THE JAMSHRI RANJITSINGHJI SPG. & WVG. MILLS CO. LTD.
We present our Annual Report of the Company with the audited statement of accounts forthe year ended 31st March 2019.
1. FINANCIAL RESULTS
| ||2018-19 ||2017-18 |
| ||(Rs.) ||(Rs.) |
|Revenue from Operations ||- ||- |
|EBITDA ||(24630801) ||(28793707) |
|Finance Cost ||- ||- |
|Depreciation ||2525584 ||2773672 |
|Exceptional items (net) ||20636151 ||(3796274) |
|Profit /Loss before Tax ||(6520234) ||(35363652) |
|Less: Provision for Tax ||- ||34599 |
|Profit/(Loss) after Tax ||(6520234) ||(35398251) |
|Profit/(loss) from Discontinuing Operations ||(27115848) ||(30784096) |
|Profit (Loss) for the period ||(33636082) ||(66182347) |
|Other Comprehensive Income/(Loss) ||1708897 ||(351497) |
|Total Comprehensive income ||(31927185) ||(66533844) |
|Balance brought forward ||107516112 ||174005050 |
|Profit/(Loss) dealt with as under ||75588927 ||107471206 |
|IND AS Adjustment ||- ||44906 |
|MAT Credit ||2643153 ||- |
|Prior Period Adjustment ||79500 ||- |
|Surplus/(Deficit) carried to Balance Sheet ||78311580 ||107516112 |
Further to the temporary closure of the Company's manufacturing operations in March2018 the Company permanently stopped its manufacturing at its mills in view of theadverse market conditions and declared a permanent closure on 1st November 2018.
In Accordance with Accounting Standard IND AS-105 the financials of Manufacturing& Trading activities of the Company have been disclosed as those of discontinuedoperations.
The Company has been able to dispose of some of the plant and machinery and the saleproceeds have helped in reduction of the Company's borrowings by Rs. 248 lakh.
The Company has also availed the services of a reputed real estate consultant M/s.Anarock Property Consultants Pvt. Ltd. who are preparing a "Best use study ofLand" survey for Company's land at Solapur. Some of the possible uses of theCompany's land and building are in the Commercial IT Retail and Entertainment fields.This survey will help the Company in deciding best use of its land going forward. As partof this effort the Company has already begun letting out some of its space for commercialpurposes and to entities in the IT field.
Furthermore it is proposed to enter into Joint Development and Revenue Sharingarrangements with the owners of the adjoining land who are related to the Promoter Groupfor development of Commercial real estate and infrastructure facilities and thesearrangements are expected to be beneficial to all concerned
The Company is hopeful that it will be able to reinvent itself in the rapidly growingservice sectors of lifestyle and workplace in the fast growing aspirational environmentof Solapur.
Due to losses the Directors do not propose dividend for the year.
4. TRANSFER TO RESERVES
During the year the Company has not transferred any amount to Reserve.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
No amount was required to be transferred to Investor Education and Protection Fund.
6. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act 2013 your Directors statethat:
a) in the preparation of attached Annual Accounts for the Financial Year ended 31stMarch 2019 the applicable Accounting Standards have been followed along with properexplanation relating to material departures wherever applicable;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of theprofit/loss of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis.
e) The Directors have laid down internal financial controls which are adequate and areoperating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively
7. DISCLOSURE REQUIREMENTS
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of theAct.
The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your Company's businesses internal controls and their adequacy riskmanagement systems and other material developments during the financial year 2018-19. Thesame is annexed herewith as Annexure I.
Shri Rajesh Damani's tenure as Joint Managing Director of the Company ends on30/09/2019. It is proposed to reappoint him as Joint Managing Director for a tenure of 1year w.e.f. 01/10/2019 on the same terms and conditions as existing on 30/09/2019. 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.
It is proposed to appoint Shri Umesh Balkrishna Marathe (DIN 06615480) as IndependentDirector of the Company for the tenure of Five year w.e.f 14/06/2019. . The details of thesame are mentioned in the Explanatory Statement annexed to the Notice of Annual GeneralMeeting. Appropriate resolutions for his appointment are being placed for your approval atthe ensuing AGM. Your Directors recommend his appointment.
