The Members of
JHAVERI CREDITS AND CAPITAL LIMITED
Your Directors have pleasure in presenting the 27th Director's Report of your Companytogether with the Audited
Statement of Accounts and the Auditors Report of your company for the financial yearended 31st March 2021.
|FINANCIAL HIGHLIGHTS || ||(Amt in Rs.) |
|Particulars ||Year ended on 31-03-2021 ||Year ended on 31-03-2020 |
|Revenue from Operations & Other Income ||25.60 ||56.71 |
|Less: Total Expenditure ||25.89 ||80.33 |
|OPERATING PROFIT ||(0.29) ||(23.62) |
|Less: Finance Costs ||0.05 ||0.12 |
|GROSS PROFIT/LOSS FOR THE YEAR ||(0.34) ||(23.74) |
|Less: Depreciation and Amortization expense ||0.16 ||0.85 |
|PROFIT/LOSS FOR THE YEAR ||(0.50) ||(24.59) |
|Less: Provision for Taxation ||0 ||0 |
|Less: Deferred Tax Liability ||0.20 ||0.95 |
|Less Excess Provision of Income Tax ||38.61 ||0 |
|PROFIT/LOSS AFTER TAX ||(39.31) ||(25.54) |
|Earnings Per Share (EPS of FV Rs. 10) [in Rupees] || || |
|Basic and Diluted ||(0.61) ||(0.40) |
STATE OF COMPANY'S AFFAIRS
Management of the Company has consistently observed acted and implemented against thethreats and opportunities of the business activities its volatilities and viabilitiesduring F.Y. 2020-21. SEBI permitted share broking exchanges to established and developcommodities exchange business and over business was at stake. Management timely consideredto closed down commodities broking business activities to safe guard the breakeven costbenefit and future prospects of the company management has planned to considerNBFC/Financing Investments & Broking business which is in accordance with MainObjects of Memorandum of Association of Company and undertaking all efforts in marketresearch and prospecting company to undertake such business as and when market conditionsare favorable.
The year ended with financial deficit of Rs. 39.31 lakhs the management firmly actedagainst business contingencies and protected from decreasing of worth of the Company.
Management is optimistic to engage in new business in near future and will havepositive outcome in times to come.
IMPACT OF NOVEL COVID-19 ON THE BUSINESS
In order to curtail the rapid spread of the Novel Corona Virus (COVID 19) thegovernment of india announced a nationwide lockdown effective 25 March 2020. Certainessential services including those involved in capital market operation were exempt fromthe purview of the aforesaid lockdown. Jhaveri credits and capital Ltd. being part ofcapital market operation did not experience any disruption of any business activities dueto lockdown.
In compliance of the various directives appropriate measures were taken to equip amajority of the employees to work from home and only about 10% employees worked on site.On extremely critical process which necessitated on site presence.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
This Annual Report contains a separate section on the Management Discussion andAnalysis as ANNEXURE: - I which forms part of the Directors Report
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
For the financial year ended 31st March 2021 the Company proposes to carry nilamounts to General Reserve Account.
Your Directors do not recommend any dividend for the year ended on 31st March 2021.
During the year under review the company has not issued any shares. The total paid upcapital of the company at the end of F.Y.2020-21 stood Rs.64633000/- (Rupees Six CroresForty Six Lacs Thirty Three Thousand Only)
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year no money have been transferred to Investor Education and ProtectionFund
MATERIAL CHANGES BETWEEM THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal andinformation.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per Section 152 of the Companies Act 2013 Mrs. Bela R. Jhaveri and Mr. BhadereshJ. Jhaveri Directors of the Company retire by rotation at the ensuing Annual Generalmeeting and offers themselves for re-appointment.
On recommendation of Nomination and Remuneration Committee board has approved there-appointment of Mr. Kamlesh J. Jhaveri as Whole time director of the company for further5 years and re-appointment of Mr. Ashesh J. Trivedi as Independent director for further 5years and recommended to shareholders of the Company in the ensuing AGM. Membersare requested to refer to Item No. 4 and 5 of the Notice of the AGM and the ExplanatoryStatement for the terms of the re-appointment.
