BSE (formerly Bombay Stock Exchange) | Live Stock Market … · 2017. 12. 6. · JOINTECA EDUCATION...

JOINTECA EDUCATION SOLUTIONS LTD.

CIN: U72300UP2011PLC044942

Regd. Off. : 1014, Bagh Bhadhur Chowki Colony

Near SBI Crossing, Mathura, Uttar Pradesh, India, 281 001

Annexure B to the Board Report

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management

and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L72300UP2011PLC044942

Registration Date 24/05/2011

Name of the Company JOINTECA EDUCATION SOLUTIONS LIMITED

Category / Sub-Category of the Company Limited by shares / Indian Non-Government Company

Address of the Registered office and contact

details

1014, Bagh Bhadhur Chowki Colony Near SBI Crossing

Mathura, Uttar Pradesh- 281001.

Whether listed company Yes

Name, Address and Contact

details of Registrar and Transfer Agent, if

any:

Beetal Financial & Computer Services Pvt. Ltd.

Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping

Centre, Near Dada Harshukhdas Mandir, New Delhi – 110

062

Tel:011-29961281-83

Fax: 011-29961284

Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be

stated:-

Sr.

No. Name and Description of main products/

services

NIC Code of the

Product/ service

% to total turnover of the

company

1 Educational support Services 8550 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.

No

.

Name and address of the

Company

CIN / GLN Status of Company:

Holding / subsidiary

/ associate

% of

shares

held

Applicable

section of

Companies

Act 2013

1 NA NA NA NA NA


CIN: U72300UP2011PLC044942



IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAK-UP AS PERCENTAGE OF

TOTAL EQUITY)

a) Category- wise shareholding.

Category of

Shareholders

No. of Shares held at the beginning of the year

2016 No. Shares held at the end of the year 2017

Demat Physical Total

%of

Total

Shares Demat Physical Total

%of

Total

Shares

%Change

during

the year

A. Promoters

(1) Indian

a)Individual/HUF 62,43,300

- 62,43,300 62.33 56,61,300

- 56,61,300 56.53

-

b)Central Govt. - - - - - - - - -

c)State Govt(s) - - - - - - - - -

d)Bodies Corp. - - - - - - - - -

e)Bank/FI - - - - - - - - -

f)Any Other - - - - - - - - -

Sub-total(A)(1) 62,43,300

- 62,43,300 62.33 56,61,300 - 56,61,300 56.53 -

(2) Foreign

a)NRIs-

Individuals - - - - - - - - -

b)Other-

Individuals - - - - - - - - -

c)Bodies Corp. - - - - - - - - -

d) Banks/FI - - - - - - - - -

e)Any Other - - - - - - - - -

Sub-total (A) (2) - - - - - - - - -

Total

Shareholding of

promoter

(A)=(A)(1) +(A)

(2)

62,43,300

- 62,43,300 62.33 56,61,300 - 56,61,300 56.53 -

B. Public

Shareholding

1. Institutions

a)Mutual Funds - - - - - - - - -

b)bank/FI 32,000 - 32,000 .32 32,000 - 32,000 .32 -

C)Central Govt. - - - - - - - - -

d)State Govt(s) - - - - - - - - -

e)Venture Capital

Funds - - - - - - - - -

f) Insurance

Companies - - - - - - - - -

g)FIIs - - - - - - - - -


CIN: U72300UP2011PLC044942



h)Foreign

Venture Capital

Funds

- - - - - - - - -

i) Others

(Specify) - - - - - - - - -

Sub -total (B) (1) 32,000 - 32,000 .32 32,000 - 32,000 .32 -

2) Non-

Institutions

(a)Bodies Corp.

