Jayabharat Credit Ltd Directors Report

To,

Dear Shareholders,

The Directors take pleasure in presenting the 81^st Directors Report and the Audited Financial Statements for the Financial Year ended 31^st March, 2024:

1. a. FINANCIALS:

in Lacs

	2023-24	2022-23
1 Income
Assets Finance	0.00	0.00
Other Income	10.42	86.58
2. Gross Profit (+) / Loss (-) before Depreciation	(105.63)	(59.83)
3. Depreciation	(000.66)	(00.42)
4. Profit (+) / Loss (-) After Depreciation	(106.29)	(60.25)
5. Differed Tax	0.00	(03.36)
6. Tax Provisions for earlier year with Interest	0.00	(85.96)
7. Profit (+) / Loss (-) After Depreciation and Income Tax	(106.29)	(149.57)

b. Operations:

The Company has no business activity of Non-Banking Finance Company (NBFC). The Company has not given any Loan /Guarantee or made any Investment during the year under review. The Company has neither any Public Deposits nor Bank Borrowing 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.

Although, the Company is in process of taking necessary steps for Shifting Registered Office of the Company from the State of Maharashtra to The National Capital Territory of Delhi, in pursuance of the Special Resolution unanimously passed and already approved by the Members of the Company in the 77^th & 80^th Annual General Meeting held on 23.12.2020 & 29.09.2023 respectively, through, Video Conferencing (VC).

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 to Special/Statutory Reserve and General Reserve.

3. DEPOSITS:

The Company has no liability of Public Deposits either Outstanding or Unclaimed. The Company had received also communication from Reserve Bank of India (RBI) for cancellation of Certificate of Registration (COR) by letter No. 1004/01.10.046/2019-20 dated 13.01.2020 as being reported.

4. TAX LIABILITY:

The Company has already provided the Income Tax liability of 50.63 Lacs ( 20.41+ interest of 30.22 Lacs for the year 2006-07 as reported by the Statutory Auditors of the Company in the year 2022-23 and also in 2023-24.

5. MANAGEMENT COMMENTS ON AUDITORS REPORT:

The Company is Non-Operational and does not have any NBFC business activity. The Company is, however, listed on BSE Limited.

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, Annual Return is available on Companys Website at www.jayabharat. com.

b. Number of Board Meetings:

The Board of Directors met 4 (Four) times (V) during the FY 2023-24. The maximum interval between Board Meetings did not exceed 120 days.

The details of the Board Meetings and the attendance of the Directors are as follows:

Sr. No.	Name of Directors	24.05.2023	08.08.2023	08.11.2023	31.01.2024
1.	Mr. Rajiv Gupta	v	v	v	v
2.	Mr. Arun Mitter	v	v	v	v
3.	Mr. M K Madan	v	v	v	v
4.	Mr. Vishnu Singhal	v	v	v	v
5.	Ms. Preeti Singhal	v	v	v	v
6.	Ms. Neetu Singhal	v	v	v	v

c. Audit Committee:

The Audit Committee was constituted, pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The composition of Audit Committee comprises of 3 members including 2 Non-Executive Independent Directors, 1 Non- Executive Non-Independent Director.

1.	Mr. Vishnu Singhal	Chairman	Non-Executive Independent Director
2.	Ms. Preeti Singhal	Member	Non-Executive Independent Director
3.	Mr. Rajiv Gupta	Member	Non-Executive Non-Independent Director

The details of the Audit Committee Meetings and the attendance of the Members are as follows:

Sr. No.	Name of Members	24.05.2023	08.08.2023	08.11.2023	31.01.2024
1.	Mr. Vishnu Singhal	v	v	v	v
2.	Ms. Preeti Singhal	v	v	v	v
3.	Mr. Rajiv Gupta	v	v	v	v

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

d. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee (NRC) was constituted pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.The composition of Nomination and Remuneration Committee comprises of 3 members which includes 2 Non-Executive Independent Directors and 1 Non- Executive Non-Independent Directors.

