TO THE MEMBERS
Your Directors are pleased to present their 32nd Annual Report on the
business and operations of your Company for the year ended 31st March, 2023.
FINANCIAL PERFORMANCE
Rs in Lakhs
| Particulars |
2023 |
2022 |
| Total Revenue |
32.44 |
31.51 |
| Profit before Interest, Depreciation & Taxation |
17.58 |
9.21 |
| Interest/Finance Cost |
8.64 |
0.01 |
| Depreciation |
7.91 |
7.91 |
| Profit before tax |
1.03 |
1.29 |
| Less: Provision for Taxation |
0.31 |
0.20 |
| Profit after Tax |
0.72 |
1.09 |
| Less: Transferred to Statutory reserve |
0.14 |
0.22 |
| Add: Balance Brought Forward |
51.76 |
51.20 |
| Statutory Reserve |
12.93 |
12.79 |
| Surplus carried to Balance Sheet |
64.69 |
63.99 |
REVIEW OF OPERATIONS
During the year under review the Company has achieved an aggregate profit before
depreciation, interest and tax of Rs. 17.58 lakhs against Rs. 9.21 lakhs in the previous
year.\
DIVIDEND
The Board believes that it will be prudent for the company to conserve resources in
view of future expansion programs in line for the coming year, which will enhance the
profitability to a great extent. Hence, your directors are not recommending any dividend
for the Financial Year ending 2023.
STATEMENT OF AFFAIRS OF COMPANY AND PROSPECT IN THE CURRENT YEAR
The post COVID- 19 virus era has changed countries and businesses around the world. The
NBFC sector, which has been going through a liquidity crisis since the IL&FS default
in September 2018, and the resultant risk aversion on part of the debt markets and the
banking system, came under further pressure on account of COVID-19. The Government of
India and the RBI have responded swiftly, announcing sweeping measures to arrest the
economic slowdown by facilitating credit flow to the affected sectors. Specific measures
were also announced towards providing liquidity support to HFCs, NBFCs and MFIs. The RBI
provided liquidity boost to these sectors through its TLTRO 2.0 operations worth Rs 50,000
Crores; special liquidity scheme of upto Rs 30,000 Crores; Partial Credit Guarantee Scheme
of Rs. 45,000 Crores; and more recently Rs. 10,000 Crores through Additional Standing
Liquidity Facility. We hope the economy will revive with the correction measures by
regulators and also the Make in India boost. Hence we are prudently taking the decisions
towards our funds and investments and also trying to monetize the investments wherever
possible.
| Company General Information |
The Company is registered in the State of West Bengal. The Corporate Identity Number
(CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is
L40300WB1991PLC053444. The Companys shares are listed in BSE under code 526865 |
| Change in status of the company |
Nil |
| Key business developments |
Company is focusing now mainly to monitise it investments and make better use of the
funds |
| Change in the financial year |
Nil |
| Capital expenditure programme |
No present Capital Expenditure plan |
| Details and status of acquisition, merger, expansion, modernization and
diversification |
No such immediate plan |
| Developments, acquisition and assignment of material Intellectual Property Rights |
N.A. |
| Any other material event having an impact on the affairs of the company |
The Covid situation has deeper impact in the market and company is not safeguarded
from the same, the impact on value of investments and recoverability of has taken big hit.
Also the long pending debtors have raised disputes on the claim of the company, legal
actions has been initiated against majority. |
| Commencement of any new Business |
During the financial year under review no new business commenced by the company |
DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT
No revision of the financial statement or Annual report has been revised during
Financial Year 2022 for any of the three Preceding financial year.
SHARE CAPITAL
a) Authorized Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words)) divided into
10000000 Equity Shares of Rs. 10 /- each.
b) Issued Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words)) divided into
10000000 Equity Shares of Rs. 10 /- each.
c) Subscribed and Paid-up Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words))
divided into 10000000 Equity Shares of Rs. 10 /- each. During the financial under review,
there was no further issue of share capital.
BOARD OF DIRECTORS
A detailed report on Board of Directors and various committee of Board is annexed as Annexure
1.
STATUTORY AUDITORS
DIPANKAR MUKHERJEE & ASSOCIATES, Chartered Accountants, having ICAI registration
number (FRN : 0332257E/ M No : 063796) has been appointed in the AGM held on 30/09/2021 as
Statutory Auditor for a period of 5 years i.e. until 35th AGM. The provisions relating to
ratification of appointment of Statutory Auditors has been done away with effect from 7th
May, 2018 by the Companies (Amendment) Act, 2017. Hence, no resolution is to be put up for
ratification.
