The Members of JSG Leasing Limited
Your directors have presented the 33rd Annual Report on the performance of the Company together with the Audited Financial Statements for the year ended 31st March 2022.
2. FINANCIAL HIGHLIGHTS:
The Companys financial performance for the year under review along with previous year’s figures is given hereunder:
(Amount in Rs.)
|Revenue from Operations and Other Income||28,14,224||8,41,969|
|Profit (Loss) before Exceptional and Extra Ordinary Items||18,10,314||(8,70,180)|
|Less: Exceptional Items||-||-|
|Less: Extra Ordinary Items||-||-|
|Profit before Tax||18,10,314||(8,70,180)|
|Less: Current Tax||3,92,191||-|
|Less: Deferred Tax Liability||-||-|
|Profit after Taxation||14,18,123||(8,70,180)|
Considering the overall business requirements, your directors have not recommended dividend for the Financial Year 2021-22. The management believes that conserving financial resources will enhance the ability to take advantage of lucrative business opportunities.
4. TRANSFER TO RESERVES:
The Company did not have any profits to be transferred to Reserves during the year under consideration.
5. SHARE CAPITAL:
Authorised Share Capital:
As on 31st March 2022 Authorised Share Capital of the Company is Rs. 3,50,00,000/- (Three Crore Fifty Lakh only) divided into 35,00,000 (Thirty Five Lakh) equity shares having Face value of Rs. 10/- (Rupees Ten only) each.
Paid-up Share Capital:
As on 31st March 2022 Paid-up Share Capital of the Company is Rs. 3,00,00,000/- (Three Crore only) divided into 30,00,000 (Thirty Lakh) equity shares having Face value of Rs. 10/- (Rupees Ten only) each.
6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:
There were no Related Party Transactions during the financial year under review. Generally, all related party transactions are into at an arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013
(‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The details of related party transactions entered into by the Company are provided in Form AOC 2 given as "Annexure 1" of Board’s Report.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The disclosure under the provisions of section 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as "Annexure 2".
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint venture or associate company.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
There is no Unclaimed Dividend to be transferred to the Investor Education and Protection Fund.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report covering details of Risks and Concerns, Internal Control Systems and their Adequacy,
Discussion on Financial Management’s Performance with respect to Operational Performance etc. for the year under review is set out in this Annual Report.
11. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors, based on the representations received from the operational management, confirm in pursuance of section 134 (5) of the Companies Act, 2013 that:
Your Company has, in the preparation of the annual accounts for the year ended 31st March 2022, the applicable accounting standards read with the requirements set out under Schedule III to the Act have been followed an there are no material departures from the same;
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 31st March 2022 and of the Profit of your company for the financial year ended 31st March 2022;
The Directors have taken proper and sufficient care to the best of their knowledge and ability, for 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;
The annual accounts have been prepared on a going concern basis;
The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
The Directors have devised systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
12. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.
Thus, due to non-applicability, a separate report of Corporate Governance has not been provided in this Annual report.
13. CORPORATE SOCIAL RESPONSIBILITY:
The conditions prescribed in the Section 135 of the Companies Act, 2013, which mandates the Company to constitute a Corporate Social Responsibility Committee are not applicable to our Company.
14. APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL
|Name||Designation||Date of Appointment||Date Cessation of|
|Motibhai Rabari||Whole Time Director & Chief||26/09/2019||-|
|Kalpesh Medhekar||Executive Director||25/02/2022||-|
|Subhash Nagam||Non-Executive Director||03/03/2022||-|
|Udaybhai Patel||Independent Director||29/01/2021||-|
|Chandni Solanki||Independent Director||01/03/2020||-|
|Chatan Jain||Company Secretary||09/11/2020||15/05/2021|
|Sakina Pimpalnerwala||Company Secretary||01/11/2021||28/12/2021|
|Deepika Undhad||Company Secretary||21/04/2022||-|
Details of directors seeking appointment/re-appointment at the forthcoming Annual General Meeting as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Notice conveying the Annual General Meeting and forms the part of this Annual Report.
