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Joindre Capital Services Ltd.

BSE: 531861 Sector: Financials
NSE: N.A. ISIN Code: INE024B01010
BSE 09:21 | 17 Jan 35.00 -0.10
(-0.28%)
OPEN

35.50

HIGH

35.50

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35.00

NSE 05:30 | 01 Jan Joindre Capital Services Ltd
OPEN 35.50
PREVIOUS CLOSE 35.10
VOLUME 341
52-Week high 38.75
52-Week low 14.10
P/E 8.60
Mkt Cap.(Rs cr) 48
Buy Price 33.35
Buy Qty 500.00
Sell Price 35.00
Sell Qty 31.00
OPEN 35.50
CLOSE 35.10
VOLUME 341
52-Week high 38.75
52-Week low 14.10
P/E 8.60
Mkt Cap.(Rs cr) 48
Buy Price 33.35
Buy Qty 500.00
Sell Price 35.00
Sell Qty 31.00

Joindre Capital Services Ltd. (JOINDRECAPITAL) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members

The Board of Directors are pleased to present herewith the Twenty-sixth Annual Reportof your Company together with the Audited Financial Statements for the financial yearended 31st March 2021. The Management Discussion and Analysis has also been incorporatedinto this report.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars Year Ended 31st March 2021 Year Ended 31st March 2020
Gross Total Income 2818.37 2085.94
Expenditure 2299.39 1883.49
Finance Cost 36.84 28.16
Gross Profit ( Loss ) 482.14 174.29
Depreciation 16.11 13.90
Profit/(Loss) Before Tax 466.03 160.39
Tax Expenses
Current 106.50 13.50
MAT credit entitlement 20.05 28.25
Deferred 4.97 0.06
Provision for Earlier Year 3.22 (0.04)
Profit (Loss) for the Tax 331.29 118.62
Other Comprehensive Income 197.08 (48.82)
Total Comprehensive Income for the year 528.37 69.80
Balance B/f from Last Year 4600.39 4655.49
Appropriations:
Final Dividend paid (83.02) (103.77)
Tax on Equity Dividend - (21.13)
Balance c/f to the Balance Sheet 5045.74 4600.39

2. OVERVIEW OF FINANCIAL PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSE Ltd in their Cash andDreivative segment and National Stock Exchange of India Ltd in their Cash DerivativeCurrency Derivative segment. and providing Capital Market services through the network ofbranches and authorised persons and remisers.

The Company is also a Depository Participant of Central Depository Services (I) Ltd andproviding the depository services to the Clients.

Total Income for the year increased to Rs. 2818.37 lakhs as compared to Rs. 2085.94lakhs last year. Total profit before tax for the year was Rs.466.03 lakhs as against Rs.160.39 lakhs last year the profit after tax was Rs.331.29 lakhs as against Rs. 118.62lakhs last year and the total comprehensive Income for the year was Rs. 528.37 as againstRs. 69.80 last year.

M/s. Joindre Commodities Ltd. a subsidiary of the Company is providing services fortrading in commodity futures as a members of National Commodity & Derivatives ExchangeLimited and Multi Commodity Exchange of India Ltd.

3. PORTFOLIO MANAGER SERVICES

The Company has been offering Portfolio Manager Services (PMS) to it's Clients.

4. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.00 per Equity Share of Rs.10/- each for the financial year 2020-21 as compared to Rs. 0.60 for the previous year.The total outgo for the year amounts to Rs 138.36 lakhs as compared to Rs. 83.02 lakhslast year.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2021 was Rs. 1383.64 Lakhs. Duringthe year under review the Company has not issued any shares with differential votingrights nor granted stock options nor sweat equity. As on 31st March 2021 the Directorsof the Company hold the Equity Shares of the Company as follows:

Name of the Director Designation Number of Shares % of Total Capital
Mr. Anil Mutha Chairman 1771000 12.80
Mr. Dinesh Khandelwal Whole Time Director 771600 5.58
Mr. Paras Bathia Whole Time Director 1266850 9.16
Mr. Subhash Agarwal Whole Time Director 565450 4.09
Mr. Sunil Jain Whole Time Director 470160 3.40
Mrs. Jeha Sanjay Shah Independent Director Nil NA
Mr. Sanjay Jain Independent Director 3600 0.03
Mr. Ravi Jain Independent Director Nil NA
Mrs. Sonali Chaudhary Independent Director Nil NA
Mr. Veepin Thokal Independent Director 1000 0.00

6. FINANCE

Cash and cash equivalent as at 31st March 2021 was Rs. 8594.56 lakhs. The Companycontinues to focus on judicious management of its Working Capital. Receivables and otherWorking Capital parameters were kept under strict check through continuous monitoring.

