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JMD Ventures Ltd.

BSE: 511092 Sector: Others
NSE: N.A. ISIN Code: INE047E01031
BSE 00:00 | 27 Dec JMD Ventures Ltd
NSE 05:30 | 01 Jan JMD Ventures Ltd
OPEN 3.96
PREVIOUS CLOSE 3.96
VOLUME 1
52-Week high 4.38
52-Week low 3.75
P/E 49.50
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.96
CLOSE 3.96
VOLUME 1
52-Week high 4.38
52-Week low 3.75
P/E 49.50
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JMD Ventures Ltd. (JMDVENTURES) - Director Report

Company director report

To The Members JMD Ventures Limited

Your Directors have pleasure in presenting the 37th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312021. ( in Lakh)

Standalone Financial Results Year Ended 31.03.2021 Year Ended 31.03.2020
Revenue for the year 379.65 192.21
Profit/(Loss) before Tax (PBT) (215.80) (9.16)
Less: Financial Expenses 0.00 0.00
Profit/(Loss) before Depreciation/Amortization (PBDT) (215.80) (9.16)
Less: Depreciation 8.70 12.50
Net Profit/(Loss) before Taxation (PBT) (224.50) (21.66)
Less: Provision for Taxation (including Deferred Tax) (0.27) (2.93)
Add/(Less): Extra-Ordinary Items 112.67 0.00
Profit/(Loss) after Tax & Extra-ordinary Items (336.91) (18.73)
Less: Provision for Dividend 0.00 0.00
Less: Transfer to General / Statutory Reserves 0.00 0.00
Profit/(Loss) available for Appropriation (336.91) (18.73)
Add: Profit/(Loss) brought forward from Previous Year 293.45 312.18
Balance of Profit/(Loss) carried forward (43.45) 293.45

STANDALONE FINANCIAL HIGHLIGHTS

Total revenue for the year stood at 379.65 lakh in comparison to last years' revenue of192.21 lakh. In term of Profit before taxation and Extra-Ordinary Items the Company hasearned a Profit/(Loss) of (215.80) lakh in comparison to last years' Profit/(Loss) of((21.66)) lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at (18.73) lakh incomparison to last financial year's Profit/(Loss) of (336.91) lakh. In regard to SegmentResults revenue from the Entertainment Segment was of 12.75 lakh in comparison to lastyears' revenue of 28.24 lakh from the Finance & Investment Segment the same was of354.197 lakh in comparison to last years' revenue of 118.77 lakh. The Revenue from otherun-allocable Segment was of 13.50 lakh in comparison to last years' revenue of 45.20 lakh.In term of Profit before/after taxation the Company has earned a Profit/(Loss) of (3.30)lakh from Entertainment Segment in comparison to last years' Profit/(Loss) of (10.01)lakh from Finance & Investment Segment the Profit/(Loss) before/after Tax was of(4.62) lakh in comparison to last years' Profit/(Loss) of (15.48) lakh.

During the current financial year the Company has sold its entire stake in itssubsidiary Company viz. JMD Medico Services Limited due to continuous losses from saidSubsidiary upon getting approval of Shareholders in the 36th AGM held on 25thSeptember 2020. The Company has incurred loss of 216.60 on account of Sale of itsSubsidiary Company.

Apart from above the Company has also suffered losses due to cyclone“Amphan” occurred on 20th May 2020 at Kolkata West Bengal. The waterhas been lodged in its Studio located at Park Street (Basement) in Kolkata. MusicInstruments together with Master Compact Discs (MCD) have also been damaged due to waterlodged and remained in the premises for about 10 days. The total losses incurred due tothe damage of assets of the Company were of 112.67 Lakh.

DIVIDEND AND RESERVES

In view of Losses your Directors do not propose any dividend for the year underreview.

During the year under review Nil was transferred to General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2021 was 14.4292 Crore. During theyear under review the Company has not issued any share with differential voting rights;nor granted stock options nor sweat equity. As on March 31 2021 none of the Directorsand/or Key Managerial Person of the Company hold instruments convertible in to EquityShares of the Company.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2021 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits/(losses) and cash flows for the year ended March 31 2021. Accounting policieshave been consistently applied except where a newly issued accounting standard ifinitially adopted or a revision to an existing accounting standard requires a change inthe accounting policy hitherto in use. Management evaluates all recently issued or revisedaccounting standards on an ongoing basis. The Company discloses standalone financialresults on a quarterly basis which are subjected to limited review and publishesstandalone audited financial results on an annual basis. There is no audit qualificationin the standalone financial statements by the statutory auditors for the year underreview.

