Jayabharat Credit Ltd Directors Report.

To

The Members,

Jayabharat Credit Limited

The Directors take pleasure in presenting the 75th Directors Report of the Company and the Audited Financial Statements for the Financial Year ("FY") ended 31st March, 2018.

1. FINANCIALS

a. Financial Results:

The Companys performance during the FY ended 31st March, 2018 as compared to the previous FY, is summarized below:

2017-18 2016-17
(Rs in Lacs) (Rs in Lacs)
1. Income:
(a) Asset Financing 0 64.98
(b) Other Income 21.25 0.17
2. Gross Profit/loss before Depreciation & Income tax (155.82) (177.81)
3. Depreciation (1.31) (1.92)
4. Tax Provision 0 0
5. Profit+ / Loss(-) After Depreciation and Income Tax (157.13) (179.73)

b. Operations:

The Company, as reported in earlier years, has been making efforts to recover dues from the parties and with the financial support as and when needed received from the Promoter, it has been possible to repay the liability towards banks and public deposits. It is pertinent to mention here that there has been no fresh business exposure for more than three years ever since, the RBI advised the company to stop accepting fresh public deposits.

c. Dividend:

The business activities of the Company are discontinued since last more than three years therefore, the earnings are not adequate enough and your directors are constrained not to recommend dividend.

D. Deposits

In accordance with the R.B.I. directions an Escrow Account with Bank of India ,Asaf Ali Road, New Delhi was opened with a deposit of 3.89 Lacs, out of which 2.00 Lacs has already claimed by the depositors and 0.48 Lacs has been transferred to "Investor Education and Protection Fund" (IEPF) during the financial Year 2017-18, and 1.00 Lacs has been transferred in to the said fund during the current Year i.e. on 01st May,2018. The outstanding balance in to the said account is 0.41 Lac as on date. The Company has not accepted or renewed any public deposits during the Financial year in terms of Section 45IA(a) of the RBI Act,1934, read with the Section 72 and 73 of the Companies Act, 2013.

2. TRANSFER TO 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. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company does not have any Subsidiary, Associate and Joint Venture Company.

4. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

In compliance with the provisions of the Companies Act, 2013, there were no loans or investment made or guarantee given or security provided by the Company, during the year under review.

5. 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, which forms part of this Report.

b. Number of Board Meetings:

The Board of Directors met 7 (Seven) times during the FY 2017-18. 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 and Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of Audit Committee comprises of 3 members including 2 Independent Non-

Executive Directors, 1 Non-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 and Regulation 20 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of Stakeholder Relationship Committee comprises of 3 members, all the members are Non- Executive Directors.

1. Mr. Rajiv Gupta Chairman
2. Mr. Arun Mitter Member
3. Mr. M K Madan 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 and Regulation 19 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. 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.

f. Related Party Transactions:

There is no related party transaction 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.

g. 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 its business activities as NBFC.

6. RBIS GUIDELINES ON PRUDENTIAL NORMS & CREDIT RATING:

The Company has complied with RBI guidelines from time to time. The company has stopped its business activities. The Company does not have public deposits and as such prudential norms are no more required to maintain. The Company has voluntarily surrendered the Certificate of Registration (COR) to Reserve Bank of India and response

7. REVOCATION APPLICATION FOR SUSPENSION IN TRADING OF EQUITY SHARES:

Due to non-Compliances under certain Regulations of SEBI (Listing Obligation and Disclosure Regulations) Regulations, 2015 with Stock Exchange, the BSE LTD suspended the trading of equity shares of the Company, with the option to adopt either delisting from the exchange or revocation of suspension in the trading of Equity Shares.

The Company has decided to go in for the procedure of Revocation of suspension of trading keeping in mind the interest of our valuable shareholders in the Company. The Company has already submitted the application for suspension in trading of equity shares of the Company with BSE LTD and paid penalty and other fees to revoke the suspension in trading of equity shares.

