jhaveri credits capital ltd Directors report

To,

The Members of

JHAVERI CREDITS AND CAPITAL LIMITED

Your Directors have pleasure in presenting the 28th 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, 2022

FINANCIAL HIGHLIGHTS

(Amt in Rs. Lacs)

Particulars	Year ended on 31-03-2022	Year ended on 31-03-2021
Revenue from Operations & Other Income	958.77	362.81
Less: Total Expenditure	904.99	363.10
OPERATING PROFIT	53.78	(0.29)
Less: Finance Costs	20.27	0.05
GROSS PROFIT/LOSS FOR THE YEAR	33.51	(0.34)
Less: Depreciation and Amortization expense	0.16	0.16
PROFIT/LOSS FOR THE YEAR	33.35	(0.50)
Less: Provision for Taxation	6.17	0
Less: Deferred Tax Liability	(0.04)	0.20
Less: Adjustment of tax relating to earlier periods	0.06	38.61
PROFIT/LOSS AFTER TAX	27.16	(39.31)
Earnings Per Share (EPS of FV Rs. 10) Basic and Diluted (in Rupees)	0.42	(0.61)

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. 2021-22. SEBI permitted share broking exchanges to established and develop commodities exchange business and over business was at stake. Management timely considered closing 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 profit of Rs. 27.16 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.

DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31st March, 2022.

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

For the financial year ended 31st March, 2022, the Company proposes to carry nil amounts to General Reserve Account.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year no money have been transferred to Investor Education and Protection Fund MATERIAL CHANGES BETWEEN 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.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT

No material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of audit.

SHARE CAPITAL

(i) Authorized Capital

There is no change in the authorized capital of the company during the year, the Authorised Share Capital of the Company as on 31st March, 2022 stood at Rs. 10,00,00,000/- ( Rupees Ten Crore Only) divided into 70,00,000 (seventy lacs) equity shares of Rs.10/-(Rupees Ten Only) each and 30,00,000 (Thirty Lacs) Preference shares of Rs. 10/- (Rupees Ten Only) each.

(ii) Paid up Share Capital

There is no change in the paid up capital of the company 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.2021-22 stood at Rs. 6,46,33,000/- (Rupees Six Crores Forty Six Lacs Thirty Three Thousand Only) divided into 64,63,300 (Sixty Four Lacs Sixty Three Thousand Three Hundred) equity shares of Rs. 10/- ( Rupees Ten Only) each.

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:- I for your kind perusal and information.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Cessation:

Mrs. Bela Rajesh Jhaveri (DIN-07126466), Director of the company has resigned with effect from 07th January, 2022

The Board places on record its appreciation for contributions and guidance provided be her during her respective tenure as a director of the Company.

(ii) Retirement by Rotation

As per Section 152 of the Companies Act, 2013, Mr. Bhaderesh J. Jhaveri, (DIN-00266287) Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

(iii) Appointment of Additional Director

Mrs. Rupal K Jhaveri (DIN- 09456794) was appointed as an Additional Director w.e.f. 07th January, 2022, subject to the approval of the Members at the ensuing Annual General Meeting.

Mr. Satish C. Trivedi (DIN- 02112215) was appointed as an Independent Director (Additional) w.e.f. 07th January, 2022, subject to the approval of the Members at the ensuing Annual General Meeting.

(iv) Key Managerial Personnel

During the year, Mr. Vikramsinh Gohil (PAN- AYMPG6499H) was appointed as Chief Financial Officer (CFO/KMP) with effect from 01st November, 2021.

Following persons held position of Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013 at the end of F.Y. 2021 -22.

Mr. Kamlesh J. Jhaveri - Whole-time Director Mr. Vikram P. Gohil - CFO (w.e.f. 01/11/2021)

Mr. Bhavesh Nagar - Company Secretary & Compliance officer

Remuneration and other details of the Key Managerial Personnel for the financial year ended 31st March, 2022 are mentioned in the Extract of the Annual Return which is attached to the Directors" Report.

(v) 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 2021-22.

Sr. No. Date of Meeting	Board Strength	No. of Directors Present
1 02/04/2021	4	4
2 02/06/2021	4	4
3 28/06/2021	4	4
4 13/08/2021	4	4
5 03/09/2021	4	4
6 04/10/2021	4	4
7 27/10/2021	4	4
8 07/01/2022	5	5
9 27/01/2022	5	5
10 02/03/2022	5	5
11 30/03/2022	5	5

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.

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.

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 2022:

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

AUDITORS REPORT

(i) 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, 2022, 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.

These financial statements for the year ended 31st March, 2022, are prepared in accordance with IND-AS.

