Your Directors have pleasure in presenting the 28 (Twenty Eighth) Annual Report onthe business and operations of the Company for the year ended March 31 2020 and theAudited Financial Statement of the Company along with Auditors Report thereon.
1. FINANCIAL HIGHLIGHTS FOR 31.03.2020
(Rs. In Lacs)
| || |
Year ended on
| ||31.03.2020 ||31.03.2019 |
|Revenue from Operations ||2314.04 ||1852.20 |
|Other Income ||48.97 ||119.67 |
|Total Income ||2363.01 ||1971.87 |
|Total Expenses ||2138.88 ||1846.63 |
|Profit/Loss before Tax ||224.13 ||125.24 |
|Tax Expenses ||54.63 ||28.52 |
|Profit/Loss after Tax ||169.51 ||96.72 |
|EPS ||2.46 ||1.40 |
2. COVID -19
The WHO declared COVID-19 outbreak as a pandemic which continues to spread across thecountry. On March 23 2020 the Government of India also declared this pandemic a healthemergency and ordered temporary closure of all non-essential business imposedrestrictions on movement of goods/ materials travel etc. Accordingly production wassuspended at its all Plants. While the lockdowns and restrictions imposed on variousactivities were necessary to contain the spread it has significantly impacted thebusiness operations. Consequently revenues and profitability have been adverselyaffected. In order to mitigate some of the impact Company has taken various initiativesto manage its costs across the organization and also took actions to conserve cash whichis critical in times of crisis. This will ensure that company is able to appropriatelyaddress any challenge thrown up by the continuously evolving situation.
3. COMPANY'S PERFORMANCE AND MATERIAL CHANGES AND COMMITMENTS
The Revenue from operations grew by 24.93% during the year to ?2314.04 Lacs from ?1852.20 Lacs in previous year. The Profit after tax was ? 169.51 Lacs as against ?96.72Lacs in the previous year.
Except for impact of Lockdown due to Covid-19 there were no material changes andcommitments occurred between the end of financial year ended as on 31 March 2020 and thedate of this report which affects financial position of the Company.
4. TRANSFER TO RESERVE
An amount of Rs. 169.51 Lacs has been transferred to General Reserve for financial yearended on 31st March 2020.
The Board of Directors does not recommend any dividend for the year.
6. CHANGE IN NATURE OF BUSINESS IF ANY
During the year under review there was no change in nature of business of the company.Although In addition the Company has entered in the Electric Vehicles segment bylaunching its first series of Electric Bike under the brand name "NEUTRON".
7. DETAIL OF SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary Joint Ventures and Associate Company.
8. SHARE CAPITAL
The Paid up equity share capital as on 31st March 2020 was 688.95 Lacs.There was no public issue right issue bonus issue or preferential issue etc. during theperiod under report. The Company has not issued any shares with differential voting rightsnor granted stock options nor sweat equity during the period under report.
9. FIXED DEPOSIT / PUBLIC DEPOSITS
During the year under review the company has neither accepted nor renewed any depositsin Terms of Chapter V of the Companies Act 2013 and Rules framed there under.
The Company has repaid Rs. 65.77 Lacs unsecured Loan to Directors during the year underreview. The total outstanding balance of unsecured loan as on 31.03.2020 is Rs 41.63 Lacs.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL RE-APPOINTMENT OF DIRECTOR
In accordance with the provisions of the Companies Act 2013 Ms. Rekha Aggarwal (DIN:07887630) retires by rotation at the ensuing Annual General Meeting ('AGM') and iseligible for re-appointment. The Board of Directors has recommended her reappointment forconsideration of the Members in the Annual General Meeting.
APPOINTMENT OF DIRECTORS
During the year under review Ms. Rekha Aggarwal (DIN: 07887630) was appointed as anAdditional Director on the Board w.e.f 13.08.2019 and her appointment was approved by theshareholders in last Annual general Meeting.
KEY MANAGERIAL PERSONNEL
There was no change in the Key Managerial Personnel of the Company during the yearunder review.
11. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company had already constituted Nomination and Remuneration Committee as requiredunder SubSection (1) of Section 178 of the Companies Act 2013 comprising of Ms. RuchiAggarwal (Independent Director) Chairman of the Committee Mrs. Shikha Gupta (NonExecutive Director) Mr. Hemant Mangla (Independent Director) Members of the Committee.