7. 7.1 DEPOSITS

The Company has not accepted deposit falling within the ambit of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Hence therequirement for furnishing details of deposits which are not in compliance with Chapter Vof the Act is not applicable. The company has accepted exempted deposit i.e. loan fromBank amounting to 950.05 lakhs as at 31st March 2021. Form DPT-3-Return ofDeposits is being filed with the MCA.

7.2 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

7.3 TRANSFER TO RESERVES

The Board do not propose to transfer any amount to General Reserve or any otherReserves.

8. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility underSection 135 of the Companies Act 2013 is not applicable to the Company.

9. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stock broking through the network ofbranches and authorised persons. The Compliance Department ensures that various existingpolicies regarding registration of clients risks relating to client level dealing inpenny stocks exposure limit brokerage rates suspending/ closure of client's accountetc. are in place in compliance with the Exchange Rules and Regulations so that businessrisk is minimised and there are no penal action by the Regulatory Authorities. The Companyhas taken adequate measures to secure interest of the clients. The Trader Terminalprovided to the client offer on line real time data such as ledger balance of stock andfunds position etc. Company transfers clients' funds and securities to their designatedbank and demat account and all receipt and payment from/ to clients are through accountpayee cheque only and no cash payment/acceptance is permitted. Your Company's riskmanagement system comprises of prudential norms timely reporting and stringent controls.The various policies of the company internal control systems ensures operationalefficiency and mitigate risk. Technology is an integral part of the Company's businessoperations and hence to mitigate the risk to technology failure your company has taken upsteps like use of sophisticated firewalls to protect the IT infrastructure fromhacking/data leakage and security breaches multiple options for internet bandwidth andinternet connectivity. The Client level risk in broking operations is managed throughsystem.

Risks Management Committee: Though under Regulation 21 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 it is not mandatory for the Company toconstitute Risks Management Committee however the Company has formed the RisksManagement Committee. In the board meeting there is a formal discussion on identifyingrisk to the business and how to mitigate the same. The Board periodically reviews thecompany's financial and risk management policies systems and framework and ensures thatrisk is minimised.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System commensurate with the nature ofbusiness size and scale of its operations. The Company monitors and evaluates theefficacy and adequacy of internal financial control system its compliance with operatingsystems accounting procedures and other policies of the Company. Based on the report ofStatutory Auditors as well as periodic internal audit function carried out by a firm ofChartered Accountant corrective action in the respective areas is taken therebystrengthen the financial controls. The significant audit observations and correctiveactions thereon are presented to the Audit Committee and the Board periodically. Alsothere is a full fledged Compliance Department to ensure statutory compliances.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism through a Whistle Blower Policy for Employees to dealwith instance of fraud and mismanagement if any. The details of the Whistle Blower Policyis explained in the Corporate Governance Report.

12. SUBSIDIARY COMPANY

The Company has one wholly Owned Subsidiary Company M/s. Joindre Commodities Ltd(JCL).The salient features of financial statement of the Subsidiary pursuant to the firstproviso to sub-section 3 of section 129 of the Companies Act 2013 read with rule 5 ofthe Companies (Accounts) Rule 2014 in the Form AOC-1 is given below:

(Rs in Lakhs)

Particulars Joindre Commodities Ltd
1 Reporting Period April 2020 to March 2021
2 Reporting Currency Rupees
3 Country India
4 Exchange Rate NA.
5 Share Capital 75.00
6 Reserves and Surplus 43.90
7 Total Assets 383.95
8 Total Liabilities 383.95
9 Investment other than Investment in subsidiary Nil
10 Turnover 1.19
11 Profit before taxation (6.54)
12 Provision for Taxation 1.70
13 Profit after taxation (4.84)
14 Proposed Dividend Nil

13. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Sunil Jain (DIN 00025926) and Mr. Anil Mutha (DIN 00051924)Whole Time Directors ofthe Company retire by rotation at the ensuing Annual General Meeting and being eligibleoffer themselves for re-appointment.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of finance peoplemanagement strategy auditing tax advisory services and they hold highest standards ofintegrity.

