statements of your Company for the year ended 31st March 2021.

FINANCIAL SUMMARY AND HIGHLIGHTS

PARTICULARS Year ended as on March 31 2021 Year ended as on March 31 2020
Revenue from Operations 1.57 1.76
Net Gain on fair value changes - -
Other Income 102.55 2.82
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 68.65 (16.38)
Less: Depreciation & Amortization - 0.48
Profit /loss before Finance Costs Exceptional items and Tax Expense 68.65 (15.90)
Less: Finance Costs - -
Profit /loss before Exceptional items and Tax Expense 68.65 (15.90)
Add/(less): Exceptional items - -
Profit /loss before Tax Expense 68.65 (15.90)
Less: Tax Expense (Current & Deferred) - -
Profit /loss for the year (1) 68.65 (15.90)
Total Comprehensive Income/loss (2) - -
Total (1+2) 68.65 (15.90)
Earning per Equity Share:
Basic 0.74 (0.17)
Diluted 0.74 (0.17)

The above figures are extracted from the Audited (Standalone) Financial Statements asper Indian Accounting Standards (Ind AS).

FINANCIAL REVIEW

Your Company has prepared the Financial Statements for the financial year ended March31 2021 in accordance with the Indian Accounting Standards (Ind AS) notified under theCompanies (Indian Accounting Standards) Rules 2015 (the Rules).

All the Ind AS issued and notified by the Ministry of Corporate Affairs under theCompanies (Indian Accounting Standards) Rules 2015 (as amended) till the financialstatements are approved for issue by the Board of Directors has been considered inpreparing these financial statements. The financial statements have been prepared on ahistorical cost basis except for certain financial assets and liabilities which have beenmeasured at fair value to the extent applicable as described in accounting policiesregarding financial instruments. Since the company has discontinued its businessaccordingly management has prepared these financial statement under the liquidation basisof accounting. All assets and liabilities have been measured and stated at the value theyexpect to realized or settle at and provision have been made in the books of account forthe losses arising or likely to arise on account of such closure to the extentascertained by management at the time of preparation of these financial statement exceptasset held for sale.

During the financial year ended March 31 2021 your Company has earned a profit of Rs68.65 lakh

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review as your Company is under voluntary Liquidation.

DIVIDEND

Your Company is under voluntary Liquidation thereby no dividend is proposed for theyear under review.

INVESTOR EDUCATION & PROTECTION FUND (lEPF)

Your Company do not have any amount / shares which is transferred or pending to betransferred to Investor Education & Protection Fund (IEPF).

MAIOR EVENTS DURING THE YEAR

A. STATE OF COMPANY'S AFFAIRS

As major portion of the Company's assets has been taken over by the Bank and operationsat all units of the Company has also been stopped the Company did not have any commercialactivity and the continuance of the corporate existence of the Company was no longerfeasible. Thus the Board in its meeting held on 30.05.2018 resolved to wound up theCompany under the provisions of Section 271(a) of the Companies Act 2013 and which wassubsequently approved by shareholders through Postal Ballot on 02.08.2018 and the matteris pending with National Company Law Tribunal Kolkata Bench.

B. CHANGE IN THE NATURE OF BUSINESS

The Company does not have any commercial activity during the financial year underreview.

C. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

The Company had filed a petition of Voluntary Liquidation.

CHANGE IN SHARE CAPITAL

During the year under review there has been no change in the capital structure of yourCompany. The Authorized Share Capital of the Company as on March 31 2021 stands at Rs.100000000 divided into 10000000 equity shares of Rs. 10/- each. The IssuedSubscribed and Paid-up Share Capital of the Company is Rs. 92622500 divided into9262250 equity shares of Rs. 10/- each.

BOARD COMPOSITION

At present the Company's Board of Directors constitutes of 4 (four) Directors namelyMr Rajiv Jhunjhunwala Mr Satya Narain Jhunjhunwala Mr Rahul Singhi and Mrs DipaliSharma.

Declaration from Independent Directors as required under section 149(7) of theCompanies Act 2013 confirming that they meet the criteria of independence and areeligible to continue as an Independent Director had been received from Mr Rahul Singhi andMrs Dipali Sharma the Independent Directors of the Company.

Apart from the details mentioned above there was no change in the composition of theBoard of Directors during the financial year under review.

NUMBER OF BOARD MEETING

During the financial year ended March 31 2021 no Board Meetings was held as Companyhad filed a petition of Voluntary Liquidation.

COMMITTEE OF THE BOARD

During the financial year ended March 31 2021 the Committee are in existence as perCompanies Act 2013 and The Securities and Exchange Board of India (SEBI) (ListingObligations and Disclosure Requirements) Regulations 2015.

However no Committee Meetings was held as Company had filed a petition of VoluntaryLiquidation.

GENERAL SHAREHOLDER INFORMATION ANNUAL GENERAL MEETING

The Forty-sixth (46th) Annual General Meeting (AGM) of the Company will beheld on Thursday December 30 2021 at 12.30 P.M. IST through Video Conferencing(“VC”) / Other Audio Visual Means (“OAVM”).

