Justride Enterprises Ltd.
|BSE: 531035||Sector: Others|
|NSE: N.A.||ISIN Code: INE432F01024|
|BSE 00:00 | 19 Oct||Justride Enterprises Ltd|
|NSE 05:30 | 01 Jan||Justride Enterprises Ltd|
|BSE: 531035||Sector: Others|
|NSE: N.A.||ISIN Code: INE432F01024|
|BSE 00:00 | 19 Oct||Justride Enterprises Ltd|
|NSE 05:30 | 01 Jan||Justride Enterprises Ltd|
Your Directors are pleased to present the Annual Report and Company's audited financialstatements for the financial year ended March 31 2021.
The Company's financial performance for the financial year ended March 31 2021 issummarized below:
CURRENT OPERATIONS & FUTURE OUTLOOK (STATE OF COMPANY'S AFFAIRS):
Due to liquidity crunch and continuous losses the Company has not been in a positionto carry on its business operations during the financial year and the cash losses havebeen accumulated on account of routine expenses incurred during the period under review.
Further with change in control of your Company we are optimistic towards the futuregrowth prospects and operation of the Company.
DISCLOSURE OF ACCOUNTING TREATMENT
During the year under review the Company has followed prescribed Accounting Standardsas laid down by the Institute of Chartered Accountants of India (ICAI) in preparation ofits financial statements.
SUBSIDIARY/ASSOCIATE AND JOINT VENTURES OF THE COMPANY
During the year under review your Company does not have any subsidiary/associate andjoint venture.
DETAILS OF CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business during the financial year 2020-21.
Authorized Share Capital
The Authorized share capital of your Company as on March 31 2021 is Rs.55000000(Rupees Five Crore Fifty Lakh Only) comprising of 5400000 (Fifty-Four Lakh) EquityShares of Rs.10/- (Rupees Ten Only) each and 10000 (Ten thousand) Preference shares ofRs. 100/- (Rupees One Hundred)each.
Paid up Share Capital of the Company
Share Capital of the Company as on March 31 2021 stands at Rs.14731600/- (RupeesOne Crore Forty-Seven Lakh Thirty-One Thousand Six Hundred Only) comprising of 1473160Equity Shares of Rs.10/- each (Rupees Ten Only) each.
During the year under review there was no change in the capital structure of theCompany.
Since there were no profits during the year the Directors regret their inability torecommend any dividend for the Financial Year 2020-21.
TRANSFER TO RESERVE
Since there were no profits during the year therefore no amount is proposed to betransferred to the reserves.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review following changes took place:
1. W.e.f. January 06 2021 Mr. Hemant Rastogi and Mr. Ajay Mathur resigned from theoffice of Chairman & Whole-time Director and Non-Executive Non Independent Directorrespectively of the Company.
2. W.e.f. July 31 2020 Mr. Prayas Hurria resigned from the office of CompanySecretary and Compliance Officer of the Company.
3. W.e.f. February 02 2021 Mr. Shivam Singhal was appointed as the Company Secretarybut who for reasons unknown resigned from the office w.e.f. February 10 2021.
Further w.e.f. August 09 2021 Mr. Dhruv Nayyar was appointed as the Company Secretaryand Compliance Officer of the Company. Mr. Harish Agarwal is the Chief Financial Officerof the Company
DECLARATION BY INDEPENDENT DIRECTOR(S)
In terms with Section 149(7) of the Companies Act 2013 every Independent Director ofthe Company has submitted a declaration that they meet the criteria of Independence interms of Section 149(6).In the opinion of the Board all independent directors possessstrong sense of integrity and having requisite experience qualification and expertise.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
The Company has in place a Familiarization Program for Independent Directors. Atpresent Company has 2 (two) Independent Directors in the Board who are regularly keptinformed of all the affairs of the Company and market factors affecting the business. Alsothey are updated regularly about the changes in the rules regulations and laws applicableand affecting the Company all the proposed plans and policies of the Company so thatthey can take well informed independent decision while voting in board meeting.
MEETINGS OF BOARD OF DIRECTORS
During the year under review the Board of Directors of the Company met Five (05) timeson July 31 2020 September 21 2020 November 12 2020 February 02 2021 and February13 2021.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
In accordance with Section 178 of the Companies Act 2013 the Nomination andRemuneration Policy
("the policy") has been formulated by the Board of Directors. The objectiveof the policy is to ensure that Executive Directors and other employees are sufficientlycompensated for their performance. The Policy seeks to provide criteria for determiningqualifications positive attributes and independence of a director.
The remuneration paid to Executive Directors is determined keeping in view the industrybenchmark and the relative performance of the Company to the industry performancePerquisites and retirement benefits are paid according to the Company policy as applicableto all employees. The remuneration by way of commission paid to the independent directorsis determined periodically & reviewed based on the industry benchmarks.
The remuneration of employees largely consists of basic salary perquisites allowancesand performance incentives. Perquisites and retirement benefits are paid according to theCompany policy subject to prescribed statutory ceiling.