Regarding proficiency the Company has adopted requisite steps towards the inclusion ofthe names of all Independent Directors in the data bank maintained with the IndianInstitute of Corporate Affairs Manesar ('IICA'). Accordingly the Independent Directorsof the Company have registered themselves with the IICA for the said purpose. In terms ofSection 150 of the Act read with Rule 6 (4) of the Companies (Appointment &Qualification of Directors) Rules 2014 certain Independent Directors are required toundertake online proficiency self-assessment test conducted by the IICA within a period ofone (1) year from the date of inclusion of their names in the data bank. Those IndependentDirectors who have to undertake online proficiency self-assessment test will appear forthe same.

13.1 PERFORMANCE EVALUATION OF BOARD AND ITS' COMMITTEES

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Committee Nomination and Remuneration Committee.The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

13.2 REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13.3 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The details of Board Meetings and various Committee Meetings are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013/SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

13.4 FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of the Company itsmanagement and provides overall capital market perspective and the issues faced by themarket. The details of familiarization programme is explained in the Corporate GovernanceReport and are also available on the Company's website under the head Investor Relations

13.5 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed both under Companies Act andSebi (Listing Obligations and Disclosure Requirements) Regulations 2015.

13.6 KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of your Companypursuant to Section 2(51) and Section 203 of the Act read with Rule 8(5)(iii) of theCompanies (Accounts) Rules 2014 framed thereunder:

1. Mr. Anil Mutha - Chairman/Whole-time Director

2. Mr. Dinesh Khandelwal - Whole-time Director

3. Mr. Paras Bathia - Whole-time Director

4. Mr. Subhash Agarwal - Whole-time Director

5. Mr. Sunil Jain - Whole-time Director

6. Mr. Vijay Pednekar - Company Secretary

7. Mr. Pramod Surana - Chief Financial Officer

None of the Key Managerial Personnel has resigned during the year under review.

None of the Directors have attained the age of 75 years.

14. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended 31stMarch 2021 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March 2021 and of theprofit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions i.e. transactions exceeding ten per cent of annualconsolidated turnover as per the last audited financial statements were entered by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large. Accordinglythe disclosure of related party transactions as required under Section 134(3) (h) of theCompanies Act 2013 in form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on yearly basisfor the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are at arms' length and astatement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors for their approval on a quarterly basis. The policyon Related Party Transactions as approved by the Board is uploaded on the Company'swebsite. The policy ensures that proper reporting approval and disclosure process are inplace for all transactions between the Company and the related parties.

16. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT 2013

No material changes and commitments which could affect your Company's financialposition have occurred between the end of the financial year of your Company i.e. 31stMarch 2021 and date of this report i.e. June 29 2021.

17. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

During the year 2020-21 no Unclaimed/Unpaid Dividend was required to be transferred toInvestor Education and Protection Fund established by the Central Government incompliance with Section 125 of the Companies Act 2013 read with the Investor Educationand Protection Fund (Accounting Audit Transfer and Refund) Rules 2016 as no dividendwas declared by the Company during the financial year 2013-14.

18. TRANSFER OF EQUITY SHARES IN RESPECT OF UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOREDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the Companies Act read with Investor Education &Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 and theNotifications issued by the Ministry of Corporate Affairs from time to time the Companyis required to transfer the shares in respect of which dividends have remained unpaid/unclaimed for a period of seven (7) consecutive years or more to the IEPF Accountestablished by the Central Government. Accordingly during the financial year 2021 yourCompany has transferred 41236 Equity Shares of face value of Rs. 10 each in respect of 91shareholders to the credit of Demat Account of IEPF Authority held with CDSL.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

20. AUDITORS

20.1 STATUTORY AUDITORS

The members of the Company at the 24th Annual General Meeting had appointed M/s S.Rakhecha & Company Chartered Accountants as the Statutory Auditors of the Companyfor a term of five consecutive years till the conclusion of 29th Annual General Meeting tobe held in the year 2024. The Auditors have under Section 139(1) of the Companies Act2013 and the Rules framed thereunder furnished a certificate of their eligibility andhave confirmed their willingness and eligibility to act as statutory auditor of theCompany for financial year 2021-22.

