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Jayabharat Credit Ltd.

BSE: 501311 Sector: Financials
NSE: N.A. ISIN Code: INE998D01011
BSE 13:30 | 25 Oct 5.01 0.23
(4.81%)
OPEN

4.78

HIGH

5.01

LOW

4.78

NSE 05:30 | 01 Jan Jayabharat Credit Ltd
OPEN 4.78
PREVIOUS CLOSE 4.78
VOLUME 100
52-Week high 8.79
52-Week low 3.02
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 49.00
Sell Price 5.01
Sell Qty 190.00
OPEN 4.78
CLOSE 4.78
VOLUME 100
52-Week high 8.79
52-Week low 3.02
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 49.00
Sell Price 5.01
Sell Qty 190.00

Jayabharat Credit Ltd. (JAYABHARATCRED) - Director Report

Company director report

To

Dear Shareholders

The Directors take pleasure in presenting the 77th Director's Report and theAudited Financial Statements for the Financial Year ended 31st March 2020.

1. FINANCIAL

a. Financial Results:

2019-20 2018-19
(Rs in Lacs) (Rs in Lacs)
1. Income:
(a) Asset Financing 0 0
(b) Other Income 0.35 6.38
2. Gross Profit/loss before Depreciation & Income tax (114.18) (6062.84)
3. Depreciation (0.87) (1.05)
4. Tax Provision 0 0
5. Profit+ / Loss(-) After Depreciation and Income Tax (115.05) (6063.89)

b. Operations:

The Company has no Public Deposits nor Bank Finance and as such the Company isdebt-free. The promoter's support has helped the Company from time to time to meet withoperational expenses.

However the Company has been taking all out efforts to recover the dues if any fromthe parties availed the finance from the Company in the past.

The Company has been informed by Reserve Bank of India (RBI) that the Certificate OfRegistration (COR) has been cancelled and the Company has ceased to be an NBFC as per RBIletter No 1004/01.10.046/2019-20 dated 13.01.2020.

c. Dividend:

In view of business losses the Board of Directors has not recommended any Dividend.

2. RESERVES:

During the year under review the Company has not transferred any amount toReserves: (i) Special/Statutory Reserve -Nil and General Reserve –Nil.

3. DEPOSITS:

The Company has no outstanding nor unclaimed Deposit as on 31st March2020. The Company has ceased to be an NBFC accepting Public Deposits as per RBI letter asmentioned above.

4. TAX LIABILITY:

Income tax department has raised a tax liability of ` 20.41 Lacs plus interest forthe Assessment year 2006-07 after prolonged dispute.

5. MANAGEMENT COMMENTS ON AUDITORS REPORT:

The Company has received communication from Reserve Bank Of India (RBI) for thecancellation of Certificate Of Registration (COR) as mentioned above. The Company has noliability of Public Deposits either outstanding or unclaimed. The Company has beenintimated by Bombay Stock Exchange (BSE) that with effect from 30.09.2019 to be precise01.10.2019 that the Equity Share of the Company are tradable on BSE.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURESCOMPANIES:

The Company does not have any Subsidiaries Associates and Joint Ventures Companies.

7. OTHER DISCLOSURES UNDER THE COMPANIES ACT 2013

a. Extract of Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act 2013 (the ‘'Act")and Rule 12(1) of the Companies (Management and Administration) Rules 2014 Extract ofAnnual Return in form MGT-9 is annexed as ANNEXURE-1 (Ref. pg. No.15) which formspart of this Report.

b. Number of Board Meetings:

The Board of Directors met 7 (Seven) times during the FY 2019-20. The maximuminterval between any two Board Meetings did not exceed 120 days.

The details of the Board Meetings and the attendance of the Directors are provided inthe Corporate Governance Report.

c. Audit Committee:

The Audit Committee was constituted pursuant to the provisions of Section 177 of theCompanies Act 2013. The composition of Audit Committee comprises of 3 members including 2Independent Non-Executive Directors 1 Non-executive Executive Director:

1. Mr. Vishnu Singhal Chairman

2. Ms. Preeti Singhal Member

3. Mr. Rajiv Gupta Member

The other details are provided in the Corporate Governance Report.

The Board of Directors of the Company accepts all the recommendations of the AuditCommittee from time to time.

d. Stakeholders Relationship Committee:

The Stakeholder Relationship Committee was constituted pursuant to the provisions ofSection 178 of the Companies Act 2013. The composition of Stakeholder RelationshipCommittee comprises of 4 members 3 members are Non Executive Directors and 1 Independentnon Executive Director.

1. Mr. Rajiv Gupta Chairman

2. Mr. Arun Mitter Member

3. Mr. M. K. Madan Member

4. Mr. Vishnu Singhal Member

The other details are provided in the Corporate Governance Report.

e. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted pursuant to the provisions ofSection 178 of the Companies Act 2013. The composition of Nomination and RemunerationCommittee comprises of 4 members which includes 2 Independent Non-Executive Directors and2 Non-Executive Directors.

