Your directors are pleased to present the 32nd Annual Report on the business and operations of the
Company together with the Audited Financial Accounts for the Financial Year ended 31 March, 2024.
1. FINANCIAL HIGHLIGHTS
The Table below depicts the financial performance of your Company for the year ended 31st March, 2024.
|
Particulars
|
2023 - 2024
(in Rs.’000)
|
2022 - 2023
(in Rs.’000)
|
|
Net Revenue from Operations
|
39,456.21
|
36,046.24
|
|
Other Revenue
|
2,415.94
|
2,660.67
|
|
Total Revenue
|
41,872.15
|
38,706.91
|
|
Expenses
|
22,345.51
|
28,029.97
|
|
Earnings before Interest, Tax, Depreciation and
Amortization (EBITDA)
|
19,526.64
|
10,676.94
|
|
Finance Cost
|
32.83
|
52.84
|
|
Depreciation and Amortization Expense
|
3,247.19
|
2,083.50
|
|
Profit Before exceptional items and tax
|
16,246.62
|
8,540.60
|
|
Exceptional Items
|
-
|
4,600.00
|
|
Profit before tax
|
16,246.62
|
13,140.60
|
|
Tax Expense
|
4,183.14
|
1,395.72
|
|
Profit After Tax
|
12,063.48
|
11,744.88
|
There is a great positive improvement in the performance of the company.
2. STATE OF COMPANY’S FINANCIAL AFFAIRS
During the year under review, the Company has recorded total revenue of Rs. 418.72 Lakhs as compared
to the previous year amount of Rs. 387.06 Lakhs. The company intends to foray into new ventures
specially involving digital and paper book lending, providing Aviation and Agro consultancy. The
Company is looking forward to increase its numbers in the coming financial years with the support of all
the Stakeholders of the Company.
3. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR
TILL THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company have occurred
between the end of the Financial Year and the date of this report.
4. BONUS ISSUE
During the Financial Year under review, no Bonus Issue on the BSE SME has been issued by the
Company.
5. FUTURE OUTLOOK
Your Company is doing well in its segment and can tap the export thrust prevailing today in India. Your
Company is also looking for new opportunities in Service Exports, Printed Books, Corporate Consultancy,
Aviation, Book lending and Agriculture so that it can use its experience and goodwill to penetrate deeper
in the segment.
6. NATURE OF BUSINESS
Your Company is into the Service Exports, Corporate Consultancy, Agriculture, e-Books along with sale
of Printed Books. The Services and products of the Company are commanding premium value due to their
uniqueness.
7. DEMATERIALISATION OF EQUITY SHARES
Equity Shares of the Company are in Dematerialized form with either of the depositories viz. NSDL and
CDSL. The ISIN No. allotted is INE793Z01027.
8. TRANSFER TO RESERVES
The Company has transferred balance amount to Other Equity from Profit and Loss Account for the
Financial Year ended 31 March, 2024.
9. SHARE CAPITAL
During the year under review, the Authorized Share Capital of the Company has increased from Rs.
6,85,00,000 (Rupees Six Crore Eighty Five Lakhs only) divided into 68,50,000 (Sixty Eight Lakhs Fifty
Thousand) equity shares of Rs. 10/- (Rupees Ten) each to 8,00,00,000 (Rupees Eight Crore only) divided
into 80,00,000 (Eighty Lakhs) equity shares of Rs. 10 each.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
|
S. No.
|
Designation
|
Name
|
|
1
|
Managing Director
|
MAJOR HARJINDER SINGH JONJUA, RETD.
|
|
2
|
Whole Time Director
|
MANINDER KAUR JONJUA
|
|
3
|
Non-Executive Director
|
HARMANPREET SINGH JONJUA
|
|
4
|
Non-Executive Director
|
BRIG. SATWINDER SINGH GILL, RETD.
|
|
5
|
Independent Director
|
VINOD KUMAR KALIA
|
|
6
|
Independent Director
|
NARINDER PAL SINGH
|
|
7
|
Independent Director
|
DINESH SHARMA
|
|
8
|
Chief Financial Officer
|
RANBIR KAUR JONJUA
|
|
9
|
Company Secretary and
Compliance Officer
|
VAISHALI RANI*
|
During the year under review, on December 08, 2023, Mrs. Riva Maini (ACS: 49612) has resigned from
the post of Company Secretary & Compliance Officer of the company.
