Jatalia Global Ventures Limited (Formerly Known as Aashee Infotech Limited)
Your Directors have pleasure in presenting the 33rd Annual Report on thebusinesses and operations of the Company and Audited Standalone and Consolidated FinancialStatements for the financial year ended 31st March 2020.
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended on March 31 2020 issummarized below:
|Particulars || |
| ||31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|Revenue from Operations ||659207319 ||3881791804 ||659207319 ||4117322546 |
|Expenses ||750819610 ||3839861709 ||750819610 ||4074639398 |
|Profit/Loss before Tax ||(91612290) ||41930094 ||(91612290) ||42683148 |
|Tax: || ||13826520 || ||13826520 |
|Current Tax ||- || || ||98 246 |
|Deferred Tax ||1612957 ||98246 ||1612957 || |
|Profit/Loss after Tax ||(93225248) ||28012282 ||(93225248) ||28758382 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
REVENUE-Standalone: The Revenue from operations in current year is Rs. 659207319whereas in the previous year it was Rs. 3881791804. The fall in revenue due to thenationwide pandemic COVID-19 and also the legal case going in GST department.
REVENUE-Consolidated: The Revenue from operations in current year is Rs. 659207319whereas in the previous year it was Rs. 4117322546 on consolidated basis. The fall inrevenue due to the nationwide pandemic COVID-19 and also the legal case going in GSTdepartment.
LOSS-Standalone: The Company is facing critical situation as having a loss as againstprofit in previous year. The amount of Loss stood at (93225248). As the Company istrying to decipher the GST case and the Managing director is out of legal custody theloss may soon be set off and may rise to profits in near future.
PROFIT/LOSS -Consolidated: The Company is facing critical situation as having a loss asagainst profit in previous year. The amount of Loss stood at (93225248). As the Companyis trying to decipher the GST case and the Managing director is out of legal custody theloss may soon be set off and may rise to profits in near future.
Your Directors has not recommended any dividend for the current financial year.
4. TRANSFER TO RESERVES
Your Company has not transferred any amount to Reserves & Surplus during the year.
5. CAPITAL STRUCTURE OF THE COMPANY
During the financial year under review the Authorized Share Capital of the Companystood at Rs. 153370000/- (Rupees Fifteen Crores Thirty Three Lakhs Seventy Thousandonly) and the Issued Subscribed and Paid-up Share Capital of the Company stood at151256530/- (Rupees Fifteen Crores Twelve Lakhs Fifty Six Thousand Five Hundred Thirtyonly) divided into 15125653 shares of Rs. 10 each. There was no change in the capitalstructure of the Company during the year. Further the Company has made an application tothe Stock Exchange (BSE) for the listing of 14605081 Shares issued pursuant to theScheme. The Approval from the Stock Exchange for the listing is awaited.
6. DETAILS OF SUBSIDIARIES
The Company was having a Wholly Owned Subsidiary i.e. Jatalia Singapore Pte Ltd inSingapore. The same is closed and deregistered on 4th May 2020. Henceforththe company is not having any subsidiary company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
BOARD OF DIRECTORS:
|S. No. ||Name of Director ||Designation ||Appointment ||Resignation |
|1 ||Mr. Anil Kumar Jain ||Managing Director ||13.11.2018 ||- |
|2 ||Mrs. Anshu Jain ||Non-Executive Director ||03.08.2018 ||- |
|3 ||Mr. Sudhir Kumar ||Independent Director ||08.12.2018 ||- |
|4 ||Mr. Gaurav Garg ||Director ||13.11.2018 ||01.10.2019 |
|5 ||Mr. Gyanesh Kumar Maheshwari ||Independent Director ||18.04.2019 ||01.10.2019 |
|6 ||Mr. Shaleen Jain ||Non-Executive Director ||03.09.2019 ||01.10.2019 |
|7 ||Ms. Priya ||Independent Director ||13.11.2019 ||26.08.2020 |
|8 ||Mr. Rajender ||Independent Director ||21.05.2020 ||26.08.2020 |
|9 ||Mr. Amrit Kumar Agrawal ||Independent Director ||03.08.2018 ||21.05.2020 |
|10 ||Mr. Madhuvendra Singh ||Non-Executive Director ||26.08.2020 ||- |
|11 ||Mr. Ajay Sharma ||Independent Director ||26.08.2020 ||- |
KEY MANAGERIAL PERSONNEL:
1. Mr. Gurvinder Singh: Company Secretary ( Resigned on 17.6.2019)
2. Mr. Sidharth Chugh : Chief Financial Officer ( Appointed on 18.04.2019 and ceased on03.09.2019)
3. Mr. Anil Kumar Jain: CFO
4. Ms. Anshu Jain: CS
8. RE-APPOINTMENT OF DIRECTOR:
In accordance with the relevant provisions of the Companies Act 2013 Mrs. Anshu Jain(DIN: 00036156) Director of the Company will retire by rotation in the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment. The Boardrecommends her appointment for the consideration of members of the Company in the ensuingAnnual General Meeting.