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Rajan Singh Company Secretary in whole-time practice has issued a certificate asrequired under the Listing Regulations confirming that none of the directors on the Boardof the Company has been debarred or disqualified from being appointed or continuing asdirector of companies by the SEBI / Ministry of Corporate Affairs or any such statutoryauthority. The certificate is enclosed as the Annexure - 1

DIRECTORS' RESPOSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian AccountingStandards (Ind AS) under the historical cost convention on accrual basis except forcertain financial instruments which are measured at fair values the provisions of theCompanies Act 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS areprescribed under Section 133 of the Companies Act 2013 read with Rule 3 of the Companies(Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards)Amendment Rules 2016. Accounting policies have been consistently applied.

In terms of the provisions of section 134 (5) of the Companies Act 2013 yourDirectors hereby confirm that:

a. In the preparation of the Annual Accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2021 and ofthe profit /loss of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis tillliquidation is ordered by Hon'ble NCLT Kolkata Bench;

e. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively; and

f. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

SUBSIDIARIES IOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiary Joint Venture or Associate Company.

DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES

Remuneration to the extent paid to the employees have been properly disclosed in thefinancial statements.

PARTICULARS OF LOANS GIVEN. GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT 2013

The disclosure requirements as specified under Section 186 of Companies Act 2013 isnot applicable to the Company during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT. 2013

Pursuant to the requirement under section 134(3)(h) of the Companies Act 2013 theparticulars of contracts or arrangements with related parties under section 188(1) of theCompanies Act 2013 is attached and furnished in Form AOC-2 as annexed to this report as Annexure- 2.

COMPLIANCE WITH SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION ANDREDRESSAL) ACT. 2013

The Company has in place a Policy in line with the Sexual Harassment of women at theWorkplace (Prevention Prohibition and Redressal) Act 2013”. Internal ComplaintsCommittee is in place to redress complaints received regarding sexual harassment. Allemloyees (permanent contractual temporary trainees e.tc) are covered under this policy.

The Company has not received any complaint on sexual harassment during the year underreview as the operation of the Company at all units has also been stopped.

DISCLOSURE ON VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed vigil mechanism and whistle blower policy for director andemployees to report genuine concern.

The Company has not received any complaint during the year under review as theoperation of the Company at all units has also been stopped.

AUDITORS

STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s Lihala& Co Chartered Accountants (ICAI FRN: 315052E) was appointed as the StatutoryAuditors of the Company for a consecutive period of 5 years from conclusion of the 44thAnnual General Meeting till conclusion of the 49th Annual General Meeting.

The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s Lihala & Co Chartered Accountants as the StatutoryAuditors of the Company by the Members at the ensuing AGM.

SECRETARIAL AUDITOR

In compliance with the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors upon recommendation of the Audit Committee has appointed Mr. Rajan SinghCompany Secretary in Practice as the Secretarial Auditor and his report in Form MR-3 isannexed to the Board's Report as Annexure - 3.

The Company has taken a certificate as laid down under sec 92(2) of the Companies Act2013 and Rule 11(2) of Companies (Management and Administration) Rules 2014 from Mr.Rajan Singh Practising Company Secretary.

INTERNAL AUDITOR

No Internal Auditor was appointed by the Company as the same is not applicable to theCompany during the year under review.

QUALIFICATION. RESERVATION OR ADVERSE REMARK IN THE AUDITORS REPORTS

There is a qualification remark made by the Auditors in their Reports to the FinancialStatements for the financial year ended March 31 2021 which are self-explanatory

A. The Board of Directors had decided in the meeting held on 30th May 2018 that amajor portion of the Company's assets has been taken over by bank and in the process ofsale under the SARFASI Act2002 and there is no business operations of the company andthe Company does not have any commercial existence the continuance of corporate existenceof the company was no longer feasible. Thus the Board has decided that the Company bewound up under the provisions of section 271(a) of the Companies Act 2013 subsequentlyapproved by shareholder through Postal Ballot on 02.08.2018 and matter is pending withNCLT Kolkata Bench.

B. As the bank taken over the Secured assets of the company which shown at carryingamount not at Realisable value as company itself applied for the Wounding Up and subjectedto the approval NCLT Kolkata bench.

C. As the company has not provided for interest on the Bank loan and non-confirmationand reconciliation of the bank Loans effect of the same on the financial statement is notascertainable at Present. [Refer Note No. 13(v) of the financial statements].

D. As per the bank Statement secured assets sold by the bank without providing detailsand statutory compliance thereof if any effect of the same on the financial statement isnot ascertainable. [Refer Note No. 13(vii) of the financial statements].

Further the company has disclosed the impact of pending litigations on its financialposition in its financial statements as at 31st March 2021 [Refer Note No. 25(1) to thefinancial statements].