15. MEETINGS OF THE BOARD AND DIRECTORS’ DETAILS:
During the year under review, the Board of Directors met Ten (10) times i.e. on 15th May 2021, 10th June 2021, 09th August 2021, 01st November 2021, 2nd November 2021, 28th December 2021, 01st February 2022, 25th February 2022, 03rd March 2022, 25th March 2022 . Details of Meetings are as follows:
Directors’ attendance in Board Meetings held during the financial year and last Annual
General Meeting are as under.
|Name of Director||No. of Board Meetings||Attendance at last|
|Held during their tenure||Attended during their tenure||AGM|
16. DETAILS OF COMMITTEES:
The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Act. The Company has in place a qualified and independent Audit Committee. The role of the Audit Committee includes the powers as stipulated in LODR read with Section 177 of the Act.
During the year under review, audit committee met 4 (Four) times. Details of composition, committee meetings and attendance of members are as follows:
|Name of Directors||Nature of||Meeting Dates|
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee is in compliance with the requirements under Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act.
During the year under review, Stakeholder Relationship committee met 4 (Four) times. Details of composition, committee meetings and attendance of members are as follows:
|Name of Directors||Nature of||Meeting Dates|
The Board of Directors of the Company have delegated the authority to approve the transfer, transmission, dematerialization of shares, etc., to any two members, jointly, of the Shareholders Committee including the Company Secretary.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is constituted in compliance with the requirements under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Act.
During the year under review, Nomination and Remuneration committee met 4 (Four) times. Details of composition, committee meetings and attendance of members are as follows:
|Name of Directors||Nature of||Meeting Dates|
* Motibhai Rabari resigned as member of the committee w.e.f 03rd March 2022 ** Subhash Nagam appointed as member of the committee w.e.f. 03rd March 2022.
Remuneration to Directors:
The Board of Directors of the Company shall decide the remuneration of Directors on the basis of recommendation from Nomination and Remuneration Committee subject to the overall limits provided under the Act and rules made thereunder, including any amendments, modifications and re-enactments thereto and compliance of related provisions provided therein.
Details of remuneration paid to Directors for FY 2021-22.
|Name of the Directors||Designation||Remuneration paid|
Details of shares of the Company held by Non-Executive Directors are as under:
|Name of Member||No. of Equity shares held|
17. DECLARATION BY INDEPENDENT DIRECTORS:
The company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149 (7) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
18. STATUTORY AUDITOR:
M/s. K. Singh & Associates, Chartered Accountants (FRN: 12458N) resigned from the post of Statutory Auditors of the Company due to pre-occupancy in other assignments.
To fill the casual vacancy, Board of Directors in their meeting held on 18th August 2022 has appointed M/s. Rawka & Associates, Chartered Accountants (FRN: 021606C) as statutory Auditors of the Company.
Resolution for appointment of M/s. Rawka & Associates has been placed before the member for their approval and forms a part of Notice annexed with Annual Report.
19. STATUTORY AUDITOR’S REPORT:
The Auditors’ Report does not contain any qualification, reservation or adverse remark and the Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.
20. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. H. Nitin & Associates, Company Secretaries (COP No.: 11673), as its Secretarial Auditors to undertake the Secretarial Audit of the Company for the year ended 31st March 2022.
21. SECRETARIAL AUDITOR REPORT:
The Secretarial Audit Report issued by M/s. H. Nitin & Associates is annexed herewith as
" Annexure 3".
The Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 from the public during the year ended 31st March 2022. There were no unclaimed or unpaid deposits as on 31st March 2022.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(2) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no employees drawing remuneration in excess of the limits set out in the said rules.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed to the report as "Annexure 4".
24. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 has been placed on website of the Company.