1.	Mr. Vishnu Singhal	Chairman	Non-Executive Independent Director
2.	Ms. Preeti Singhal	Member	Non-Executive Independent Director
3.	Mr. Rajiv Gupta	Member	Non-Executive Non-Independent Director

The details of the NRC Committee Meetings and the attendance of the Members are as follows:

Sr. No.	Name of Members	24.05.2023	08.08.2023	08.11.2023	31.01.2024
1.	Mr. Vishnu Singhal	v	v	v	v
2.	Ms. Preeti Singhal	v	v	v	v
3.	Mr. Rajiv Gupta	v	v	v	v

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 also aims to achieve a balance of merits, experience and skills amongst its Directors and Key Managerial Personnel ANNEXURE (Ref. Pg. 24)

e. Stakeholders Relationship Committee:

The Stakeholder Relationship Committee (SRC) was constituted, pursuant to the provisions of Section 178 of the Companies Act. 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015.The composition of Stakeholder Relationship Committee comprises of 4 members, 3 members are Non- Executive Non-Independent Directors and 1 Non-Executive Independent Director.

1.	Mr. Rajiv Gupta	Chairman	Non-Executive Non- Independent Director
2.	Mr. Arun Mitter	Member	Non-Executive Non-Independent Director
3.	Mr. M K Madan	Member	Non-Executive Non-Independent Director
4.	Mr. Vishnu Singhal	Member	Non-Executive Independent Director

The details of the SRC Committee Meetings and the attendance of the Members are as follows:

Sr. No.	Name of Members	24.05.2023	08.08.2023	08.11.2023	31.01.2024
1.	Mr. Rajiv Gupta	v	v	v	v
2.	Mr. Arun Mitter	v	v	v	v
3.	Mr. M K Madan	v	v	v	v
4.	Mr. Vishnu Singhal	v	v	v	v

Risk Management Committee:

The Risk Management Committee(RMC) was already constituted. The Committee comprises of 3 members, and they are Non-Executive Non-Independent Directors.

1.	Mr. Rajiv Gupta	Chairman	Non-Executive Non- Independent Director
2.	Mr. Arun Mitter	Member	Non-Executive Non-Independent Director
3.	Mr. M K Madan	Member	Non-Executive Non-Independent Director

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.

f. Meeting of Independent Directors

Independent Directors play a vital role in the governance process of the Board. With their expertise in various fields, they enrich the decision making process at the Board.

The Appointment / Re-appointment of Independent Directors is carried out in a structured manner in accordance with the Provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Nomination and Remuneration Committee identifies potential candidates based on certain criteria and considers the Diversity of the Board and accordingly makes recommendations to the Board.

Confirmation as regards to independence of Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and their name have been included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar (IICA). In the opinion of the Board, the Independent Directors, fulfil the conditions of independence as laid down in

Section 149(6) of the Companies Act, 2013, Regulation 16(1)(b) of the Listing Regulations and complied rules of IICA and are Independent of the Management. A formal appointment letter containing the terms and conditions of their appointment have been issued to them and the said letters have been uploaded on the website of the Company, viz. www.jayabharat.com.

During the year under review, the Independent Directors met on 31.01.2024 without the attendance of nonindependent directors and members of management inter alia:

a) To discuss the financials of the Company.

b) To review the performance of non-independent directors and the Board as a whole.

c) To review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors.

d) To assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

e) Other related matters.

g. Related Party Disclosure:

In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulation"), the Company has formulated a Policy on Related Party Transactions. The same has been posted on the Companys website at www.jayabharat.com.

All the Related Party Transactions entered into are on arms length basis and in ordinary course of business of the Company. All Related Party Transactions are placed before the Audit Committee as also the Board for the approval. During the year, there were material contracts or arrangements with related parties, accordingly, related party transactions are being reported in form AOC-2 (ANNEXURE Ref. Pg. 21) in terms of Section 134 of the Act. The Audit committee and the Board of Directors proposes the material contracts or arrangements with related parties as mentioned in the Notice to this Annual Report for the approval of members at the ensuing Annual General Meeting of the Company.

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 on the Companys going concern status and operations in future,

4. There was no change in nature of the business of the Company. The Company has stopped business activities as NBFC.

8. WHISTLE BLOWER POLICY/ 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 "Whistle Blower Policy/ Vigil Mechanism Policy" for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to Directors and employees 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 exists 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:

As recommended by the Audit committee and the Board of Directors of the Company, M/s Jagdish Chand & Company (Firm Registration No 000129N) Chartered Accountants has been appointed as Statutory Auditors of the Company for the period of 5 (Five) years from the 80^th Annual General Meeting of the Company until the conclusion of 85^th Annual General Meeting of the Company at the remuneration and out of pocket expenses as may be fixed by the Board of Directors.

