The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2018.
(Amount in Lacs)
|PARTICULARS ||FY 2017-18 ||FY 2016-17 |
|Revenue from operations ||34363.76 ||40553.63 |
|Other income ||18.24 ||56.69 |
|Total Income ||34382.00 ||40610.32 |
|Less: Total Expenses before Depreciation Finance Cost and Tax ||34200.70 ||40557.49 |
|Operating Profits before Depreciation Finance Cost and Tax ||181.30 ||52.83 |
|Less: Finance cost ||3.68 ||5.75 |
|Less: Depreciation ||1.04 ||0.70 |
|Profit / (Loss) Before Tax ||176.58 ||59.27 |
|Less:- Current Tax ||55.00 ||20.00 |
|Less: Deferred Tax ||-0.08 ||0.05 |
|Profit/ (Loss) after tax (PAT) ||121.66 ||39.22 |
|Balance carried to balance sheet ||121.66 ||39.22 |
During the year under review Company has earned total income of Rs. 34382.00 Lakhas against the total income of Rs. 40610.32 Lakh of previous year. The total incomeof the company was decreased by 18.11% over previous year. The profit before tax in thefinancial year 2017-18 stood at Rs 176.58 Lakh as compared to profit of Rs. 59.27 Lakh forlast year and net profit after tax stood at Rs. 121.66 Lakh compared to profit of Rs.39.22 Lakh for previous year increase in Profit is due to decrease in Total expenses from40551.04 Lacs in FY 2016-17 to 34205.43 lacs in FY 2017-18.
To strengthen the financial position of the Company and to augment working capital yourdirectors regret to declare any dividend.
AMOUNT TRANSFERRED TO RESERVES
The board has not transferred any amount to Reserves for the Financial Year 2017-18.
CHANGE IN THE NATURE OF BUSINESS
During the year there was no change in the nature of business carried out by theCompany.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company comprises Six Directors out of which three are PromoterDirectors and three are Non-Promoter Independent Directors. As on the date of this reportthe Board comprises following Directors;
|Name of Director ||Designation |
|Mr. Shailendra Jayantilal Khona ||Managing Director |
|Mrs. Dipti Shailendra Khona ||Woman Executive Director |
|Mr Praful Jayantilal Khona ||Additional Director |
|Mr.Sumeet Pravinchandra Ghuntla ||Independent Director |
|Mr. Dipesh Pravinchandra Pala ||Independent Director |
|Mr. Vipulchandra Sureshchandra Acharya ||Independent Director |
The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company is exemptedfrom requirement of having composition of Board as per Listing Regulations as on the endof financial year 2017-18.
During the year under review Board of Directors of the Company met 5 (Five) timesviz. June 05 2017 September 1 2017 November 14 2017 February 06 2018 and March 282018. The gap between two consecutive meetings was not more than one hundred and twentydays as provided in section 173 of the Act.
|Name of Director ||Mr. Shailendra Khona ||Mrs. Dipti Khona ||Mr. Shailesh Khona ||Mr. Sumeet Ghuntla ||Mr. Dipesh Pala ||Mr. Vipulchandra Acharya |
|No. of Board Meeting eligible to attend ||5 ||5 ||5 ||5 ||5 ||5 |
|No. of Board Meeting attended ||5 ||5 ||5 ||5 ||5 ||5 |
|Presence at the previous AGM ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|Presence at the EGM ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has three Independent Directors in line with the Companies Act 2013. The termsand conditions of appointment of Independent Directors and Code for Independent Directorare incorporated on the website of the Company at www.Jashdealmark.com. The Company hasreceived necessary declaration from each independent director under Section 149 (7) of theCompanies Act 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013.
INFORMATION ON DIRECTORATE
After Completion of Financial Year 2017-18 Mr. Shailesh Khona has tendered hisresignation from directorship of the Company w.e.f. May 232018. Morever The Board ofDirectors in their Meeting held on May 232018 has appointed Mr. Praful Khona (DIN: -08138376) as an Additional Director w.e.f. May 232018 upto the date of Ensuing AnnualGeneral Meeting. Further appointment Board proposes appointment of Mr. Praful Khona (DIN:- 08138376) as a Director of the Company liable for retirement by rotation in the ensuingAnnual general Meeting. In accordance with the provisions of the Articles of Associationand Section 152 of the Companies Act 2013 Mrs. Dipti Khona retires by rotation at theensuing annual general meeting. She being eligible has offered herself forre-appointment as such and seeks re-appointment. The Board of Directors recommends herre-appointment on the Board. The relevant details as required under Regulation 36 (3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") of the person seeking re-appointment/ appointment as Directorare also annexed to the Notice convening the annual general meeting.