The Company has also formulated a Policy on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under Section 178 (3) of the Companies Act 2013 andthe same is annexed as Annexure-I with this report.
12. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the nomination and remuneration committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
13. DECLARATION FROM THE INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
14. RELATION BETWEEN DIRECTORS INTER -SE AS PER SECTION 2(77) OF THE COMPANIES ACT 2013
|Director || |
Inter-se Relationship Between Directors
| ||Directors ||Relationship |
|f ||Rekha Aggarwal ||Wife |
|Ashish Aggarwal ||Shikha Gupta ||Sister |
There is no other inter se relation between directors as per the provisions ofCompanies Act 2013.
15. DIRECTOR RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and maintained by thecompany work performed by the Internal Statutory Secretarial Auditors and externalagencies the review performed by the management and the relevant Board Committees theBoard with the concurrence of the Audit Committee is of the opinion that the companyInternal financial controls were adequate and effective as on 31st March 2020.
Accordingly pursuant to section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their Knowledge and ability confirm:-
a) That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;
b) That we have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of financial year and of the profitand loss of the company for that period;
c) That proper and sufficient care has been taken 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) That the annual accounts have been prepared on a going concern basis;
e) That proper system to ensure compliance with the provisions of all applicable lawswere in place and that such system were adequate and operating effectively; and
f) That proper internal financial control were laid down and that such internalfinancial controls are adequate and were operating effectively.
16. STATUTORY AUDITORS AND AUDITOR'S REPORT
At the twenty-seventh AGM held on September 30 2019 the Members approved appointmentof M/s KASG & Co. Chartered Accountants (Firm Registration No. 002228C) as StatutoryAuditors of the Company to hold office for a period of five years from the conclusion ofthat AGM till the conclusion of the 32nd AGM. The requirement to place thematter relating to appointment of auditors for ratification by Members at every AGM hasbeen done away by the Companies (Amendment) Act 2017 with effect from May 7 2018.Accordingly no resolution is being proposed for ratification of appointment of statutoryauditors at the ensuing AGM and a note in respect of same has been included in the Noticefor this AGM.
The Auditor's in their report does not contain any qualification reservation oradverse remark or disclaimer.
The Auditors have not reported any fraud committed against the Company by its officersor employees during the financial year 2019-20.
17. SECRETARIAL AUDITORS
The Board has appointed M/s Mehak Gupta & Associates Practicing CompanySecretaries New Delhi to conduct secretarial audit for the financial year 2020-21.
The Secretarial Audit Report for the financial year ended 31 March 2020 is enclosed asAnnexure-II. The Secretarial Auditor in his report for the financial year 2019-20 to themembers has given one observation and the response of your Directors with respect to it isas follows:-
The observation is mentioned in the Para No.2 of VI (a) of the said report. Yourdirectors would like to reply the said observation that according to the notificationdated 18.03.2015 of Ministry of Corporate Affairs (MCA). The MCA has omitted the point no.9 of Rule 8 of Companies (Meetings of Board & its Powers) Amendment Rule 2015 ofSection 179(3) of Companies Act 2013 i.e. "To approve quarterly half yearly andannual financial statements or financial results as the case may be." By virtue ofthis amendment the Company has not filed Form MGT-14 for approval of financial statementfor the financial year 2018-19 to the Registrar of Companies. However the Company hasfiled form MGT-14 u/s 179(3) of Companies Act 2013 for approval of the Board of DirectorsReport for the financial year 2018-19 to the Registrar of Companies and complied theprovisions of Section 179(3) of Companies Act 2013.
18. COST AUDITORS
There is no statutory requirement to appoint the Cost Auditor as per Section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014.
19. CORPORATE GOVERNANCE
As per Regulation 15(2) of the listing Regulations the compliance with corporategovernance provision as specified in Regulation 17 to 27 and clause (b) to (i) ofregulation 46 (2) and para CDE of Schedule V is not applicable to the Company during theyear under review.
20. EXTRACTS OF ANNUAL RETURN
The details forming Part of the Extracts of Annual Return in Form MGT-9 as per section92(3) of the Companies Act 2013 are given as Annexure III which form part of thisreport.
The Annual Return will be hosted on website of the Company at www.jaganlamps.com afternecessary certification and filling the same with the authority.