The Auditors Report on the financial statement of the Company for the financial year ended 31^st March, 2024, which forms part of the Annual Report of the Company, does not contain any reservation, qualification or adverse remark.

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, CS Mr. Prashant S Mehta, Practicing Company Secretary, (A5814& COP No. 17341), Mumbai is continued to be appointed as Secretarial Auditor of the Company for the year 2024-25 The Secretarial Audit Report is annexed as ANNEXURE-1, (Ref pg 21 to 23) 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 (152725) Chartered Accountant, Mumbai is continued to be re-appointed as Internal Auditor of the Company for the year 2024-25.

11. REPORTING OF FRAUD BY AUDITORS

During the year under review, there was no fraud and accordingly the Statutory Auditors had not noticed any matter pertaining to fraud under Section 143(12) of the Companies Act, 2013. Therefore, there is no such disclosure in terms of Section 134(3) (ca) of the Companies Act, 2013.

12. 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 Annual General Meeting. The Board recommends approval of their reappointment to the Members. Their brief profile (Annexure Ref. Pg. 4 and 12) is provided in the Notice convening the ensuing 81^st Annual General Meeting being held on 25.09.2024.

The Company has received declarations of Independence, pursuant to Section 149(7) of the Companies Act, 2013 from 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.They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and their names have been included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar (IICA).

KEY MANAGERIAL PERSONNEL:

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

Disclosure u/s 197(12) of the Companies Act, 2013 and Other Disclosure as per Rules 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 Annexure (Ref. pg. 24)

1. Mr. Bipin B. Bhavsar	FCS 1117	CHIEF EXECUTIVE OFFICER (CEO)
2. Ms. Hinal R. Mehta	ACS 25618	COMPANY SECRETARY & COMPLIANCE OFFICER
3. Mr. Shreeram G. Garde	B.COM	CHIEF FINANCE OFFICER (CFO)

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, each Directors and its Committees for the year under review.

The Board of Directors and its functioning Committees were 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 Policy on Familiarization Program adopted by the Board of Directors of the Company and the Company keeps its Independent Directors abreast of its activities, management, operations and overall perspective as well as issues faced by the industry.

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. ANNEXTURE. (Ref. pg. 24)

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:

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, various provisions of Corporate Governance are not applicable to a listed entity having Paid up Equity Share Capital not exceeding Rs. Ten (10) Crores and Net Worth not exceeding Rs. Twenty Five (25) Crores, as on the last day of the previous financial year.

As on 31^st March, 2024, the Companys Paid up Capital and Net Worth were below the ceiling limit prescribed under the regulation as above. In accordance with the above, the provisions pertaining to Corporate Governance are not applicable to our Company for the financial year 2023-24, and hence the Company has filed non-applicability of Corporate Governance requirements certificate to BSE Limited and complied with the requirement of the regulation.

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 2023-24	Previous Year 2022-23
i) Expenditure in Foreign currency Loan	NIL	NIL
ii) Shares held by Non-Resident Shareholders	22815	30104
No. of Non-Resident Shareholders	37	37

NOTE: The Company has no earnings in Foreign Currency.

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. 25)

20. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

The provisions of Corporate Social Responsibilities (CSR) 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 Investor Relation 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 complaint has been received during the year 2023-24.

23. UNCLAIMED DIVIDEND/PUBLIC DEPOSIT:

There is no Unclaimed Dividend nor Public Deposits, with the Company, since unclaimed divedend declared only upto FY 2007-08 and the Public Deposit have been already transferred to Investor Education and Protection Fund (IEPF), as such the Company does not have any unclaimed dividend nor public deposits.

24. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013, in relation to the Audited Financial Statements of the Company for the year ended 31^st March, 2024, the Board of Directors hereby confirms that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have 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 31^st March, 2024;

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 for effective operation.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate for effective operation.

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 occurred between the end of the financial year of the Company and date of this Report which could have otherwise affected the Companys financial position.

26. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors,

JAYABHARAT CREDIT LIMITED,

RAJIV GUPTA,

CHAIRMAN.

(DIN NO.00022964)

New Delhi, 8^th August, 2024