Jayabharat Credit Ltd Directors Report.

To

Dear Shareholders,

The Directors take pleasure in presenting the 77th Directors Report and the Audited Financial Statements for the Financial Year ended 31st March, 2020.

1. FINANCIAL

a. Financial Results:

2019-20 2018-19
(Rs in Lacs) (Rs in Lacs)
1. Income:
(a) Asset Financing 0 0
(b) Other Income 0.35 6.38
2. Gross Profit/loss before Depreciation & Income tax (114.18) (6062.84)
3. Depreciation (0.87) (1.05)
4. Tax Provision 0 0
5. Profit+ / Loss(-) After Depreciation and Income Tax (115.05) (6063.89)

b. Operations:

The Company has no Public Deposits nor Bank Finance and as such, the Company is debt-free. The promoters support has helped the Company from time to time to meet with operational expenses.

However, the Company has been taking all out efforts to recover the dues, if any, from the parties availed the finance from the Company in the past.

The Company has been informed by Reserve Bank of India (RBI) that the Certificate Of Registration (COR) has been cancelled and the Company has ceased to be an NBFC as per RBI letter No 1004/01.10.046/2019-20 dated 13.01.2020.

c. Dividend:

In view of business losses, the Board of Directors has not recommended any Dividend.

2. RESERVES:

During the year under review, the Company has not transferred any amount to Reserves: (i) Special/Statutory Reserve -Nil and General Reserve –Nil.

3. DEPOSITS:

The Company has no outstanding nor unclaimed Deposit as on 31st March, 2020. The Company has ceased to be an NBFC accepting Public Deposits as per RBI letter as mentioned above.

4. TAX LIABILITY:

Income tax department has raised a tax liability of 20.41 Lacs plus interest for the Assessment year 2006-07 after prolonged dispute.

5. MANAGEMENT COMMENTS ON AUDITORS REPORT:

The Company has received communication from Reserve Bank Of India (RBI) for the cancellation of Certificate Of Registration (COR) as mentioned above. The Company has no liability of Public Deposits either outstanding or unclaimed. The Company has been intimated by Bombay Stock Exchange (BSE) that with effect from 30.09.2019, to be precise, 01.10.2019, that the Equity Share of the Company are tradable on BSE.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Ventures Companies.

7. OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

a. Extract of Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 (the ‘Act") and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Extract of Annual Return in form MGT-9 is annexed as ANNEXURE-1, (Ref. pg. No.15) which forms part of this Report.

b. Number of Board Meetings:

The Board of Directors met 7 (Seven) times during the FY 2019-20. The maximum interval between any two Board Meetings did not exceed 120 days.

The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

c. Audit Committee:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of Audit Committee comprises of 3 members including 2 Independent Non-Executive Directors, 1 Non-executive Executive Director:

1. Mr. Vishnu Singhal, Chairman

2. Ms. Preeti Singhal, Member

3. Mr. Rajiv Gupta, Member

The other details are provided in the Corporate Governance Report.

The Board of Directors of the Company accepts all the recommendations of the Audit Committee from time to time.

d. Stakeholders Relationship Committee:

The Stakeholder Relationship Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of Stakeholder Relationship Committee comprises of 4 members, 3 members are Non Executive Directors and 1 Independent non Executive Director.

1. Mr. Rajiv Gupta, Chairman

2. Mr. Arun Mitter, Member

3. Mr. M. K. Madan, Member

4. Mr. Vishnu Singhal Member

The other details are provided in the Corporate Governance Report.

e. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of Nomination and Remuneration Committee comprises of 4 members which includes 2 Independent Non-Executive Directors and 2 Non-Executive Directors.

1. Mr. Vishnu Singhal, Chairman

2. Ms. Preeti Singhal, Member

3. Mr. Rajiv Gupta, Member

4. Mr. Arun Mitter, Member

The Board of Directors has formulated a Policy which set standards for the nomination, remuneration and evaluation of the Directors and Key Managerial Personnel and aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial Personnel. ANNEXURE-3. (Ref. pg. No.23)

f. Risk Management Committee:

The Risk Management Committee was constituted then, before the advent Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Committee comprises of 3 members, all the three members are Non Executive Director.

