justride enterprises ltd share price Directors report

To,

Dear Members,

Your Directors have pleasure in presenting the Fifty Seventh (57th) Annual Report of your Company Justride Enterprises Limited with the Audited Financial Statements alongwith Auditors Report for the year ended 31st March, 2023.

1. FINANCIAL PERFORMANCE

(In Lakhs)

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Revenue from Operations	19.50	0.00
Other Income	4.85	0.00
Total Revenue	24.35	0.00
Expenses for the period	16.68	6.07
Profit / (Loss) before tax from continuing operations	7.67	(6.07)
Current Income Tax for the period	0.00	0.00
Deferred Tax	0.00	(0.00)
Profit / (Loss) for the period	7.67	(6.07)

2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANYS AFFAIRS :

Due to liquidity crunch, the Company has not been in a position to carry on its business operations in a desired manner during the financial year under review but the company is working actively to generate revenues in the forthcoming years and wish the company soon to become a cash rich company.

Further, with change in control of your Company, we are optimistic towards the future growth prospects and operation of the Company.

3. DIVIDEND

The Board of Directors of the Company has decided not to recommend any dividend for the financial year under consideration.

4. TRANSFER TO GENERAL RESERVES

The Company has not transferred any sum to the General Reserves Account during there porting period.

5. CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business during the financial year 2022-23.

6. MATERIAL CHANGES AND COMMITMENTS

CHANGE IN CONTROL AND MANAGEMENT PURSUANT TO SHARE PURCHASE AGREEMENT AND OPEN OFFER

During the Financial Year, the Company has entered into the Share Purchase Agreement dated April 20,2022, with M/s Just Right Life Limited (Formerly Known as Stepping Stone Constructions Private Limited) ("Acquirer 1") and Ms. Sukriti Garg ("Acquirer 2").

Pursuant to the Share Purchase Agreement the Acquirers have acquired 73.02% shares i.e. a total of 10,75,704 equity shares and voting rights in the Company. The Acquirers have triggered the Regulation 3 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Further with respect to the same the Acquirers had initiated the procedure for Open Offer and a Public Announcement for the Open offer for acquisition of up to 3,83,022 fully paid-up equity shares of face value of Rs. 10 each ("Equity Share"), representing the 26% of the Voting Share Capital of Justride Enterprises Limited (the "Target Company") at an offer price of ? 8.15 per Equity Share, to the Public Shareholders of Justride Enterprises was made by M/s. Just Right Life Limited ("Acquirer 1") and Ms. Sukriti Garg ("Acquirer 2") (hereinafter collectively referred to as the "Acquirers") pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations") ("Offer" or "Open Offer") as on April 20, 2022 through Fedex Securities Private Limited ("Manager to the Offer").

Further in this regard a Draft of Offer Letter was submitted to Bombay Stock Exchange on 6th May 2022, thereafter a final Letter of Offer was submitted to the Bombay Stock Exchange as on 10th June 2022 stating the details of Open Offer along with the intimation of date of opening of Open Offer i.e 17th June 2022 and date of closure of Open Offer i.e 30th June 2022.

Pursuant to the Share Purchase Agreement, 5,00,000 equity shares have been transferred in the name of Ms. Sukriti Garg and 5,75,704 equity shares transferred in the name of M/s Just Right Life Limited respectively. Further, a total 770 shares were tendered by public shareholders in Open Offer. Out of which 540 shares were purchased by Ms. Sukriti Garg and the balance 230 shares are in process of Transfer in favour of Ms. Sukriti Garg.

After successful completion of the Open Offer, management or control of the Company was changed after paying consideration on 14th July, 2022. The aforesaid acquirers become new the Promoters and Promoter Group of the Company.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of the Annual report.

8. PUBLIC DEPOSITS

Our Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and any amendment thereof.

9. AUDITORS a) STATUTORYAUDITOR

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame there under M/s. KSMC & Associates, Chartered Accountants, (Firm Registration No. : 003565N) has been appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 56 th Annual General Meeting held in 2022 till the conclusion of 61 st Annual General Meeting of the Company to be held in 2027, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined in consultation with the Auditors and duly approved by the members of the Company.

Auditors Report

The Auditors Report for financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year under review. The Auditors report is enclosed with the financial statements in this Auditors Report.

b) SECRETARIALAUDITOR

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 Kumar G & Co. (M.No. : A14629 and CP No. : 7579), Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the secretarial audit of the Company for the Financial Year 2022-2023.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2023 in the format prescribed (Form MR-3) as provided by & Co. the Company Secretary in Practice has been annexed to the Report. (Annexure-I)

c) INTERNAL AUDITOR

The Company has appointed M/s Jha Gunjan & Associates (FRN-029506N, COP-529511), Practicing Chartered Accountants as an Internal Auditor of the Company for the F.Y. 2022-23 as per the requirements of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

d) COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

10. SHARE CAPITAL

The Authorized share capital of your Company as on March 31, 2023 is Rs. 5,50,00,000 (Rupees Five Crore Fifty Lakh Only) comprising of 55,00,000 (Fifty-Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company as on March 31, 2023 stands at Rs. 1,47,31,600/-(Rupees One Crore Forty-Seven Lakh Thirty-One Thousand Six Hundred Only) comprising of 14,73,160 Equity Shares of Rs. 10/- each (Rupees Ten Only) each.