The loans from Banks (including interest thereon) are defaulted in repayment by thecompany. The said amounts are subject to confirmation and reconciliation if any. TheCompany has not provided interest on the said loans as the secured assets' possession wastaken by the Bank under the SARFAESI Act 2002 as explained loan has become NPA [ReferNote 13(a)v] and subsequently the possessed assets were sold by Bank as per the bankstatement and adjusted accordingly by the company. [Refer Note 13(a)vii of the financialstatements]. The defaulted principle outstanding Rs. 3538.88 Lakhs and Interest accruedand due of Rs. 358.94 Lakh.

The Company fixed Assets is taken over by the bank and process of sale under SARFAESIAct 2002 stated in Note No. [13(A)vii] of the financial statements.

The financial statements which indicate that the company has accumulated losses and itsnet worth has been fully eroded the company has incurred net loss during the previousyears and the company's current liabilities exceeded its total assets of the company.These conditions along with other matters set forth in Note 25(5) of the financialstatement so that financial Statement of the company is prepared on Liquidation basis ofaccounting.

COST AUDIT AND COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 is not applicable as the Companyis under the process of Voluntary Liquidation.

ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with rule 8of Companies (Accounts) Rules 2014 in respect of conservation of Energy and TechnologyAbsorption are not applicable to company under the year under review and expenditure onResearch and Development and Foreign Exchange Earning & Outgo stands NIL for the yearunder review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company has filed an application of Voluntary Liquidation with National Company LawTribunal Kolkata Bench pursuant to the provisions of Section 271(a) of the Companies Act2013 which is pending.

Further the loan from Bank(Including interest thereon) subject to confirmation wasalso called back by the bank for repayment. The above two banks had also served noticeunder section 13(2) of the Securitisation and Reconstruction of the Financial Assets andEnforcement of Security Interest Act 2002 .The Company has defaulted in the repayment ofabove loans.

The IDBI Bank Ltd. (IDBI) IDBI House 44 Shakespeare Sarani Kolkata-700017 vide itspossession notice dated 14th July 2017 and 27th July 2017 had taken the possession ofthe Movable & Immovable assets situated at Mouza-Gangarampur South 24 Paraganas WestBengal & Dodaballapur Bangalore Karnataka which were secured against Loan so theCompany has not provided depreciation on the said Fixed Assets and also interest on theloans taken from IDBI & Indian Overseas Bank (IOB) from the said possession date.

In the Financial year 2017-18 secured asset was sold by the bank of Rs. 1801.10 Lakhwhich was apportioned by bank for immovable property at Rs. 1400.86 Lakh and for themovable property at Rs. 400.24 Lakh as no item wise details of sale proceeds was providedby bank. The Statutory Compliances if any complied by the bank on account of the saidtransactions have not been confirmed.

In Absence of details of sale proceed of secured asset sold at Dodaballapur Bangaloreand statutory compliance thereof if any during the year the Sale proceed of Rs. 1070.51Lakhs (Net of Charges of Rs 10.73 Lakh) is adjusted against Interest accrued and due onborrowing of Rs. 673.62 Lakh and balance Adjusted against Principle borrowing and otherpayable Rs 17 Lakhs of Rs 396.89 Lakh. Please refer Note No. 13(vii) of the annexedfinancial statements.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDAR)

In accordance with Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015Management Discussion & Analysis Report forms a part of this Annual Report. Themanagement

has well-perceived and deliberated on following areas. It includes among othersdiscussion on the following matters:

• Industry structure and developments

• Risks and concerns

• Discussion on financial performance with respect to operational performance

• Details of significant changes in key financial ratios

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Management continuously reviews the Internal Control Systems and procedures for theefficient conduct of the Company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. Internal Control System areimplemented to safeguard the Company's assets from loss or damage to keep a constantcheck on the cost structure to prevent revenue leakages to provide adequate financialand accounting controls and implement accounting standards.

No Internal Auditor was appointed by the Company as the same is not applicable to theCompany during the year under review.

DEPOSITS

Your company has not accepted any public deposit during the financial year underreview. LISTING

The equity shares of your Company is listed on the Bombay Stock Exchange Limited (BSE)& the Calcutta Stock Exchange Limited as Company is under Voluntary Liquidation thelisting status of the Company is suspended on both stock exchange.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is the continuing commitment by the business to behaveethically and contribute to economic development while improving the quality of life ofthe workforce and their families as well as of the local community and society at large.

As per the provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 your Company is not required toconstitute a CSR committee and enact thereon.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

During the year under review the same is not applicable to the Company as Company isunder Voluntary Liquidation.

APPRECIATION

Your Directors record their sincere appreciation for the assistance support andguidance provided by Government Authorities Bankers investors financial institution andshareholders for their consistent support to the company. The Directors also commend thecontinuing commitment and dedication of the employees at all levels which has beencritical for the Company's growth. The Directors look forward for their continuing supportin future.

for and on behalf of the

1 Board of Directors of J J EXPORTERS LTD

Sd/- Sd/-
Satya Narain Jhunjhunwala Rajiv Jhunjhunwala
Date: 03-12-2021 Director Director
Place: Kolkata DIN:00063450 DIN: 00060534

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