jaykay enterprises ltd share price Directors report

The Company has one subsidiary named Neumesh Labs Private Limited and one Associates Company, namely Nebula3D Services Private Limited, as on 31st March, 2022 in terms of Rule 6 of the Companies (Accounts) Rules, 2014. J. K. Cotton Limited ceased to be an associate w.e.f 07.02.2022) andThe statement as required under Section 129 of the Companies Act, 2013 in respect of Associates Company are annexed and forms an integral part of this report. Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standard 28 ( Ind AS-28 ) “Investments in Associates” issued by The Institute of Chartered Accountants of India (ICAI) form part of the Annual Report and Accounts.

Your Directors have not recommended any dividend for the year under reporting.

Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements. For Further details please refer to item No 8 of the Notice calling Annual General Meeting of the Company for the Financial Year ending 31^st March, 2022.

* On June 29, 2021, Shri Ashok Gupta was redesignated as Non-Executive Non-Independent Director of the Company from Managing Diretor and on February 24, 2022, Mr. Gupta resigned from the office of the Director of the Company.

No significant or material Order has been passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company in future.

Note on land at Rishra, District Hooghly, Kolkata

In and around May, 2021 a demand was raised upon the company by Rishra Municipality to pay the outstanding tax in respect of the land. The company in order to comply with the demand raised by the Municipality and in lieu of practicing good governance, the company paid the outstanding amount. Thereafter, the company made an application before the municipality for name change in the mutation record from JK Steel Ltd. (a division of JK Synthetics Ltd.) to JK Enterprises Ltd. Rishra Municipality circulated a public notice thereby inviting objections/suggestions from the public at large. No objections or dispute was raised by any person. Hence, Rishra Municipality after following due process of law, was pleased to grant mutation in favour of the company.

That while the company was in the possession of the land, there was an order from the High Court of Calcutta directing the Official Liquidator of Rishra Steel Ltd. to take charge and custody of the land. The company had filed appeal against the said order before the Division Bench, High Court of Calcutta. The High Court during the pendency of the matter has recorded an observation disputing the ownership of the land in question. It is pertinent to note that the official liquidator who is claiming the ownership of the land to be with Rishra Steel Ltd. has wrongly attached the land on the pretext that the land belongs to Rishra Steel Ltd. without the execution of a conveyance deed. The aforesaid appeal has been disposed off by the High Court, giving the company liberty to agitate all the claims before the NCLT, Calcutta. In light of the above and based on the true facts and circumstances the company has filed an application for intervention in the Company Petition pending before the Hon?ble NCLT, Kolkata and has further tendered various notes which are on record before the bench for determining its ownership rights in view of the title documents and land records.

10. CORPORATE GOVERNANCE

A report on Corporate Governance alongwith the Certificate of Auditors on its compliance, forms an integral part of this Report.

11. PUBLIC DEPOSITS

Your Company has not invited any deposits from public/shareholders under Section 73 and 74 of the Companies Act, 2013.

12. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concerns or grievances, if any. The Whistle Blower Policy has been posted on the website of the Company.

13. CONSTITUTION OF COMMITTTEE SEXUAL HARASSMENT AT WORKPLACE:

There were no women employee in the Company during the Financial Year under reporting. Hence, the provisions relating to Constitution of Internal Compliant Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to the Company during the Financial Year.

14. CORPORATE SOCIAL RESPONSIBILITY

Your Company?s profits, net worth and turnover are far below the criteria as mentioned in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence the CSR provisions were not applicable to the Company during the F.Y. 2021-22.

15. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records under sub-section (1) of Section 148 of the Companies Act, 2013 as its turnover during the Financial Year under report does not exceeds the threshold limit prescribed under Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

16. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in annexed Corporate Governance Report. The Risk Management Policy has been posted on the website of the Company.

17. REMUNERATION POLICY

The Board of Directors has, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays down a framework concerning remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

18. RELATED PARTY TRANSACTIONS

All the related party transactions, mentioned in Notes to account to Balance Sheet, are entered on arm?s length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The Company wants to avail Development Management Services from J.K. Cotton Limited, a related party for development of its Land situated at SPRC Kota, Rajasthan-324003 admeasuring approx. 34 acres for which the Company proposes to seek Shareholders approval in the ensuing Annual General Meeting of the Company. Accordingly, particulars of contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

All Related Party Transactions are presented to the Audit Committee and the Board. The details of the transactions with Related Party are provided in the Company?s financial statements in accordance with the Accounting Standards.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website.

