Jyotirgamya Enterprises Ltd Directors Report

To,

The Members,

JYOTIRGAMYA ENTERPRISES LIMITED

Your Directors have pleasure in presenting their Annual Report together with the Audited Financial Statements of the Company for the Year ended 31^st March 2023.

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

During the year under review, the revenue of the company from operations is Rs. Nil and it was attributed to an overall slowdown in the economy. The Board of Directors is making all efforts for the better opportunities of the company.

PERFORMANCE REVIEW:

The Company has incurred loss during the financial year ended 31^st March, 2023. Your Directors are making all efforts to improve the performance of the Company in future

SHARE CAPITAL

Company has an Authorized Share Capital of Rs. 2,80,00,000 (Rupees Two Crore eighty lakhs only), divided into 25,50,000 (Twenty Five Lakh Fifty Thousand) Equity Shares of Rs. 10/- each and 2,50,000 (Two Lakh fifty Thousand) Preference Shares of Rs. 10 each. It possesses a combined Paid-up Share Capital of Rs. 2,54,74,000 (Rupees Two Crore Fifty Four Lakh Seventy Four Thousand only), divided into 23,00,000 (Twenty Three Lakh) equity shares of face value of INR 10/- and 2,47,400 (Twenty Three Lakh) Preference Share Capital of face value of INR 10 of the Company. No changes have occurred in the current financial year as compared to the last financial year 2021-22.

CHANGES IN SHARE CAPITAL, IF ANY

There has been no Change in the Share Capital of the Company during the financial year under review.

1. Buy Back of securities: The Company has not bought back its shares /securities during the year under review.
2. Sweat Equity: No Sweat Equity Shares are issued during the year under review.
3. Bonus Shares: No Bonus Shares were issued during the year under review.
4. Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees

DIVIDEND

Board of Directors of the Company do not recommend any dividend for this financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

CHANGES IN NATURE OF BUSINESS, IF ANY

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

TRANSFER TO GENERAL RESERVE

During the financial Year under review, losses incurred by the company were adjusted with the Revenue and Surplus account.

EMPLOYEE STOCK OPTION SCHEME

The Company has not provided any Employee Stock Option Scheme to its employees. The Company has not issued equity share with differential rights as to dividend, voting or otherwise.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

CHANGES IN THE NATURE OF BUSINESS:

During the Financial Year 2022-23, there had been no change in the nature of the business of the Company.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return for the year ended March 31, 2023, as prescribed in Section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company on the following link: www.jelglobe.com.

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to the Company or to the Central Government.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTIONS & SWEAT EQUITY SHARES.

The Company has not issued any equity shares with differential voting rights or employee stock options or sweat equity shares.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. THE CURRENT COMPOSITION OF BOARD OF DIRECTORS AS ON DATE IS AS FOLLOWS:

As on 31st March, 2023, the Board of your Company consists of Eight Directors as follows:

S. No.	DIN Number	Name of Directors	Appointment of Directors	Designation
1	06624897	SAHIL MINHAJ KHAN	08/05/2018	Managing Director
2	05123850	SAEED URREHMAN	14/08/2019	Managing Director
3	08257530	KRISHNA VEER SINGH	16/10/2018	Independent Director
4	08146148	SAMINA AHMAD	30/05/2018	Executive Director
5	06624899	TALAT KAMAL	08/05/2018	Executive Director
6	08539861	REKHA PAWAR	19/08/2019	Independent Director
7	07982681	MIRZA AZAMALI BEG	06/11/2017	Independent Director
8	06934142	DHEERAJ PARASHAR	06/11/2017	Independent Director

All the Directors are having vast knowledge and experience in their relevant fields and the Company had benefitted immensely by their presence in the Board.

2. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in Board of Directors.

3. RETIRE BY ROTATION

In terms of the provisions of Section 152 of the Companies Act, 2013, Ms. Samina Ahmad (DIN: 08146148), is liable to retire by rotation at the Annual General Meeting of the Company and on being eligible offers herself for re-appointment as Director of the Company.

4. APPOINTMENT

During the year under review, No Director had been appointed onto the Board of your Company.

5. BOARDS INDEPENDENCE

The definition of ‘Independence of Directors is derived from Section 149(6) of the Companies Act, 2013. A declaration has been received from the following Non-Executive Directors confirming their Independence in terms of Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013:-

1. Mr. Dheeraj Parashar (DIN: 06934142)
2. Mr. Mirza Azamali Beg (DIN: 07982681)
3. Mr. Krishna Veer Singh (DIN: 08257530)
4. Ms. Rekha Pawar (DIN: 08539861)

1. BOARD MEETINGS

The Board of Directors of the Company met 5 times during the financial year i.e. from April 1, 2022 to March 31, 2023. The necessary quorum was present for all the Board Meetings. The maximum time gap between any of two consecutive meetings did not exceed one hundred and twenty days.

