TO THE MEMBERS
Your Directors are pleased to present their 31st Annual Report on the business andoperations of your Company for the year ended 31st March 2022.
|Particulars ||Rs in Lakhs |
| ||2022 ||2021 |
|Total Revenue ||31.51 ||10.64 |
|Profit before Interest Depreciation & Taxation ||9.21 ||1.89 |
|Interest/Finance Cost ||0.01 ||0.27 |
|Depreciation ||7.91 ||1.44 |
|Profit before tax ||1.29 ||0.18 |
|Less: Provision for Taxation ||0.20 ||0.06 |
|Profit after Tax ||1.09 ||0.12 |
|Less: Transferred to Statutory reserve ||0.22 ||0.02 |
|Add: Balance Brought Forward ||51.20 ||50.33 |
|Statutory Reserve ||12.79 ||12.57 |
|Surplus carried to Balance Sheet ||63.99 ||62.90 |
REVIEW OF OPERATIONS
During the year under review the Company has achieved an aggregate profit beforedepreciation interest and tax of Rs. 9.21 lakhs against Rs. 1.89 lakhs in the previousyear.
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 ending 2022.
STATEMENT OF AFFAIRS OF COMPANY AND PROSPECT IN THE CURRENT YEAR
The year 2022 has gone 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 by
regulators and also the Make in India boost. Hence we are prudently taking thedecisions towards our funds and investments and also trying to monetize the investmentswherever possible.
|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 Company's 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 programme ||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. Also the long pending debtors have raised disputes on the claim of the company legal actions has been initiated against majority. |
|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 2022 for any of the three Preceding financial year.
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.
During the financial under review there was no further issue of share capital.
BOARD OF DIRECTORS
A detailed report on Board of Directors and various committee of Board is annexed as Annexure1.
DIPANKAR MUKHERJEE & ASSOCIATES Chartered Accountants having ICAI registrationnumber (FRN : 0332257E/ M No : 063796) has been appointed in the AGM held on 30/09/2021 asStatutory Auditor for a period of 5 years i.e. until 35th AGM. The provisions relating toratification of appointment of Statutory Auditors has been done away with effect from 7thMay 2018 by the Companies (Amendment) Act 2017. Hence no resolution is to be put up forratification.
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 2022 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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed business outlay and Business Prospect in Current Year has already beendiscussed in above further other matters are as follows:
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.
INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT:
The Company has a risk management framework in place under which the managementidentifies and monitors business risks on a continuous basis which may threaten theexistence of the Company and initiates appropriate risk mitigation steps as and whenrequired. The Company periodically place before the Board the risk assessment andminimization procedures being followed by the company and steps taken by it to mitigatethose risks through a properly defined framework. Further various risk management has beenalso discussed in Financial Statement Note 25.4 and 25.5.
Your Company has followed good corporate governance practices since its inception andin accordance with the code of Corporate Governance. Pursuant to Regulation 27 of SEBILODR with the Stock Exchanges Corporate Governance report together with the certificationfrom the company's auditors confirming the compliance of conditions on CorporateGovernance is not applicable for the company as per the regulation 15 (2) (a) of ChapterIV of SEBI (LORD) Regulations 2015 as the paid up capital of the company is Rs. 10 crores
i.e. not exceeding Rs. 10 crores and the net worth is less than Rs. 25 crores as on thelast date of previous financial year.
The compliance with the corporate governance provisions as specified in regulations 1718 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V is not applicable on the Company andtherefore disclosures as required under para C D and E of Schedule V is not given forthe financial year 2021- 2022.
CREDIT RATING OF SECURITIES
The company has not acquired any Credit rating from any agencies during the year.
The copy of Annual Return as required under section 134(3) of the Companies Act 2013is made available on Company's website i.e. https://jainco.in/investors-2
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.
DEMATERILIZATION OF SHARES AND LIQUIDITY
The shares of the Company are under compulsory demat trading. The Company has madenecessary arrangements with NSDL and CDSL for demat facility. As on 31st March 202290.93% of the Company's Shares are dematerialized.
Outstanding GDRs/ADRs/Warrants or any convertible instruments conversion and likelyimpact on equity: Nil
Dematerialization mandatory for effecting share transfers
SEBI has vide proviso to Regulation 40(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandated that requests for effecting transfer ofsecurities shall not be processed unless the securities are held in the dematerializedform with a depository. In view of the same the Company shall not process any requestsfor transfer of shares in physical mode. Shareholders who desire to demat their shares canget in touch with any Depository Participant having registration with SEBI to open a demataccount and follow the procedure for share transfers.
