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You can view full text of the latest Director's Report for the company.

BSE: 534659ISIN: INE131N01018INDUSTRY: Education - Coaching/Study Material/Others

BSE   ` 4.36   Open: 4.36   Today's Range 4.36
4.36
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14.71
Year End :2024-03 

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

Year Ended

Year Ended

31.03.2023 (Amount in Rs.)

31.03.2022 (Amount in Rs.)

Income from Operations and Other Income

12,80323.00

5,33,356.05

Profit / (Loss) before Interest & Depreciation

(15,04,103.51)

(33,00,907.97)

Less: Interest & Bank charges

0.00

0.00

Less: Depreciation

77,21,709.90

61,14,317.82

Profit /(Loss)before Tax

(92,25,813.41)

(94,15,225.79)

Less: Provision for Taxation

10,10,755.00

(6,96,637.00)

Profit/(Loss after Tax

(1,02,36,568.41)

(87,18,588.79)

Add: Surplus brought forward

(7,18,53,774.74)

(6,31,35,185.95)

Balance carried to Balance Sheet

(8,20,90,383.50)

(7,18,53,774.74)

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