Jatalia Global Ventures Limited
(Formerly known as Aashee Infotech Limited)
Your Directors have pleasure in presenting the 31stAnnual Report on the businesses&operations of the Company Jatalia Global Ventures Limited (Formerly known as AasheeInfotech Limited) for the financial year ended 31st March 2018.
Your Directors take pleasure to inform that the much awaited Composite Scheme ofCompromise and Arrangement consisting of Merger of Jatalia Global Ventures Ltd (JGVL)Jatalia Industrial Park Pvt Ltd (JIPL) Lusa Private Ltd (Lusa) & Surya Soft-Tech Ltd(Surya) [Transferor Companies] with our Company Jatalia Global Ventures Limited (Formerlyknown as Aashee Infotech Ltd) (AIL) as approved by the Board of Directors in the meetingheld on 27.06.2013 and consented to by the shareholders of the Company in a Court ConvenedMeeting held on 05.09.2014 has been approved by the Honble National Company LawTribunal (NCLT) Chandigarh Bench vide its order dated 8.6.2018 received on 13.06.2018.
1. CHANGE OF NAME
Pursuant to the Composite Scheme of Amalgamation/Arrangement as approved byHonbleNational Company Law Tribunal (NCLT) Chandigarh Bench vide its order No. NCLT/REG/CHD/793dated 08.06.2018 received by the Company on 13.06.2018 the Name of your Company to bechanged to Jatalia Global Ventures Limited. Accordingly the Company requested theRegistrar of Companies (ROC) for change of name which has been duly accepted. Your Companyhas received a fresh Certificate of Incorporation from ROC.
The name of your company therefore has been changed to Jatalia Global VenturesLimited. Further wherever the name occurs in the Memorandum and Articles of Associationof the Company has been suitably amended.
2. FINANCIAL RESULTS
The summary of the financial performance of the Company for the financial year ended31stMarch 2018 compared to the previous year ended 31st March 2017is given below:
(Rupees in Lakh)
|Particulars ||2017-18 ||2017-18 ||2016-17 |
| ||(Post-Merger) ||(Post-Merger) || |
| ||Standalone ||Consolidated || |
|Sales & Other Income ||46628.24 ||48920.36 ||14.60 |
|Profit / (Loss) Before Tax& extra ordinary items ||503.70 ||506.27 ||(4.79) |
|Prior Period Item ||- || ||- |
|Tax Expenses || || || |
|Current Tax ||176.14 ||163.77 ||- |
|Deferred Tax ||(3.98) ||(3.98) ||(0.11) |
|Previous year Tax ||0.007 ||0.007 ||0.0004 |
|Profit /(Loss)After Taxation ||331.54 ||346.48 ||(4.67) |
The Board of Directors of the Company in its meeting held on 30.05.2018 approved theStandalone Balance Sheet of the Company as at 31stMarch 2018. Subsequently theHonble National Company Law Tribunal (NCLT) vide its order No. NCLT/REG/CHD/793dated 08.06.2018 received by the Company on 13.06.2018 has approved the Composite Schemeof Compromise and Arrangement between Jatalia Global Ventures Limited (JGVL) Lusa PrivateLimited (LUSA) Jatalia Industrial park Private Limited (JIPPL) Surya Soft-Tech Limited(SURYA) (Transferor Companies) and Aashee Infotech Limited (the Company itself)(Transferee Company). Further the appointed date of the Scheme is 01.04.2014
In order to give effect to the Scheme Post Merger Standalone Financial Statements ofthe Company are prepared after taking into account the Scheme of Compromise andArrangement as resolved by the Board of Directors of the Company in its meeting held on03.08.2018.
As a result of Scheme Jatalia Singapore PTE Limited (JSPL) a wholly owned subsidiary ofTransferor Company i.e. JGVL becomes subsidiary of the Company. therefore theConsolidated Financial Statements of the Company are prepared after taking into effect theScheme of Compromise and Arrangement as resolved by the Board of Directors of the Companyin its meeting held on 03.08.2018.
In view of above the Board of Directors of the Company Proposes the Shareholders of theCompany to Adopt the Post Merger Standalone & Consolidated Financial Statements of theCompany for the year ended 31.03.2018.
3. REVIEW OF OPERATIONS/STATE OF COMPANY'S AFFAIR:
The total income from operations was ` 46628.24 Lacs as compared to total income fromoperationsof ` 14.60Lacs during the previous financial year.
