Joindre Capital Management Discussions


 

To

The Members,

The Board of Directors is pleased to present herewith the Twenty-Eight Boards Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year Ended Year Ended
31st March, 2023 31st March, 2022
Gross Total Income 2897.31 3812.87
Expenditure 2380.16 2904.02
Finance Cost 43.07 70.69
Gross Profit ( Loss ) 474.08 838.16
Depreciation 47.21 31.20
Profit/(Loss) Before Tax Tax Expenses: 426.87 806.96
Current 113.25 183.50
MAT credit entitlement - -
Deferred 4.47 (6.84)
Provision for Earlier Year - -
Profit (Loss) for the Tax 308.24 630.30
Other Comprehensive Income 59.37 18.11
Total Comprehensive Income for the year 367.61 648.11
Balance B/f from Last Year 5555.49 5045.74
Appropriations:
Final Dividend paid (172.95) (138.36)
Tax on Equity Dividend - -
Balance c/f to the Balance Shi eet 5750.15 5555.49

2. OVER VIEW OF FINANCIAL PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSE Ltd in their Cash and Derivative segment and National Stock Exchange of India Ltd in their Cash, Derivative, and Currency Derivative segment and providing Capital Market services through the network of branches and authorised persons and remisiers.

The Company is also a Depository Participant of Central Depository Services (I) Ltd and providing the depository services to the Clients.

Total Income for the year is Rs. 2897.31 lakhs as compared to Rs. 3812.87 lakhs last year.Total profit before tax for the year was Rs. 426.87 lakhs as against Rs. 806.96 lakhs last year, the profit after tax was Rs. 308.24 lakhs as against Rs. 630.30 lakhs last year and the total comprehensive Income for the year was Rs. 367.61 as against Rs. 648.11 last year.

3. PORTFOLIO MANAGER SERVICES

The Company has been offering Portfolio Manager Services (PmS) toits Clients.

4. DIVIDEND

During the year under review, the Board of Director of the Company, at its meeting held on May 30, 2022 have recommended a dividend of Rs. 1.25(12.50%) per Equity

Share of Rs. 10/- each for the financial year 2022-23 subject to the approval of the Members at the ensuing Annual General Meeting ("AGM"). The dividend would be paid to all the shareholders, whose names appear in the Register of Members/Beneficial Holders list on the Book Closure date. This Dividend is subject to approval of the Members at the forthcoming 28th Annual General Meeting. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2023 was Rs. 1383.65 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March 2023, the Directors of the Company hold the Equity Shares of the Company as follows:

Name of the Director Designation Number of Shares % of Total Capital
Mr. Anil Mutha Chairman 1771000 12.80
Mr. Dinesh Khandelwal Whole Time Director 771600 5.58
Mr. ParasBathia Whole Time Director 1266850 9.16
Mr. SubhashAgarwal Whole Time Director 565450 4.09
*Mr. Sunil Jain Whole Time Director 470160 3.40
Mrs. Jeha Sanjay Shah Independent Director Nil NA
*Mr. Sanjay Jain Independent Director Nil NA
Mr. Ravi Jain Independent Director Nil NA
**Mrs. SonaliChaudhary Independent Director Nil NA
Mr. VeepinThokal Independent Director 1000 0.01
Ms. Pooja Bajaj Independent Director Nil NA

*resigned effective close of business hours on 31st December, 2022. **resigned effective close of business hours on 16th May, 2022

6. FINANCE

Cash and cash equivalent as at 31st March, 2023 was Rs. 7066.70 lakhs. The Company continues to focus on judicious management of its Working Capital. Receivables and other Working Capital parameters were kept under strict check through continuous monitoring.

7. LISTING FEES

The Company has paid the requisite Annual Listing Fees to Bombay Stock Exchange Limited (Scrip Code: 531861), where its securities are listed.

8. 8.1 DEPOSITS

Your Company has not accepted any fixed deposits; and as such, no amount of principal or interest was outstanding as of its balance sheet date falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the Company has an outstanding exempt deposit as on 31st March, 2023 which has been filed with the MCA in the Form DPT 3.

In order to augment resources for, inter-alia, shortterm working capital and for general corporate purposes, the Company may accept deposits from

members upto 25% of its paid up share capital and free reserves. The resolution has accordingly been proposed for the approval of the members pursuant to Section 73 (2) of the Companies Act, 2013. All the Directors of the Company may be deemed to be interested in the resolution to the extent of their shareholdings in the Company. Form DPT-1 for circular in the form of advertisement inviting deposit is being filed with MCA.