25. INTERNAL FINANCIAL CONTROL:
The Board of Directors confirms that your company has laid down set of standards; processes and structure which enables to implement internal financial controls across the organization with reference to Financial Statements and that such control are adequate and are operating effectively. During the year under review, no material or serious observation has been observed for inefficiently or inadequacy of such controls.
26. ENVIRONMENT, HEALTH AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe operations and committed to health and safety of its employees, contractors and visitors. The Company is conducting operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
27. 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 Company’s 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.
28. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
As per the provisions of Section 177 of the Companies Act, 2013 read with regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism has been implemented through the adoption of Whistle blower Policy with an objective to enable any employees or director, raise genuine concern or report that may constitute: Instances of corporate fraud; unethical conduct; a violation of Central or State laws, rules, regulations and/or any other regulatory or judicial directives. It also provides safeguards against victimization of employees who avail the mechanism and allows direct access to the chairman of the Audit Committee.
29. MEANS OF COMMUNICATION:
JSG Leasing Limited believes that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. Website of the Company serves as a key awareness facility for its entire stakeholder, allowing them to access information at their convenience.
Quarterly, half-yearly and annual financial results of the Company were published in leading English and vernacular language newspaper which are national and local dailies respectively. The financial and other information are filed by the Company on Corporate Filing platforms of BSE Limited.
30. GENERAL SHAREHOLDERS INFORMATION:
Details of last Three Annual General Meeting held are as follows:
|Day & Date||Saturday, 18th September 2021||Saturday, 19th September 2020||Friday, 20th September 2019|
|Time||11.30 a.m.||11.00 a.m.||11.00 a.m.|
|Venue||Through Video Conferencing / Other Audio Visual Means||Through Video Conferencing / Other Audio Visual Means||Office No. 201, Namdhari Chamber, Deshbandhu Gupta Road, Karol Bagh, New Delhi 110 005.|
|Special||-||-||1. Appointment of Mr.|
|Resolutions||Akshay Makadiya (DIN: 08208425) as Whole Time Director of the Company.|
During the year under review, no resolution has been passed through Postal Ballot.
|Annual General Meeting date||14th September 2022|
|Annual General Meeting Time||9.00 a.m.|
|Venue of Annual General Meeting||125, 2nd Floor, Shahpur Jat, New Delhi, Delhi 110 049.|
|Financial Year||1st April 2021 to 31st March 2022|
|Book Closure Dates||08th September 2022 to 14th September 2022 (both days inclusive)|
|Cut-off Date||07th September 2022|
|E-voting period||11th September 2022 to 13th September 2022|
|Listing on Stock Exchange||BSE Limited|
|Depositories||National Securities Depository Limited Central Depository Services (India) Limited|
|Share Transfer Agents||Satellite Corporate Services Pvt Ltd. Add: Office No 106-107, Dattani Plaza, East West Compound, Andheri Kurla Road, Safedpul Sakinaka, Mumbai 400 072. Tel: 022-28520461, 022-28520462 Email: firstname.lastname@example.org|
|Company Secretary & Compliance Officer||Deepika Undhad|
|Correspondence Address||125, 2nd Floor, Shahpur Jat, New Delhi, Delhi|
|Adoption of Quarterly Results for the||Tentative date of the Meeting of the Board of|
|30th June 2022||On or before 14th August 2022|
|30th September 2022||On or before 14th November 2022|
|31st December 2022||On or before 14th February 2022|
|31st March 2023||On or before 30th May 2022|
Your directors would like to express their appreciation for the assistance and co-operation received from the Company’s customers, vendors, bankers, auditors, investors and government bodies during the year under review.
Your directors place on records their appreciation of the contributions made by employees at all levels.
|By the order of the Board|
|For JSG Leasing Limited|
|Motibhai Rabari||Kalpesh Medhekar|
|Place: New Delhi||Whole-time Director||Executive Director|
|Date: 18th August 2022||DIN: 08573080||DIN: 09519789|