The Nomination and Remuneration policy is available on the website of the Company atwww.justrideenterprises.in.
There was no change in the policy during the year under review. Criteria for BoardMembership: The Company shall take into account following points:
Director must have relevant experience in Finance/ Law/ Management/ Sales/Marketing/Administration/ Research/ Corporate Governance/ Technical Operations or the otherdisciplines related to company's business.
Director should possess the highest personal and professional ethics integrity andvalues.
Director must be willing to devote sufficient time and energy in carrying out theirduties and responsibilities.
AUDIT COMMITTEE AND VIGIL MECHANISM
The Company has established a vigil mechanism and formulated a Whistle Blower Policy("Policy") to deal with instance of unethical practices fraud and mismanagementor gross misconduct by the employees of the Company if any that can lead to financialloss or reputational risk to the organization. It is hereby confirmed that no personnelwere denied access to the Audit Committee. The Whistle Blower Policy is available on thewebsite of the Company at www.justrideenterprises.in.
Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 an Audit Committee has been duly constituted. The Audit Committee as on March 312021 comprises of the following Directors:
*Post resignation of Shri Hemant Rastogi (w.e.f. January 06 2021) Shri Shubhal Goelwas appointed as a member on the Audit Committee of the Company w.e.f. February 13 2021.
During the year under review the Audit Committee has met Four (4) times on July 312020 September 21 2020 November 12 2020 and February 13 2021.
NOMINATION & REMUNERATION COMMITTEE
The Board of the Company has constituted a policy on the Nomination and Remuneration ofthe KMPs and senior management of the Company. In terms of the provisions of CompaniesAct 2013 the Nomination & Remuneration Committee as on March 31 2021 comprises ofthe following Directors:
*Post resignation of Shri Ajay Mathur (w.e.f. January 06 2021) Shri Shubhal Goel wasappointed as a member on the Nomination & Remuneration Committee of the Company w.e.f.February 13 2021.
The Committee has formulated the criteria for determining qualifications positiveattributes and independence of director and recommended to the board a policy onremuneration for the directors key managerial personnel and rest employees for thefinancial year 2020-21 which was approved by the Board in its meeting.
During the year under review the Nomination and Remuneration Committee has met onNovember 12 2020 and February 02 2021.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted Stakeholders Relationship Committee with followingcomposition as on March 31 2021:-
*Post resignation of Shri Ajay Mathur (w.e.f. January 06 2021) Shri Arun Yadav wasappointed as the Chairman of Stakeholder Relationship Committee w.e.f. February 13 2021.
**Post resignation of Shri Hemant Rastogi (w.e.f. January 06 2021) Shri Shubhal Goelwas appointed as a Member of Stakeholder Relationship Committee w.e.f. February 13 2021.
DIRECTORS RESPONSIBILITY STATEMENT
1. In the preparation of the annual accounts the applicable Accounting Standardshad been followed along with proper explanations relating to material departures.
2. The Directors had selected such accounting policies & applied themconsistently & made judgments & estimates that are reasonable & prudent so asto give a true & fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.
3. The Directors had 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. The Directors had prepared the Annual Accounts on a going concern basis.
5. The Directors had laid down internal financial controls to be followed by theCompany and that such internal controls are adequate and were operating effectively.
6. The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Our Company has not accepted any deposits during the period under review within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposit) Rules 2014 and any amendment thereof.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
During the year under review the Company has not granted any loan guarantee orprovided security in connection with a loan to any other body corporate or person as wellas not acquired by way of subscription purchase or otherwise the securities of any otherbody corporate. For further details you may refer notes to the financial statements.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
STATUS OF LISTING
The Company's shares are presently listed at BSE Limited (BSE') with Scrip Code531035. The equity shares of the Company are also listed on Calcutta Stock ExchangeLimited (CSE') with Scrip Code
030062 where the Company has applied for voluntary delisting for which no furtheraction was initiated by CSE.
M/s. BNPSY & Associates Chartered Accountants were appointed as Statutory Auditorsof the Company to conduct the Audit of accounts at the 53rd AGM of the Companyfor a period of 3 years i.e. up to the conclusion 56th AGM of the Company. TheAuditors have confirmed that they are not disqualified from continuing as Auditors of theCompany.
The Auditor's report of the Company for the financial year ended March 31 2021 doesn'tcontain any qualification or adverse remark.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on industry analysis is attached hereto and forms part of the Annual Report asAnnexure I.
As per provisions of Section 204 of the Act the Board of Directors of the Company hasappointed M/s Parveen Rastogi & Co. Company Secretaries as the Secretarial Auditor toconduct the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year ended March 31 2021 is annexed to the Board Report as Annexure II.
Management's Comments on observations given in the Secretarial Audit Report:
With regard to non-appointment of Internal Auditor it is to mention that on the basisof current state of affairs of the Company the role of internal auditor is being assignedto the Audit Committee of the Company which keeps the checks and balances on the internalrisks and control. Thereby the Company with the huge accumulated losses doesn't find itsuitable to appoint an internal Auditor. The Company is in process of finding the suitablecandidate to be designated as the Women Director on the board of the company.
