Jonjua Overseas Ltd.
|BSE: 542446||Sector: IT|
|NSE: N.A.||ISIN Code: INE793Z01027|
|BSE 11:23 | 21 Jan||19.68||
|NSE 05:30 | 01 Jan||Jonjua Overseas Ltd|
|Mkt Cap.(Rs cr)||11|
|Mkt Cap.(Rs cr)||11.26|
Jonjua Overseas Ltd. (JONJUAOVERSEAS) - Director Report
Company director report
Jonjua Overseas Limited.
Your Directors are pleased to present the 29th Annual Report on thebusiness and operations of the Company together with the Audited Financial Accounts forthe Financial Year ended 31 March 2021.
1. FINANCIAL HIGHLIGHTS
The Table below depicts the financial performance of your Company forthe year ended 31 March 2021.
2. STATE OF COMPANY'S FINANCIAL AFFAIRS
During the year under review the Company has recorded total revenue ofRs. 209.68 Lakhs as compared to the previous year amount of Rs. 119.25 Lakhs. TheExpenditure incurred including Depreciation during the year was Rs. 133.36 Lakhs asagainst the amount of Rs. 96.33 Lakhs during the previous year. The Company has earned aProfit After Tax of Rs. 68.31 Lakhs as compared to the previous year amount of Rs. 20.39Lakhs. The Company is looking forward to increase its numbers in the coming financialyears with the support of all the Stakeholders of the Company.
3. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR TILL THE DATE OF THEREPORT
No material changes and commitments affecting the financial position ofthe Company have occurred between the end of the Financial Year and the date of thisreport.
4. BONUS ISSUE
During the Financial Year under review the Company took approvals ofthe Board and Members of the Company for the Bonus Issue on the BSE SME.
5. FUTURE OUTLOOK
Your Company is doing well in its segment and is capable of tapping theexport thrust prevailing today in India. Your Company is also looking for newopportunities in Service Exports Printed Books Corporate Consultancy Aviation andAgriculture so that it can use its experience and goodwill to penetrate deeper
6. NATURE OF BUSINESS
Your Company is into the Service Exports Corporate ConsultancyAgriculture along with sale of Printed Books sectors. The services and products of theCompany are commanding premium value due to their uniqueness.
7 . DEMATERIALISATION OF EQUITY SHARES
Equity Shares of the Company are in Dematerialized form with either ofthe depositories viz. NSDL and CDSL. The ISIN No. allotted is INE793Z01027.
8. TRANSFER TO RESERVES
The Company has transferred balance amount to Other Equity from Profitand Loss Account for the Financial Year ended 31 March 2021.
9. SHARE CAPITAL
There is no change in the Authorized Share Capital of the Companyduring the Financial Year ended 31st March 2021.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
11. MEETINGS OF THE BOARD AND COMMITEES
During the Financial Year 2020-2021 total of 12 Board Meetings wereheld. The maximum time-gap between any two consecutive meetings did not exceed 120 days.The details of the Board Meetings are:
The Company has constituted an Audit Committee StakeholdersRelationship Committee and Nomination and Remuneration Committee.
The Company has a duly constituted Audit Committee. The Board ofDirectors has accepted all the recommendations given by the Audit Committee during the FY2020 - 2021. During the year five Audit Committee meetings took place on the dates asstated in the Table.
Stakeholders Relationship Committee:
The Board has constituted a Stakeholders Relationship Committee asrequired under Securities Exchange Board of India (Listing obligations and DisclosureRequirements) Regulations 2015 ("the Regulations"). The Board of Directors hasaccepted all the recommendations given by the Stakeholders Relationship Committee duringthe FY 2020 - 2021. During the year five Stakeholders Relationship Committee meetingstook place on the dates as stated in the Table.
Stakeholders Relationship Committee Meetings
Nomination and Remuneration Committee:
The Board has constituted a Nomination and Remuneration Committee asrequired under Securities Exchange Board of India (Listing obligations and DisclosureRequirements) Regulations 2015 ("the Regulations"). The Board of Directors hasaccepted all the recommendations given by the Nomination and Remuneration Committee duringthe FY 2020-2021. During the year five Nomination and Remuneration Committee meetingstook place on the dates as stated in the Table.
