jhaveri credits capital ltd Directors report


To,

The Members of

JHAVERI CREDITS AND CAPITAL LIMITED

Your Directors have pleasure in presenting the 29th Annual Report of Jhaveri Credits and Capital Limited (The Company) along with the Audited Financial Statements for the financial year ended March 31, 2023 (FY 202223).

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

(^ in Lakhs)

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Income
Income from Operations 1161.99 905.63
Other Income 18.31 53.14
Total Income 1180.30 958.77
Expenses
Purchases of stock - in-trade and investment 1050.18 1083.91
Change in inventories of stock in trade 0.00 (245.22)
Finance Costs 24.43 20.27
Fees and Commission Expenses 3.95 4.80
Employee Benefits Expenses 4.13 8.32
Depreciation, amortization and impairment 0.12 0.16
Other expenses 15.54 53.17
Total Expenses 1098.35 925.42
Profit/(Loss) before Exceptional Items & Tax Expenses 81.94 33.35
Exceptional Items 0.00 0.00
Profit /(loss) before tax 81.94 33.35
Tax Expense
Current Tax 4.45 6.17
Deferred Tax (0.86) 0.06
Adjustment of tax relating to earlier periods (0.21) (0.04)
Profit/(Loss) for the period 78.56 27.16
Other comprehensive income 0.00 0.00
Total Other Comprehensive Income 0.00 0.00
Total Comprehensive Income for the period 78.56 27.16
Paid up equity share capital (Face Value 10 per share) 646.33 646.33
Earnings Per Equity Share (Basic and Diluted) (in) 1.22 0.42

STATE OF COMPANYS AFFAIRS

During the year under review, the Company achieved revenue of ? 1180.30 lakhs and net profit of ? 78.56 lakhs on a standalone basis.

The company manages the affairs by business operations and is hopefully to carry on further. The promoters of the company have entered into SPA agreement with Mr. Vishnukumar Patel of ahemedabad, to sale their holding on February 27, 2023. Mr. Vishnukumar Patel has assigned the open offer approval process from SEBI / BSE to M/s. Kunvarji Finstock Private Limited as Merchant Banker.

The management has carried out the stake holder interest safely so far and will safeguard the same in time to come. The investment management during the year under review have proved rewarding above marginal costing. The management is optimistic to have better future of stake holder in time to come.

DIVIDEND

Your Directors do not recommend any dividend for the year ended on March 31, 2023.

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

MATERIAL CHANGES BETWEEM THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SHARE CAPITAL

The Authorised Capital of the Company is ? 10,00,00,000/- divided into 70,00,000 Equity Shares and 30,00,000 Preference shares as on March 31, 2023 and The Paid-up Share Capital of the Company as on March 31, 2023 is X 6,46,33,000/- divided into 64,63,300 Equity Shares of X 10 each fully paid up.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at www.jhavericommodity.com.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, to the best of their knowledge and ability state that:

a) In the preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit or loss of the Company for the year ended on that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2023, your Companys Board had five members comprising of one Executive Director, One Non-Executive and Non-Independent Directors and Two Non-Executive Independent Directors. The Board has one woman Director.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mrs. Rupal Jhaveri (DIN: 09456794) retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment.

Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Kamlesh J. Jhaveri - Whole-timeDirector
Mr. Vikram P. Gohil - CFO
Mr. Bhavesh Nagar - Company Secretary & Compliance officer*
Mr. Nevil Sheth - Company Secretary & Compliance officer**

(*Resigned w.e.f November 30, 2022)

(**Appointed w.e.f May 29, 2023)

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Notice of Annual General meeting.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. The policy is available on the Companys website at http://www.jhavericommodity.com/download/Statutory/Nomination&RemunerationPolicy_JCCL.pdf

Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that a) they meet the criteria of independence prescribed under the Act and the Listing Regulations and b) they have registered their names in the Independent Directors Databank. The Board is of the opinion that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations. The said policy is put up on the Companys website and can be accessed at http://www.jhavericommodity.com/download/Statutory/T&CofAppointmentofIDs_JCCL.pdf

The Board is of the opinion that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, Board met 10 (Ten) times i.e. April 02, 2022, May 19, 2022, June 02, 2022, August 02, 2022, August 25, 2022, November 10, 2022, December 02, 2022, January 12, 2023, February 02, 2023 and March 02, 2023.

The details of attendance of Directors at the board Meetings and at the last Annual General Meeting, held on September 22, 2022, are as under:

Name of Director(s)

Number of Board Meetings held and attended during FY 2022-23

Held during the tenure Attended
Mr. Kamlesh Jhaveri 10 10
Mr. Bhaderesh Jhaveri 10 10
Mrs. Rupal Jhaveri 10 10
Mr. Ashesh Trivedi 10 10
Mr. Satish Trivedi 10 10

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

LOANS, GUARANTEES AND INVESTMENTS

The Company has no Loans, Guarantee given and/or Investments made under section 186 of the Companies Act, 2013 for the financial year ended March 31, 2023:

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. Marks & Co., Chartered Accountants was appointed as Auditors of the Company for a term of 5 (five) consecutive years, at the AGM held on September 15, 2018. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The Board of Directors recommends to appoint M/s. Marks & Co., Chartered Accountants (Firm Registration No. 139476W) as Statutory Auditor of the Company for second term of next 1 (one) year.