1. Mr. Rajiv Gupta, Chairman

2. Mr. Arun Mitter, Member

3. Mr. M. K. Madan Member

The Board of Directors has formulated a Policy which set standards to prevent any kind of Risk in the activities of business. The Management does not foresee any risk in the activities of business, since the company is not doing any business activities at present.

g. Related Party Disclosure:

There is no Related Party transactions entered during the year by the Company in terms of the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

h. Other Disclosures:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the Financial Year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this report.

3. No significant or material orders were passed by any Regulators or Courts or Tribunal which impact the going concern status and the Companys operations in future.

4. There was no change in nature of the business of the Company. The Company has stopped business activities as NBFI during the year under review.

8. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The Employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy as approved by the Board.

9. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has formulated the Risk Management Policy pursuant to Section 134(3)(n) of the Companies Act, 2013 to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses.

10. APPOINTMENT OF AUDITORS:

a. Statutory Auditors:

M/s Sandeep R Tamhane, Chartered Accountant (FCA 46206) were appointed as Statutory Auditors of the Company at 74th Annual General Meeting(2016-17) held on 12th September 2017 for a term of 5 (Five) Years consecutive Years till conclusion of 79th Annual general Meeting (2021-22) to be held in year 2022.

b. Secretarial Auditor:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Prashant S. Mehta, Practicing Company Secretary, Mumbai is appointed as a Secretarial Auditor of the Company for the year 2019-20. The Secretarial Audit Report is annexed as ANNEXURE-2, (Ref. pg. No.20) which forms part of this report. The said Report does not contain any observation or qualification requiring any further explanation or comments.

c. Internal Auditor:

In terms of the Section 138 of the Companies Act, 2013 read with rule of the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act, Mr. Ajit More Chartered Accountant, Mumbai is appointed as Internal Auditor of the Company for the year 2019-20.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

As per the provisions of Section 152 of the Companies Act, 2013, Directors, Mr. Rajiv Gupta(DIN 00022964), Mr. Arun Mitter (DIN 00022941)and Mr. M. K. Madan (DIN 01060575), are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment at the said meeting. The Board recommends their reappointment for members approval. Their brief profile is provided in the Notice convening the ensuing 77th Annual General Meeting of the Company.

Pursuant to Regulation 17(1A) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any Statutory Modification(s) and or re-enactment(s)thereof for the time being in force)(hereinafter referred to as "The Listing Regulations") and the applicable provisions, if any, of the Companies Act 2013, approval of the members is required for appointment and continuation of Mr. Rajiv Gupta, Chairman / non- Executive Director, Mr. Rajiv Gupta (DIN 00022964) notwithstanding he attains the age of 75 years on 13.08.2021, liable to retire by rotation. His brief profile is provided in the Notice convening the ensuing 77th Annual General Meeting of the Company.

The Board recommends his re-appointment and continuation for members approval. His brief profile is provided in the Notice convening the ensuing 77th Annual General Meeting of the Company.

During the year, there were no changes in the Board of Directors of the Company.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of Companies Act 2013 and Rule 8 and 8 A of the Companies (Appointment and Remuneration of Managerial Personnel Rule 2014);

a) Mr. Bipin B. Bhavsar- Chief Executive Officer,(appointed w.e.f.12th April,2019),

b) Ms. Hinal R. Mehta (ACS no.A25618)-Company Secretary,

c) Mr. Shreeram G. Garde-Chief Financial Officer.

Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosure as per Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ANNEXURE-3. (Ref. pg. No. 23)

12. SHIFTING OF EXSITING REGISTERED OFFICE FROM THE STATE OF MAHARASHTRA TO THE NATIONAL CAPITAL TERRITORY OF DELHI:

As per provisions of Section 12(5) of the Companies Act, 2013 shifting of Registered Office of A Company outside the local limits of any city, town or village requires approval of shareholders by way of Special Resolution.