Nomination and Remuneration Committee Meetings
12. BOARD EVALUATION
The Companies Act 2013 and SEBI (LODR) Regulations 2015 mandates thatthe Board carry out an annual evaluation of its own performance the Board Committees andthe individual Directors pursuant to the provisions of the Act. The performance of theBoard was evaluated by the Board after seeking inputs from all the Directors on the basisof the criteria such as the Board composition and structure effectiveness of Boardprocesses information flow frequency of meetings and functioning etc. The performanceof the Committees was evaluated by the Board after seeking inputs from the Committeemembers. The Board and the Nomination and Remuneration Committee reviewed the performanceof the individual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee Meetings. The Managing Director was alsoevaluated on the key aspects of his role. In a separate meeting of Independent Directorsheld on performance of Non-Independent Directors performance of the Board as a whole andperformance of the Managing Director was evaluated taking into account the views ofExecutive Directors and NonExecutive Directors.
13. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013
The Company has always believed in providing a safe and harassment freeworkplace for every individual working in the premises and always endeavors to create andprovide an environment that is free from discrimination and harassment including sexualharassment. Under the said Act every Company is required to set up an Internal ComplaintsCommittee to look into complaints relating to sexual harassment at work place of any womenemployee. During the year ended 31st March 2021 the Company has not receivedany complaint pertaining to sexual harassment.
14. DETAILS OF REMUNERATION TO DIRECTORS
The remuneration paid to the Directors is in accordance with theprovisions of the Companies Act 2013 and any other re-enactment(s) for the time being inforce. The information relating to remuneration of Directors and details of the ratio ofthe remuneration of each Director to the median employees remuneration and other detailsas required pursuant to Section 197(12) of the Companies Act 2013and the Rules madethereunder read along with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are as under:
I. The ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the Financial Year:
II. The percentage increase in remuneration of each Director ChiefFinancial Officer (CFO) Company Secretary and Compliance Officer
There is no increase in remuneration pursuant to applicability ofsection 197 of the Companies Act 2013.
Nil (The figure is calculated by comparing median remuneration of FY20192020 with median remuneration of 2020-2021).
IV. The number of permanent employees on the rolls of Company:
The total number of employees including Whole-Time Director andManaging Director as on 31 March 2021 is 10.
V. The Company has formulated a remuneration policy as per provisionsof Companies Act 2013 during the Financial Year and henceforth the remuneration
15. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company is committed to highest standards of ethical moral andlegal business conduct. Accordingly the Board of Directors has formulated a WhistleBlower Policy which is in compliance with the provisions of Section 177(10) of theCompanies Act 2013. Employees can raise concerns regarding any discriminationharassment victimization any other unfair practice being adopted against them or anyinstances of fraud by or against your Company. It also provides for adequate safeguardsagainst the victimization of employees who avail of the mechanism and allows direct accessto the Chairman of the Audit Committee in exceptional cases.
16. RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy and a RiskManagement Committee for dealing with different kinds of risks which it faces in day today operations of the Company. Risk Management Policy of the Company outlines differentkinds of risks and risk mitigating measures to be adopted by the Board. The Company hasadequate Internal Control Systems and procedures to combat the Risk. The Risk Managementprocedure will be reviewed by the Audit Committee and Board of Directors on time to timebasis.
17. POLICY ON PRESERVATION OF THE DOCUMENTS
The Company has formulated a Policy pursuant to Regulation 9 of theSecurities Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015 ("Regulations") on Preservation of the Documents to ensuresafekeeping of the records and safeguard the Documents from getting mutilated ordestroyed while at the same time avoiding superfluous inventory of Documents.
18. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS
The Policy is framed in accordance with the requirements of theRegulation 30 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Regulations"). The objective of thePolicy is to determine materiality of events or information of the Company and to ensurethat such information is adequately disseminated in pursuance with the Regulations and toprovide an overall governance framework for such determination of materiality.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review all the Related Party Transactions werein the ordinary course of the business and at arm's length basis and therefore theprovisions of Section 188 are not applicable. Those transactions were placed before theAudit Committee of Directors for prior approval in the form of Omnibus Approval.
Related Party Transactions under Accounting:
Material Related Party Transactions are disclosed in Annexure-1 in FormAOC-2 pursuant to clause (h) of subsection (3) of Section 134 read with Rule 8(2) ofCompanies (Accounts) Rules 2014.
20. AUDITORS' AND AUDITORS' REPORT
The Company has appointed M/s. Jain and Associates CharteredAccountants as Statutory Auditors of the Company. They have confirmed that they are notdisqualified from continuing as Auditors of the Company. The Notes on Financial Statementreferred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments. The Auditors' Report does not contain any qualificationreservation or adverse remark.
