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Jagatjit Industries Ltd.

BSE: 507155 Sector: Consumer
BSE 00:00 | 12 Aug 62.60 -0.35






NSE 05:30 | 01 Jan Jagatjit Industries Ltd
OPEN 63.15
52-Week high 86.95
52-Week low 53.10
P/E 481.54
Mkt Cap.(Rs cr) 289
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 63.15
CLOSE 62.95
52-Week high 86.95
52-Week low 53.10
P/E 481.54
Mkt Cap.(Rs cr) 289
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jagatjit Industries Ltd. (JAGAJITIND) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 76th [Seventy sixth]Annual Report on the business and operations of your Company along with the AuditedFinancial Statements for the Financial Year ended March 312021.


The Board Report is prepared on the basis of standalone financialstatements of the Company. The Company's financial performance for the year under reviewalong with previous year's figures is given hereunder:

[Rs in Lacs]

2020-21 2019-20
Profit/[Loss] for the year after charging all expenses excluding financing charges and depreciation 4128 [1794]
Deduct : Financing Charges 3025 4211
Cash Profit/(Loss) 1103 (6005)
Deduct: Depreciation/Amortization 929 965
Profit/(Loss) for the year before taxation and exceptional Items 174 (6970)
Exceptional Items - Income 38 2868
Profit/(Loss) for the year before taxation and after exceptional Items 212 (4102)
Tax Expenses
- Derecognition of MAT Credit - 968
- Deferred Tax [Benefit]/Charge - [244]
Profit/(Loss) after tax from discontinuing operations 291 (61)
Profit/(Loss) after tax for the year 503 (4887)
Other Comprehensive Income
- Re-measurement [Gains]/Losses on defined Benefit Plans [74] 278
- Tax Impact on Re-measurement [Gains]/Losses on defined Benefit Plans - -
Total Comprehensive Income for the period 577 [5165]


During the year under review the Gross Turnover [including income fromServices & Other Sources] was Rs 45057 Lacs as compared to Rs 27331 Lacs during theprevious year. The Company incurred profit before taxation of Rs 212 Lacs as compared toloss before taxation of Rs 4102 Lacs during the previous year.

The outbreak of Covid-1 9 continues to cause significant disturbancesand slowdown of economic activities globally. With the relaxations granted by the StateGovernment of Punjab in the restrictions/ lockdown the operations of distillery and fooddivision were resumed from 11th April 2020. Further the Company entered into "HandSanitizer" segment and tied up with various parties for manufacturing/job work ofhand sanitizers for sales.

During the year under review capacity expansion for Malted Milk FoodDivision [MMF] was done with oven automation and change of vacuum system in order toincrease capacity by around 4880 MT per annum.

The Company is continuously focusing on production of Extra NeutralAlcohol [ENA] and has positive bearing on the performance of the Company in FY 2020-21 byutilizing its capacity and expects reasonable overall growth in coming years also. Duringthe year the Company launched its IMFL Brand "AC Black Pure Grain Whisky" in thestate of Assam and secured its position in top three selling brands of IMFL in Assam. TheCompany also launched its prestigious scotch whisky "KH8- Damn Good Scotch" inthe state of Punjab Andhra Pradesh and Rajasthan.

Due to Covid-1 9 situation the rental income from real estateproperties suffered a setback due to vacancy/reduction in rentals during the year underreview. The impact is expected to continue during the current financial year too. Based onthe current indicators of future economic conditions the Board expects to recover thecarrying amount of the assets.


In view of inadequate profits no amount has been transferred toGeneral Reserve.


In view of the inadequate profits during the year under review theBoard of Directors of your Company do not recommend any dividend.


No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which these financialstatements relate and to the date of this Report.


During the year under review there was no material change in thenature of business of the Company.


During the year under review there was no change in the Authorized orPaid-up share capital of the Company.


During the year under review the Company has not accepted anydeposits falling within the ambit of Section 73 of the Companies Act 2013 ("theAct") and the Companies (Acceptance of Deposits) Rules 2014.

As on March 31202144 persons whose Fixed Deposits/Loans with theCompany amounting to Rs 38.18 Lacs had become due for payment during the year did notclaim their Deposits/Loans. Out of these Fixed Deposits/Loans of 4 persons amounting toRs 1.75 Lacs have since been paid.

During the year under review there has been no default in repayment ofdeposits or interest thereon.


