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Jamshri Realty Ltd.

BSE: 502901 Sector: Infrastructure
NSE: N.A. ISIN Code: INE462D01026
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52-Week high 4782.70
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Jamshri Realty Ltd. (JAMSHRIREALTY) - Director Report

Company director report

THE MEMBERS

JAMSHRI REALTY LIMITED (FORMERLY KNOWN AS THE JAMSHRI RANJITSINGHJISPG. & WVG. MILLS CO. LTD)

We present our Annual Report of the Company with the audited statementof accounts for the year ended 31st March 2021.

1. FINANCIAL RESULTS

PARTICULARS 2020-21 2019-20
(Rs.) (Rs.)
Revenue from Operations 18158567 15195298
EBITDA (26370195) (7032668)
Finance Cost 13237709 6424379
Depreciation 13344134 10580240
Exceptional items (net) 211648 (22384478)
Profit /Loss before Tax (30416833) (46421765)
Less: Provision for Tax - -
Profit/(Loss) after Tax (30416833) (46421765)
Profit/(loss) from Discontinuing Operations (5204176) (11007148)
Profit/ (loss) for the period (35621009) (57428913)
Other Comprehensive Income/(Loss) 496862 461891
Total Comprehensive income (35124147) (56967022)
Balance brought forward 20995121 77962143
Profit/(Loss) dealt with as under (14129026) 20995121
IND AS Adjustment - -
MAT Credit - -
Prior Period Adjustment - -
Surplus/(Deficit) carried to Balance Sheet (14129026) 20995121

2. OVERVIEW OF COMPANY'S PERFORMANCE AND STATE OF AFFAIRS:

The revenue from operations during the financial year 2020-2021 stoodat Rs. 181.58 lakhs. The Company incurred a loss of Rs. 351.24 lakhs in FY 2020-2021 asagainst a loss of Rs. 569.67 lakhs in the previous year.

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of financial year 2020-2021and the date of this report.

3. DIVIDEND

In view of the loss for FY 2020-21 the Directors have not recommendedany dividend for the financial year ended 31st March 2021.

4. RESERVES

During FY 2020-21 no amount has been transferred to any reserves.

5. IMPACT OF COVID-19

The year began with the outbreak of the COVID pandemic amidst a strictnationwide lockdown in India with tough restrictions on economic activity and mobility.The Company and indeed the entire real estate sector & hospitality business in Indiasaw a collapse following the lockdown. At that time there was an unprecedenteduncertainty about the eventual impact of the Covid-19 pandemic.

Covid-19 pandemic had been rapidly spreading throughout the worldincluding India. Government in India has taken significant measures to curb the spread ofthe virus including imposing mandatory lockdowns and restrictions in activities.Consequently Company's Hospitality and Business Park rentals business had to beclosed down for the major part of the financial year ending March 312021.

As a result of the lockdown the revenue for the year ended March312021 has been severely impacted. The Company has been following the Governmentguidelines for restarting its operations.

Management believes that the company is going concern after it hastaken into account all the possible impacts of known events arising from COVID-19 pandemicand the resultant lockdowns in the preparation of the financial statements.

6. CHANGE OF WEBSITE

The company has launched a new website in lines with its business. Thenew website address is www.jamshri.in

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

No amount was required to be transferred to Investor Education andProtection Fund.

8. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act 2013 yourDirectors state that:

a) in the preparation of attached Annual Accounts for the FinancialYear ended 31st March 2021 the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures wherever applicable;

b) The Directors have selected such accounting policies and appliedthem consistently and made judgment and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 312021 andof the profit/loss of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) The Directors have prepared the annual accounts on a going concernbasis.

e) The Directors have laid down internal financial controls which areadequate and are operating effectively.

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

9. DISCLOSURE REQUIREMENTS

The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of the Section177(9) of the Act.

The Management Discussion and Analysis forms an integral part of thisreport and gives details of the overall industry structure economic developmentsperformance and state of affairs of your Company's businesses internal controls andtheir adequacy risk management systems and other material developments during thefinancial year 2020-21. The same is annexed herewith as Annexure I.

10. DIRECTORS

The Board of Directors of the Company has been validly constituted asper Section 149 of the Companies Act 2013 and corresponding Rules thereunder.

Change in Director during FY 2020-21

Shri Rajesh Damani (DIN: 00184576) was appointed as Joint ManagingDirector for a period of 1 year w.e.f. 1st October 2020 in the 112thAnnual General Meeting of the Company held on 29th September2020.

Shri Kiranbhai Shah (DIN: 00057434) was re-appointed as an IndependentDirector for a period of 5 years in the 112th Annual General Meeting of theCompany held on 29th September2020.

Shri Balkishan Mohta (DIN:00146822) was re-appointed as an IndependentDirector for a period of 5 years in the 112th Annual General Meeting of theCompany held on 29th September2020.

