Jatalia Global Ventures Limited
(Formerly known as Aashee Infotech Limited)
Your Directors have pleasure in presenting the 32nd Annual Report on thebusinesses & operations of the Company Jatalia Global Ventures Limited(Formerly known as Aashee Infotech Limited) for the financial year ended 31stMarch 2019.
The summary of the financial performance of the Company for the financial year ended 31stMarch2019 compared to the previous year ended 31st March 2018 is given below:
(Rupees in Lakh)
|Particulars ||2018-19 ||2018-19 ||2017-18 ||2017-18 |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Sales & Other Income ||38817.91 ||41173.23 ||46628.24 ||48920.36 |
|Profit / (Loss) Before Tax& extra ordinary items ||419.30 ||426.83 ||503.70 ||520.08 |
|Prior Period Item ||- ||- ||- ||- |
|Tax Expenses || || ||176.14 ||182.15 |
|Current Tax ||138.26 ||138.27 || || |
|Deferred Tax ||0.82 ||0.82 ||(3.98) ||(3.98) |
|Previous year Tax ||0.162 ||0.16 ||0.007 ||0.007 |
|Profit /(Loss)After Taxation ||280.05 ||287.58 ||331.54 ||341.90 |
REVIEW OF OPERATIONS/STATE OF COMPANY'S AFFAIR
Our Revenue from Operations on a standalone basis decreased to Rs. 38817.91 Lacs fromRs. 46628.24 lacs in the previous year.
Our Revenue from Operations on a consolidated basis decreased to Rs. 41173.23 Lacs fromRs. 48920.36 lacs in the previous year. The Profit after tax on a standalone basis is Rs.280.05 Lacs as compared to Profit of Rs. 331.54 Lacs during the previous financial year.The Profit after tax on a consolidated basis is Rs. 287.58 Lacs as compared to Profit ofRs.341.90 Lacs during the previous financial year.
TRANSFER TO RESERVES
Your Company has transferred Rs. 280.12 Lacs to Reserves & Surplus during theyear(Standalone). Your Company has transferred Rs. 314.34 Lacs to Reserves & Surplusduring the year(Consolidated).
EXTRACT OF THE ANNUAL RETURN
The Extract of Annual Return as provided under Section 92(3) of the Companies Act2013 and as prescribed in Form No. MGT-9 of the rules prescribed under Chapter VIIrelating to Management and Administration under the Companies Act 2013 is appended asAnnexure. The complete Annual Return is available on the Company's websitehttps://jatalia.in/
NATURE OF BUSINESS
In accordance with the NCLT Merger Order your Company has undertaken new businessactivities which include among others trading of Polymers Glass Metals Bitumen DryFruits etc.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has its subsidiary Jatalia Singapore PTE Limited and does not have anyJoint Ventures and Associate Company.
In view of the fund needed for Business opportunities your Directors do not recommendany Dividend for the Financial Year ended on 31st March 2019.
EMPLOYEE STOCK OPTION PLAN (ESOP)
The Company did not issue any employee stock options / equity shares during thefinancial year under review under the Employee Stock Option Scheme.
Your Company has neither accepted nor renewed any deposit within the meaning of Section73 and other applicable provisions if any of the Companies Act 2013 and the necessaryrules made there under during the year ended 31st March 2019.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Loans Guarantees and Investments u/s 186 of the Companies Act 2013 form part of thenotes to the financial statements provided in this Annual Report.
Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Companies Secretaries of India.
PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES
All transactions with Related Parties are placed before the Audit Committee as also theBoard for approval. Prior omnibus approval of the Audit Committee and the Board isobtained for the transactions which are foreseeable and of a repetitive nature. Thetransactions entered into pursuant to the approvals so granted are subjected to audit anda statement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors on a quarterly basis. The statement is supported by acertificate from the MD and the CFO. All transactions entered into with related partiesduring the year were on arm's length basis and were in the ordinary course of business.The details of the material related party transactions entered into during the year as perthe policy on Related Party Transactions approved by the Board have been reported in FormAOC 2 annexed to the Directors' Report as Annexure 'C'.
BOARD OF DIRECTORS
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and the provisions of theListing Regulations. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and the Rules made there under and are independent ofthe management.
In accordance with the provisions of Section 152 of the Act Ms. Anil Kumar Jain (DIN:00014601) Director of the Company retires by rotation at the forthcoming Annual GeneralMeeting of the Company and being eligible offers himself for re-appointment.
The information of Directors seeking appointment/reappointment as required pursuant toRegulation 36(3) of SEBI Listing Regulations is provided in the notice of the 32ndAnnual General Meeting of the Company.
During the year 2018-19 information of Directors appointed/resigned provided incorporate governance report and hence not repeated here for the sake of brevity.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has adopted a Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act and theListing Regulations.
In accordance with the Nomination and Remuneration Policy adopted by the Company theNomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company.
The Committee is responsible for reviewing and vetting the profile of potentialcandidates vis-a-vis the required competencies and meeting potential candidates prior tomaking recommendations of their nomination to the Board in accordance with the Nominationand Remuneration Policy of the Company. The Nomination and Remuneration Committee hasformulated the criteria for determining requisite qualifications positive attributes suchas high standards of ethical behavior strong interpersonal and communication skills andsoundness of judgment and independence of Directors in terms of provisions of Section 178of the Act and the Listing Regulations.
The philosophy for remuneration of Directors Key Managerial Personnel and all otheremployees of the Company is based on the commitment of fostering a culture of leadershipwith trust. The Remuneration Policy of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the following factors whileformulating the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(iii) Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
In accordance with provision of Regulation 25 of Securities Exchange Board ofIndia(Listing Obligation and Disclosure Requirement) Regulation2015 mandates that theBoard shall review and monitor the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and the individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shallbe done by the entire Board of Directors excluding the director being evaluated. Theevaluation of Board of Directors and the Board as a whole for the financial year 2018-19was conducted based on the criteria and framework adopted by the Board.