During the year under review, there was no change in the capital structure of the Company.

A. Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule (4) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of sweat equity shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

11. EXTRACT OF THE ANNUAL RETURN

The Ministry of Corporate Affairs vide Notification dated 05.03.2021 (effective from same date) has Made Amendment in Rule 12 of Companies (Management and Administration), Rules, 2014, Omitting Requirement of Attaching MGT 9 Extract of Annual Report in the Board Report, Hence the Form MGT-9 doesnt form part of this Board Report.

The copy of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-7 is available on the website of the Company at www.justrideenterprises.com

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUT GO

The details of conservation of energy, technology absorption, foreign exchange earnings and out go are as follows :

(A) Conservation of energy : N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption : N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year :

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

13. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34 (2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500) listed entities based on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top 500 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34 (2)(e) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report (MDAR) is set out in the Annual Report. (Annexure II)

15. POLICIES

Company has the following policies :

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Above Policies along with the other policies which are applicable on the website of the Company at www.justrideenterprises.com

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2022-23, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in the future.

17. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs. 500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs. 1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs. 5 Crore) or more during the immediately preceding financial year, is required to constitute a Corporate Social Responsibility Committee ("CSR Committee") of the Board. But this provision is not applicable to your company; as during the immediately preceding financial year, company has not reached this limit.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013 along with the provisions of SEBI (LODR) Regulations 2015. As of the date of the report, your company has the following Directors on its Board:

S.No.	Name of Director	DIN/PAN	Designation	Date of Appointment
1.	Dr. Ridham Dhawan	09608632	Independent Director	30/05/2022
2.	Ms. Sony Kumari	09270483	Independent Director	06/02/2023
3.	Ms. Sukriti Garg	09585946	Whole-Time Director	06/02/2023
4.	Ms. Swati Gupta	09652245	Independent Director	06/02/2023
5.	Ms. Bhawana Gupta	10101543	Whole-Time Director	08/04/2023
6.	Mr. Harish Agarwal	ADFPA4050J	Chief Financial Officer	22/04/2019

During the year under review Appointment/Resignation of Directors are as follows:

S.No.	Name of the Director	Designation	Appointment/Resignation	Date
1.	Mr. Surya Kumar (DIN : 07966100)	Non-executive Independent Director	Resignation	06/02/2023
2.	Mr. Arun Yadav (DIN : 07966114)	Non-executive Independent Director	Resignation	06/02/2023
3.	Mr. Shubal Goel (DIN : 08150594)	Non-executive Director	Resignation	14/02/2023

A. Company Secretary & Compliance Officer

1. Ms. Rashmi Chaudhary was appointed as the Company Secretary & Compliance Officer of the Company during the financial year under review as on 29.06.2022.

2. Ms. Rashmi Chaudhary resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 29.04.2023.

3. Ms. Vasudha Aggarwal has been appointed as the Compliance Officer of the Company w.e.f. 29.04.2023 and thereafter she was appointed as the Company Secretary of the Company w.e.f. 17.06.2023.

4. Ms. Sukriti Garg has been appointed as the Whole Time Director cum Chief Executive Officer of the Company w.e.f. 17.06.2023.

5. Ms. Bhawana Gupta has been appointed as the Whole Time Director cum Chief Operating Officer of the Company w.e.f. 17.06.2023.

19. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.

20. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment there by safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable to the company, prepared by the company and taking steps to rectify instances of non-compliances. (Annexure III)

21. NUMBER OF MEETINGS OF THE BOARD

During the year, six (06) Board Meetings were convened by the Board of Directors as on 30.05.2022, 13.08.2022, 05.09.2022, 14.11.2022, 06.02.2023 and 14.02.2023. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Adequate Quorum was present in all the meetings as required by law.

Date of Meeting	Mr. Suyra Kumar	Mr. Arun Yadav	Mr. Shubhal Goel	Dr. Ridham Dhawan	Ms. Sony Kumari	Ms. Sukriti Garg	Ms. Swati Gupta
30.05.2022	YES	YES	YES	YES	-	-	-
13.08.2022	YES	YES	YES	YES	-	-	-
05.09.2022	YES	YES	YES	YES	-	-	-
14.11.2022	YES	YES	YES	YES	-		-
06.02.2023	YES	YES	YES	-	YES	YES	YES
14.02.2023	-	-	YES	YES	-	YES	-

22. COMMITTEES AND THEIR MEETINGS

A. Audit Committee

The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Composition of Audit Committee as on 31.03.2023

S.NO.	NAME OF THE MEMBER	DESIGNATION	CATEGORY
1.	Ms. Swati Gupta	Chairperson	Non-Executive Independent Director
2.	Dr. Ridham Dhawan	Member	Non-Executive Independent Director
3.	Ms. Sony Kumari	Member	Non-Executive Independent Director

The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process, reviewing the financial statements and recommending the appointment of Auditors. All the recommendations made by Audit Committee were accepted.