Appointment/Re-appointment

Shri Premratan Damani's tenure as Managing Director of the Companyends on 30/09/2021. It is proposed to reappoint him as Managing Director for a tenure of 3year w.e.f. 01/10/2021 on the same terms and conditions as existing on 30/ 09/2021. Thedetails of the same are mentioned in the Explanatory Statement annexed to the Notice ofthe Annual General Meeting. Appropriate resolutions for his re-appointment are beingplaced for your approval at the ensuing AGM. Your Directors recommend his re-appointment.

Shri Rajesh Damani's tenure as Joint Managing Director of theCompany ends on 30/09/2021. It is proposed to reappoint him as Joint Managing Director fora tenure of 1 year w.e.f. 01/10/2021 on the same terms and conditions as existing on30/09/2021. The details of the same are mentioned in the Explanatory Statement annexed tothe Notice of the Annual General Meeting. Appropriate resolutions for his re-appointmentare being placed for your approval at the ensuing AGM. Your Directors recommend hisre-appointment.

Smt. Rekha Thirani and Shri Pradeepkumar Singhal Directors of theCompany are liable to retire by rotation at the ensuing Annual General Meeting pursuantto the provisions of Section 152 of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the Articles of Associationof your Company and being eligible has offered themselves for reappointment. Appropriateresolutions for their re-appointment are being placed for your approval at the ensuingAGM. Your Directors recommend their re-appointment.

11. NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31st March 2021 Four (4) meetings ofthe Board of Directors were held. The dates of the Board meetings are as under: i.e.29/07/2020 14/09/2020 12/11/2020 and 12/02/2021.

A separate meeting of Independent Directors pursuant to Section 149(7) read with Schedule VI of the Companies Act 2013 has been held on 12/02/2021 as perthe requirements of the Companies Act 2013.

** Relaxations have been provided by the Ministry of Corporate Affairs(MCA) vide its Notifications dated 19th March 2020 and 24th March 2020 and bythe Securities and Exchange Board of India (SEBI) vide its Circular dated 19thMarch 2020 for increasing the permissible gap between 2 board meetings from 120 days to180 days for the first 2 quarters of FY 20202021.

12. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theprovisions of Companies Act 2013 read with the Schedules and rules issued thereunder aswell as listing Regulations.

13. BOARD EVALUATION

The Company has devised a Policy for performance evaluation ofIndependent Directors Board Committees and other individual Directors which includecriteria for performance evaluation of the non-executive directors and executivedirectors. Pursuant to the provisions of the Schedule IV clause VIII of the CompaniesAct 2013 the Board has carried out an evaluation of its own performance as well asperformance of Individual Directors Committees and Board as a whole.

The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board process information and functioning etc.

The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committee effectiveness of committee meetings etc.

The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual directors 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 aspects ofhis role.

In a separate meeting of Independent directors performance of NonIndependent directors performance of the board as a whole and performance of the Chairmanwas evaluated taking into account the views of executive directors and Non executivedirectors.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors of the Company has laid down adequate internalfinancial controls which are operating effectively. The policies and procedures adopted bythe Company ensures orderly and efficient conduct of its business including adherence tothe Company's policies safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparations of reliable financial information.

15. A. AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Shri S.K.Somany (Chairman) Shri Kiranbhai J Shah and Shri B.K. Mohta. During the year all therecommendations made by the Audit Committee were accepted by the Board.

During the financial year ended 31st March 2021 Four (4) meetings ofthe Audit Committee of the Board were held on 29/07/2020 14/09/2020 12/11/2020 and12/02/2021.

B. NOMINATION AND REMUNERATION COMMITTEE

Committee comprises of Shri E.A.K. Faizullabhoy Chairman Shri B.K.Mohta and Shri S.K. Somany Member.

Remuneration Committee was constituted and it reviews and approves theannual salaries performance commission service agreements and other employmentconditions for Managing/Executive directors. Policy is placed on Company's websitewww.jamshri.in

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

i. Name of non-executive director heading the committee :Shri KiranbhaiJ. Shah

ii. Name & designation of Compliance officer :Mr Devesh BhatiCompany Secretary

iii. Number of shareholders' complaints received so far : Nil

iv. Number of complaint/s resolved to the satisfaction of theshareholders : Nil

v. Number of pending complaints : Nil

The Stakeholders Relationship Committee specifically look into theredressal of shareholder and investor complaints like transfer of shares non-receipt ofdividends non-receipt of Annual Reports etc.

16. AUDITORS

a) Statutory Auditors

At the 109th Annual General Meeting of your Company M/s ADV &Associates Chartered Accountants (Registration No. 128045W) were appointed as theStatutory Auditors of the Company till the conclusion of 114th AGM of the Company subjectto ratification by the shareholders at each AGM to be held thereafter as prescribed underSection 139(1) of the Companies Act 2013.

