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Jayabharat Credit Ltd.

BSE: 501311 Sector: Financials
NSE: N.A. ISIN Code: INE998D01011
BSE 00:00 | 11 Aug 10.41 0.49
(4.94%)
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NSE 05:30 | 01 Jan Jayabharat Credit Ltd
OPEN 10.41
PREVIOUS CLOSE 9.92
VOLUME 4
52-Week high 10.45
52-Week low 4.38
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.41
CLOSE 9.92
VOLUME 4
52-Week high 10.45
52-Week low 4.38
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jayabharat Credit Ltd. (JAYABHARATCRED) - Director Report

Company director report

To

Dear Shareholders

The Directors take pleasure in presenting the 78th Director's Report and theAudited Financial Statements for the Financial Year ended 31st March 2021.

1. FINANCIAL

a. Financial Results:

(Rs. in Lakhs)

2020-21 2019-20
1. Income:
(a) Asset Financing 0 0
(b) Other Income 30.68 0.35
2. Gross Profit+/Loss(-)before Depreciation & Income tax (76.51) (114.18)
3. Depreciation (0.80) (0.87)
4. Tax Provision 0 0
5. Profit+ / Loss(-) After Depreciation and Income Tax (77.31) (115.05)

b. Operations :

The Company has no Public Deposits nor Bank Borrowing Finance and as such the Companyis debt-free. The promoter's support has helped the Company from time to time to meet withoperational expenses. The Company has no business activity of Non-Banking Finance Company.

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 not given any loan nor provided any guarantee nor made any investment.

The necessary steps are in process for shifting Registered Office of the Company fromthe State of Maharashtra to The National Capital Territory of Delhi pursuant to theSpecial Resolution unanimously passed in the last Annual General Meeting held on23.12.2020 through Video Conferencing (VC).

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 to Reserves:(i) Special/Statutory Reserve -Nil and General Reserve –Nil.

3. DEPOSITS:

The Company has no outstanding nor unclaimed Deposit as on 31st March 2021.The Company has ceased to be an NBFC accepting Public Deposits as per RBI letter asmentioned in our previous report.

4. TAX LIABILITY:

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

5. MANAGEMENT COMMENTS ON AUDITORS REPORT:

The Company is Non-Operational and does not have any NBFC business activity. TheCompany is Listed on Bombay Stock Exchange.

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.16) which formspart of this Report.

b. Number of Board Meetings:

The Board of Directors met 5 (Five) times during the FY 2020-21 26th June2020 5th Aug. 2020 5th Nov. 2020 23rd Dec. 2020 and 5thFeb. 2021. The details of the Board Meetings and the attendance of the Directors areprovided in the 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 2Non-Executive Independent Directors 1 Non- Executive Non-Independent Director:

1. Mr. Vishnu Singhal Chairman : Non-Executive Independent Director
2. Ms. Preeti Singhal Member : Non-Executive Independent Director
3. Mr. Rajiv Gupta Member : Non- Executive Non-Independent Director

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 Non-Independent Directorsand 1 Non-Executive Independent Director.

1. Mr. Rajiv Gupta Chairman : Non- Executive Non-Independent Director
2. Mr. Arun Mitter Member : Non- Executive Non-Independent Director
3. Mr. M. K. Madan Member : Non- Executive Non-Independent Director
4. Mr. Vishnu Singhal Member : Non-Executive Independent Director

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 Non-Executive Independent Directors and2 Non- Executive Non-Independent Directors.

1. Mr. Vishnu Singhal Chairman : Non-Executive Independent Director
2. Ms. Preeti Singhal Member : Non-Executive Independent Director
3. Mr. Rajiv Gupta Member : Non- Executive Non-Independent Director
4. Mr. Arun Mitter Member : Non- Executive Non-Independent Director

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.25)

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 areNon- Executive Non-Independent Directors.

1. Mr. Rajiv Gupta Chairman : Non- Executive Non-Independent Director
2. Mr. Arun Mitter Member : Non- Executive Non-Independent Director
3. Mr. M. K. Madan Member : Non- Executive Non-Independent Director

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 in termsof 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 business.

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 2021-22. The Secretarial Audit Report is annexed as ANNEXURE-2 (Ref. pg.No.22-24) which forms part of this Report. The said Report does not contain anyobservation or 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 2021-22.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

As per the provisions of Section 152 of the Companies Act 2013 Directors Mr. RajivGupta (DIN 00022964) Mr. Arun Mitter (DIN 00022941)and Mr. M. K. Madan (DIN 01060575)are liable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffer themselves for re-appointment at the said meeting. The Board recommends theirreappointment for members' approval. Their brief profile is provided in the Noticeconvening the ensuing 78th Annual General Meeting of the Company. During theyear 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- (FCS - 1117) : CEO
b) Ms. Hinal R. Mehta (ACS - A25618) : CS & COMPLIANCE OFFICER
c) Mr. Shreeram G. Garde : CFO

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. 25)

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 of Independent Directors performance of Non-IndependentDirectors performance of Board of Directors as a whole including performance ofChairman 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 Policy on FamiliarizationProgramme adopted by the Board of Directors of the Company and it keeps its IndependentDirectors abreast of its activities management operations and overall perspective aswell as issues faced by the industry.

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. ANNEXTURE-3. (Ref.pg. No. 25)

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.26)

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 - 2020-21 Previous Year – 2019-20
i) Expenditure in Foreign currency Loan Nil Nil
ii) Shares held by Non-Resident Shareholders 29710 29263
No. of Non –Residential Shareholders 34 33

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 in termsof 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.37)

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 InvestorRelation 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 2020-21.

23. UNCLAIMED DIVIDEND/PUBLIC DEPOSIT:

All the amount of unclaimed dividends up to Financial Year (FY) 2007-08 and the amountof 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 Companies Act 2013 in relation to the AuditedFinancial Statements of the Company for the year ended 31st March 2021 theBoard of Directors hereby confirms that:

a) In the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material disclosures;

b) Such Accounting Policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give aTrue and Fair view of the State of Affairs of the Company as at 31st March2021;

c) Proper and sufficient care was taken for the maintenance of Adequate AccountingRecords in accordance with the provisions of this Act for safeguarding the Assets of theCompany 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 andthat such Internal Financial Controls are adequate and operating effectively.

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.

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 occurred between the end of the financial year of the Company and date ofthis Report which could have otherwise affected the Company's financial position.

26. ACKNOWLEDGEMENTS:

Your Directors would like to record their appreciation of the services rendered by theMembers of the Staff at all levels. They also like to express their gratefulness to theCompany's Bankers Depositors and Shareholders for their co-operation and also for theconfidence reposed in the Company.

For JAYABHARAT CREDIT LIMITED
RAJIV GUPTA
New Delhi 23rd June 2021 CHAIRMAN

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