(i) Indian 18,64,000 - 18,64,000 18.61 19,52,000 - 19,52,000 19.49

(ii) Overseas - - - - - - - - -

(b)Individuals

(i) Individual

Shareholders

holding nominal

share capital upto

Rs. 2.00 lakh

4,48,000 - 4,48,000 4.48 37,60,000 - 37,60,000 3.75

(ii)Individual

shareholders

holding nominal

share capital in

excess of Rs. 2

lakh

12,84,000 - 12,84,000 12.84 19,46,000 - 19,46,000 19.43

( c) Others

(Specify)

(i) Clearing

Member

88,000 - 88,000 0.88 40,000 - 40,000 .39

(ii) Non Resident

Indian (NRI) - - - - - - - - -

(III) Market

Maker - - - - - - - - -

iv) Hindu

Undivided

families

56,000 - 56,000 0.56 48,000 - 48,000 .479

Sub -total(B)(2) 37,40,000

- 37,40,000 37.34 36,40,000

- 36,40,000 36.34

TotalPublic

Shareholding B=

(B)(1)+(B)(2)

37,72,000 - 37,72,000 37.66

36,72,000

36,72,000

36.66

C. Shares held by

Custodian for

GDRs & ADRs

-

-

-

-

-

-

-

-

-

Grand Total

(A+B+C) 1,00,15,300

- 1,00,15,300 100.00

1,00,15,300

-

1,00,15,300

100.00


CIN: U72300UP2011PLC044942



b) Shareholding of Promoters’

Sl.

No

.

Shareholder's

name

Shareholding at the beginning of

the year 01.04.2016

Shareholding at the end of the

year 31.03.2017

No. of

Shares

% of total

shares of

the

Company

% of

Shares

Pledged/e

ncumbere

d to total

shares

No. of

Shares

% of total

shares of

the

Company

% of

Shares

Pledged/

encumb

ered to

total

shares

1 Umesh Chand

Sharma 1,300 0.01

- 1,300 0.01

-

2 Hari Dutt

Mishra 1,300 0.01

- 1,300 0.01

-

3 Ashish

Kashyap 1,300

0.01

- 1,300

0.01

-

4 Mahima Mittal 1,600

0.02

- 1,600

0.02

-

5 Deepti Mishra 3,300

0.03

- 3,300

0.03

-

6 Shomit

Agrawal 6,600

0.07

- 6,600

0.07

-

7 Alok Mittal 12,100

0.12

- 12,100

0.12

-

8 Hari Om

Agrawal HUF 13,300

0.13

- 13,300

0.13

-

9 Kishori

Agrawal 20,000

0.20

- 20,000

0.20

-

10 Shweta

Agrawal 20,000

0.20

- 20,000

0.20

-

11 Poonam

Mishra 31,000

0.31

- 31,000

0.31

-

12 Megha

Agrawal 40,000

0.40

- 40,000

0.40

-

13 Vimlesh

Agrawal 43,300

0.43

- 43,300

0.43

-

14

Hariom

Prasad

Agrawal

53,300

0.53

- 53,300

0.53

-

15 Abhay Kumar

Gautam

60,000

0.60

-

60,000

0.60

-

16 Vivek Mishra

61,000

0.61

-

61,000

0.61

-


CIN: U72300UP2011PLC044942



17 Kanhiya

Agrawal

68,900

0.69

-

68,900

0.69

-

18 Laxmi

Agrawal

500,000

4.99

-

500,000

4.99

-

19 Vishal Mishra 53,05,000 53.97

- 47,23,000 47.16

(6.81)

Total

62,43,300

62.33

-

56,61,300

56.53

(6.81)

c) Change in Promoters’ shareholding

Sr.

No.

Particulars Shareholding

at the beginning of the year

Cumulative Shareholding

during the year

No. of shares % of total shares

of the company

No. of Shares % of total shares

of the Company

1 At the beginning of the year 62,43,300 62.33 - -

2 Date wise Increase/ (Decrease) in

Promoters Shareholding during the year

specifying the reasons for Increase/

(Decrease) (e.g. allotment/transfer/bonus/

sweat equity etc.)

5, 82,000 shares were sale by Vishal Mishra on 08th March, 2017.

3 At the End of the year 56,61,300 56.53 56,61,300 56.53

d) Shareholding pattern of top ten shareholders (other than Directors, Promoters and holders of

GDRs & ADRs)

Sr.

No.

Shareholding Date wise increase/(decrease) in

shareholding during the year

specifying the reason for increase/

decrease

Cumulative

Shareholding during

the year

Name of top

ten

Shareholder

No. of shares

at the

beginning

(01/04/2016)/

end of the

year

(31/03/2017)

% of total

shares of

the

Company

Date No. of

Shares

Reason No. of

shares

% of total

shares of

the

Company

1 Ajcon Global

Services Ltd.