Pursuant to Companies Amendment Act 2017 the ratification ofappointment of auditor in each subsequent AGM is no longer required. Accordingly M/s ADV& Associates shall hold office as the Statutory Auditors of the Company till theconclusion of the 114thAGM.

Your Company has received written consent and a certificate that M/sADV & Associates satisfy the criteria provided under Section 141 of the Companies Act2013 and that the ratification if made shall be in accordance with the applicableprovisions of the Companies Act 2013 and rules issued thereunder.

There are neither qualifications reservations nor adverse remarks madeby the auditors in their report nor has the Company received any report for fraudsnoticed or acknowledged by the Auditors during Financial Year 2020-21.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (appointment and Remuneration of Managerial Personnel) Rules 2014. TheCompany has appointed Ms. Shipra Agarwal Practicing Company Secretary as the SecretarialAuditor of the Company for the year 2020-21. There are neither qualificationsreservations nor adverse remarks made by the auditors in their report.

c) Cost Auditor

Your Company is not required to maintain cost records as per theCompanies (Cost Records and Audit) Amendment Rules 2014. Hence maintenance of costrecords and cost audit is not applicable to the Company.

17. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORTS

The auditors' report and secretarial auditor's reports do notcontain any qualifications reservations or adverse remarks. Report of the secretarialauditor is given as an Annexure II which forms part of this report.

18. RISK MANAGEMENT

The Company operates in a volatile uncertain complex and ambiguousworld with rapid changes. These changes bring a mix of opportunities and uncertaintiesimpacting the Company's objectives.

The management of the Company identifies and reviews the major risksfacing the Company on a continuous basis and action plans are framed accordingly tomitigate the risks. The audit committee evaluates the risk management systems. There areno risks which in the opinion of the Board threaten the existence of the Company.

The Company is closely monitoring the situation arising out of theCOVID-19 outbreak and the resultant restrictions imposed by the regulatory authorities.The disruption is unforeseen and beyond the control of the company. It is neither possibleto foresee the duration for which this pandemic will last nor to predict its course.Nevertheless the Company is making every effort to deal with the current situation andthe after effects of the pandemic. In view of the prevailing uncertainty no preciseestimation can be made about the overall impact of this pandemic.

19. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have beendisclosed in the financial statements.

20. TRANSACTIONS WITH RELATED PARTIES

During the financial year 2020-2021 the Company has entered intotransactions with related parties as defined under Section 2(76) of the Companies Act2013 read with Companies (Specification of Definitions Details) Rules 2014 all of whichare in the ordinary course of business and on arm's length basis and in accordancewith the provisions of the Companies Act 2013 read with Rules made thereunder. Thedetails of the related party transactions are set out in Note 44 to the financialstatements of the Company. Form AOC- 2 pursuant to clause (h) of sub-section 3 of Section134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 is set out as"Annexure III" to the Board's Report.

21. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria fixed for the CorporateSocial Responsibility (CSR) under Section 135 of the Companies Act and as such there is noreport on corporate Social responsibility during the year

22. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return for FY 2020-21 is availableon Company's website at www.jamshri.in.

23. SUBSIDIARY/ASSOCIATE COMPANY

The Company does not have any subsidiary joint venture or associatecompany at the beginning of the year during the year or at the closing of the year.

24. PARTICULARS OF EMPLOYEES

Information required under Section 197 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

a. Ratio of remuneration of each Director to the median remuneration ofall the employees of your company for the financial year 2020-21 is as follows:

Name of Director(s) Total Remuneration Ratio of remuneration of director to the Median remuneration
P.R Damani 1140000 3.17
Rajesh Damani 702000 1.95
S.K Somany 11000 0.03
B.K Mohta 10000 0.03
Kiranbhai Shah 12000 0.03
E.A.K Faizullabhoy 4000 0.01
Bipinbhai Patel 2000 0.01
RekhaThirani 6000 0.02
Anand Dalal 4000 0.01
Jagdish Adhia 1233000 3.43
Umesh Marathe 2000 0.01
Pradeepkumar Singhal 4000 0.01

Notes:

