Your Directors present the 21st Annual report on the business and operations of yourCompany along with the audited financial statements for the financial year (FY) endedMarch 31 2018.
| || ||(000) |
| ||Year ended on 31/03/2018 ||Year ended on 31/03/2017 |
|Gross Sales including other income ||6013 ||9413 |
|Gross Profit(Loss) ||(3) ||(20077) |
|Depreciation ||- ||-1 |
|Profit/Loss for the year ||(3) ||(20077) |
RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the year under review the total Income of the Company stood at Rs.60.13 lacsagainst Rs. 94.13 lacs in the previous year. The Company has been able to bring down theloss to Rs. 0.03 lac only as against Rs. 200.77 lacs in the previous year. The loss ismainly on account of payment of interest to ARCs. On account of financial constraints theCompany is not producing yarn/fabric now and is planning to be a marketing company infuture for such products.
No dividend is being recommended for the year under review in view of the accumulatedlosses.
TRANSFER TO RESERVES
In view of the losses your Directors express their inability to propose transfer ofany amount to Reserves.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Historically Textile industry is regarded as not only a major industry in India butalso a major Employer of sizable number of hands. The industry contributes substantiallyto Exports and GDP of India. However due to derailment of regular business on account offinancial constraints your Company is in a difficult situation and has not been able tooperate normally. The Directors are continuing their efforts to steer it through and payoff the high cost borrowings by liquidating assets. The Company is making all efforts tosettle the dues of creditors and reshape the business model.
Your Company also attracts provisions of Section 23 (1) (a) (i) of The Sick IndustrialCompanies Act 1985 due to erosion of Net worth.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
As reported from time to time your Company is negotiating for sale of Land &Buildings at Bagru to pay off the creditors and save on interest cost. As and when anydeal is finalized the same shall be advised to BSE. Except as disclosed elsewhere in thisreport there have been no material changes and commitments if any affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary/joint venture/associate companies.
INTERNAL CONTROL SYSTEM
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by all the auditors and thereviews performed by management and the relevant board committees including the auditcommittee the board is of the opinion that the Company's internal financial controls wereadequate and effective during FY 2017-18.
HUMAN RESOURCE DEVELOPMENT
Your Company appreciates and values its Human assets. It encourages innovation andperformance. The Company has developed an environment of harmonious and cordial relationswith its employees.
As the Company is in Textile business only segment reporting is not required.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
Disclosure on particulars relating to Loans guarantees or investments under Section186 of the Companies Act 2013 is provided as part of financial statements.
DIRECTORS AND KEY MAGERIAL PERSONNEL
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are Mr. S.G. Vyas Managing Director Mr. Shiv Kumar Singhal Director Mr.Manish Kumar Jain Chief Financial Officer and Ms. Priyanka Dangayach Company Secretary ofthe Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER EMPLOYEES
Policy for appointment of Director KMP and Senior Management
Enhancing the competencies of the Board as well as retaining talented employees for therole of KMP/ senior management is the basis of the Committee to select a candidate forappointment to the Board. While recommending a candidate for appointment the Committeeshall consider the following aspects:
The range of attributes of the candidate which includes but is not limited toqualifications skills regional and industry experience background and other qualitiesrequired to operate successfully in the position being considered;
The extent to which the candidate is likely to contribute to the overall effectivenessof the Board and the management work constructively with the existing systems and enhancethe efficiency of the Company;
The skills and experience that the candidate brings to the role of Director/ KMP/Senior Management and how he will enhance the skill sets and experience of the existingassociates as a whole;
The nature of existing position held by the candidate including directorships or otherrelationships and the impact they may have on the candidate's ability to exerciseindependent judgment; Appointment of Independent Directors is subject to compliance ofprovisions of Section 149 of the Companies Act 2013 read with Schedule IV and Rulesthere under.
Policy relating to the Remuneration for the Whole-time Director KMP and SeniorManagement Personnel
The remuneration/ compensation/ commission etc. to the Whole-time Director KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration/ compensation/ commission etc. shall be subject tothe prior/ post approval of the shareholders of the Company and Central Governmentwherever required. Increments to the existing remuneration/ compensation structure may berecommended by the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.
The Whole-time Director/ KMP and Senior Management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee. Thebreakup of the pay scale and quantum of perquisites including employer's contribution toP.F pension scheme medical expenses club fees etc. shall be decided and approved by theBoard/ the Person authorized by the Board on the recommendation of the Committee andapproved by the shareholders and Central Government wherever required.
NUMBER OF MEETINGS OF BOARD
Six meetings of the board were held during the year. For details of the meetings of theboard please refer to the corporate governance report which forms part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. 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 of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD
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 by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
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 ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
COMMITTEES OF THE BOARD
The Company has several committees which have been established as a part of the bestcorporate governance practices and are in compliance with the requirements of the relevantprovision of applicable laws and statutes.
The Company has following committees of the Board:
Nomination and Remuneration Committee
Shareholders Relationship Committee
The details with respect to the composition roles terms of reference etc. ofrelevant committees are given in details in the Report on Corporate Governance' ofthe Company which forms part of this Annual Report.