AUDITORS REPORT
The Board has duly examined the Statutory Auditors Report to the accounts and
clarifications, wherever necessary, have been included in the Notes to the Accounts
section of the Annual Report. For the Financial year 2023, the Statutory Auditor has not
reported any instances of frauds committed in the Company by its Officers or Employees.
DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013, and the rules made there under or Chapter V of the Companies Act,
2013.
MANAGEMENT DISCUSSION AND ANALISIS REPORT
A detailed business outlay and Business Prospect in Current Year has already been
discussed in above, further other matters are as follows:
CAUTIONARY STATEMENT:
Statement in this report, particularly those which relate to Management Discussion and
Analysis, description of companys objective, estimates and expectations may constitute
forward looking statements within the meaning of applicable laws or regulations. Actual
results might differ materially from those either. The Company takes no responsibility for
any consequence of decisions made based on such statements and holds no obligation to
update these in the future.
INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT:
The Company has a risk management framework in place under which the management
identifies and monitors business risks on a continuous basis which may threaten the
existence of the Company and initiates appropriate risk mitigation steps as and when
required. The Company periodically place before the Board the risk assessment and
minimization procedures being followed by the company and steps taken by it to mitigate
those risks through a properly defined framework. Further various risk management has been
also discussed in Financial Statement Note 24.4 and 24.5.
CORPORATE GOVERNANCE
Your Company has followed good corporate governance practices since its inception and
in accordance with the code of Corporate Governance. Pursuant to Regulation 27 of SEBI
LODR with the Stock Exchanges, Corporate Governance report together with the certification
from the companys auditors confirming the compliance of conditions on Corporate
Governance is not applicable for the company as per the regulation 15 (2) (a) of Chapter
IV of SEBI (LORD) Regulations, 2015 as the paid up capital of the company is Rs. 10 crores
i.e. not exceeding Rs. 10 crores and the net worth is less than Rs. 25 crores as on the
last date of previous financial year.
The compliance with the corporate governance provisions as specified in regulations 17,
18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para C, D and E of Schedule V is not applicable on the Company, and
therefore, disclosures as required under para C, D and E of Schedule V is not given for
the financial year 2022- 2023.
CREDIT RATING OF SECURITIES
The company has not acquired any Credit rating from any agencies during the year.
ANNUAL RETURN
As per MCA vide Notification dated 05.03.2021 The Extract of Annual Return as required
under section 92(3) of the Companies Act, 2013 in Form MGT-9 is not required to be
prepared from Financial Year 2020-21 onwards hence not applicable. The copy of Annual
Return as required under section 134(3) of the Companies Act, 2013, is made available on
Companys website i.e. https://jainco.in/investors-2
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN 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 Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (SHW Act). Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. Your Directors state that
during the year under review, there were no cases filed pursuant to the SHW Act.
DEMATERILIZATION OF SHARES AND LIQUIDITY
The shares of the Company are under compulsory demat trading. The Company has made
necessary arrangements with NSDL and CDSL for demat facility. As on 31st March, 2023,
90.88% of the Companys Shares are dematerialized. Outstanding GDRs/ADRs/Warrants or any
convertible instruments, conversion and likely impact on equity: Nil
Dematerialization mandatory for effecting share transfers
SEBI has vide proviso to Regulation 40(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, mandated that requests for effecting transfer of
securities shall not be processed unless the securities are held in the dematerialized
form with a depository. In view of the same, the Company shall not process any requests
for transfer of shares in physical mode. Shareholders who desire to demat their shares can
get in touch with any Depository Participant having registration with SEBI to open a demat
account and follow the procedure for share transfers.
PARTICULARS OF EMPLOYEES AND CHANGES IN KMP
The remuneration paid to employees during the year was in affirmation to the
remuneration policy of the company. The Company has no employee drawing remuneration in
excess of the limits specified in section 197(12) of the Companies Act 2013 read with
rule 5(1) to 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
During the year there has been resignation and appointment of Company Secretary.
In terms of the provisions of sub rule 2 of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016 (CARMP), no employee of the
Company is drawing remuneration in excess of Rs. 8,50,000/- (Rupees Eight Lacs Fifty
Thousand) per month or Rs. 1,02,00,000/- (Rupees One Crore Two Lacs) per annum.
