Jattashankar Industries Limited
The Directors of your Company have pleasure in presenting their 31st Annual Reporttogether with Audited accounts of the Company for the year ended March 31 2019.
The Company's financial performance for the year under review along with previousyear's figures are given hereunder:
|Particulars ||Year ended 31st March ||Year ended 31st March |
| ||2019 (Rs In Lakhs) ||2018 (Rs In Lakhs) |
|Revenue from Operation ||2040.64 ||2660.87 |
|Other Income ||49.87 ||62.20 |
|Profit Before Exceptional and Extraordinary Items and Tax ||238.37 ||268.21 |
|Profit Before Tax ||238.37 ||268.21 |
|Taxes ||54.50 ||68.01 |
|Profit After Tax ||183.87 ||200.20 |
|Brought forward profit /(losses) ||269.66 ||56.74 |
|Mark to Market Profit Loss on Mutual Fund as per New Indian AS ||- ||12.72 |
|Carried forward profit ||453.53 ||269.66 |
Review of Operations
Despite the difficult market conditions your Company has managed to achieve reasonablygood performance during the year. The Company's turnover for the Financial Year 2018-19was Rs. 20.41 crore as against Rs. 26.61 crore in the previous year. The profit after taxis Rs. 1.84 crore as against Rs. 2.00 crore in the previous year.
There is no change in nature of business of the Company during the Financial Year underreview. Overall performance for the year is considered to be satisfactory under givencircumstances.
Your Directors regret their inability to recommed dividend in order to conserveresources for future growth of the Company.
There was no change in the Company's share capital during the year under review. TheCompany's paid up equity share capital as on March 31 2019 remained at Rs. 43871000/-comprising of 4387100 equity shares of Rs. 10/- each.
The Company has not bought back any securities or issued any Sweat Equity shares orbonus shares or provided any stock option scheme to employees during the year underreview.
Number of Meetings of the Board
During the year five Board Meetings were convened and held. The details are givenbelow. The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.
|Sr. No. ||Date of Board Meeting ||Total Strength of the Board ||No. of Directors Present |
|1. ||30 May 2018 ||5 ||5 |
|2. ||28 June 2018 ||5 ||5 |
|3. ||14 August 2018 ||6 ||3 |
|4. ||14 November 2018 ||6 ||6 |
|5. ||14 February 2019 ||6 ||5 |
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Ankur Sharad Poddar (DIN: 03102299) Director shallretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment as a Director of the Company.
The Board recommends his re-appointment for the consideration of the members of theCompany at the ensuing Annual General Meeting.
Mr. Udit Sanatkumar Master (DIN: 02424071) and Mr. Sandeepkumar Modi (DIN: 02420276)were appointed as Independent Directors of the Company to hold office for a term of five(5) consecutive years with effect from 29th September 2014. The Nomination andRemuneration Committee and Board of Directors at their respective Meetings held on 13thAugust 2019 have recommended for the re-appointment of Mr. Udit Sanatkumar Master) andMr. Sandeepkumar Modi as Independent Directors of the Company not liable to retire byrotation for a second term of five consecutive years with effect from the date of thisAnnual General Meeting.
The brief resume and other information/details of Directors recommended forappointment/ re-appointment as required under Regulation 36(3) of the ListingRegulations and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) aregiven in Annexure to the Notice of the ensuing Annual General Meeting which is being sentto the shareholders along with Annual Report.
Key Managerial Personnel
Mr. Jattashankar Poddar Managing Director Dr. Sharad Poddar Whole Time Director Mr.Ankur Poddar Chief Financial Officer and Mrs. Swati Gupta* Company Secretary are the keymanagerial personnel of the Company. (*Resigned w.e.f 13.08.2019)
Declaration by Independent Directors
Declaration given by Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 is received andtaken on record.
Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement theBoard has carried out an annual performance evaluation in the specified manner of itsown performance the directors individually as well as the evaluation of the working ofits Audit Nomination & Remuneration Stakeholder Relationship Committee andCompliance Committees.
Committees of the board Audit Committee
The Audit committee comprises Independent Directors namely Mr. Udit Master Mr. SandeepKumar Modi and Executive Director Mr. Jattashankar Poddar Managing Director. During theyear ended March 31 2019 four audit committee meetings were held on 30th May 2018 14thAugust2018 14th November 2018 and 14th February 2019.
Nomination & Remuneration Committee & Policy
In compliance with section 178 of the Act and of the Listing Agreement the Board hasconstituted "Nomination and Remuneration Committee" which comprises Nonexecutive Directors namely Mrs. Seema Poddar Independent Directors Mr. Udit Master andMr. Sandeep Kumar modi. During the year under review three meetings of the Committee hasbeen held on 30th May 2018 20th June 2018 and 3rd August 2018.
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.The Nomination & remuneration Policy is available onthe website of the Company.
Risk Management Committee & Policy
The Company has formed a business risk management committee consisting of Mr.Jattashankar Poddar (Chairman) Mr. Udit Master Member Mr. Sandeepkumar Modi Mr. SharadPoddar as members of the Committee.
During the year of review company engaged in the process of Risk Management andevaluate the elements of business risk. The risk management framework defines the riskmanagement approach of the company and includes periodic review of such and alsodocumentation mitigating controls and reporting mechanism of risk.
