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J R Foods Ltd.

BSE: 530915 Sector: Industrials
NSE: N.A. ISIN Code: INE989E01018
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VOLUME 4005
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OPEN 4.99
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VOLUME 4005
52-Week high 9.53
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

J R Foods Ltd. (JRFOODS) - Director Report

Company director report

To the Members

Presentation on the 29th Annual Report highlighting the business and operations of theCompany on a standalone basis and the audited financial statements for the financial yearended 31st March 2022.

Pursuant to the Order dated 11th February 2022 of the Hon'ble National Company LawTribunal Chennai ("NCLT Order") Corporate Insolvency Resolution Process("CIR Process") has been initiated against the Company in accordance with theprovisions of the Insolvency and Bankruptcy Code 2016 ("Code") and relatedrules and regulations issued thereunder with effect from 19th March 2022 (CorporateInsolvency Resolution Process Commencement Date). Mr. B Ramana Kumar has been appointed asInterim Resolution Professional ("IRP") & Resolution Professional("RP") in terms of the NCLT Order.

The powers of Board of Directors of the Company stand suspended effective from the CIRProcess commencement date and such powers along with the management of affairs of theCompany are vested with the IRP in accordance with the provisions of Section 17 and 23 ofthe Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previousyear's figures are given hereunder:

(Audited) (Amount in Rs. Lakhs )

Particulars Financial Year ended 31.03.2022 Financial Year ended 31.03.2021
Total Revenue 161.70 146.91
Profit before Interest Tax & Depreciation (612.82) (79.16)
Less: Depreciation 61.17 68.52
Less: Finance Cost 3.59 847.80
Profit before Tax (515.88) (848.57)
Prior Period Expenses - -
Income Tax for Previous Years - -
TDS W/O - -
Profit before Tax after Extraordinary Items (515.88) (848.57)
Less: Provision for Income Tax
i) Current Tax - -
ii) Deferred Tax - -
iii) Mat Credit - -
iv) Excess Provision of Income tax Earlier year - -
Net Profit/ (Loss) (515.88) (848.57)

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The turnover of the financial year 2021-2022 was Rs 161.7 Lakhs and the turnover of thePrevious financial year 2020-2021 was Rs. 146.91 Lakhs. During the Year the Company was inloss of Rs. (515.88) Lakhs.

Transfer to Reserves:

The Company has not transferred any amount to the general reserve during the currentfinancial year.

2. STATE OF COMPANY'S AFFAIRS

The Company has not undertaken worthwhile business activity.

Corporate Insolvency Resolution Process (CIRP):

A petition for initiation of Corporate Insolvency Resolution Process under Section 10of the Insolvency and Bankruptcy Code 2016 filed by Mr. A.S. Sathish Kumar PracticingCompany Secretary (PCS) on behalf of the Company (Corporate Applicant) has been admittedagainst the Company vide Honorable National Company Law Tribunal Chennai bench orderdated 11/02/2022 and Mr. B Ramana Kumar has been appointed as IRP/RP by NCLT ChennaiBench under Section 13(1) (c) of the Insolvency and Bankruptcy Code 2016. As a part ofCIRP financial and operational creditors were called upon to submit their claims to theIRP on or before 2nd April 2022 being the last date of submission.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (LODR) and in accordance with the requirements of sub-clause 16(h) ofPara A of Part A of Schedule III of LODR read with Section 25(2)(h) of Insolvency &Bankruptcy Code 2016 and Regulation 36A of IBBI (Insolvency Resolution Process forCorporate Persons) Regulations 2016 the Invitation for Expression of Interest in Form -G was published on 24th April 2022 for its submission to the RP on or before11 th May 2021.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There are no changes in the board of directors of the company as per CIRP regulationafter an appointment of IRP/RP the existing board were suspended and IRP/RP mange thecompany. As per Hon'ble NCLT Chennai Bench order dated 11th February 2022 the companywent in to CIRP and IP Mr. B Ramana Kumar was appointed as an Interim/ResolutionProfession.

Further as per Regulation 15(2A) of SEBI LODR the provisions of regulation 17 shallnot be applicable during the insolvency resolution process period in respect of a listedentity which is undergoing corporate insolvency resolution process under the InsolvencyCode and that the role and responsibilities of the board of directors as specified underregulation 17 shall be fulfilled by the interim resolution professional or resolutionprofessional in accordance with sections 17 and 23 of the Insolvency Code.

4. DIRECTORS RESPONSIBILITY STATEMENT

The directors are suspended subsequent to the order of the NCLT Chennai Bench howeverin accordance with the provisions of Section 134(5) of the Companies Act 2013 the Boardhereby submit its responsibility Statement: —

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation 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 at the end of the financial year and ofthe profit and 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. Internal financial control means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business including adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2018 ("SEBI LODR Regulations") is given separately forming part of this AnnualReport.