Holding Company:

M/s LPJ Holdings Private Limited holds 83.90% voting rights in theCompany i.e Jagatjit Industries Limited and by virtue of such holding M/s JagatjitIndustries Limited continued to be subsidiary company of M/s LPJ Holdings Private Limitedas per the provision of Section 2(87) of the Companies Act 2013.

Subsidiary and Associate Companies:

During the year under review M/s. JIL Trading Private Limited M/s. L.P. Investments Limited M/s Natwar Liquors Private Limited M/s. Sea Bird SecuritiesPrivate Limited M/s. S. R. K. Investments Private Limited and M/s. Yoofy ComputechPrivate Limited continued to be the subsidiary companies of the Company.

During the year under review M/s. Hyderabad Distilleries &Wineries Private Limited continued to be an Associate Company of the Company.


The Consolidated Financial Statements of your Company for the FinancialYear 2020-21 are prepared in compliance with the applicable provisions of the Act IndianAccounting Standards ("Ind ASs") and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ((SEBI (LODR)Regulations) which shall be placed before the members in their forthcoming Annual GeneralMeeting (AGM).

In accordance with Section 129 (3) of the Act a statement containingthe salient features of the financial statement of subsidiary/ associate/ joint venturecompanies is provided as Annexure in Form AOC-1 to the consolidated financial statementsof the Company and therefore not repeated to avoid duplication.



Based on the recommendations of the Nomination and RemunerationCommittee the Board of Directors through resolution by circulation dated January 18 2021has approved the appointment [subject to the approval of Members by ordinary resolution]of Ms. Vidhi Goel (DIN: 09031993) as an Additional Non-Executive Independent Director ofthe Company to hold office for a period of 5 (Five) years with effect from January 182021.

Accordingly Ms. Vidhi Goel would hold office up to the date of theensuing AGM. In terms of Section 149 and other relevant provisions of the Companies Act2013 Ms. Vidhi Goel being eligible is proposed to be appointed as an IndependentDirector for a term of 5 (five) years with effect from January 1 8 2021. Notice proposingher candidature under Section 160 of the Act has been received from a Member of theCompany.

Your Company has received necessary declarations from Ms. Vidhi Goelthat she meets the criteria of independence as laid down under the Act read with ScheduleIV and Rules made thereunder as well as SEBI (LODR) Regulations including any amendmentthereof. The Board considered the independence of Ms. Vidhi Goel in terms of aboveprovisions and is of the view that she fulfills / meets the criteria of independence.

The Board is of the opinion that it would be in the interest of theCompany to avail services of Ms. Vidhi Goel as Director of the Company and accordinglyrecommends her appointment.

Mr. Ravi Manchanda (DIN: 001 52760) Managing Director of the Companywas last appointed by the Shareholders of the Company in the Annual General Meeting heldin the year 2019 for a term of 2 (Two) years with effect from 27th April 2019.Accordingly the Board of Directors upon the recommendation of the Nomination andRemuneration Committee in its meeting held on 13th February 2021 has approved there-appointment of Mr. Ravi Manchanda as Managing Director of the Company for another termof 2 (Two) years with effect from 27th April 2021. The re-appointment is subject toapproval of the Shareholders in the ensuing AGM. In view of the contribution of Mr. RaviManchanda during his tenure the Board recommends his re-appointment as Managing Directorfor a further period of two years.

Retirement by Rotation

In accordance with the provisions of Section 1 52 of the Act and interms of the Articles of Association of the Company Mrs. Sushma Sagar (DIN: 02582144)Non-Executive Director is liable to retire by rotation at the ensuing AGM and beingeligible offers herself for re-appointment. Your Board recommends her re-appointment.


During the year under review Ms. Sonya Jaiswal independent Directorresigned from the Board with effect from 9th November 2020. The Board places on recordits sincere appreciation for the valuable services rendered by Ms. Sonya Jaiswal duringher tenure as Director of the Company.

Key Managerial Personnel

During the year under review Mr. Ravi Manchanda Managing DirectorMr. Anil Vanjani Chief Executive Officer Mr. Anil Girotra Chief Financial Officer andMr. Roopesh Kumar Company Secretary continued to be the Key Managerial Personnel of yourCompany.

Mr. Anil Girotra Chief Financial Officer (CFO) of the Company retiredw.e.f. 1st April 2021 and consequently ceased to act as CFO (Key Managerial Personnel) ofthe Company w.e.f. 1st April 2021. On the recommendation of the Nomination &Remuneration Committee of the Board of Directors of the Company the Board of Directors attheir meeting held on May 31 2021 has appointed Mr. Anil Vanjani Chief Executive Officerof the Company to also act as Chief Financial Officer (CFO) of the Company w.e.f. 1stJune 2021.


