Jayabharat Credit Limited
The Directors take pleasure in presenting the 75th Director's Report of the Company andthe Audited Financial Statements for the Financial Year ("FY") ended 31st March2018.
a. Financial Results:
The Company's performance during the FY ended 31st March 2018 as compared to theprevious FY is summarized below:
| ||2017-18 ||2016-17 |
| ||(Rs in Lacs) ||(Rs in Lacs) |
|1. Income: || || |
|(a) Asset Financing ||0 ||64.98 |
|(b) Other Income ||21.25 ||0.17 |
|2. Gross Profit/loss before Depreciation & Income tax ||(155.82) ||(177.81) |
|3. Depreciation ||(1.31) ||(1.92) |
|4. Tax Provision ||0 ||0 |
|5. Profit+ / Loss(-) After Depreciation and Income Tax ||(157.13) ||(179.73) |
The Company as reported in earlier years has been making efforts to recover dues fromthe parties and with the financial support as and when needed received from the Promoterit has been possible to repay the liability towards banks and public deposits. It ispertinent to mention here that there has been no fresh business exposure for more thanthree years ever since the RBI advised the company to stop accepting fresh publicdeposits.
The business activities of the Company are discontinued since last more than threeyears therefore the earnings are not adequate enough and your directors are constrainednot to recommend dividend.
In accordance with the R.B.I. directions an Escrow Account with Bank of India Asaf AliRoad New Delhi was opened with a deposit of ` 3.89 Lacs out of which ` 2.00 Lacs hasalready claimed by the depositors and ` 0.48 Lacs has been transferred to "InvestorEducation and Protection Fund" (IEPF) during the financial Year 2017-18 and ` 1.00Lacs has been transferred in to the said fund during the current Year i.e. on 01stMay2018. The outstanding balance in to the said account is ` 0.41 Lac as on date. TheCompany has not accepted or renewed any public deposits during the Financial year in termsof Section 45IA(a) of the RBI Act1934 read with the Section 72 and 73 of the CompaniesAct 2013.
2. TRANSFER TO 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. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES:
Your Company does not have any Subsidiary Associate and Joint Venture Company.
4. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES
In compliance with the provisions of the Companies Act 2013 there were no loans orinvestment made or guarantee given or security provided by the Company during the yearunder review.
5. 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 of Annual Return in form MGT-9 is annexed as ANNEXURE 1 which formspart of this Report.
b. Number of Board Meetings:
The Board of Directors met 7 (Seven) times during the FY 2017-18. The maximum intervalbetween 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 and Regulation 18 of Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015. The composition of AuditCommittee comprises of 3 members including 2 Independent Non-
Executive Directors 1 Non-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 and Regulation 20 of Securities and Exchange Boardof India (Listing Obligation and Disclosure Requirements) Regulations 2015. Thecomposition of Stakeholder Relationship Committee comprises of 3 members all the membersare Non- Executive Directors.
|1. ||Mr. Rajiv Gupta ||Chairman |
|2. ||Mr. Arun Mitter ||Member |
|3. ||Mr. M K Madan ||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 and Regulation 19 of Securities and Exchange Boardof India (Listing Obligation and Disclosure Requirements) Regulations 2015. Thecomposition of Nomination and Remuneration Committee comprises of 4 members which includes2 Independent Non-Executive Directors and 2 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.
f. Related Party Transactions:
There is no related party transaction 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.
g. 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 its business activities as NBFC.
6. RBI'S GUIDELINES ON PRUDENTIAL NORMS & CREDIT RATING:
The Company has complied with RBI guidelines from time to time. The company has stoppedits business activities. The Company does not have public deposits and as such prudentialnorms are no more required to maintain. The Company has voluntarily surrendered theCertificate of Registration (COR) to Reserve Bank of India and response
7. REVOCATION APPLICATION FOR SUSPENSION IN TRADING OF EQUITY SHARES:
Due to non-Compliances under certain Regulations of SEBI (Listing Obligation andDisclosure Regulations) Regulations 2015 with Stock Exchange the BSE LTD suspended thetrading of equity shares of the Company with the option to adopt either delisting fromthe exchange or revocation of suspension in the trading of Equity Shares.
The Company has decided to go in for the procedure of Revocation of suspension oftrading keeping in mind the interest of our valuable shareholders in the Company. TheCompany has already submitted the application for suspension in trading of equity sharesof the Company with BSE LTD and paid penalty and other fees to revoke the suspension intrading of equity shares.
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 theirconcern/grievance to the Chairman of the Audit Committee. The Company is committed toadhere to the highest standards of ethical moral and legal conduct of businessoperations. The Vigil Mechanism Policy as approved by the Board.
