TO THE MEMBERS
Your Directors present the Annual Report and audited Financial
Statements for the year ended 31st March, 2022.
1. FINANCIAL RESULTS
Particulars |
2021-22 |
2020-21 |
2021-22 |
2020-21 |
|
(Rs./Lacs) |
(Rs./Lacs) |
(Rs./Lacs) |
(Rs./Lacs) |
Revenue from operations |
15.40 |
30.80 |
1,070.15 |
30.80 |
Other Income |
430.50 |
2,128.87 |
412.74 |
2,128.87 |
Profit/(Loss) before Depreciation & Tax |
11.95 |
1,636.25 |
1,913.67 |
2,612.55 |
Depreciation |
18.09 |
10.44 |
18.11 |
10.44 |
Profit/(Loss) before Tax |
(6.14) |
1,625.81 |
1,895.56 |
2,602.11 |
Tax Expenses |
- |
- |
(64.50) |
- |
Exceptional Items |
(73.00) |
- |
(73.00) |
- |
Profit/(Loss) After Tax for the Year |
(79.14) |
1,625.81 |
1,758.06 |
2,602.11 |
Add : Balance of retained earnings at the
beginning of the year |
7687.51 |
4,487.26 |
2,744.41 |
141.78 |
Add : Ind - AS Adjustment |
371.05 |
1,001.14 |
- |
- |
Balance at the end of year carried forward |
7979.42 |
7,114.21 |
4,502.47 |
2,743.89 |
2. OVERALL PERFORMANCE
During the financial year 2021-22 subsidiary Company (joint venture),
Neumesh Labs Private Limited entered into business of trading 3D printing software and
achieved a remarkable turnover. Revenue from Operations for the FY21-22 stood at Rs
1054.75 Lacs and Net Profit for the Year was Rs 182.26 Lacs. The Center of Excellence(COE)
for Hi-Tech manufacturing established in Bengaluru, has become operational from March 30,
2022. This will help Neumesh Labs to prototype various parts and new developments in
collaboration with different agencies and consulting on digital manufacturing. Further,
Nebula3D Services Private Limited (Associate of Jaykay Enterprises Limited) have been
successful in significantly reducing the losses and the Company has a positive outlook for
future. The revenue from operations for the FY21-22 stood at Rs 264.48 Lacs as against Rs
289.93 Lacs.for previous year. Besides, the Company Jaykay Enterprises Limited also earned
income from interest, rent and dividend.
3. CURRENT DEVELOPMENT
Subsequent to the close of financial year 2021-22, Jaykay Enterprises
Limited acquired 99% stake in Bangalore based partnership firm M/s. Silvergrey Engineers,
which is involved in production of hi-tech defence parts and equipment for HAL, ISRO, TATA
Advanced Systems, BHEL, DRDO etc. The partnership firm owns a small machining unit at
Bangalore and have invested in more machines in the month of May, 2022 to facilitate
production. The Company is hopefull of the positive future outlook for the aforesaid firm.
Your Company diversified into Real Estate activities and will move
forward by developing its own Land Bank or through Joint Venture, Joint Development Model,
Development Model (DM) acting as Project Management Consultant, Real Estate Management and
other allied activities. Further, The Company altered the Object Clause of the Company to
include objects relating to development of products and services in the areas of
engineering products across various industry verticals, software designing and
development, manufacturing of parts and accessories used in defence and aerospace sector,
space technology equipments, to deal in metals, alloys, metal products and other allied
products.
Your Company got itself registered with Ministry of Micro, Small and
Medium Enterprises (MSME)
The Company transferred 578161 equity shares in Shares Suspense Account
4. SUBSIDIARY COMPANY/ASSOCIATE COMPANY CONSOLIDATED FINANCIAL
STATEMENTS
The Company has one subsidiary named Neumesh Labs Private Limited and
one Associates Company, namely Nebula3D Services Private Limited, as on 31st March, 2022
in terms of Rule 6 of the Companies (Accounts) Rules, 2014. J. K. Cotton Limited ceased to
be an associate w.e.f 07.02.2022) andThe statement as required under Section 129 of the
Companies Act, 2013 in respect of Associates Company are annexed and forms an integral
part of this report. Consolidated Financial Statements have been prepared in accordance
with Indian Accounting Standard 28 ( Ind AS-28 ) Investments in Associates
issued by The Institute of Chartered Accountants of India (ICAI) form part of the Annual
Report and Accounts.