It is proposed to appoint Dr. Pradeepkumar Singhal (DIN : 08378784) as a Non Executiveadditional Director of the Company. The details of the same are mentioned in theExplanatory Statement annexed to the Notice of Annual General Meeting . Appropriateresolutions for his appointment are being placed for your approval at the ensuing AGM.Your Directors recommend his appointment.
Tenure of Mr. Surendra Kumar Murlidhar Somany and Mr. Ebrahim Abdulkayum FaizullabhoyIndependent Directors of the Company expires at the ensuing AGM. Your Directors recommendhis re-appointment as a Independent Director of the Company for a further period of 5years.
In accordance with Section 152 of the Companies Act 2013 Shri. Prem Ratan Damani andShri Rajesh Damani retires at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your Directors recommend his re-appointment as aDirector of the Company.
9. NUMBER OF MEETINGS OF THE BOARD
During the financial year ended 31st March 2019 Five (5) meetings of the Board ofDirectors were held and the maximum time gap between two (2) meetings did not exceed onehundred and twenty days. The dates of the Board meetings are as under: i.e. 9/05/20186/08/2018 10/11/2018 26/11/2018 and 14/02/2019.
A separate meeting of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 has been held on 14/02/2019 as per therequirements of the Companies Act 2013.
10. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and rules issued thereunder as well as listingRegulations.
11. BOARD EVALUATION
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors. Pursuant to theprovisions of the Schedule IV clause VIII of the Companies Act 2013 the Board hascarried out an evaluation of its own performance as well as performance of IndividualDirectors Committees and Board as a whole.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board process information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeeffectiveness of committee meetings etc.
The Board and Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual directors to the board and committee meetings like preparedness on the issuesto be 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.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors of the Company has laid down adequate internal financialcontrols which are operating effectively. The policies and procedures adopted by theCompany ensures orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparations of reliable financial information.
13. 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 2019 Four (4) meetings of the AuditCommittee of the Board were held on 9/5/2018 6/8/2018 10/11/2018 and 14/02/2019.
B. NOMINATION AND REMUNERATION COMMITTEE
Committee comprises of Shri E.A.K. Faizullabhoy Chairman and Shri S.K. Somany MemberShri B. K. Motha Member.
Remuneration Committee was constituted and it reviews and approves the annual salariesperformance commission service agreements and other employment conditions forManaging/Executive directors. Policy is placed on Company's website www.jamshrimills.com
C. STAKEHOLDERS RELATIONSHIP COMMITTEE i. Name of non-executive director heading thecommittee : Shri Kiranbhai J. Shah ii. Name & designation of Compliance officer : MrDevesh Bhati Company Secretary
iii. Number of shareholders' complaints received so far : Nil iii. Number ofcomplaint/s resolved to the satisfaction of the shareholders : Nil v. Number of pendingcomplaints : Nil
The Stakeholders Relationship Committee specifically look into the redressal ofshareholder and investor complaints like transfer of shares non-receipt of dividendsnon-receipt of Annual Reports etc.
a) Statutory Auditors
At the 109th Annual General Meeting of your Company M/s ADV & AssociatesChartered Accountants (Registration No. 128045W) were appointed as the Statutory Auditorsof the Company till the conclusion of 114th AGM of the Company subject to ratification bythe shareholders at each AGM to be held thereafter as prescribed under Section 139(1) ofthe Companies Act 2013.
Pursuant to Companies Amendment Act 2017 the ratification of appointment of auditor ineach subsequent AGM is no longer required. Accordingly M/s ADV & Associates shallhold office as the Statutory Auditors of the Company till the conclusion of the 114th AGM.
Your Company has received written consent and a certificate that M/s ADV &Associates satisfy the criteria provided under Section 141 of the Companies Act 2013 andthat the ratification if made shall be in accordance with the applicable provisions ofthe Companies Act 2013 and rules issued thereunder.