Further, on December 09, 2023, Mrs. Jasminder Kaur (ACS: 39606) has been appointed as Company
Secretary & Compliance Officer of the company.
*After 01-April-2024 following changes have occurred till AGM - Mrs. Jasminder Kaur (ACS: 39606)
has resigned from the post of Company Secretary & Compliance Officer of the company on June 11, 2024
and Ms. Vaishali Rani (ACS: 74379) has been appointed as Company Secretary & Compliance Officer of
the Company from July 24, 2024.
11. MEETINGS OF THE BOARD AND COMMITEES
During the Financial Year 2023-2024, total of 7 Board Meetings were held. The maximum time-gap
between any two consecutive meetings did not exceed 120 days. The details of the Board Meetings are:
|
Board of Directors Meeting
|
|
Date
|
No. of Directors Present
|
|
24-05-2023
|
7
|
|
21-07-2023
|
6
|
|
05-09-2023
|
6
|
|
22-09-2023
|
7
|
|
11-10-2023
|
6
|
|
14-11-2023
|
7
|
|
12-02-2024
|
7
|
Committees:
The Company has constituted an Audit Committee, Stakeholders Relationship Committee and Nomination
and Remuneration Committee.
Audit Committee:
The Company has a duly constituted Audit Committee. The Board of Directors have accepted all the
recommendations given by the Audit Committee during the FY 2023 - 2024. During the year, Four Audit
Committee meetings took place on the dates as stated in the Table.
|
Audit Committee Meetings
|
|
S. No.
|
Date
|
Attendance
|
|
1.
|
24-05-2023
|
3
|
|
2.
|
05-09-2023
|
3
|
|
3.
|
14-11-2023
|
3
|
|
4.
|
12-02-2024
|
3
|
Stakeholders Relationship Committee:
The Board has constituted a Stakeholders Relationship Committee as required under Securities Exchange
Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“the Regulations”).
The Board of Directors has accepted all the recommendations given by the Stakeholders Relationship
Committee during the FY 2023 - 2024. During the year, four Stakeholders Relationship Committee
meetings took place on the dates as stated in the Table.
|
Stakeholders Relationship Committee Meetings
|
|
S. No.
|
Date
|
Attendance Directors
|
|
1)
|
24-05-2023
|
3
|
|
2)
|
05-09-2023
|
3
|
|
3)
|
14-11-2023
|
3
|
|
4)
|
12-02-2024
|
3
|
Nomination and Remuneration Committee:
The Board has constituted a Nomination and Remuneration Committee as required under Securities
Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“the
Regulations”). The Board of Directors has accepted all the recommendations given by the Nomination
and Remuneration Committee during the FY 2023-2024. During the year, four Nomination and
Remuneration Committee meetings took place on the dates as stated in the Table.
|
Nomination and Remuneration Meetings
|
|
S. No.
|
Date
|
Attendance
|
|
1.
|
24-05-2023
|
4
|
|
2.
|
05-09-2023
|
4
|
|
3.
|
14-11-2023
|
4
|
|
4.
|
12-02-2024
|
4
|
12. BOARD EVALUATION
The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 mandates that the Board carry out an
annual evaluation of its own performance, the Board Committees, and the individual Directors pursuant to
the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs
from all the Directors based on the criteria such as the Board composition and structure, effectiveness of
Board processes, information flow, frequency of meetings, and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs from the Committee members. The Board
and the Nomination and Remuneration Committee reviewed the performance of the individual Directors
based on the criteria such as the contribution of the individual Director to the Board and Committee
Meetings. The Managing Director was also evaluated on the key aspects of his role. In a separate meeting
of Independent Directors, held on performance of Non-Independent Directors, performance of the Board
as a whole and performance of the Managing Director was evaluated, considering the views of Executive
Directors and Non-Executive Directors.
13. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment free workplace for every individual
working in the premises and always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment. Under the said Act, every Company is
required to set up an Internal Complaints Committee to investigate complaints relating to sexual
harassment at work place of any women employee. During the year ended 31st March, 2024, the Company
has not received any complaint pertaining to sexual harassment.
14. DETAILS OF REMUNERATION TO DIRECTORS
The remuneration paid to the Directors is in accordance with the provisions of the Companies Act, 2013
and any other re-enactment(s) for the time being in force. The information relating to remuneration of
Directors and details of the ratio of the remuneration of each Director to the median employees’
remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 and
the Rules made thereunder read along with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are as under:
I. The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the Financial Year:
|
Major Harjinder Singh Jonjua (Retd.)
|
|
Salary (Rs.)
|
Ratio
|
|
-
|
-
|
|
Maninder Kaur Jonjua
|
|
Salary (Rs.)
|
Ratio
|
|
-
|
-
|
II. The percentage increase in remuneration of each Director, Chief Financial Officer (CFO), Company
Secretary and Compliance Officer:
There is no increase in remuneration pursuant to applicability of section 197 of the Companies Act, 2013.
III. The percentage increase in the median remuneration of employees in the Financial Year:
Nil (The figure is calculated by comparing median remuneration of FY 2022-2023 with median
remuneration of 2023-2024).
IV. The number of permanent employees on the rolls of Company: 4.
The total number of employees including Whole-Time Director and Managing Director as on 31 March,
2024 is 6.
V. The Company has formulated a remuneration policy as per provisions of Companies Act, 2013 during
the Financial Year and henceforth the remuneration will be in accordance with such policy.
15. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company is committed to highest standards of ethical, moral, and legal business conduct.
Accordingly, the Board of Directors has formulated a Whistle Blower Policy which follows the provisions
of Section 177(10) of the Companies Act, 2013. Employees can raise concerns regarding any
discrimination, harassment, victimization, any other unfair practice being adopted against them or any
instances of fraud by or against your Company. It also provides for adequate safeguards against the
victimization of employees who avail of the mechanism and allows direct access to the Chairman of the
Audit Committee in exceptional cases.
16. RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy and a Risk Management Committee for dealing
with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management
Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the
Board. The Company has adequate Internal Control Systems and procedures to combat the Risk. The Risk
Management procedure will be reviewed by the Audit Committee and Board of Directors on time-to-time
basis.
17. POLICY ON PRESERVATION OF THE DOCUMENTS
The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India
(Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) on Preservation of
the Documents to ensure safekeeping of the records and safeguard the Documents from getting mutilated
or destroyed, while at the same time avoiding superfluous inventory of Documents.
18. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS
The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”).
The objective of the Policy is to determine materiality of events or information of the Company and to
ensure that such information is adequately disseminated in pursuance with the Regulations and to provide
an overall governance framework for such determination of materiality.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all the Related Party Transactions were in the ordinary course of the
business and at arm’s length basis and, therefore, the provisions of Section 188 are not applicable. Those
transactions were placed before the Audit Committee of Directors for prior approval in the form of
Omnibus Approval.
Related Party Transactions under Accounting:
Material Related Party Transactions are disclosed in Annexure-1 in Form AOC-2 pursuant to clause (h) of
subsection (3) of Section 134 read with Rule 8(2) of Companies (Accounts) Rules, 2014.
20. AUDITORS’ AND AUDITORS’ REPORT
Statutory Auditors:
The Company has appointed M/s. Jain and Associates, Chartered Accountants, as Statutory Auditors
of the Company. They have confirmed that they are not disqualified from continuing as Auditors of the
Company. The Notes on 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,
reservation, or adverse remark.
Internal Audit Controls and their Adequacy:
The Company had appointed Internal Auditor in accordance with provisions of Companies Act, 2013.
During the year, the Company continued to implement their suggestion and recommendations to improve
the control environment. Their scope of work includes review of process for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and processes, and assessing the
internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and
suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve
efficiency in operations.