Further Director has not drawn any remuneration during the year, hence CARMP 5(i) &
5(x) is not applicable Also there is no change in remuneration of Director, other KMP or
employees during the year, hence CARMP 5(ii), (iii) & (viii) is not applicable.
The company has 4 permanent employee in its roll during the year.
Further as required under CARMP 5(xii) the director and employees of the company affirm
that the remuneration paid to employees is as per the remuneration policy of the company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
A. CONSERVATION OF ENERGY:
(a) Energy conversation measures taken: The Company is using LED lighting at its office
spaces and other location also tried to deploy as found feasible. (b) Additional
investments and proposals, if any, being implemented for reduction of consumption of
energy: No additional investments for reduction in energy consumption have been made or
are proposed to be made presently. (c) Impact of the measures at (a) and (b) above for
reduction of energy consumption and consequent impact on the cost of production of goods:
the company has achieved marginal savings during the year due to the measures at (a)
above.
B. RESEARCH & DEVLOPMENT (R&D):
No Research & Development activities have been carried out by the company during
the year.
C. TECHNOLOGY ABSORPTION:
The Company always keeps a check on global innovation and techniques to avail the
latest technology trends and practices. The Company has not imported any technology or
process in the financial year.
D. FOREIGN EXCHANGE EARNINGS & OUTGO:
The Company had no Foreign Exchange earnings and Outgo during the year under review.
ENVIRONMENTAL EFFORTS
Company has obtained all the required certificates and License from Environment Control
Regulators to check Safe and Environment friendly Operations. The Company is quite alert
in providing clean environment on a continuous basis.
SAFETY: The Company has adequate system for Industrial Safety. In the said year
the company has strengthen its fire safety equipment at it units. The year under review
continued to be NIL accident year.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134/ Section 134(5) of the Companies Act, 2013, the Board of Directors of the
company confirms that: (a) in the preparation of the annual accounts, 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; wherever any
untoward incidences were found, necessary legal actions has been initiated. (d) the
directors had prepared the annual accounts on a going concern basis; and (e) the directors
have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively. (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.
INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate Company.
MATERIAL SUBSIDIARIES
The company has no material subsidiaries.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication of its employees
in all areas of the business. The Company has a structured induction process at all
locations and management development programs to upgrade skills of managers. Objective
appraisal systems based on key result areas (KRAs) are in place for senior management
staff. The Company is committed to nurturing, enhancing and retaining its top talent
through superior learning and organizational development. This is a part of our Corporate
HR function and is a critical pillar to support the organizations growth.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Companys Health and Safety Policy commits to comply with applicable legal and other
requirements connected with occupational Health, Safety and Environment matters and
provide a healthy and safe work environment to all employees of the Company.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
The Company did not give any Loan or Guarantee or provided any security or make
investment covered under Section 186 of the Companies Act 2013 during the year except as
allowed under Companies Act 2013 / in general course of business of the company as NBFC
and covered in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
There have been no materially significant related party transactions between the
Company and the Directors, the management, the subsidiaries or the relatives except for
those disclosed in the financial statements. Accordingly, particulars of contracts or
arrangements with related parties referred to in Section 188(1) along with the
justification for entering into such contract or arrangement in Form AOC-2 does not form
part of the report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
Disclosures with respect to demat suspense account/ unclaimed suspense account:
Company does not require to open demat suspense account/unclaimed suspense account.
INTERNAL FINANCIAL CONTROLS
The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial
Control system in the Company. The system should be designed and operated effectively.
Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding
adequacy of Internal Financial Controls with reference to the financial statements to be
disclosed in the Boards report. To ensure effective Internal Financial Controls the
Company has laid down the following measures:
1. The internal financial control systems are commensurate with the size and nature of
its operations.
2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance,
if any, is seriously taken by the management and corrective actions are taken immediately.
Any amendment is regularly updated by internal as well as external agencies in the system.
3. Approval of all transactions is ensured through a preapproved Delegation of
Authority Schedule which is reviewed periodically by the management.
