To the Members
Your Directors have pleasure in submitting their 27th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2020.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previousyear's figures are given hereunder:
(Audited) (Amount in Rs. )
|Particulars ||Financial Year ended 31.03.2019 ||Financial Year ended 31.03.2020 |
|Total Revenue ||743973168 ||10443681 |
|Profit before Interest Tax & Depreciation ||(376805413) ||2623407 |
|Less: Depreciation ||6913473 ||6875476 |
|Profit before Tax ||(423897017) ||(80434471) |
|Prior Period Expenses ||- ||- |
|Income Tax for Previous Years ||- ||- |
|TDS W/O ||- ||- |
|Profit before Tax after Extraordinary Items ||(423897017) ||(80434471 |
|Less: Provision for Income Tax || || |
|i) Current Tax ||- ||- |
|ii) Deferred Tax ||- ||- |
|iii) Mat Credit ||- ||- |
|iv) Excess Provision of Income tax Earlier year ||- ||- |
| || ||- |
|Net Profit/ (Loss) ||(423897017) ||(80434471) |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The turnover of the financial year 2019-2020 was Rs 10443681 and the turnover of thePrevious financial year 2018-2019 was 743973168. During the Year the Company was in lossof Rs. (80434471) and however the Board is confident that Company will start generateprofit in near future.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company is managed and controlled by a Board comprising an optimum blend ofExecutives and Non-Executive Professional Directors. Mr. Dinesh Kothari Director retiresat this Annual General Meeting and being eligible offers himself for re election.
Also during the year under review Mr. Sumit Tank was appointment as Company Secretaryand Compliance officer of the Company w.e.f. 16th March 2020.
All the Directors possess the requisite qualifications and experience in generalcorporate Management finance banking and other allied fields which enable them tocontribute effectively to the Company in their capacity as Directors of the Company.
The Composition of the Board of Directors as on March 31 2020 as follows:
|Name ||Category ||Designation ||Date of appointment ||Directorship in other Companies ||Chairmanshi p of Committees of Board of other Companies ||Membership of Committees of Boards of other companies |
|Kamala J.Kothari ||Promoter Non- Executive Director ||Non Independent Director ||28.09.2005 ||2 ||- ||- |
|Dinesh Kothari ||Promoter Executive Director ||Non Independent Director ||18.07.2012 ||2 ||- ||- |
|D. Gopi ||Independent Non- Executive Director ||Independent Director ||01.10.2015 ||- ||- ||- |
4. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. Internal financial control means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business including adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as stipulated under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2018 (SEBI LODR Regulations) is given separately forming part of this AnnualReport.
6. REPORT ON CORPORATE GOVERNANCE
Since the paid up capital of the Company is less than Rs. 10.00 Crore and Net Worth ofthe Company is Less than Rs. 25.00 Cr the Provisions of Corporate Governance are notapplicable on the Company in terms of Securities and Exchange Board of India (ListingObligation and Disclosure requirement) Regulations 2015.
(i) Statutory Auditors Pursuant to Section 139 of the Companies Act 2013 and Rulesmade thereunder the appointment of M/s. R. Chandrasekar & Co. Chartered Accountantsas the statutory auditors was approved by the Shareholders of the Company for five yearstill Annual General Meeting scheduled to be held in the year 2024 to act as StatutoryAuditors of the Company.
(ii) Secretarial Auditor & the Secretarial Audit Report Mr. Shalu Singhal prop ofM/s Shalu Singhal & Associates Practicing Company Secretary was appointed asSecretarial Auditor by the Board of Directors for the financial year 2019-20 and herreport is attached separately to this report. The Board ensures the Compliances withrespect to observation mentioned in the report in the future.
