Your Directors have great pleasure in presenting the 13th Annual Report
together with the Audited Accounts of the Company for the year ended at 31st
March, 2021.
FINANCIAL RESULTS
The summarized performance of the Company for the years 2020-21 and 2019-20 is given
below:
(Rupees in Lakh)
| Particulars |
For Financial Year Ended |
| 31stMarch, 2021 |
31stMarch, 2020 |
| Total Income |
14.57 |
19.01 |
| Total Expenditure |
20.40 |
17.35 |
| Profit before Tax |
(5.82) |
1.66 |
| Less: Tax Expense |
0.17 |
0.39 |
| Profit/(Loss) adjusted |
6.00 |
- |
| Profit/(Loss) carried to Balance Sheet |
6.00 |
1.27 |
RESULTS OFOPERATIONS
Operating in a volatile and uncertain environment, the Company demonstrated the
resilience of its business model. The Company delivers robust profits in the financial
year 2020-21. The highlights of the Companys performance are as mentioned above.
DIVIDEND
In view of the requirement of funds for expansion of the business, The Directors have
not recommended any dividend for the financial year 2020-21.
CHANGE IN THE BOARD OF DIRECTORS ANDKMP
During the year under Review, Mr. Sanjay Kumar Singh was appointed as the Chief
Financial Officer of the company w.e.f 17.12.2020.
Except above there was no change in the composition of Board of Directors.
STATE OF COMPANYAFFAIRS
The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company.
CHANGE IN THE NATURE OFBUSINESS
During the year, the Company has not changed its nature of business.
MAINTENANCE OF COSTRECORD:
Maintenance of Cost record as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013 is not applicable on the Company.
STATUTORY AUDITOR AND HISREPORT
The Board appoints M/s. Gyanesh Gupta & Co., Chartered Accountants (FRN 024354N),
as the Statutory Auditors of the Company from the conclusion of this Annual General
Meeting till the conclusion of next Annual General Meeting of the company. In this regard
the Company has received a Certificate from the Auditors to the effect that if they are
appointed it would be in accordance with the provision of section 141 of the Companies
Act, 2013. The Report given by the Statutory Auditors for the Financial Statements for the
year ended March 31,
2021 read with explanatory notes thereon do not call for any explanation or comments
from the Board under Section 134(3) of the Companies Act, 2013.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory/ regulatory compliances. The Company has a
strong monitoring and reporting process resulting in financial discipline and
accountability.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT,2013
In order to prevent sexual harassment of women at workplace; the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are
effective in the Company. Under the said Act, every company is required to set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at
workplace of any women employee.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal)
Act, 2013 and Rules made there under, your Company has constituted Internal Committees
(IC). While maintaining the highest governance norms, to build awareness in this area, the
Company has been conducting induction / refresher programmes in the organization on a
continuous basis.
During the period under review, there was no women employee employed in the company. So
there was no complaint on sexual harassment during the year under review.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITSSUBSIDIARIES AND
ASSOCIATE
Since the Company has no subsidiaries as on 31st March, 2021, provision of
section 129 of the Companies Act, 2013 is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNING ANDOUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under
review.
SUBSIDARYCOMPANIES
The Company does not have any subsidiary. Since there is no subsidiary of the Company
at present, hence no consolidated financial statements have been prepared.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY
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 Statement relate and the date of this report.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors
hereby state:
a. in the preparation of the annual accounts for the financial year ended on 31st
March, 2021, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b. the directors had 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 at the end of the financial year and of
the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
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 the
company and that such internal financial controls are adequate and were operating
effectively; and
f. the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
INDEPENDENT DIRECTORSMEETING
During the year under review, the Independent Directors met on 09 th
November, 2020 inter alia, to discuss:
• Evaluation of the performance of Non-independent Directors and the Board of
Directors as a whole.
• Evaluation of the performance of the chairman of the Company, taking into
account the views of the Executive and Non-executive directors.
• Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
• All the Independent Directors were present at the Meeting.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2020-21 had
familiarize the Independent Directors with regard to the roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, the Business models
of the Company etc. The Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Companys policies, procedures
and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business
and performance updates of the Company, Business strategy and risks involved. Quarterly
updates on relevant statutory changes and judicial pronouncements and encompassing
important Amendments are briefed to the Directors.