8.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8.3 TRANSFER TO RESERVES

The Board does not propose to transfer any amount to General Reserve or any other Reserves.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is committed to making a positive impact on society and the environment. CSR objectives are centered around promoting social welfare, sustainable development, and addressing key societal challenges. The Company focuses on community development, education and skill enhancement, healthcare and wellness, and employee welfare. Through initiatives such as providing educational opportunities, collaborating with healthcare institutions, and fostering employee engagement, it aims to create a lasting positive change. By allocating resources effectively and engaging its employees and communities, company strives to be a responsible corporate citizen and contribute to the wellbeing of society.

As per the Companies Act, 2013, as prescribed companies are required to spend at least 2% of their average net profits for three immediately preceding financial years. Accordingly, your Company has spent Rs. 10 lakhs towards the CSR activities during FY22-23.

Details about the CSR policy are available on the website www.joindre.com. The report on the CSR activities of the Company is appended as "Annexure I" to the Directors Report.

10. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stock broking through the network of branches and, authorised persons. The Compliance Department ensures that various existing policies regarding registration of clients, risks relating to client level, dealing in penny stocks, exposure limit, brokerage rates, suspending/ closure of clients account etc. are in place in compliance with the Exchange Rules and Regulations so that business risk is minimised and there are no penal action by the Regulatory Authorities. The Company has taken adequate measures to secure interest of theclients. The Trader Terminal provided to the client, offer on line real time data such as ledger balance of stock and funds position etc. Company transfers clients funds and securities to their designated bank and demat account and all receipt and payment from/to clients are through account payee chequeonly and no cash payment/ acceptance is permitted. Your Companys risk management system comprises of prudential norms, timely reporting and stringent controls. The various policies of the company, internal control systems ensures operational efficiency and mitigate risk. Technology is an integral part of the Companys business operations and hence to mitigate the risk to technology failure, your company has taken up steps like use of sophisticated firewalls to protect the IT infrastructure from hacking/ data leakage and security breaches, multiple options for internet bandwidth and internet connectivity. The Client level risk in broking operations is managed through system.

Risks Management Committee: Though under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is not mandatory for the Company to constitute Risks Management Committee; however, the Company has formed the Risks Management Committee. In the Board meeting there is a formal discussion on identifying risk to the business and how to mitigate the same. The Board periodically reviews the Companys financial and risk management policies, systems and framework and ensures that risk is minimised.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the nature of business, size, and scale of its operations. The Company monitors and evaluates the efficacy and adequacy of internalfinancial control system, its compliance with operating systems, accounting procedures and other policies of the Company. Based on the report of Statutory Auditors as well as periodic internal audit function carried out by a firm of Chartered Accountant, corrective action in the respective areas is taken thereby strengthen the financial controls.The significant audit observations and corrective actions thereon are presented to the Audit Committeeand the Board periodically. Also there is a full-fledged Compliance Department toensure statutory compliances.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism through a Whistle Blower Policy for Employees to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report.

13. SUBSIDIARY COMPANY

The Company has one wholly Owned Subsidiary Company, M/s. Joindre Commodities Ltd (JCL).The salient features of financial statement of the Subsidiary, pursuant to the first proviso to sub-section 3 of section 129 of the Companies Act, 2013, read with rule 5 of the Companies (Accounts) Rule 2014,in the Form AOC-1 is given below:

(Rs in Lakhs)

Sr.No Particulars Joindre Commodities Ltd
1 Reporting Period April 2022 to March 2023
2 Reporting Currency Rupees
3 Country India
4 Exchange Rate NA.
5 Share Capital 75.00
6 Reserves and Surplus 40.32
7 Total Assets 115.57
8 Total Liabilities 115.57
9 Investment other than Investment in subsidiary Nil
10 Turnover 0.28
11 Profit before taxation (0.81)
12 Provision for Taxation 0.21
13 Profit after taxation (0.60)
14 Proposed Dividend Nil

14. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Anil Mutha (DIN: 00051924)and Mr. Paras Bathia (DIN: 00056197), Whole Time Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax advisory services and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, certain Independent Directors are required to undertake online proficiency selfassessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank. Those Independent Directors who have to undertake online proficiency self-assessment test will appear for the same.

During the fiscal year 2022-23, several changes occurred within the companys board of directors. Mrs. Sonali Piyush Chaudhary tendered her resignation as an Independent Director, effective from May 16, 2022. Similarly, Mr. Sunil Jain and Mr. Sanjay Jain resigned from their positions as Whole-time Director and Independent Director of the Company, respectively, effective from December 31,2022. It is important to note that their resignations were driven by personal reasons, and no material reasons were associated with their departures. These changes in the board reflect the individual circumstances and pre-occupations of the directors.