9. APPOINTMENT OF AUDITORS: a. Statutory Auditors:
M/s Sandeep R. Tamhane Chartered Accountant (FCA 46206) were appointed as theStatutory Auditors of the Company at the 74th Annual General Meeting held on 12thSeptember 2017 for a term of five consecutive years. In accordance with the CompaniesAmendment Act 2017 effective from 7th May 2018 by the Ministry of Corporate Affairsthe appointment of Statutory Auditors is not required to be ratified at every AnnualGeneral Meeting. The Auditors Report for the financial year ended 31st March 2018contains the following remark:
Basis for Adverse Opinion
The Company has surrendered the Certificate of Registration (COR) as NBFC to RBI and assuch no provisions for Trade Receivable and long term Loans and Advances of ` 59.99 Crs.are made. The company however awaits the confirmation of cancellation of Certificate ofRegistration (COR) from R.B.I." On November 18 2016 the Company has voluntarilysurrendered its Certificate of Registration (COR) as Non-Banking Financial Company(Deposit Accepting) to Reserve Bank of India and as on date Reserve Bank of India has notconfirmed the cancellation of certificate of registration (ROC) of the Company asNon-Banking Company and as such no provision for aforesaid trade receivables and long termloans and advances amounting to ` 59.99 crores as specified in regulation is made by theCompany.
In reply to the adverse report by the Auditors on the recovery of the receivables andits non-provision has been duly explained and covered by the Auditors in their Report andas such do not call for further comments.
The management is pursuing with the RBI to take appropriate action in regard to theCompany's surrender of Certificate of Registration. Steps are also being taken to recoverthe dues.
b. Internal Auditor:
In terms of the Section 138 of the Companies Act2013 read with rule of the Companies(Accounts) Rules2014 and other applicable provisions of the Act Mr. Ajit More CharteredAccountants Mumbai was appointed as Internal Auditor of the Company.
c. 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 (Membership no. A5814 and COP no. 17341) was appointed as aSecretarial Auditor of the Company. The Secretarial Audit Report is annexed as ANNEXURE 2which forms part of this report. The said report does not contain any observation orqualification requiring any further explanation or comments.
10. 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.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS:
As per the provisions of Section 152 of the Companies Act 2013 Mr. Rajiv Gupta (DIN:00022964) Mr. Arun Mitter (DIN: 00022941) and Mr. M K Madan (DIN: 01060575) Directors areliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffer themselves for re-appointment at the said meeting. The Board recommends theirre-appointment for members' approval. Their brief profile is provided in the Noticeconvening the ensuing 75th Annual General Meeting of the Company.
During the year the Board based on the recommendation of the Nomination andRemuneration Committee appointed Ms. Preeti Singhal and Ms. Neetu Singhal as anAdditional Directors (Independent Directors) not liable to retire by rotation for aperiod of 5 years w.e.f. 19th January 2018 and 27th March 2018 respectively subject tothe approval of the shareholders at the ensuing Annual General Meeting. The Boardrecommend the same for members approval.
The Company has received declarations of Independence pursuant to Section 149(6) ofthe Companies Act 2013 form all the Independent Directors of the Company confirming thatthey meet the criteria of Independence as prescribed under Section 149(6) of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Profiles of these Directors as required by Regulation 36(3) of the SEBI (ListingObligation and Disclosure Regulation) Regulations 2015 and other applicable provisions aregiven in the Notice Convening the 75th Annual General Meeting.
Mr. Gaurav Agarwal Non Executive Independent Director of the Company has resignedw.e.f. end of the business hours on 18th January 2018.
KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Companies Act2013 and Rule 8 of the Companies(appointment & remuneration of managerial personnel Rules 2014) Ms. Hinal R. Mehtahas been appointed as whole- time Company Secretary having ACS no A25618 designated asCompany Secretary and Compliance Officer with effect from 31st March 2018 and Mr.Shreeram G. Garde has been appointed as Chief Financial Officer designated as VicePresident and Chief Financial Officer of the Company with effect from 27th March 2018.
12. 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 its committeesindividual Directors Chairperson Whole-time Director for the year under review.
The Board and Committee functioning was reviewed and evaluated on the basis ofresponses from Directors committee members Whole-time Director on various aspects ofcomposition and functioning of board and its committee. In a separate meeting ofIndependent Directors performance of non-Independent Director performance of Board aswhole and performance of Chairman were also evaluated. The Board expressed itssatisfaction with evaluation results which reflects high degree of engagement of Boardand its committee with the Company and its management.
13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively 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.
14. 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.
15. 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.
16. 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.
17. 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 ||Being a Finance Company the same is not applicable |
|b) Conservation of Energy ||Being a Finance Company the same is not applicable |
|c) Transactions in Foreign Currency ||This Year ||Previous Year |
|i) Expenditure in Foreign currency Loan ||Nil ||Nil |
|ii) Shares held by Non-Resident Shareholders ||20432 ||19492 |
|No. of shareholders ||24 ||18 |
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 theirgrievances the company has designated an e-mail address i.e. firstname.lastname@example.org.
18. 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.
19. 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)
20. 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
21. 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 2017-18.
22. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act in relation to the audited Financial Statementsof the Company for the year ended 31st March 2018 the Board of Directors hereby confirmsthat: a. in the preparation of the Annual Accounts the applicable Accounting Standardshad been followed along with proper explanation relating to material departures;
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 March 2018;
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 were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
23. MATERIAL CHANGES AND COMMITMENTS IF ANY
In terms of Section 134(3)(l) 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 this report.
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.
| ||For and on behalf of the Board of Directors |
| ||For JAYABHARAT CREDIT LIMITED |
| ||RAJIV GUPTA |
|New Delhi 18th May 2018 ||CHAIRMAN |