01/04/2016 944000 9.43 - - - - -

31/03/2017 944000 9.43 - - - 944000 9.43

2 D R Sharma

01/04/2016 - - 08/03/2017 5,00,000 Purchase 5,00,000 4.99

31/03/2017 5,00,000 4.99 - - 5,00,000 4.99

3 Ajcon Finance Ltd.

01/04/2016 264000 2.64 03/10/2016 16000 Purchase 280000 2.80

31/03/2017 280000 2.80 - - - 280000 2.80


CIN: U72300UP2011PLC044942



4 Beetal Trading Pvt. Ltd.

01/04/2016 - - 22/04/2016 32000 Purchase 32000 0.32

16/05/2016 24000 Purchase 56000 0.56

13/02/2017 48000 Purchase 104000 1.04

17/02/2017 16000 Purchase 120000 1.20

20/02/2017 8000 Purchase 128000 1.28

31/03/2017 136000 1.36 22/02/2017 8000 Purchase 136000 1.36

5 Neha Haresh Tilokani

01/04/2016 - - 02/05/2016 24000 Purchase 24000 0.24

14/02/2017 48000 Purchase 72000 0.72

16/02/2017 48000 Purchase 120000 1.20

31/03/2017 136000 1.36 17/02/2017 16000 Purchase 136000 1.36

6 SKA Securities and Financial Services Pvt. Ltd.

01/04/2016 48000 0.48 17/02/2017 88000 Purchase 136000 1.35

31/03/2017 136000 1.35 - - - 136000 1.35

7 Pushpanjali Tie –Up Pvt. Ltd.

01/042016 272000 2.72 15/04/2016 16000 Purchase 288000 2.88

01/06/2016 32000 Sale 256000 2.56

02/01/2017 16000 Purchase 272000 2.72

12/01/2017 24000 Purchase 296000 2.96

16/02/2017 48000 Sale 248000 2.48

17/02/2017 48000 Sale 200000 2.00

21/02/2017 48000 Sale 152000 1.52

23/02/2017 48000 Sale 104000 1.04

24/02/2017 48000 Sale 56000 0.56

27/02/2017 8000 Sale 48000 0.48

01/03/2017 48000 Sale 0 0.00

07/03/2017 48000 Purchase 48000 0.48

09/03/2017 8000 Purchase 56000 0.56

10/03/2017 8000 Purchase 64000 0.64

11/03/2017 16000 Purchase 80000 0.80

16/03/2017 24000 Purchase 104000 1.04

17/03/2017 8000 Purchase 112000 1.12

31/03/2017 120000 1.20 21/03/2017 8000 Purchase 120000 1.20

8 Vijya Kishor Jain

01/04/2016 56000 0.56 25/04/2016 32000 Purchase 88000 0.87

31/03/2017 104000 1.04 17/02/2017 16000 Purchase 104000 1.04

9 Sameer Jain

01/04/2016 100000 1.00 - - - - -

31/03/2017 100000 1.00 100000 1.00

10 Gyana Tejprakash Dalmia

01/04/2016 96000 0.96 - - -- - -

31/03/2017 96000 0.96 96000 0.96


CIN: U72300UP2011PLC044942



B. Remuneration to Other Directors

(Amount in �)

Sl. Particulars of

Remuneration

Name of Directors Total

Amount No.

NIL NIL NIL NIL NIL

1 Independent Directors NIL NIL NIL NIL NIL

· Fee for attending

board / committee

meetings

NIL NIL NIL NIL NIL

· Commission NIL NIL NIL NIL NIL

· Others, please specify NIL NIL NIL NIL NIL

Total (1) NIL NIL NIL NIL NIL

2 Other Non-Executive

Directors NIL NIL NIL NIL NIL

· Fee for attending

board / committee

meetings

NIL NIL NIL NIL NIL

· Commission NIL NIL NIL NIL NIL

· Others, please specify NIL NIL NIL NIL NIL

Total (2) NIL NIL NIL NIL NIL

Total (B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial

Remuneration NIL NIL NIL NIL NIL

Overall Ceiling as per

the Act

No Commission or other remuneration apart from siting fees is being paid to Non-

Executive Independent Directors.