7. REPORT ON CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 10.00 Crore and Net Worth ofthe Company is Less than Rs. 25.00 Cr the Provisions of Corporate Governance are notapplicable on the Company in terms of Securities and Exchange Board of India (ListingObligation and Disclosure requirement) Regulations 2015.

8. AUDITORS

(i) Statutory Auditors

Pursuant to Section 139 of the Companies Act 2013 and Rules made thereunder theappointment of M/s. R. Chandrasekar & Co. Chartered Accountants as the statutoryauditors was approved by the Shareholders of the Company for five years till AnnualGeneral Meeting scheduled to be held in the year 2024 to act as Statutory Auditors of theCompany.

(ii) Secretarial Auditor & the Secretarial Audit Report

Mr. Shalu Singhal prop of M/s Shalu Singhal & Associates Practicing CompanySecretary was appointed as Secretarial Auditor by the Board of Directors for the financialyear 2021-22 and her report is attached separately to this report. There were certainqualifications observations reservation or comments or other remarks in the SecretarialAudit Reports.

9. DIVIDEND

No Dividend recommended for financial 2021-22 due to loss (Company under CIRP).

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

11. 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

Apart from the Orders of NCLT and other Court(s) Orders completion of CIRP processunder IBC and State of Company's Affairs as stated earlier no material changes andcommitments affecting the financial position of the Company have occurred after the endof the financial year 2021 -22 and till the date of this report.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as anAnnexure to this report.

13. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

As the element of risk threatening the Company's existence is very minimal the riskmanagement system has yet to be implemented.

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable due to carried forward loss.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review. Disclosure in FormAOC2 is furnished as an annexure to this report.

17. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualification reservation or adverse remarks made by the either by theAuditors.

18. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

Not Applicable since the Company is under CIRP.

19. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is updated at the websiteof the Company i.e. www.jrfoods.in.

20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held 5 Board meetings during the financial year under review on followingdates.

- 29th June 2021;

- 13th August 2021;

- 6th September 2021;

- 14th November 2021;

- 9th February 2022.

21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

22. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

23. DECLARATION OF INDEPENDENT DIRECTORS

The Company is under CIRP and accordingly power of the Board has been suspended.Further the Company has not received declaration(s) from any independent director asrequired to be obtained under section 149(7) of Companies Act 2013 after the appointmentof RP.

24. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developed andimplement the Risk Management Policy for the Company including identification therein ofelements of risk if any which is in the opinion of the Board may threaten the existenceof the Company.These are discussed at the meeting of the Audit Committee and the Board ofDirectors of the Company.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

25. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGIL MECHANISM

Your Company has constituted the following committees:

- Audit Committee;

- Stakeholders Relationship Committee;

- Nomination and Remuneration Committee

26. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

A petition for initiation of Corporate Insolvency Resolution Process filed by CorporateApplicant and the same has been admitted against the Company vide NCLT Chennai benchorder dated 11th February 2022 and Mr. B Ramana Kumar has been appointed as InterimResolution Professional/Resolution Professional by NCLT Chennai Bench.

29. HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

30. FORMAL ANNUAL EVALUATION

The provisions of section 134(3)(p) of the Act read with rule 8(4) of the Companies(Accounts) Rules 2014 for having formal self-annual evaluation by the Board of Directorsis applicable to the Company. However the Company is under Corporate InsolvencyResolution Process (CIRP) and the entire Board is suspended hence no formal evaluation ofthe Board has taken place.

31. FAMILIARISATION PROGRAM

The company regularly communicates with all Independent Directors to provide detailedunderstanding of the activities of the company including specific projects either at themeeting of the Board of Directors or otherwise. However there has been no such programafter the appointment of CIRP order and appointment of RP.

32. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) anddeclarations as to compliance with the Code of Conduct of the Company. However there hasbeen no such disclosure after the appointment of CIRP order and appointment of RP.

33. ACKNOWLEDGEMENTS

Your Directors wishes to take this opportunity to place on record their gratitude andsincere appreciation for the timely and valuable assistance and support received fromBankers Central & State Government Local Authorities Share Transfer AgentsAuditors Customers Suppliers Advisors Consultants Associates and RegulatoryAuthorities and Resolution Professional and their team as well as their deep appreciationand dedication of company's employees at all levels and look forward to their continuedsupport in the future as well.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS (Suspended during CIRP)

Sd/- Sd/-
B RAMANA KUMAR DINESH KOTHARI
Resolution Professional DIN: 00850924
IBBI/IPA- 001/IP-P00657/2017-18/11140 Suspended Director
Date: Puducherry
Place: 8th September 2022

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