BOARD'S REPORT TO THE MEMBERS
Your Directors are pleased to present their 29th Annual Report on the business andoperations of your Company for the year ended 31st March 2020.
|Particulars || |
Rs in Lakhs
|2019-20 ||2018-19 |
|Total Revenue ||13.90 ||62.28 |
|Profit before Interest Depreciation & Taxation ||1.94 ||16.68 |
|Interest ||0.16 ||14.12 |
|Depreciation ||1.51 ||2.39 |
|Profit before tax ||0.27 ||0.17 |
|Less: Provision for Taxation ||0.09 ||0.15 |
|Profit after Tax ||0.18 ||0.02 |
|Less: Transferred to Statutory reserve ||0.04 ||0.00 |
|Add: Balance Brought Forward ||50.09 ||50.07 |
|Statutory Reserve ||12.55 ||12.51 |
|Surplus carried to Balance Sheet ||62.78 ||62.60 |
REVIEW OF OPERATIONS:
During the year under review the Company has achieved an aggregate profit beforedepreciation interest and tax of Rs. 1.94 lacs against Rs. 16.68 lacs in the previousyear 2018-19.
The Board believes that it will be prudent for the company to conserve resources inview of future expansion programs in line for the coming year which will enhance theprofitability to a great extent. Hence your directors are not recommending any dividendfor the Financial Year 2019-20.
STATEMENT OF AFFAIRS OF COMPANY AND PROSPECT IN THE CURRENT YEAR:
The year 2020 will go down as annushorribilis with the entire world revolving aroundonce-in-a-century pandemic. The COVID- 19 virus which countries around the world believedand hoped could be contained through strict lockdown measures of a few weeks now half ayear later seems to be an all-consuming juggernaut. While some countries have been ableto bend the curve sporadic outbreaks have driven home the message that in aninterconnected world no one recovers everyone does Indian economy which was alreadylimping before the outbreak of COVID-19 came to a grinding halt as COVID-19 mandatedtotal lockdown disrupted the social economic and financial structures of the country. TheNBFC sector which has been going through a liquidity crisis since the IL&FS defaultin September 2018 and the resultant risk aversion on part of the debt markets and thebanking system came under further pressure on account of COVID-19. The Government ofIndia and the RBI have responded swiftly announcing sweeping measures to arrest theeconomic slowdown by facilitating credit flow to the affected sectors. Specific measureswere also announced towards providing liquidity support to HFCs NBFCs and MFIs. The RBIprovided liquidity boost to these sectors through its TLTRO 2.0 operations worth Rs 50000Crores; special liquidity scheme of upto Rs 30000 Crores; Partial Credit Guarantee Schemeof Rs. 45000 Crores; and more recently Rs. 10000 Crores through Additional StandingLiquidity Facility. We hope the economy will revive with the correction measures byregulators and also the Make in India boost. Hence we are prudently taking the decisionstowards our funds and investments and also trying to monetize the investments whereverpossible.
|Company General Information ||The Company is registered in the State of West Bengal. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L40300WB1991PLC053444. The Companies shares are listed in BSE under code 526865 |
|Change in status of the company ||Nil |
|Key business developments ||Company is focusing now mainly to monitise it investments and make better use of the funds |
|Change in the financial year ||Nil |
|Capital expenditure programmes ||No present Capital Expenditure plan |
|Details and status of acquisition merger expansion modernization and diversification ||No such immediate plan |
|Developments acquisition and assignment of material Intellectual Property Rights ||N.A. |
|Any other material event having an impact on the affairs of the company ||The Covid situation has deeper impact in the market and company is not safeguarded from the same the impact on value of investments and recoverability of loans will be seen by the company in days to come |
|Commencement of any new Business ||During the financial year under review no new business commenced by the company |
DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT
No revision of the financial statement or Annual report has been revised duringFinancial Year 2020 for any of the three Preceding financial year.
SHARE CAPITAL STRUCTURE OF THE COMPANY:
a) Authorized Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words)) divided into10000000 Equity Shares of Rs. 10 /- each.
b) Issued Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words)) divided into10000000 Equity Shares of Rs. 10 /- each.
c) Subscribed and Paid-up Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words))divided into 10000000 Equity Shares of Rs. 10 /- each.
BOARD OF DIRECTORS
A detailed report on Board of Directors and various committee of Board is annexed asAnnexure 1.
At the Board Meeting held on 19th June 2020 M/s Kumar Roybarman Prasanta& Associates Chartered Accountants were appointed as statutory auditors of thecompany for signing the audit report of 31st March 2020 due to casual vacancyof M/s. Kumar Roybarman Prasanta & Associates Chartered Accountants. M/s KumarRoybarman Prasanta & Associates has been further recommended for appointed at thisAnnual General Meeting to hold office for a period of four years and will hold office tillthe conclusion of 33rd Annual General Meeting.
