As on: Apr 20, 2024 06:46 PM
Dear Members
Your Directors present the 28th Annual Report together with the Audited Statements of Account for the financial year ended March 31, 2022.
1. FINANCIAL RESULTS.
During the year under review the Company has achieved the following financial results:
2. STATE OF COMPANY'S AFFAIRS.
During the year under review the Turnover of your Company has increased compared to previous year. Turnover has Increased from Rs. 229.43 lac to 543.93 lac. During the year Company has incurred net profit of Rs. 29.91 lac as compared to profits of Rs. 24.27 lac in the FY 2020-21.
For the financial year 2021-22, the Company has faced the impact of recession but the turnover has increased, the company has taken steps to cut down its operational and administrative costs and tried to mitigate the expenses. At the beginning part of the financial year, COVID-19 has also impacted the business of the Company. Board is of the opinion that in the upcoming financial year, Company will be able to enhance its revenue.
3. DIVIDEND & RESERVES.
Since the Company has recorded a net profit of Rs. 29,91,609/- during the year and your Directors did not propose any dividends for the Financial Year ending 31st March 2022.
4. SHARE CAPITAL.
a. Authorised capital
During the year under review, the Authorised capital of the company has not increased or decreased
b. Issue / allotment of shares
Your Company has not issued/allotted any shares during the year ended 31st March, 2022.
c. Other information
The Company has neither issued shares with differential voting rights nor granted any Stock options or sweat equity shares.
5. EXTRACT OF ANNUAL RETURN.
The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014. The extract of the Annual return shall be placed in the web address of the company i.e http://resorts.jainfarms.com/
6. COMPOSITION OF BOARD OF DIRECTORS AND MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2021-22, 6 (Six) meetings of the Board were held on 07-APRIL-2021, 30-JUNE- 2021, 13-AUGUST-2021, 03-SEPTEMBER-2021, 15-NOVEMBER-2021 and 14-FEBRUARY-2022
7. DIRECTORS and KMP.
There were changes in composition of Board of Directors during the year.
a) Ms GUNJAN KAUR DUGGAL, Company Secretary Appointed with effect from 14/02/2022.
8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS.
The Company has received necessary declaration from MR. MAHAVEER CHAND SETHIA who is Independent Director, under Section 149(7) of the Companies Act, 2013, that he meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations 2015. (Annexure -V)
9. DEPOSITS.
The Company has not accepted fixed deposits from the public and shareholders within the meaning of Section 73(1) of the Companies Act, 2013 and Rules made there under, during the year under review.
10. DIRECTORS RESPONSIBILITY STATEMENT.
As required under section 134(3)(c) of the Companies Act, 2013, your Directors state that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.
b. the Directors 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 March 31, 2022 and its profit for the year ended on that date;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. The Directors have prepared the annual accounts on a 'going concern' basis.
e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY.
During the year under review the Company has not given any loan, guarantee or made any investment covered under the provisions of Section 186 of the Companies Act, 2013.
12. RELATED PARTY TRANSACTIONS.
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto shall be disclosed in Form No. AOC -2 ANNEXURE I is annexed herein. (Format annexed)
All Related Party Transactions are placed before the Audit Committee and also to the Board for approval.
13. RISK MANAGEMENT.
The Company has in place Risk Management system according to which the Board of Directors of the Company periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.
14. CORPORATE SOCIAL RESPONSIBILITY.
No disclosures on Corporate Social Responsibility are required as provision under Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to the Company.
15. VIGIL MECHANISM.
Your Company is committed to highest ethical and legal standards. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the Listing Regulations.
16. AUDITORS.
a) Statutory Auditors:
The Company had appointed M/s. Safal Gupta & Associate., Chartered Accountants, Bangalore as Statutory Auditors of the Company for carrying out the Statutory Audit of the Company for the Term of 5 years commencing from the conclusion of 23rd Annual General Meeting to the conclusion of 28th Annual General Meeting of the Company (from Financial Year 2017-18 to 2021-22).
The present term of the Statutory Auditors will be completed on the conclusion of 28th Annual General Meeting of the Company scheduled to be held on September 30, 2022. The Board of Directors at their meeting held on September 03, 2022 has decided to appoint RASHI AGARWAL AND ASSOCIATES Chartered Accountants, Bangalore for the term of five consecutive years commencing from conclusion of 28th Annual General Meeting to the conclusion of 33rd Annual General Meeting of the Company (from Financial Year 2022-23 to 2026-27) subject to the Shareholders approval at ensuing Annual General Meeting.
The Company has received a certificate from them to the effect that their appointment as Statutory Auditors of the Company, would be within the limit prescribed u/s 139 & 141 of the Companies Act, 2013.
There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed there under, either to the Company or to the Central Government.
The notes on accounts referred to and the Auditors' Report are self-explanatory and therefore do not call for any explanatory note.
b) 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 VB & Associates, represented by its Proprietor Ms. Parul Dwivedi, a firm of Company Secretaries in Practice (CP No. 20933), to undertake the Secretarial Audit of the Company for the F.Y. 2021-22. The Secretarial Audit Report for F.Y. 2021-22 is annexed herewith as "Annexure H".
17. INTERNAL AUDITORS
Company has Internal Auditors under section 138 of the Companies Act, 2013 for the financial year 202122.
