Jonjua Overseas Ltd Directors Report.

To,

The Members

Jonjua Overseas Limited.

Your Directors are pleased to present the 28th Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the Financial Year ended 31st March, 2020.

1. FINANCIAL HIGHLIGHTS

The Table below depicts the financial performance of your Company for the year ended 31st March, 2020.

Particulars 2019-20 2018-19
(in Rs.) (in Rs.)
Net Revenue from Operations 1,05,25,498.00 77,57,329.00
Other Revenue 13,99,782.00 12,94,479.00
Total Revenue 1,19,25,280.00 90,51,808.00
Expenses 62,39,893.00 50,34,374.00
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) 56,85,387.00 40,17,434.00
Finance Cost 1,06,520.00 1,32,512.00
Depreciation and Amortization 32,86,571.00 30,36,977.00
Expense
Profit Before Tax 22,92,296.00 8,47,945.00
Tax Expense 2,52,810.00 2,15,006.00
Profit After Tax 20,39,845.00 6,32,939.00

2. STATE OF COMPANYS FINANCIAL AFFAIRS

During the year under review, the Company has recorded total revenue of Rs. 119.25 lakhs as compared to the previous year amount of Rs. 90.51 lakhs. The Expenditure incurred including Depreciation during the year was Rs. 96.32 lakhs as against the amount of Rs. 82.03 lakhs during the previous year. The Company has earned a Profit After Tax of Rs. 20.39 lakhs as compared to the previous year amount of Rs. 6.32 lakhs. The Company is looking forward to increase its numbers in the coming financial years with the support of all the Stakeholders of the Company.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR TILL THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year and the date of this Report.

4. BONUS ISSUE

During the Financial Year under review, the Company took approvals of the Board and Members of the Company for the Bonus Issue on the BSE SME.

5. FUTURE OUTLOOK

Your Company is doing well in its segment and is capable of tapping the export thrust prevailing today in India. The Company is looking to further expand its activities in Africa and the North American markets. Your Company is also looking for new opportunities in Service Exports, Printed Books, Corporate Consultancy and Agriculture so that it can use its experience and goodwill to penetrate deeper in these segments.

6. NATURE OF BUSINESS

Your Company is into the Service Exports, Corporate Consultancy, Agriculture along with sale of Printed Books. The products of the Company are commanding premium value due to their uniqueness.

7. DEMATERIALISATION OF EQUITY SHARES

Equity Shares of the Company are in Dematerialized Form with either of the

Depositories viz. NSDL and CDSL. The ISIN No. allotted is INE793Z01027.

8. TRANSFER TO RESERVES

The Company has transferred balance amount to Other Equity from Profit and Loss Account for the Financial Year ended 31st March, 2020.

9. SHARE CAPITAL

The Authorized Share Capital during year has increased from Rs. 5,00,00,000 (Rs. Five Crores) divided into 50,00,000 (Fifty Lakhs) equity shares of Rs. 10/- each to Rs. 6,00,00,000 (Rs. Six Crores) divided into 60,00,000 (Sixty Lakhs) equity shares of Rs. 10/- each.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Designation Name
1 Managing Director MAJOR HARJINDER SINGH JONJUA, RETD.
2 Whole Time Director MANINDER KAUR JONJUA
3 Director HARMANPREET SINGH JONJUA
4 Independent Director BRIG. SATWINDER SINGH GILL, RETD.
5 Independent Director VINOD KUMAR KALIA
6 Independent Director NARINDER PAL SINGH
7 Chief Financial Officer RANBIR KAUR JONJUA
8 Company Secretary and Compliance Officer RIVA MAINI

11. MEETINGS OF THE BOARD AND COMMITTEES

During the Financial Year 2019-20, a total of 9 Board Meetings were held. The maximum time-gap between any two consecutive meetings did not exceed 120 days. The details of the Board Meetings are:

Board of Directors Meeting
Date No. of Directors Present
15-May-2019 5
22-May-2019 4
17-July-2019 4
25-July-2019 4
04-September-2019 6
14-October-2019 5
14-November-2019 5
29-January-2020 5
02-March-2020 5

Committees:

The Company has constituted an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

Audit Committee:

The Company has a duly constituted Audit Committee. The Board of Directors has accepted all the recommendations given by the Audit Committee during the FY 2019-20. During the year, six Audit Committee meetings took place on 15-May-2019, 04-September-2019, 14-October-2019, 14-November-2019, 29-January- 2019 and 02-March-2019.

Stakeholders Relationship Committee:

The Board has constituted a Stakeholders Relationship Committee as required under Securities Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("the Regulations"). The Board of Directors has accepted all the recommendations given by the Stakeholders Relationship

Committee during the FY 2019-20. The Stakeholders Relationship Committee had six meetings during the FY 2019-20 which took place on 15-May-2019, 04-September-2019, 14-October-2019, 14-November-2019, 29-January-2019 and 02-March-2019.

Nomination and Remuneration Committee:

The Board has constituted a Nomination and Remuneration Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations"). The Board of Directors has accepted all the recommendations given by the Nomination and Remuneration Committee during the FY 2019-20. The Nomination and Remuneration Committee had six meetings during the FY 2019-20 which took place on 15-May-2019, 04-September-2019, 14-October-2019, 14-November-2019, 29-January-2019 and 02-March-2019.

