Your Directors have pleasure in presenting the 73rd (Seventy Third) AnnualReport on the business and operations of your Company along with the Audited FinancialStatements for the Financial Year ended March 31 2018.
The Board Report is prepared on the basis of standalone financial statements of theCompany. The Company's financial performance for the year under review along with previousyear's figures is given hereunder:
| ||(Rs.in Lacs) |
| ||2017-18 ||2016-17 |
|Profit/(Loss) for the year after charging all expenses excluding financing charges and depreciation ||(642) ||(3469) |
|Deduct : Financing Charges ||5509 ||4904 |
|Cash Profit/(Loss) ||(6151) ||(8373) |
|Deduct: Depreciation/Amortisation ||1212 ||1272 |
|Profit/(Loss) for the year before taxation ||(7363) ||(9645) |
|Tax Expenses || || |
|Current Tax || || |
|-MAT Credit Reversal ||- ||99 |
|-Previous Year Tax Adjustment ||5 ||(447) |
|-Deferred Tax (Benefit)/Charge ||(357) ||372 |
|-Profit/(Loss) after tax from discontinuing operations ||(396) ||(1759) |
|Profit/(Loss) after tax for the year ||(7407) ||(11428) |
|OTHER Comprehensive Income || || |
|- Re-Measurement (gains)/Losses on defined Benefit Plans ||39 ||406 |
|- Tax Impact on Re-Measurement (gains)/Losses on defined Benefit Plans ||(13) ||(139) |
|Total Comprehensive Income for the period ||(7433) ||(11695) |
State of Company's Affairs
During the year under review the gross Turnover (including income from Services &OTHER Sources) was Rs.56710 Lacs as compared to Rs.84758 Lacs during the previous year.The Company incurred a loss before taxation of Rs.7363 Lacs as compared to loss beforetaxation of Rs.9645 Lacs during the previous year.
To meet its fund requirements to dilute its high interest rate loans and to provideworking capital the Company has entered upon an agreement subject to permission ofauthorities to sell for development and thereafter disposal of part of leasehold land ofits glass unit which is non-operational since April 2013 situated at Plot No. 17 SiteNo. 4 Sahibabad Industrial Area Sahibabad ghaziabad. The Company is hopeful of receiptof formal approval shortly.
Transfer to General Reserve
In view of losses no amount has been transferred to general Reserve.
In view of the losses incurred by the Company during the year under review the Boardof Directors of your Company do not recommend any dividend.
Material Changes and Commitments if any Affecting the Financial Position of theCompany
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this Report.
Change in the Nature of Business if any
During the year under review there was no change in the nature of business of theCompany.
During the year under review there was no change in the Authorised or Paid-up sharecapital of the Company.
During the year under review the Company has not accepted any deposits falling withinthe ambit of Section 73 of the Companies Act 2013 ("the Act") and the Companies(Acceptance of Deposits) Rules 2014.
As on March 31 2018 118 persons whose Fixed Deposits/Loans with the Company amountingto Rs.71.42 Lacs had become due for payment during the year did not claim theirDeposits/Loans. Out of these Fixed Deposits/Loans of 06 persons amounting to Rs.4.30 Lacshave since been paid.
During the year under review there has been no default in repayment of deposits orinterest thereon.
Subsidiary and Associate Companies
During the year under review M/s. JIL Trading Private Limited M/s. L. P. InvestmentsLimited M/s. Sea Bird Securities Private Limited and M/s. S. R. K. Investments PrivateLimited continued to be the subsidiary companies of the Company. Further during the yearunder review M/s. Yoofy Computech Private Limited (formerly known as JILI Hotels &Resorts Private Limited) has been incorporated as a subsidiary of the Company with effectfrom May 15 2017.
During the year under review M/s. Hyderabad Distilleries & Wineries PrivateLimited continued to be an Associate Company of the Company.
Consolidated Financial Statements
The Consolidated Financial Statements of your Company for the Financial Year 2017-18are prepared in compliance with the applicable provisions of the Act Indian AccountingStandards ("Ind ASs") and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ((SEBI (LODR) Regulations)which shall be placed before the members in their forthcoming Annual general Meeting(AgM).
In accordance with Section 129(3) of the Act a statement containing the salientfeatures of the financial statement of subsidiary / associate / joint venture companies isprovided as Annexure in Form AOC 1 to the consolidated financial statements of theCompany and therefore not repeated to avoid duplication.
