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Jointeca Education Solutions Ltd.

BSE: 534659 Sector: IT
NSE: N.A. ISIN Code: INE131N01018
BSE 00:00 | 25 Jan 17.30 2.30
(15.33%)
OPEN

17.90

HIGH

17.90

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12.10

NSE 05:30 | 01 Jan Jointeca Education Solutions Ltd
OPEN 17.90
PREVIOUS CLOSE 15.00
VOLUME 32000
52-Week high 19.75
52-Week low 12.10
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.90
CLOSE 15.00
VOLUME 32000
52-Week high 19.75
52-Week low 12.10
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jointeca Education Solutions Ltd. (JOINTECAEDUCATI) - Director Report

Company director report

The Members

Your directors have great pleasure in presenting the 10th Annual Report andthe Audited Accounts of your Company for the year ended 31st March 2021.

FINANCIAL RESULTS
Particulars Year Ended Year Ended
31.03.2021 (Amount in Rs.) 31.03.2020 (Amount in Rs.)
Income from Operations and Other Income 304910.00 1238927.36
Profit / (Loss) before Interest & Depreciation (1860725.43) (1823894.99)
Less: Interest & Bank charges 0.00 0.00
Less: Depreciation 8019665.00 8108408.00
Profit /(Loss)before Tax (9880390.43) (9932302.99)
Less: Provision for Taxation (1859489.00) (119951.90)
Profit/(Loss after Tax (8020901.43) (9812351.09)
Add: Surplus brought forward (43720807.11) (33908456.02)
Balance carried to Balance Sheet (51741708.54) (43720807.11)

OPERATIONS

The operations of the Company for the year under review have resulted in the Gross Lossof Rs. 1860725.43 as against loss of Rs 1823894.99 in the previous year. Afterproviding for interest depreciation and taxes the Company has recorded a net loss of Rs.8020901.43 as against loss of Rs 9812351.09 in the previous year. The gross revenuestood at Rs 304910.00 as against Rs. 1238927.36 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 2020-21 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

During the year under review the Company has not made any Loans Guarantees orInvestments within the meaning of the provisions of Section 186 of the Companies Act2013.

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. 2021 AND THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (31st March 2021) and the date ofthis Report.

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

The information required Pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Directors Report for the year ended 31stMarch 2021

Disclosure relating to remuneration and other details as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as provided in the Annual Report.

Having regard to the provision of the first proviso to section 136 (1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to theMembers of the Company. The said information is available for inspection by the Members atthe Registered Office of the Company during business hours and any Member interested inobtaining such information may write to the Company Secretary and same will be furnished.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL

In accordance with the provisions of Companies Act 2013 Mr. Vishal Mishra (holdingDIN: 03363363) Director retires by rotation and being eligible has offered himself forre-appointment.

Mr. Vishal Mishra Managing Director & CEO and Mr. Alok Mittal Chief FinancialOfficer and Ms. Tanu Sharma Company Secretary & Compliance Officer of the Company arethe Key Managerial Personnel of the Company in accordance with the provisions of Sections2(51) 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

During the year under review Ms. Tanu Sharma having membership no. ACS 52629 has beenappointed as Company Secretary and Compliance Officer of the Company w.e.f 02ndNovember 2020 by the Board of Directors at their meeting held on 14thNovember 2020.

Mr. Alok Mital has resigned from the post of Chief Financial Officer w.e.f 28thJune 2021 and the Board of Directors has appointed Mr. Dhruw N. Singh as Chief FinancialOffer of the Company w.e.f 29th June 2021 in place of Mr. Alok Mittal at theirmeeting held on 28th June 2021.

The Board of Directors of the Company at their meeting held on 07thSeptember 2021 has appointed Mr. Subash Chad Jain (DIN:09296138) as an AdditionalDirector of the Company w.e.f. 07th September 2021. Mr. Jain holds office as aDirector up to the date of this Annual General Meeting. The Company has received a noticein writing from a member under Section 160 of the Act proposing his candidature for theoffice of a Director of the Company.

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 the requirements of 'Independent Director7 asmentioned under Regulation 16(l)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The confirmations were placed before and noted by theBoard.

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 2021 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 31 2021 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. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

SECRETARIAL AUDITOR REPORT

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Company Secretary in Practice to conduct the SecretarialAudit of the Company for the financial year ended March 31 2021.

The Secretarial Audit Report (in Form No. MR. 3) is attached as "Annexure- A"to this Report.

EXPLANATION TO SECRETARIAL AUDITOR'S REMARKS.

Company's management are in process of filling the pending returns with concernedRegistrar of Companies.

COVID-19

The Covid-19 impact remains a serious concern for governments and businesses. TheCompany has implemented Standard Operating Procedures of social distancing work fromhome workplace sanitization and employee health monitoring and these are being followedstrictly at Office. Company has also taken

various Initiatives focusing on safeguarding workforce health. The Company is takingall necessary measures in terms of mitigating the impact of the challenges being faced inthe business. It is focused on controlling costs maintaining liquidity and closelymonitoring to the operations.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s S.B. Gupta & Co. CharteredAccountants (Firm Registration No 000992C) were appointed as Statutory Auditors of theCompany for a term of five years to hold office from the conclusion of the 08 AnnualGeneral Meeting till the conclusion of the 13th Annual General Meeting of the Company.

The requirement of seeking ratification of the members for continuance of StatutoryAuditors appointment has been withdrawn consequent to changes in the Companies (Amendment)Act 2017 w.e.f. May 7 2018. Hence the resolution seeking ratification of the membersfor their appointment is not being placed at the ensuing Annual General Meeting.

AUDITORS1 REPORT

The observations made by the Auditors in their Report read with the relevant notes asgiven in the notes on financial statements for the year ended 31st March 2021 areself-explanatory and therefore do not call for any further comments. There is no qualifiedor modified opinion on any matters by the Auditors.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 form part of this Report.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of conservation of energy technology absorption asstipulated under Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 are not applicable to your company as we are neither a manufacturing companynor the operation of your Company are not energy intensive.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) of the Act the extract of Annual Return of the Companyin the prescribed Form No. MGT-9 for the Financial Year 2020-21 has been placed on thewebsite of the Company and can be accessed at www.iointeca.com.

INSURANCE

All the properties of the Company are adequately insured.

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 hereunder.

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.

For and on behalf of the Board

Managing Director Director
DIN:03363363 DIN:03562889

Place: Mathura

Date: 07.09.2021

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