The notice and detailed agenda and other material information are sent in advance to enable the Board to discharge its responsibilities effectively and take informed decisions.

DATE OF MEETING.	BOARD STRENGTH	NO. OF DIRECTORS PRESENT
April 12, 2022	8	8
May 14, 2022	8	5
August 08, 2022	8	5
November 14, 2022	8	5
February 14, 2023	8	5

ATTENDANCE OF DIRECTORS IN THE BOARD MEETING

Name of Director	No. of Meeting Attended
Saeed Ur Rehman	5
Sahil Minhaj Khan	5
Talat Kamal	5
Samina Ahmad	5
Dheeraj Parashar	1
Mirza Azamali Beg	1
Krishna Veer Singh	1
Rekha Pawar	5

2. BOARD COMMITTEES

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the various committees. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. The Minutes of the Committee Meetings are sent to all Directors and tabled at the Board Meetings.

Currently, the Board has following committees:

• Audit Committee;
• Nomination & Remuneration Committee;
• Stakeholder Relationship Committee;

1. AUDIT COMMITTEE

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulation. The Committee comprises of members who possess financial and accounting expertise/exposure.

1. COMPOSITION

The Committees composition is in compliance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

The Audit Committee comprises of the following 3 Directors:

Name of the Director	Position & Category
Mr. Mirza Azamali Beg	Chairman, Independent Directors
Mr. Krishna Veer Singh	Member, Independent Directors
Mr. Sahil Minhaj Khan	Member, Executive Director

2. MEETINGS & ATTENDANCE OF DIRECTORS

The Audit Committee met Four times during the Financial Year 2022-23 on April 15, 2022, July 27, 2022, November 09, 2022 and February 11, 2023. The necessary quorum was present for all Meetings. The details of attendance of the members of the Committee at the said meetings are as below:

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was not more than one hundred and twenty days.

1. NOMINATION & REMUNERATION COMMITTEE (N&R COMMITTEE)

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the Listing Regulation.

(i) COMPOSITION

The Committees composition is in compliance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The Nomination & Remuneration Committee comprises of the following 3 Directors:

Name of the Director	Position & Category
Mr. Dheeraj Parashar	Chairman, Independent Directors
Mr. Mirza Azamali Beg	Member, Independent Directors
Mr. Krishna Veer Singh	Member, Independent Directors

ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Nomination & Remuneration Committee met four times during the Financial Year 2022-23. The necessary quorum was present for all Meetings. The details of attendance of the members of the Committee at the said meetings are as below:

Name of the Director	Number of Meetings Held during the ye	Number of Meetings Attended
Mr. Dheeraj Parashar	4	4
Mr. Mirza Azamali Beg	4	4
Mr. Krishna Veer Singh	4	4

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum

limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was not more than one hundred and twenty days.

2. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the Listing Regulation.

(i) COMPOSITION

The Committees composition is in compliance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The Stakeholder Relationship Committee comprises of the following 3 Directors:

ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Stakeholder Relationship Committee met four times during the Financial Year 2022-23 on April 07, 2022, July 09, 2022, October 09, 2022 and January 11, 2023. The necessary quorum was present for all Meetings. The details of attendance of the members of the Committee at the said meetings are as below:

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was not more than one hundred and twenty days.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the provisions of Section 186 of the Companies Act, 2013, details regarding Loans, Guarantees and Investments are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTION

Your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions. All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes which have occurred between the end of financial year till the date of this report, affecting the financial position of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013

Conservation of Energy: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Technology absorption: The Company has not imported any technology. Hence, the particulars with respect to efforts made towards technology absorption and benefits derived etc. are not applicab le to the Company.

Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

POLICIES OF THE COMPANY

Your Company has posted the following documents on its website:

1. Code of Conduct and Ethics
2. Vigils Mechanism Policy
3. Risk Management Policy
4. Policy on criteria for determining Materiality of events or information.
5. Preservation of Documents & Archival Policy.
6. Familiarization programme for Independent Director.
7. Policy on Board Diversity
8. Related Party Transaction Policy.
9. Code of practices & procedures for fair disclosure of price sensitive information

VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called ‘Vigil Mechanism (Whistle Blower Policy) for Directors, employees and Stakeholders of the Company to report to the appropriate authorities about unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism.

The Whistle Blower can directly approach the Chairperson of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct in exceptional circumstances.

RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance the Companys competitive advantage. This risk framework thus helps in managing market, credit

and operations risks and quantifies exposure and potential impact at a Company level.

REMUNERATION POLICY

The Board, on recommendation of the NRC, has framed a remuneration policy. The policy, inter alia, provides (a) the criteria for determining qualifications, positive attributes and independence of directors and (b) policy on remuneration of directors, key managerial personnel and other employees. The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

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.