The number of meetings of the Board and various Committees thereof areset out in the Corporate Governance Report which forms part of this report. Theintervening gap between the meetings was within the period prescribed under the Act andSEBI (LODR) Regulations as applicable.


Pursuant to Section 1 34(3) (c) read with Section 134 (5) of the Actthe Directors state that:

(a) in the preparation of Annual Accounts for the year ended March312021 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;

(b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts of the Company on agoing concern basis;

(e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

(f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Details in respect of frauds reported by auditors:

There was no instance of fraud reported by the Auditors.


Your Company has received necessary declarations from each IndependentDirector that he/she meets the criteria of independence as laid down under the Act readwith Schedule IV and Rules made thereunder as well as SEBI (LODR) Regulations includingany amendment thereof. The Board considered the independence of each of the IndependentDirectors in terms of above provisions and is of the view that they fulfill / meet thecriteria of independence.


In accordance with the provisions of Section 178(1) of the Act readwith Rules made thereunder and SEBI (LODR) Regulations based on the recommendations ofthe Nomination and Remuneration Committee the Board of Directors of the Company haveapproved a policy on nomination and remuneration of Directors Key Managerial Personneland other employees including criteria for determining qualifications positiveattributes independence of a director and other matters provided u/s 178(4). The broadparameters covered under the Policy are :

• Principle and Rationale

• Company Philosophy

• Guiding Principles

• Nomination of Directors

• Remuneration of Directors

• Evaluation of the Directors

• Nomination and Remuneration of the Key Managerial Personnel(other than Managing/ Whole-time Directors) Key- Executives and Senior Management.

• Remuneration of other employees.

The Company's Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Act is givenin separate Annexure to this report. The policy is also available on the website of theCompany i.e.

The above Annexure is not being sent along with this Report to themembers of the Company in line with the provisions of Section 136 of the Act. Theaforesaid Annexure is available for inspection by Members at the Registered Office of theCompany up to the date of the ensuing AGM during the business hours on working daysexcept Saturdays. Members who are interested in obtaining these particulars may write tothe Company Secretary at the Registered Office of the Company.


Pursuant to the provisions of Section 134 (3) (p) of the Act and therules made thereunder the Board was required to carry out the Annual PerformanceEvaluation of the Board its Committees and individual Directors. Additionally as perprovision of Regulation 1 7 (10) of SEBI (LODR) Regulations and Schedule IV of the Actthe performance evaluation of the independent directors was also to be done by the Boardof Directors. Accordingly the Board has carried out the annual evaluation of theDirectors individually including the Independent Directors (wherein the concerned directorbeing evaluated did not participate) Board as a whole and following Committees of theBoard of Directors:

i] Audit Committee;

ii] Nomination and Remuneration Committee;

iii] Stakeholders' Relationship Committee; and

iv] Corporate Social Responsibility Committee.

The evaluation concluded by affirming that the Board as a whole as wellas all of its Members individually and the Committees of the Board continued to displaycommitment to good governance ensuring a constant improvement of processes andprocedures.

It was acknowledged that every Director and the Committee of the Boardcontributed its best in the overall performance of the Company.


In accordance with the provisions of Section 92 of the Act read withthe Companies [Management and Administration] Rules 2014 the extract of Annual Return ofthe Company in Form MGT- 9 is available on the website of the Company at


The Members of the Company vide their resolution passed at the 72nd[Seventy Second] AGM read with their resolution passed through postal ballot on 10thNovember 2017 appointed M/s. Madan & Associates Chartered Accountants [FirmRegistration Number 000185N] as the Statutory Auditors of the Company who shall holdoffice of Statutory Auditors until the conclusion of ensuing AGM of the Company.

Upon the recommendation of the Audit Committee the Board of Directorsapproved and recommend for shareholders' approval the appointment of M/s V. P. Jain &Associates Chartered Accountants New Delhi [FRN 01 5260N] as Statutory Auditors of theCompany for a term of 5 [five] years to hold office from the conclusion of this 76thAnnual General Meeting until the conclusion of the 81st Annual General Meeting of theCompany to be held in the calendar year 2026.