VII. Penalties / Punishment/ Compounding of offences :

Type Section of the

Companies

Act

Brief

Description

Details of

Penalty /

Punishment/

Compounding

fees imposed

Authority [RD

/NCLT/COURT]

Appeal made, if

any (give

Details)

A. COMPANY

Penalty

Punishment NIL

Compounding

B. DIRECTORS

Penalty

Punishment NIL

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment NIL

Compounding


CIN: U72300UP2011PLC044942



1 MANDATORY REQUIREMENTS

1.1 Company’s philosophy on Code of Corporate Governance:

The Company believes in the practice of good corporate governance. A continuous process of delegation of powers commensurate with accountability, coupled with trust, faith and transparency has been embedded in the day-to-day functioning. The Company will endeavor to improve on these aspects on an ongoing basis.

1.2 Board of Directors: (Board)

a. Size of the Board: On 31st March, 2017, your Board comprised of 6 (Six) Directors, of which the Chairman is a Non-Executive Independent Director. In compliance with the requirements of SEBI Listing Obligation and Disclosure Requirements, Regulation, 2015, your Company has one Executive Director and Two Non-Executive Directors and three are Non Executive Independent Directors.

b. Number of Board Meetings held during the Year along with the dates of the meetings:

Sr. No. Date

1st 30/05/2016

2nd 10/08/2016

3rd 24/10/2016

4th 30/01/2017

c. Composition, Category and their attendance at the Board meetings held during the year and at the last Annual General Meeting as also the number of other Directorships / Memberships of Committees is as follows:

Category of

Directorship Names of the Director

Attendance Details Other

Director

ships*

Other Committees

Board Meeting

Last AGM

Member

ships

Chairman

ships

Chairman &

Non Executive

Independent Director

Mr. Ramesh Chand

Sharma

4 Yes No No No

Non Executive

Independent Directors

Mr. Pradeep Kumar Saxena

Mrs. Richa Vashishth

4

4

Yes

No

No

No

No

No

No

No

Non Executive

Non Independent

Directors

Mr. Hariom Prasad Agrawal

Mr. Abhay Gautam

4

4

Yes

Yes

No

No

No

No

No

No

Managing Director Mr. Vishal Mishra 4 Yes No No No

* Excluding private, foreign and companies registered under Section 8 of the Companies Act, 2013.

* None of the Non-executive & Independent Directors hold any shares in the Company.

1.3 Audit Committee:

a. Composition, Meetings and Attendance: The Audit Committee comprises of 2 Non-Executive Independent Directors and 1 Executive Non Independent Promoter Director. Mr. Ramesh Chand Sharma, Non Executive Independent Director, continues to be the Chairman of the committee. During the year, the committee met 4 times and the attendance of the members was as follows:

Name Number of Meetings Attended

Mr. Ramesh Chand Sharma 4

Mr. Vishal Mishra 4

Mr. Pradeep Kumar Saxena 4


CIN: U72300UP2011PLC044942



b. Terms of Reference:.The Audit Committee shall have the authority to investigate into any matter that may be prescribed and the matters listed below and for this purpose the Audit Committee shall have full access to information contained in the records of the Company and external professional advice, if necessary:

• To review financial reporting process, all financial statements;

• To recommend appointment/ re-appointment/ replacement/ removal/ Audit fees/ any other fees of Statutory Auditor;

• Reviewing along with management, the listing compliances, related party disclosures, qualifications in draft audit report, matters required to be included in Directors Responsibility Statement, quarterly financial statements before its submission to the Board, changes in accounting policies, major accounting entries based on estimate of management;

• To look into all matters relating to internal control system, internal audit system and the reasons for substantial defaults in the payment to the depositors;

• To review functioning of “Whistle Blower Mechanism”, if any;

• To review Management’s Discussion and Analysis of financial condition and results of operation, statement of significant Related Party Transactions as submitted by management, internal audit report;

• All matters cover under the duty to review by the Audit Committee under the SME Listing Agreement;

• To monitor the utilization of the IPO proceeds

• To review, with the management, performance of statutory and internal auditors, and monitor auditor’s independence and performance and effectiveness of the audit process and adequacy of the internal control systems.