Consequent to the resignation of M/s. S.A. Agarwal & Associates CharteredAccountants Jaipur on account of their pre-occupation in other professional work and asper the recommendation of the Audit Committee of the Board M/s A.O. Mittal &Associates. Chartered Accountants (ICAI Registration No. 014640C') have beenappointed Statutory Auditors of the Company in the EGM held on 24th Aug. 2018and will hold office till the conclusion of the ensuing Annual General Meeting. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from M/s. A.O. Mittal & Associates CharteredAccountants Jaipur that their appointment if made would be in conformity with thelimits specified in the said Section. The observations made by the Auditors in theirReport are adequately explained in the notes to the Accounts and significant AccountingPolicies and need no further elaboration. The Report of Statutory Auditors for thefinancial year 2017-18 is annexed hereto and forms part of this report as Annexure-1.
Pursuant to Section 204 of the Companies Act 2013 our Company has appointed Mr. VedantMittal (M.No- 51454) of M/s N. Bagaria & Associates Company Secretary Jaipur as itsSecretarial Auditors to conduct the secretarial audit of the Company for the FY 2017-18.The Company provided all assistance and facilities to the Secretarial Auditor forconducting their audit. The Report of Secretarial Auditor for the FY 2017-18 is annexedhereto and forms part of this report as Annexure-2.
EXTRACT OF ANNUAL RETURN
As provided under section 92(3) of the Act the extract of annual return is annexedherewith as Annexure-3 in the prescribed Form MGT-9 which forms part of this report.
PARTICULARS OF EMPLOYEES
Information as per section 197 (12) of the Companies Act 2013 read with rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: None ofthe employee was in receipt of remuneration in excess of limit prescribed under Section197 (12) of the Companies Act 2013.
1. Indian economy is passing through a transition phase. Rising inflation has causedincrease in interest cost to industry and public at large. Indian economy is still vastlydependent on Monsoon and a good monsoon can bring better days for every one. Lack ofproper rains can play havoc with the economy. As agriculture contributes substantially toour GDP normal monsoon would create rural demand and help achieve faster growth.
2. International market continues to be tough due to protectionist policies adopted bymajor economic powers and emergence of Tariff wars.
The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowerscan raise concerns relating to Reportable Matters (as defined in the policy) such asbreach of Code of Conduct misuse or abuse of authority fraud or suspected fraudviolation of company rules manipulations negligence causing danger to public health andsafety misappropriation of monies genuine concerns or grievances and provides foradequate safeguards against victimization of Whistle Blower who avail of such mechanismand also provides for direct access to the Chairman of the Audit Committee in exceptionalcases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from timeto time. None of the Whistle Blowers have been denied access to the Audit Committee of theBoard. The details of the Whistle Blower Policy are explained in the Report on CorporateGovernance and also available on the website of the Company (www.jagjanajni.com).
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company hereby confirms that the company is not requiredto constitute a Corporate Social Responsibility Committee as per the provisions of section135 of the Companies Act 2013.
RELATED PARTY TRANSACTION
Under Section 188 and other applicable provision if any of the Companies Act 2013and rule 15 of Companies (Meeting of Board and its Power) Rule 2014 all related partytransactions that were entered during the financial year if any were in the ordinarycourse of business and on an arm's length basis. There were no materially significantrelated party transactions entered into by the Company with Promoters Directors KeyManagerial Personnel or other persons which may have a potential conflict with theinterest of the Company. Since all related party transactions entered into by the Companywere in the ordinary course of business and were on an arm's length basis Form AOC 2 isnot applicable to the Company.
ENERGY CONSERVATION TECHNOLOGY ABSORPORTION AND FOREIGN EXCHANGE
A statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with the Companies (Disclosure of Particularsin the Report of Board of Directors) Rules 1988 is annexed hereto and forms part of thisreport as Annexure-4.
As per SEBI Listing Regulations corporate governance report with auditors certificatethereon are attached which form part of this report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
5. 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.
6. No fraud has been reported by the Auditors to the Audit Committee or Board.
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints.During the year under review no complaints were reported to the Board.
CASH FLOW ANALYSES
In conformity with the provisions of clause 32 of the Listing obligation and disclosurerequirement 2015 the Cash Flow Statement for the year ended 31.03.2018 is annexed hereto.
The Board acknowledges with deep sense of gratitude for the valuable assistance andcooperation extended and guidance provided by Government Authorities and Businessassociates and looks forward for their continued support. Your Directors are also gratefulto the customers & suppliers for their trust and support. Your Directors would like toappreciate dedication and hard work put in by every employee of your company. Last but notthe least your Directors are deeply grateful for the confidence and faith shown by themembers of the Company in them.
| ||On behalf of the Board |
| ||Sd/- ||Sd/- |
| ||S.K.Singhal ||S.G.Vyas |
|Place: Jaipur ||Director ||Managing Director |
|Date:3rd Sept. 2018. ||(DIN-00075934) ||(DIN-01905310) |
Information required under the Companies (Disclosure of Particulars in the Report ofthe Board of Directors) Rules 1988
A. Conservation of Energy:
Energy conservation measures taken- During the year Company has not undertaken anymanufacturing activity and hence energy conservation measures were limited to Office useof power.