The Company has received their written consent and a certificate dated26.07.2021 that they satisfy the criteria provided under Section 141 of the Companies Act2013 and that the appointment if made shall be in accordance with the applicableprovisions of the Act and rules framed thereunder.

Accordingly the Board recommends the resolution in relation toappointment of Statutory Auditors for the approval by the Members of the Company.

The observations of Statutory Auditor in its reports on standalone andconsolidated financial statements are self-explanatory and therefore do not call for anyfurther comments. The Auditors' Report does not contain any qualification reservation oradverse remarks.


Pursuant to the provisions of Section 204 of the Act read withcorresponding Rules framed thereunder M/s. Saqib & Associates Company Secretarieswere appointed as the Secretarial Auditors of the Company to carry out the SecretarialAudit of secretarial and related records of the Company for the Financial Year ended March31 2021

A Secretarial Audit Report submitted by the Secretarial Auditors inForm No. MR-3 forms part of this report and is annexed herewith as Annexure-1.


A Secretarial Compliance Report for the financial year ended March 312021 on compliance of all applicable SEBI Regulations and circulars/guidelines issuedthereunder as received from M/s Saqib & Associates Secretarial Auditors wassubmitted to the Bombay stock exchange.


In terms of Section 148 of the Act and the Companies [Cost Records andAudit] Rules 2014 and any amendment thereto Cost Audit for the Financial Year 2020-21 isnot applicable to the Company. However in view of increased turnover of Extra NeutralAlcohol [ENA] Cost Audit has become applicable for the Financial Year 2021-22.

Pursuant to the provisions of the Section 148[3] of the Companies Act2013 read with the Companies [Audit & Auditors] Rules 2014 the Board of Directors ofyour Company on the recommendation of the Audit Committee has appointed M/s. P. K. Verma& Co. Cost Accountants as Cost Auditors for the financial year 202122. Theremuneration of the Cost Auditors is subject to the ratification of the Members in theensuing Annual General Meeting.


The Company generally has in place adequate Internal Financial Controlswith reference to financial statements. During the year such controls were tested andthe Auditors reported that the Company generally has in all material respects anadequate internal financial controls system over financial reporting and such internalfinancial controls were generally operating effectively as at March 312021. In someareas the controls were effective but need to be further strengthened. The Company istaking necessary steps to further strengthen the same. The report on the InternalFinancial Control issued by M/s. Madan & Associates Chartered Accountants theStatutory Auditors of the Company in view of the provisions under the Act is annexed tothe Audit Report on the Financial Statements of the Company.


Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statementsand for the sake of brevity; the same are not being reproduced here.


All contracts / arrangements / transactions entered into by the Companywith Related Parties as defined under the Act and SEBI [LODR] Regulations during theFinancial Year 2020-21 were at arm's length basis and in the ordinary course of business.As per the provisions of Section 188 of the Act and Rules made thereunder read withRegulation 23 of SEBI [LODR] Regulations your Company has obtained necessary approval ofthe Audit Committee before entering into such transactions and the same has been reviewedperiodically.

Your Company has framed a Policy on Related Party Transactions inaccordance with SEBI (LODR) Regulations and as per the amended provisions of the Act. ThePolicy intends to ensure that proper reporting approval and disclosure processes are inplace for all transactions between the Company and related parties. The policy is uploadedat the website of the Company at

During the year the Company has not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the aforesaid Policy of the Company on Related Party Transactions.

None of the transactions with any of the related parties were inconflict with the interest of the Company. Rather they synchronised and synergised withthe Company's operations. Attention of Members is drawn to the disclosure of transactionswith the related parties set out in Note No. 39 of the Standalone Financial Statementsforming part of the Annual Report.

Since all the transactions which were entered into during the FinancialYear 2020-21 were on arm's length basis and were in the ordinary course of business andthere was no material related party transaction entered by the Company during theFinancial Year 2020-21 as per Related Party Transactions Policy hence no details arerequired to be provided in Form AOC-2 prescribed under Clause (h) of Sub-section (3) ofSection 1 34 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014.


The composition role functions and powers of the Corporate SocialResponsibility (CSR) Committee of the Company are in accordance with the requirements ofthe Act. Presently the CSR Committee comprises of Mrs. Kiran Kapur (IndependentDirector); Mrs. Anjali Varma (Non-Executive Director) and Mr. Ravi Manchanda (ManagingDirector) as Members.

The CSR Policy of the Company as approved by the CSR Committee is alsoavailable on the website of the Company at

During the year under review the Company did not meet the requirementsof Section 135(5) of the Act therefore no such activities were required to be undertakenby the Company.