With a view to operational convenience and ease, the Board of Directors considered and subject to approval of shareholders, approved the proposal for shifting the Registered Office to the National Territory of Delhi. The proposed location is outside the local limits of Mumbai, Maharashtra State and, therefore, it requires approval of shareholders by passing a Special Resolution and on such approval, the Registered Office of the Company will be shifted to the National Territory of Delhi. None of the Directors or key managerial personnel is concerned or interested in the Resolution.

The Directors recommend the approval of the Special Resolution.

13. PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013, and Listing Regulations, the Board of Directors have carried out an Annual Evaluation of its own performance, of Chairman, Individual Directors, committees, for the year under review.

The Board of Directors and its Committees functioning was reviewed and evaluated on the basis of responses from Directors, Committees Members, on various aspects of composition and functioning of Board of Directors and its Committees. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board of Directors as a whole, including performance of Chairman, were also evaluated.

The Board of Directors expressed its satisfaction with evaluation Results, which reflects high degree of engagement of Board of Directors and its committees with the Company and its management.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company pro-actively keeps its Directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry. The Policy on Familiarization Programme adopted by the Board of Directors of the Company.

15. PARTICULARS OF EMPLOYEES:

No employees remuneration which requires the Company to furnish in terms of Particulars of Employees under section 197(12), Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. ANNEXURE-3. (Ref. pg. No.23)

16. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

17. CORPORATE GOVERNANCE:

The Company has complied with Corporate Governance requirements as prescribed under Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance practices followed by the Company, together with a certificate from Mr. Prashant S. Mehta, Practicing Company Secretary (Membership no. A5814 and COP no. 17341), forms an integral part of this Report. ANNERURE ‘A (Ref. pg. No.24)

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given as under:

a) Technology Not Applicable
b) Conservation of Energy Not Applicable
c) Transactions in Foreign Currency This Year - 2019-20 Previous Year - 2018-19
i) Expenditure in Foreign currency Loan Nil Nil
ii) Shares held by Non-Resident Shareholders 29263 29138
No. of Non –Residential Shareholders 33 31

NOTE: The Company has no earnings in foreign exchange

E-mail ID for Investors Grievances In compliance of SEBI (LODR) Regulations, 2015, for the purpose of registering complaints by investors for redressal of their grievances, the company has designated an e-mail address i.e. jcl@jayabharat.com.

19. MANAGEMENTS DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Report. ANNEXURE-B. (Ref. pg. No.34)

20. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Corporate Social Responsibilities are not applicable, as the Company does not exceed the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014.

21. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of directors has adopted the code of Internal Procedures and Conduct for regulating, monitoring and reporting trading by designated persons in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Code lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on the Companys website under the Investors Relations section at www.jayabharat.com

22. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaints have been received during the year 2019-20.

23. UNCLAIMED DIVIDEND/SHARES:

All unclaimed dividends up to Financial Year (FY) 2007-08 paid by the Company and the amount of unclaimed deposits up to date have been transferred to Investor Education and Protection Fund ("said Fund"). And as such there is no unclaimed dividends and public deposits.

24. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act in relation to the Audited Financial Statements of the Company for the year ended 31st March, 2020 the Board of Directors hereby confirms that: a) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material disclosures; b) Such Accounting Policies have been selected and applied consistently and the Directors 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, 2020; c) Proper and sufficient care was taken 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 Annual Accounts of the Company have been prepared on a going concern basis; e) Internal Financial Controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively.

25. MATERIAL CHANGES AND COMMENTS, IF ANY:

In terms of Section 134(3)(I) of the Companies Act, 2013 there are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

26. ACKNOWLEDGEMENTS:

Your Directors would like to record their appreciation of the services rendered by the Members of the Staff at all levels. They also like to express their gratefulness to the Companys Bankers, Depositors and Shareholders, for their co-operation and also for the confidence reposed in the Company.

For and on behalf of the Board of Directors
For JAYABHARAT CREDIT LIMITED,
RAJIV GUPTA
CHAIRMAN
New Delhi, 5th August,2020.