KEY MANAGERIAL PERSONNEL
In accordance with Section 203 of the Companies Act 2013 the Company has Mr.Shailendra Khona who is acting as Managing Director Mr. Prashant Bagade who is acting asChief Financial Officer and Ms. Hetal Vachhani who is acting as Company Secretary &Compliance Officer of the Company. Further No Key Managerial Personnel resigned from thepost during the F.Y. 2017-18.
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. o Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. o The performance ofthe committees was evaluated by the board after seeking inputs from the committee memberson the basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. o The board and the nomination and remuneration committeereviewed the performance of the individual directors on the basis of the criteria such asthe contribution 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. Separate meeting of independent directors was held to evaluate theperformance of non-independent directors performance of the board as a whole andperformance of the chairman 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.
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: a. In preparation of annual accountsfor the year ended March 31 2018 the applicable accounting standards have been followedand that no material departures have been made from the same; b. The Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe Company for that year; c. The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the
Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. The Directors had prepared the annualaccounts for the year ended March 31 2018 on going concern basis. e. the directors inthe case of a listed company had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively. f. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
COMMITTEES OF THE BOARD
The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.
(a) Audit Committee:
During the year under review Audit Committee met 5 (Five) times viz June 5 2017September 12017 November 14 2017 February 6 2018 and March 22 2018. The compositionof the Committee and the details of meetings attended by its members are given below:
| || ||Number of meetings during the financial year 2017-18 |
|Name ||Designation ||Eligible to attend ||Attended |
|Mr. Vipulchandra Acharya ||Chairman ||5 ||5 |
|Mr. Sumeet Ghuntla ||Member ||5 ||5 |
|Mr. Dipesh Pala ||Member ||5 ||5 |
The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting. Recommendations of Audit Committee wherever/whenever given have been acceptedby the Board.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behaviour actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.Jashdealmark.com.
(b) Stakeholders Relationship Committee:
The Board of Directors of the Company has constituted Stakeholders RelationshipCommittee in their Board Meeting held on December 16 2016 in order to mainly focus on theredressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc. During the year under review Stakeholder's Grievance & RelationshipCommittee met 4 (Four) times viz on June 052017 November 142017 February 062017 andMarch 282018.The composition of the Committee and the details of meetings attended by itsmembers are given below:
| || ||Number of meetings during the financial year 2017-18 |
|Name ||Designation ||Eligible to attend ||Attended |
|Mr. Dipesh Pala ||Chairman ||4 ||4 |
| ||Member ||4 ||4 |
|Mr. Sumeet Ghuntla ||Member ||4 ||4 |
During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2018.
(c) Nomination and Remuneration Committee:
The Board of Directors of the Company has constituted Nomination and Remunerationcommittee in their Board Meeting held on December 16 2016 in order to identify thepersons who are qualified to become Directors and may be appointed in senior managementand recommending their appointments and removal. Nomination and Remuneration Committeemeetings are generally held for identifying the persons who are qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal. Further the committee shall also meet as and when the need arises for reviewof Managerial Remuneration. During the year under review Nomination and RemunerationCommittee met 2 (Two) times viz on September 1 2017 and March 28 2018. The compositionof the Committee and the details of meetings attended by its members are given below:
| || ||Number of meetings during the financial year 2017-18 |
|Name ||Designation ||Eligible to attend ||Attended |
|Mr. Hashmukbhai Vavaiya ||Chairman ||2 ||2 |
|Mrs. Mamtaben Thumbar ||Member ||2 ||2 |
|Mr. Pravinbhai M Kumbhani ||Member ||2 ||2 |
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances etc. to its Managing Director and the Executive Directors. Keypoints of the Nomination and Remuneration Policy are;
a. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:
o The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment. o A person should possess adequate qualification expertise and experiencefor the position he/ she is considered for appointment. o In case of appointment ofIndependent Director the Committee shall satisfy itself with regard to the independentnature of the Director vis--vis the Company so as to enable the Board to discharge itsfunction and duties effectively.
b. Policy on remuneration of Director KMP and Senior Management Personnel:
The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis--vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders. The Nominationand Remuneration Policy as adopted by the Board of Directors is placed on the website ofthe Company at www.Jashdealmark.com
Remuneration of Director:
The details of remuneration paid during the financial year 2017-18 to directors of theCompany is provided in Form MGT-9 which is the part of this report.
The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.
Authorised Share Capital
During the year under review the Authorized Share Capital of the Company was increasedRs. 10.00 Cr divided into 10000000 equity shares of Rs. 10/- each.