4. The Company follows a robust internal audit process. Transaction audits are
conducted regularly to ensure accuracy of financial reporting, safeguard and protection of
all the assets. Fixed Asset verification of assets is done as per the schedule defined by
the management. The reports for the above are compiled and submitted to Board of Directors
for review and necessary action.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The present financial position of your Company does not mandate the implementation of
corporate social responsibility activities pursuant to the provisions of Section 135 of
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 and Schedule VII of the Companies Act, 2013. The Company will constitute CSR
Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable
to the Company.
SECRETARIAL AUDITORS
The Board has appointed Mr. Dilip Kumar Sarawagi, Practicing Company Secretary, to
conduct Secretarial Audit for the financial year. The Secretarial Audit Report for the
financial year ended March 31, 2023 is annexed herewith marked as Annexure-2 to
this Report. The qualification reservation or adverse remarks (if any) in secretarial
Audit Report are self- explanatory.
SECRETARIAL STANDARDS
The Company is in compliance with Secretarial Standards issued by the Institute of
Company Secretaries of India on Board and General Meetings of the Company.
COST RECORDS
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not
applicable on the company.
VOLUNTARY DELISTING OF EQUITY SHARES
The Company has applied for delisting of shares from Calcutta Stock Exchange Ltd.
(CSE), Ahmadabad Stock Exchange Ltd. (ASE) and Jaipur Stock Exchange Ltd. (JSE), which is
under process. The Company had already take approval from its shareholders for delisting
from all other Stock Exchanges.
OTHER MATTERS
Company has long back applied for delisting from The Calcutta Stock Exchange Ltd.
(CSE), hence stopped payment of listing fees to CSE LTD. NSE has wrongfully inserted the
name of the company in the Promoter group of Xedd Telecom Limited (Liquidated Company).
The management are taking steps to remove the name of the company from the promoter group
of Xedd Telecom Limited. Apart from the above the Company has complied with all the
requirements of the Listing Agreements with Stock Exchanges as well as the regulations and
guidelines of SEBI and other statutory authorities. The details of application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year along with their status as at the end of the financial year: NIL The details of
difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof- Not Applicable.
MAINTENANCE OF COST RECORDS
The Central Government has not prescribed maintenance of cost records under sub-section
(1) of section 148 of the Companies Act, 2013 in respect of Company
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or Courts or
Tribunals, which would impact the going concern status of the Company and its future
operations. Many ongoing litigations are filed against / by the company and incase any
adverse order was received, appeal has been preferred.
DISCLOSURE BY THE MANAGEMENT
Your Board has received confirmation from its managerial staff that they had no
personal interest in any material, financial and commercial transactions of the company
except as mentioned elsewhere in the report.
Explanations or Comments by the Board on every Qualification, Reservation or Adverse
Remark or Disclaimer made by the Statutory Auditor in their report
The Statutory Auditors have not given any Qualification, Reservation or made any
adverse remarks or disclaimer in their Audit Report including reporting of fraud under
section 143 of the Companies Act, 2013. The observations of the Statutory Auditors in
their report, read together with the notes on Accounts, are self- explanatory, and
therefore, in the opinion of the Directors, do not call for any further explanation.
Explanations or Comments by the Board on every Qualification, Reservation or Adverse
Remark or Disclaimer made by the Company Secretary in Practice in his Secretarial Audit
Report
There are no qualifications, reservations or major adverse remarks or major disclaimers
in the Secretarial Audit Report. It has mentioned certain observations in its report as
per Annexure which is self-explanatory for which the directors are taking due care to
resolve the same at earliest as all of them are curable and due care is being taken that
such points of compliance are not missed.
Material changes and commitments, if any, 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 related and the date of the report
There have not been any material changes and commitments occurred, between the end of
the financial year of the Company i.e. 31st March, 2023 and the date of this report
affecting financial position of the Company.
ACKNOWLEDGEMENTS
The Board records its sincere appreciation for the valuable support extended by the
Companys Bankers, Financial Institutions and the Government Agencies. The Board also
wishes to thank all its suppliers / customers / distributors / dealers and all those
associated with the Company. The Board further conveys cordial thanks to all the employees
for their sincere works and takes this opportunity to thank Shareholders for their
continued confidence reposed in the Management of the Company.
|
By order of the Board of Directors |
|
For JAINCO PROJECTS (INDIA) LIMITED |
|
(SUMIT BHANSALI) |
| Place: Kolkata |
MANAGING DIRECTOR |
| Dated: 30/05/2023 |
DIN: 00361918 |
+91-9892691696
