Your Directors present the 22nd Annual Report on the business and operations of yourCompany along with the audited financial statements for the financial year (FY) endedMarch 31 2019.
|FINANCIAL RESULTS ||(000) |
| ||Year ended on 31/03/2019 ||Year ended on 31/03/2018 |
|Gross Sales including other income ||1447 ||6013 |
|Gross Profit(Loss) ||17849 ||(3) |
|Depreciation ||- ||-1 |
|Profit/Loss for the year ||17849 ||(3) |
RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the year under review the Company has fully paid the dues of ARCs. The Companyhas sold Land and Building in consultation with and approval of ARCs to pay off theirdues. Such sale of Assets has resulted in above Profit. Otherwise the Company did notcarry out any manufacturing/trading operations during the year under review.
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
Textile industry has acquired prominent place in India's industrial development.It employs maximum number of persons next to agriculture. Major part of its productiongoes for Exports.The industry contributes substantially to Exports and GDP of India.However due to derailment of regular business on account of financial constraints yourCompany has not been able to operate normally. The Directors are exploring possibilitiesto resume business operations..
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
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany 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 2018-19.
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 DirectorMr. Manish Kumar Jain Chief Financial Officer and Mr. Ajay Sharma Company Secretary of theCompany.
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 overalleffectiveness of the Board and the management work constructively with the existingsystems and enhance the 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 theexisting associates as a whole;
The nature of existing position held by the candidate including directorships orother relationships 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 be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin 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
Seven meetings of the board were held during the year. For details please refer to thecorporate 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; havedevised proper systems to ensure compliance with the provisions of all applicable
vi. the Directors 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 the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of 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.
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.
M/s A.O. Mittal & Associates. Chartered Accountants (ICAI Registration No.014640C') have been appointed Statutory Auditors of the Company to hold office tillthe conclusion of the ensuing Annual General Meeting. As required under the provisions ofSection 139 of the Companies Act 2013 the Company has obtained written confirmation fromM/s. A.O. Mittal& Associates Chartered Accountants Jaipur that their reappointmentif made would be in conformity with the limits specified in the said Section. Theobservations made by the Auditors in their Report are adequately explained in the notes tothe Accounts and significant Accounting Policies and need no further elaboration. TheReport of Statutory Auditors for the financial year 2018-19 is annexed hereto and formspart of this report as Annexure-1.
Pursuant to Section 204 of the Companies Act 2013 your Company has appointed Mr.Vedant Mittal M/s N. Bagaria & Associates Company Secretary Jaipur as itsSecretarial Auditors to (M.No- 51454) of conduct the secretarial audit of the Company forthe FY 2018-19. The Company provided all assistance and facilities to the SecretarialAuditor for conducting their audit. The Report of Secretarial Auditor for the FY 2018-19is annexed hereto 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 textile industry is predominantly cotton based. Cotton is an agriculturalproduce and is subject to timely and adequate rains. Good rains result in better crop andeconomic prices of cotton for Mills. Indian economy is still vastly dependent on Monsoonand a normal monsoon can bring better days for everyone. Lack of proper rains can playhavoc with the economy. As agriculture contributes substantially to our GDP normalmonsoon 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 Company were in the ordinarycourse of business and were on an arm's length basis Form AOC 2 is not applicableto 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 Au dit 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 31.03.2019 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 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. 2019. ||(DIN - 00075934) ||(DIN 01905310) - |