Subscribed and Paid Up Capital
Resolution for Issue of Bonus Equity Shares to the Equity Shareholders of the Companyin the ratio of 1:1 (i.e. 1 Bonus Shares for every 1 Existing Equity Shares of Rs. 10) bycapitalization of Reserves & Surplus available as per the Audited Financial Statementsof the Company by a sum not exceeding Rs. 49850010/- (Four Crore Ninety Eight LacsFifty Thousand and Ten Rupees Only) was approved by the shareholders in the ExtraOrdinary General Meeting held on March 52018. Thenafter the Board of Directors in theirBoard Meeting held on March 282018 allotted Bonus Equity Shares to the EquityShareholders of the Company whose name appeared in the list of Register of Shareholders/Beneficial Holders as on record date i.e. March 172018 in the ratio of 1:1 (i.e. 1 BonusShares for every 1 Existing Equity Shares of Rs. 10) by capitalization of Reserves &Surplus available as per the Audited Financial Statements of the Company by a sum notexceeding Rs. 49850010/- After capitalization the issued paid up Subscribed capitalis Rs. 99700020/-.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Security covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to the Financial Statement.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
A particular of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Reportas "ANNEXURE A".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the Year under review no significant and material orders passed by anyregulators or courts or tribunals impacting the going concern status and company'soperation in future.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as "ANNEXURE - B" tothe Board's report.
DISCLOSURE OF REMUNERATION
The ratio of the remuneration of each Executive Director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as
"Annexure C". Refer to tables 3A(a) in "ANNEXURE C".
There are no employees who are posted outside India and in receipt of a remuneration of` 60.00 lakh or more per annum or ` 5.00 lakh or more a month.
MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments affecting the financial position of theCompany have occurred between the date of end of financial year of the Company i.e. March31 2018 to the date of this Report except:-
New Manufacturing Line is commenced i.e. manufacturing of Mild Steel and StainlessSteel Items Kitchen Trolley Mild Steel Sheet Stainless Steel Sheet and other works likePunching Blending fabrication etc from June 13 2018 for which requisite new machines andother extra ordinary tools etc were purchased and which was also informed to members onMarch 152018.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2014
To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. During the year under review there were noincidences of sexual harassment reported.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition. The Internal Auditor of the Company carries out review of the internalcontrol systems and procedures. The internal audit reports are reviewed by AuditCommittee.
Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with Companies(Accounts) Rules 2014 is prepared and is enclosed as "ANNEXURE - D".
STATUTORY AUDITOR AND THEIR REPORT:
M/s. Doshi Maru& Associates Chartered Accountants Jamnagar has been appointed asAuditors of the Company for a term of five consecutive years at the Annual General Meetingheld on September 30 2015. They have confirmed that that are no disqualified fromcontinuing as Auditors of the Company. In accordance with the Companies Amendment Act2017 enforced on 7th May 2018 by the Ministry of Corporate Affairs the appointment ofStatutory Auditors is not required to be ratified at every Annual General Meeting. TheNotes to the financial statements referred in the Auditors Report are self-explanatory andtherefore do not call for any comments under Section 134 of the Companies Act 2013.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES
The Company does not have any Subsidiary Joint venture or Associate Company.
M/s Devhari Exports India Limited is a holding Company of our Company by holding 50.15%shares in Our Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.
SECRETARIAL AUDITOR AND THIEIR REPORT
Pursuant to the provisions of Section 204 of the Act read with The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Ms. Zarna P. Solanki Practicing Company Secretary Jamnagar to conduct theSecretarial Audit of the Company for the financial year 2017-18. The Secretarial AuditReport is annexed herewith as "ANNEXURE E" to this Report.
The Secretarial Audit Report annotation relating to Intimation for postponement ofBoard Meeting for adoption of Audited Financial result for the half-year and year ended onMarch 31 2017. Your Directors state that Company is taking necessary pre-caution to avoidsuch late intimations in future.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review; (i) Issue of Equity Shares withdifferential rights as to dividend voting or otherwise; (ii) Issue of shares (includingsweat equity shares) to employees of the Company under any scheme save and ESOS; (iii)Annual Report and other compliances on Corporate Social Responsibility; (iv) There is norevision in the Board Report or Financial Statement; (v) No significant or material orderswere passed by the Regulators or Courts or Tribunals which impact the going concern statusand Company's operations in future; (vi) Information on subsidiary associate and jointventure companies.
Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.Your Directors also take this opportunity to place on record the valuable co-operation andsupport extended by the banks government business associates and the shareholders fortheir continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.
| || ||By the Order of Board of Directors |
| || ||Jash Dealmark Limited |
| ||Sd/- ||Sd/- |
| ||Shailendra Khona ||Dipti Khona |
|Place: Mumbai ||Managing director ||Woman Executive Director |
|Date: September 4 2018 ||DIN:05300483 ||DIN:05300494 |