Jyotirgamya Enterprises Ltd.
|BSE: 539246||Sector: Others|
|NSE: N.A.||ISIN Code: INE805R01018|
|BSE 00:00 | 11 Aug||Jyotirgamya Enterprises Ltd|
|NSE 05:30 | 01 Jan||Jyotirgamya Enterprises Ltd|
|BSE: 539246||Sector: Others|
|NSE: N.A.||ISIN Code: INE805R01018|
|BSE 00:00 | 11 Aug||Jyotirgamya Enterprises Ltd|
|NSE 05:30 | 01 Jan||Jyotirgamya Enterprises Ltd|
Your Directors are pleased to present to the valued stakeholders the Annual Report ofJyotirgamya Enterprises Limited along with the Audited Financial Statements of the Companyfor the Year ended March 31st 2020.
1. FINANCIAL HIGHLIGHTS- AT A GLANCE
The financial summary performance highlights operations/state of affair of yourCompany for the year ended 31st March 2020 are summarized below:
No Dividend was declared for the current financial year due to loss incurred by theCompany.
3. RESERVES & SURPLUS
The net movement in the major reserves of the Company for FY 2019-20 and the previousyear are as follows:
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.
During the year under review the Company has not accepted any deposits in terms of section73 and 74 of the Companies Act 2013 to be read with the Companies (Acceptance ofDeposits) Rule 2014 as amended from time to time and also no amount wasoutstanding on account of principal or interest thereon as on the date of the BalanceSheet.
6. SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2019-20. (Refer "Annexure- II")
7. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report as "Annexure-VI".
8. DISCLOSURE OF COMMISSION PAID TO MANAGING AND WHOLE TIME DIRECTORS
There is no commission paid or payable by your company to the Managing and Whole TimeDirectors.
9. CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in nature of business of the Company.
10. CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Re - designation Resignation Death Dis-qualification variation made orwithdrawn etc. are as follows:
11. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013
All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.
12. DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS
During the period under review there were no changes in the Accounting treatment inthe Financial Statements for the financial year 2019-20 different from that as prescribedin Accounting Standards prescribed by the Institute of Chartered Accountants of India(ICAI).
13. EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 and Rule 12 of the Companies (Management and Administration)Rules 2014 in Form MGT-9 is annexed herewith as "Annexure-1."
14. NUMBER OF MEETINGS OF THE BOARD
The Details of the number of the meeting of the Board of Directors of your Company areas below:
S. No. Date of Board Meeting
15. AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.The Composition of AuditCommittee is given below:
16. NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. TheComposition of the Committee is given below:
17. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition ofthe Committee is given below:
18. AUDIT COMMITTEE RECOMMENDATIONS
During the year all the recommendations of the Audit Committee were accepted by theBoard.
19. VIGIL MECHANISM
The Vigil Mechanism Committee of the Company is constituted in line with the provisionsof section 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI(Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition of theCommittee is given below:
20. BOARD ANNUAL EVALUATION
The provisions of section 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by the entire Board of Directorsexcluding the Director being evaluated. The Board carried out a formal annual performanceevaluation as per the criteria/framework laid down by the Nomination & RemunerationCommittee of the company and adopted by the Board. The evaluation was carried out througha structured evaluation process to judge the performance of individual Directors includingthe Chairman of the Board. They were evaluated on parameters such as their educationknowledge experience expertise skills behavior leadership qualities level ofengagement & contribution independence of judgment decision making ability forsafeguarding the interest of the Company stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.
21. REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof. The Policy contains inter-alia directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director etc.
22. FAMILIARIZATION POLICY
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.
23. STATUTORY AUDITOR. SECRETARIAL AUDITOR & COST AUDITOR WITH THEIR QUALIFICATIONRESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
M/s. B. S. Sawhney & Associates (Firm Registration No.- 008241N) CharteredAccountants had tendered their resignation from the position of Statutory Auditors on14.09.2020 due to expiry of validity of their peer-review certificate and consequentineligibility to continue to remain statutory auditor in the Company resulting into acasual vacancy in the office of Statutory Auditors of the company as envisaged by section139(8) of the Companies Act 2013 ("Act").