The Profit after tax was ` 331.54 Lacs as compared to Profit of ` (4.67) Lacsduring the previous financial year.
The Directors do not recommend any Dividend for the Financial Year 2017-18.
5. TRANSFER TO RESERVES
Your Company has transferred Rs. 346.48 Lacs to Reserves & Surplus during the year.
6. EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an Extract of Annual Return in MGT 9 is apartof this Annual Report and is annexed as ANNEXURE A
7. NATURE OF BUSINESS
The Scheme as approved by National Company Law Tribunal (NCLT) Chandigarh Bench videits order No.NCLT/REG/CHD/793 dated 08.06.2018 received by the Company on 13.06.2018provides that the Main Object Clause of the Company shall be replaced by the main objectsas mentioned in the Scheme.
Your Company therefore shall undertake new business activities which include amongothers trading of Polymers Glass Metals Bitumen Dry Fruits etc.
The Articles of Association of the Company provide that at least two-third of ourDirectors shall be subject to retirement by rotation. One-third of these retiringDirectors must retire from office at each Annual General Meeting of the Shareholders. TheRetiring Directors are eligible for re-appointment. Ms. Prachi Sachdeva Managing Directorretire by rotation and being eligible offer herself for the re-appointment at the ensuingAnnual General Meeting. Pursuant to the Composite Scheme of Compromise & Arrangementas approved by the
Honble National Company Law Tribunal (NCLT) vide its order No. NCLT/REG/CHD/793dated 08.06.2018 received by the Company on 13.06.2018 the composition of Board hasChanged. The Pre and Post Merger composition of the Board is given in the CorporateGovernance Report.
9. CHIEF FINANCIAL OFFICER
During the year 2017-2018 Mr. Sonu served as the Chief Financial Officer of theCompany. Mr. Sonu resigned from the post of Chief Financial Officer of the Company witheffect from 04.08.2018. In Compliance with the provisions of the Companies Act 2013 TheBoard of Directors in its meeting held on 03.08.2018 has appointed Mr. Samar Gupta as theChief Financial Officer of the Company with effect from 05.08.2018
10. COMPANY SECRETARY
Mr. Anand Parkash Sharma resigned from the post of the Company Secretary&Compliance Officer of the Company with effect from 31.01.2018. In Compliance with theprovisions of the Companies Act 2013 the Board of Directors in its meeting held on03.08.2018 has appointed Ms. Meenakshi Mittal as the Company Secretary & ComplianceOfficer of the Company.
11. PARTICULARS OF EMPLOYEES
The remuneration paid to Employees is in accordance with Section 197 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Details of the Remuneration paid to the director/s are given in the Annexure setbelow. In terms of Section 136 of the Act the reports and accounts are being sent to themembers and others entitled thereto excluding the information on employeesparticulars which is available for inspection by the members at the Registered office ofthe company during business hours on working days of the company up to the date of ensuingAnnual General Meeting. If any member is interested in inspecting the same he may writeto the company secretary in advance.
12. NUMBER OF MEETINGS OF THE BOARD
The Board met 05 (Five) times during the financial year the details of which are givenunder the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015.
13. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the Statement of affairs of the company at the end of the year and of theprofit or loss of the Company for the year.
iii) The directors have 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.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
14. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent Director u/s149(7) of the Companies Act 2013 that he meets the criteria of independence laid down inu/s 149(6) of the Companies Act 2013 and SEBI(Listing Obligation and DisclosureRequirement) Regulation 2015.
15. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s. UBS &CO Chartered Accountants (Firm Registration No. 012351N) Delhi having office at 203Shree Ganesh Complex 32B VirSawarker Block Shakarpur Delhi-110092 have beenrecommended by the Audit Committee and by the Board to be appointed as Statutory Auditorsof the Company. Therefore subject to the approval of members in the ensuing AnnualGeneral Meeting of the Company M/s. UBS &CO a firm of Chartered Accountants be and ishereby appointed for a term of five consecutive years to hold office from the conclusionof this 31st Annual General Meeting until the conclusion of 36th Annual General Meeting ofthe Company to be held in the calendar year 2023.
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.
The Auditors Report for the financial year 2017-2018 does not contain anyqualification reservation or adverse remark. The Auditors Report is enclosed withthe financial statements in this Annual Report.
16. SECRETARIAL AUDITOR
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 Anand Sharma & Associates Company Secretaries to undertake the SecretarialAudit 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 2017-2018 and the report does not containany qualification reservation or adverse remark.The Secretarial Audit report is annexedherewith as "Annexure B".
