Jhaveri Credits & Capital Ltd Directors Report.

To,

The Members of

JHAVERI CREDITS AND CAPITAL LIMITED

Your Directors have pleasure in presenting the 27th Directors Report of your Company together with the Audited

Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March, 2021.

FINANCIAL HIGHLIGHTS (Amt in Rs.)
Particulars Year ended on 31-03-2021 Year ended on 31-03-2020
Revenue from Operations & Other Income 25.60 56.71
Less: Total Expenditure 25.89 80.33
OPERATING PROFIT (0.29) (23.62)
Less: Finance Costs 0.05 0.12
GROSS PROFIT/LOSS FOR THE YEAR (0.34) (23.74)
Less: Depreciation and Amortization expense 0.16 0.85
PROFIT/LOSS FOR THE YEAR (0.50) (24.59)
Less: Provision for Taxation 0 0
Less: Deferred Tax Liability 0.20 0.95
Less Excess Provision of Income Tax 38.61 0
PROFIT/LOSS AFTER TAX (39.31) (25.54)
Earnings Per Share (EPS of FV Rs. 10) [in Rupees]
Basic and Diluted (0.61) (0.40)

STATE OF COMPANYS AFFAIRS

Management of the Company has consistently observed acted and implemented against the threats and opportunities of the business activities, its volatilities and viabilities during F.Y. 2020-21. SEBI permitted share broking exchanges to established and develop commodities exchange business and over business was at stake. Management timely considered to closed down commodities broking business activities, to safe guard the breakeven, cost benefit, and future prospects of the company, management has planned to consider NBFC/Financing, Investments & Broking business which is in accordance with Main Objects of Memorandum of Association of Company and undertaking all efforts in market research and prospecting company to undertake such business as and when market conditions are favorable.

The year ended with financial deficit of Rs. 39.31 lakhs, the management firmly acted against business contingencies and protected from decreasing of worth of the Company.

Management is optimistic to engage in new business in near future and will have positive outcome in times to come.

IMPACT OF NOVEL COVID-19 ON THE BUSINESS

In order to curtail the rapid spread of the Novel Corona Virus (COVID 19), the government of india announced a nationwide lockdown effective 25 March, 2020. Certain essential services, including those involved in capital market operation, were exempt from the purview of the aforesaid lockdown. Jhaveri credits and capital Ltd. being part of capital market operation, did not experience any disruption of any business activities due to lockdown.

In compliance of the various directives, appropriate measures were taken to equip a majority of the employees to work from home and only about 10% employees worked on site. On extremely critical process, which necessitated on site presence.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the Management Discussion and Analysis as ANNEXURE: - I, which forms part of the Directors Report

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31st March, 2021, the Company proposes to carry nil amounts to General Reserve Account.

DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31st March, 2021.

SHARE CAPITAL

During the year under review the company has not issued any shares. The total paid up capital of the company at the end of F.Y.2020-21 stood Rs.6,46,33,000/- (Rupees Six Crores Forty Six Lacs Thirty Three Thousand Only)

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year no money have been transferred to Investor Education and Protection Fund

MATERIAL CHANGES BETWEEM THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no 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 relate and the date of the report.

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal and information.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per Section 152 of the Companies Act, 2013, Mrs. Bela R. Jhaveri and Mr. Bhaderesh J. Jhaveri, Directors of the Company, retire by rotation at the ensuing Annual General meeting and offers themselves for re-appointment.

On recommendation of Nomination and Remuneration Committee, board has approved the re-appointment of Mr. Kamlesh J. Jhaveri as Whole time director of the company for further 5 years and re-appointment of Mr. Ashesh J. Trivedi as Independent director for further 5 years and recommended to shareholders of the Company in the ensuing AGM. Members are requested to refer to Item No. 4 and 5 of the Notice of the AGM and the Explanatory Statement for the terms of the re-appointment.

During the year under review, following persons held position of Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

Mr. Kamlesh J. Jhaveri Whole-time Director
Mr. Vatsal Desai CFO (Till 12.02.2021)
Mr. Bhavesh Nagar Company Secretary (appointed on 14.12.2020)

Remuneration and other details of the Key Managerial Personnel for the financial year ended 31st March, 2021 are mentioned in the Extract of the Annual Return which is attached to the Directors Report.

During the Period under review for Financial Year 2020-21, the following changes took place on the Board of the Directors and Key Managerial Personnel:

Sr. No. Name of Director/Key Managerial Personnel Change Date
1 Mr. Bimal D. Mehta (Independent Director) Resigned from Independent Director 06th October, 2020
2 Mr. Vatsal Desai (KMP) Resigned from the post of Chief Financial Executive 12th February, 2021
3 Mr. Bhavesh Nagar (KMP) Appointed as Company Secretary and Compliance Officer 14th December, 2020

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2020-21

Sr. No. Date of Meeting Board Strength No. of Directors Present
1 02.06.2020 5 5
2 30.07.2020 5 5
3 02.09.2020 5 4
4 15.09.2020 5 4
5 06.10.2020 4 4
6 03.11.2020 4 4
7 11.11.2020 4 4
8 14.12.2020 4 4
9 02.01.2021 4 4
10 12.02.2021 4 4
11 02.03.2021 4 4
12 30.03.2021 4 4

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to 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; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors had 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.