• To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

• To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

• To approve the appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background etc. of the candidate.

• To scrutinise inter corporate loans and investments.

• To consider valuation of assets or undertaking of the Company.

• To evaluate internal financial controls and risk management systems.

• To review and formulate the scope, functioning, periodicity, methodology for conducting the internal audit, in consultation with the Internal Auditor and to discuss with the internal auditors any significant findings and follow-up there on.

• Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

Nomination and remuneration Committee: A. Composition The Nomination and Remuneration Committee (formerly known as Remuneration/ Compensation Committee) comprise of three Non executive Independent Directors namely Mr. Ramesh Chand Sharma, Mr. Pradeep Kumar Saxena and Mrs. Richa Vashishth. Mr. Ramesh Chand Sharma, Non Executive Independent Director, continues to be the Chairman of the committee..No meetings of the Committee held during the year.


CIN: U72300UP2011PLC044942



B. Terms of Reference:

• To recommend the annual remuneration and periodic increments payable to the Executive Director(s) which is required to be further approved by the Board.

• Formulation of criteria for evaluation of Independent Directors and the Board.

• Devising a policy on Board diversity.

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

• To ensure that the overall remuneration payable to the Directors does not exceed the limits prescribed by the Companies Act and is within the limits approved by the shareholders.

• Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

Company Secretary of the Company acts as the Secretary of the Committee. All the committee members attended the last Annual General Meeting.

The details of the Remunerations paid to the Directors for the financial year 2016-2017 is given below:

Directors

Remuneration

(including perquisites)

Commission Committee

Meeting Fees

Board Meeting

Fees Total

Mr. Ramesh Chand

Sharma NIL NIL NIL NIL NIL

Mr. Vishal Mishra NIL NIL NIL NIL NIL

Mr. Pradeep Kumar

Saxena NIL NIL NIL NIL NIL

Mr. Hariom Prasad

Agrawal NIL NIL NIL NIL NIL

Mr. Abhay Gautam NIL NIL NIL NIL NIL

Mrs. Richa Vashishth NIL NIL NIL NIL NIL

Total NIL NIL NIL NIL NIL

1.4 Stakeholder Relationship Committee: A. Composition :

The Stakeholder Relationship Committee (formerly Known as Investor’/Shareholders’ Grievance Committee) comprises of three Mr. Ramesh Chandra Sharma, Mr. Vishal Sharma and Abhay Gautam, Mr. Ramesh Chand Sharma continues to be the Chairman of the committee. The committee met as and when required during the year.

B. Terms of reference:

The Stakeholder Relationship Committee of the Company reviews matters related to grievances of shareholders and investors. The committee primarily focuses on review of investor complaints, its redressal and queries received from investors i.e. transfer of shares, issue of duplicate share certificates, non receipt of annual reports etc. and also reviews the reports presented by the Share Transfer Agents of the Company.


CIN: U72300UP2011PLC044942



1.5 General Body Meetings:

a. *Date, Time and Location of the last three Annual General Meetings

Year Location Date Time

2015-16 53B Geeta Enclave, Bank Colony, Krishna Nagar, Mathura-281001 30.09.2016 11.00 a.m.

2014-15 1014, Bagh Bhadhur Chowki Colony, Near SBI Crossing, Mathura, Uttar Pradesh, India, 281 001

30.09.2015 11.00 a.m.

2013-14 1014, Bagh Bhadhur Chowki Colony, Near SBI Crossing, Mathura, Uttar Pradesh, India, 281 001

30.09.2014 11.00 a.m.

b. Resolution passed by postal ballot during 2016-2017

No resolution was passed by postal ballot during the year 2016-2017. At present, the Company does not have any resolution to be decided by members by postal ballot.