During the year Four Audit Committee Meetings were held.

Date of Meeting	Mr. Surya Kumar	Mr. Arun Yadav	Mr. Shubhal Goel	Dr. Ridham Dhawan	Ms. Sony Kumari	Ms. Swati Gupta
30.05.2022	YES	YES	YES	YES	-	-
13.08.2022	YES	YES	YES	YES	-	-
14.11.2022	YES	YES	YES	YES	-	-
14.02.2023	-	-	-	YES	YES	YES

B. Nomination and Remuneration Committee

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation etc.

Composition of Nomination and Remuneration Committee as on 31.03.2023

During the year two Nomination and Remuneration Committee Meetings were held.

S.NO.	NAME OF THE MEMBER	DESIGNATION	CATEGORY
1.	Ms. Swati Gupta	Chairperson	Non-Executive Independent Director
2.	Dr. Ridham Dhawan	Member	Non-Executive Independent Director
3.	Ms. Sony Kumari	Member	Non-Executive Independent Director

 

Date of Meeting	Mr. Surya Kumar	Mr. Arun Yadav	Dr. Ridham Dhawan	Ms. Sony Kumari	Ms. Swati Gupta
30.05.2022	YES	YES	YES	-	-
06.02.2023	-	-	YES	YES	YES

C. Stakeholders Relationship Committee

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notices / annual reports, etc.

Composition of Stakeholder Relationship Committee as on 31.03.2023

S.NO.	NAME OF THE MEMBER	DESIGNATION	CATEGORY
1.	Dr. Ridham Dhawan	Chairperson	Non-Executive Independent Director
2.	Ms. Swati Gupta	Member	Non-Executive Independent Director
3.	Ms. Sony Kumari	Member	Non-Executive Independent Director

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notices / annual reports, etc.

During the year one meeting of Stakeholders Relationship Committee Meetings were held.

Date of Meeting	Mr. Surya Kumar	Mr. Arun Yadav	Dr. Ridham Dhawan	Ms. Sony Kumari	Ms. Swati Gupta
06.02.2023	-	-	YES	YES	YES

Details of establishment of Vigil Mechanism / Whistle Blower Policy for Directors and Employees

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes in honesty, integrity, ethics, transparency and good conduct in its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.

23. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

The Company does not have any Subsidiary / Joint Venture / Associate Companies.

24. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,

ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has no subsidiaries, Joint Venture Companies so there is no requirement of description of the performance of Subsidiaries and Joint Venture Companies.

25. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement and same is provided in this Annual Report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into contracts and arrangements with related parties and, in this regard AOC-2 is attached as Annexure-IV.

27. CORPORATE GOVERNANCE CERTIFICATE

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

28. HUMAN RESOURCES

The Management has a healthy relationship with the officers and the Employee.

29. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. SEXUAL HARASSMENT

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints.

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year under review.

31. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).

32. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

33. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTERSE

None of the Directors are related to each other.

34. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it is applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

35. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board, Key Managerial Personnel, Senior Management of the Company and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Companys website www.justrideenterprises.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. (Annexure V)

36. ANNUAL LISTING FEES

The Company is listed on Bombay Stock Exchange (BSE), the Scrip Code of the Co. is 531035. The Company has paid the Annual Listing fee for the Financial Year 2022-23 to BSE Limited.

37. EXECUTIVE DIRECTOR / CFO CERTIFICATE

As required by the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate from Executive Director (Whole-time Director) / CFO had been obtained in accordance with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of this report as Annexure-VI.

38. DEMATERIALIZATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK

EXCHANGES

As per the Securities and Exchange Board of India (SEBI) directives, the transactions of the Companys shares must be compulsorily in dematerialized form. Your Company had entered into agreements with National Securities Depository Ltd. and Central Depository Services (India) Ltd. to facilitate holding and trading of shares in electronic form. Shareholders holding shares in physical form are requested to convert their holding into dematerialized form. Shareholders may utilize the nomination facility available by sending duly filled form prescribed to our Registrar and Share Transfer Agent, M/s. MCS Share Transfer Agent Ltd. Your Companys equity shares are listed with Bombay Stock Exchange Ltd. (BSE).

39. SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of the Company. To approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned within two weeks. All request for dematerialization of shares is processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd. (CDSL) within 15 days.

40. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the company informed the members that:

A. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed alongwith 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

41. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IndAS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (IndAS) specified under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE

TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

44. CAUTIONARY NOTE

The statements forming part of the Boards Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

45. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

		For and on behalf of the Board
		JUSTRIDE ENTERPRISES LIMITED
	SUKRITI GARG	BHAWANA GUPTA
	DIN : 09585946	DIN : 10101543
	WHOLE TIME DIRECTOR	WHOLE TIME DIRECTOR
PLACE : DELHI
DATE : 10.07.2023