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. APPOINTMENT OF AUDITORS: a. Statutory Auditors:

M/s Sandeep R. Tamhane, Chartered Accountant (FCA 46206), were appointed as the Statutory Auditors of the Company at the 74th Annual General Meeting held on 12th September, 2017, for a term of five consecutive years. In accordance with the Companies Amendment Act, 2017, effective from 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. The Auditors Report for the financial year ended 31st March, 2018 contains the following remark:

Basis for Adverse Opinion

The Company has surrendered the Certificate of Registration (COR) as NBFC to RBI and as such no provisions for Trade Receivable and long term Loans and Advances of 59.99 Crs. are made. The company, however, awaits the confirmation of cancellation of Certificate of Registration (COR) from R.B.I." On November 18, 2016, the Company has voluntarily surrendered its Certificate of Registration (COR) as Non-Banking Financial Company (Deposit Accepting) to Reserve Bank of India and as on date Reserve Bank of India has not confirmed the cancellation of certificate of registration (ROC) of the Company as Non-Banking Company and as such no provision for aforesaid trade receivables and long term loans and advances amounting to 59.99 crores as specified in regulation is made by the Company.

Managements comments

In reply to the adverse report by the Auditors on the recovery of the receivables and its non-provision has been duly explained and covered by the Auditors in their Report and as such, do not call for further comments.

The management is pursuing with the RBI to take appropriate action in regard to the Companys surrender of Certificate of Registration. Steps are also being taken to recover the dues.

b. 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 Accountants, Mumbai was appointed as Internal Auditor of the Company.

c. 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 (Membership no. A5814 and COP no. 17341), was appointed as a Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as ANNEXURE 2, which forms part of this report. The said report does not contain any observation or qualification requiring any further explanation or comments.

10. 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.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS:

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Rajiv Gupta (DIN: 00022964), Mr. Arun Mitter (DIN: 00022941) and Mr. M K Madan (DIN: 01060575) Directors 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 re-appointment for members approval. Their brief profile is provided in the Notice convening the ensuing 75th Annual General Meeting of the Company.

During the year, the Board, based on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Preeti Singhal and Ms. Neetu Singhal as an Additional Directors (Independent Directors), not liable to retire by rotation, for a period of 5 years w.e.f. 19th January, 2018 and 27th March, 2018 respectively, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Board recommend the same for members approval.

The Company has received declarations of Independence, pursuant to Section 149(6) of the Companies Act, 2013 form all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Profiles of these Directors, as required by Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Regulation) Regulations 2015 and other applicable provisions are given in the Notice Convening the 75th Annual General Meeting.

Mr. Gaurav Agarwal, Non Executive Independent Director of the Company has resigned w.e.f. end of the business hours on 18th January, 2018.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act,2013 and Rule 8 of the Companies (appointment & remuneration of managerial personnel Rules 2014), Ms. Hinal R. Mehta has been appointed as whole- time Company Secretary, having ACS no A25618, designated as Company Secretary and Compliance Officer with effect from 31st March, 2018 and Mr. Shreeram G. Garde has been appointed as Chief Financial Officer, designated as Vice President and Chief Financial Officer of the Company, with effect from 27th March, 2018.

12. 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, its committees, individual Directors, Chairperson, Whole-time Director for the year under review.

The Board and Committee functioning was reviewed and evaluated on the basis of responses from Directors, committee members, Whole-time Director on various aspects of composition and functioning of board and its committee. In a separate meeting of Independent Directors performance of non-Independent Director, performance of Board as whole and performance of Chairman were also evaluated. The Board expressed its satisfaction with evaluation results, which reflects high degree of engagement of Board and its committee with the Company and its management.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively 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.

14. 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.

15. 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.

16. 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.

17. 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 Being a Finance Company, the same is not applicable
b) Conservation of Energy Being a Finance Company, the same is not applicable
c) Transactions in Foreign Currency This Year Previous Year
i) Expenditure in Foreign currency Loan Nil Nil
ii) Shares held by Non-Resident Shareholders 20432 19492
No. of shareholders 24 18

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. ic@jayabharat.com.

18. 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.

19. 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.

20. 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

21. 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 2017-18.

22. 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, 2018, 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 departures;

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, 2018;

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 were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY

In terms of Section 134(3)(l) 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 this report.

24. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors
For JAYABHARAT CREDIT LIMITED
RAJIV GUPTA
New Delhi, 18th May, 2018 CHAIRMAN