14.1 PERFORMANCE EVALUATION OFBOARD ANDITS COMMITTESS

In compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has conducted an annual performance evaluation. This evaluation encompassed an assessment of the Boards overall performance, individual directors, and the functioning of the Audit Committee and the Nomination and Remuneration Committee. The methodology employed for conducting the evaluation has been elaborated upon in detail in the Corporate Governance Report.

14.2 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

14.3 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

Throughout the year, a total of nine Board Meetings and four Audit Committee Meetings were convened and successfully conducted. The details of Board Meetings and various Committee Meetings are given in the Corporate Governance Report. It is noteworthy that the intervals between the Meetings complied with the stipulated timeframe prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, thereby ensuring compliance with relevant regulations and facilitating efficient decision-making processes.

14.4 FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of the Company, its management and provides overall capital market perspective and the issues faced by the market. The details of familiarization programme is explained in the Corporate Governance Report and are also available on the Companys website under the head Investor Relations.

14.5 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed both under Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14.6 KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 framed thereunder:

1. Mr. Anil Mutha -Chairman/Whole-time Director

2. Mr. Dinesh Khandelwal - Whole-time Director

3. Mr. Paras Bathia - Whole-time Director

4. Mr. Subhash Agarwal - Whole-time Director

5. Mr. Sunil Jain - Whole-time Director (resigned effective close of business hours on December 31, 2022)

6. Mr. Pramod Surana- Chief Financial Officer

7. Mr. Vijay Pednekar- Company Secretary (resigned effective close of business hours on April 30, 2022)

8. Mrs. Kishori Sodha - Company Secretary (appointed as on May 01, 2022 & resigned effective close of business hours on March 20, 2023)

9. Mrs. Sweta Jain- Company Secretary (appointed as on March 21, 2023)

None of the Directors have attained the age of 75 years.

15. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made 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, 2023and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the 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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered with your Company, during the financial year were on arms length basis and were in the ordinary course of the business. In terms of the Act, there were no materially significant related party transactions entered into by your Company with its Promoters, Directors, Key Managerial Personnel and its wholly owned subsidiary companies, or other designated persons, which may have a potential conflict with the interest of your Company at large, except as stated in the Financial Statements. Hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are at arms length and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions was revised during the year in view of amendments in applicable rules. The policy on Related Party Transactions as amended and approved by the Board of Directors, is accessible on your Companys website at www.joindre.com.

17. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect your Companys financial position have occurred between the end of the financial year of your Company i.e. 31st March, 2023 and date of this report i.e. 30th May, 2023.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

Dividends which remain unclaimed/unpaid for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Accordingly during the year under review, Unclaimed/Unpaid Dividend declared by the Company during the financial year 2015-16 is required to be transferred to IEPF, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016,.

19. TRANSFER OF EQUITY SHARES IN RESPECT OF UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the CompaniesAct read with Investor Education & Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and the Notifications issued by the Ministry of CorporateAffairs from time to time, the Company is required to transfer the shares in respect of which dividends have remained unpaid/unclaimed for a period of seven (7) consecutive years or more to the IEPF. Accordingly during the year under review, shares in respect of Unclaimed/Unpaid Dividend declared by the Company during the financial year 2015-16 are required to be transferred to IEPF.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

21. AUDITORS

21.1 STATUTORY AUDITORS

The members of the Company at the 24th Annual General Meeting had appointed M/s S. Rakhecha& Company, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years till the conclusion of 29th Annual General Meeting to be held in the year 2024. The Auditors, have under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder, furnished a certificate of their eligibility and have confirmed their willingness and eligibility to act as statutory auditor of the Company for financial year 2023-24.

The statutory auditors have also furnished a declaration confirming their independence as well as their arms length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the statutory auditors and the effectiveness of the audit process.

The notes on the financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservations or adverse remark.

21.2 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. P. P. Shah& Co.,Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in the prescribed Form MR 3 is annexed to this report as "Annexure II". The Secretarial Audit Report does not contain any qualification or adverse remarks.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

23. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

24. CORPORATE GOVERNANCE

The Board of Directors affirms their continued commitment to good corporate governance practices. During the year under review, the Company complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Companys Secretarial Auditors, M/s. P. P. Shah & Co., Practicing

Company Secretaries confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has been taking all the possible measures to conserve the energy and use and adopt best technology available in the market.