CAPITALSTRUCTURE
During the under Review, there is no change in the capital structure of the company
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, Listing Agreement and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
a) Board Meetings
During the year, 06 (Six) Board Meetings were convened and held on 18.06.2020,
27.07.2020, 29.08.2020, 09.11.2020, 17.12.2020 and 22.03.2021.The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.
b) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
Annual Performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its various Committees. A separate exercise was
carried out to evaluate the performance of individual Directors including the Chairman of
the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the Independent Directors was carried out
by the entire Board excluding the Directors being evaluated.
c) Audit Committee
The Board has well-qualified Audit Committee with majority of Independent Directors
including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation,
Internal Controls etc. During the year, there are no instances where the Board had not
accepted the recommendations of the Audit Committee.
COMPOSITION AND ATTENDANCE OF THE AUDIT COMMITTEE:
During the year ended on 31stMarch, 2021, the composition & attendance
of Audit Committee has been asunder:
| Name of Director |
Designation |
Category |
No. of Meeting Attended |
| Ms. Usami Devi |
Chairman |
Non Executive and Independent Director |
4 |
| Mr. Sanjay Kumar Singh |
Member |
Executive Director |
4 |
| ,Mr. Kishori Prasad Gupta |
Member |
Non Executive and Non-Independe Director |
4 |
During the financial year 2020-21, Five (5) meeting of Audit Committee were held on
18.06.2020, 27.07.2020, 09.11.2020, 17.12.2020 and 22.03.2021.
(d) Stakeholders Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013 and
SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015, the Board has
constituted the "Stakeholders Relationship Committee".
COMPOSITION AND ATTENDANCE AT MEETINGS:
During the year ended on 31stMarch, 2021, the composition of Stakeholders
Relationship Committee has been as under:
The attendance record of the members at the meeting was as follows:
| Name of Director |
Designation |
Category |
No. Of Meeting Attended |
| Ms. Usami Devi |
Chairman |
Non Executive and Independent Director |
4 |
| Mr. Sanjay Kumar Singh |
Member |
Executive Director |
4 |
| Mr. Kishori Prasad Gupta |
Member |
Non Executive and Non-Independent Director |
4 |
During the financial year 2020-21, Five (05) meeting of Stakeholders Relationship
Committee were held on 18.06.2020, 27.07.2020, 09.11.2020, 17.12.2020 and 22.03.2021.
(e) Nomination & Remuneration Committee
In compliance with Section 178 of the Companies Act, 2013, the Board has constituted
the Nomination and Remuneration Committee.
COMPOSITION AND ATTENDANCE AT MEETINGS:
| Name of Director |
Designation |
Category |
No. Of Meeting Attended |
| Ms. Usami Devi |
Chairman |
Non Executive and Independent Director |
4 |
| Mr. Sanjay Kumar Singh |
Member |
Executive Director |
4 |
| Mr. Kishori Prasad Gupta |
Member |
Non Executive and NonIndependent Director |
4 |
During the financial year 2020-21, Five (05) meeting of Nomination and Remuneration
Committee were held on 18.06.2020, 27.07.2020, 09.11.2020, 17.12.2020 and 22.03.2021.
f) Risk Management
The Company has laid down the procedures to inform to the Board about the risk
assessment and minimization procedures and the Board has formulated Risk management policy
to ensure that the Board, its Audit Committee and its Executive Management should
collectively identify the risks impacting the Companys business and document their
process of risk identification, risk minimization, risk optimization as a part of a risk
management policy/strategy.
The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and
Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention
of Talent and Expansion of Facilities etc.
Business risk, inter-alia, further includes financial risk, political risk, legal risk,
etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares
risk mitigation plans, if necessary.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. The following substantive Committees constituted by
the Board function according to their respective roles and defined scope:
• Audit Committee
• Stakeholder Relationship Committee
• Nomination & Remuneration Committee
CORPORATE GOVERNANCEREPORT
As per Chapter IV Regulation 15 of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, A Company Listed under chapter
XB (Companies listed on SME ITP exchange) or chapter XC (Companies listed on institutional
trading platform without IPO) of ICDR regulations, 2009 and having its equity shares
listed on a recognized stock exchange, is out of the ambit of Corporate Governance Report
in its Annual Report.