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 there has been resignation and appointment of Company Secretary.
In terms of the provisions of sub rule 2 of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 (CARMP) no employee of theCompany is drawing remuneration in excess of Rs. 850000/- (Rupees Eight Lacs FiftyThousand) per month or Rs. 10200000/- (Rupees One Crore Two Lacs) per annum.
Further Director has not drawn any remuneration during the year hence CARMP 5(i) &5(x) is not applicable Also there is no change in remuneration of Director other KMP oremployees during the year hence CARMP 5(ii) (iii) & (viii) is not applicable.
The company has 4 permanent employee in its roll during the year.
Further as required under CARMP 5(xii) the director and employees of the company affirmthat the remuneration paid to employees is as per the remuneration policy of the company.
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
A. CONSERVATION OF ENERGY:
(a) Energy conversation measures taken: The Company is using LED lighting at its officespaces and other location also tried to deploy as found feasible.
(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 the year due to the measures at (a) above.
B. RESEARCH & DEVELOPMENT (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. ENVIRONMENTALEFFORTS
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) of Section 134/ Section 134(5) of the Companies Act 2013 the Board of Directors ofthe company 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;wherever any untoward incidences were found necessary legal actions has been initiated.
(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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY
Company does not have any Subsidiary Joint venture or Associate Company.
The Board approved Policy on Material Subsidiaries as per SEBI LODR is uploaded on thewebsite of the 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 andcovered in the notes to the Financial Statements.
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).
Disclosures with respect to demat suspense account/ unclaimed suspense account:
Company does not require to open demat suspense account/unclaimed suspense account.
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 pre approved 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 present financial position of your Company does not mandate the implementation ofcorporate social responsibility activities pursuant to the provisions of Section 135 ofCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 and Schedule VII of the Companies Act 2013. The Company will constitute CSRCommittee develop CSR policy and implement the CSR initiatives whenever it is applicableto the Company.
The Board has appointed Mr. Dilip Kumar Sarawagi Practicing Company Secretary toconduct Secretarial Audit for the financial year. The Secretarial Audit Report for thefinancial year ended March 31 2022 is annexed herewith marked as Annexure-2 tothis Report. The qualification reservation or adverse remarks (if any) in secretarialAudit Report 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 DESISTING 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.
The annual listing fee for BSE Ltd. has been paid until March 2022.
Company has long back applied for delisting from The Calcutta Stock ExchangeLtd. (CSE) hence stopped payment of listing fees to CSE LTD.
NSE has wrongfully inserted the name of the company in the Promoter group ofXedd Telecom Limited (Liquidated Company). The management are taking steps to remove thename of the company from the promoter group of Xedd Telecom Limited.
Apart from the above the Company has complied with all the requirements of theListing Agreements with Stock Exchanges as well as the regulations and guidelines of SEBIand other statutory authorities.
The details of application made or any proceeding pending under the Insolvencyand Bankruptcy Code 2016 (31 of 2016) during the year along with their status as at theend of the financial year: NIL
The details of difference between amount of the valuation done at the time ofone time settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof- Not Applicable.
MAINTENANCE OF COST RECORDS
The Central Government has not prescribed maintenance of cost records under sub-section(1) of section 148 of the Companies Act 2013 in respect of Company
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations. Many ongoing litigations are filed against / by the company and incase anyadverse order was received appeal has been preferred.
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.
Explanations or Comments by the Board on every Qualification Reservation or AdverseRemark or Disclaimer made by the Statutory Auditor in their report
The Statutory Auditors have not given any Qualification Reservation or made anyadverse remarks or disclaimer in their Audit Report including reporting of fraud undersection 143 of the Companies Act 2013. The observations of the Statutory Auditors intheir report read together with the notes on Accounts are self- explanatory andtherefore in the opinion of the Directors do not call for any further explanation.
Explanations or Comments by the Board on every Qualification Reservation or AdverseRemark or Disclaimer made by the Company Secretary in Practice in his Secretarial AuditReport
There are no qualifications reservations or major adverse remarks or major disclaimersin the Secretarial Audit Report. It has mentioned certain observations in its report asper Annexure which is self-explanatory for which the directors are taking due care toresolve the same at earliest as all of them are curable and due care is being taken thatsuch points of compliance are not missed.
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements related and the date of the report
There have not been any material changes and commitments occurred between the end ofthe financial year of the Company i.e. 31st March 2022 and the date of this reportaffecting financial position of the Company.
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 ||MANAGING DIRECTOR |
|Dated: 30/05/2022 ||DIN:00361918 |