BUSINESS SEGMENT

Your Company is into the business of Entertainment Segment (Music Industries) as wellas in to the Finance & Investments in accordance with the Accounting Standard 17notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS GUARANTEES & INVESTMENTS

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company. Therequisite details under Form AOC-2 in Annexure III have been provided elsewhere in thisReport. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has beenmade in the notes to the Financial Statements. All Related Party Transactions are placedbefore the Audit Committee for approval. Omnibus approval was obtained on a yearly basisfor transactions which are of repetitive nature. Transactions entered into pursuant toomnibus approval are verified by the Risk Assurance Department and a statement givingdetails of all Related Party Transactions are placed before the Audit Committee and theBoard for review and approval on a quarterly basis. None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company The Company has put in placea mechanism for certifying the Related Party Transactions Statements placed before theAudit Committee and the Board of Directors from an Independent Chartered Accountant Firm.The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-a-vis the Company except remuneration and sitting fees.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34(3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.

CHANGE IN NATURE OF BUSINESS IF ANY.

There are no changes in the nature of business in the financial year 2020-21.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. In Compliance with Section 149 (7) read with Schedule IV of the CompaniesAct 2013 and Regulations 25(3) of the SEBI LODR Regulations 2015 a separate BoardMeeting of Independent Directors of the Company was held on March 19 2021 wherein thefollowing items in agenda were discussed: reviewed the performance of Non-IndependentDirectors and the Board as a whole. reviewed the performance of the Chairperson of thecompany taking into account the views of Executive Directors and Non-Executive Directors;Assessed the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The Board evaluates its composition to ensure that the Board has theappropriate mix of skills experience independence and knowledge to ensure theircontinued effectiveness. In the table below the specific areas of focus or expertise ofindividual Board members have been highlighted.

Matrix setting out the skills/expertise/competence of the board of directors

No. Essential Core skills/expertise/competencies required for the Company Core skills/expertise/competencies of all the Directors on the Board of the Company
1 Strategic and Business Leadership The Directors and especially the Managing Director have many years of experience.
2 Financial expertise The Board has eminent business leaders with deep knowledge of finance and business.
3 Governance Compliance and Regulatory The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4 Knowledge and expertise of Trade and Technology The Directors have profound knowledge of economic Affairs trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during thefinancial year 2020-21 are given in the separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

MANAGEMENT

There is no change in Management of the Company during the year under review.

EXECUTIVE DIRECTORS

There was no change in the Executive Directors during the year under review.

Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.

INDEPENDENT DIRECTORS & KMPs

During the current financial year the Company has appointed Ms. Sunita Rani Parida asa Non-Executive Independent Director of the Company to fill-up vacancy caused due to theresignation of Mrs. Saroj Devi Kothari from the Board and Committees due to theirpre-occupation and other commitments. Further we hereby confirm that there are no othermaterial reasons other than those provided in respect of resignation tendered by Mrs.Saroj Devi Kothari Independent Director. Apart from this sole instance there is nochange in the composition of Board. As per provisions of Section 149 of the 2013 Actindependent directors shall hold office for a term up to five consecutive years on theboard of a company but shall be eligible for re-appointment for another term up to fiveyears on passing of a special resolution by the company and disclosure of such appointmentin Board's Report. Further Section 152 of the Act provides that the independent directorsshall not be liable to retire by rotation in the Annual General Meeting (‘AGM') ofthe Company. As per requirements of Regulation 25 of Listing Regulations a person shallnot serve as an independent director in more than seven listed entities: provided that anyperson who is serving as a whole time director in any listed entity shall serve as anindependent director in not more than three listed entities. Further independentdirectors of the listed entity shall hold at least one meeting in a year without thepresence of non-independent directors and members of the management and all theindependent directors shall strive to be present at such meeting. In the opinion of theBoard the Independent Directors possess the requisite expertise and experience and arethe persons of high integrity and repute. They fulfill the conditions specified in theCompanies Act 2013 and the Rules made thereunder and are independent of the management.The details of programme for familiarization of Independent Directors with the Companynature of the business segments in which the Company operates and related matters are putup on the website of the Company. Further the Independent Directors have confirmed thatthey have complied with the Company's Code of Business Conduct & Ethics. The Changesamong Directors and KMPs during the current financial year has been stated herein below -

