TO THE SHAREHOLDERS
Your directors are pleased to present the Annual Report of your Company and theCompany's Audited Financial Statements for the financial year ended 31stMarch 2021.
| || ||(Rs. in lacs) |
| ||Year ended 31st March 2021 ||Year ended 31st March 2020 |
|Profit before Finance Cost Depreciation and Tax ||(784.81) ||1081.80 |
|Finance Cost ||590.01 ||656.43 |
|Depreciation and Amortisation ||355.40 ||386.05 |
|Profit / (Loss) Before Tax ||(1730.22) ||39.32 |
|Provision for Tax: || || |
|- Current Tax || ||- |
|- Deferred Tax (Assets) / Liabilities ||18.30 ||67.00 |
|Profit / (Loss) After Tax ||(1748.52) ||(27.68) |
|Other Comprehensive Income ||789.16 ||(45.11) |
|Total Comprehensive Income ||(959.35) ||(72.79) |
Your directors do not recommend any dividend on Equity and Preference Shares in view ofcarry forward loss.
During the year sales/income from operations was Rs.66.36 Crores compared to previousyear Rs.126.96 Crores. Operations were adversely affected due to unprecedented covid-19virus resulting in strict lockdowns imposed by the Central Government across the countryfrom 23rd March 2020 to 17th May 2020 followed by subsequent intermittent lock downsimposed by the respective State Governments from time to time. During these periods yourcompany had to suspend its manufacturing operations at different units.As and whenoperations resumed normalcy inproduction could not be attained due to acute shortage ofManpower. Moreover raw jute crops was also less in the previous season due to less sowingas large crop was damaged by Amphan Cyclone which hit the State of West Bengal on 22nd may2020.Management discussion and analysis report annexed with this report provides furtherinformation/details on theperformance future Outlook etc.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company during the year underreview.
EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT
on 13th August 2021 the company entered into a development agreement with a real estatedeveloper for joint development of the company's land admeasuring 13.69 Acres of theShalimar unit (free from all labour liabilities) situated at 39 Shalimar RoadHowrah-711103 West Bengal.
As per the terms of the agreement the developer has undertaken the full responsibilityfor the development of the said land at its own cost whereas your company as owner of theland will receive an aggregate sum of Rs. 66.26 Crores in phased manner over a period oftime .
RISK MANAGEMENT FRAMEWORK
Your company has a Risk Management Framework approved by the Board of Directors. TheRisk Management Framework provides the mechanism for risk assessment and its mitigation.The Risk Management framework which has been entrusted to Executive Director &CFO forimplementation/administration is being periodically reviewed by the Audit Committee andthe Board of Directors.
None of the risks the company is exposed to as described in appropriate part offinancial statements and Management Discussion and Analysis Report appears significantenough from the standpoint of the existential risk.
DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN IN WORKPLACE
During the year under review no complaint of sexual harassment has been received fromany women employee.
PARTICULARS OF EMPLOYEES
There was no employee who was in receipt of remuneration exceeding the limit specifiedin Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Personnel) Rules2014.
CHANGES IN SHARE CAPITAL
During the year there was no change in paid up Equity Capital and preference capital ofthe Company.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on the date of thisreport.
i) Mr. Nirmal Pujara Managing Director upto 14th February 2021 with change of thedesignation from 15th February 2021 as Whole Time Director on the revised terms andconditions subject to approval of the shareholders for which resolution is being proposedin the ensuing Annual General Meeting with explanatory statement.
ii) Mr. Lalanjee Jha was appointed as Additional Director with effect from 14thNovember 2020 and reappointed in last AGM dated 30th December 2020 for the tenure of threeyears with change in his designation as Executive Director and CFO with effect from 14thNovember 2020.
iii) Mr. Pintu Singh was Company Secretary upto 6th September 2020 Mr. Goutam Mondalwas Company Secretary from 14 November 2020 to 1stJanuary 2021 and Mr. Gopal SharmaPresently the Company Secretary with effect from 30th June 2021.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
Particulars as required Under Section 134 (3)(m) of the Companies Act 2013 read withRule 8 (3) of the Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption foreign exchange earnings and outgo are set out in a separatestatement attached to this report and forms part of it.