The Board has duly examined the Statutory Auditors' Report to the accounts andclarifications wherever necessary have been included in the Notes to the Accountssection of the Annual Report.
For the Financial year 2020 the Statutory Auditor has not reported any instances offrauds committed in the Company by its Officers or Employees.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the rules made there under or Chapter V of the Companies Act2013.
During the year 2019-20 there was no further issue of share capital.
MANAGEMENT DISCUSSION AND ANALISIS REPORT
A detailed business outlay and Business Prospect in Current Year has already beendiscussed in above further other matters are as follows:
INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT:
The Company has an in-house team in internal audit system and also availed services ofexternal firms of consultants /chartered accountants to help the Company to strengthen theinternal audit and risk management functions as per the requirement.
Statement in this report particularly those which relate to Management Discussion andAnalysis description of company's objective estimates and expectations may constituteforward looking statements within the meaning of applicable laws or regulations. Actualresults might differ materially from those either. The Company takes no responsibility forany consequence of decisions made based on such statements and holds no obligation toupdate these in the future.
The Company has a risk management framework in place under which the managementidentifies and monitors business risks on a continuous basis and initiates appropriaterisk mitigation steps as and when required. The Company periodically place before theBoard the risk assessment and minimization procedures being followed by the company andsteps taken by it to mitigate those risks through a properly defined framework. Furthervarious risk management has been also discussed in Financial Statement Note 26.13 and26.14.
Pursuant to Regulation 27 of SEBI LODR with the Stock Exchanges Corporate Governancereport together with the certification from the company's auditors confirming thecompliance of conditions on Corporate Governance is not applicable for the company as perthe regulation 15 (2) (a) of Chapter IV of SEBI (LORD) Regulations 2015 as the paid upcapital of the company is Rs. 10 crores i.e. not exceeding Rs. 10 crores and the net worthis less than Rs. 25 crores as on the last date of previous financial year 2020.
CREDIT RATING OF SECURITIES
The company has not acquired any Credit rating from any agencies during the year.
The details forming part of the extract of the Annual Return in Form MGT- 9 as requiredunder Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies (Management& Administration) Rules 2014 is included in this report as Annexure - 2 and formsintegral part of this report.
The copy of Annual Return as required under section 134(3) of the Companies Act 2013is made available on Company's website i.e. www.jainco.in.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 (SHW Act). Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. Your Directors state thatduring the year under review there were no cases filed pursuant to the SHW Act.
PARTICULARS OF EMPLOYEES AND CHANGES IN KMP:
The remuneration paid to employees during the year was in affirmation to theremuneration policy of the company. The Company has no employee drawing remuneration inexcess of the limits specified in section 197(12) of the Companies Act '2013 read withrule 5(1) to 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
During the year Mr Manik Pal CFO of the company has rendered his resignation and Mr.Sumit Bhansali Managing Director of the company has accepted and has been additionallyresponsibility of CFO.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
A. CONSERVATION OF ENERGY:
(a) Energy conversation measures taken: During the year external experts conducted anenergy audit and the recommendations have been implemented.
(b) Additional investments and proposals if any being implemented for reduction ofconsumption of energy: No additional investments for reduction in energy consumption havebeen made or are proposed to be made presently.
(c) Impact of the measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods: the company has achieved marginalsavings during 2018-19 due to the measures at (a) above.
B. RESEARCH & DEVLOPMENT (R&D):
No Research & Development activities have been carried out by the company duringthe year.
C. TECHNOLOGY ABSORPTION:
The Company always keeps a check on global innovation and techniques to avail thelatest technology trends and practices. The Company has not imported any technology orprocess in the financial year.
D. FOREIGN EXCHANGE EARNINGS & OUTGO:
The Company had no Foreign Exchange earnings and Outgo during the year under review.ENVIRONMENTAL EFFORTS:
Company has obtained all the required certificates and License from Environment ControlRegulators to check Safe and Environment friendly Operations. The Company is quite alertin providing clean environment on a continuous basis.
SAFETY: The Company has adequate system for Industrial Safety. In the said year thecompany has strengthen its fire safety equipment at it units. The year under reviewcontinued to be NIL accident year.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134/ Section 134(5) of the Companies Act 2013 the Board of Directors of thecompany confirms that:
(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 have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY
Company does not have any Subsidiary Joint venture or Associate Company.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on key result areas (KRAs) are in place for senior managementstaff.