9. COMMITTEE OF BOARD:
The Company had constituted such committees as required under the Companies Act 2013along with the related rules made thereunder read with Listing Obligations &Disclosure Requirements Regulations 2015. Following Committees are functional:
(A) Audit Committee;
(B) Nomination and Remuneration Committee;
(C) Stakeholders Relationship Committee.
(A) AUDIT COMMITTEE:
Six Audit Committee meetings were held during the financial year 2019-20 under review.
|Name of the Director ||Designation |
|Sudhir Kumar ||Chairperson-Independent Director |
|Amrit Kumar Agrawal ||Member-Independent Director |
|Anil Kumar Jain ||Member-Executive Director |
The present constitution of the Audit Committee meets the requirements of theregulation 18 of the Listing Obligations & Disclosure Requirements Regulations 2015and Section 177 of the Companies Act 2013. The Audit Committee Policy are available onour website.
(B) NOMINATION AND REMUNERATION COMMITTEE:
Four Committee meetings were held during the financial year 2019-20 under review.
As on 1st April 2019 the constitution is as follows:
|Name of the Director ||Designation |
|Sudhir Kumar ||Chairperson-Independent Director |
|Amrit Kumar Agrawal ||Member-Independent Director |
|Gaurav Garg ||Member-Non Executive Director |
Pursuant to the provisions of Section 178 of the Companies Act 2013 and the relatedrules made thereunder read with Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Hereinafter referred to asSEBI Regulations) the Board of Directors of the Company has constituted theNomination and Remuneration Committee to perform such role as prescribed under theCompanies Act 2013 and SEBI Regulations. The Nomination and Remuneration Policy areavailable on our website:
(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Composition of the Stakeholders Relationship Committee comprised of the followingmembers as on March 31 2020:
|Name of the Director ||Designation |
|Sudhir Kumar ||Member-Independent Director |
|Amrit Kumar Agrawal ||Chairperson-Independent Director |
|Anil Kumar Jain ||Member-Executive Director |
No complaints were received during the year under review.
10. Vigil Mechanism and Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy as part of Vigil mechanism to provideappropriate avenues to the Directors and Employees to bring to the attention of themanagement any issue which is perceived to be in the violation of or in conflict with thebusiness interest of the company. During the year there have been no complaints received.
11. Code of Conduct for Prevention of Insider Trading:
The Company has adopted the Revised Code of Conduct for Prevention of Insider Tradingunder the SEBI (Prohibition of Insider Trading) Regulations on March 29 2020 pursuant tothe Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)Regulations 2018 and (Amendment) Regulations 2019. The Revised Code lays down guidelinesfor procedures to be followed and disclosures to be made while dealing with the shares ofthe Company in order to further strengthen the framework for prevention of insider tradingto facilitate legitimate business transactions. The Company has also adopted the Code ofCorporate Disclosure Practices for ensuring timely and adequate disclosure of UnpublishedPrice Sensitive Information as required under the Regulations.
12. Corporate Social Responsibility (CSR) Policy:
At present the company is not covered under CSR provisions as per criteria laid downunder section 135(1) of the Companies Act 2013 and therefore no such expenditure has beenincurred during the year as prescribed under section 135(5) of the Companies Act 2013.