19. AUDITORS? REPORT

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company?s state of affairs, profits and cash flows for the year ended March 31, 2022

There is no qualification, reservation or adverse remark or disclaimer made in the Auditor?s Report, needing explanations or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the financial year under review.

20. INDIAN ACCOUNTING STANDARDS (IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company and its associate have adopted “IND AS” with effect from April 01, 2017. The impact of the change on adoption of IND AS has been assessed.

21. INTERNAL CONTROL SYSTEM

INTERNAL CONTROL

The Company?s internal control system is commensurate with its size, scale and complexities of its operations. An Independent firm of Chartered Accountants carries out Internal Audit on the random basis to detect flaws in the system. Internal Audit reports are prepared on the respective areas to create awareness and corrective actions are taken to rectify them. These reports are reviewed by the Audit Committee of the Board for follow up action. The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of Policies and Procedures which commensurate with the size & nature of its operations and pertaining to financial reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

22.1 The members of the Company have approved the appointment of Shri Abhishek Singhania (DIN-00087844) as Director of the Company in its meeting held on September 28, 2021. Further, the Board of Directors has re-designated Shri Abhishek Singhania (DIN-00087844) as ‘Chairman and Managing Director? of the Company in its meeting held on April 12, 2022.

Shri Abhishek Singhania belongs to promoter and promoter group of the Company and a Singhania scion. He was serving as Special Executive in J.K. Cement Ltd. looking after Corporate Affairs at H.O. level.

22.2 The members of the Company have approved the appointment of Shri Partho Pratim Kar (DIN-00508567) as an Non-Executive Non-Independent Director of the Company in its meeting held on September 28, 2021 for a period of three years from 02.02.2021 to 11.02.2024 on such terms and conditions as set out in the Explanatory Statement annexed to the Notice of the meeting held on September 28, 2021.

Brief profile has already been given with the Notice of the 75^th Annual General Meeting.

Before his regularization as Non-Executive Non-Independent Director of the Company in the Annual General Meeting of the Company held on September 28, 2021, Mr. Kar was appointed as an Additional Director of the Company by the Board of Directors with effect from 12.02.2021. Also, the Company availed the services of Mr. Partho Pratim Kar as an Management Consultant and appointed him for a period of one year from 1st September, 2018 to 31st August, 2019 at an advisory fee of Rs. 100,000/- per month (Rupees One Lakh) and the same is further extended by the Company till date as managerial Remuneration under amended Section 197 read with Schedule V to the Companies Act.

22.3 Shri Kedar Nath Mehrotra (DIN 006749349) has resigned from the Board of the Company with effect from June 07,2021. 22.4 Shri Ashok Gupta (DIN-00135288) has resigned from the Board of the Company with effect from February 24, 2022. 22.5 Shri Krishna Behari Agarwal (DIN-00339934) has resigned from the Board of the Company with effect from June 15, 2022.

22.6 The Board of Directors of the Company have approved the proposal for the candidature for appointment of Shri Maneesh Mansingka as Non-Executive Non-Independent Director of the Company in its meeting held on April 12, 2022. Later, the members of the Company in the Extra-ordinary General Meeting of the Company held on May 07, 2022, have approved the appointment of Shri Maneesh Mansingka as Non-Executive Non-Independent Director of the Company.

22.7 Existing Independent Directors viz Shri Ravindra Kumar Tandon has been appointed in the Annual General Meeting held on August 14, 2019 and Smt Renu Nanda has been appointed in the Annual General Meeting held on August 11, 2020 as Independent Directors each for a term upto five years under the Act w.e.f. the date of the aforesaid AGM(s). All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Listing Regulations. The independent Directors have complied with Code for Independent Directors prescribed in Schedule IV to the Act.

22.8 With deep regret, we report the sad demise of our Independent Director, Mr. Anil Kumar Dalmia, on April 11, 2022. Your Directors would like to place on record their highest gratitude and appreciation for the guidance given by Mr. Dalmia to the Board during his tenure as a director.

22.9 The Board of Directors of the Company has accepted the resignation of Shri Prabhat Kumar Mishra (Membership No.: ACS29900), from the post of Chief Financial Officer, Company Secretary and Compliance Officer (KMP) of the Company and approved the appointment of Shri Abhishek Pandey (Membership No.: ACS21958) as the Company Secretary and Compliance Officer (KMP) of the Company with effect from February 11, 2022, in its meeting held on February 10, 2022.