The Company is aware of the risks associated with the business. Itregularly analyses and takes corrective actions for managing / mitigating the same. YourCompany's Risk management framework ensures compliance with the provisions of SEBI (LODR)Regulations. Your Company has institutionalized the process for identifying minimizingand mitigating risks which is periodically reviewed. Some of the risks identified and beenacted upon by your Company are: securing critical resources; ensuring sustainable plantoperations; cordial relations with the workers ensuring cost competitiveness includinglogistics; maintaining and enhancing customer service standards and resolvingenvironmental and safety related issues.

The Board of Directors has adopted a formal Risk Management Policy forthe Company and the same is available at the website of the Company at Policy outlines the parameters of identification assessment monitoring andmitigation of various risks which are key to business objectives.


The information required to be disclosed in the Board's Report pursuantto Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 for the year ended March 31 2021 is given in aseparate Annexure to this report.

The above annexure is not being sent along with this Report to theMembers of the Company in line with the provision of Section 1 36 of the Act. Theaforesaid Annexure is available for inspection by Members at the Registered Office of theCompany upto the date of the ensuing AGM during the business hours on all working daysexcept Saturdays. Members who are interested in obtaining these particulars may write tothe Company Secretary at the Registered Office of the Company.


The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 1 34(3)(m) ofthe Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 forms part of thisreport and is annexed herewith as Annexure-2.


Your Company upholds the standards of governance and is compliant withthe Corporate Governance provisions as stipulated under SEBI (LODR) Regulations in bothletter and spirit. The Company's core values of honesty and transparency have since itsinception been followed in every line of decision making. Setting the tone at the topyour Directors cumulatively at the Board level advocate good governance standards at theCompany. Your Company has been built on a strong foundation of good Corporate Governance.

Parameters of Statutory compliances evidencing the standards expectedfrom a listed entity have been duly observed and a Report on Corporate Governance as wellas the Certificate from a firm of Practicing Company Secretaries confirming compliancewith the requirements of Regulation 34 read with Schedule-V of the SEBI (LODR) Regulationsforms part of this report and is annexed herewith as Annexure-3 and 4 respectively.


The Management Discussion and Analysis Report as stipulated underRegulation 34 read with Schedule-V of the SEBI (LODR) Regulations is presented in separatesection forming part of the Annual Report.


The shares of your Company are listed on the BSE Limited. The Listingfees for the Financial Year 2021-22 has been paid to the BSE Limited.


The Company takes regular steps for R&D in the manufacturingprocess and optimum utilization of its resources. No major capital investment was made forR&D during the year under review.


Statements in the Board's Report and the Management Discussion &Analysis describing the Company's objectives expectations or forecasts may be forwardlooking within the meaning of applicable security laws and Regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include economic and political conditions in India andother countries in which the company operates volatility in interest rates changes ingovernment regulations and policies tax laws statutes and other incidental factorsincluding prevailing Covid-1 9 conditions throughout the world. The company does notundertake to update these statements.


The Company is committed to providing and promoting a safe and healthywork environment for all its employees. The Company has in place an Anti Sexual Harassmentpolicy in line with the requirements of The Sexual Harassment of women at the Workplace(Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment.

(a) number of complaints filed during the financial year - Nil

(b) number of complaints disposed of during the financial year - Nil

(c) number of complaints pending as on end of the financial year - Nil


Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transaction on these items during the yearunder review:-

1. Issue of equity shares with differential voting rights as todividend voting or otherwise.

2. The Managing Director of the Company does not receive anyremuneration or commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

4. Sweat Equity Shares.

5. Further the Board of Directors also confirm that the Company is inthe regular compliance of applicable provisions of Secretarial Standards issued by theInstitute of Company Secretaries of India.


The Directors wish to place on record their appreciation for thesincere services rendered by employees of the Company at all levels during Covid times.Your Directors also wish to place on record their appreciation for the valuableco-operation and support received from the Government of India State Governments theBanks / Financial Institutions and other stakeholders such as shareholders customers andsuppliers among others. The Directors also commend the continuing commitment anddedication of the employees at all levels which has been critical for the Company'ssuccess. The Directors look forward to their continued support in future.

For and on behalf of the Board
For Jagatjit Industries Limited
Ravi Manchanda Anjali Varma
Date: August 14 2021 Managing Director Director
Place: New Delhi (DIN.001 52760) (DIN. 01250881)