TO THE MEMBERS
To,
The Members
Your directors have pleasure in presenting the 39th Annual Report on the business and
operations of the Company together with the Audited Financial Statement of Accounts for
the year ended 31st March 2023.
FINANCIAL RESULTS
The financial highlights of the current year in comparison to the previous year are as
uider.
A) STANDALONE: (Amount in lakhs)
PARTICULARS |
2022-23 |
2021-22 |
Profit/(Loss) before Depreciation |
(6.9C) |
(6.44) |
Less: Depreciation and Amortization Expense |
- |
- |
Profit/(Loss) before Tax Before exceptional and extra-ordinary items |
(6-9C) |
(6.44) |
Exceptional and Extra-ordinary Items |
- |
- |
Profit/(Loss) before Tax after exceptional and extra-ordinary items |
(6.9Q |
(6.44) |
Less: Tax Expense (Net) |
- |
- |
Profit/(Loss) After Tax |
(690 |
(6.44) |
Add : Balance brought forward from the previous year |
(292 20) |
(285.77) |
Balance carried to Balance Sheet |
(299.-0) |
(292.20) |
REVIEW OF OPERATION
The total loss of your Company for the year under review is Rs. 6.90 lakhs as compared
to Rs. 6.44 lakhs for the previous year ended 31st March 2022.
There is no business activity carried out by the company. The management does net
foresee any prospect of carrying out any business in the near future till the financial
position of the company im: roves.
DIVIDEND
In view of the accumulated losses, your Directors regret their inability to recommend
arv dividend for the year. THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES
In view of the accumulated losses, the Company has not transferred any amount to
general reserve.
DEPOSITS
During the year under review, your Company has neither accepted nor renewed any
deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.
The details of money accepted and received from the directors or the relatives of
directors of the company have been disclosed in the financial statements.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules,2014, the Annual Return as on 31st March 2023 is available on the
Companys website at: www.iupiterind.co.in
THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES
As the Company has only one employee and no material liability for employee benefits is
expected, liability for the same is not ascertained.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION
RE-APPOINTMENTS:
Mr. Samir Hemant Shah (DIN: 00890587) Director of the Company is liable to retire by
rotation and hence in the current financial year Mr. Samir Hemant Shah (DIN: 00890587) is
being considered for the Directors liable to retire by rotation.
Therefore, Mr. Samir Hemant Shah (DIN: 00890587) retires at the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment as no other Directors liable
to retire by rotation were available. The Board of Directors on the recommendation of the
Nomination and Remuneration Committee ("NRC") has recommended his reappointment.
None of the Independent directors will retire at the ensuing Annual General Meeting.
CHANGES IN KEY MANAGERIAL PERSONNEL:
During the year under review Mrs. Avani N. Harikantra Company Secretary has resigned as
the Company Secretary & Compliance Officer of the Company with effect from 16th May
2022 and subsequently Mr. Rohit Raghunath Jadhav Company Secretary has been appointed as
the Company Secretary & Compliance Officer of the Company with effect from 13th
January 2023 to fulfil the requirement of Section 203 of the Companies Act, 2013.
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:
Key Managerial Personnel as on 31st March 2023:
Sr. No |
Name of Key Managerial Personnel |
Designation |
1. |
Mr. Hemant Damodardas Shah |
Managing Director |
2. |
Mrs. Rasika R. Wadkar |
Chief Financial Officer |
3. |
Mr. Rohit Raghunath Jadhav |
Company Secretary and Compliance Officer |
NUMBER OF MEETINGS OF THE BOARD
5 meetings of the Board of Directors were held during the year 2022-23. The dates of
the meeting are as follows:
Sr. No. |
Date of Meeting |
1. |
30th May, 2022 |
2. |
13th July, 2022 |
3. |
29th August, 2022 |
4. |
09th November, 2022 |
5. |
13th January, 2023 |
Composition of the Board as on 31s* March 2023 was as under:
Sr. No. |
Directors |
Designations |
1. |
Mr. Hemant Damodardas Shah |
Managing Director |
2. |
Mr. Samir Hemant Shah |
Executive Director |
3. |
Mr. Jiten Subhash Patel |
Executive Director |
4. |
Mr. Prakash Premnarayan Kanungo |
Independent Director |
5. |
Mr. Sanket Harischandra Shedge |
Independent Director |
6. 1 |
Mrs. Priya Mehul Patel |
Independent Director |
DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149
As on 31st March 2023, Mr. Prakash Premnarayan Kanungo, Mr. Sanket Harischandra Shedge
and Mrs. Priya Mehul Patel are Independent Directors on the Board. The Board hereby
confirms that, all the Independent Directors of your Company have given a declaration that
they meet the criteria of Independence as provided in Section 149(6) of the Companies Act,
2013, and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Further, the Independent Directors confirmed that the
respective Independent Director is not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence.