Directors and Key Managerial Personnel
Based on the recommendations of the Nomination and Remuneration Committee the Board ofDirectors in its meeting held on March 15 2018 has approved the appointment of Mrs. AshaSaxena (DIN: 08079652) [subject to the approval of Members by an ordinary resolution] asan Additional Non-executive Independent Director of the Company to hold office for aperiod of up to 5 (Five) years and of Mrs. Sushma Sagar (DIN: 02582144) as anAdditional Non-Executive Director with effect from March 15 2018.
Accordingly Mrs. Asha Saxena and Mrs. Sushma Sagar would hold office up to the date ofthe ensuing AgM. In terms of relevant provisions of the Act Mrs. Asha Saxena beingeligible and offering herself for appointment is proposed to be appointed as anIndependent Director for a term of up to 5 (Five) years with effect from March 15 2018and Mrs. Sushma Sagar being eligible and offering herself for appointment is proposed tobe appointed as a Non-Executive Director of the Company. Notice(s) proposing theircandidatures under Section 160 of the Act have been received from Member(s) of theCompany.
Your Company has received necessary declarations from Mrs. Asha Saxena that shemeets the criteria of independence as laid down under the Act read with Schedule IV andRules made thereunder as well as SEBI (LODR) Regulations including any amendment thereof.The Board considered the independence of Mrs. Asha Saxena in terms of above provisions andis 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 the Company to availservices of Mrs. Asha Saxena and Mrs. Sushma Sagar as Directors of the Company andaccordingly recommends their appointment.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act and in terms of theArticles of Association of the Company Mrs. Anjali Varma (DIN: 01250881) Non-ExecutiveDirector is liable to retire by rotation at the ensuing AgM and being eligible offersherself for re-appointment. Your Board recommends her re-appointment.
During the year under review Mr. Varun Kapoor and Ms. Roshini Sanah Jaiswalresigned from the Board with effect from December 14 2017 and February 1 2018respectively. The Board places on record its sincere appreciation for the valuableservices rendered by Mr. Varun Kapoor and Ms. Roshini Sanah Jaiswal during their tenure asDirectors of the Company.
Key Managerial Personnel
During the year under review Mr. Anil girotra Chief Financial Officer and Mr. K. K.Kohli Company Secretary and Compliance Officer continued to be the Key ManagerialPersonnel of your Company in accordance with the provisions of Section 2(51) and Section203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
Mr. Ravi Manchanda was designated as Managing Director of the Company with effect fromApril 28 2017. He continues to be the Managing Director thereafter.
Meetings of the Board and its Committees
The number of meetings of the Board and various Committees thereof are set out in theCorporate governance Report which forms part of this report. The intervening gap betweenthe meetings was within the period prescribed under the Act and SEBI (LODR) Regulationsas applicable.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act the Directors statethat:
(a) in the preparation of Annual Accounts for the year ended March 31 2018 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
(b) the Directors have 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 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 Directors have prepared the annual accounts of the Company on a going concernbasis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Declaration by Independent Directors
Your Company has received necessary declarations from each Independent Director that he/ she meets the criteria of independence as laid down under the Act read with Schedule IVand Rules made thereunder as well as SEBI (LODR) Regulations including any amendmentthereof. The Board considered the independence of each of the Independent Directors interms of above provisions and is of the view that they fulfill / meet the criteria ofindependence.
Nomination and Remuneration Policy of Directors Key Managerial Personnel and OTHEREmployees
In accordance with the provisions of Section 178(1) of the Act read with Rules madethereunder and SEBI (LODR) Regulations based on the recommendations of the Nomination andRemuneration Committee the Board of Directors of the Company have approved a policy onnomination and remuneration of Directors Key Managerial Personnel and OTHER employeesincluding criteria for determining qualifications positive attributes independence of adirector and OTHER matters provided u/s 178(4). The broad parameters covered under thePolicy are:
Principle and Rationale
Company Philosophy g uiding 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 of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand OTHER related matters as provided under Section 178(3) of the Act is given in separateAnnexure to this report. The policy is also available on the website of the Company i.e.www.jagatjit.com.
The above Annexure is not being sent along with this Report to the members of theCompany in line with the provisions of Section 136 of the Act. The aforesaid Annexure isavailable for inspection by Members at the Registered Office of the Company up to the dateof the ensuing AgM during the business hours on working days except Saturdays. Memberswho are interested in obtaining these particulars may write to the Company Secretary atthe Registered Office of the Company.