21. BOARD MEETINGS
During the financial year 2019-20 10 (Ten) Board Meetings (03.04.2019 22.04.201930.05.2019 02.08.2019 13.08.2019 27.08.2019 14.11.2019 15.01.2020 04.02.2020 &05.03.2020) were convened and held. The detail of the attendance of Board meetingmentioned below:
|Name of Director ||Designation ||Category || |
|Board Meetings ||Last AGM |
|Mr. Ashish Aggarwal ||Managing Director ||Promoter/Executive Director ||10/10 ||Yes |
|Mrs. Rekha Aggarwal ||Director ||Promoter/Non Executive Director ||5/5 ||Yes |
|Mrs. Shikha Gupta ||Director ||Promoter/ Non Executive Director ||10/10 ||Yes |
|Ms. Ruchi Aggarwal ||Director ||Independent Non Executive Director ||10/10 ||Yes |
|Mr. Hemant Mangla ||Director ||Independent Non Executive Director ||10/10 ||Yes |
|Mr. Saras Kumar ||Director ||Independent Non Executive Director ||10710 ||Yes |
Mrs. Rekha Aggarwal (DIN: 07887630) has appointed in the Board as Director w.e.f.13.08.2019.
None of the directors of the Board serve as Member of more than 10 committees nor dothey chair more than 5 Committees as per the requirements of the Listing Agreement.
22. COMPOSITION OF AUDIT COMMITTEE
The Board has constituted an Audit Committee as required under companies act 2013which comprises of Mr. Saras Kumar as the Chairman Mrs. Shikha Gupta and Ms. RuchiAggarwal as Members of the Committee. All the recommendations made by the Audit committeewere accepted by the Board.
During the financial year 2019-20 Five Audit Committee Meetings (30.05.2019 02.08.201913.08.2019
14.11.2019 & 04.02.2020) were convened and held.
23. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE
The Board has constituted an Nomination & Remuneration Committee as required undercompanies act 2013 which comprises of Ms. Ruchi Aggarwal as the Chairman Mrs. ShikhaGupta and Mr. Hemant Mangla as the Members. All the recommendations made by the committeewere accepted by the Board.
During the financial year 2019-20 two Nomination & Remuneration Committee Meetings(03.04.2019 & 13.08.2019) were convened and held.
24. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholder relationship Committee has formed pursuant to the listing regulationsfor specifically looks in to redressal of shareholders and investors' complaints such astransfer of shares non receipt of share certificates non-receipt of Balance sheet nonreceipt of declared dividends if any and to ensure expeditious transfer process etc. Thecommittee comprises of Ms. Ruchi Aggarwal as the Chairman Mr. Saras Kumar and Mr. AshishAggarwal as Members of the committee.
During the Financial Year 2019-20 3 (Three) Stakeholders Relationship Committeemeetings (01.04.2019
15.04.2019 & 15.07.2019) were convened and held.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with Related Parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2019-20 in the prescribedformat AOC-2 is annexed as Annexure-IV to the Board Report. The policy on Related PartyTransactions has been uploaded on the website i.e. www.jaganlamps.com.
26. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review Company neither gave any Loans Guarantees nor madeInvestments which are covered under the Provisions of Section 186 of the Companies Act2013.
27. DISCLOSURE ON THE COMPLIANCE OF SECRETARIAL STANDARDS
The Directors of the Company confirm to the best of their knowledge and belief that thecompany has complied with provisions of all the applicable Secretarial Standards issued bythe Institute of Company Secretaries of India.
28. FINANCIAL YEAR
The Company follows the Financial Year commence from 1 April and ends 31 March ofsubsequent year.
29. INSURANCE OF PROPERTIES AND ASSETS OF THE COMPANY
The properties and assets of the company are adequately insured during the period underreview.
30. 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 were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future.
31. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION BETWEENTHE END OF FINANCIAL YEAR AND THE DATE OF REPORT
There were no material changes and commitments affecting Financial Position between theend of the financial year and the date of report.
32. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company's internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. Internal controls are reviewedperiodically by the internal auditor and report significant audit observations if anyand follow up actions if any to the Audit Committee. The Audit Committee reviews theadequacy and effectiveness of inter control systems commensurate with the nature of thebusiness.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO
(A) CONSERVATION OF ENERGY
The Company has continued its efforts to organize incremental improvements in energyconservation across plant locations plant equipment and technologies.
(i) Regular review of energy conservation consumption and effective control andutilization of energy.
(ii) The Company is under discussion to Install Solar power Plant.