5. DIVIDEND
Your Directors have not recommended any dividend for the year under
reporting.
6. SHARE CAPITAL
The paid-up Equity Share Capital as at March 31, 2022 stood at Rs.
4,75,92,252/- During the year under review, the Company allotted 40,87,500 equity shares
pursuant to conversion of 40,87,500 Fully Convertible Warrants (Warrants),
issued on February 18, 2021 at an issue price of Rs. 10/- each, by way of Preferential
Allotment made by the Company to the following persons belonging to Promoter and
Promoter group? in the year 2020-2021:-
S.No. Name of Allottees |
No of Equity Shares |
No. of Warrants |
No. of Warrants left after
conversion |
1. Shri Abhishek Singhania |
30,00,000 |
41,00,000 |
22,50,000 |
2. M/s J K Traders Ltd |
33,70,000 |
49,19,000 |
26,81,500 |
After the end of financial year ending on March 31, 2022, the Board of
Directors of the Company in its meeting held on April 12, 2022, have approved the
preferential issue of 59,89,330 Fully Convertible Warrants (Warrants) of face
value Rs. 1/- (Rupees One Only) each, aggregating up to Rs 38,93,06,450 at an issue price
of Rs. 65/- per warrant, to the below mentioned persons belonging to the Promoter &
Promoter Group:
S.No. Name of Allottees |
Category |
No. of Warrants |
1. Shri Abhishek Singhania |
Promoter |
49,05,940 |
2. Pioneer Projects Limited |
Promoter Group |
10,83,390 |
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE
COMPANY
Details of Investments covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the Notes to the Financial Statements. For Further
details please refer to item No 8 of the Notice calling Annual General Meeting of the
Company for the Financial Year ending 31st March, 2022.
8. PERSONNEL
No employee drawn remuneration in excess of the limits as specified
under the amended provisions of Section 134 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 throughout or
part of the financial year under review. None of the employee is a relative of any
Director of the Company. None of the employee hold (by himself or along with his spouse
and dependent children) more than two percent of the equity shares of the Company. 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 and Directors is furnished hereunder:
S. No Name |
Designation |
Remuneration paid |
Increase (Decrease) in
Remunera- tion from previous year |
Ratio/time per Median of
employee remuneration |
|
|
2021-22 |
2020-21 |
|
|
1 Shri Ashok Gupta |
Managing Director (KMP)/Non-executive Non- Independent
Director |
6,00,000 |
27,77,443 |
(- 21,77,443) |
5.24 |
2 Shri Prabhat Kumar Mishra ** |
Chief Financial Officer & Company Secretary (KMP) |
23,97,214 |
23,94,696 |
2,518 |
4.52 |
3 Shri Abhishek Pandey |
Company Secretary (KMP) |
3,40,779 |
- |
- |
|
* On June 29, 2021, Shri Ashok Gupta was redesignated as Non-Executive
Non-Independent Director of the Company from Managing Diretor and on February 24, 2022,
Mr. Gupta resigned from the office of the Director of the Company.
** Shri Prabhat Kumar Mishra, resigned from the office of the
Chief Financial Officer (CFO) and Company Secretary and Compliance Officer of the Company
due to his personal reason w.e.f. February 10, 2022.
9. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR
COURT(S)/MATTER OF EMPHASIS
No significant or material Order has been passed by the Regulators or
Courts or Tribunals which impact the going concern status of the Company in future.
Note on land at Rishra, District Hooghly, Kolkata
In and around May, 2021 a demand was raised upon the company by Rishra
Municipality to pay the outstanding tax in respect of the land. The company in order to
comply with the demand raised by the Municipality and in lieu of practicing good
governance, the company paid the outstanding amount. Thereafter, the company made an
application before the municipality for name change in the mutation record from JK Steel
Ltd. (a division of JK Synthetics Ltd.) to JK Enterprises Ltd. Rishra Municipality
circulated a public notice thereby inviting objections/suggestions from the public at
large. No objections or dispute was raised by any person. Hence, Rishra Municipality after
following due process of law, was pleased to grant mutation in favour of the company.