In accordance with the provisions of Section 152 of the Companies Act 2013 and Articlesof Association of the Company Mr. D J Wadhwa Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.The Board recommends his reappointment for approval of the members. The brief profile ofMr. Wadhwa is given in the Notice convening the Annual General Meeting. As per Regulation17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 aspecial resolution is required to be passed for his reappointment in view of his havingattained the age of more than 75 years. Accordingly a special resolution is proposed inthe Notice of Annual General Meeting.
Mrs. Mina Agarwal was appointed as an Additional Independent Director of the Companywith effect from 10th March 2021. She shall hold office upto the date of the ensuringAnnual General Meeting of the Company and being eligible has offered herself forreappointment as an Independent Director. The Board has received the consent from Mrs.Mina Agarwal to act as an Independent Director of the Company.
During the year under review Mr. Pintu Singh Company secretary has resigned on06.09.2020 from the post and further in his place Mr. Gautam Mondal who was appointed on14.11.2020 has resigned from the post of Company Secretary on 01.01.2021.
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of Managerial Remuneration as required under section 197 (12) read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given as Annexure I of this Report.
STATUTORY AUDITORS & AUDITORS REPORT
M/s. G. Basu& Co. Chartered Accountants (ICAI FRN 301174E) has been appointed asStatutory Auditors of the Company at the Annual General Meeting held on 21stSeptember2017for a term of Five consecutive years i.e. upto the conclusion of Annual GeneralMeeting to be held in the year 2022.
The Auditors' Report on the Financial Statements for the year ended March 31st 2021does not contain any qualification reservation or adverse remark. The Auditors have notreported any fraud during the year.
Pursuant to provisions of Section 148(1) of the Companies Act 2013 your Board ofDirectors have re-appointed M/s. M/s N Radhakrishnan & Co. Cost Accountants (FirmRegn No..000056) as Cost Auditors of the Company for the Financial year 2021-2022for conducting the Audit of Cost records maintained by the company. The Audit of Costrecords is in progress and report will be filed with the authority within the prescribedtime period in accordance with the Act and relevant rules made thereunder. A proposal forratification of remuneration of cost Auditors for the FY 2021-22 will be placed before themembers of the Company at the ensuing AGM for ratification/approval.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Provisions of Section 134 (5) of the Companies Act 2013your Directors haveconfirmed that:
a) In the preparation of the Annual Accounts for the Financial Year ended 31st March2021 the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;
b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of theprofit/(loss) of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Annual Accounts for the financial year ended 31st March 2021have been preparedon a going concern basis;
e) They have laid down internal financial controls for the Company which are adequateand are operating effectively and
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
Pursuant to provisions of section 92(3) of the Companies Act 2013 read with rule 12(1)of the Companies (Management and Administration) Rules 2014 an extract of Annual Returnin MGT- 9 is available on the website of the companyi.ewww.jute-world/financials/annualreport
The Board of Directors have Re-Appointed M/s K. Arun& Co. Company Secretaries(C.O.P. 2270) to carry out the Secretarial Audit for the Financial Year 2021-22.
The Secretarial Audit Report for the Financial Year ended 31st March 2021 is given asAnnexure II.
The Report of Secretarial Auditors does not contain any Qualification Reservation orAdverse Remark.
The Board of Directors have Appointed M/s.Vimal&Seksaria. A Firm of CharteredAccountants to carry out the Internal Audit for the Financial Year 2021-22
MEETINGS OF THE BOARD
Four Meetings of the Board of Directors were held during the year ended 31st March2021. Details of composition of Board Attendance of each Director etc. are provided inthe "Report on Corporate Governance".
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Provisions of section 129(3) of the Companies Act 2013 and INDAS-103/110 Consolidated Financial Statements presented by the Company include theFinancial Statements of its Subsidiary Company viz. Champdany Constructions Limited.
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARY COMPANY
Particulars as required under Section 129 (3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 the salient features of the financial statementof company's subsidiary viz. Champdany Constructions Ltd is given in Form AOC 1 as AnnexureIII.