1.6 Disclosures:

a. None of the transactions with any of the related parties were in conflict with the interest of the Company. Details of the related party transactions are given in the notes on Financial Statement.

b. During the previous years there were no financial penalties levied on the company.

c. None of the directors of the company are disqualified for being appointed as Directors as stipulated under section 164 (2) and rule 14 (1) of Companies (Appointment and Qualification of Directors) Rules, 2004 of the Companies Act, 2013.

d. The Company promotes ethical behavior in its operations and has a Vigil Mechanism which is overseen

e. The Company has duly complied with all the mandatory requirements of the Listing Regulations.

f. Compliance with Non-mandatory requirements is furnished separately under the heading “Non-mandatory Requirements”.

1.7 Means of Communication:

a. These results are also displayed on the Company’s Website viz. www.jointeca.com.

b. These results are also displayed on BSE’s website www.bseindia.com.

c. The Management Discussion and Analysis report forms part of this Annual Report.

1.8 General Shareholders Information:

(a) Annual General Meeting:

Day and Date Friday, 29th September, 2017

Time 11 a.m.

Venue

1014, Bagh Bhadhur Chowki Colony,

Near SBI Crossing, Mathura, Uttar Pradesh,

India, 281 001

(b) Profile of Directors Seeking Appointment and Re-Appointment at the Sixth Annual General Meeting

Name of Director Mr. Hariom Prasad Agarwal

Date of Birth 01.07.1965

Nationality Indian


CIN: U72300UP2011PLC044942



(c) Financial Calendar (Tentative and subject to change)

First Half Year Results ending 30.09.2017 : 14th November, 2017

Second Half Year / Audited Results ending 31.03.2018 : 30th May, 2018

Annual General Meeting for the Year ended 31.03.2018 : 30th September, 2018

Venue of AGM : Mathura

(d) Book Closure : 24th Sep, 2017 to 29th Sep, 2017 (Both days inclusive)

(e) Listing on Stock Exchanges: SME Exchange BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

(f) Stock Exchange Code: 534659

(g) Corporate Identification Number: U72300UP2011PLC044942

(h) Demat ISIN No: INE131N01018

(i) Share transfers and other communications should be addressed to:

Beetal Financial & Computer Services Private Limited

Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir,

New Delhi - 110 062 Tel: +91-11-2996 1281-83 Fax: +91-11-2996 1284

E-mail: [email protected] Website: www.beetalfinancial.com

Address: 1014, Bagh Bahadhur Chowki Colony, Near SBI Crossing, Mathura, Uttar Pradesh - 281 001, India

Tel Number: +91-0565 – 6000801, 2410128 Fax No.: +91-0565 – 2410128 E-mail: [email protected]

(j) *Stock Market Price Data: High / Low Closing Price of shares of the Company during each month in last financial year on BSE:

(k)

MONTH /

YEAR

HIGH

( )

LOW

(�)

No. of

Shares

Traded

No. of

Trades MONTH /

YEAR

HIGH

(�)

LOW

(₹)

No. of

Shares

Traded

No. of

Trades

April 2016 17.30 14.90 2,96,000 31 October 2016 15.50 15.50 8,000 1

May 2016 15.50 15.20 96,000 11 November 2016 - - - -

Date of Appointment on Board 14.12.2011

Qualification Intermediate

Brief Resume and expertise

in specific functional area

Hariom Prasad Agrawal is a Non–Executive and Non-Independent Director. He possesses about 15 years of experience in trading, services of different businesses and holds good contacts and command in these areas by frequently liasioning with private institutions to procure orders. He has relations with various educational societies and private institutions. He has been looking after the big order procurements from societies and private institutions.

Directorship held in other

Companies. N I L

Membership / Chairmanship

of Committees of other

Public Companies

N I L

Number of shares held

in the Company 53,300


CIN: U72300UP2011PLC044942



June 2016 15.45 15.45 32,000 3 December 2016 13.95 13.95 16,000 2

July 2016 15.45 15.45 1,04,000 9 January 2017 12.56 11.31 40,000 5

August 2016 16.00 15.50 96,000 5 February 2017 10.80 08.00 6,80,000 70

September 2016 16.00 16.00 16,000 1 March 2017 15.00 9.70 2,16,000 19

(l) Distribution of Shareholding as on 31st March 2017

Sr No

Shareholding of Value of Nominal Value of Rs.