With respect to non-appointment of Company Secretary: The Auditor's report isself-explanatory
With respect to non-appointment of woman Director: The Company tried to discuss theappointment with some candidates but considering the fact that it is not undertaking anyoperations as of now prospective candidates are not much interested in joining the Board.The Company is hopeful of appointing a woman director soon.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards prescribed underSection 118(10) of the Companies Act 2013.
As required under section 134 (3) (a) of the Companies Act 2013 the Annual Return isput up on the
Company's web site and can be accessed athttps://www.justrideenterprises.in/pages/annual_reports.html under Annual Report.
The Company has adequate internal control procedures commensurate with the size andnature of business. The Audit Committee periodically reviews the audit plans adequacy ofinternal controls and risk management.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
During the financial year under review Mr. Prayas Hurria Company Secretary has beenpaid a total remuneration amounting to Rs. 48000/- and he resigned from his positionw.e.f. July 31 2020. It is further affirmed that the remuneration paid to him is as perthe Remuneration Policy for Directors Key Managerial Personnel and other Employees.
Apart from the above no remuneration has been paid to any of Director and ChiefFinancial Officer to the Company.
Apart from the Company Secretary and Chief Financial Officer there were no otheremployees on the rolls of the Company during the financial year 2020-21.
Accordingly the detailed disclosure under Section 197(12) of the Companies Act 2013read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not required to be provided.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company appreciates the fact that management of risk is an essential element ofgrowth and for the same assessing risk and taking steps to control and curb it isnecessary. Thus the Board has implemented a well laid out risk management plan in theCompany and suitably incorporated procedures in it for assessing and minimizing theprospective risks to which the Company may be exposed. The board has not identified anyelement of risk which can create a threat to the Company's business or its existenceduring the period under review.
POLICY ON INSIDER TRADING
The Company follows a strict code on prohibition of Insider Trading and the same hasbeen detailed to all the directors senior management and employees of the Company. Forensuring the same the Company has adopted a code of fair disclosure of Unpublished PriceSensitive Information in accordance with SEBI (Prohibition of Insider Trading)Regulations 2015. The Code is available on the website of the Company atwww.justrideenterprises.com.
DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRALGOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013 IS REQUIRED BYTHE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED
Maintenance of cost records as specified by the Central Government under sub section(1) of Section 148 of the Companies Act 2013 is not required by the Company and as suchthe Cost Audit is also not applicable to the Company.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
There is no demat suspense account/ unclaimed suspense account of the Company becausesuch a requirement never got necessitated in relation to the shares of the Company.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review the provisions of Section 135 of Companies Act 2013 arenot applicable to the Company.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the financial statements relate onthe date of this report.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with the provisions of Section 134(3)(p) of the Act read with Rule 8(4)of the Companies (Accounts)Rules 2014 the Board carried out annual evaluation of its ownperformance that of its Committees and individual directors.
The performance of the Board and its committees and individual directors was evaluatedby the Board after seeking inputs from all the Directors. As per Schedule IV to theCompanies Act 2013 a separate meeting of Independent Directors was held on March 312021 where Independent Directors reviewed the performance of Non-Independent Directorsthe Board as a whole and the Chairman of the Company.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO AS PER SECTION 134(3)(M) OF COMPANIES ACT 2013 READ WITH RULE 8 OFCOMPANIES (ACCOUNTS) RULES 2014
Conservation of Energy: Presently there being no operations involving energyconsumption thus no steps were taken with respect to energy conservation.
Research & Development: No R&D activity was undertaken during the lastfinancial year.
Technology Absorption Adaptation and Innovation: No technology was absorbedadapted or innovated during the financial year.
Foreign Exchange-Earning /Outgo: There is no transaction made by the Companyinvolving Foreign Exchange.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK
PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
During the year under review the Company was not required to constitute committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
? Neither the Managing Director nor the Whole-time Directors of the Company receive anyremuneration or commission from any of its subsidiaries as the company does not have anysubsidiaries.
? No frauds were reported by auditors or reported to the Central Government for thefinancial year ended on March 31 2021.
? None of the Directors of your company is disqualified as per the provisions ofSection 164(2) of the Act. The Directors have made necessary disclosures as requiredunder various provisions of the Act.
The Company is not required to mandatorily comply with the provisions of Regulation 17to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations 2015) as its equity share capital is less than Rs.10 Crore andNet Worth is not exceeding Rs.25 crore as on the last day of the financial year endedMarch 31 2021.
Your Directors would like to express their grateful appreciation for the assistancecooperation and trust reposed in our Company by the investors Banks Stock Exchanges andother Government Authorities during the financial year under review. Your Directors alsowish to place on record their sincere appreciation to the shareholders for their continuedpatronage and support.
Place: New Delhi