Annual Performance Evaluation
Pursuant to the provisions of Section 134(3) (p) of the Act and the rules madethereunder the Board was required to carry out the Annual Performance Evaluation of theBoard its Committees and individual Directors. Additionally as per provision ofRegulation 17(10) of SEBI (LODR) Regulations and Schedule IV of the Act the performanceevaluation of the independent directors was also to be done by the Board of Directors.Accordingly the Board has carried out the annual evaluation of the Directors individuallyincluding the Independent Directors (wherein the concerned director being evaluated didnot participate) Board as a whole and following Committees of the Board 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 well as all of itsMembers individually and the Committees of the Board continued to display commitment togood governance ensuring a constant improvement of processes and procedures.
It was acknowledged that every Director and the Committee of the Board contributed itsbest in the overall performance of the Company.
Extract of Annual Return
In accordance with the provisions of Section 92 of the Act read with the Companies(Management and Administration) Rules 2014 the extract of Annual Return of the Companyin Form MgT-9 forms part of this Report and is annexed herewith as Annexure - 1 andthe same is available in the website of the Company at www.jagatjit.com
Auditors and Auditors' Report
The Members of the Company vide their resolution passed at the 72nd (SeventySecond) AgM read with their resolution passed through postal ballot on November 10 2017appointed M/s. Madan & Associates Chartered Accountants (Firm RegistrationNumber 000185N) as the Statutory Auditors of the Company who shall hold office ofStatutory Auditors until the conclusion of 76th (Seventy Sixth) AgM of theCompany to be held for the financial year 2020-21 subject to ratification by members atevery AgM. However in accordance with the Companies Amendment Act 2017 notified on May7 2018 by Ministry of Corporate Affairs the appointment of Statutory Auditors is now notrequired to be ratified at every AgM. M/s. Madan & Associates have confirmed theirindependence and eligibility under the provisions of the Act & SEBI (LODR)Regulations.
The Statutory Auditors in their report for the financial year ended March 31 2018 havemade certain qualifications / remarks which forms part of this Report alongwith Board'sexplanations and comments and is annexed herewith as
Annexure - 2.
OTHER observations of the Statutory Auditors in their Report on standalone andconsolidated financial statements for the year ended March 31 2018 are self-explanatoryand therefore do not call for any further comments.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act read with corresponding Rulesframed thereunder M/s. Pranav Kumar & Associates Company Secretaries were appointedas the Secretarial Auditors of the Company to carry out the Secretarial Audit ofsecretarial and related records of the Company for the Financial Year ended March 312018.
A Secretarial Audit Report submitted by the Secretarial Auditors in Form No. MR-3 formspart of this report and is annexed herewith as Annexure - 3.
In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules2014 and any amendment thereto Cost Audit is not applicable to the Company.
Internal Financial Controls
The Company generally has in place adequate Internal Financial Controls with referenceto financial statements. During the year such controls were tested and the Auditorsreported that the Company generally has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were generally operating effectively as at March 31 2018 exceptin respect of trade receivable reconciliation and provision for bad and doubtful debtswhere controls were found to be ineffective. The Board's response with respect to thetrade receivable reconciliation and provision for bad and doubtful debts is mentioned in Annexure 2 to this report. Further the Auditors have stated that in some areas thecontrols were effective but need to be strengthened. The Company is taking necessary stepsto further strengthen the same. The report on the Internal Financial Control issued byM/s. Madan & Associates Chartered Accountants the Statutory Auditors of the Companyin view of the provisions under the Act is annexed to the Audit Report on the FinancialStatements of the Company.
Particulars of Loans Guarantees or Investments
Details of Loans guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements.
Related Party Transactions
All contract / arrangement / transactions entered into by the Company with RelatedParties as defined under the Act and SEBI (LODR) Regulations during the Financial Year2017-18 were at arm's length basis and in the ordinary course of business. As per theprovisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 ofSEBI (LODR) Regulations your Company has obtained necessary approval of the AuditCommittee before entering into such transactions and the same has been reviewedperiodically.
Your Company has framed a Policy on Related Party Transactions in accordance with SEBI(LODR) Regulations and as per the amended provisions of the Act. The Policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and related parties. The policy is uploaded at thewebsite of the Company at www.jagatjit.com
During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with theaforesaid Policy of the Company on Related Party Transactions.
None of the transactions with any of the related parties were in conflict with theinterest of the Company. Rather they synchronised and synergised with the Company'soperations. Attention of Members is drawn to the disclosure of transactions with therelated parties set out in Note no. 39 of the Standalone Financial Statements formingpart of the Annual Report.