1. Mr. Vishnu Singhal Chairman

2. Ms. Preeti Singhal Member

3. Mr. Rajiv Gupta Member

4. Mr. Arun Mitter Member

The Board of Directors has formulated a Policy which set standards for the nominationremuneration and evaluation of the Directors and Key Managerial Personnel and aims toachieve a balance of merit experience and skills amongst its Directors and Key ManagerialPersonnel. ANNEXURE-3. (Ref. pg. No.23)

f. Risk Management Committee:

The Risk Management Committee was constituted then before the advent Regulation 21 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.The Committee comprises of 3 members all the three members are NonExecutive Director.

1. Mr. Rajiv Gupta Chairman

2. Mr. Arun Mitter Member

3. Mr. M. K. Madan Member

The Board of Directors has formulated a Policy which set standards to prevent any kindof Risk in the activities of business. The Management does not foresee any risk in theactivities of business since the company is not doing any business activities at present.

g. Related Party Disclosure:

There is no Related Party transactions entered during the year by the Company interms of the provisions of Section 188 of the Companies Act 2013 and Regulation 23 of theSecurities and Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015.

h. Other Disclosures:

The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transaction on these items during the Financial Yearunder review:

1. Issue of Equity Shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (Including Sweat Equity Shares) to employees of the Company underany scheme save and except Employee Stock Option Scheme referred to in this report.

3. No significant or material orders were passed by any Regulators or Courts orTribunal which impact the going concern status and the Company's operations in future.

4. There was no change in nature of the business of the Company. The Company hasstopped business activities as NBFI during the year under review.

8. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company pursuant to the provisions of Section 177(9) ofthe Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and Employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The Employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Vigil MechanismPolicy as approved by the Board.

9. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has formulated the Risk Management Policypursuant to Section 134(3)(n) of the Companies Act 2013 to avoid events situations orcircumstances which may lead to negative consequences on the Company's businesses.

10. APPOINTMENT OF AUDITORS:

a. Statutory Auditors:

M/s Sandeep R Tamhane Chartered Accountant (FCA 46206) were appointed as StatutoryAuditors of the Company at 74th Annual General Meeting(2016-17) held on 12thSeptember 2017 for a term of 5 (Five) Years consecutive Years till conclusion of 79thAnnual general Meeting (2021-22) to be held in year 2022.

b. Secretarial Auditor:

In terms of Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 Mr. Prashant S. Mehta PracticingCompany Secretary Mumbai is appointed as a Secretarial Auditor of the Company for theyear 2019-20. The Secretarial Audit Report is annexed as ANNEXURE-2 (Ref. pg.No.20) which forms part of this report. The said Report does not contain any observationor qualification requiring any further explanation or comments.

c. Internal Auditor:

In terms of the Section 138 of the Companies Act 2013 read with rule of the Companies(Accounts) Rules 2014 and other applicable provisions of the Act Mr. Ajit More CharteredAccountant Mumbai is appointed as Internal Auditor of the Company for the year 2019-20.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

As per the provisions of Section 152 of the Companies Act 2013 Directors Mr.Rajiv Gupta(DIN 00022964) Mr. Arun Mitter (DIN 00022941)and Mr. M. K. Madan (DIN01060575) are liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offer themselves for re-appointment at the said meeting. The Boardrecommends their reappointment for members' approval. Their brief profile is provided inthe Notice convening the ensuing 77th Annual General Meeting of the Company.

Pursuant to Regulation 17(1A) and other applicable provisions if any of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (including any Statutory Modification(s) and or re-enactment(s)thereoffor the time being in force)(hereinafter referred to as "The ListingRegulations") and the applicable provisions if any of the Companies Act 2013approval of the members is required for appointment and continuation of Mr. RajivGupta Chairman / non- Executive Director Mr. Rajiv Gupta (DIN 00022964) notwithstandinghe attains the age of 75 years on 13.08.2021 liable to retire by rotation. His briefprofile is provided in the Notice convening the ensuing 77th AnnualGeneral Meeting of the Company.

The Board recommends his re-appointment and continuation for members' approval. Hisbrief profile is provided in the Notice convening the ensuing 77th AnnualGeneral Meeting of the Company.

During the year there were no changes in the Board of Directors of the Company.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of Companies Act 2013 and Rule 8 and 8 A of the Companies(Appointment and Remuneration of Managerial Personnel Rule 2014);

a) Mr. Bipin B. Bhavsar- Chief Executive Officer(appointed w.e.f.12thApril2019)

b) Ms. Hinal R. Mehta (ACS no.A25618)-Company Secretary

c) Mr. Shreeram G. Garde-Chief Financial Officer.

Disclosure under Section 197(12) of the Companies Act 2013 and other Disclosure as perRules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 ANNEXURE-3. (Ref. pg. No. 23)

12. SHIFTING OF EXSITING REGISTERED OFFICE FROM THE STATE OF MAHARASHTRA TO THENATIONAL CAPITAL TERRITORY OF DELHI:

As per provisions of Section 12(5) of the Companies Act 2013 shifting of RegisteredOffice of A Company outside the local limits of any city town or village requiresapproval of shareholders by way of Special Resolution.