LISTING WITH THE STOCK EXCHANGE
The Company's shares are listed on the BSE Ltd. (BSE) and Annual Listing Fees forfinancial year 2021-22 has been paid to the Stock Exchange.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant & Material Orders relating to settlement of tax liabilitiesoperation of patent rights depression in market value of investments institution ofcases by or against the company sale or purchase of capital assets or destruction of anyasset etc. were passed by the Regulators for or against the Company during the financialyear ended 31st March 2021.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made affecting the financial position ofthe Company between 1st April2021s and 28th August2021 which is the date of the report.
SUSPENSION OF WORK
During the year under review Wellington Jute Mill (WJM) Unit have been subject tosuspension of work for 123 days due to covid and other reasons.
Again Yarn Unit Rishra have been subject to suspension of work for 146 days duringthe year under review due to covid and other reasons.
Further Fine Yarn Unit have been subject to suspension of work for 67 days during theyear under review due to covid and other reasons.
Flax Unit have been subject to suspension of work from for 136 days during the yearunder review due to covid and other reasons.
Further WJM unit situated at Rishra &Fine Yarn Unit at Jagatdal have been subjectedto suspension of work from 28.02.2021 and 12.07.2021 respectively due to escalation ininput cost and deterioration in industrial relationship.
However there has been marked improvement in situation subsequently with thepossibility of reopening the two unit in near future.
INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS AND ITSADEQUACY
The Company has adequate Internal Financial Controls with reference to the FinancialStatements.The Company's internal control system is commensurate with the size scale andcomplexity of its operations. The system encompasses the major processes to ensurereliability of financial reporting compliance with policies procedures laws andregulations safeguarding of assets and economical and efficient use of resources.
The Internal Audit has been carried out by M/s M. C. Bhandari & Co. CharteredAccountants.
The internal Auditors continuously monitor the efficacy of Internal Financial Controlsystem with the objective of providing to the Audit Committee and the Board of Directorsan independent objective and reasonable assurance on the adequacy and effectiveness ofthe Company's risk management with regard to inter alia Internal financial Control systemwith reference to the financial statements.
The Audit Committee of your Board Periodically reviews the Internal Audit Reportsubmitted by the Internal Auditors. The Audit Committee also meet the Company's StatutoryAuditors to ascertain their views on the financial statements including the financialreporting system and compliance to accounting policies and procedures followed by theCompany.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Particulars of Investments made by the Company have been disclosed in note no.38 to theStandalone Financial Statements for the Financial Year Ended 31st March 2021. The Companyhas not given any loan during the year.
PARTICULARS OF CONTRACTS ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES
During the year under review the Company has not entered into any contract /arrangement with related parties which are materially significant.
All contracts/ arrangements entered into by the Company with its Related Parties asdefined under the Companies Act 2013 read with Regulation 23 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015during the year were in the ordinary courseof business and at arm's length price. Thus provisions of Section 188 are not attractedwhich have been duly disclosed in Note No. 32to the Standalone Financial Statements forthe Financial Year Ended 31st March 2021.
PREVENTION OF INSIDER'S TRADING
In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations 2015 asamended up-to-date the Company has adopted a model Code of Conduct for prevention ofInsider Trading in the shares and securities of the Company. The Code inter aliaprohibits purchase sale of shares of the Company by the Directors Officers andDesignated Employees while in possession of the unpublished price sensitive information inrelation to the Company. The Company Secretary is the Compliance Officer for the purposeof these Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34 of the Listing Regulations is presented in a separate section forming partof this Annual Report.
The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance as prescribed by SEBI. The Report on Corporate Governance anda Certificate from the Auditors of the Company certifying compliance of conditions ofCorporate Governance are attached hereto and form part of the Directors' Report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires the conduct of all operations in such a mannerso as to ensure safety of all concerned compliance of statutory and industrialrequirements for environment protection and conservation of natural resources to theextent possible.
Industrial Relations in all units and branches of the Company remained generallycordial and peaceful throughout the year except Units under suspension of work etc. asmentioned in Management Discussion & Analysis Report annexed herewith.
Your Directors take this opportunity to place on record their appreciation for thecontinuous support encouragement and co-operation received from the Company's bankersthe Government of West Bengal customers employees shareholders and other businessassociates.
