To The Members
Jattashankar Industries Limited
The Directors of your Company have pleasure in presenting their 33rd AnnualReport together with Audited accounts of the Company for the year ended March 31 2021.
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 |
| ||2021 (Rs in Lakhs) ||2020 (Rs in Lakhs) |
|Revenue from Operation ||1514.07 ||1663.85 |
|Other Income ||72.28 ||51.75 |
|Profit Before Exceptional and Extraordinary Items and Tax ||90.50 ||87.36 |
|Profit Before Tax ||90.50 ||87.36 |
|Taxes ||31.80 ||21.26 |
|Profit After Tax ||58.70 ||66.10 |
|Brought forward profit /(losses) ||519.63 ||453.53 |
|Carried forward profit ||578.33 ||519.63 |
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 2020-21 is Rs. 1514.07 Lacs as againstRs. 1663.85 Lacs in the previous year. The profit after tax is Rs.58.70 Lacs as againstRs. 66.10 Lacs 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 givencircumstance
The nationwide lockdown which was imposed due to outbreak of covid-19 pandemic hasseverely impacted business operation of the company during first quarter of financial year2021-22. However company expect to recover and perform well during remaining 3 quarter offinancial year subject to improvement in prevailing conditions after lifting lockdown inphase manner
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 2021 remained at Rs. 43871000/-comprising of 4387100 equity shares of Rs. 10/- each. The Company has not bought backany securities or issued any Sweat Equity shares or bonus shares or provided any stockoption scheme to employees during the year under review.
Number of Meetings of the Board
During the year Seven 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. ||18 May 2020 ||6 ||6 |
|2. ||31 July 2020 ||6 ||6 |
|3. ||21 August 2020 ||6 ||6 |
|4. ||15 September 2020 ||6 ||6 |
|5. ||30 September 2020 ||6 ||6 |
|6. ||12 November 2020 ||6 ||6 |
|7. ||22 December 2020 ||6 ||6 |
|8. ||13 January 2021 ||6 ||6 |
|9. ||12 February 2021 ||6 ||6 |
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.
Re-appointment of Mr. Jattashankar Poddar (DIN: 00335747) as Managing Director of theCompany for a period of 3 (Three) years with effect from 01/10/2021 upto 30/09/2024. TheNomination and Remuneration Committee and Board of Directors at their respective Meetingsheld on 09th August 2021 have recommended for the re-appointment of Mr. JattashankarPoddar as Managing Director of the Company on the terms and conditions as set out in theExplanatory Statement annexed to the Notice.
Mrs. Richa Choudhary (DIN 07218765) who was appointed as an Additional Director of theCompany by the Board of Directors w.e.f. August 09 2021 and who holds office up to thedate of this Annual General meeting The Nomination and Remuneration Committee and Boardof Directors at their respective Meetings held on 09th August 2021 have recommended forthe appointment of as an Non-Executive Independent Director not liable to retire byrotation to hold office for a term of 5 (Five) consecutive years up to the conclusion ofthe 38th Annual General Meeting of the Company.
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. Varsha Maheshwari* Company Secretary arethe key managerial personnel of the Company. (*Appointed w.e.f 30.09.2020)
Declaration by Independent Directors
Declaration given by Independent Directors that they meet the criteria of independenceas provided in subsection (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 2021 four audit committee meetings were held on 31st July 202015th September 2020 12th November 2020 and 12th February 2021.
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 two meetings of the Committee hasbeen held on 31st July 2020 and 21st September 2020. The Board has framed apolicy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & remuneration Policy is available on the website of theCompany.
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 theprocess of Risk Management and evaluate the elements of business risk. The risk managementframework defines the risk management approach of the company and includes periodic reviewof such and also documentation 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 2021 StakeholdersRelationship Committee had four meetings which were held on 31st July 2020 15thSeptember 2020 12th November 2020 and 12th February 2021 respectively. The Companyduring the year had received one complaint which were resolved and there were no pendingcomplaints as on March 31 2021.
Independent Directors Meeting
During the year under review the Independent Directors met on 22nd March2021 inter-alia to discuss: Evaluation of the performance of Non independent Directors& the Board of Directors as whole; Evaluation of the performance of the Chairman ofthe Company taking into account the views 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 taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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 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 all applicablelaws 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 the Annual Return and Extract ofAnnual Return of the Company is available on the Company's website athttp://www.jsil.in/ir-annual-return-and-extract-of-annual-return.php.
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 2021 is attachedas Annexure 3 of this Board's Report. The Secretarial Audit Report does not contain anyqualification 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
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 and were placed beforeAudit committee for approval.
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 SexualHarassment of Women at workplace and has set up committee for implementation of saidpolicy. During the year Company has not 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 2021.
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 2020-2021 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. (Annexure -2)
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 Secretary andCertification from CEO/CFO are not given in Annual Report.
Internal Financial Control Systems and their Adequacy
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 completeness ofthe accounting records and the timely preparation of reliable financial disclosures. Thesystems and operations are regularly reviewed by audit committee to ensure and reviewtheir effectiveness and implementation. The audit committee also issues directives forenhancement 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: - 09/08/2021 || |
| ||Managing Director |
| ||DIN: 00335747 |