Internal Audit Controls and their Adequacy:
The Company had appointed Internal Auditor in accordance withprovisions of Companies Act 2013. During the year the Company continued to implementtheir suggestion and recommendations to improve the control environment. Their scope ofwork includes review of process for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed ACS Neelam Beniwal and Associates a Practicing Company Secretarybearing Membership No. A29494 and C.P. No.: 14039 to undertake the Secretarial Audit ofthe Company. The Report of the Secretarial Audit carried out is annexed herewith asAnnexure-2 as Secretarial Audit Report. The Report does not contain any observation orqualification requiring explanation or comments from the Board under Section 134(3) of theCompanies Act 2013. During the period under review the Company has complied with theapplicable Secretarial Standards notified by the Institute of Company Secretaries ofIndia.
21. PARTICULARS OF EMPLOYEES
Your Directors place on record their deep appreciation for thecontribution made by the employees of the Company at all levels. The information onemployees particulars as required under Section 197(12) of the Act read with Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(as amended) is forming part of this Directors' Report. There are no employeesdrawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
22. CORPORATE GOVERNANCE
As per Regulation 27 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 relating to Corporate Governance is not applicable to theCompany listed on the SME Platform (BSE). Hence the Company is not required to discloseinformation as covered under Para (C) (D) and (E) of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
As per Para (F) of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company is not required to have the DematSuspense Account neither Unclaimed Suspense Account.
23. PUBLIC DEPOSITS
During the Financial Year 2020 - 2021 the Company has not accepted anydeposit within the meaning of Sections 73 and 76 of the Act read together with theCompanies (Acceptance of Deposits) Rules 2014.
24. BANK DEBT:
During the financial year 31st March 2021. The Company haspaid all bank loans and is now a Zero Bank Debt Company.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUT GO
There is no technology absorption required under Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014.However the details forming part of Conservation of Energy Foreign exchange earnings andoutgo is annexed herewith as "Annexure 3."
26. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is fully in compliance with the applicable SecretarialStandards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and GeneralMeetings respectively.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUALTORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
There were no significant and material Orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Company's o perationsin future.
28. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186
The particulars of loans guarantees and investments have beendisclosed in the Financial Statements.
29. EMPLOYEES RELATIONS
The relationship with the staff and workers continued to be cordialduring the entire year. The Directors wish to place on record their appreciation of thevaluable work done and co-operation extended by them at all levels. Further the Companyis taking necessary steps to recruit the required personnel from time to time.
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for aperiod of seven years. Therefore there are no funds which are required to be transferredto Investor Education and Protection Fund (IEPF).
31. CONSOLIDATION OF ACCOUNTS -
As on the reporting day your Company does not have any subsidiary.Further where ever required under Indian Accounting Standards necessary accountingtreatment has been complied with.
32. INSIDER TRADING REGUALTIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)Regulations 1992 read with SEBI (Prohibition of Insider Trading) Regulations 2015 asamended from time to time the code of conduct for prevention of Insider Trading and theCode for Fair Disclosure ("Code") as approved by the Board from time to timeare in force by the Company. The objective of this Code is to protect the interest ofshareholders at large to prevent misuse of any price sensitive information and to preventany Insider Trading activity by dealing in shares of the Company by its Directorsdesignated employees and other employees. The Company also adopts the concept of TradingWindow Closure to prevent its designated employees and other employees from trading inthe securities of Jonjua Overseas Limited at the time when there is unpublished pricesensitive information.
33. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed Report on the Management Discussion and Analysis is providedas a separate "Annexure-4" in the Annual Report.
34. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 anExtract of the Annual Return as per Section 92 (3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 in the prescribed FormMGT-9 is appended as "Annexure-5" to the Board's Report.
35. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 the Board ofDirectors of the Company state:
a) In preparation of the Annual Accounts for the Financial Year ended31 March 2021 the applicable Accounting Standards have been followed along with properexplanation to material departures;
b) The Directors have selected Accounting Policies in consultationwith the Statutory Auditors and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at end of the financial year and of the profit or loss of the Companyfor that period;
c) The Directors have taken proper and sufficient care to the best oftheir knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the Annual Accounts of the company on agoing concern basis;
e) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
f) There is a proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
The Companies Act 2013 along with the SEBI (LODR) Regulations 2015mandate formulations of certain policies for all listed Companies. Accordingly theCompany has formulated the Policies for the same as the Company's belief is to retainand encourage high level of ethical standard in business transactions.
Your Directors' place on record their appreciation for theoverwhelming cooperation and assistance received from investors customers businessassociates bankers vendors as well as regulatory and governmental authorities. YourDirectors also thank the employees at all levels and our consistent growth was madepossible by their hard work solidarity cooperation and support.