Board has appointed M/s. Amit Agarwal & Co. (Firm Registration No.-008359C)Chartered Accountants on 14.09.2020 as the Statutory Auditors of the Company to fill thecasual vacancy caused by the resignation of M/s. B. S. Sawhney & Associates (FirmRegistration No.-008241N) Chartered Accountants subject to the approval of themembers.
M/s. Amit Agarwal & Co. (Firm Registration No.- 008359C) CharteredAccountants have conveyed their consent to be appointed as the Statutory Auditors of theCompany along with a confirmation that their appointment if made by the members wouldbe within the limits prescribed under the Companies Act 2013. Accordingly OrdinaryResolution is submitted to the meeting for the consideration and approval of members.
Your Company had received written consent and a certificate stating that they satisfythe criteria provided in the Rule 4 of the Companies (Audit and Auditors) Rule 2014 readwith the provisions of section 139(2) of the Companies Act 2013 at the time ofappointment.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.
B. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s Srishti Singh & Associates Company Secretaries to undertakeSecretarial Audit of the Company.
The Secretarial Audit was conducted by Ms. Srishti Singh Practicing Company Secretaryand the report thereon is annexed herewith as "Annexure-VII".
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
Following are the Qualifications and Directors' comments on the report of SecretarialAuditor:
1. The Company has not appointed Internal Auditor in the Company for Financial Year2019-2020 as per the provisions of Section 138 of Companies Act 2013.
Management Reply: The Company was in the process of appointing the Internal Auditor.Since there were not suitable professional available hence the company could not appointthe Internal Auditor. However the matter has been examined by the board again and thesuitable professional has been appointed by board of directors as an Internal Auditor ofthe Company.
2. There is no rotational director on the Board of the Company.
Management Reply: The Company is in the process of appointing rotational director onthe Board of the Company which could not happen due to Covid-19.
3. The Company did not file the Resolution for approval of Financial Statements of theCompany for the year ended 31.03.2019 with ROC as per the provisions of section 117 of theAct. Management Reply: _Since there was no company secretary available in the companyto guide the board of directors for filing form MGT-14.
4. There had been delay in giving prior intimation to the Stock Exchange about theMeeting of the Board of Directors for consideration of Quarterly Financial Results for theperiod ended 30th September 2019 in terms of Regulation 29(1)(a) & 29(2)of SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015. The Companyhad made late submissions of Financial Results for the quarter ended 31st March 2019 and30th September 2019.Financial Results for the quarter ended 31st December 2019 was filedon 14th February 2020 without Limited Review Report (LRR) from the Auditor.
Management Reply: Since there was no Company Secretary available in the Company toguide the board of directors appropriately and timely compliance of SEBI (LODR)Regulations Hence there was a minor delay in filing of intimation/outcome/Limited ReviewReport to stock exchange. Now the Company Secretary has been appointed by the board ofdirectors to ensure the proper and timely compliances of the SEBI (LODR) Regulations andCompanies Act 2013.
5. The existing promoters of the Company viz. Jyotirgamya Advisory Pvt. Ltd. and Mrs.Anju Chordia have applied to the Company for seeking re-classification fromPromoter' Category to the Public' Category. The Company had thereforestarted the procedure of Promoter reclassification from promoter category to public andcomplied with the requirements of conditions for seeking re-classification as stipulatedunder Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. However the same has not been approved by the Stock Exchange.
Management Reply: The Company had started the procedure of Promoter re-classificationfrom promoter category to public of such promoters and the same has not been approved bythe Stock Exchange due to the inability to pay the all SOP fine/dues of stock exchange inthe period of Covid-19 pandamic.
6. Website of the Company is not updated as per the provisions of Regulation 46 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015
Management Reply: The Company is in the process of updating its website. Recently itis has changed its website from www.jeltrade.com ' to www.jelglobe.com. ' Theintimation regarding the same was also uploaded on BSE Listing Portal.
24. DETAILS TN RESPECT OF FRAUDS REPORTED BY AUDITOR
There were no instances of fraud those have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2019-20 which arerequired to be disclosed by the company in its Board Report under Section 143 (12) of theCompanies Act 2013.
25. PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
The details of loans guarantees or investments made by the company if any pursuantto the provisions of section 186 of the Companies Act 2013 can be found in the FinancialStatements.
26. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPAIES ACT 2013
All contracts/arrangements/transactions entered into during the financial year with therelated parties were on arm's length basis and were in the ordinary course of business.(Refer "Annexure-III")
27. FINANCIAL POSITION
A) Issue of equity shares with differential voting rights
No equity share with differential voting rights has been issued by the company duringthe financial year 2019-20.
B) Issue of equity shares without differential voting rights
No equity share without differential voting rights has been issued by the companyduring the financial year 2019-20.
C) Issue of sweat equity shares
The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of the Companies (Share Capital and Debenture) Rules 2014 during theFinancial Year.
D) Issue of employee stock options
The Company has not issued shares under employee's stock options scheme pursuant toprovisions of Section Rule 12(9) of the Companies (Share Capital and Debenture) Rules2014 so question does not arise about voting rights not exercised by employee during theyear under review.
D) Buy Back Of Securities
The Company has not bought back any of its securities pursuant to the provisions ofSection 67 and Section 68 of the Companies Act 2013 during the year under review.
D1) Voting Rights of Employees
During the year under review the company has not given loan to any employee forpurchase of its own shares as per section 67 (3) (c) of the Companies Act 2013. Thereforethe company is not required to make disclosure as per rule 6 (4) of the Companies (ShareCapital and Debentures) Rules 2014.
28. MATERIAL CHANGES AND COMMITMENTS
There is no material change or commitment noticed by the Board during the period underreview.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge no significant and material order(s) werepassed by any regulator(s) or courts or tribunals which could impact the going concernstatus and company's operation in future.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO
The requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 is given below:
Conservation of Energy:
1. the steps taken or impact on conservation of energy; NIL
2. the steps taken by the company for utilizing alternate sources of energy; NIL
3. the capital investment on energy conservation equipments; NIL
1. the efforts made towards technology absorption; NIL
2. the benefits derived like product improvement cost reduction product developmentor import substitution; NIL
3. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year); NIL
4. the details of technology imported; NIL
5. the year of import; NA
6. whether the technology been fully absorbed; NIL
7. if not fully absorbed areas where absorption has not taken place and the reasonsthereof and; NIL
8. the expenditure incurred on Research and Development; NIL
31. RISK MANAGEMENT
The Company has constituted a Risk Management Committee as per Regulation 21 of theSEBI (LODR) Regulations 2015. The details of Committee and its terms of reference are setout in the Corporate Governance Report forming part of this Board Report. Pursuant tosection 134 (3) (n) of Companies Act 2013 the company regularly maintains a proper checkin normal course of its business regarding risk management. Currently the company doesnot identify any element of risk which may threaten the existence of the company.
There are no risks which in the opinion in the board threaten the existence of yourcompany.
32. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy. This policy is explained in"Corporate Governance Report" and is also posted on website of the company.
34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013" and Rules made there under yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.
35. CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the company's Statutory Auditors/PracticingCompany Secretary confirming compliance forms an integral part of this Report.
36. HUMAN RESOURCE
The relationship with employees continues to be harmonious. The company alwaysconsiders its human resource as its most valuable asset. Imparting adequate andspecialized training to its employees is ongoing exercise in the company.
37. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has in place a sound Internal Control System commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board. TheManagement monitors and evaluates the efficacy & adequacy of internal control systemin the Company in compliance with operating systems accounting procedure and policies.Bases on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls.
38. LISTING AGREEMENT
The shares of the Company are presently listed at BSE Limited (Bombay Stock Exchange)only. The Company is in process to pay Annual Listing Fees for the Financial Year 2019-20.
39. PERSONNEL RELATIONS
Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.
40. CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.
All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.
41. PARTICULARS OF EMPLOYEES
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 is as follows:
Details in respect of employees of the Company as required under section 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as per"Annexure- IV"
The company has Four Executive Directors and remuneration paid to them is disclosed inMGT-
9. Further no sitting fee has been paid to any director during the year.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
a) Employed throughout the year As per "Annexure- V"
b) Employed for part of the year As per "Annexure- V"
The remuneration paid to all Key Managerial Personnel was in accordance with theremuneration policy as adopted by the company.
42. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:
(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the profit & loss of the Company for that period ;
(c) The Directors had taken proper & 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 & detecting fraud & otherirregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued stakeholders.