The Company is committed to nurturing enhancing and retaining its top talent throughsuperior learning and organizational development. This is a part of our Corporate HRfunction and is a critical pillar to support the organization's growth.
HEALTH SAFETY AND ENVIRONMENT PROTECTION
Company's Health and Safety Policy commits to comply with applicable legal and otherrequirements connected with occupational Health Safety and Environment matters andprovide a healthy and safe work environment to all employees of the Company.
PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS:
The Company did not give any Loan or Guarantee or provided any security or makeinvestment covered under Section 186 of the Companies Act 2013 during the year except asallowed under Companies Act 2013 / in general course of business of the company.
RELATED PARTY TRANSACTIONS
There have been no materially significant related party transactions between theCompany and the Directors the management the subsidiaries or the relatives except forthose disclosed in the financial statements.
Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
INTERNAL FINANCIAL CONTROLS
The Companies Act 2013 re-emphasizes the need for an effective Internal FinancialControl system in the Company. The system should be designed and operated effectively.Rule 8(5) (viii) of Companies (Accounts) Rules 2014 requires the information regardingadequacy of Internal Financial Controls with reference to the financial statements to bedisclosed in the Board's report. To ensure effective Internal Financial Controls theCompany has laid down the following measures:
1. The internal financial control systems are commensurate with the size and nature ofits operations.
2. All legal and statutory compliances are ensured on a monthly basis. Non-complianceif any is seriously taken by the management and corrective actions are taken immediately.Any amendment is regularly updated by internal as well as external agencies in the system.
3. Approval of all transactions is ensured through a preapproved Delegation ofAuthority Schedule which is reviewed periodically by the management.
4. The Company follows a robust internal audit process. Transaction audits areconducted regularly to ensure accuracy of financial reporting safeguard and protection ofall the assets. Fixed Asset verification of assets is done as per the schedule defined bythe management. The reports for the above are compiled and submitted to Board of Directorsfor review and necessary action.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitution of Corporate Social Responsibility Committee.
The Board has appointed Mr. Dilip Kumar Sarawagi Practicing Company Secretary toconduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report forthe financial year ended March 31 2020 is annexed herewith marked as Annexure: 3 to thisReport. The qualification reservation or adverse remarks (if any) in secretarial AuditReport are self- explanatory.
The Company is in compliance with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board and General Meetings of the Company.
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintenance is notapplicable on the company.
VOLUNTARY DELISTING OF EQUITY SHARES:
The Company has applied for delisting of shares from Calcutta Stock Exchange Ltd.(CSE) Ahmadabad Stock Exchange Ltd. (ASE) and Jaipur Stock Exchange Ltd. (JSE) which isunder process. The Company had already take approval from its shareholders for delistingfrom all other Stock Exchanges.
> Status of Regulatory Compliances:
The annual listing fee for Stock Exchanges has not been paid by the Company as thereare some ongoing dispute between the Company and the Stock Exchange hence the listing feefor last year was not paid the same will be paid once the dispute is resolved.
Bombay Stock Exchange (BSE) has taken action against the company for non-payment of itslisting fees including freezing of the Demat accounts of Promoter and Promoter Group ofthe Company. BSE notice also mention that they will be suspending the trading in theequity shares of the company w.e.f. March 012020 and subsequently the equity shares ofthe defaulting entities/companies shall be compulsorily delisted under the SEBI (Delistingof Equity Shares) Regulations 2009 (as amended from time to time). The Director of thecompany are taking legal opinion to safeguard the interest of the company in this respect.
NSE has wrongfully inserted the name of the company in the Promoter group of XeddTelecom Limited (Liquidated Company). The Board has taken steps to remove the name of thecompany from the promoter group of Xedd Telecom Limited.
Apart from the above the Company has complied with all the requirements of the ListingAgreements with Stock Exchanges as well as the regulations and guidelines of SEBI andother statutory authorities.
DISCLOSURE BY THE MANAGEMENT:
Your Board has received confirmation from its managerial staff that they had nopersonal interest in any material financial and commercial transactions of the companyexcept as mentioned elsewhere in the report.
The Board records its sincere appreciation for the valuable support extended by theCompany's Bankers Financial Institutions and the Government Agencies. The Board alsowishes to thank all its suppliers / customers / distributors / dealers and all thoseassociated with the Company. The Board further conveys cordial thanks to all the employeesfor their sincere works and takes this opportunity to thank Shareholders for theircontinued confidence reposed in the Management of the Company.
| ||By order of the Board of Directors |
| ||For JAINCO PROJECTS (INDIA) LIMITED |
| ||(SUMIT BHANSALI) |
|Place: Kolkata ||DIRECTOR |
|Dated: 02/09/2020 ||DIN:00361918 |