(iii) The capital investment on energy conservation equipments:- Under Negotiations
(B) TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption:-
The Company has installed latest Technology Equipment using PLC Controls.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:- The Company is now using 58.39% of Imported raw Material duringthe financial year 2019-20 as against 62.61% until last financial Year 2018-19.
(iii) in case of imported technology- Not Applicable
(a) The details of technology imported;
(b) The year of import;
(c) Whether the technology been fully absorbed;
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
(iv) the expenditure incurred on Research and Development: NIL Your company ismanufacturing Halogen Lamps with well established technologies and hence does not requireany Research and Development efforts.
(C) FOREIGN EXCHANGE EARNING AND OUTGO
|Earnings from Exports ||884.78 |
|Outgo Import of Raw Material & Capital Goods ||931.09 |
|Foreign Travel / Mkt. Expenses ||0.00 |
|Exhibition ||3.98 |
|Commission ||12.29 |
|NET EARNING ||(62.58) |
34. RISK MANAGEMENT
Your Company has taken necessary steps for risk management including identifying riskwhich may threaten the existence/operations of the Company.
35. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
As per Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI (ListingObligations and Required Disclosures) Regulation 2015 a comprehensive Whistle Blower andVigil Mechanism Policy has been approved and implemented within the organization. Thepolicy enables employees and directors to report instances of the unethical act orsuspected incident of fraud or violation of Company's code of conduct or ethics policy.
36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
A committee has been setup to redress the complaints received regarding sexualharassment. There were no complaints received from any employee during the financial year2019-20.
37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The table containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure -V.
38. DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READWITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULE2014
(I) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2019-20:
Except the remuneration paid to Mr. Ashish Aggarwal Managing Director of the Companynone of other directors drawing remuneration from the Company.
The ratio of the remuneration of Mr. Ashish Aggarwal Managing Director to the medianremuneration of the employees is 14.27%.
(i) The percentage increase in remuneration of each Director Chief Financialofficer and Company Secretary during the Financial Year 2019-20 are as under:
|Name of Director/KMP and Designation ||% Increase in remuneration in FY 201920 |
|1 Mr. Ashish Aggarwal- (Managing Director) ||172.09% |
|2. Ms. Rekha Aggarwal (CFO) ||0.00 |
|3. Mr. Sandeep Yadav (Company Secretary ) ||0.00 |
(ii) The percentage increase in the mediation remuneration of employees of theCompany for the financial year 2019-20:
There is no increase in the mediation remuneration of employees of the company for thefinancial year 2019-20.
(iii) The number of permanent employees on the rolls of the Company as on31.03.2020:
There were 34 permanent employees on the rolls of the company as on 31.03.2020.
(iv) The average percentile increase already made in the salaries of employees otherthan managerial personnel in the last financial year i.e. 2019-20 and its comparison withthe percentile increase in the managerial remuneration and justification thereof and pointout if there are any exceptional circumstances for increase in the managerialremuneration:
There is no change in average percentile increase in the salaries of employeesexcluding the managerial personnel for financial year2019-20.
Average percentile increase in the remuneration of managerial personnel in the lastfinancial year 2019-20 was 172.09%.
(v) Particulars of employees posted and working in a country outside India notbeing directors or their relatives drawing more than 60 lakh rupees per financial year orfive lakh rupees per month:
None of the employees posted and working outside India not being directors or theirrelatives drawing more than 60 lakh rupees per financial year or five lakh rupees permonth.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI (LODR) Regulations 2015("ListingRegulations") The Management Discussion and Analysis Report for the year underreview is presented in a separate section forming part of the Annual report attached asAnnexure- VI.
40. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within preview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
The Directors thank the Company's employees customers vendors and investors for theircontinuous support.
The Directors also thank the Government of India Governments of various states inIndia Governments of various countries and concerned Government departments and agenciesfor their co-operation.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.
The Directors appreciate and value the contribution made by every member of the JAGANfamily. Their dedicated efforts and enthusiasm has been integral to your Company's growth.
| || ||For and on Behalf of the Board |
| || ||For Jagan Lamps Ltd. |
| ||Sd/- ||Sd/- |
|Dated: 28.08.2020 ||Ashish Aggarwal ||Rekha Aggarwal |
|Place : Kundli (Haryana) ||Managing Director ||Director |
| ||DIN-01837337 ||DIN-07887630 |