I) Energy Conservation:

In order to conserve the energy the Company has taken the following steps:

a) Replacement of old computers and office equipments with power savings devices as and when required.

b) Switching of lights when not required.

c) Minimizing usage of Air conditioners

II) Technology absorption:

The Company has full-fledged IT Department which keeps abreast of technological advancement and try and adopt the same for day to day operations. The Company offers user friendly trading terminals and trading platforms to its clients. The Company has in place Wide Area Networking, high breed lease lines, Risk Management software etc.

III) There is no Foreign Exchange earnings and outgo during the year

26. ANNUAL RETURN

A copy of Annual Return as provided under Section 92(3) of the Companies Act, 2013, in the prescribed format which will be filed with MCA is available on the Companys website at https://www.joindre.com/

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure " B"

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to the Company as no Employee of the Company is in receipt of remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m.

28. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Annual Financial Statements of your Company for the financial year 2022- 23 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditors Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the subsidiary company in the prescribed Form AOC - 1 are provided at Point 13of the Boards Report which forms part of the Annual Report. The Financial Statements are also available on the website of the company at www.joindre.com under investors relations section.

29. WHOLE-TIME DIRECTOR & CFO CERTIFICATION

The Certificate from Mr. Anil Mutha, Mr. Dinesh Khandelwal, Mr. Paras Bathia, Mr. Subhash Agarwal, Whole-Time Director and Mr. Pramod Surana, CFO pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on May 30, 2023. The certificate is attached and forms part of this Report.

30. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company Secretaries, have issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI/Ministry of Corporate Affairs or any such statutory Authority. The certificate is attached and forms part of this Report.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company Secretaries, has issued Annual Secretarial Compliance Report for the financial year ended 31st March, 2023 pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 which covers a broad check on compliance with the applicable SEBI Regulations and circulars/guidelines issued thereunder on an annual basis. The Report has been filed with BSE Limited. The said report does not contain any qualification or adverse remarks, except as mentioned in the form MR-3 which is annexed to this report as "Annexure II" and observations made in the previous year report.

The Board has taken note of the remarks of the Secretarial Auditor and commented as below:

Sr. No. Particulars Comments
1. During the financial year 2022 - 23, the Board of Directors of listed entity comprised of 5 Executive Directors and 5 Independent Directors up to 15th May, 2022. Ms. Sonali Chaudhary, resigned as an Independent Director of the Company w.e.f. 16th May, 2022. Ms. Pooja Bajaj was appointed as an Independent Director w.e.f. 22nd October, 2022. The delay in appointment of Ms. Pooja Bajaj as an Independent Director was on account of identifying suitable candidate on the Board of the Company.
The appointment of Ms. Pooja Bajaj as an Independent Director by the Company was beyond the maximum period of three months from the date of resignation of Ms. Sonali Chaudhary as an Independent Director as allowed under Regulation 25 (6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and para VI of Schedule IV of the Companies Act, 2013. Owing to the delay in appointment of Ms. Pooja Bajaj as an Independent Director, the composition of the Board of Directors was short of 1 Independent Director which is not in accordance with Regulation 17 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and para VI of Schedule IV of the Companies Act, 2013.
Sr. No. Observations of the Practicing Company Secretary in the previous- reports Observations made in the secretarial compliance report for the year ended 31st March, 2020 Actions taken by the listed entity, if any Comments of the Practicing Company Secretary on the actions taken by the listed entity
1. Noncompliance with the requirements pertaining to the composition of the Board including failure to appoint woman director. Fine of Rs. 5,42,800 (Including 18% GST) for the quarter ended 30thSeptember, 2019. Refer Note 1 below The Company had requested BSE Limited to waive the fine. The same is pending with BSE Limited.
2. Noncompliance with the constitution of Nomination and Remuneration Committee Fine of Rs. 2,17,120 + 18% GST for the quarter ended 30th September, 2019. Refer Note 2 below BSE Limited has rejected the request for waiver and imposed the fine of Rs. 2,17,120 + 18% GST for the quarter ended 30th September, 2019. Refer Note 2 below.

Managements response:

In respect of the Corporate Governance Report for the quarter ended 30-09-2019 filed with BSE Ltd, the Company had received a notice from BSE Ltd stating non-compliance pertaining to certain provision of the SEBI (LODR) Regulations, 2015 for which the Company has made the following submission:

Note 1: The Company has replied to the BSE that at any point of time, the Board of the Company consisted of 5 Whole Time Directors and 5 Non-Executive Directors (including one Woman Director), totaling 10 Directors which is optimum combination of Executive and NonExecutive Directors in terms of Regulation 17 (1) of SEBI (LODR) Regulations, 2015. Accordingly, the Company had requested BSE Limited to waive the fine. The same is pending with BSE Limited.