The statutory auditors have also furnished a declaration confirming their independenceas well as their arm's length relationship with your Company as well as declaring thatthey have not taken up any prohibited non-audit assignments for your Company. The AuditCommittee reviews the independence of the statutory auditors and the effectiveness of theaudit process.

The notes on the financial statement referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The Auditors Report does not containany qualification reservations or adverse remark.

20.2 SECRETARIAL AUDIT

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 hasappointed M/s. .P. P. Shah & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure A". The Secretarial Audit Report does not contain any qualification oradverse remarks.

21. REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditors nor the SecretarialAuditors have reported to the Audit Committee of the Board under Section 143(12) of theAct any instances of fraud committed against your Company by its officers or employeesthe details of which would need to be mentioned in this Report.

22. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review your Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

23. CORPORATE GOVERNANCE

The Board of Directors affirm their continued commitment to good corporate governancepractices. During the year under review the Company complied with the provisions relatingto corporate governance as provided under the Listing Regulations. The compliance reporttogether with a certificate from the Company's Secretarial Auditors M/s. P. P. Shah &Co. Practicing Company Secretaries confirming the compliance is provided in the Report onCorporate Governance which forms part of the Annual Report.

24. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has been taking all the possible measures to conserve the energy and useand adopt best technology available in the market.

I) Energy Conservation:

In order to conserve the energy the Company has taken the following steps:

a) replacement of old computers and office equipments with power savings devices as andwhen required.

b) Switching of lights when not required.

c) Minimizing usage of Air conditioners

II) Technology absorption:

The Company has full-fledged IT Department which keeps abreast of technologicaladvancement and try and adopt the same for day to day operations. The Company offers userfriendly trading terminals and trading platforms to its clients. The Company has in placeWide Area Networking high breed lease lines Risk Management software etc..

III) There is no Foreign Exchange earnings and outgo during the year.

25. ANNUAL RETURN

A copy of Annual Return as provided under Section 92(3) of the Companies Act 2013 inthe prescribed format which will be filed with MCA is available on the Company's websiteat https://www.joindre.com.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information relating to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure "B".

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company are not applicable to the Company as no Employee of the Company is inreceipt of remuneration of Rs. 6000000/- p.a. or Rs. 500000/- p.m.

27. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Annual Financial Statements of your Company for the financialyear 2020- 21 are prepared in compliance with the applicable provisions of the CompaniesAct 2013 including Indian Accounting Standards specified under Section 133 of theCompanies Act 2013. The Audited Consolidated Annual Financial Statements together withthe Auditors' Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act 2013 a statement containing salientfeatures of the Financial Statements of the subsidiary company in the prescribed Form AOC- 1 are provided at Point 12 of the Boards Report which forms part of the Annual Report.The Financial Statements are also available on the website of the company atwww.joindre.com under investors relations section.

28. LISTING OF SHARES

The Company's shares are listed on BSE Ltd. Mumbai and the Company has paid theListing Fees for the same.

29. WHOLE-TIME DIRECTOR & CFO CERTIFICATION

The Certificate from Mr. Anil Mutha Mr. Dinesh Khandelwal Mr. Paras Bathia Mr.Subhash Agarwal and Mr. Sunil Jain Whole-Time Director and Mr. Pramod Surana CFOpursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for the year under review was placed before the Board of Directors ofyour Company at its meeting held on June 29 2021. The certificate is attached and formpart of this Report.

30. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Pradip Shah of M/s. P. P. Shah & Co. Practicing Company Secretaries haveissued a certificate as required under the SEBI (LODR) Regulations 2015 confirming thatnone of the Directors on the Board of your Company have been debarred or disqualified frombeing appointed or continuing as Director of companies by the SEBI/Ministry of CorporateAffairs or any such statutory Authority. The certificate is attached and form part of thisReport.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Pradip Shah of M/s. P. P. Shah & Co. Practicing Company Secretaries hasissued Annual Secretarial Compliance Report for the financial year ended 31st March 2021pursuant to Regulation 24A of the SEBI (LODR) Regulations 2015 which covers a broad checkon compliance with the applicable SEBI Regulations and circulars/guidelines issuedthereunder on an annual basis. The Report has been filed with BSE Limited. The said reportdoes not contain any qualification or adverse remarks except observations made in theprevious year report which is stated below:

Observations of the Practicing Company Secretary in the previous- reports Observations made in the secretarial compliance report for the year ended 31st March 2020 Actions taken by the listed entity if any Comments of the Practicing Company Secretary on the actions taken by the listed entity
1. Non compliance with the requirements pertaining to the composition of the Board including failure to appoint woman director. Fine of Rs. 542800 (Including 18% GST) for the quarter ended 30thSeptember 2019. Refer Note 1 below The Company had requested BSE Limited to waive the fine. The same is pending with BSE Limited.
2. Non compliance with the constitution of Nomination and Remuneration Committee Fine of Rs. 217120 + 18% GST for the quarter ended 30th September 2019. Refer Note 2 below BSE Limited has rejected the request for waiver and imposed the fine of Rs. 217120 + 18% GST for the quarter ended 30th September 2019. Refer Note 2 below.

Managements' response:

In respect of the Corporate Governance Report for the quarter ended 30-09-2019 filedwith BSE Ltd the Company had received a notice from BSE Ltd stating non-compliancepertaining to certain provision of the SEBI (LODR) Regulations 2015 for which the Companyhas made the following submission:

Note 1: The Company has replied to the BSE that at any point of time the Board ofthe Company consisted of 5 Whole Time Directors and 5 Non Executive Directors (includingone Woman Director) totaling 10 Directors which is optimum combination of Executive andNon Executive Directors in terms of Regulation 17 (1) of SEBI (LODR) Regulations 2015.Accordingly the Company had requested BSE Limited to waive the fine. The same is pendingwith BSE Limited.

Note 2:The Company has replied to the BSE that as per the requirement of regulation19 (1) (a) the Nomination and Remuneration Committee shall comprise of at least threeDirectors. As per Regulation 19 (1) (c) at least fifty percent of the Directors shall beindependent directors. Further as per Regulation 19 (2) the Chairman of the Committee isNon Executive Independent Director.

In the instant case out of the total four members three members were Non-ExecutiveIndependent Directors and one member was an Executive Director. Further the Chairman ofthe Committee was Non-Executive Independent Director. The Regulation do not prohibit theappointment Executive Directors as its member (in view of Regulation 19 (2) whichprovides that chairperson of the listed entity whether executive or non executive may beappointed as a member of the Committee and shall not chair the Committee). In our caseone member who was an Executive Director had never chaired any Nomination andRemuneration Committee.

Accordingly the Company had requested BSE Limited to waive the fine. In this regardBSE vide their email dated 28-09-2020 has informed that the company's representation forwaiver of fine was placed before the "Committee for Reviewing Representations forWaiver of Fines levied under Standard Operating Procedure (SOP)". After consideringthe facts of the case the written submissions made by the company the Committee decidedthat the request for waiver of fines could not be acceded to as the reason cited by thecompany does not amount to impossibility of performance by the company and accordinglydoes not fall under the carve out jointly formulated by BSE and NSE and noted by SEBI.

The Company feels that the facts relating to the issues involved have not beenproperly represented by the Exchange Officials before the Committee which has resulted indeclining the waiver request of the Company. Under the circumstances the Company hasrequested the Exchange Officials vide email dated 12-10-2020 for granting an opportunityof personal hearing before the Committee. However the matter could not progress furtherdue to lockdown on account of Covid and the same is pending with BSE.

32. CAUTIONARY STATEMENT

Statements in the Board of Directors Report and the Management Discussion &Analysis describing the Company's objectives expectations or forecasts may beforward-looking within the meaning of applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include global economy governmentregulations tax laws economic developments within the country and market sentiment.

33. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March 2021 your Company and its subsidiaries have paid aconsolidated sum of Rs. 775000/- to the Statutory Auditor and all its entities.

34. INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the company under the Insolvency andBankruptcy Code 2016.

35. ONETIME SETTLEMENT WITH BANKS

The company has not made one time settlement with the Banks or Financial Institutions.

36. INDUSTRY STRUCTURE AND DEVELOPMENTS

The main activity of the Company is retail broking through network of branches andauthorized persons. The internet based trading facilities offered by the company ispopular and widely used by the clients and viewers. The Company offers Research Report andfinancial updates to Individual Clients. The Company is also rendering Depository Servicesto its clients.