22.10The Board of Directors of the Company have approved the appointment of Shri Sanjay Kumar Jain as the Chief Financial Officer (KMP) of the Company with effect from May 01, 2022, in its meeting held on April 12, 2022.

22.11Shri Partho Pratim Kar, Non-Independent, Non-Executive Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting of the Company and eligible for reappointment.

23. RECLASSIFICATION FROM PERSONS BELONGING ‘PROMOTER GROUP? AND PAC CATEGORY TO ‘PUBLIC? CATEGORY

Your Company has received letters from M/s Yadu International Limited dated June 23, 2021, Shri Nidhipati Singhania dated June 24, 2021, Shri Anil Kumar Agarwal, Shri A.K. Saraogi, Shri Madhavkrishna Singhania, Shri Raghavpat Singhania dated June 25, 2021, and Smt. Kalpana Singhania dated June 30, 2021 (herein referred to as “Outgoing Promoters”) to reclassify their status from “Promoter and Promoter Group Category” to “Public Category” as per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Company intimated the request received for reclassification to BSE Limited (“Stock Exchange”) on June 24, 2021, June 25, 2021 and June 30, 2021 respectively. Accordingly on the basis of the rationale and the confirmation provided by them in accordance with provisions of Regulation 31A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations. 2015 the Board was of the view that the above mentioned requests for reclassification/removal of name be accepted and approved by the Board of Directors of the Company, which shall be subject to the approval Shareholders of the company and stock exchange and/or such other approval, if any, as may be necessary in this regard.

24. KEY MANAGERIAL PERSONNEL

25. MEETINGS OF THE BOARD OF DIRECTORS

During the year 2021-22, four Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

26. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its Independent Directors and the Independent Directors also evaluated the performance of Chairman and other Non-Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The Board of Directors also evaluated the functioning/performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Committee of Directors and expressed satisfaction with their functioning/performance.

27. DIRECTORS? RESPONSIBILITY STATEMENT

The Directors pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 do hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same; (ii) They 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 at the end of the financial year and of the profit of the Company for that year;

(iii) They have taken proper and sufficient care 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; (iv) They have prepared the annual accounts on a going concern basis; (v) The proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; (vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

28. STATUTORY AUDITOR

At the 71st Annual General Meeting (AGM) of the Company held on 26th July, 2017, the Members had approved the appointment of M/s Gupta Vaish & Co., Chartered Accountants, Kanpur (ICAI Registration No. 005087C), as the Statutory Auditors of the Company to hold office as Statutory Auditors for a period of five (5) years, till the conclusion of the 76th AGM to be held in the year 2022. Accordingly, the Board of Directors on the recommendation of the Audit Committee, considered and recommend the appointment of M/s P.L. Tandon & Co. Chartered Accountants (ICAI Registration No. 000186C), as Statutory Auditors of the Company for 5 years subject to approval of the Shareholders in the ensuing Annual General Meeting.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as per Regulation 34 of the Listing Regulations, for the year under review is presented in a separate section forming part of the Annual Report for the financial year 202122

30. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Banthia & Company, Kanpur, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2021-22 is annexed herewith as “Annexure - A”. There is no secretarial audit qualification for the year under report.

31. SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standard SS-1 and SS-2 with respect to Board Meetings and General Meetings respectively specified by the Institute of Company Secretaries of India.

32. STATUTORY INFORMATION

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

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption.

32.2. ANNUAL RETURN

In terms of Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is placed at the link below https://www.jaykayenterprises.com/pdf/annualreturn/Annual_Return.pdf.

33. OTHER ITEMS

Update on Land at Jhalawar, Rajasthan

The matter to transfer land situated at Prithvipura, Jhalawar, Rajasthan admeasuring approx. 34 bighas to M/s Mukundra Vedic Village(MVV) was submitted along with the copy of resolution on 06/12/2021 to the District Collector, Jhalawar, Rajasthan. The matter is currently in process.

Closure of Registrar and Share Transfer Agent Activities

The Board of Directors of the Company in its meeting held on 13^th August 2021 decided to permanently close its Registrar and Share Transfer Agent activities subject to completion of the necessary formalities in accordance with the SEBI (Registrars to an Issue and Share Transfer Agents) Regulatrions, 1993. Further, the Company appointed Alankit Assignments Limited as new RTA of the Company.

34. ACKNOWLEDGEMENTS