Auditors Report

M/s. Marks & Co, Chartered Accountants, Ahmadabad having Firm Registration No. 139476W, conducted statutory audit of Company for financial year ended on March 31, 2023, Independent Auditors Report forms part of financial statement aspart of Annual Report. There are no qualifications or adverse remarks in the Auditors" Report which require any clarification/ explanation. The Notes on financial statements are selfexplanatory, and needs no further explanation.

These financial statements for the year ended March 31, 2023, are prepared in accordance with IND-AS.

Disclosure of total fees paid to Statutory Auditor

Total fees for all services paid by the Company to statutory auditors of the Company during the year ended March 31, 2023, are ? 0.45 lakh.

Secretarial Auditors

The Board of Directors of the Company had appointed Ms. CS Heena Patel, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2022-23. Secretarial Audit Report is annexed herewith as Annexure- I to this report. Secretarial Audit Report has qualification during the period of report and Managements Explanation on the Secretarial Auditors Qualification is as following:

The Company has not submitted information required under Regulation 46 of SEBI (LODR) Regulations 2015 on BSE Listing Centre and the Company has not maintain Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

In respect of the above qualification, Managements Explanation is as under:

The Company has submitted information required under Regulation 46 of SEBI (LODR) Regulations 2015 on BSE Listing Centre and the Company was in the process of purchasing designated software and implementing a Structural digital database tool for monitoring the UPSI for the year 2022-23. The company has implemented a Structural digital database tool for monitoring the UPSI w.e.f April 01, 2023

SECRETARIAL STANDARDS

During the year under review, the company has complied with the applicable secretarial standards i.e. SS-1 and SS-2, relating to the "meeting of the Board of Directors" and "General Meetings", issued by the "Institute of Company Secretaries of India", have been duly followed by the company.

Composition, Meetings and Attendance of the Audit Committee

During the year, the Board has reconstituted the Audit Committee and Nomination and Remuneration committee due to appointment of directors.

The Companys Audit Committee comprises of following Directors for the year 2022-23. The table sets out the composition of the Committee:

Sr. No. Name DIN Designation Category of the Director
1 Ashesh Trivedi 00278869 Chairman Independent Director
2 Bhaderesh Jhaveri 00266287 Member Non Executive - Non Independent Director
3 Satish Trivedi 02112215 Member Independent Director

All the recommendations made by the Audit Committee were accepted by the Board. During the Financial Year 2022-23, Four (4) meetings of the Audit Committee were held on May 19, 2022, August 02, 2022, November 10, 2022 and January 12, 2023. The intervening gap between two meetings did not exceed one hundred and twenty days.

The details of the Audit Committee meetings attended by its members during the financial year 2022-23 are given below:

Sr. No. Name Designation

Number of Meetings held during FY 2022-23

Held during the tenure Attended
1. Ashesh Trivedi Chairman 4 4
2. Bhaderesh Jhaveri Member 4 4
3. Satish Trivedi Member 4 4

Composition, Meetings and Attendance of the Nomination and Remuneration Committee

The Companys Nomination and Remuneration Committee comprises of following Non-executive Directors. The table sets out the composition of the Committee:

Sr. No. Director DIN Designation Category of the Director
1 Bhaderesh Jhaveri 00266287 Chairman Non Executive - Non Independent Director
2 Ashesh Trivedi 00278869 Member Independent Director
3 Satish Trivedi 02112215 Member Independent Director

During the Financial Year 2022-23, Two (2) meetings of the Nomination and Remuneration Committee were held on May 19, 2022, and March 02, 2023.

The details of the Nomination and Remuneration Committee meetings attended by its members during the financial year 2022-23 are given below:

Sr. No. Name Designation

Number of Meetings held during FY 2022-23

Held during the tenure Attended
1. Bhaderesh Jhaveri Chairman 2 2
2. Ashesh Trivedi Member 2 2
3. Satish Trivedi Member 2 2

The Nomination and Remuneration Committee among its members shall prepares the matters pertaining to the nomination and remuneration of Board members, the appointment and remuneration of the whole time director and other executives of the company as well as the remuneration schemes of the key managerial personnel.

Composition, Meetings and Attendance of the Stakeholders Relationship Committee

The Companys Stakeholders Relationship Committee comprises of following Directors. The table sets out the composition of the Committee:

Sr. No. Name DIN Designation Category of the Director
1 Ashesh Trivedi 00278869 Chairman Independent Director
2 Bhaderesh Jhaveri 00266287 Member Non Executive - Non Independent Director
3 Kamlesh Jhaveri 00266242 Member Whole- Time Director

During the Financial Year 2022-23 Four (4) meetings of the Stakeholders Relationship Committee were held on May 19, 2022, August 02, 2022, November 10, 2022 and January 12, 2023.