13. MEETINGS OF BOARD:
During the year Nine meetings of the Board of Directors were held all the directorsactively participated in the meetings and contributed valuable inputs on the mattersbrought before the Board of Directors from time to time details of which are given below:
18.04.2019 29.04.2019 30.05.201912.08.2019 03.09.2019 23.09.201901.10.201913.11.2019 and 12.02.2020
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT:
During the period under review there were material changes and commitments impactingthe financial position of the Company:
a. GST Department legal case: In the month of July 2019 Mr. Anil Kumar Jain ManagingDirector of the Company was taken into legal custody by GST department in taxation mattersdue to technical misinterpretation of tax laws. As of now he has been released but hisCIBIL score is adversely affected for such misinterpretation. The commercial sales andpurchases hindered due to said legal case.
b. The bank account maintained with Allahabad bank been declared as NPA
15. EXTRACT OF THE ANNUAL RETURN:
Pursuant to provisions of Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 14 an extract of the AnnualReturn in prescribed Form MGT-9 is enclosed as Annexure I to this report.
16. STATUTORY AUDITORS:
The Statutory Auditors M/s. Girotra & Co. Chartered Accountants Chandigarh FRN:025056N have been appointed to act as the Statutory auditor of the Company in Annualgeneral meeting held for the year 2019 for a period of 5 years and to hold the office fromthe 32nd AGM till conclusion of 37th AGM on such remuneration andreimbursement of all other out of pocket expenses whenever incurred as may be decided bythe Board.
Audit Reports: The Auditors' Report for fiscal 2020 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report. The Secretarial Auditors' Report for fiscal 2020 doesnot contain any qualification reservation or adverse remark. The Secretarial Auditors'Report is enclosed as Annexure B to the Board's report in this Annual Report. As requiredby the Listing Regulations the Certificate on Corporate Governance is enclosed to theBoard's report. The auditors' certificate for fiscal 2020 does not contain anyqualification reservation or adverse remark.
17. DECLARATION BY INDEPENDENT DIRECTOR:
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013.
During the period under review the Company has NOT accepted deposits from its membersin relation to which the process prescribed under Section 73 of the Companies Act 2013read with the Companies (Acceptance of Deposit) Rules 2014.
19. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204(1) of the Companies Act 2013 and theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed M/s PKG & Associates Practicing Company Secretary to undertake theSecretarial Audit for the F.Y. 2019-20 The Secretarial Audit Report for F.Y. 2019-20 isAnnexed herewith marked as Annexure V to this Report. The Secretarial Audit Report doesnot contain any qualification reservation adverse remark or disclaimer.
20. COST AUDITOR:
During the period under review Cost Audit is not applicable to the Company.
21. SECRETARIAL STANDARDS
The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS1) and Secretarial Standards on General Meetings(SS-2) with effect from October 1 2017. The Company has devised proper systems to ensurecompliance with its provisions and is in compliance with the same.
22. GREEN INITIATIVE:
Pursuant to section 101 and 136 of the Act read with Companies (Management andAdministration) Rules 2014 the Company can send Notice of Annual General Meetingfinancial statements and other communication in electronic forms. Your Company is sendingthe Annual Report including the Notice of Annual General Meeting audited financialStatements Directors' Report along with their annexure etc. for the Financial Year2019-20 in the electronic mode to the shareholders. Electronic copies of the annual report2019-20 and notice of the 33rd AGM are sent to all members whose email addressregistered with the Company.
In terms of requirements of the Companies Act 2013 and the relevant rules madethereunder the Company has provided 'remote e-voting' (e- voting from a place other thanvenue of the AGM) facility through NSDL Platform for all members of the Company to enablethem to cast their votes electronically on the resolutions mentioned in the notice of the33rd Annual General Meeting (AGM) of the Company.
24. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
Pursuant to Section 134 (3) (n) of the Companies Act 2013 a Risk Management Policyhas been framed by the Board. In terms of the requirement of the Act the Board hasdeveloped and implemented the Risk Management Policy. Our senior management identifies andmonitors the risk on regular basis and evolves process and system to control and minimizeit. With regular check and evaluation business risk can be forecasted to the maximumextent and thus corrective measures can be taken in time. This Policy seeks to minimizethe adverse impact of these risks thus enabling the Company to control marketopportunities effectively and enhance its long term competitive advantage. Several riskscan impact the achievement of a business objective. Similarly a single risk can alsoimpact the achievement of several business objectives. The focus of risk management is toassess risks and deploy mitigation measures. This is done through periodic review of therisk and strategy of the Board. During the last financial year the Company's riskmanagement practices were primarily focuses on the effectiveness of strategic programs inimproving our competitive position which provides unique place to the Company in today'scompetitive business world our good team of employees and professionals always preparedto address any incidents that may cause business disruptions to our physical andtechnological model strengthening internal control to detect fraudulent activityleadership development and monitoring possible.
25. STATUTORY INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
Statement containing the necessary information as required u/s 134(3) read withCompanies (Accounts) Rules 2014 is given are as under:
| ||Current Year ||Previous Year |
| ||2019-20 ||2018-19 |
|Energy Conservation ||Nil ||Nil |
|Technology Absorption ||Nil ||Nil |
|Foreign Exchange Earnings and Outgoing: ||As mentioned below: || |
Foreign Earnings: Rs. 8208234 Foreign Outgoing: Rs. 38628077.82
26. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of section 134(5) of the Companies Act 2013 the Directorsstate 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 of the Company for that period.
c) The directors had taken proper and adequate 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.
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.
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.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
28. PARTICULARS OF RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act 2013 and Listing Regulations allrelated party transactions are entered into on arm's length basis in the ordinary courseof business. Form No. AOC-2 is annexed as Annexure-'II' to this report.
29. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS:
Internal Control Systems and their adequacy:
The management has put in place effective Internal Control Systems to providereasonable assurance for:
Safeguarding assets and their usage.
Maintenance of Proper Accounting Records
Adequacy and Reliability of the information used for carrying on BusinessOperations.
Key elements of the Internal Control Systems are as follows:
Existence of Authority Manuals and periodical updating of the same for allFunctions.
Existence of clearly defined organizational structure and authority.
Existence of corporate policies for Financial Reporting and Accounting.
Existence of Management Information system updated from time to time as may berequired.
Existence of Audit System.
Periodical review of opportunities and risk factors depending on the Global /Domestic Scenario and to undertake measures as may be necessary.
The Company has an Auditor to ensure compliance and effectiveness of theInternal Control Systems in place.
The management is regularly reviewing the internal progress reports of theCompany for performance review which carried out in all the key areas of the operations.
Periodical reports are regularly circulated for perusal of Board of Directors ofthe Company for the appropriate action as required
Normal foreseeable risks of the Company's assets are adequately covered bycomprehensive insurance. Risk assessments inspections and safety audits are carried outperiodically.
30. PERFORMANCE EVALUATION:
The Board evaluates the performance of Non-executive and Independent Directors everyyear. All the Non-Executive and Independent Directors are eminent personalities havingwide experience in the field of Business Industry Law and Administration. Their presenceon the Board is advantageous and fruitful in taking business decisions.
31. PARTICULARS OF EMPLOYEES:
The information required pursuant to section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules 1975 in respect of employees of the companyand Directors is furnished in Annexure-IV. There are no employees drawing remuneration inexcess of the limits specified under Section 197 of the Companies Act 2013 read with Rule5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rule 2014.
32. OTHER DISCLOSURES:
The company has not issued any Sweat Equity Shares Equity Shares with differentialvoting rights and issue of shares under employee's stock option scheme.
The company had not made any purchase of shares or given any loans for purchaseof shares.
The company had not made any buy- back of shares.
The company has adhered to the Secretarial Standards and made disclosures inrelation to the Boards' Report for the year under review.
There are no further or typical areas of risks or concerns outside the usualcourse of business foreseeable. Internal control systems are found to be adequate and arecontinuously reviewed for further improvement.
33. MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis Report on the business of the Company for the yearended March 31 2020 is annexed as Annexure III to this Report. In this we have attemptedto include discussion on all the specified matters to the extent relevant or within limitsthat in our opinion are imposed by the Company's own competitive position.
34. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of financial statements treatment that prescribed in an AccountingStandard has been followed.
