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EQUITY - MARKET SCREENER

Joindre Capital Services Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
531861
INE024B01010
50.1445087
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
6.24
39.31
EPS(TTM)
Face Value()
Div & Yield %
4.55
10
4.4
 

As on: Aug 14, 2022 10:13 PM

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members,

The Board of Directors are pleased to present herewith the Twenty-sixth Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2021. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars Year Ended 31st March, 2021 Year Ended 31st March, 2020
Gross Total Income 2818.37 2085.94
Expenditure 2299.39 1883.49
Finance Cost 36.84 28.16
Gross Profit ( Loss ) 482.14 174.29
Depreciation 16.11 13.90
Profit/(Loss) Before Tax 466.03 160.39
Tax Expenses
Current 106.50 13.50
MAT credit entitlement 20.05 28.25
Deferred 4.97 0.06
Provision for Earlier Year 3.22 (0.04)
Profit (Loss) for the Tax 331.29 118.62
Other Comprehensive Income 197.08 (48.82)
Total Comprehensive Income for the year 528.37 69.80
Balance B/f from Last Year 4600.39 4655.49
Appropriations:
Final Dividend paid (83.02) (103.77)
Tax on Equity Dividend - (21.13)
Balance c/f to the Balance Sheet 5045.74 4600.39

2. OVERVIEW OF FINANCIAL PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSE Ltd in their Cash and Dreivative segment and National Stock Exchange of India Ltd in their Cash, Derivative, Currency Derivative segment. and providing Capital Market services through the network of branches and authorised persons and remisers.

The Company is also a Depository Participant of Central Depository Services (I) Ltd and providing the depository services to the Clients.

Total Income for the year increased to Rs. 2818.37 lakhs as compared to Rs. 2085.94 lakhs last year. Total profit before tax for the year was Rs.466.03 lakhs as against Rs. 160.39 lakhs last year, the profit after tax was Rs.331.29 lakhs as against Rs. 118.62 lakhs last year and the total comprehensive Income for the year was Rs. 528.37 as against Rs. 69.80 last year.

M/s. Joindre Commodities Ltd., a subsidiary of the Company, is providing services for trading in commodity futures as a members of National Commodity & Derivatives Exchange Limited and Multi Commodity Exchange of India Ltd.

3. PORTFOLIO MANAGER SERVICES

The Company has been offering Portfolio Manager Services (PMS) to it's Clients.

4. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.00 per Equity Share of Rs. 10/- each for the financial year 2020-21 as compared to Rs. 0.60 for the previous year. The total outgo for the year amounts to Rs 138.36 lakhs as compared to Rs. 83.02 lakhs last year.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2021 was Rs. 1383.64 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2021, the Directors of the Company hold the Equity Shares of the Company as follows:

Name of the Director Designation Number of Shares % of Total Capital
Mr. Anil Mutha Chairman 1771000 12.80
Mr. Dinesh Khandelwal Whole Time Director 771600 5.58
Mr. Paras Bathia Whole Time Director 1266850 9.16
Mr. Subhash Agarwal Whole Time Director 565450 4.09
Mr. Sunil Jain Whole Time Director 470160 3.40
Mrs. Jeha Sanjay Shah Independent Director Nil NA
Mr. Sanjay Jain Independent Director 3600 0.03
Mr. Ravi Jain Independent Director Nil NA
Mrs. Sonali Chaudhary Independent Director Nil NA
Mr. Veepin Thokal Independent Director 1000 0.00

6. FINANCE

Cash and cash equivalent as at 31st March, 2021 was Rs. 8594.56 lakhs. The Company continues to focus on judicious management of its Working Capital. Receivables and other Working Capital parameters were kept under strict check through continuous monitoring.

7. 7.1 DEPOSITS

The Company has not accepted deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence the requirement for furnishing details of deposits which are not in compliance with Chapter V of the Act is not applicable. The company has accepted exempted deposit i.e. loan from Bank amounting to 950.05 lakhs as at 31st March, 2021. Form DPT-3-Return of Deposits is being filed with the MCA.

7.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

7.3 TRANSFER TO RESERVES

The Board do not propose to transfer any amount to General Reserve or any other Reserves.

8. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

9. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stock broking through the network of branches and, authorised persons. The Compliance Department ensures that various existing policies regarding registration of clients, risks relating to client level, dealing in penny stocks, exposure limit, brokerage rates, suspending/ closure of client's account etc. are in place in compliance with the Exchange Rules and Regulations so that business risk is minimised and there are no penal action by the Regulatory Authorities. The Company has taken adequate measures to secure interest of the clients. The Trader Terminal provided to the client, offer on line real time data such as ledger balance of stock and funds position etc. Company transfers clients' funds and securities to their designated bank and demat account and all receipt and payment from/ to clients are through account payee cheque only and no cash payment/acceptance is permitted. Your Company's risk management system comprises of prudential norms, timely reporting and stringent controls. The various policies of the company, internal control systems ensures operational efficiency and mitigate risk. Technology is an integral part of the Company's business operations and hence to mitigate the risk to technology failure, your company has taken up steps like use of sophisticated firewalls to protect the IT infrastructure from hacking/data leakage and security breaches, multiple options for internet bandwidth and internet connectivity. The Client level risk in broking operations is managed through system.

Risks Management Committee: Though under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is not mandatory for the Company to constitute Risks Management Committee, however, the Company has formed the Risks Management Committee. In the board meeting there is a formal discussion on identifying risk to the business and how to mitigate the same. The Board periodically reviews the company's financial and risk management policies, systems and framework and ensures that risk is minimised.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the nature of business, size, and scale of its operations. The Company monitors and evaluates the efficacy and adequacy of internal financial control system, its compliance with operating systems, accounting procedures and other policies of the Company. Based on the report of Statutory Auditors as well as periodic internal audit function carried out by a firm of Chartered Accountant, corrective action in the respective areas is taken thereby strengthen the financial controls. The significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board periodically. Also there is a full fledged Compliance Department to ensure statutory compliances.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism through a Whistle Blower Policy for Employees to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report.

12. SUBSIDIARY COMPANY

The Company has one wholly Owned Subsidiary Company, M/s. Joindre Commodities Ltd (JCL).The salient features of financial statement of the Subsidiary, pursuant to the first proviso to sub-section 3 of section 129 of the Companies Act, 2013, read with rule 5 of the Companies (Accounts) Rule 2014, in the Form AOC-1 is given below:

(Rs in Lakhs)

Particulars Joindre Commodities Ltd
1 Reporting Period April 2020 to March 2021
2 Reporting Currency Rupees
3 Country India
4 Exchange Rate NA.
5 Share Capital 75.00
6 Reserves and Surplus 43.90
7 Total Assets 383.95
8 Total Liabilities 383.95
9 Investment other than Investment in subsidiary Nil
10 Turnover 1.19
11 Profit before taxation (6.54)
12 Provision for Taxation 1.70
13 Profit after taxation (4.84)
14 Proposed Dividend Nil

13. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Sunil Jain (DIN 00025926) and Mr. Anil Mutha (DIN 00051924),Whole Time Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax advisory services and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar ('IICA'). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, certain Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank. Those Independent Directors who have to undertake online proficiency self-assessment test will appear for the same.

13.1 PERFORMANCE EVALUATION OF BOARD AND ITS' COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13.2 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13.3 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of Board Meetings and various Committee Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13.4 FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of the Company, its management and provides overall capital market perspective and the issues faced by the market. The details of familiarization programme is explained in the Corporate Governance Report and are also available on the Company's website under the head Investor Relations

13.5 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed both under Companies Act and Sebi (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13.6 KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 framed thereunder:

1. Mr. Anil Mutha - Chairman/Whole-time Director

2. Mr. Dinesh Khandelwal - Whole-time Director

3. Mr. Paras Bathia - Whole-time Director

4. Mr. Subhash Agarwal - Whole-time Director

5. Mr. Sunil Jain - Whole-time Director

6. Mr. Vijay Pednekar - Company Secretary

7. Mr. Pramod Surana - Chief Financial Officer

None of the Key Managerial Personnel has resigned during the year under review.

None of the Directors have attained the age of 75 years.

14. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2021, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2021 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions i.e. transactions exceeding ten per cent of annual consolidated turnover as per the last audited financial statements were entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are at arms' length and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The policy ensures that proper reporting, approval and disclosure process are in place for all transactions between the Company and the related parties.

16. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect your Company's financial position have occurred between the end of the financial year of your Company i.e. 31st March, 2021 and date of this report i.e. June 29, 2021.

17. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

During the year 2020-21, no Unclaimed/Unpaid Dividend was required to be transferred to Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, as no dividend was declared by the Company during the financial year 2013-14.

18. TRANSFER OF EQUITY SHARES IN RESPECT OF UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the Companies Act read with Investor Education & Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and the Notifications issued by the Ministry of Corporate Affairs from time to time, the Company is required to transfer the shares in respect of which dividends have remained unpaid/ unclaimed for a period of seven (7) consecutive years or more, to the IEPF Account established by the Central Government. Accordingly, during the financial year 2021, your Company has transferred 41,236 Equity Shares of face value of Rs. 10 each in respect of 91 shareholders to the credit of Demat Account of IEPF Authority held with CDSL.

19. 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.

20. AUDITORS

20.1 STATUTORY AUDITORS

The members of the Company at the 24th Annual General Meeting, had appointed M/s S. Rakhecha & Company, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years till the conclusion of 29th Annual General Meeting to be held in the year 2024. The Auditors, have under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder, furnished a certificate of their eligibility and have confirmed their willingness and eligibility to act as statutory auditor of the Company for financial year 2021-22.

The statutory auditors have also furnished a declaration confirming their independence as well as their arm's length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the statutory auditors and the effectiveness of the audit process.

The notes on the financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservations or adverse remark.

20.2 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. .P. P. Shah & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A". The Secretarial Audit Report does not contain any qualification or adverse remarks.

21. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

22. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

23. CORPORATE GOVERNANCE

The Board of Directors affirm their continued commitment to good corporate governance practices. During the year under review, the Company complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Company's Secretarial Auditors, M/s. P. P. Shah & Co., Practicing Company Secretaries confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has been taking all the possible measures to conserve the energy and use and adopt best technology available in the market.

I) Energy Conservation:

In order to conserve the energy the Company has taken the following steps:

a) replacement of old computers and office equipments with power savings devices as and when required.

b) Switching of lights when not required.

c) Minimizing usage of Air conditioners

II) Technology absorption:

The Company has full-fledged IT Department which keeps abreast of technological advancement and try and adopt the same for day to day operations. The Company offers user friendly trading terminals and trading platforms to its clients. The Company has in place Wide Area Networking, high breed lease lines, Risk Management software etc..

III) There is no Foreign Exchange earnings and outgo during the year.

25. ANNUAL RETURN

A copy of Annual Return as provided under Section 92(3) of the Companies Act, 2013, in the prescribed format which will be filed with MCA is available on the Company's website at https://www.joindre.com.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure " B".

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, are not applicable to the Company as no Employee of the Company is in receipt of remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m.

27. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Annual Financial Statements of your Company for the financial year 2020- 21 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditors' Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the subsidiary company in the prescribed Form AOC - 1 are provided at Point 12 of the Boards Report which forms part of the Annual Report. The Financial Statements are also available on the website of the company at www.joindre.com under investors relations section.

28. LISTING OF SHARES

The Company's shares are listed on BSE Ltd., Mumbai and the Company has paid the Listing Fees for the same.

29. WHOLE-TIME DIRECTOR & CFO CERTIFICATION

The Certificate from Mr. Anil Mutha, Mr. Dinesh Khandelwal, Mr. Paras Bathia, Mr. Subhash Agarwal and Mr. Sunil Jain, Whole-Time Director and Mr. Pramod Surana, CFO pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on June 29, 2021. The certificate is attached and form part of this Report.

30. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company Secretaries, have issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI/Ministry of Corporate Affairs or any such statutory Authority. The certificate is attached and form part of this Report.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company Secretaries, has issued Annual Secretarial Compliance Report for the financial year ended 31st March, 2021 pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 which covers a broad check on compliance with the applicable SEBI Regulations and circulars/guidelines issued thereunder on an annual basis. The Report has been filed with BSE Limited. The said report does not contain any qualification or adverse remarks, except observations made in the previous year report, which is stated below:

Observations of the Practicing Company Secretary in the previous- reports Observations made in the secretarial compliance report for the year ended 31st March, 2020 Actions taken by the listed entity, if any Comments of the Practicing Company Secretary on the actions taken by the listed entity
1. Non compliance with the requirements pertaining to the composition of the Board including failure to appoint woman director. Fine of Rs. 5,42,800 (Including 18% GST) for the quarter ended 30thSeptember, 2019. Refer Note 1 below The Company had requested BSE Limited to waive the fine. The same is pending with BSE Limited.
2. Non compliance with the constitution of Nomination and Remuneration Committee Fine of Rs. 2,17,120 + 18% GST for the quarter ended 30th September, 2019. Refer Note 2 below BSE Limited has rejected the request for waiver and imposed the fine of Rs. 2,17,120 + 18% GST for the quarter ended 30th September, 2019. Refer Note 2 below.

Managements' response:

In respect of the Corporate Governance Report for the quarter ended 30-09-2019 filed with BSE Ltd, the Company had received a notice from BSE Ltd stating non-compliance pertaining to certain provision of the SEBI (LODR) Regulations, 2015 for which the Company has made the following submission:

Note 1: The Company has replied to the BSE that at any point of time, the Board of the Company consisted of 5 Whole Time Directors and 5 Non Executive Directors (including one Woman Director), totaling 10 Directors which is optimum combination of Executive and Non Executive Directors in terms of Regulation 17 (1) of SEBI (LODR) Regulations, 2015. Accordingly, the Company had requested BSE Limited to waive the fine. The same is pending with BSE Limited.

Note 2:The Company has replied to the BSE that as per the requirement of regulation 19 (1) (a), the Nomination and Remuneration Committee shall comprise of at least three Directors. As per Regulation 19 (1) (c), at least fifty percent of the Directors shall be independent directors. Further, as per Regulation 19 (2), the Chairman of the Committee is Non Executive Independent Director.

In the instant case, out of the total four members, three members were Non-Executive Independent Directors and one member was an Executive Director. Further, the Chairman of the Committee was Non-Executive Independent Director. The Regulation do not prohibit the appointment Executive Directors as its member (in view of Regulation 19 (2), which provides that chairperson of the listed entity whether executive or non executive may be appointed as a member of the Committee and shall not chair the Committee). In our case, one member who was an Executive Director, had never chaired any Nomination and Remuneration Committee.

Accordingly, the Company had requested BSE Limited to waive the fine. In this regard, BSE vide their email dated 28-09-2020 has informed that the company's representation for waiver of fine was placed before the "Committee for Reviewing Representations for Waiver of Fines levied under Standard Operating Procedure (SOP)". After considering the facts of the case, the written submissions made by the company, the Committee decided that the request for waiver of fines could not be acceded to as the reason cited by the company does not amount to impossibility of performance by the company and accordingly does not fall under the carve out jointly formulated by BSE and NSE and noted by SEBI.

The Company feels that the facts relating to the issues involved, have not been properly represented by the Exchange Officials before the Committee, which has resulted in declining the waiver request of the Company. Under the circumstances, the Company has requested the Exchange Officials vide email dated 12-10-2020 for granting an opportunity of personal hearing before the Committee. However, the matter could not progress further due to lockdown on account of Covid and the same is pending with BSE.

32. CAUTIONARY STATEMENT

Statements in the Board of Directors Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global economy, government regulations, tax laws, economic developments within the country and market sentiment.

33. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March, 2021, your Company and its subsidiaries have paid a consolidated sum of Rs. 7,75,000/- to the Statutory Auditor and all its entities.

34. INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the company under the Insolvency and Bankruptcy Code, 2016.

35. ONETIME SETTLEMENT WITH BANKS

The company has not made one time settlement with the Banks or Financial Institutions.