No. of Share Holders

Percentage to Total Shareholders

Value (Rs) % to total

Equity

1 1 – 5000 - - - -

2 5001- 10000 - - - -

3 10001- 20000 4 3.84 55,000 0.05

4 20001- 30000 - - - -

5 30001- 40000 1 0.96 33,000 0.03

6 40001- 50000 - - - -

7 50001- 100000 43 41.35 34,26,000 3.43

8 100001 and above 56 53.85 9,66,39,000 96.49

Total 104 100.00 10,01,53,000 100.00

(m) Shareholding Pattern as on 31st March 2017

Category No. of

Shares Held

Percentage of

Shareholding

A. PROMOTERS HOLDING

1. PROMOTERS

a. Indian promoters 56,61,300 56.53

b. Foreign promoters - -

2. PERSONS ACTING IN CONCERT

-

-

Total 56,61,300 56.53

B.

NON PROMOTERS HOLDING

1. INSTITUTIONAL INVESTORS

a. Mutual funds - -

b. Banks, Financial Institutions, Insurance Companies

(central/state govt. Institution/non government inst)

32,000

0.32

c. Foreign Institutional Investors - -

Sub total 32,000 0.32

2.

OTHERS

a. Bodies Corporate 19,52,000 19.49

b. Indian public 23,22,000 23.18

c. Non Resident Indians / OCB’s - -


CIN: U72300UP2011PLC044942



d. Any other

Any other: Clearing Members

Any other: Hindu Undivided Families

Any other: Market Makers

-

48,000

-

-

0.48

-

Sub total 43,22,000 43.15

GRAND TOTAL 1,00,15,300 100.00

Note: None of the shares of the promoters/promoter group’s are pledged or encumbered with any of the banks or any financial institutions.

(n) Dematerialisation of Shares: The shares of the Company are traded in compulsorily dematerialised form 1,00,15,300 Equity shares (100.00%) have been dematerialized as on 31.03.2017.

(o) Outstanding GDR / Warrants / Convertible Instruments: The Company has no outstanding GDR / Warrants / Convertible Instruments.

(p) Address for Correspondence

Jointeca Education Solutions Ltd

1014, Bagh Bhadhur Chowki Colony, Near SBI Crossing, Mathura, Uttar Pradesh, India, 281 001

(r) Reconciliation of Share Capital Audit Report: Company Secretary in Practice , carried out a secretarial audit to, reconcile the total admitted capital with National Securities Depository Limited (NDSL), Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

1.9 CEO & CFO Certification: Mr. Vishal Mishra, Managing Director & CEO and Mr. Alok Mittal , Chief Financial Officer (CFO) of the Company, have issued a Certificate to the Board as prescribed under regulation 17 (8) of the SEBI(Listing Obligation and Disclosure Requirement) Regulation, 2015.

2. NON-MANDATORY REQUIREMENTS

2.1 Remuneration Committee:

Please refer item no. 1.4 in the Mandatory Requirements section.

2.2 Postal Ballot:

The provisions relating to Postal Ballot will be complied with in respect to matter where ever applicable.

2.3 Whistle Blower Policy:

At present, the Company does not have any formal Whistle Blower Policy.

2.4 Shareholders’ Right:

The Company has posted its half yearly and annual financial results on its website i.e www.jointeca.com


CIN: U72300UP2011PLC044942



Significant accounting policies :-

1.1 Basis of accounting and preparation of financial statements

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles

(GAAP) under the historical cost convention on the accrual. GAAP comprises mandatory accounting standards as

prescribed under Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Accounts)

Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange

Board of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting

standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting

policy hitherto in use.

1.2 Use of Estimates

The preparation of financial statements requires the management to make estimates and assumptions considered

in the reported amounts of assets and liabilities(including contingent liabilities) as on the date of the financial

statements and the reported income and expenses during the reporting period. The estimates and assumptions

used in the financial statements are based upon the Management’s evaluation of the relevant facts and

circumstances as on the date of financial statements. Management believes that the estimates used in the

preparation of the financial statements areprudent and reasonable. Future results may vary from these estimates.