No Dividend is being proposed for the current financial year due to the carried forwardloss.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report except that the Bank has declared the Company account as NonPerforming Assets (NPA).
a) Impact of COVID-19 on Operations of Business
Due to the impact of COVID19 and in accordance with various initiatives and directionsof both central and State(s) Government from time to time including Janta Curfew andsubsequent nationwide lock down the operations of the Company were suspended at itsoffice/showroom/manufacturing unit from March 22 2020 which has negative impacted itsoperations of the Company during last week of March April and May 2020.
b) Material Impact of COVID-19 on Capital and Financial Position
As regards financial resources the financial aid if received would definitely help usto survive in near future. This will affect the profitability for the year 2020-21 whichwill be at lower level because of reduction in sales due to the impact of COVID-19lockdown and rescission in the market. None of our Assets got impaired due to COVID -19effects till date.
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as anAnnexure to this report.
12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
As the element of risk threatening the Company's existence is very minimal the riskmanagement system has yet to be implemented.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable due to carried forward loss.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review. Disclosure in FormAOC2 is furnished as an annexure to this report.
16. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS
There were no qualification reservation or adverse remarks made by the either by theAuditors.
17. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Company has formulated a policy known as Nomination and Remuneration Policy togovern the appointment and payment of remuneration to directors and KMPs. The said policyis available on website www.jrfoods.in.
18. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section92 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isupdated at the website of the Company i.e. www.jrfoods.in.
19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company held 5Board meetings during the financial year under review on following dates. 31stMay 2019 31st August 2019 14th November 2019 14thFebruary 2020 16th March 2020;
20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
23. RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developed andimplement the Risk Management Policy for the Company including identification therein ofelements of risk if any which is in the opinion of the Board may threaten the existenceof the Company. These are discussed at the meeting of the Audit Committee and the Board ofDirectors of the Company. At present the Company has not identified any element of riskwhich may threaten the existence of the Company.
24. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members
a. G. Ashokkumar
b. D. Gopi
c. Kamala J Kothari
The above composition of the Audit Committee consists of independent Directors viz.Mr. G. Ashokkumar and Mr. D. Gopi who form the majority. However Mr. G. AshokKumarresigned from the Board w.e.f. 22nd April 2019.
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee for reporting issues concerning the interests of co employees and the Company.The Whistle Blower Policy is available on the website of the company viz. www.jrfoods.in
Nomination and Remuneration Committee
The Remuneration Committee consisted of the following Directors.
1. Mrs. Kamala J. Kothari
2. Mr. G. Ashokkumar
3. Mr. D. Gopi
Mr. G. AshokKumar resigned from the Board w.e.f. 22nd April 2019.
Stakeholders' Relationship Committee.
Stakeholders' Relationship Committee consisting of Mr. Dinesh Kothari and Mr. D Gopi.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
c. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
d. BONUS SHARES
No Bonus Shares were issued during the year under review.
e. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
29. HUMAN RESOURCES
There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.
During the year under review relationship with the employees is cordial.
30. FORMAL ANNUAL EVALUATION
The Nomination and Remuneration Committee of the Company has formulated EvaluationPolicy during the year which was approved by the Board of Directors. The Policy providesfor evaluation of the Board the Committee of the Board and individual Directorsincluding the Chairman of the Board. The policy provides that evaluation of theperformance of the Board as a whole Board Committees and Directors shall be carried outon an annual basis.
31. FAMILIARIZATION PROGRAM
The company regularly communicates with all Independent Directors to provide detailedunderstanding of the activities of the company including specific projects either at themeeting of the Board of Directors or otherwise. The induction process is designed to buildan understanding of the company's business and the markets to equip the Directors toperform their role on the Board effectively. Independent Directors are also taken throughvarious business situations nature of the industry business model etc by way ofpresentations and discussions. The details of directors induction and familiarization areavailable on the company's website at www.jrfoods.in.
32. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) anddeclarations as to compliance with the Code of Conduct of the Company.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS || |
| ||Sd/- ||Sd/- |
| ||KAMALA J KOTHARI ||DINESH KOTHARI |
|Date : Puducherry ||DIN: 00005321 ||DIN: 00850924 |
|Place: 3rd September 2020 ||Director ||Director |