That while the company was in the possession of the land, there was an
order from the High Court of Calcutta directing the Official Liquidator of Rishra Steel
Ltd. to take charge and custody of the land. The company had filed appeal against the said
order before the Division Bench, High Court of Calcutta. The High Court during the
pendency of the matter has recorded an observation disputing the ownership of the land in
question. It is pertinent to note that the official liquidator who is claiming the
ownership of the land to be with Rishra Steel Ltd. has wrongly attached the land on the
pretext that the land belongs to Rishra Steel Ltd. without the execution of a conveyance
deed. The aforesaid appeal has been disposed off by the High Court, giving the company
liberty to agitate all the claims before the NCLT, Calcutta. In light of the above and
based on the true facts and circumstances the company has filed an application for
intervention in the Company Petition pending before the Hon?ble NCLT, Kolkata and has
further tendered various notes which are on record before the bench for determining its
ownership rights in view of the title documents and land records.
10. CORPORATE GOVERNANCE
A report on Corporate Governance alongwith the Certificate of Auditors
on its compliance, forms an integral part of this Report.
11. PUBLIC DEPOSITS
Your Company has not invited any deposits from public/shareholders
under Section 73 and 74 of the Companies Act, 2013.
12. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a Whistle Blower Policy to report genuine concerns or
grievances, if any. The Whistle Blower Policy has been posted on the website of the
Company.
13. CONSTITUTION OF COMMITTTEE SEXUAL HARASSMENT AT WORKPLACE:
There were no women employee in the Company during the Financial Year
under reporting. Hence, the provisions relating to Constitution of Internal Compliant
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 are not applicable to the Company during the Financial Year.
14. CORPORATE SOCIAL RESPONSIBILITY
Your Company?s profits, net worth and turnover are far below the
criteria as mentioned in Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014. Hence the CSR provisions were not
applicable to the Company during the F.Y. 2021-22.
15. MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records under sub-section
(1) of Section 148 of the Companies Act, 2013 as its turnover during the Financial Year
under report does not exceeds the threshold limit prescribed under Rule 3 of the Companies
(Cost Records and Audit) Rules, 2014.
16. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and
the policy of the Company on risk management is provided in annexed Corporate Governance
Report. The Risk Management Policy has been posted on the website of the Company.
17. REMUNERATION POLICY
The Board of Directors has, on the recommendation of the Nomination
& Remuneration Committee, framed a policy which lays down a framework concerning
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy also covers criteria for selection and appointment of Board Members and Senior
Management and their remuneration. The Remuneration Policy is stated in the Corporate
Governance Report.
18. RELATED PARTY TRANSACTIONS
All the related party transactions, mentioned in Notes to account to
Balance Sheet, are entered on arm?s length basis and in the ordinary course of
business and are in compliance with the applicable provisions of the Companies Act, 2013
and the Listing Regulations. The Company wants to avail Development Management Services
from J.K. Cotton Limited, a related party for development of its Land situated at SPRC
Kota, Rajasthan-324003 admeasuring approx. 34 acres for which the Company proposes to seek
Shareholders approval in the ensuing Annual General Meeting of the Company. Accordingly,
particulars of contracts or arrangements with related parties as referred to in Section
188(1) of the Companies Act, 2013 are being reported in Form AOC-2 in terms of Section 134
of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
All Related Party Transactions are presented to the Audit Committee and
the Board. The details of the transactions with Related Party are provided in the
Company?s financial statements in accordance with the Accounting Standards.
Omnibus approval is obtained for the transactions which are foreseen
and repetitive in nature. A statement of all related party transactions is presented
before the Audit Committee on a quarterly basis, specifying the nature, value and terms
and conditions of the transactions. The policy on Related Party Transactions as approved
by the Board is uploaded on the Company's website.
19. AUDITORS? REPORT
Your Company prepares its financial statements in compliance with the
requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles
(GAAP) in India. The financial statements have been prepared on historical cost basis. The
estimates and judgments relating to the financial statements are made on a prudent basis,
so as to reflect a true and fair manner, the form and substance of transactions and
reasonably present the Company?s state of affairs, profits and cash flows for the
year ended March 31, 2022
There is no qualification, reservation or adverse remark or disclaimer
made in the Auditor?s Report, needing explanations or comments by the Board. The
Statutory Auditors have not reported any incident of fraud to the Audit Committee in the
financial year under review.
