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Jointeca Education Solutions Ltd.

BSE: 534659 Sector: IT
NSE: N.A. ISIN Code: INE131N01018
BSE 00:00 | 19 Jun Jointeca Education Solutions Ltd
NSE 05:30 | 01 Jan Jointeca Education Solutions Ltd
OPEN 11.15
PREVIOUS CLOSE 11.15
VOLUME 8000
52-Week high 20.00
52-Week low 6.86
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.15
CLOSE 11.15
VOLUME 8000
52-Week high 20.00
52-Week low 6.86
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jointeca Education Solutions Ltd. (JOINTECAEDU) - Director Report

Company director report

To

The Members

Your Directors have great pleasure in presenting the Sixth Annual Report and theAudited Accounts of your Company for the year ended 31st March 2017.

FINANCIAL RESULTS

Particulars Year Ended 31.03.2017 (Amount in Rs.) Year Ended 31.03.2016 (Amount in Rs.)
Income from Operations and Other Income 12507385.00 16689000
Profit before Interest & Depreciation 7709034.00 8993248.00
Less: Interest & Bank charges - -
Less: Depreciation 13234008.63 14468320.63
Profit before Tax (5524974.63) (5475072.63)
Less: Provision for Taxation 3673904.65 0
Profit after Tax (9198879.28) (5475072.63)
Add: Surplus brought forward (6132843.82) (657771.19)
Balance carried to Balance Sheet (17800345.07) (6132843.82)

OPERATIONS

The operations of the Company for the year under review have resulted in the Loss ofRs. (5524974.63) as against Rs (5475072.63) in the previous year. After providing forinterest depreciation and taxes the Company has recorded a net loss of Rs.(9198879.28) as against Rs (5475072.63) in the previous year. The gross revenue stoodat Rs 12507385.00 as against Rs.16689000.00 during the previous year.

DIVIDEND

In view of Loss during the year your directors do not recommend any dividend.

SHARE CAPITAL

There was no change in the Authorized and Paid up share capital of the Company duringthe year. During the year under review the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity.

PUBLIC DEPOSITS

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS

The Company has not made any loan or given any Guarantees during the year which arecovered under the provisions of section 186 of the Companies Act 2013. The details of theinvestment made by Company during the year are given in the notes to the financialstatements.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notattracted to the company yet. Therefore Company has not constituted a Corporate SocialResponsibility Committee. The provisions of a Corporate Social Responsibility shall becomplied by the Company as and when applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31st MARCH. 2017 AND 21st AUGUST. 2017 (dateof Report).

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (31st March 2017) and the date ofthe Report (21st August 2017).

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL

The Managing Director and Whole-Time Directors of the Company do not receive anyremuneration from the Company.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

None of the employees of the Company are in receipt of remuneration exceeding the limitprescribed under rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Consequently statement pursuant to Section 197(12) of theCompanies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required to be included.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection at the registered office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary of the Company and the same will be furnished on request.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL

In accordance with the provisions of Companies Act 2013 Mr. Hariom Prasad Agrwal(DIN:) Director retires by rotation and being eligible has offered himself forre-appointment.

Mr. Vishal Mishra Managing Director & CEO and Mr. Alok Mittal Chief FinancialOfficer of the Company are the Key Managerial Personnel of the Company in accordance withthe provisions of Sections 2(51) 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. During the year Mr.Umesh Chand Sharma and Mr. Alok Kumar Mittal resigned from the directorship of theCompany.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of ‘Independent Director' as mentioned under Regulation 16(l)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Theconfirmations were placed before and noted by the Board.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of companies Act 2013 and in accordance with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the Directors individually as wellthe evaluation of the working of its Audit Nomination & Remuneration and StakeholderRelationship Committee.

The directors expressed their satisfaction with the evaluation process.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adhered to the principles ofsound risk management and has a Risk Management Policy in Place.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulations the Company has a whistle blower policy in place for its Directors andEmployees to report concern about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct. The functioning of the vigil mechanism isreviewed by the Audit Committee from time to time. None of the Directors or employees havebeen denied access to the Audit Committee of the Board. During the year under review theCompany did not receive any compliant under the said Mechanism.

BOARD COMMITTEES

The Board of Directors has constituted four committees viz;

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder's Relationship Committee

Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance.

BOARD MEETINGS

During the year four Board Meetings were held. The details of which are given inCorporate Governance Report. The provisions of Companies Act 2013 and listing agreementwere adhered to while considering the time gap between the two meetings.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section on 134(3)(c) read with Section 134(5) of the Companies Act 2013your Directors confirms that:

a) that in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 312017 and of the Losses of the Company for the year ended on thatdate;

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.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

All Related Party Transactions are placed before the Audit Committee & Board fortheir approval.

All the properties of the Company are adequately insured. The Company is alsoadequately insured for its activities as stock & currency brokers and depositoryparticipant.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION ANDREDRESSAL) ACT 2013.

The Company has zero tolerance for sexual harassment at work place and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the rules framed thereunder.

Your Directors further state that as on date there is no case filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to the Company'sBankers Educational Institutions Customers and other Authorities for their supportco-operation guidance and assistance. The Board is also grateful to the shareholders fortheir continued confidence. The Board of Directors takes this opportunity to express theirappreciation of the sincere efforts put in by the staff and executives at all the levelsand hopes that they would continue their dedicated efforts in the future too.

Place: Mathura For and on behalf of the Board
Date: 21.08.2017 (Vishal Mishra)
Managing Director