BOARD AND COMMITTEE MEETINGS
Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the prescribed period.
Details of the constitution of these Committees which are in accordance withregulatory requirements have been uploaded on the website of the Company viz.https://jatalia.in/
NUMBER OF MEETINGS OF THE BOARD
The Board met 8(Eight) times during the financial year the details of which are givenunder the Corporate Governance Report that forms part of this Annual Report. Theintervening gaps between any two meetings did not exceed 120 days as prescribed by theCompanies Act 2013 and Secretarial Standards.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act 2013 the directors would like tostate that:
a) In the preparation of the annual financial statements for the year under reportingthe applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b) Appropriate accounting policies have been selected applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company as at reporting date and of theprofit of the company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and the financial controls wereadequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from M/s PKG & Associates Company Secretary in Practice in compliancewith the requirements of Corporate Governance as stipulated in Regulation 27 of SecuritiesExchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Company's policies identifyingareas of improvement evaluating the reliability of Financial Statements ensuringcompliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.
AUDITORS REPORT & AUDITORS:
? The Auditors' Report for fiscal 2019 does not contain any qualification reservationor adverse remark. The Auditors' Report is enclosed with the financial statements in this
? The Secretarial Auditors' Report for fiscal 2019 does not contain any qualificationreservation or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure Bto the Board's report in this Annual Report.
? As required by the Listing Regulations the Certificate on Corporate Governance isenclosed to the Board's report. The auditors' certificate for fiscal 2019 does not containany qualification reservation or adverse remark.
As M/s UBS & Co. Statutory Auditors for the financial year 2018-19 have resigned.
Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s. Girotra& Co. Chartered Accountants (Firm Registration No. 025056N) having office at 3531Sector-35D Chandigarh 160 022 have been appointed by the Board as Statutory Auditors ofthe Company. Pursuant to Section 139 and 141 of the Companies Act 2013 and relevant Rulesprescribed there under the Company has received Consent from the Auditors to the effectinter-alia that their appointment if made would be within the limits laid down by theAct shall be as per the terms provided under the Act that they are not disqualified forsuch appointment.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s PKG & Associates Company Secretaries to undertake theSecretarial Audit of the Company.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report for the period ended 2018-2019 and the report does not containany qualification reservation or adverse remark. The Secretarial Audit report is annexedherewith as "Annexure B".
The provision of maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is not applicable to thecompany.
MATERIAL EVENTS/CHANGES DURING THE PERIOD
Director General of GST Intelligence has initiated the enquiry against the Company andthe Company is contesting the matter in the appropriate Court of Law.
The Registered Office of the Company was changed from Plot No.2 Daulatabad RoadGurgaon Haryana-122006 to 307 Lusa Tower Azadpur Delhi - 110033 w.e.f 30.04.2019.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Act relating to Corporate Social Responsibility are notapplicable. Nevertheless the Company shall continue its endeavor to fulfill itsresponsibility towards society.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.
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.
In addition to its Code of Conduct and Ethics key policies that have been adopted bythe Company are as follows:
|S.no Name of the ||Brief Description ||Web Link |
|Policies || || |
|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/ ||http://jatalia.in/policy/ |
| ||Non-ExecuCtive) and also the criteria for determining the remuneration of the Directors KMP and other employees. || |
| || || |
|2. Policy for Determining Materiality for Disclosures ||This policy applies to disclosures of material events 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. ||http://jatalia.in/policy/ |
|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 ||http://jatalia.in/policy/ |
| ||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 || |
|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/ |
TERMS AND CONDITION OF INDEPENDENT DIRECTOR
The terms and conditions of appointment of the Independent Directors are subject to theextant provisions of the applicable laws including the Companies Act 2013) Regulation25 of SEBI(Listing Obligation and Disclosure Requirement) Regulation2015 and Articles ofAssociation of the Company. The details of the Terms and Condition of Independent Directorare available on http://jatalia.in/policy/
CODE OF PRACTICES AND PROCEDURE FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVEINFORMATION
In accordance with SEBI (Prohibition of Insider Trading) Regulation 2015 the Board ofDirectors has adopted the Code of Practices and Procedure for fair disclosure ofUnpublished Price Sensitive Information to be followed by Directors Employees and otherconnected Persons. The weblink for the same is http://jatalia.in/policy/
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
Your Company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by theshareholders and provide them a satisfactory reply at the earliest possible time. The
Shareholders Grievances Committee of the Board meets periodically and reviews thestatus of the Shareholders Grievances.
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is provided upon request. In terms of Section 136 of the Act the reportsand accounts are being sent to the members and others entitled thereto excluding theinformation on employees' particulars which is available for inspection by the members atthe Registered office of the company during business hours on working days of the companyup to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
STATUTORY INFORMATION REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGES AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 with any amendments thereto is given are as under:
| ||Current Year ||Previous Year |
| ||2018-19 ||2017-18 |
|Energy Conservation ||Nil ||Nil |
|Technology Absorption ||Nil ||Nil |
|Foreign Exchange Earnings and Outgoing ||Nil ||Nil |
Your Directors would like to express their sincere appreciation for the assistance andco- operation received from the financial institutions banks Government authoritiescustomers vendors and member during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives and staff.
| ||By Order of the Board of Directors |
| ||For Jatalia Global Ventures Limited |
|Place: Delhi ||(Formerly known as Aashee Infotech Limited) |
|Date: 03.09.2018 || |
| ||Sd/- |
| ||Anshu Jain |
| ||Chairperson |