20. INDIAN ACCOUNTING STANDARDS (IND AS) IFRS CONVERGED STANDARDS
Pursuant to the notification, issued by The Ministry of Corporate
Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standard)
Rules, 2015, the Company and its associate have adopted IND AS with effect
from April 01, 2017. The impact of the change on adoption of IND AS has been assessed.
21. INTERNAL CONTROL SYSTEM
INTERNAL CONTROL
The Company?s internal control system is commensurate with its
size, scale and complexities of its operations. An Independent firm of Chartered
Accountants carries out Internal Audit on the random basis to detect flaws in the system.
Internal Audit reports are prepared on the respective areas to create awareness and
corrective actions are taken to rectify them. These reports are reviewed by the Audit
Committee of the Board for follow up action. The Audit Committee of the Board of Directors
also reviews the adequacy and effectiveness of internal control systems and suggests
improvement for strengthening them, from time to time.
INTERNAL FINANCIAL CONTROLS
In accordance with Section 134(5)(e) of the Companies Act, 2013, the
Company has Internal Financial Controls Policy by means of Policies and Procedures which
commensurate with the size & nature of its operations and pertaining to financial
reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is
hereby confirmed that the Internal Financial Controls are adequate with reference to the
financial statements.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL
22.1 The members of the Company have approved the appointment of Shri
Abhishek Singhania (DIN-00087844) as Director of the Company in its meeting held on
September 28, 2021. Further, the Board of Directors has re-designated Shri Abhishek
Singhania (DIN-00087844) as Chairman and Managing Director? of the Company in
its meeting held on April 12, 2022.
Shri Abhishek Singhania belongs to promoter and promoter group of the
Company and a Singhania scion. He was serving as Special Executive in J.K. Cement Ltd.
looking after Corporate Affairs at H.O. level.
22.2 The members of the Company have approved the appointment of Shri
Partho Pratim Kar (DIN-00508567) as an Non-Executive Non-Independent Director of the
Company in its meeting held on September 28, 2021 for a period of three years from
02.02.2021 to 11.02.2024 on such terms and conditions as set out in the Explanatory
Statement annexed to the Notice of the meeting held on September 28, 2021.
Brief profile has already been given with the Notice of the 75th
Annual General Meeting.
Before his regularization as Non-Executive Non-Independent Director of
the Company in the Annual General Meeting of the Company held on September 28, 2021, Mr.
Kar was appointed as an Additional Director of the Company by the Board of Directors with
effect from 12.02.2021. Also, the Company availed the services of Mr. Partho Pratim Kar as
an Management Consultant and appointed him for a period of one year from 1st September,
2018 to 31st August, 2019 at an advisory fee of Rs. 100,000/- per month (Rupees One Lakh)
and the same is further extended by the Company till date as managerial Remuneration under
amended Section 197 read with Schedule V to the Companies Act.
22.3 Shri Kedar Nath Mehrotra (DIN 006749349) has resigned from the
Board of the Company with effect from June 07,2021. 22.4 Shri Ashok Gupta (DIN-00135288)
has resigned from the Board of the Company with effect from February 24, 2022. 22.5 Shri
Krishna Behari Agarwal (DIN-00339934) has resigned from the Board of the Company with
effect from June 15, 2022.
22.6 The Board of Directors of the Company have approved the proposal
for the candidature for appointment of Shri Maneesh Mansingka as Non-Executive
Non-Independent Director of the Company in its meeting held on April 12, 2022. Later, the
members of the Company in the Extra-ordinary General Meeting of the Company held on May
07, 2022, have approved the appointment of Shri Maneesh Mansingka as Non-Executive
Non-Independent Director of the Company.
22.7 Existing Independent Directors viz Shri Ravindra Kumar Tandon has
been appointed in the Annual General Meeting held on August 14, 2019 and Smt Renu Nanda
has been appointed in the Annual General Meeting held on August 11, 2020 as Independent
Directors each for a term upto five years under the Act w.e.f. the date of the aforesaid
AGM(s). All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Listing
Regulations. The independent Directors have complied with Code for Independent Directors
prescribed in Schedule IV to the Act.