The details of the Stakeholders Relationship Committee meetings attended by its members during the financial year 2022-23 are given below:

Sr. No. Name Designation

Number of Meetings held during FY 2022-23

Held during the tenure Attended
1. Ashesh Trivedi Chairman 4 4
2. Bhaderesh Jhaveri Member 4 4
3. Kamlesh Jhaveri Member 4 4

Meeting of Independent Directors

Meeting of the Independent Directors of the Company was held on March 02, 2023 wherein all the independent directors were present.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions entered into between the Company, Directors, management or their relatives. Hence, disclosure in Form AOC-2 is not provided. All the contracts / arrangements / transactions entered into by the Company with the related parties during the financial year 2022-23 were in the ordinary course of business and on arms length basis as disclosed in the financial statements. The details of related party disclosure form a part of notes to the financial statements provided in the annual report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

A formal evaluation mechanism has been adopted for evaluating the performance of the Board, the Committees thereof and individual Directors. The evaluation is based on criteria whichinclude, among others, providing strategic perspective, integrity and maintenance ofconfidentiality and independence of judgment, attendance, time devoted and preparedness forthe Meetings, quality, quantity and timeliness of the flow of information between the BoardMembers and the Management, contribution at the Meetings, effective decision making ability,monitoring the corporate governance practices, role and effectiveness of the Committees andeffective management of relationship with stakeholders Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluationof its own performance, performance of its directors individually and the committees of theBoard and the same is reviewed by the Nomination and Remuneration Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of the Section 135 of the Companies Act, 2013 and the Rules framed thereunder are not applicable to the Company. Hence CSR report is not required to be annexed.

DEPOSITS

During the year under review, your Company has not accepted deposits covered under Section 73 of the Companies Act, 2013

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separate annexure forming part of this Report as Annexure II.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in this regard.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an email, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at http://www.jhavericommodity.com/download/Statutory/WhistleBlowerPolicy_JCCL.pdf

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the Management Discussion and Analysis as Annexure- III, which forms part of the Directors Report.

CORPORATE GOVERNANCE

In order to comply with Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Regulation 15 of Chapter IV SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Paid-up capital of the Company is ? 6,46,33,000/- viz. not exceeding ^ 10 crore and the Net worth is ? 8,26,30,000/- viz. less than ^ 25 Crore as on the last day of the previous financial year i.e. March 31, 2023. Therefore it is not required to submit Corporate Governance Report.

As stipulated in the Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company does not require comply with Regulation 17 to Regulation 27 of the said regulation as Paid-up Capital does not exceed ? 10 Crores or net worth does not exceed ? 25 Crores which is specified in Regulation 15 and hence did not need to obtain Corporate Governance Certificate.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

Being a responsible Company, Jhaveris daily operations are not energy-intensive. The Company follows energy efficient practices to contribute its bit in energy conservation.

i) Steps taken or impact on conservation of energy:

The Company believes that energy conservation is a collective effort and works towards ensuring implementation of energy efficient techniques by the staff by providing training and conducting awareness programmes.

ii) Steps taken for utilization of alternate sources of energy:

1. The Company follows energy-efficient techniques like limiting the use of artificial lights and encouraging use of natural light as much as possible.

2. The Company uses energy efficient CFL or LED lights in place of regular bulbs to save energy.

3. The Staff has been advised to use hibernation mode on Computers when it is not in use.

4. All the employees are trained of the energy-saving features of appliances and other electronics like the printers and air-conditioners.

5. The company ensures to replace the outdated electronic equipment with certified energy efficient ones.

iii) Capital investment on energy conservation equipments:

No significant capital investment is made on energy consumption equipment which can be quantified.

B. Technology absorption

Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year.

i) Efforts made towards technology absorption Not Applicable
ii) Benefits derived Not Applicable
iii) Details of Technology Imported in last three years
a) Details of Technology imported Not Applicable
b) Year of import Not Applicable
c) whether the technology been fully absorbed Not Applicable
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof Not Applicable
iv) Expenditure incurred on Research and Development Not Applicable

C. Foreign Exchange Earnings and Outgo

During the Financial Year, the foreign exchange earned in terms of actual inflows was NIL, whereas the foreign exchange in terms of actual outflows was NIL.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee for various workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

INSURANCE

The assets of your Company have been adequately insured.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

LISTING

The Equity shares of the company are listed on Bombay Stock Exchange Limited and Company has paid Annual Listing Fees up to the Year 2023-24.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.jhavericommodity.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company

5. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

6. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

7. Change in the nature of business of the Company.

8. Instances of transferring the funds to the Investor Education and Protection Fund.

9. Under Corporate Insolvency Resolution Process under the Details of any application filed for corporate insolvency and Bankruptcy Code, 2016.

10. Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013

11. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

12. There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and members of the Company.

For and on behalf of the Board of Directors

Kamlesh Jhaveri
Date: July 26, 2023 Chairman & Whole time Director
Place: Vadodara DIN: 00266242