During the year under review following persons held position of Key ManagerialPersonnel of the Company in compliance with the provisions of Section 203 of the CompaniesAct 2013.
|Mr. Kamlesh J. Jhaveri ||Whole-time Director |
|Mr. Vatsal Desai ||CFO (Till 12.02.2021) |
|Mr. Bhavesh Nagar ||Company Secretary (appointed on 14.12.2020) |
Remuneration and other details of the Key Managerial Personnel for the financial yearended 31st March 2021 are mentioned in the Extract of the Annual Return which is attachedto the Directors Report.
During the Period under review for Financial Year 2020-21 the following changes tookplace on the Board of the Directors and Key Managerial Personnel:
|Sr. No. Name of Director/Key Managerial Personnel ||Change ||Date |
|1 Mr. Bimal D. Mehta (Independent Director) ||Resigned from Independent Director ||06th October 2020 |
|2 Mr. Vatsal Desai (KMP) ||Resigned from the post of Chief Financial Executive ||12th February 2021 |
|3 Mr. Bhavesh Nagar (KMP) ||Appointed as Company Secretary and Compliance Officer ||14th December 2020 |
DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meets thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
MEETINGS OF THE BOARD OF DIRECTORS
The following Meetings of the Board of Directors were held during the Financial Year2020-21
|Sr. No. Date of Meeting ||Board Strength ||No. of Directors Present |
|1 02.06.2020 ||5 ||5 |
|2 30.07.2020 ||5 ||5 |
|3 02.09.2020 ||5 ||4 |
|4 15.09.2020 ||5 ||4 |
|5 06.10.2020 ||4 ||4 |
|6 03.11.2020 ||4 ||4 |
|7 11.11.2020 ||4 ||4 |
|8 14.12.2020 ||4 ||4 |
|9 02.01.2021 ||4 ||4 |
|10 12.02.2021 ||4 ||4 |
|11 02.03.2021 ||4 ||4 |
|12 30.03.2021 ||4 ||4 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that- (a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; (b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; (c) Thedirectors had taken proper and sufficient care 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 directorshad prepared the annual accounts on a going concern basis; and (e) The directors had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively. (f) The directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
1) Independent Auditors Report
M/s. Marks & Co Chartered Accountants Ahmadabad having Firm Registration No.139476W conducted statutory audit of Company for financial year ended on 31st March2021 Independent Auditors Report forms part of financial statement which forms part ofAnnual Report. There are no qualifications or adverse remarks in the Auditors Report whichrequire any clarification/ explanation. The Notes on financial statements areself-explanatory and needs no further explanation.
The transition of Indian Accounting Standard (IND-AS) has been carried out inaccordance with IND-AS 101 first time adoption of Indian Accounting Standard. Accordinglythe impact of transition has been recorded in the opening reserves as at 01st April 2019and comparative previous year has been restated and reclassified.
These financial statements for the year ended 31st March 2021 are prepared inaccordance with IND-AS. For the purpose of transition to INS-AS the Company has followedthe guidance prescribed in Ind-As 101.
The transition to IND-AS has resulted in changes in the presentation of the financialstatements disclosures in the notes thereto and accounting policies and principles.
2) Secretarial Audit Report
Pursuant to provision of Section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof your Company has appointed M/s. Chintan Vakil & Co. Company Secretary to ConductSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as ANNEXURE:- III to this report.
The observation in Secretarial Audit Report by company secretary is complied as under:
i. The provision of Section 152 of Companies Act 2013 regarding independent Directoris in compliance however Covid-19 is working as a negative block in compliance.
ii. The Provision of Section 203(4) regarding company secretary was also affected incompliance during Covid 19 effect However the appointment of Company Secretary iscomplied with from December-2020.