22.8 With deep regret, we report the sad demise of our Independent
Director, Mr. Anil Kumar Dalmia, on April 11, 2022. Your Directors would like to place on
record their highest gratitude and appreciation for the guidance given by Mr. Dalmia to
the Board during his tenure as a director.
22.9 The Board of Directors of the Company has accepted the resignation
of Shri Prabhat Kumar Mishra (Membership No.: ACS29900), from the post of Chief Financial
Officer, Company Secretary and Compliance Officer (KMP) of the Company and approved the
appointment of Shri Abhishek Pandey (Membership No.: ACS21958) as the Company Secretary
and Compliance Officer (KMP) of the Company with effect from February 11, 2022, in its
meeting held on February 10, 2022.
22.10The Board of Directors of the Company have approved the
appointment of Shri Sanjay Kumar Jain as the Chief Financial Officer (KMP) of the Company
with effect from May 01, 2022, in its meeting held on April 12, 2022.
22.11Shri Partho Pratim Kar, Non-Independent, Non-Executive Director of
the Company is liable to retire by rotation in the ensuing Annual General Meeting of the
Company and eligible for reappointment.
23. RECLASSIFICATION FROM PERSONS BELONGING PROMOTER GROUP?
AND PAC CATEGORY TO PUBLIC? CATEGORY
Your Company has received letters from M/s Yadu International Limited
dated June 23, 2021, Shri Nidhipati Singhania dated June 24, 2021, Shri Anil Kumar
Agarwal, Shri A.K. Saraogi, Shri Madhavkrishna Singhania, Shri Raghavpat Singhania dated
June 25, 2021, and Smt. Kalpana Singhania dated June 30, 2021 (herein referred to as
Outgoing Promoters) to reclassify their status from Promoter and
Promoter Group Category to Public Category as per Regulation 31A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Company
intimated the request received for reclassification to BSE Limited (Stock
Exchange) on June 24, 2021, June 25, 2021 and June 30, 2021 respectively.
Accordingly on the basis of the rationale and the confirmation provided by them in
accordance with provisions of Regulation 31A of the SEBI (Listing Obligation and
Disclosure Requirement) Regulations. 2015 the Board was of the view that the above
mentioned requests for reclassification/removal of name be accepted and approved by the
Board of Directors of the Company, which shall be subject to the approval Shareholders of
the company and stock exchange and/or such other approval, if any, as may be necessary in
this regard.
On January 11, 2022 the stock exchange granted approval to
re-classification from persons belonging to promoter group and pac category to
Public Category?. The details of re-classification from persons belonging to
promoter group and pac category to Public Category? are as follows:
Particulars |
Outgoing Promoter & Promoter Group |
Promoter & Promoter Group after re-
classification |
Promoter & Promoter Group |
(i) Yadu International Limited |
(i) Gaur Hari Singhania jointly with |
|
(ii) Mr. Nidhipati Singhania |
Vasantlal D. Mehta & Raghubir |
|
(iii) Mr. Raghavpat Singhania |
Prasad Singhania |
|
(iv) Mr. Madhavkrishna Singhania |
(ii) Sushila Devi Singhania |
|
(v) Mr. A.K. Saorogi, and |
(iii) Kalpana Singhania |
|
(vi) Mr. Anil Kumar Agarwal |
(iv) Kavita Y Singhania |
|
|
(v) Manorama Devi Singhania |
|
|
(vi) Abhishek Singhania |
|
|
(vii) J. K. Traders Limited |
|
|
(viii) G.H. Securities Private Limited |
|
|
(ix) Yadu Securities Private Limited |
|
|
(x) Satish Kumar Agarwal |
|
|
(xi) Ramapati Singhania |
24. KEY MANAGERIAL PERSONNEL
During the year under reporting, the Company hadfollowing Officials as
Key Managerial Personnel: -
S.No Name of the Official |
Designation |
1 Shri Abhishek Singhania |
Chairman and Managing Director |
2 Shri Sanjay Kumar Jain* |
Chief Financial Officer |
3 Shri Abhishek Pandey** |
Company Secretary |
* Cessation of Shri Prabhat Kumar Mishra from the office of the
Chief Financial Officer due to some personal reasons w.e.f. February 10, 2022
** Appointment of Shri Abhishek Pandey, as Company Secretary and
Compliance Officer of the Company w.e.f. February 11, 2022.