Since all the transactions which were entered into during the Financial Year 2017-18were on an arm's length basis and were in the ordinary course of business and there was nomaterial related party transaction entered by the Company during the Financial Year2017-18 as per Related Party Transactions Policy hence no details are required to beprovided in Form AOC-2 prescribed under Clause (h) of Sub-section (3) of Section 134 ofthe Act and Rule 8(2) of the Companies (Accounts) Rules 2014.
Corporate Social Responsibility [CSR]
The composition role functions and powers of the Corporate Social Responsibility(CSR) Committee of the Company are in accordance with the requirements of the Act.Presently the CSR Committee comprises of Mrs. Kiran Kapur (Independent Director); Mrs.Anjali Varma (Non-Executive Director) and Mr. Ravi Manchanda (Managing Director) asMembers.
The CSR Policy of the Company as approved by the CSR Committee is also available on thewebsite of the Company at www.jagatjit.com.
During the year under review the Company did not meet the requirement of Section135(5) of the Act therefore no such activities were required to be undertaken by theCompany.
The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing / mitigating the same. Your Company'sRisk management framework ensures compliance with the provisions of SEBI (LODR)Regulations. Your Company has institutionalised the process for identifying minimisingand 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 for the Company andthe same is available at the website of the Company at www.jagatjit.com. The Policyoutlines the parameters of identification assessment monitoring and mitigation ofvarious risks which are key to business objectives.
Remuneration of Directors Key Managerial Personnel and Particulars of Employees
The information required to be disclosed in the Board's Report pursuant to Section 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the year ended March 31 2018 is given in a separate Annexureto this report.
The above annexure is not being sent along with this Report to the members of theCompany in line with the provision of Section 136 of the Act. The aforesaid Annexure isavailable for inspection by Members at the Registered Office of the Company upto the dateof the ensuing AgM during the business hours on working days except Saturdays. Memberswho are interested in obtaining these particulars may write to the Company Secretary atthe Registered Office of the Company.
Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule8(3) of the Companies (Accounts) Rules 2014 forms part of this report and is annexedherewith as Annexure - 4.
Your Company upholds the standards of governance and is compliant with the Corporategovernance provisions as stipulated under SEBI (LODR) Regulations in both letter andspirit. The Company's core values of honesty and transparency have since its inceptionbeen followed in every line of decision making. Setting the tone at the top yourDirectors 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 expected from a listedentity have been duly observed and a Report on Corporate governance as well as theCertificate from a firm of Practicing Company Secretaries confirming compliance with therequirements of Regulation 34 read with Schedule-V of the SEBI (LODR) Regulations formspart of this report and is annexed herewith as Annexure - 5 and 6 respectively.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report as stipulated under Regulation 34 readwith Schedule-V of the SEBI (LODR) Regulations is presented in separate section formingpart of the Annual Report.
Listing of Shares of the Company
The shares of your Company are listed on the BSE Limited. The Listing fees for theFinancial Year 2018-19 has been paid to the BSE Limited.
Research And Development (R&D)
The Company takes regular steps for R&D in the manufacturing process and optimumutilisation of its resources.
No capital investment was made for R&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 beforward looking within the meaning of applicable security laws and Regulations. Actualresults may differ materially from those expressed in the statement. Important factorsthat could influence the Company's operations include global and domestic demand andsupply conditions affecting selling prices of finished goods input availability andprices changes in government Regulations tax laws economic developments within thecountry and OTHER factors such as litigation and industrial relations.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transaction on these items during the year under review:
Issue of equity shares with differential voting rights as to dividend voting orOTHERwise.
The Managing Director of the Company does not receive any remuneration orcommission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Sweat Equity Shares.
No cases were filed pursuant to Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
Further the Board of Directors also confirm that the Company is in the regularcompliance of applicable provisions of Secretarial Standards issued by the Institute ofCompany Secretaries of India.
The Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from thegovernment of India State governments the Banks / Financial Institutions and OTHERstakeholders such as shareholders customers and suppliers among OTHERs. The Directorsalso commend the continuing commitment and dedication of the employees at all levelswhich has been critical for the Company's success. The Directors look forward to theircontinued support in future.
| || ||For and on behalf of the Board |
| || ||For Jagatjit Industries Limited |
| ||Ravi Manchanda ||Kiran Kapur |
|September 20 2018 ||Managing Director ||Director |
|New Delhi ||(DIN: 00152760) ||(DIN: 02491308) |