INTERNAL CONTROL SYSTEM

The Company has an internal control system commensurate with the scale, size and the operation of the organization. It evaluates the adequacy of all internal controls and processes, and ensures strict adherence to clearly laid down processes and procedures as well as to the prescribed regulatory and legal framework.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in terms of the provisions of Section 73 of the Companies act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2020-21.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s. Amit Agarwal & Co. (Firm Registration No.- 008359C) appointed as the Statutory Auditors of the company.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the valuation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

AUDITORS REPORT

Report of the Statutory Auditors on Annual Financial Statements along with schedules and notes to accounts thereto, for the year ended on 31^st March, 2023 is self-explanatory and contains no adverse remark and do not call for any comments.

EXPLANATION TO AUDITORS REMARKS

The comments on the Auditors Report are self-explanatory, thus, no explanation is required to be given.

INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference to the financial statements,

some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.

Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, there was no internal auditor appointed by the company for the FY-2022-2023.

Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements) Regulations, 2015, the provisions of Chapter IV of the said Listing Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27and clauses

(b) to (i) of sub 23 regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not be mandatory, for the time being, in respect of the following class of companies:

• The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year.
• Listed entity which has listed its specified securities on the SME Exchange.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder M/s Srishti Singh & Associates Practicing Company Secretaries was appointed to conduct the secretarial audit for the financial year 2022-23. The Secretarial Audit Report in MR-3, submitted by the Secretarial Auditor for the FY 2022-2023 is annexed to Directors Report.

BOARDS RESPONSES TO OBSERVATIONS/QUALIFICATIONS IN SECRETARIAL AUDIT REPORT

The Boards responses to the qualifications and other observations are as follows:

The Secretarial Auditors have submitted their report in form No. MR-3 and qualified their opinion/observations in respect of the Secretarial Audit conducted for the financial year 2022-2023 and the Boards responses are given

w.r.t. qualification/ observation as follows:

Due to lack of financial sources, the Company was unable to proceed with Compliances w.r.t. Stock exchange and other authorities. However, the management ensures to do all the compliance in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretarial of India and approved by the Central Government.

PARTICULARS OF EMPLOYEES

1. The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed to this Report.
2. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary.

3. There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more, or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has set up Committee for safety of women employees at workplace. During the year Company has not received any complaint of harassment.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under Regulation 34 read with Part B of Schedule V of SEBI (LODR) Regulations, 2015, the details pertaining to Internal Financial Control systems and their adequacy have been disclosed in the Management Discussion and Analysis Report forming part of this Annual Report.

COST AUDIT

Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since the turnover of the Company is less than the limit prescribed.

LISTING

The equity shares of the Company are listed with Bombay Stock Exchange with Scrip Code No. 539246.

SUSPENSION OF TRADING IN SHARES OF THE COMPANY

The Equity Shares of your Company are presently listed on Bombay Stock Exchange (BSE). The Company is suspended from trading in the shares of the Company on BSE due to non- compliance with the provision of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and your directors are taking necessary steps for complying with the procedure and all extant norms prescribed for revocation of suspension.

THE CORPORATE SOCIAL RESPONSIBILITY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the Companies Act, 2013 along with Rules made thereunder are not applicable to our Company and therefore, neither the CSR Committee nor the CSR Policy are required to be framed by the Company.

GREEN INITIATIVES

Electronic copies of the Annual Report 2022-23 and the Notice of the AGM are sent to all members whose email addresses are registered with the Company / depository participants. For members who have not registered their email addresses, physical copies are sent in the permitted mode.

BUSINESS RESPONSIBILITY REPORT

SEBI has mandated the top 100 listed entities, based on market capitalization, to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective. Accordingly, this circular is not applicable to our company.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

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

As Company has not done any one time settlement during the year under review hence no disclosure is required.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the Company confirm the following:

• that in the preparation of the annual financial statements for the year ended March 31, 2023 the applicable accounting standards have been followed and no material departures have been made;

• that appropriate accounting policies and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs as at March 31, 2023 and of the profits of the Company for the Financial year ended March 31, 2023;

• that proper and sufficient care 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 have been made; and

• that the Annual Financial Statements have been prepared on going concern basis;

• that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• that they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effective.

ACKNOWLEDGEMENT

Your directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment and the trust reposed on them and also acknowledge with gratitude the excellent cooperation extended by Bankers and Vendors and look forward to their support in all future endeavor.

By the order of the Board

For JYOTIRGAMYA ENTERPRISES LIMITED

Date: 06.03.2024

Place: New Delhi

SAHIL MINHAJ KHAN SAEED UR REHMAN

Managing Director Managing Director

DIN: 06624897 05123850