17. COST AUDITORS
The Company is not required to appoint Cost Auditors as the Provisions of Cost AuditRecords are not applicable on the Company.
18. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
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.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED
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. Accordingly no transactions are being reported in Form AOC-2 in terms ofSection 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014.
20. SECRETARIAL STANDARDS
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.
21. 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.
Your Company has neither accepted nor renewed any deposit within the meaning of Section73and other applicable provisions if any of the Companies Act 2013 and the necessaryrules madethere under during the year ended 31st March 2018.
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 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 Determining Materiality for Disclosures ||This policy applies to disclosures of material events affecting the Company. This policy is in addition to the Companys 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 Companys 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. ||http://jatalia.in/policy/ |
| || ||During the year 2017-2018 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 Companys continued existence as a going concern and to its development are identified and addressed on timely basis. ||http://jatalia.in/policy/ |
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has established internal control systems which is adequate commensuratewith its size and nature of operations so as to ensure smoothness of operations andcompliance with applicable legislation.
25. 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/
26. 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/.
27. MATERIAL CHANGES DURING THE PERIOD
The Honble National Company Law Tribunal vide its Order No. NCLT/REG/CHD/793dated 08.06.2018 received by the company on 13.06.2018 approved the Scheme of Merger ofJatalia Global Ventures Limited Lusa Private Limited Jatalia Industrial Park PrivateLimited and Surya Softech Limited with the Aashee Infotech Limited (Now known as JataliaGlobal Ventures Limited).
During the year Jatalia Middle East FZE the subsidiary of Jatalia Global VenturesLimited at Ras Al Khaimah United Arab Emirates has been deregister and closed down.
28. SCHEME OF MERGER & AMALAGAMATION
The Highlights of the Composite Scheme of Compromise and Arrangement("Scheme") as approved by the Honble National Company Law Tribunal (NCLT)Chandigarh Bench vide its order No. NCLT/REG/CHD/793 dated 08.06.2018 received by theCompany on 13.06.2018 are as follows:
(i) Resignation of Mr. Harender Kumar from the Post of Non- Executive Director of theCompany with effect from 03.08.2018
(ii) Resignation of Mr. Atul Jain from the Post of Non- Executive Independent Directorof the Company with effect from 03.08.2018.
(iii) Appointment of Mr. Amrit Kumar Agrawal as a Non- Executive Independent Directorof the company with effect from 03.08.2018.
(iv) Appointment of Mr. Umesh Garg as a Non- Executive Independent Director of thecompany with effect from 03.08.2018.
(v) Appointment of Ms. Anshu Jain as a Non- Executive Promoter Director of the companywith effect from 03.08.2018.
(vi) Reduction of Paid up Share Capital of the Company from 39129860 (Rupees ThreeCrores Ninety One Lacs Twenty nine thousand eight hundred sixty only) to Rs. 5778380 (Rupees Fifty seven Lacs seventy eight thousand three hundred eighty only )
(vii) Merging of Authorized Share Capital of the Transferor companies with theTransferee Company
(viii) Increase of Authorized Share Capital of the Company by Rs. 25000000 (Rupeestwo Crores fifty lacs only) divided into 2500000 (Twenty Five Lacs) Equity shares of Rs.10/- each.
(ix) Allotment of Equity Shares of the Company to the Shareholders of the transferorCompanies
(x) Re-Constitution of the Committees of the Board of Directors of the Company.
(xi) Change in the Main Objects of the Company
(xii) Re- Constitution of the Promoter group of the Company.
(xiii) Change in the Name of the Company
(xiv) Adoption of new set of Memorandum of Association of the Company
(xv) Adoption of new set of Articles of Association of the Company
(xvi) Application to the Bombay Stock Exchange for the Listing of new equity sharesissued to the shareholders of the transferor Companies
29. 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 |
| ||2017-18 ||2016-17 |
|Energy Conservation ||Nil ||Nil |
|Technology Absorption ||Nil ||Nil |
|Foreign Exchange Earnings and Outgoing ||Nil ||Nil |
30. BOARD EVALUATION
In accordance with provision of Regulation 25 of Securities Exchange Board of India(Listing Obligation and Disclosure Requirement) Regulation 2015 mandates that the Boardshall review and monitor the Board evaluation framework. The Companies Act 2013 statesthat a formal annual evaluation needs to be made by the Board of its own performance andthat of its committees and the individual directors. Schedule IV of the Companies Act2013 states that the performance evaluation of independent directors shall be done by theentire Board of Directors excluding the director being evaluated. The evaluation of Boardof Directors and the Board as a whole was conducted based on the criteria and frameworkadopted by the Board.