25. MEETINGS OF THE BOARD OF DIRECTORS
During the year 2021-22, four Board Meetings were convened and held,
the details of which are given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 and
Listing Regulations.
26. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out an annual performance evaluation of its Independent
Directors and the Independent Directors also evaluated the performance of Chairman and
other Non-Independent Directors. The Board of Directors expressed their satisfaction with
the evaluation process. The Board of Directors also evaluated the functioning/performance
of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration
Committee, Committee of Directors and expressed satisfaction with their
functioning/performance.
27. DIRECTORS? RESPONSIBILITY STATEMENT
The Directors pursuant to the provisions of Section 134(3)(c) of the
Companies Act, 2013 do hereby confirm that:
(i) In the preparation of the annual accounts, the applicable
Accounting Standards have been followed and that no material departures have been made
from the same; (ii) They have 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 of the Company for that year;
(iii) They have taken proper and sufficient care for 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; (iv) They have prepared the annual accounts on a going concern
basis; (v) The proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively; (vi) That systems to ensure
compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.
28. STATUTORY AUDITOR
At the 71st Annual General Meeting (AGM) of the Company held on 26th
July, 2017, the Members had approved the appointment of M/s Gupta Vaish & Co.,
Chartered Accountants, Kanpur (ICAI Registration No. 005087C), as the Statutory Auditors
of the Company to hold office as Statutory Auditors for a period of five (5) years, till
the conclusion of the 76th AGM to be held in the year 2022. Accordingly, the Board of
Directors on the recommendation of the Audit Committee, considered and recommend the
appointment of M/s P.L. Tandon & Co. Chartered Accountants (ICAI Registration No.
000186C), as Statutory Auditors of the Company for 5 years subject to approval of the
Shareholders in the ensuing Annual General Meeting.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as per Regulation 34 of the
Listing Regulations, for the year under review is presented in a separate section forming
part of the Annual Report for the financial year 202122
30. 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 Banthia & Company, Kanpur, a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.
The Secretarial Audit Report for the Financial Year 2021-22 is annexed herewith as
Annexure - A. There is no secretarial audit qualification for the year under
report.
31. SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standard SS-1
and SS-2 with respect to Board Meetings and General Meetings respectively specified by the
Institute of Company Secretaries of India.
32. STATUTORY INFORMATION
32.1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
As there has been no manufacturing operation during the year, there is
nothing to be reported with regard to conservation of energy and technology absorption.
32.2. ANNUAL RETURN
In terms of Section 92 (3) of the Companies Act, 2013 and Rule 12 of
the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company is placed at the link below
https://www.jaykayenterprises.com/pdf/annualreturn/Annual_Return.pdf.
33. OTHER ITEMS
Update on Land at Jhalawar, Rajasthan
The matter to transfer land situated at Prithvipura, Jhalawar,
Rajasthan admeasuring approx. 34 bighas to M/s Mukundra Vedic Village(MVV) was submitted
along with the copy of resolution on 06/12/2021 to the District Collector, Jhalawar,
Rajasthan. The matter is currently in process.
Closure of Registrar and Share Transfer Agent Activities
The Board of Directors of the Company in its meeting held on 13th
August 2021 decided to permanently close its Registrar and Share Transfer Agent activities
subject to completion of the necessary formalities in accordance with the SEBI (Registrars
to an Issue and Share Transfer Agents) Regulatrions, 1993. Further, the Company appointed
Alankit Assignments Limited as new RTA of the Company.
34. ACKNOWLEDGEMENTS
Your Directors wishes to thank the employees for their dedication and
hard work. Your Directors also wishes to thank the Shareholders/ Stakeholders.
FOR AND ON BEHALF OF THE BOARD |
|
Sd/- |
Sd/- |
Shri Abhishek Singhania |
Shri Partho Pratim Kar |
Chairman & Managing Director |
Director |
DIN- 00087844 |
DIN- 00508567 |
Place |
: Kanpur |
Dated |
: August 10, 2022 |
|