Stakeholders Relationship Committee
This Committee comprises of Mrs. Seema Poddar (Chairperson) Mr. Udit Master and Mr.Jattashankar Poddar as members. During the year ended 31st March 2019 StakeholdersRelationship Committee had four meetings which were held on 30 May 2018 14th August2018 14th November 2018 and 14th February 2019 respectively. The Company during theyear had received eight complaints which were resolved and there were no pendingcomplaints as on March 31 2019.
Independent Directors Meeting
During the year under review the Independent Directors met on 22nd March 2019inter-alia to discuss:
Evaluation of the performance of Non independent Directors & the Board of Directorsas whole;
Evaluation of the performance of the Chairman of the Company taking into account theviews of the executive and non-executive directors.
Evaluation of the quality content and timelines of flow of information between themanagement and the board that is necessary for the board to effectively & reasonablyperform its duties.
Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.
In pursuant to the provisions of Section 177(9) & 177 (10) of the Companies Act2013 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism policy was adopted by the board of Directors on 30th May2014.This policy is available on the website of the Company at www.jsil.in
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 the directors would like to statethat:-
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the company for the year under review; (c) The directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor 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 control to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; (f) There is a proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure-2
In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended vide the Companies (Amendment) Act2017 and the Companies (Audit and Auditors) Amendment Rules 2018 respectively M/s. K.K.Jhunjhunwala & Co. Chartered Accountants (Registration No. 111852W) the Auditors ofthe Company hold office for a consecutive period of five(5) years until the conclusion ofThirty Fourth (34th) Annual General Meeting of the Company and their appointment is notrequired to be ratified each year at Annual General Meeting of the Company. The Auditorshave confirmed to the Company that they continue to remain eligible to hold office as theAuditors and not disqualified for being so appointed under the Companies Act 2013 theChartered Accountants Act 1949 and the rules and regulations made thereunder.
The Auditors' Report on the financial statements of the Company form a part of theAnnual Report. There is no qualification reservation adverse remark disclaimer ormodified opinion in the Auditors' Report which calls for any further comments orexplanations. The observation made in the Auditors Report read together with relevantnotes thereon are self-explanatory and hence do not call for any further comments underSection 134 of the Companies Act 2013.
Secretarial Audit and Audit Report
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 Kala Agarwal Practicing Company Secretary COP no. 5356 to undertake thesecretarial audit of the Company As required under Section 204 (1) of the Companies Act2013. The Secretarial Audit Report for the financial year ended 31st March 2019 isattached as Annexure 3 of this Board's Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 and amendmentsthereto.
Particulars of Loans Guarantees and Investments
There were no loans guarantees and investments made by the company under Section 186of the Companies Act 2013 during the year under review.
The Company does not have any subsidiary.
Related party Transactions
All related party transactions that were entered during the financial year were onarm's length basis and were in the ordinary course of business.
Material Changes and Commitments affecting the financial position of the Company
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
Significant and Material Orders passed by The Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings andExpenditure
As required Under Section 134(3) (m) of the Companies Act 2013 read with the Companies(Disclosure of particulars in the report of the Board of Directors) Rules 88 and Rule 8(3) of Companies (Accounts) Rules 14 and forming part of the report of the Directors. Annexure-1
Particulars of Employees
The information required under section 197 of Companies act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 forms part of thisAnnual Report. However this information is not sent along with this report pursuant toprovision of section 136 of the Act. Any shareholder interested in obtaining a copy of thesame may write to the Company Secretary / Compliance Officer at the registered office ofthe Company.
Obligation of Company under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
Transfer of Amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to investor Education andProtection Fund as on 31st March 2019.
Corporate Social Responsibility Initiatives
The criteria prescribed for the applicability of Corporate Social Responsibility underSection 135 of the Companies Act 2013 is not applicable to the Company.
The Company's equity shares are listed at BSE Limited and the Annual Listing Fees forthe year 2019-2020 has been paid to the Exchange.
The relations between the employees and the Management have remained cordial andharmonious during the year under review.
Management Discussion and Analysis Report
Management Discussion Analysis Report is annexed as a part of the Report.
In accordance with Regulation 15 of the SEBI(LODR) Regulations 2015 the CorporateGovernance provisions are not applicable to your Company as the Paid up Equity ShareCapital of the Company is not exceeding Rs. 10 Crores and Net Worth of the Company is notexceeding Rs. 25 Crores as on the last day of previous financial year. AccordiglyCorporate Governance Report Certification from Practicing Company Secreatary andCertification from CEO/CFO are not given in Annual Report.
Internal Financial Control Systems and their Adequecy
The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the company's policies safeguarding itsassets the prevention on detection of frauds and errors the accuracy and completelynessof the accounting recordsand the timely preparation of reliable financial disclosures.
The systems and operations are regularly reviewed by audit committee to ensure andreview their effectiveness and implementation. The audit committee also issues directivesfor enhancement in scope and coverage of specific areas wherever felt necessary.
Your Directors would like to express their appreciation for the assistance andco-operation received from the Financial Institutions Banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For Jattashankar Industries Limited |
| ||Jattashankar Poddar |
|Place: Mumbai || |
|Date:-13/08/2019 ||Managing Director |
| ||DIN: 00335747 |