In pursuance of Regulation 25(9) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of directors took on record of the declarations
and confirmations submitted by the independent directors under Regulation 25(8) after
undertaking due assessment of the veracity of the same.
DIRECTORS REMUNERATION
Since the company has no business activity and huge accumulated losses, the company is
not in a position to give any remuneration to the Managing Director and/or its Directors.
COMPANY SECERETARYS REMUNERATION
The Company had appointed Mrs. Avani N. Harikantra as the Company Secretary &
Compliance Officer of the Company on 03rd December 2021. Pursuant to Section 203 of the
Companies Act, 2013, Mrs. Avani N. Harikantra was the full time Company Secretary &
Compliance Officer of the Company at a remuneration of Rs. 2.04 lakhs p.a. The Company has
accepted her resignation w.e.f. 16th May 2022.
Thereafter Mr. Rohit Raghunath Jadhav, (ACS No. A68132), has been appointed as the
Company Secretary & Compliance Officer of the Company on 13th January 2023. Pursuant
to Section 203 of the Companies Act, 2013, Mr. Rohit Raghunath Jadhav is a full time
Company Secretary & Compliance Officer of the Company at a remuneration of Rs. 2.40
lakhs p.a.
CHIEF FINANCIAL OFFICERS REMUNERATION
The Company has accepted the resignation of Miss. Sweta H. Shetty, the Chief Financial
Officer (CFO) of the Company on 18th February 2023.
Thereafter pursuant to Section 203 of the Companies Act, 2013, the Company appointed
Mrs. Rasika R. Wadkar, as the Chief Financial Officer (CFO) of the Company on 15th May
2023.
Since the Company does not have any significant business activities, hence the volume
and scope of work for the Chief Financial Officer is less and it is not a full time work
and the job of the Chief Financial Officer is not attractive commensurate with the scope
of work and salary. Thus no salary is paid to the Chief Financial Officer.
COMMITTEES OF THE BOARD
Pursuant to the requirement under the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has constituted Committees of the Board i.e., Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in line with the provisions of
Regulation 18(1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 177 of the Companies Act, 2013. Apart from that all
the matters provided in Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Audit
committee review reports of the Internal Auditor, meet Statutory Auditors as and when
required and discusses their findings, suggestions, observations, and other related
matters and reviews major accounting policies followed by the Company.
The Audit Committee is duly constituted, during the Financial Year ended 31st
March 2023, 4 (Four) Meetings of the Audit Committee were held on 30th May 2022, 13th July
2022, 9th November 2022 and 13th January 2023.
The Composition of the Audit Committee as on 31st March 2023 is as under:
Sr. No. |
Name of person |
Designation |
1. |
Mr. Prakash Premnarayan Kanungo |
Chairman and Member |
2. |
Mr. Sanket Harischandra Shedge |
Member |
3, |
Mrs. Priya Mehul Patel |
Member |
4. |
Mr. Hemant Damodardas Shah |
Member |
5. |
Mr. Samir Hemant Shah |
Member |
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted in line with
the provisions of Regulation 19(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.
Apart from that all the matters provided in Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the
Companies Act, 2013, the Nomination and Remuneration Committee identifies (a) criteria for
determining qualifications, positive attributes, independence of a director, etc, and (b)
guiding principles for payment of remuneration to Directors, Key Managerial Personnel and
other employees.
The Nomination and Remuneration Committee is duly constituted, during the Financial
Year ended 31st March 2023, 3 (Three) Meetings of the Nomination and
Remuneration Committee were held on 30th May 2022, 13th July 2022 and 29th August 2022.
The Composition of the Nomination and Remuneration Committee as on 31st
March 2023 is as under:
Sr. No. |
Name of person |
Designation |
1. |
Mr. Prakash Premnarayan Kanungo |
Chairman and Member |
2. |
Mr. Sanket Harischandra Shedge |
Member |
3. |
Mrs. Priya Mehul Patel |
Member |
4. |
Mr. Hemant Damodardas Shah |
Member |
5. |
Mr. Samir Hemant Shah |
Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The scope of the Shareholders relationship Committee is to review and address the
grievance of the shareholders in respect of share transfers, transmission, non-receipt of
annual report, non-receipt of dividend, etc, and other related activities. In addition,
the Committee also investigates matters which can facilitate better investors services
and relations. The Stakeholders Relationship Committee is duly constituted, during the
Financial Year ended on 31 st March 2023. Meetings of the Stakeholders Relationship
Committee was held on 9th November 2022.