There are neither qualifications reservations nor adverse remarks made by the auditorsin their report nor has the Company received any report for frauds noticed oracknowledged by the Auditors during Financial Year 2018-19.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(appointment and Remuneration of Managerial Personnel) Rules 2014. The Company hasappointed Ms. Shipra Agarwal Practicing Company Secretary as the Secretarial Auditor ofthe Company for the year 2018-19.
c) Cost Auditors
Your Company is not required to maintain cost records as per the Companies (CostRecords and Audit) Amendment Rules 2014. Hence maintenance of cost records and cost auditis not applicable to the Company.
15. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORTS
The auditors' report and secretarial auditor's reports do not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an Annexure II which forms part of this report.
16. RISK MANAGEMENT
The Management of the Company reviews strategic and operational performance on amonthly basis. Major risks facing the Company as well as internal audit observations arealso discussed at these reviews and action plans are framed accordingly.
The audit committee has additional oversight in the area of financial risk andcontrols. Major risks identified by the businesses and function are systematicallyaddressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in themanagement discussion and analysis which form part of this report.
17. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
18. TRANSACTIONS WITH RELATED PARTIES
All transactions entered into with the related parties as defined under the CompaniesAct 2013 and LODR during the financial year were in the ordinary course of business andon arm's length basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no material related transactions during the year. Thus disclosure inForm AOC-2 is not required. The details of the transactions with related party areprovided in the financial statement.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria fixed for the Corporate SocialResponsibility (CSR) under Section 135 of the Companies Act and as such there is no reporton corporate Social responsibility during the year
20. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure III in the prescribed Form MGT-9 which forms part of this report.
21. SUBSIDIARY/ASSOCIATE COMPANY
The Company does not have any subsidiary joint venture or associate company at thebeginning of the year during the year or at the closing of the year.
22. PARTICULARS OF EMPLOYEES
Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
a. Ratio of remuneration of each Director to the median remuneration of all theemployees of your company for the financial year 2018-19 is as follows:
|Name of Director(s) ||Total Remuneration ||Ratio of remuneration of director to the Median remuneration |
|PR Damani ||2040000 ||17.00 |
|Rajesh Damani ||702000 ||5.85 |
|SK Somany ||16000 ||0.13 |
|BK Mohta ||20000 ||0.17 |
|Kiranbhai Shah ||18000 ||0.15 |
|E.A.K Faizullabhoy ||9000 ||0.07 |
|Bipinbhai Patel ||2000 ||0.01 |
|Rekha Thirani ||3000 ||0.02 |
|Anand Dalal ||4 000 ||0.03 |
|Jagdish Adhia ||1238000 ||10.32 |
1. The remuneration of Non-Executive Directors includes sitting fees paid tothem for the financial year 2018-19.
2. Median remuneration of the Company for all its employees is Rs.120000/- for thefinancial year 2018-19. b. Percentage increase in remuneration of each Director CFO andCS
|Name (s) ||Designation ||Remuneration (in Rs.) ||Increase (in %) |
| || ||2018-19 ||2017-18 || |
|PR Damani ||Managing Director ||2040000 ||2340000 ||(12.82)% |
|Rajesh Damani ||Joint Managing Director and CFO ||702000 ||702000 ||NIL |
|SK Somany ||Independent Director ||16000 ||18000 ||(11.11)% |
|BK Mohta ||Independent Director ||20000 ||23000 ||(13.04)% |
|Kiranbhai Shah ||Independent Director ||18000 ||22000 ||(18.18)% |
|EAK Faizullabhoy ||Independent Director ||9000 ||11000 ||(18.18)% |
|Bipinbhai Patel ||Independent Director ||2000 ||2000 ||NIL |
|Rekha Thirani ||Non Executive Director ||3000 ||11000 ||(72.73)% |
|Anand Dalal ||Non-Executive Addl Director ||4000 ||NIL ||NIL |
|Jagdish Adhia ||Whole Time Director ||1238000 ||609000 ||103.29% |
|Devesh Bhati ||Company Secretary ||360000 ||180000 ||50.00% |
c. Percentage increase in the median remuneration of all employees in the financialyear 2018-19
| ||2018-19 ||2017-18 ||% Increase / (Decrease) |
|Median Remuneration of all Employees per annum ||120000 ||72931 ||64.54 |
d. The number of permanent employees on the rolls of Company: 23(Twenty three)
e. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:
The Company is listed in the BSE before Independence. In 1993 the Company came outwith its previous Public Offer. Due to the substantial time gap it is not justifiable tocompare it with today's price.
f. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
g. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company andthere is no employee stock option scheme.
h. There is no employee in receipt of remuneration exceeding Rs.8.5 lakhs per month orpart thereof or Rs.1.02 cr. per annum or part thereof.
23. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND
REDRESSAL) ACT 2013
The company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual harassment of Womenat Workplace (Prevention Prohibition and Redressal Act 2013 and the rules framedthereunder. The company has set up a committee for addressing the issues related to women.During the financial year 2018-19 there were no complaints received on sexual harassment.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a whistle blower mechanism wherein the employees are free to reportviolation of laws rules regulation or unethical conduct to their immediate Supervisor orsuch other person as may be notified by the Management to the workgroups. Theconfidentiality of those reporting violations shall be maintained and they shall not besubjected to any discriminatory practices.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure IV to this Report.
26. SHARE CAPITAL
a) Issued Subscribed and Paid Up Share Capital:
The Issued and Subscribed Share Capital of the Company as on 31st March 2019 was Rs.69865000/- (Rupees Six Crore Ninety Eight Lakhs Sixty Five Thousand Only) divided into69865 (Sixty Nine Thousand Eight Hundred Sixty Five) Equity Shares of Rs.1000/- each.
The Paid Up Share Capital of the Company as on 31st March 2019 was 69865000/-(Rupees Six Crore Ninety Eight Lakhs Sixty Five Thousand Only). There is no differencebetween the Issued & Subscribed Share Capital and the Paid up Share Capital.
b) Forfeiture of Shares:
The Company has not forfeited any Equity Shares during the Financial Year 2018-19
c) Consolidation of Shares:
The Company received approval from NCLT for seeking Consolidation of its Equity ShareCapital by increasing the face value of its shares from Rs.10/- per share to Rs.1000/- pershare. Post the approval received the FV has been increased to Rs.1000/- per share with69865 (Sixty Nine Thousand Eight Hundred Sixty Five) Equity Shares.
During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options or sweat equity.
No shares have been transferred to Demat Suspense Account during FY 2018-19.
During the year under review your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposit) Rules 2014.
28. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this Report.
The Company has altered its nature of business from manufacturing to real estatedevelopment. Thereby the Financials have been prepared for manufacturing activity underdiscontinued operations. The manufacturing at Company's factory at Solapur has beenpermanently suspended due to steep increase in input costs obsolete plant and machineryadverse market conditions and acute shortage of labours.
No orders have been passed by the regulators or courts or tribunals which would have animpact on the going concern status of the Company and its future operations.
29. INDUSTRIAL RELATIONS
The Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and Development programs. The Company has taken severalinitiatives for enhancing employee engagement and satisfaction. The industrial relationsin respect of all other manufacturing facilities and divisions of the Company are normal.
30. STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's Equity shares are listed at BSE Limited. The Annual listing fee for theyear 2018-19 has been paid.
31. CORPORATE GOVERNANCE
The Company does not fall under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligation and Disclosures Requirements) Regulations 2015. Howeverthe same is applicable as per the Companies Act 2013 and the Company is fully compliantwith the applicable provisions.
32. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANYSECRETARIES OF
The Company complied with the Secretarial Standards issued by the Institute of CompanySecretaries of India on Meetings of the Board of Directors and General Meetings.
Your Directors place on record their appreciation of contribution made by the employeesat all levels for the operations of the Company during the year under review.
For and on behalf of the Board
Date: 14th June 2019