On Behalf of the Board
Place: Kolkata (DIN08600440) Directors Dated: 28thAugust 2021 N. Pujara } (DIN00047803)
MANAGEMENT DISCUSSION AND ANALYSIS REPORT FOR
A. Industry Structure and Development:
The industry faced acute shortage of Raw jute due to less sowing as well as cycloneAmphan which hit West Bengal on 22nd May 2020 thereby damaging the jute crop.Consequently prices of Raw Jute reached exorbitant level highest ever in the history ofjute industry. Accordingly production had to be curtailed by the jute industry and it ishoped that the current year raw jute crop should provide a much-needed relief to theindustry with expectation of a good jute crop in the current year season. Although suchhigh Raw jute price were passed on to the consumers but for long-term survival of theindustry it is imperative for the industry to remain competitive with reasonable prices ofjute while keeping other cost such as wages etc. under tighter control.
B. Opportunities/Threats Risks & Concerns:
A) World over there is a move to reduce carbon foot prints and it augers well from thejute industry because of its products being bio degradable and made from natural fibers.
B) Government of India is further discouraging use of plastic packaging and jute beingnatural fibre has a greater scope for making inroads in the newer areas of applicationswith growing concerns for plastic uses.
A) Higher Raw Jute prices and low productivity with high wage cost is a cause forconcern for the industry.
B) Shortage of skilled manpower is continuing for last several years which needs to beaugmented to enhance capacities utilization which is at a low level currently.
There is expectation that because of good weather conditions ensuing raw jute cropwould be a bumper one thereby providing much needed relief to the Industry withcomfortable availability of Raw Jute at reasonable prices.
Demand for B. Twill bags from the government procurement Agencies continues to bestrong and with the expectation of normal monsoon again this year demand for B. Twill bagswould remain good however industry needs to augment production to meet the demand.
With infusion of funds from the development of its closed unit namely Shalimar asenumerated in the directors report here in above your company is taking necessary stepsto pare down its Bank borrowing considerably as well as augment its capacity utilizationin the manufacturing units. Thecompany plan to revamp certain essential infrastructureandequipmentsso as to improve productivity efficiency and optimize procurement of Raw jutestores spares etc.
Moreover your company being highly asset rich is having several parcels of land bankunder its fold situated in and around Kolkata which were acquired almost three decadesago. The Company as part of its program for monetization of non-core assets iscontinuously exploring the opportunities of monetization of such non-core assets with anaction plan to make the company completely debt free as well as to modernize itsmanufacturing process and infrastructure facilities with the objective of bringing backthe company again in the growth trajectory barring unforeseen circumstances.
D. Internal Control System & Adequacy:
The Company has an effective and adequate internal control system and procedures whichare commensurate with its size and nature of business.The Internal control systems aredesigned in such way that all the assets are safeguarded and protected against loss andall transactions are authorized recorded and reported correctly. The Audit Committeemonitors and evaluates and reviews the Internal Financial Control systems of the Company.Regular Internal Audits and checks are carried out to provide assurance that theresponsibilities at various levels are discharged effectively and that adequate systemsare in place.
E. Financial Performance with respect to Operational Performance:
Sales / Income from operation was Rs.66.36 Crore compared to Rs.126.96 Crore in theprevious year.
The Company is trying to revive the operations at Wellington Jute Mill Yarn andWeaving units at Rishra by appointing a Senior Executive for improvement of operations.Besides all feasible options are being evaluated as part of restructuring exercise.
F. Material Development in Human Resources/Industrial Relations Front:
The Company continues to rationalize its workforce and put emphasis on providingquality training under the Company's programme.
Yarn Unit and Libra Carpet Unit located at Choudwar District Cuttack Odisha WeavingUnit at Rishra Yarn and Weaving Unit at Konnagar continued to be under suspension ofwork.
G. Cautionary Statements:
Certain statements in this report may be construed as forward looking statements whichhave been made as required by laws and regulations as applicable. There are severalfactors which would be beyond the control of management and as such may affect theactual results which could be different from that envisaged.
| ||On Behalf of the Board || |
| ||M.Banerjee || |
|Place: Kolkata ||(DIN08600440) } ||Directors |
|Dated: 28thAugust 2021 ||N.Pujara || |
| ||(DIN 00047803) || |