13. Board Evaluation

The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 mandates that the Board carry out an annual evaluation of its own performance, the Board Committees and the individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information flow, frequency of meetings, and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings. The Managing Director was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, held on performance of Non-Independent Directors, performance of the Board as a whole and performance of the Managing Director was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

14. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year ended 31 March, 2020, the Company has not received any complaint pertaining to sexual harassment.

15. DETAILS OF REMUNERATION TO DIRECTORS

The remuneration paid to the Directors is in accordance with the provisions of the Companies Act, 2013 and any other re-enactment(s) for the time being in force. The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013and the Rules made thereunder read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under: I. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year:

Major Harjinder Singh Jonjua (Retd.)
Salary (Rs.) Ratio
7,15,000.00 1:2.81

 

Maninder Kaur Jonjua
Salary (Rs.) Ratio
5,65,000.00 1:2.22

II. The percentage increase in remuneration of each Director, Chief Financial Officer (CFO), Company Secretary:

No revision in remuneration pursuant to applicability of section 197 of the Companies Act, 2013.

III. The percentage increase in the median remuneration of employees in the Financial Year:

Nil (The figure is calculated by comparing median remuneration of FY 2018-19 with median remuneration of 2019-20).

IV. The number of permanent employees on the rolls of Company:

The total number of employees including Whole-Time Director and Managing Director as on 31st March, 2020 is 10.

V. The Company has formulated a remuneration policy as per provisions of Companies Act, 2013 during the Financial Year and henceforth the remuneration will be in accordance with such policy.

16. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

17. RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy and a Risk Management Committee for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate Internal Control Systems and procedures to combat the Risk. The Risk Management procedure will be reviewed by the Audit Committee and Board of Directors on time to time basis.

18. POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements)

Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting mutilated or destroyed, while at the same time avoiding superfluous inventory of Documents.

19. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations"). The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the Related Party Transactions were in the ordinary course of the business and at arms length basis and, therefore, the provisions of Section 188 are not applicable. Those transactions were placed before the Audit Committee of Directors for prior approval in the form of Omnibus Approval.

Related Party Transactions under Accounting:

Material Related Party Transactions are disclosed in Annexure-1 in Form AOC-2 pursuant to clause (h) of subsection (3) of Section 134 read with Rule 8(2) of Companies (Accounts) Rules, 2014.

21. AUDITORS AND AUDITORS REPORT

Statutory Auditors:

The Company has appointed M/s. Jain and Associates, Chartered Accountants, as Statutory Auditors of the Company. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The Notes on Financial

Statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

Internal Audit Controls and their Adequacy:

The Company had appointed Internal Auditor in accordance with provisions of Companies Act, 2013. During the year, the Company continued to implement their suggestion and recommendations to improve the control environment. Their scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Secretarial Auditor:

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 ACS Neelam Beniwal and Associates, a Practicing Company Secretary bearing Membership No. A29494 and C.P. No.: 14039 to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure-2 as Secretarial Audit Report. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

22. PARTICULARS OF EMPLOYEES

Your Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels. The information on employees particulars as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is forming part of this Directors Report. There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. CORPORATE GOVERNANCE

As per Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance, it is not applicable to a Company listed on the SME Platform (BSE). Hence, the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to have the Demat Suspense Account neither Unclaimed Suspense Account.

24. PUBLIC DEPOSITS

During the Financial Year 2019-20, the Company has not accepted any deposit within the meaning of Sections 73 and 76 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

There is no technology absorption required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014. However, the details forming part of Conservation of Energy, Foreign exchange earnings and outgo is annexed herewith as "Annexure 3."

26. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUALTORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN

FUTURE

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.

29. EMPLOYEES RELATIONS

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

31. CONSOLIDATION OF ACCOUNTS - ASSOCIATES/JOINT VENTURES

As on the reporting day, your Company does not have any Associate or Joint Venture hence Consolidation of Accounts is not required.

32. INSIDER TRADING REGUALTIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Fair Disclosure ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its designated employees and other employees from trading in the securities of Jonjua Overseas Limited at the time when there is unpublished price sensitive information.

33. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Report on the Management Discussion and Analysis is provided as a separate "Annexure-4" in the Annual Report.

34. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is appended as "Annexure-5" to the Boards Report.

35. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company:

a) In preparation of the Annual Accounts for the Financial Year ended 31st March, 2019, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) The Directors have selected Accounting Policies, in consultation with the Statutory Auditors 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 as at the end of the financial year and of the profit or loss of the Company, for that period;

c) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the Annual Accounts of the company on a going concern basis;

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; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 36. POLICIES

The Companies Act 2013 along with the SEBI (LODR) Regulations, 2015 and mandate to formulations of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the Company believed to retain and encourage high level of ethical standard in business transactions.

37. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming cooperation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of
Date: 29/06/2020. Jonjua Overseas Limited
Place: Mohali.
Harjinder Singh Jonjua
Managing Director
DIN: 00898324