Your directors have great pleasure in presenting the 13th Annual Report and the Audited Accounts of your Company for the year ended 31st March 2024.
FINANCIAL RESIHTS
Particulars
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Year Ended
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Year Ended
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31.03.2023 (Amount in Rs.)
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31.03.2022 (Amount in Rs.)
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Income from Operations and Other Income
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12,80323.00
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5,33,356.05
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Profit / (Loss) before Interest & Depreciation
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(15,04,103.51)
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(33,00,907.97)
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Less: Interest & Bank charges
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0.00
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0.00
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Less: Depreciation
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77,21,709.90
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61,14,317.82
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Profit /(Loss)before Tax
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(92,25,813.41)
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(94,15,225.79)
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Less: Provision for Taxation
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10,10,755.00
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(6,96,637.00)
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Profit/(Loss after Tax
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(1,02,36,568.41)
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(87,18,588.79)
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Add: Surplus brought forward
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(7,18,53,774.74)
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(6,31,35,185.95)
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Balance carried to Balance Sheet
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(8,20,90,383.50)
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(7,18,53,774.74)
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OPERATIONS
The operations of the Company for the year under review have resulted in the Gross Loss of Rs. 15,04,103.51 as against loss of Rs 33,00,907.97 in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net loss of Rs. 1,02,36,568.41 as against loss of Rs 87,18,588.79 in the previous year. The gross revenue stood at Rs 12,80323.00 as against Rs. 533356.05 during the previous year.
DIVIDEND
In view of Loss during the year, your directors do not recommend any dividend.
SHARE CAPITAL
There was no change in the Authorized and Paid-up share capital of the Company during the year. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
PUBLIC DEPOSITS
During the financial year 2023-24, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
During the year under review, the Company has not made any Loans, Guarantees or Investments within the meaning of the provisions of Section 186 of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet. Therefore, Company has not constituted a Corporate Social Responsibility Committee. The provisions of a Corporate Social Responsibility shall be complied by the Company as and when applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2024 AND THE DATE OF THIS REPORT.
There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31st March, 2024) and the date of this Report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
The Managing Director and Whole-Time Directors of the Company do not receive any remuneration from the Company till 2023-2024.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
The information required Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended 31st March, 2024
Disclosure 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 as provided in the Annual Report.
Having regard to the provision of the first proviso to section 136 (1) of the Act and as advised the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection by the Members at the Registered Office of the Company during business hours and any Member interested in obtaining such information may write to the Company Secretary and same will be furnished.
DIRECTORS AND KEY MANAGERIAL PEROSNNEL
In accordance with the provisions of Companies Act, 2013 Mr. Hariom Prasad Agrawal (holding DIN: 03562889), Director retires by rotation and being eligible has offered himself for re-appointment.
Mr. Vishal Mishra, Managing Director & CEO and Mr. Dhruw N. Singh, Chief Financial Officer are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of 'Independent Director' as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The confirmations were placed before and noted by the Board.
own performance, the Directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, and Stakeholder Relationship Committee.
The directors expressed their satisfaction with the evaluation process.
BUSINESS RISK MANAGEMENT
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adhered to the principles of sound risk management and has a Risk Management Policy in Place.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has a whistle blower policy in place for its Directors and Employees to report concern about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board. During the year, under review, the Company did not receive any compliant under the said Mechanism.
BOARD COMMITTEES
The Board of Directors has constituted four committees, viz;
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholder's Relationship Committee
Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance.
During the year Five Board Meetings were held. The details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between the two meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section on 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors confirms that:
a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements 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 March 31, 2024 and of the Losses 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.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
All Related Party Transactions are placed before the Audit Committee & Board for their approval. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
SECRETARIAL AUDITOR REPORT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.
The Secretarial Audit Report (in Form No. MR. 3) is attached as "Annexure-A"to this Report.
EXPLANATION TO SECRETARIAL AUDITOR'S REMARKS.
Company's management are in process of filling the pending returns with concerned Registrar of Companies.
COVID-19
The Covid-19 impact remains a serious concern for governments and businesses. The Company has implemented Standard Operating Procedures of social distancing, work from home, workplace sanitization and employee health monitoring, and these are being followed strictly at Office. Company has also taken various Initiatives focusing on safeguarding workforce health. The Company is taking all necessary measures
in terms of mitigating the impact of the challenges being faced in the business. It is focused on controlling costs, maintaining liquidity and closely monitoring to the operations.
AUDITORS
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s A R M S & ASSOCIATES., Chartered Accountants (Firm Registration No, 013019N) were appointed as Statutory Auditors of the Company for a term of five years to hold office from the conclusion of the 12th Annual General Meeting till the conclusion of the 17th Annual General Meeting of the Company.
The requirement of seeking ratification of the members for continuance of Statutory Auditors appointment has been withdrawn consequent to changes in the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018. Hence, the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.
AUDITORS' REPORT
The observations made by the Auditors in their Report read with the relevant notes as given in the notes on financial statements for the year ended 31st March, 2024 are self-explanatory and therefore do not call for any further comments. There is no qualified or modified opinion on any matters by the Auditors except some TDS deduction matter.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither a manufacturing company nor the operation of your Company are not energy intensive.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Act, the extract of Annual Return of the Company in the prescribed Form for the Financial Year 2023-24, has been placed on the website of the Company and can be accessed at www.jointeca.com.
INSURANCE
All the properties of the Company are adequately insured.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed hereunder.
Your Directors further state that as on date there is no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their thanks and gratitude to the Company's Bankers, Educational Institutions, Customers and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in the future too.
For and on behalf of the Board
Place: Mathura Date: 06.09.2024
Vishal Mishra Hariom Prasad Agrawal
Managing Director Director
DIN:03363363 DIN: 03562889
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