31. BOARD COMMITTEES
Details pertaining to composition of Committees of Board of Directors of the companyare included in the report on Corporate Governance.
32. AUDIT COMMITTEE
The Audit Committee comprises of Independent Directors namely Mr. Rajesh Girotra asChairman Mr. Anil Kumar Jain and Mr. Atul Jain as members. Pursuant to the NCLTChandigarh bench order No. NCLT/REG/CHD/793 dated 08.06.2018 The Committees of Board ofDirectors of the Company has been re- constituted. The Post- Merger Reconstitution of theCommittee consists of Mr. Rajesh Girotra as Chairman Mr. Amrit Kumar Agrawal and Mr. AnilKumar Jain as members.
The Company does not have any subsidiary during the financial year 2017-2018.
Pursuant to the composite scheme of Amalgamation/Arrangement as approved byHonble National Company Law Tribunal (NCLT) Chandigarh Bench vide its order No.NCLT/REG/CHD/793 dated 08.06.2018 received by the Company on 13.06.2018 the TransferorCompanies Jatalia Global Ventures Limited (JGVL) LUSA Private Limited (LUSA) JataliaIndustrial Park Private Limited (JIPPL) and Surya Soft-Tech limited get merged into thetransferee company Aashee Infotech limited (now known as Jatalia Global Ventures Limited).
As a result of Merger the Jatalia Singapore PTE Limited Subsidiary of Jatalia GlobalVentures Limited will become the Subsidiary of Aashee Infotech Limited (now known asJatalia Global Ventures Limited) with effect from 13.06.2018.
During the year Jatalia Middle East FZE the subsidiary of Jatalia Global VenturesLimited at Ras Al Khaimah United Arab Emirates has been deregister and closed down.
34. 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 Anand Sharma & Associates. Company Secretary in Practice incompliance with the requirements of Corporate Governance as stipulated in Regulation 27 ofSecurities Exchange Board of India (Listing Obligation and Disclosure Requirement)Regulation 2015.
35. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
To provide insights into the Company to enable the Independent Directors and tounderstand the Companys business in depth the Company has initiated thefamiliarization programme for the Independent Directors. The Details of thefamiliarization programme of the independent directors are available on Company's website.The Weblink for the same is http://jatalia.in/policy/
36. INDUSTRIAL RELATIONS
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
37. INVESTOR RELATIONS
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. TheShareholders Grievances Committee of the Board meets periodically and reviews the statusof the Shareholders Grievances.
38. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs.153370000 (Rupees Fifteen CroresThirty three Lakhs Seventy thousand only ) divided into 14975653(One Crores Forty NineLakhs Seventy Five thousand six hundred fifty three Only) Equity Shares of Rs. 10/-(Rupees Ten) each and 150000(One Lakh Fifty Thousand only) 10% Redeemable PreferenceShares of Rs. 10/- each.
Pursuant to the Composite Scheme of Compromise and Arrangementas approved by theHonble National Company Law Tribunal vide its Order No. NCLT/REG/CHD/793 dated08.06.2018 received by the company on 13.06.2018 the Authorized Share Capital of theCompany stands increased by 113370000 (Eleven Crores thirty three lakhs seventythousand Rupees only).
Accordingly the revised Capital Structure of the company is as follows:
|Particulars ||After Reorganisation of Capital |
|Authorised Capital Equity ||151870000.00 |
|Preference Share Capital ||1500000.00 |
|TOTAL ||153370000.00 |
|Paid up Equity Share Capital ||149756530.00 |
|Paid up Preference Share Capital ||1500000.00 |
|Shares Forfeited Account ||572660.00 |
|Total Share Capital ||151829190.00 |
Further the Company has made an application to the Stock Exchange (BSE) for thelisting of 14605081 Shares issued pursuant to the Scheme. The Approval from the StockExchange for the listing is awaited.
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 theCompanys executives and staff.
|Place: Delhi ||By Order of the Board of Directors || |
|Date: 03.08.2018 ||For Jatalia Global Ventures Limited (Formerly known as Aashee Infotech Limited) || |
| ||Sd/- ||Sd/- |
| ||Managing Director ||Director |
| ||Prachi Sachdeva ||Anil Jain |
| ||DIN: 07242052 ||DIN: 00014601 |