Note 2: The Company has replied to the BSE that as per the requirement of regulation 19 (1) (a), the Nomination and Remuneration Committee shall comprise of at least three Directors. As per Regulation 19 (1) (c), at least fifty percent of the Directors shall be independent directors. Further, as per Regulation 19 (2), the Chairman of the Committee is Non Executive Independent Director.

In the instant case, out of the total four members, three members were Non-Executive Independent Directors and one member was anExecutive Director. Further, the Chairman of the Committee was Non-Executive Independent Director. The Regulation do not prohibit the appointment Executive Directors as its member (in view of Regulation 19 (2), which provides that chairperson of the listed entity whether executive or non-executive may be appointed as a member of the Committee and shall not chair the Committee). In our case, one member who wasan Executive Director, had never chaired any Nomination and Remuneration Committee.

Accordingly, the Company had requested BSE Limited to waive the fine. In this regard, BSE vide their email dated 28-09-2020 has informed that the Companys representation for waiver of fine was placed before the "Committee for Reviewing Representations for Waiver of Fines levied under Standard Operating Procedure (SOP)". After considering the facts of the case, the written submissions made by the Company, the Committee decided that the request for waiver of fines could not be acceded to as the reason cited by the Company does not amount to impossibility of performance by the Company and accordingly does not fall under the carve out jointly formulated by BSE and NSE and noted by SEBI.

The Company feels that the facts relating to the issues involved have not been properly represented by the Exchange Officials before the Committee, which has resulted in declining the waiver request of the Company. Under the circumstances, the Company has requested the Exchange Officials vide email dated 12-10-2020 for granting an opportunity of personal hearing before the Committee. However, the matter could not progress further due to lockdown on account of Covid-19 and the same is pending with BSE.

32. CAUTIONARY STATEMENT

Statements in the Board of Directors Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global economy, government regulations, tax laws, economic developments within the Country and market sentiment.

33. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March, 2023, your Company and its subsidiaries have paid a consolidated sum of Rs. 7,75,000/- to the Statutory Auditor and all its entities.

34. INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

35. ONE TIME SETTLEMENT WITH BANKS

The Company has not made one-time settlement with the banks or financial institutions.

36. INDUSTRY STRUCTURE AND DEVELOPMENTS

The main activity of the Company is retail broking through network of branches and authorized persons. The internet based trading facilities offered by the company is popular and widely used by the clients and viewers. The Company offers ResearchReport andfinancial updates toIndividual Clients.The Company is also rendering Depository Services to its clients.

37. SEGMENT-WISE OR PRODUCT- WISE PERFORMANCE

The Company has been rendering Capital Market Services and hence there is no separate segment reporting.

38. HUMAN RESOURCES

Your company has been able to employ and retain qualified professionals by offering the challenging work environment and compensation. The Company provides in house training to its employees. There were 67 employees as at 31st March, 2023.

39. FORWARD LOOKING STATEMENT

The Statements made in this report describe the

Companys objectives and projections that may be forward looking statements which are based on certain assumptions and expectations of future events. The Companys actual results, may differ materially from those projected in any such forward looking statements depending on economic conditions, government policies and decisions which are beyond the control of the Company.

40. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As requiredunder the provisions ofSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed a Committee and also adopted policy on prevention and redressal of grievance relating to sexual harassment of women at work place. There were nil complaints pending/received on sexual harassment during the year under review.

41. GREEN INITIATIVES

Electronic copies of the Annual Report 2022-23 and Notice of the 28th Annual General Meeting are sent to all members whose email addresses are registered with your Company/Depository Participant(s).

In the past, for members who have not registered their email addresses, physical copies of the Annual Report were being sent under Section 101 of the Companies Act, 2013 in the permitted mode. However, pursuant to Circular SEBI/HO/DDHS/DDHS-RACPOD1/ P/CIR/2023/001 issued by the Securities and Exchange Board of India ("SEBI") (collectively referred to as "SEBI Circulars"), MCA vide Circular dated December 28, 2022 has, inter-alia, now extended the relaxations from dispatching of physical copies of financial statements due in the year 2023 (i.e.

till September 30, 2023). Accordingly, Members who have not registered their email address with the Company or the Depository Participant(s) are requested to download the copy of the Annual Report from the website of the Company i.e. www.joindre.com or from the website of BSE limited i.e. www.bseindia.com.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

42. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the cooperation and contributions made by them at all levels.

By Order of the Board
Anil Mutha Subhash Agarwal
(Chairman) (Whole Time Director)
Place : Mumbai
Date : May 30, 2023
Registered Office:
9/15 Bansilal Building, Office 3rd Floor, Homi Modi Street, Fort, Mumbai - 400023 No. 29-32,