With a view to operational convenience and ease the Board of Directors considered andsubject to approval of shareholders approved the proposal for shifting the RegisteredOffice to the National Territory of Delhi. The proposed location is outside thelocal limits of Mumbai Maharashtra State and therefore it requires approval ofshareholders by passing a Special Resolution and on such approval the RegisteredOffice of the Company will be shifted to the National Territory of Delhi. None ofthe Directors or key managerial personnel is concerned or interested in the Resolution.

The Directors recommend the approval of the Special Resolution.

13. PERFORMANCE EVALUATION:

In compliance with the Companies Act 2013 and Listing Regulations the Board ofDirectors have carried out an Annual Evaluation of its own performance of ChairmanIndividual Directors committees for the year under review.

The Board of Directors and its Committees functioning was reviewed and evaluated on thebasis of responses from Directors Committees Members on various aspects of compositionand functioning of Board of Directors and its Committees. In a separate meeting ofIndependent Directors performance of Non-Independent Directors performance of Board ofDirectors as a whole including performance of Chairman were also evaluated.

The Board of Directors expressed its satisfaction with evaluation Results whichreflects high degree of engagement of Board of Directors and its committees with theCompany and its management.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company pro-actively keeps its Directors informed of the activities of the Companyits management operations and provides an overall industry perspective as well as issuesfaced by the industry. The Policy on Familiarization Programme adopted by the Board ofDirectors of the Company.

15. PARTICULARS OF EMPLOYEES:

No employees remuneration which requires the Company to furnish in terms of Particularsof Employees under section 197(12) Rules 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. ANNEXURE-3. (Ref. pg. No.23)

16. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

17. CORPORATE GOVERNANCE:

The Company has complied with Corporate Governance requirements as prescribed underCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A separate section on Corporate Governance practices followed by theCompany together with a certificate from Mr. Prashant S. Mehta Practicing CompanySecretary (Membership no. A5814 and COP no. 17341) forms an integral part of this Report.ANNERURE ‘A' (Ref. pg. No.24)

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given as under:

a) Technology Not Applicable
b) Conservation of Energy Not Applicable
c) Transactions in Foreign Currency This Year - 2019-20 Previous Year - 2018-19
i) Expenditure in Foreign currency Loan Nil Nil
ii) Shares held by Non-Resident Shareholders 29263 29138
No. of Non –Residential Shareholders 33 31

NOTE: The Company has no earnings in foreign exchange

E-mail ID for Investor's Grievances In compliance of SEBI (LODR) Regulations 2015 forthe purpose of registering complaints by investors for redressal of their grievances thecompany has designated an e-mail address i.e. jcl@jayabharat.com.

19. MANAGEMENT'S DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis for the year under review as stipulated interms of the provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of thisReport. ANNEXURE-B. (Ref. pg. No.34)

20. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Corporate Social Responsibilities are not applicable as the Companydoes not exceed the threshold limits prescribed under Section 135 of the Companies Act2013 and the Companies (Corporate Social Responsibility) Rules 2014.

21. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of directors has adopted the code of Internal Procedures and Conduct forregulating monitoring and reporting trading by designated persons in accordance with theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The said Codelays down guidelines and procedures to be followed and disclosures to be made whiledealing with the securities of the Company. The Code of fair disclosure of unpublishedprice sensitive information is available on the Company's website under the InvestorsRelations section at www.jayabharat.com

22. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has set up ComplaintsCommittees at its workplaces. No complaints have been received during the year 2019-20.

23. UNCLAIMED DIVIDEND/SHARES:

All unclaimed dividends up to Financial Year (FY) 2007-08 paid by the Company and theamount of unclaimed deposits up to date have been transferred to Investor Education andProtection Fund ("said Fund"). And as such there is no unclaimed dividends andpublic deposits.

24. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act in relation to the Audited FinancialStatements of the Company for the year ended 31st March 2020 the Boardof Directors hereby confirms that: a) In the preparation of the Annual Accounts theapplicable Accounting Standards had been followed along with proper explanation relatingto material disclosures; b) Such Accounting Policies have been selected and appliedconsistently and the Directors made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the State of Affairs of the Company as at 31stMarch 2020; c) Proper and sufficient care was taken 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 Annual Accounts of the Company have been prepared on a going concern basis; e)Internal Financial Controls have been laid down to be followed by the Company and thatsuch Internal Financial Controls are adequate and operating effectively.

25. MATERIAL CHANGES AND COMMENTS IF ANY:

In terms of Section 134(3)(I) of the Companies Act 2013 there are no material changesand commitments which could affect the Company's financial position have occurred betweenthe end of the financial year of the Company and date of this report.

26. ACKNOWLEDGEMENTS:

Your Directors would like to record their appreciation of the services rendered bythe Members of the Staff at all levels. They also like to express their gratefulness tothe Company's Bankers Depositors and Shareholders for their co-operation and also forthe confidence reposed in the Company.

For and on behalf of the Board of Directors
For JAYABHARAT CREDIT LIMITED
RAJIV GUPTA
CHAIRMAN
New Delhi 5th August2020.

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