To, 

The Members, 


Jonjua Overseas Limited. 

Your Directors are pleased to present the 31st Annual Report on the business
and operations of the Company together with the Audited Financial Accounts for the
Financial Year ended 31 March, 2023. 


1. FINANCIAL HIGHLIGHTS 

The Table below depicts the financial performance of your Company for the year ended 31st
March, 2023. 


  

    
Particulars
    
2022 - 2023
    
2021 - 2022
  
  

    

    
(in Rs.’000)
    
(in Rs.’000)
  
  

    
Net Revenue from Operations
    
36,046.24
    
31,352.97
  
  

    
Other Revenue
    
2,660.67
    
342.48
  
  

    
Total Revenue
    
38,706.91
    
31,695.44
  
  

    
Expenses
    
24,827.00
    
18,265.99
  
  

    
Earnings before Interest, Tax, Depreciation and
    
13,879.91
    
13,429.46
  
  

    
Amortization (EBITDA)
    

    

  
  

    
Finance Cost
    
686.47
    
40.71
  
  

    
Depreciation and Amortization Expense
    
52.84
    
2,231.07
  
  

    
Profit Before Tax
    
13,140.60
    
11,157.68
  
  

    
Tax Expense
    
1,395.71
    
730.21
  
  

    
Profit After Tax
    
11,744.89
    
10,546.22
  


There is a great positive performance of the company. 


2. STATE OF COMPANY’S FINANCIAL AFFAIRS 

During the year under review, the Company has recorded total revenue of Rs. 387.06
Lakhs as compared to the previous year amount of Rs. 316.95 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 


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, the Company took approvals of the Board and
Members of the Company for the Bonus Issue on the BSE SME. 


5. FUTURE OUTLOOK 

Your Company is doing well in its segment and is capable of tapping 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 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, 2023. 


9. SHARE CAPITAL 

There is no change in the Authorized Share Capital of the Company during the Financial
Year ended 31st March, 2023. 


  

    
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
    
RIVA MAINI
  
  

    

    
Compliance Officer
    

  


After 01-April-2023 following changes have occurred till AGM None. 


11. MEETINGS OF THE BOARD AND COMMITEES 

During the Financial Year 2022-2023, 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
  
  

    
11-05-2022
    
6
  
  

    
25-08-2022
    
6
  
  

    
31-08-2022
    
6
  
  

    
15-09-2022
    
7
  
  

    
06-10-2022
    
7
  
  

    
14-11-2022
    
7
  
  

    
03-03-2023
    
7
  



Committees: 

The Company has constituted an Audit Committee, Stakeholders Relationship Committee and
Nomination and Remuneration 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 2022 - 2023.
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.
    
11-05-2022
    
3
  
  

    
2.
    
25-08-2022
    
3
  
  

    
3.
    
14-11-2022
    
3
  
  

    
4.
    
03-03-2023
    
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 2022 - 2023. 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)
    
11-05-2022
    
3
  
  

    
2)
    
31-08-2022
    
3
  
  

    
3)
    
14-11-2022
    
3
  
  

    
4)
    
03-03-2023
    
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
2022-2023. During the year, four Nomination and Remuneration Committee meetings took place
on the dates as stated in the Table. 


  

    
Stakeholders Relationship Committee Meetings
    

    

  
  

    
S. No.
    
Date
    
Attendance
  
  

    
1.
    
11-05-2022
    
4
  
  

    
2.
    
31-08-2022
    
4
  
  

    
3.
    
14-11-2022
    
4
  
  

    
4.
    
03-03-2023
    
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, 2023, 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
  
  

    
49,750
    
1:3
  
  

    
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 2021-2022 with
median remuneration of 2022-2023). 

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, 2023 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 


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 in excess of 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. 


23. PUBLIC DEPOSITS 

During the Financial Year 2022 - 2023, 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, 2023, the Company is a Bank debt
free Company. 


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 2023, 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. Dividend distribution
policy - No dividend is being paid. (N.A.)


Business Responsibility Report - N.A. Business Responsibility and Sustainability
Report (BRSR) N.A.


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 


  

    
Harjinder Singh Jonjua
  
  

    
Managing Director
  
  

    
DIN: 00898324