18. AUDITOR'S REPORT
a) Statutory Auditor's report contains following auditor's qualifications. Statutory Audit report is enclosed separately to this report.
i) The balances held under Sundry Debtors are subject to confirmation, reconciliation and adjustments, if any. The effect of the aforesaid adjustments on the financial statements is not ascertainable as the relevant information is not in possession with the company.
ii) In our opinion the company is not created the Provision for Gratuity payable as per the requirements of Accounting Standard -15: Employees Benefits which requires the provision to be created on basis of an Actuarial Valuation. The Company has not followed the same hence we cannot justify the provision created.
Board's reply
i) The reconciliation exercise has been taken up with sundry debtors to obtain the desired information.
ii) The Company has created the provision for gratuity in the books, but it has not availed any Actuary report for the same as prescribed by AS-15. The Board of Directors would ensure that from next financial year onwards, provision for gratuity would be passed on the basis of Actuarial valuation.
b) The report of Secretarial Auditor contains following qualifications, and their report is annexed herewith to this report as "Annexure II".
i) That the Company had not filed its Annual Return for the financial years 2018-19 and 201920, 2020-21.
ii) Company maintained its Members' register, it is not properly updated and there exists a mismatch with List of shareholders filed by the Company in the previous Annual Returns under section 92 of the Companies Act and submissions and Disclosure made to the Stock Exchanges under Regulation 31 of SEBI (LODR) Regulation 2015.
Board's Reply
Relating to filing annual return of for the 2018-19, 2019-20 and 2020-21- Company has migrated from the closed Madras Stock Exchange and not received the complete list of shareholders as on the date of migration. Due to this Company is not in position to finalise its shareholders list. Due to this annual return for the 2018-19, 2019-20 and 2020-21 is not yet filed with the Registrar of Companies.
Relating to maintain its Members' register - Board is working on updating the list of shareholders. The challenge faced is most of the shareholders are holding shares in physical format and most of the shareholders are not updating their contact details and they are not coming up for demat of shares. Due to this company not having full details of distinctive number and other details requested by Stock exchange. Board is constantly making all its efforts to regularize this. During the year Board will make sure, complete list of shareholders will be provided to stock exchange.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATIORS OR COURTS OR TRIBUNALS.
There are no significant and material orders passed by the Regulators/Courts/ Tribunals that would impact the going concern status of the Company and its future operations.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.
The Company's internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Act. The Company's internal financial controls framework is based on the 'three lines of defense model'. The Company has laid down standard operating procedures and policies to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company. The board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2020-21.
21. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The health and safety of the workforce is of paramount importance. The Company aims to provide a workplace that is free from any occupational hazards or illness.
During the year under review the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
22. MATERIAL CHANGES:
There were no material changes took place after closure of the financials of the Company.
23. LISTING STATUS
With effect from 16.07.2018 company is been listed at Metropolitan Stock Exchange of India Limited.
24. STATUTORY INFORMATION
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is NIL.
There were no employees employed throughout the year who were in receipt of remuneration of ^ 60 Lakhs per annum or more. There were no employees employed for part of the year who were in receipt of remuneration of ^ 5 Lakhs per month or more.
The information required under Section 197(12) of the Companies Act, 2013 is not applicable.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO.
The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2022 is given here below and forms part of the Director's Report
a. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORBTION.
There are no items to disclose under this head. However, the Company develops its own technology in house for new products, process development and cost reduction and it has systems to absorb the technology developed.
b. FOREIGN EXCHANGE EARNING AND OUTGO
During the year under review Foreign Exchange earnings and Foreign Exchange outgo was Nil.
26. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES.
As on date the Company does not have any subsidiary, joint venture or associate Company.
27. CORPORATE GOVERNANCE
The Company has taken adequate steps to adhere to all the stipulations laid down under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance included as a part of this Annual Report is given in Annexure-VII.
Certificate from the Practicing Company Secretary of the company confirming the compliance with the conditions of Corporate Governance as stipulated under the SME Listing Agreement and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Annual Report.
28. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2021-2022.
The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.
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 and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") 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. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-Independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
29. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:
Pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the employees receiving remuneration more than ^ 1,02,00,000/-(Rupees One Crore Two Lakhs only) per annum and/or ^ 8,50,000/-(Rupees Eight Lakhs Fifty Thousand)per month, is not applicable to your Company.
There were no employees posted and working in a country outside India, not being directors or relatives, drawing more than the amount prescribed under the Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014. Hence, the details are not required to be circulated to the Members and also not required to be attached to this Annual Report.
30. MANAGEMENT DISCUSSSION AND ANALYSIS REPORT.
The Management Discussion and Analysis Report is given as an Annexure VI which forms part of this report.
31. SECRETARIAL STANDARDS.
During the year under review, the Company was in compliance with the Secretarial Standards. i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively.
32. SHAREHOLDING STATUS
Consequent to the listing of the Company, Company has to share the list of shareholders along with their distinctive number and share certificate number and other details requested by stock exchange. Board of Directors has taken necessary steps to update the list of shareholders. But till date most of the shareholders' shares are in physical format and constant efforts are made to reach out shareholders to get their physical shares into demat. Along with a notice calling AGM, a request letter addressed to all shareholders will be dispatched, requesting them for getting their physical shares converted into demat and update their contact details with the Company.
33. ACKNOWLEDGEMENTS:
Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and workers of the Company.