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No. Name Designation Date of Appointment Date of Resignation
1. Mrs. Saroj Devi Kothari Independent Director - 20th Nov 2020
2. Ms. Sunita Rani Parida Independent Director 20th Nov 2020 -
3. Praveen Kr. Gupta Company Secretary 30th March 2021 -

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

All the Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules. In terms ofRegulation 25(8) of Listing Regulations they have confirmed that they are not aware ofany circumstance or situation which exists or may be reasonably anticipated that couldimpair or impact their liability to discharge their duties. Based on the declarationreceived from Independent Directors the Board of Directors have confirmed that they meetthe criteria of Independence as mentioned under Section 149 of the Companies Act 2013 andRegulation 16(1)(b) of Listing Regulations and they are independent of the management.

EVALUATION OF DIRECTORS BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy forperformance evaluation of the individual directors Board and its Committees whichincludes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policydevised by the NRC the Board has carried out an annual performance evaluation of its ownperformance its committees and individual directors. The Board performance was evaluatedbased on inputs received from all the Directors after considering criteria such as Boardcomposition and structure effectiveness of Board and information provided to the Boardetc. The performance of the committees was evaluated by the Board of Directors based oninputs received from all the committee members after considering criteria such ascomposition and structure of committees effectiveness of committee meetings etc.Pursuant to the Listing Regulations performance evaluation of independent directors wasdone by the entire board excluding the independent director being evaluated. A separatemeeting of the Independent Directors was also held for the evaluation of the performanceof non-independent Directors performance of the Board as a whole and that of the Chairmanof the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS

Following are the details of Orders passed by Regulators Tribunals or Courts

SEBI vides its' interim order No. WTM/MPB/ISD/26/2017 dated September 14 2017 hasordered for the forensic Audit of the Books of Accounts of the Company and the observationreport of the Forensic Auditors is still awaited. The Shares of the Company have beenplaced under GSM Stage VI based vide Exchange BSE Notice no. 20190903-37 dated Sept 32019 for non-payment of Listing Fees for last 2 financial years. The trading in the EquityShares of the Company is under suspension due to non-payment of Listing Fees for FY2020-21.

The Company is in violation of Regulation 6 for non-appointment of qualified CompanySecretary as Compliance Officer up to 29th March 2021.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

Members are aware to the fact that cyclone Amphan has hit Kolkata West Bengal on 20thMay 2020 and has damaged huge properties as well as lives in West Bengal especially inthe Kolkata and its surrounded areas. Further the Company was having its Recording Studioin the Park Street Kolkata 700 018 which was located in the basement of building premises.The lodge of water in the Studio was for 10 days approximately. The longer period of waterlodging has destroyed the Master Copies or Music Rights as well as entire recordinginstruments of the company. After evacuation of water the Company is now able to reach toits Studio and is assessing the damage caused due to the same. In present scenario It isdifficult to figure out the exact quantum of losses however in primary assessment it of112.67 Lakhs.

During the current financial year the Company has sold its entire stake in itssubsidiary Company viz. JMD Medico Services Limited due to continuous losses from saidSubsidiary upon getting approval of Shareholders in the 36th AGM held on 25thSeptember 2020. The Company has incurred loss of 216.60 on account of Sale of itsSubsidiary Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors confirms that:

1. In the preparation of the annual accounts for the year ended 31st March2021 all the applicable accounting standards prescribed by the Institute of CharteredAccountants of India have been followed along with proper explanation relating to materialdepartures if any; 2. the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the profit of the Company for the year ended on that date;

3. that 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;4. that the Directors had prepared the annual accounts on a going concern basis; 5. thatthe Directors had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and 6.that the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

The Company is exposed to credit liquidity and interest rate risk. On the other handinvestment in Stock Market both in Quoted and Unquoted Shares have the risk of change inthe price and value both in term of up and down and thus can affect the profitability ofthe Company. Risk management is embedded in your Company's operating framework. YourCompany believes that managing risks helps in maximizing returns. The Company's approachto addressing business risks is comprehensive and includes periodic review of such risksand a framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.However the Company is not required to constitute Risk Management Committee under ListingRegulations 2015.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2020-21.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement is prepared in accordance with the Act and therelevant accounting standards and forms part of this annual report.

NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has adopted a Whistle BlowerPolicy / Vigil Mechanism and has established the necessary vigil mechanism for DirectorsEmployees and Stakeholders of the Company to report genuine concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy. The Company has disclosed the policy on the website of the Company i.e.www.jmdlimited.co.in

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.

AUDITORS Statutory Auditors

Messrs Mahato Prabir & Associates Chartered Accountants Kolkata (FRN - 325966E)were appointed as Statutory Auditors of the Company for a period of five consecutive yearsat the 35th Annual General Meeting (AGM) of the Members held on September 232019 on a remuneration mutually agreed upon by the Board of Directors and the StatutoryAuditors. Their appointment was subject to ratification by the Members at every subsequentAGM held after the AGM held on September 25 2019. Pursuant to the amendments made toSection 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought. There is no audit qualification reservation or adverseremark for the year under review.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasre-appointed Mr. Sanjay Kumar Vyas Company Secretaries in Practice (C. P. No. 21598) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportin the prescribed Form MR-3 is annexed elsewhere in this Annual Report as Annexure II.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s. S. Gattani &Co. Chartered Accountant Firm Kolkata (FRN - 326788E). The main thrust of internal auditis to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the KeyManagerial Personnel are periodically apprised of the internal audit findings andcorrective actions taken. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2021 made under theprovisions of Section 92(3) of the Act is attached as Annexure III to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder this is tocertify and declare that there was no case of sexual harassment during the year underreview. Neither there was a case pending at the opening of Financial Year nor has theCompany received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing and investment activities in Sharesand Securities; the information regarding Conservation of Energy Technology AbsorptionAdoption and Innovation as defined under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is reported to be NIL. TheDisclosure required under Section 197(12) of the Act read with the Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure ‘V' and forms an integral part of this Report.

A statement comprising the names of top employees in terms of remuneration drawn andevery persons employed throughout the year who were in receipt of remuneration in termsof Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as Annexure ‘VI' and forms an integral part of this annualreport. The above Annexure is not being sent along with this annual report to the membersof the Company in line with the provisions of Section 136(1) of the Act. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Registered Office of the Company 21 days before and up to the date ofthe ensuing Annual General Meeting during the business hours on working days. None of theemployees listed in the said Annexure is a relative of any Director of the Company. Noneof the employees hold (by himself or along with his spouse and dependent children) morethan two percent of the Equity Shares of the Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchangesthe disclosure of Report under of Regulation 34(2) of the Listing Regulations is notapplicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is notrequired pursuant to Section 148(1) of the Companies Act 2013 read with Rule 3 ofCompanies (Cost Records and Audit) Rules 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer for the Financial Year 2020-21.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors and the Secretarial Auditors havenot reported any instances of frauds committed in the Company by its officers or employeesof Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicablemandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.

GENERAL

Your Directors state that during Financial Year 2020-21:

The Company has not issued any Equity Shares with differential rights as to DividendVoting or otherwise. The Company has not issued any Sweat Equity Shares during the year.There are no significant or material orders passed against the Company by the Regulatorsor Courts of Tribunals during the year ended March 31 2021 which would impact the goingconcern status of the Company and its future operations.

The Central Government has not prescribed the maintenance of cost records for any ofthe products of the Company under sub-section (1) of Section 148 of the Companies Act2013 and the Rules framed there under. There is no change in nature of business of theCompany during the year.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be“forward-looking statements” within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance andguidance provided by the Reserve Bank of India the Ministry of Corporate Affairs theSecurities and Exchange Board of India government and other regulatory Authorities stockexchanges other statutory bodies Company's bankers Members and employees of the Companyfor the assistance cooperation and encouragement and continued support extended to theCompany. Your Directors also gratefully acknowledge all stakeholders of the Company viz.customers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. Our employees are instrumental in helping theCompany scale new heights year after year. Their commitment and contribution is deeplyacknowledged. Your involvement as shareholders is also greatly valued. Your Directors lookforward to your continuing support.

Mumbai June 23 2021 By order of the Board
For JMD VENTURES LIMITED
Registered Office:
Unit No. 323 & 324 3rd Floor Bldg. No. Dhruva Narayan Jha
Laxmi Plaza New Link Road DIN: 01286654
Andheri (W) Mumbai 400 053 Managing Director

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