35. ENVIRONMENT & SAFTEY:
The Company is very conscious of the need to protect environment. The company is takingall possible steps for safeguarding the environment.
36. CAUTIONARY STATEMENT:
Statements in this Management Discussion & Analysis which seek todescribe the Company's objectives projections estimates expectations or predictions maybe considered to be forward looking statements within the meaning ofapplicable securities laws or regulations. Actual results could differ materially fromthose expressed or implied. Important factors that could make a difference to thecompany's operations include global and Indian demand supply conditions finished goodsprices stock availability and prices cyclical demand and pricing in the company'smarkets changes in the government regulations tax regimes economic developments withinIndia and countries with which the company conducts business besides other factors suchas litigation and other labor negotiations. 38. INSURANCE: The Company has taken adequateinsurance to cover the risks to its employees property (land and buildings) plantequipment other assets and third parties.
37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has already formulated a Policy toprevent Sexual Harassment of Women at Workplace. In addition to above there were no suchcases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
38. CORPORATE GOVERNANCE:
The Company has been in compliance with the reporting on Corporate Governance as perRegulation 15 of SEBI (Listing Obligation and Disclosure requirements) Regulations 2015.
39. FUTURE OUTLOOK:
The Management is confident of meeting all the challenges of the changing businessenvironment.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 mandated the formulation of certain policiesfor all Listed Companies. All our Corporate Governance policies are available on ourwebsite www.jatalia.in.The policies are reviewed periodically by the Board and updatedbased on need and new compliance requirement.
|S.no ||Name of the Policies ||Brief Description ||Web Link |
|1. ||Nomination and Remuneration policy ||This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a director (Executive/ Non-Executive) and also the criteria for determining the remuneration of the Directors KMP and other employees. ||http://jatalia.in/policy/ |
|2. ||Policy for ||This policy applies to disclosures of material events ||http://jatalia.in/policy/ |
| ||Determining Materiality for Disclosures ||affecting the Company. This policy is in addition to the Company's corporate policy statement on investor relations which deals with the dissemination of unpublished price sensitive information. The Company is committed to being open and transparent with all stakeholders. || |
|3. ||Code of Conduct for the Director and Senior Managerial Persons ||The Company in its Board of Directors Meeting has approved the Code of Conduct applicable for all Board members and senior managerial persons. As per requirements of the listing agreement a copy of Code of Conduct was sent to all Directors. A copy of the same is also available at Registered Office of the Company. ||http://jatalia.in/policy/ |
|4. ||Policy for the Preservation of Documents ||In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board of Directors of company has adopted this Policy for the Preservation of Documents. ||http://jatalia.in/policy/ |
|5. ||Vigil Mechanism/ Whistle Blower Policy ||The Company has adopted the whistleblower mechanism for the Directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics. ||http://jatalia.in/policy/ |
|6. ||Related Party Transaction Policy ||The policy regulates all the transactions between the Company and its related parties. ||http://jatalia.in/policy/ |
|7. ||Insider Trading Policy ||The policy provides the framework in dealing with securities of the Company. ||http://jatalia.in/policy/ |
|8. ||Anti-Sexual Harassment Policy ||The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy. During the year 2018-2019 no complaints were received by the Company related to sexual harassment ||http://jatalia.in/policy/ |
|9. ||Risk Management Policy ||Your Company has established a comprehensive risk management policy to ensure that risk to the Company's continued existence as a going concern and to its development are identified and addressed on timely basis. ||http://jatalia.in/policy/ |
Your Directors would like to express their sincere appreciation for the continuedsupport and co-operation from shareholders customers suppliers banks governmentauthorities vendors financial institutions and such other business associates. YourDirectors also wish to place on record their deep sense of appreciation for the committedservices by the Company's executives staff and employees without whose dedication yourCompany could not have achieved the year's milestone.
| ||By Order of the Board of Directors |
| ||For Jatalia Global Ventures Limited |
|Place: Delhi Date: 31.8.2020 ||Sd/- ||Sd/- |
| ||Anil Kumar Jain ||Anshu Jain |
| ||Managing Director ||Director |
| ||DIN: 00014601 ||DIN:00036156 |