The Company's Audit Committee comprises of following Directors. The table sets out thecomposition of the Committee:
|Name of the Director ||Position held in the Committee ||Category of the Director |
|Mr. Ashesh J Trivedi ||Chairman / Member ||Independent Director Non Executive |
|Mr. Bhaderesh J. Jhaveri ||Member ||Non Independent Director Independent Director |
|Mr. Bimal D. Mehta ||Member ||(Till 06.10.2020) |
Audit Committee meetings were held on 02/06/2020 30/07/2020 15/09/2020 11/11/2020and 12/02/2021 during the F.Y 2020-21
SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE
The Company's Shareholders/Investors Grievance Committee comprises of followingDirectors. The table sets out the composition of the Committee:
|Name of the Director ||Position held in the Committee ||Category of the Director |
|Mr. Ashesh J. Trivedi ||Chairman / Member ||Independent Director |
|Mr. Kamlesh J. Jhaveri ||Member ||Whole- time Director Non Executive |
|Mr. Bhaderesh J. Jhaveri ||Member ||Non Independent Director |
Shareholders/Investors Grievance Committee meetings were held on 30/07/202015/09/2020 11/11/2020 and 12/02/2021 during the F.Y 2020-21
NOMINATION AND REMUNERATION COMMITTEE
The Company's Nomination and Remuneration Committee comprises of followingNon-executive Directors. The table sets out the composition of the Committee:
|Name of the Director ||Position held in the Committee ||Category of the Director |
| || ||Non Executive |
|Mr. Bhaderesh J. Jhaveri ||Chairman / Member || |
| || ||Non Independent Director |
|Mr. Ashesh J Trivedi ||Member ||Independent Director |
|Mr. Bimal D. Mehta ||Member ||Independent Director (Till 06.10.2020) |
The Nomination and Remuneration Committee among its members shall prepares the matterspertaining to the nomination and remuneration of Board members the appointment andremuneration of the managing director and other executives of the company as well as theremuneration schemes of the key managerial personnel.
Nomination and Remuneration Committee meeting was held on 30/07/2020 during the F.Y2020-21
MEETING OF INDEPENDENT DIRECTORS
Meeting of the Independent Directors of the Company was held on 30/07/2020 wherein allthe independent directors were present.
LOANS GUARANTEES AND INVESTMENTS
The Company has following Loans Guarantee given and Investments made under section 186of the Companies Act 2013 for the financial year ended 31st March 2020:
|SN Date of Transaction ||Particular/Purpose/Nature of Transaction ||Amount of Transaction |
|Company has not entered into any transaction covered under Section 186 of Companies Act 2013 |
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions entered into betweenthe Company Directors management or their relatives. Hence disclosure in Form AOC-2 isnot provided. All the contracts / arrangements / transactions entered into by the Companywith the related parties during the financial year 2020-21 were in the ordinary course ofbusiness and on arm's length basis as disclosed in the financial statements. The detailsof related party disclosure form a part of notes to the financial statements provided inthe annual report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
CORPORATE SOCIAL RESPONSIBILITY
Your company is not required to comply with the provisions of Corporate SocialResponsibility as per requirement of Section 135 read with Schedule VII of the CompaniesAct 2013
PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.A statement containing particulars of employees pursuant to section 134 (3) (q) ofCompanies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial personnel) rules 2014 is annexed herewith as ANNEXURE:- IV
PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
|Name and address of the SN Company ||CIN/GLN ||Holding/ Subsidiary/ Associate ||% of holding at beginning of Year ||% of holding at end of year |
| || ||Nil || || |
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Companies Meeting of Board & its powers Rules 2014 Company has formulated VigilMechanism and the same is available on web site of Company www.jhavericommodity.com
RELATED PARTY DISCLOSURE
As Company did not have any Holding or Subsidiary Company Company has not madedisclosure as required under Regulation 53(f) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015
In order to comply with Regulation 27(2) SEBI (Listing Obligations and DisclosureRequirements)Regulations 2015 read with Regulation 15 of Chapter IV SEBI (ListingObligations and Disclosure Requirements)Regulations 2015 the Paid-up capital of theCompany is Rs. 64633000/- viz. not exceeding Rs. 10 crore and the Net worth is Rs.50516060/- viz. less than Rs. 25 Crore as on the last day of the previous financialyear i.e. 31st March 2021. Therefore it is not required to submit Corporate GovernanceReport.
As stipulated in the Regulation 72 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation 2015 the Company does not requirecomply with Regulation 17 to Regulation 27 of the said regulation as Paid-up Capital doesnot exceed Rs. 10 Crores or net worth does not exceed Rs. 25 Crores which is specified inRegulation 15 and hence did not need to obtain Corporate Governance Certificate.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and outgo during the year under review.
The Company has risk assessment and minimization system in place. The risk managementprocedures are reviewed regularly.
The Equity shares of the company are listed on BSE Limited and Company has paid AnnualListing Fees up to the Year 2021-2022.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff anddealers of the Company.
|Date: - 28.06.2021 ||for and on behalf of Board of Directors |
|Place: - Vadodara ||of M/s Jhaveri Credits & Capital Ltd. |
| ||Kamlesh J. Jhaveri |
| ||Whole-Time Director |
| ||DIN: 00266242 |