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 SK Sikka and
Associates, a Practicing Company Secretary bearing Membership No. 4241 and CP No. 3582 to undertake
the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith
as Annexure-2 as Secretarial Audit Report. The Report does not contain any observation or qualification
requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
During the period under review, the Company has complied with the applicable Secretarial Standards
notified by the Institute of Company Secretaries of India.
21. PARTICULARS OF EMPLOYEES
Your directors’ place on record, their deep appreciation for the contribution made by the employees of the
Company at all levels. The information on employees’ particulars as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (as amended), is forming part of this Directors’ Report. There are no employees
drawing remuneration more than the limits prescribed under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
22. CORPORATE GOVERNANCE
As per Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
relating to Corporate Governance is not applicable to the Company listed on the SME Platform (BSE).
Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per Para
(F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Company is not required to have the Demat Suspense Account neither Unclaimed Suspense Account.
However, the Company is maintaining these accounts.
23. PUBLIC DEPOSITS
During the Financial Year 2023 - 2024, the Company has not accepted any deposit within the meaning of
Sections 73 and 76 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014.
24. BANK DEBT:
During the financial year ended 31st March, 2024, the Company is a Bank debt free Company and
No Government Subsidy.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUT GO
There is no technology absorption required under Section 134 (3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014. However, the details forming part of
Conservation of Energy, Foreign exchange earnings and outgo is annexed herewith as “Annexure 3.”
26. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is fully in compliance with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on
Meetings of the Board of Directors and General Meetings respectively.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUALTORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE
There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company’s operations in future.
28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.
29. EMPLOYEES RELATIONS
The relationship with the staff and workers continued to be cordial during the entire year. The Directors
wish to place on record their appreciation of the valuable work done and co-operation extended by them at
all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to
time.
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore,
there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).
31. CONSOLIDATION OF ACCOUNTS
As on the reporting day, your Company does not have any subsidiary. Further where ever required under
Indian Accounting Standards necessary accounting treatment has been complied with.
32. INSIDER TRADING REGUALTIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for
prevention of Insider Trading and the Code for Fair Disclosure (“Code”), as approved by the Board from
time to time, are in force by the Company. The objective of this Code is to protect the interest of
shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider
Trading activity by dealing in shares of the Company by its Directors, designated employees, and other
employees. The Company also adopts the concept of Trading Window Closure, to prevent its designated
employees and other employees from trading in the securities of Jonjua Overseas Limited at the time
when there is unpublished price sensitive information.
33. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed Report on the Management Discussion and Analysis is provided as a separate “Annexure-4” in
the Annual Report.
34. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an Extract of the Annual Return as per
Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014 in the prescribed Form MGT-9 is appended as “Annexure-5” to the Board’s
Report.
35. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company state:
a) In preparation of the Annual Accounts for the Financial Year ended 31 March 2024, the applicable
Accounting Standards have been followed along with proper explanation to material departures;
b) The Directors have selected Accounting Policies, in consultation with the Statutory Auditors and
applied them consistently and made judgments and estimates that are reasonable and prudent to give a true
and fair view of the state of affairs of the Company as at end of the financial year and of the profit or loss
of the Company, for that period;
c) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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) The Directors have prepared the Annual Accounts of the company on a going concern basis;
e) The Directors, had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and
f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
36. POLICIES
The Companies Act 2013 along with the SEBI (LODR) Regulations, 2015 and mandate formulations of
certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the
same as the Company’s belief is to retain and encourage high level of ethical standard in business
transactions.
37. ACKNOWLEDGEMENT
Your directors’ place on record their appreciation for the overwhelming co-operation and assistance
received from investors, customers, business associates, bankers, vendors, as well as regulatory and
governmental authorities. Your directors’ also thank the employees at all levels, our consistent growth was
made possible by their hard work, solidarity, cooperation and support.
Date: 12/08/2024. For and on behalf of
Place: Mohali. Jonjua Overseas Limited
1
f fr
Maninder Kaur Jonjua Harjinaer singn Jonjua
Whole Time Director Managing Director
DIN: 01570885 DIN: 00898324
|