37. OPPORTUNITIES AND THREATS

The COVID-19 pandemic has affected every industry and has disrupted trade supplychains work and business models employment and consumer behaviors. Almost all thesectors have been adversely affected as domestic demand and exports sharply plummeted withsome notable exceptions where high growth was observed. The impact of slowing down ofeconomy on capital market has been favourable.

We expect that market will remain volatile on account of the continuing threat of thepandemic globally and the resultant economic slowdown worldwide. This may have an adverseimpact on the capital market.

38. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The Company has been rendering Capital Market Services and hence there is no separatesegment reporting.

39. ANALYSIS OF FINANCIAL PERFORMANCE

Particulars FY 2020-2021 FY 2019-2020
1 Debtor Turnover Ratio 5.69 2.36
2 Inventory Turnover Ratio - -
3 Interest Coverage Ratio 13.65 6.69
4 Current Ratio 0.41 1.30
5 Debt Equity Ratio 0.15 -
6 Operating Profit Margin 17.84 46.41
7 Net Profit Margin 11.75 5.70
8 Return on Net Worth 5.15 1.98

40. OUTLOOK

The strict lockdowns imposed by the Government on account of Covid-19 impacted theeconomic activity considerably however the impact on Capital Markets has beenfavourable. The supportive monetary and fiscal measures by the Government have worked tothe advantage of the economy in combating the slowdown which has in turn helped thecapital market sentiment cheerful and optimistic. This has helped in attracting morenumber of investors / clients and ultimately increasing the trading volumes.

After delivering healthy returns between April-December 2020 rally in equity marketscontinued in Current Year 2021. NIFTY and BSE SENSEX reached record high during January2021.

We expect the market would continue to remain volatile on account of the continuingthreat of Covid pandemic globally and the lockdown impacting the economic activities.However the push for anti covid vaccination and strong policy support by the Governmentespecially in infrastructure and health care spend etc will help revival of economy andin turn help to improve market sentiment.

41. HUMAN RESOURCES

Your company has been able to employ and retain qualified professionals by offering thechallenging work environment and compensation. The Company provides in house training toits employees. There were 74 employees as at 31-3-2021.

42. FORWARD LOOKING STATEMENT

The Statements made in this report describe the Company's objectives and projectionsthat may be forward looking statements which are based on certain assumptions andexpectations of future events. The Company's actual results may differ materially fromthose projected in any such forward looking statements depending on economic conditionsgovernment policies and decisions which are beyond the control of the Company.

43. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

As required under the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has formed a Committee andalso adopted policy on prevention and redressal of grievance relating to sexual harassmentof women at work place. There were nil complaints pending/received on sexual harassmentduring the year under review.

44. GREEN INITIATIVES

Electronic copies of the Annual Report 2020- 21 and Notice of the 26th Annual GeneralMeeting are sent to all members whose email addresses are registered with yourCompany/Depository Participant(s).

In the past for members who have not registered their email addresses physical copiesof the Annual Report were being sent under Section 101 of the Companies Act 2013 in thepermitted mode. However in view of Covid 19 pandemic the Ministry of Corporate Affairsvide its circular No. 17/2020 dated 13th April 2020 circular no. 20/2020 dated 5th May2020 circular No. 02/2021 dated 13-1-2021 and SEBI vide its circular bearing referenceno. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 andSEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15-01-2021 has dispensed with the requirement ofsending hard copy of full Annual Report to the shareholders. Accordingly Members who havenot registered their email address with the Company or the Depository Participant(s) arerequested to download the copy of the Annual Report from the website of the Company i.e.www.joindre.com or from the website of BSE Limited i.e. www.bseindia.com.

Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant to theSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.

45. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its ShareholdersCustomers Bankers Stock Exchange Authorities and Employees for the cooperation andcontributions made by them at all levels.

By Order of the Board
Anil Mutha Subhash Agarwal
(Chairman) (Whole Time Director)
Place : Mumbai
Date : June 29 2021
Registered Office:
32 Raja Bahadur Mansion
Ground Floor Opp. Bank of Maharashtra
Mumbai Samachar Marg
Fort Mumbai - 400 023.

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