1. The remuneration of Non-Executive Directors includes sitting feespaid to them for the financial year 2020-21.

2. Median remuneration of the Company for all its employees isRs.360000/- for the financial year 2020-21.

b. Percentage increase in remuneration of each Director CFO and CS

Name(s) Designation Remuneration (in Rs.) Increase
2020-21 2019-20 (in %)
P.R Damani Managing Director 1140000 1140000 NIL
Rajesh Damani Joint Managing Director and CFO 702000 702000 NIL
S.K Somany Independent Director 11000 16000 (31.25%)
B.K Mohta Independent Director 10000 20000 (50.00%)
Kiranbhai Shah Independent Director 12000 19000 (36.84%)
E.A.K Faizullabhoy Independent Director 4000 7000 (42.86%)
Bipinbhai Patel Independent Director 2000 8000 (75.00%)
Rekha Thirani Non Executive Director 6000 5000 20.00%
Anand Dalal Non-Executive Addl Director 4000 8000 (50.00%)
Jagdish Adhia Whole Time Director 1233000 1238000 (0.40%)
Umesh Marathe Non Executive Director 2000 2000 NIL
Pradeepkumar Singhal Non-Executive Addl Director 4000 6000 (33.33%)
Devesh Bhati Company Secretary 360000 360000 NIL

c. Percentage increase in the median remuneration of all employees inthe financial year 2020-21

(in Rs.)
2020-21 2019-20 % Increase / (Decrease)
Median Remuneration of all Employees per annum 360000 360000 NIL

d. The number of permanent employees on the rolls of Company: 13(Thirteen)

e. Percentage increase over decrease in the market quotations of theshares of the Company in comparison to the rate at which the Company came out with thelast public offer:

The Company is listed in the BSE before Independence. In 1993 theCompany came out with its previous Public Offer. Due to the substantial time gap it isnot justifiable to compare it with today's price.

f. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

g. Affirmation that the remuneration is as per the remuneration policyof the Company:

The Company affirms remuneration is as per the remuneration policy ofthe Company and there is no employee stock option scheme.

h. There is no employee in receipt of remuneration exceeding Rs.8.5lakhs per month or part thereof or Rs.1.02 cr. per annum or part thereof.

The statement containing names of top ten employees in terms ofremuneration drawn and the particulars of employees as required under Section 197(12) ofthe Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is available on the website of the Company at "www.jamshri.in

25. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The company has zero tolerance for sexual harassment at workplace andhas adopted a policy against sexual harassment in line with the provisions of Sexualharassment of Women at Workplace (Prevention Prohibition and Redressal Act 2013 and therules framed thereunder. The company has set up a committee for addressing the issuesrelated to women. During the financial year 2020-21 there were no complaints received onsexual harassment.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a whistle blower mechanism wherein the employees arefree to report violation of laws rules regulation or unethical conduct. Theconfidentiality of those reporting violations shall be maintained and they shall not besubjected to any discriminatory practices.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARNINGAND OUTGO

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under the Actare provided in Annexure IV to this Report.

28. SHARE CAPITAL

Issued Subscribed and Paid Up Share Capital:

The Issued and Subscribed Share Capital of the Company as on 31st March2021 was Rs. 69865000/- (Rupees Six Crore Ninety Eight Lakhs Sixty Five Thousand Only)divided into 69865 (Sixty Nine Thousand Eight Hundred Sixty Five) Equity Shares ofRs.1000/- each.

The Paid Up Share Capital of the Company as on 31st March 2021 was69865000/- (Rupees Six Crore Ninety Eight Lakhs Sixty Five Thousand Only). There is nodifference between the Issued & Subscribed Share Capital and the Paid up ShareCapital.

During the year under review the Company has not issued shares withdifferential voting rights nor granted stock options or sweat equity.

No shares have been transferred to Demat Suspense Account during FY2020-21.

29. DEPOSITS

During the year under review your Company has not accepted any depositwithin the meaning of Section 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposit) Rules 2014.

30. LOANS FROM DIRECTORS

During the year under consideration the Company has taken a loan ofRs. 7500000/- from Directors.

31. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and date of thisReport. There has been no change in the nature of business of the Company.

32. SIGNIFICANT OR MATERIAL ORDERS IF ANY PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS

No orders have been passed by the regulators or courts or tribunalswhich would have an impact on the going concern status of the Company and its futureoperations.

33. INDUSTRIAL RELATIONS

The Company has always considered its employees as its valuable assetand continues to invest in their excellence and development programs. The industrialrelations of the Company remained cordial and peaceful.

34. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity shares are listed at BSE Limited. The Annuallisting fee for the year 2020-21 has been paid.

35. CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of CorporateGovernance pursuant to the SEBI (Listing Obligation and Disclosures Requirements)Regulations 2015. However the same is applicable as per the Companies Act 2013 and theCompany is fully compliant with the applicable provisions.

36. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTEOF COMPANY SECRETARIES OF INDIA

The Company complied with the Secretarial Standards issued by theInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.

37. APPLICATION OR PROCEEDINGS PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016

No application has been made under the Insolvency and Bankruptcy Code;hence the requirement to disclose the details of application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the yearalongwith their status as at the end of the financial year is not applicable.

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount ofthe valuation done at the time of onetime settlement and the valuation done while takingloan from the Banks or Financial Institutions along with the reasons thereof is notapplicable.

39. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of contribution madeby the employees at all levels for the operations of the Company during the year underreview.

.