(ii) 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 Company has appointed M/s. Chintan Vakil & Co. Company Secretary, to undertake Secretarial Audit for the Financial Year ended on 31st March, 2022 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 149, 152 of Companies Act, 2013 regarding independent Director is in compliance; however, Covid-19 is working as a negative block in compliance and Board of Directors appointed Mr. Satish Chimanlal Trivedi (DIN: 02112215) as Independent Director on 07/01/2022. And appointed Mr. Rupal Jhaveri (DIN: 09456794) as Additional Director (Woman Director) on 07/01/2022.

ii. The Provision of Section 203(4) regarding appointment of Chief Financial Officer (CFO) Board of Director appointment Mr. Vikramsinh Gohil as Chief Financial Officer (CFO) 01/11/2021.

CONSTITUTION OF COMMITTEES AND THEIR MEETINGS

During the year, the Board has reconstituted the Audit Committee and Nomination and Remuneration committee due to appointment of directors.

(i) Audit Committee

The Companys Audit Committee comprises of following Directors on 31.03.2022. The table sets out the composition of the Committee:

SN Name of the Director	DIN	Position held	Category of the Director
1 Ashesh J Trivedi	00278869	Chairman / Member	Independent Director
2 Bhaderesh J. Jhaveri	00266287	Member	Non Executive Non Independent Director
3 Satish C Trivedi	02112215	Member	Independent Director (Additional) (from 07/01/2022)

Audit Committee meetings were held on 02/04/2021, 28/06/2021, 13/08/2021, 27/10/2021 and 27/01/2022 during the F.Y 2021-22

(ii) Shareholders /Investors Grievance Committee

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

SN Name of the Director	DIN	Position held	Category of the Director
1 Ashesh J Trivedi	00278869	Chairman / Member	Independent Director
2 Bhaderesh J. Jhaveri	00266287	Member	Non Executive Non Independent Director
3 Kamlesh J. Jhaveri	00266242	Member	Whole- time Director

Shareholders/Investors Grievance Committee meetings were held on 28/06/2021, 13/08/2021, 27/10/2021 and 27/01/2022 during the F.Y 2021 -22

(iii) 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:

SN Name of the Director	DIN	Position held	Category of the Director
1 Bhaderesh J. Jhaveri	00266287	Chairman / Member	Non Executive Non Independent Director
2 Ashesh J Trivedi	00278869	Member	Independent Director
3 Satish C Trivedi	02112215	Member	Independent Director (Additional) (from 07/01/2022)

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 meetings were held on 28/06/2021, 13/08/2021, 27/10/2021 and 07/01/2022 during the F.Y 2021 -22

(ii) Meeting Of Independent Directors

Meeting of the Independent Directors of the Company was held on 27/01/2022 wherein all the independent directors were present.

RELATED PARTY TRANSACTIONS

All the necessary details of transaction entered with the related parties are shown in notes forming part of financial statement for the year ended as on 31st March, 2022 for your kind perusal and information.

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 2021-22 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.

MAINTENANCE OF COST RECORDS

During the Financial Year 2021-22, the Company was not required to maintain any cost records and to appoint any Cost Auditor as Section 148(1) of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 were not applicable to the Company.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

A formal evaluation mechanism has been adopted for evaluating the performance of the Board, the Committees thereof and individual Directors. The evaluation is based on criteria which include, among others, providing strategic perspective, integrity and maintenance of confidentiality and independence of judgment, attendance, time devoted and preparedness for the Meetings, quality, quantity and timeliness of the flow of information between the Board Members and the Management, contribution at the Meetings, effective decision making ability, monitoring the corporate governance practices, role and effectiveness of the Committees and effective management of relationship with stakeholders Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its directors individually and the committees of the Board and the same is reviewed by the Nomination and Remuneration Committee.

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

DEPOSITS

During the year under review, your Company has not accepted deposits covered under Section 73 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

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, Your Company has formulated Vigil Mechanism which include whistle blower policy for Directors and employees to report genuine concerns to the management of the Company.

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. 5,41,10,657/- viz. less than Rs. 25 Crore as on the last day of the previous financial year i.e. 31st March, 2022. 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

LISTING

The Equity shares of the company are listed on BSE Limited and Company has paid Annual Listing Fees up to the Year 2022-23.

SECRETARIAL STANDARDS

During the year under review, the company has complied with the applicable secretarial standards i.e. SS-1 and SS-2, relating to the "meeting of the Board of Directors" and "General Meetings", issued by the "Institute of Company Secretaries of India", have been duly followed by the company.

RISK MANAGEMENT

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

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.

	For and on behalf of the Board of Directors of
	M/s. Jhaveri Credits and Capital Limited
	-sd-
	KAMLESH J. JHAVERI
Date: 19/05/2022	Chairman & Whole time Director
Place: Vadodara	DIN:00266242