The ComDosition of the Shareholders Relationship Committee as on 31st March 2023 is as
under:
Sr. No. |
Name of person |
Designation |
1. |
Mr. Prakash Premnarayan Kanungo |
Chairman and Member |
2. |
Mr. Sanket Harischandra Shedge |
Member |
3. |
Mrs. Priya Mehul Patel |
Member |
4. |
Mr. Hemant Damodardas Shah |
Member |
5. |
Mr. Samir Hemant Shah |
Member |
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS.
The company has placed a system of internal financial controls with reference to the
financial statements. In our view, these internal financial controls are adequate and are
operating effectively.
AUDITORS
The Board of Directors on the recommendation of the Audit Committee had approved and
recommended to the Members, the appointment of M/s. Tolia & Associates, Chartered
Accountants (Firm Registration No. 111017W) comes to an end with the conclusion of the
39th Annual General Meeting for the Financial Year 2022-23. The Board places on record,
its appreciation for the contribution of M/s. Tolia & Associates, Chartered
Accountants, during their tenure as the Statutory Auditors of the Company.
The Board has approved the proposal for placing at the Thirty-Ninth Annual General
Meeting, the matter of appointment of M/s. N N K & Co, Chartered Accountants (Firm
Registration No. 143291W) as Auditors of the Company for a term of 5 years from the
Financial Year 2023-2024 to 2027-2028 on such terms and conditions and remuneration as may
be approved by the Board.
M/s. N N K & Co, Chartered Accountants (Firm Registration No.: 143291W) have
confirmed that their appointment, if approved, will be in accordance with Section 139 of
the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and they
satisfy criteria laid down in Section 141 of the Act. Further, M/s. N N K & Co,
Chartered Accountants, have confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India as required under the
Listing Regulations.
AUDITORS REPORT
The Auditors in their Report to the members, having given a qualified opinion and the
response of your Directors with respect to it is as follows:
The Company being in the business of Leasing & Hire Purchase incurred heavy losses
during 1995 to 1997 as the borrowers defaulted in their payments to the Company. Further
the entire financial services industry faced similar crises during the said period. The
Company unfortunately could not revive thereafter due to non-funding by the banks and
paucity of its own funds.
The interest of Rs. 12,023.97 lakhs has been computed from 1997 at an exorbitant rate
of interest of 18% p.a. compounded quarterly. The principal amount of the loan being only
about Rs. 70 lakhs.
COST RECORDS AND COST AUDIT
The provisions relating to maintenance of Cost Records as specified by the Central
Government under Section 148 of the Companies Act, 2013 is not applicable to the Company
for the financial year 2022-23. Also, as per rule 4 of the Companies (Cost Records and
Audit) Rules, 2014, cost audit is not applicable to your company. Accordingly, the cost
auditor is not appointed for the financial year 2022-23.
INTERNAL AUDITORS
The Board of Directors of the Company has appointed D R J & Associates, Chartered
Accountants (Firm registration Number 155082W) as the Internal Auditors to conduct the
Internal Audit of the Company for the Financial Year 2022-23.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company
has appointed Mr. Bhupendra Dave, Practicing Company Secretary, to undertake the
Secretarial Audit of the Company for the financial year 2022-23. A Secretarial Audit
Report given by the Secretarial Auditors is annexed with this Report as ANNEXURE -1.
EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER
MADE, IF ANY, IN THE STATUTORY AUDITORS REPORT AND THE SECRETARIAL AUDIT REPORT.
The Statutory Auditors Report and the Secretarial Audit Report to the members, for the
year ended 31st March 2023, does not contain any qualification, reservation, adverse
remark or disclaimer which require explanations or comments by the Board. However, the
reply of the Board to the ‘emphasis of matter reported in the Statutory Auditors
Reports is given in the ‘Auditors Report clause above.
During the year, there were no instances of frauds reported by the auditors under
section 143(12) of the Companies Act, 2013 to the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility are not applicable as the Net worth of the Company is less than rupees Five
Hundred Crores, Turnover is less than rupees One Thousand Crore and Net Profit is less
than rupees Five Crores.
CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, report on Corporate Governance shall not apply on listed entity having
paid up equity share capital not exceeding rupees ten crore and net worth not exceeding
rupees twenty-five crore, as on the last day of the previous financial year hence, the
report on Corporate Governance is not applicable on the company.