MANAGEMENT DISCUSSION AND ANALYSISREPORT
As per Chapter IV Regulation 15 of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, A Company Listed under chapter
XB(Companies listed on SME ITP exchange) or chapter XC(Companies listed on institutional
trading platform without IPO) of ICDR regulations, 2009 and having its equity shares
listed on a recognized stock exchange, is out of the ambit of Management Discussion And
Analysis Report in its Annual Report.
Particulars of employees and other disclosure
The prescribed particulars of Employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given below:
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
| Sr. Name of Director/KMP No. and Designation |
Remuneration of Director/ KMP for FY 2020-21 (Rs. In Lakhs) |
% increase in Remuneration in FY 2020-21 ** |
Ratio of Remuneration of Director to Median Remuneration of employees |
Ratio of Remuneration of Director to Median Remuneration of Employees |
| 1 Mr. Sanjay Kumar Singh, |
Nil |
N.A. |
N.A. |
N.A. |
| Whole Time Director |
1 |
1 |
1 |
1 |
The number of permanent employees as on 31st March 2021 was 1.
Average of remuneration of employees excluding KMPs - Nil
Companys performance has been provided in the Directors Report which forms part of
the Board Report.
The key parameter for the variable component of key managerial personnel(s) is linked
with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the
Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS REPORT FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2021 -NOT APPLICABLE
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance Officer in advance.
PERSONNEL
The Management-Employees relations remained very cordial throughout the year. Your
Directors wish to place on record their appreciation of sincere and devoted services
rendered by all the workers and staff at all levels.
IvIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is
required to establish an effective Vigil Mechanism for Directors and Employees to report
genuine concerns. In line with this the Company has framed a Vigil Mechanism Policy
through which the Directors and Employees may report concerns about unethical behavior,
actual or suspected fraud or violation of the Companys Code of Conduct & Ethics
without fear of reprisal.
The Employees and Directors may report to the Compliance Officer and have direct access
to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website
of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE(PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered
under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed off
during the year:
a. No. of Complaints received:0
b. No. of Complaints disposed off:0
RELATED PARTYTRAN SACTIONS
During the year under review, There is no Related party Transactions.
PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS
During the year under review, the Company has not given any loans and guarantees.
Details of Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the Notes to the Financial Statements.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract
of the Annual Return for the financial year ended 31st March, 2021 made under
the provisions of Section 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure
-I.
SECRETARIALAUDIT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Ms. Nikita Rohilla, Practicing Company Secretaries, to undertake the
Secretarial audit of the Company. The Secretarial Auditor Report provided By the
Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure -II.
i) With reference to the qualifications, we wish to explain that the Company is
searching the best person for the post of Chief Financial Officer as we will find the
suitable person; we will appoint the same as Chief Financial Officer.
ii) With Reference to the Qualifications and observations given by the Secretarial
Auditor company, Company is under process to remove all the Qualifications and
observations in future.
Significant and material orders passed by the regulators or courts
No Significant and Material orders has been passed by Securities Exchange Board of
India, Stock Exchanges, Tribunal or Courts in the year under Report.
Ihuman resources industrial relations
The takes pride in the commitment, competence and dedication shown by its employees in
all areas of Business. The Company is committed to nurturing, enhancing and retaining top
talent through superior Learning and Organizational Development. This is a part of
Corporate HR function and is a critical pillar to support the Organizations growth and
its sustainability in the long run.
ICAUTIONARY STATEMENT
Statements in this Directors Report describing the Companys objectives, projections,
estimates, expectations or predictions may be "forward looking statements"
within the meaning of applicable securities law and regulations. Actual results could
defer materially from those expressed or implied. Important factors that could make
difference to the Companys operations include changes in Government regulations, Tax
regimes, Economic developments within India and the countries in which the Company
conducts Business and other ancillary factors.
ACNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and
co-operation received from the cooperative banks, Government Authorities, customers,
vendors and, members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the Companys
executives, Staff.
| Dated: 04.09.2021 |
|
F or and on behalf of board of Jigyasa Infrastructure Limited |
| Place: New Delhi |
Sd/- |
Sd/- |
|
Usami Devi |
Sanjay Kumar Singh |
|
Director |
Director |
|
DIN No: 07773336 |
DIN No: 06793460 |
+91-9892691696