AUDITORS REPORT

1) Independent Auditors Report

M/s. Marks & Co, Chartered Accountants, Ahmadabad having Firm Registration No. 139476W, conducted statutory audit of Company for financial year ended on 31st March, 2021, Independent Auditors Report forms part of financial statement which forms part of Annual Report. There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

The transition of Indian Accounting Standard (IND-AS) has been carried out in accordance with IND-AS 101 first time adoption of Indian Accounting Standard. Accordingly, the impact of transition has been recorded in the opening reserves as at 01st April, 2019 and comparative previous year has been restated and reclassified.

These financial statements for the year ended 31st March, 2021, are prepared in accordance with IND-AS. For the purpose of transition to INS-AS, the Company has followed the guidance prescribed in Ind-As 101.

The transition to IND-AS has resulted in changes in the presentation of the financial statements, disclosures in the notes thereto and accounting policies and principles.

2) Secretarial Audit Report

Pursuant to provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of your Company has appointed M/s. Chintan Vakil & Co. Company Secretary, to Conduct Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as ANNEXURE: - III to this report.

The observation in Secretarial Audit Report by company secretary is complied as under:

i. The provision of Section 152 of Companies Act, 2013 regarding independent Director is in compliance, however, Covid-19 is working as a negative block in compliance.

ii. The Provision of Section 203(4) regarding company secretary was also affected in compliance during Covid 19 effect, However the appointment of Company Secretary is complied with from December-2020.

AUDIT COMMITTEE

The Companys Audit Committee comprises of following Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Ashesh J Trivedi Chairman / Member Independent Director Non Executive
Mr. Bhaderesh J. Jhaveri Member Non Independent Director Independent Director
Mr. Bimal D. Mehta Member (Till 06.10.2020)

Audit Committee meetings were held on 02/06/2020, 30/07/2020, 15/09/2020, 11/11/2020 and 12/02/2021 during the F.Y 2020-21

SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE

The Companys Shareholders/Investors Grievance Committee comprises of following Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Ashesh J. Trivedi Chairman / Member Independent Director
Mr. Kamlesh J. Jhaveri Member Whole- time Director Non Executive
Mr. Bhaderesh J. Jhaveri Member Non Independent Director

Shareholders/Investors Grievance Committee meetings were held on 30/07/2020, 15/09/2020, 11/11/2020 and 12/02/2021 during the F.Y 2020-21

NOMINATION AND REMUNERATION COMMITTEE

The Companys Nomination and Remuneration Committee comprises of following Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Non Executive
Mr. Bhaderesh J. Jhaveri Chairman / Member
Non Independent Director
Mr. Ashesh J Trivedi Member Independent Director
Mr. Bimal D. Mehta Member Independent Director (Till 06.10.2020)

The Nomination and Remuneration Committee among its members shall prepares the matters pertaining to the nomination and remuneration of Board members, the appointment and remuneration of the managing director and other executives of the company as well as the remuneration schemes of the key managerial personnel.

Nomination and Remuneration Committee meeting was held on 30/07/2020 during the F.Y 2020-21

MEETING OF INDEPENDENT DIRECTORS

Meeting of the Independent Directors of the Company was held on 30/07/2020 wherein all the independent directors were present.

LOANS, GUARANTEES AND INVESTMENTS

The Company has following Loans, Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2020:

SN Date of Transaction Particular/Purpose/Nature of Transaction Amount of Transaction
Company has not entered into any transaction covered under Section 186 of Companies Act, 2013

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions entered into between the Company, Directors, management or their relatives. Hence, disclosure in Form AOC-2 is not provided. All the contracts / arrangements / transactions entered into by the Company with the related parties during the financial year 2020-21 were in the ordinary course of business and on arms length basis as disclosed in the financial statements. The details of related party disclosure form a part of notes to the financial statements provided in the annual report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

CORPORATE SOCIAL RESPONSIBILITY

Your company is not required to comply with the provisions of Corporate Social Responsibility as per requirement of Section 135 read with Schedule VII of the Companies Act 2013

PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement containing particulars of employees pursuant to section 134 (3) (q) of Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) rules, 2014 is annexed herewith as ANNEXURE:- IV

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Name and address of the SN Company CIN/GLN Holding/ Subsidiary/ Associate % of holding at beginning of Year % of holding at end of year
Nil

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Companies Meeting of Board & its powers Rules, 2014, Company has formulated Vigil Mechanism and the same is available on web site of Company www.jhavericommodity.com

RELATED PARTY DISCLOSURE

As Company did not have any Holding or Subsidiary Company, Company has not made disclosure as required under Regulation 53(f) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

CORPORATE GOVERNANCE

In order to comply with Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015 read with Regulation 15 of Chapter IV SEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015, the Paid-up capital of the Company is Rs. 6,46,33,000/- viz. not exceeding Rs. 10 crore and the Net worth is Rs. 5,05,16,060/- viz. less than Rs. 25 Crore as on the last day of the previous financial year i.e. 31st March, 2021. Therefore it is not required to submit Corporate Governance Report.

As stipulated in the Regulation 72 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company does not require comply with Regulation 17 to Regulation 27 of the said regulation as Paid-up Capital does not exceed Rs. 10 Crores or net worth does not exceed Rs. 25 Crores which is specified in Regulation 15 and hence did not need to obtain Corporate Governance Certificate.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company has risk assessment and minimization system in place. The risk management procedures are reviewed regularly.

LISTING

The Equity shares of the company are listed on BSE Limited and Company has paid Annual Listing Fees up to the Year 2021-2022.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and dealers of the Company.

Date: - 28.06.2021 for and on behalf of Board of Directors
Place: - Vadodara of M/s Jhaveri Credits & Capital Ltd.
Kamlesh J. Jhaveri
Whole-Time Director
DIN: 00266242