1.3 Cash Flow statement

Cash flows are reported using the indirect method, whereby profit or (loss) before extraordinary items and tax is

adjusted for the effects of transactions of noncash nature and any deferrals or accruals of past or future cash

receipts or payments. The cash flows from operating, investing and financing activities of the Company are

segregated based on the available information.

1.4 Property, plant and equipment depreciation :

Property, plant and equipment are stated at acquisition cost less accumulated depreciation. The cost of fixed

assets comprises its purchase price including duties and other non- refundable taxes or levies and any directly,

attributable cost of bringing the asset to the working condition for its intended use.

Depreciation on Property, plant and equipment is provided based on the useful life of the asset in the manner

prescribed in Schedule II to the Companies Act, 2013.

1.5 Provisions, contingent liabilities and contingent assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present

obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent

liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed

in the Financial Statements.

1.6 Revenue recognition

Income from services rendered is recognised based on agreements/arrangements with the customers as the

service is performed using the proportionate completion method when no significant uncertainty exists regarding

the amount of the consideration that will be derived from rendering the service and is recognised net of service

tax, as applicable. . Sales are recognised, net of returns\ and trade discounts. Interest income is recognized on a

time proportion basis taking into account the amount outstanding and the rate applicable.

1.7 Employee benefits

Short term employee benefits are recognised as an expense at the undiscounted amount in the Statement of Profit

and Loss of the year in which the related service is rendered. The contributions remitted to government

administered Provident and Pension Fund on behalf of its employees in accordance with the relevant statute are


CIN: U72300UP2011PLC044942



charged to the Statement of Profit and Loss as and when due. The Company has no further obligations for future

Provident/ Pension fundbenefits.

1.8 Earnings per share

Basic and diluted earnings per share is computed by dividing the net profit attributable to equityshareholders for

the year, by the weighted average number of equity shares outstanding during the year. The number of shares and

potentially dilutive equity shares are adjusted retrospectively for all periods presented for any share splits and

bonus shares issues including for changes effected prior to the approval of the financial statement by the board of

director.

1.9 Taxes on income

Tax expense comprises current and deferred tax. Current tax is the amount of tax payable on the taxable income

for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

Deferred Taxes reflect the impact of timing differences between taxable income and accounting income originating

during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the

tax rates and the tax laws enacted at the reporting date.

1.10 Operating cycle

Based on the nature of products / activities of the Company and the normal time between acquisition of assets

and their realization in cash or cash equivalents, the Company has determined its operating cycle as 12 months for

the purpose of classification of its assets and liabilities as current and noncurrent.

1.11Note: Disclosure pertaining to MCA Circular No. G.S.R. 308 (E) dated 30th March, 2017 on Specified Bank

Notes (SBNS).

Particular SBNs Other denomination

notes

Total

Closing cash in hand as on

08.11.2016

98000 24436 122436

(+) Permitted receipts - 209200 209200

(-) Permitted payments 179887 179887

(-) Amount deposits in

Banks

98000 - 98000

Closing cash in hand as on

30.12.2016

- 53749 53749


CIN: U72300UP2011PLC044942



1.12 Related party disclosures: Disclosure in accordance with Accounting Standard-18 Related Party transaction

during the year:

Relationship (During the Year) Related Party

Related Party - Directors of Company

Managing Director Vishal Mishra

CFO Alok Mittal

Director Hari Om Prasad Agrawal

Director Abhay Gautam

Key Managerial Personnel (KMP)

Other Related Parties (ORP)

Laxmi Agrawal

Hari Om Agrawal (HUF), HD Mishra

Poonam Mishra, Vimlesh Agarwal

Sweta Agarwal, Mahima Mittal

Kanhiya Agarwal, Amit Agarwal

Ashish Garg, Pawan Kumar Bansal

Deepti Mishra, Nitin Agarwal

Krishna Kanhiya Agarwal

Kishori Agarwal, Kusum Devi

Megha Agarwal, Pushpalata Agarwal

Asha Agarwal

During the year no related party transactions are entered into. (Previous Year: NIL)

1.13 Auditors Remuneration

For Statutory Audit Fees 50,000

GST 9000

TOTAL 59000

BSE (formerly Bombay Stock Exchange) | Live Stock Market … · 2017. 12. 6. · JOINTECA EDUCATION...

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