36. INDUSTRY STRUCTURE AND DEVELOPMENTS

The main activity of the Company is retail broking through network of branches, and authorized persons. The internet based trading facilities offered by the company is popular and widely used by the clients and viewers. The Company offers Research Report and financial updates to Individual Clients. The Company is also rendering Depository Services to its clients.

37. OPPORTUNITIES AND THREATS

The COVID-19 pandemic has affected every industry, and has disrupted trade, supply chains, work and business models, employment and consumer behaviors. Almost all the sectors have been adversely affected as domestic demand and exports sharply plummeted with some notable exceptions where high growth was observed. The impact of slowing down of economy on capital market has been favourable.

We expect that market will remain volatile on account of the continuing threat of the pandemic globally and the resultant economic slowdown worldwide. This may have an adverse impact on the capital market.

38. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The Company has been rendering Capital Market Services and hence there is no separate segment reporting.

39. ANALYSIS OF FINANCIAL PERFORMANCE

Particulars FY 2020-2021 FY 2019-2020
1 Debtor Turnover Ratio 5.69 2.36
2 Inventory Turnover Ratio - -
3 Interest Coverage Ratio 13.65 6.69
4 Current Ratio 0.41 1.30
5 Debt Equity Ratio 0.15 -
6 Operating Profit Margin 17.84 46.41
7 Net Profit Margin 11.75 5.70
8 Return on Net Worth 5.15 1.98

40. OUTLOOK

The strict lockdowns imposed by the Government on account of Covid-19, impacted the economic activity considerably, however, the impact on Capital Markets has been favourable. The supportive monetary and fiscal measures by the Government have worked to the advantage of the economy in combating the slowdown, which has in turn helped the capital market sentiment cheerful and optimistic. This has helped in attracting more number of investors / clients and ultimately increasing the trading volumes.

After delivering healthy returns between April-December 2020, rally in equity markets continued in Current Year 2021. NIFTY and BSE SENSEX reached record high during January, 2021.

We expect the market would continue to remain volatile on account of the continuing threat of Covid pandemic globally and the lockdown impacting the economic activities. However, the push for anti covid vaccination and strong policy support by the Government, especially in infrastructure and health care spend etc, will help revival of economy, and in turn help to improve market sentiment.

41. HUMAN RESOURCES

Your company has been able to employ and retain qualified professionals by offering the challenging work environment and compensation. The Company provides in house training to its employees. There were 74 employees as at 31-3-2021.

42. FORWARD LOOKING STATEMENT

The Statements made in this report describe the Company's objectives and projections that may be forward looking statements which are based on certain assumptions and expectations of future events. The Company's actual results, may differ materially from those projected in any such forward looking statements depending on economic conditions, government policies and decisions which are beyond the control of the Company.

43. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed a Committee and also adopted policy on prevention and redressal of grievance relating to sexual harassment of women at work place. There were nil complaints pending/received on sexual harassment during the year under review.

44. GREEN INITIATIVES

Electronic copies of the Annual Report 2020- 21 and Notice of the 26th Annual General Meeting are sent to all members whose email addresses are registered with your Company/Depository Participant(s).

In the past, for members who have not registered their email addresses, physical copies of the Annual Report were being sent under Section 101 of the Companies Act, 2013 in the permitted mode. However, in view of Covid 19 pandemic, the Ministry of Corporate Affairs vide its circular No. 17/2020 dated 13th April, 2020 circular no. 20/2020 dated 5th May, 2020, circular No. 02/2021 dated 13-1-2021 and SEBI vide its circular bearing reference no. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15-01-2021 has dispensed with the requirement of sending hard copy of full Annual Report to the shareholders. Accordingly, Members who have not registered their email address with the Company or the Depository Participant(s) are requested to download the copy of the Annual Report from the website of the Company i.e. www.joindre.com or from the website of BSE Limited i.e. www.bseindia.com.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

45. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the cooperation and contributions made by them at all levels.

By Order of the Board
Anil Mutha Subhash Agarwal
(Chairman) (Whole Time Director)
Place : Mumbai
Date : June 29, 2021
Registered Office:
32 Raja Bahadur Mansion,
Ground Floor, Opp. Bank of Maharashtra,
Mumbai Samachar Marg,
Fort, Mumbai - 400 023.

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