SHARE CAPITAL
At the beginning of the year, your company has a paid-up capital of Rs. 1.00 crore
during the year under review. WHISTLEBLOWER POLICY
In pursuance of provisions of the Companies Act, 2013, and the Listing Regulations the
Company has formulated Whistle Blower Policy (Vigil Mechanism) with a view to providing a
mechanism for (i) directors and employees of the Company to freely communicate/report
genuine concerns and/or grievances about illegal or unethical practices, unethical
behaviour, actual or suspected fraud or violation of the Companys code of conduct or
ethics policy, and
(ii) the stakeholders of the company to freely communicate their concerns about illegal
or unethical practices, and to approach the Whistle Officer/Chairman of the Audit
Committee of the Company to, inter-alia, report the same to the management. This Policy is
an extension of the Companys Code of Conduct.
The Audit Committee oversees the vigil mechanism through the committee. This Policy
inter-alia provides direct access to the Chairman of the Audit Committee.
The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit
Committee on a regular basis about all the complaints referred to him since the last
report together with the results of investigations, if any.
DEMATERIAUSATION OF SHARES
Out of the total shares, 35.59% shares are held in physical form. Shareholders holding
shares in physical form are once again advised to dematerialize their shares to avoid the
risk associated with the physical holding of share certificates and for facilitating easy
liquidity for shares.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company is committed to provide a protective environment at the workplace for all
its women employees. Also, in terms of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the
Company has complied with the constitution of Internal Complaints Committee to which
employees can write their complaints and adopted a Policy on Prevention of Sexual
Harassment of Women at Workplace.
During the year ended 31st March 2023 there were no incidents of sexual harassment
reported in the Company i.e., Complaints pending at the beginning of the year: NIL,
Complaints received during the year: NIL, disposed of during the year: NIL, pending at the
end of the year: NIL.
DIRECTORS* RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 134(3)(c) of the Companies Act, 2013,
your directors, hereby confirm that:
(a) In the preparation of the annual accounts for the financial year ended 31st March
2023, 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 as on 31st March 2023 and of the loss of
the company for the financial year ended 31st March 2023;
(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.
THE CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant and/or material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in the future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
No loans, guarantees or investments under section 186 of the Act, has been made by the
company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013
During the year, there are no contracts or arrangements with related parties referred
to in sub-section (1) of section 188 of the Act, have been entered by the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology
absorption, foreign exchange earnings, and outgo, are provided below:
CONSERVATION OF ENERGY:
With respect to conservation of energy pursuant to rule 8(3) A of the Companies
(Accounts) Rules 2014-
Sr. No |
Particulars |
Steps/Amount |
1. |
Steps taken or impact on conservation of energy |
Nil |
2. |
Steps taken by the company for utilizing alternate sources of energy |
Nil |
3. |
Capital investment on energy conservation equipment |
Nil |
TECHNOLOGY ABSORPTION:
With respect to technology absorption pursuant to Rule 8(3) B of the Companies
(Accounts) Rules, 2014 are not given as the Company has not spent any amount towards
technology absorption.
FOREIGN EXCHANGE EARNING AND OUTGO:
Information pursuant to Rule 8(3)C of the Companies (Accounts) Rules.
The Company has incurred following Foreign Exchange Expenditure or has earned following
Foreign Exchange Earnings during the year under review.
Particulars |
Amount (in rupees) |
Foreign Exchange Expenditure |
Nil |
Foreign Exchange Earnings |
Nil |
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of Secretarial Standards issued
by the Institute of Company Secretaries of India.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The evaluation of Board, Committee(s) and individual Directors was carried out based on
a structured questionnaire encompassing parameters such as performing statutory duties,
level of engagement and contribution, independence of judgment, etc.
MEETINGS OF INDEPENDENT DIRECTORS
The Companys Independent Directors meet at least once in every financial year without
the presence of non- independent directors and members of the management.
The independent director in their meeting (a) review the performance of non-independent
directors and the Board as a whole, (b) review the performance of the Chairperson of the
company, taking into account the views of executive directors and non-executive directors,
and (c) assess the quality, quantity, and timeliness of the flow of information between
the company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
A meeting of the Independent Directors was held on 09th November 2022 and all
independent directors attended the meeting.
ACKNOWLEDGEMENTS
Your directors place on records their sincere appreciation to the Shareholders,
Investors, Financial Institutions, Banks, Suppliers, Government, and Semi-Government
agencies for their continued assistance and co-operation extended to the Company and
wishes to place on record their appreciation of employees for their hard work, dedication,
and commitment.
By Order of the Board of Directors For JUPITER INDUSTRIES & LEASING LIMITED
H. D. SHAH
Managing Director Din No: 02303535
S. H. SHAH
Director Din No: 00890587
Place: Mumbai
Date : 4th September, 2023
+91-9892691696
