Your directors present herewith the 41st Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2021.
1. FINANCIAL RESULTS:
(Rs. in lakhs)
|Particulars ||2020-21 ||2019-20 |
|Total Revenue (including other income) ||96.32 ||77.74 |
|Total Expenditure (Excluding Finance Cost Depreciation & Tax) ||(51.45) ||(41.23) |
|Profit/(loss) before Finance Cost Depreciation & Tax. ||44.87 ||36.51 |
|Finance Cost ||(0.92) ||(0.05) |
|Profit/(loss) before Depreciation & Tax ||43.95 ||36.46 |
|Provision for depreciation ||(3.42) ||(3.95) |
|Profit/(loss) before Tax ||40.53 ||32.51 |
|Provision for Tax ||(11.2) ||(0.87) |
|Net profit/(loss) after tax for the year ||29.33 ||33.38 |
|Add: Balance brought forward from Previous year ||(22.62) ||(56.01) |
|Balance carried to next year ||6.71 ||(22.62) |
2. FINANCIAL ANALYSIS AND REVIEW OPERATIONS :
The Company was able to achieve Rs. 96.32 Lakhs as total income during the year ascompared to Rs. 77.74 Lakhs in previous year. During the year under review EBITDA of theCompany is increased from Rs. 36.51 Lakhs to Rs. 44.87 Lakhs while the Company has earnednet profit of Rs. 29.33 Lakhs as compared to Rs. 33.38 Lakhs during previous year.
3. CHANGE IN THE NATURE OF BUSINESS:
During the year under review the Company has not changed nature of business.
The Company has decided to plough back the profits for the future development andexpansion hence the Board of Directors have not recommended any dividend for thefinancial year 2020-21.
5. SHARE CAPITAL:
During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. On 31st March 2021 it stood at Rs. 300lakhs divided into 30 lakhs Equity Shares of Rs. 10 each.
6. ANNUAL RETURN:
The Annual Return pursuant to the provision of Section 92 read with Rule 12 of theCompanies (Management and Administration) Rules 2014 for the financial year 2020-21 inForm No. MGT - 7 is provided upon the website of the Company athttp://www.jayatmaenterprises.com/#/irelations.
7. AUDITORS AND AUDITORS' REPORT: Statutory Auditor:
M/s. V. K. J. D. & Associates Chartered Accountants statutory auditors of theCompany has carried out the statutory Audit and submitted its report for the financialyear ended on 31st March 2021. There is no qualification disclaimerreservation or adverse remark made by the Statutory Auditors in Auditors' Report.
Chintan K. Patel Company Secretary in Practice were reappointed as SecretarialAuditors of the company by the Board to carry out Secretarial Audit for the Financial Year2020-21. The Secretarial Auditors of the Company have submitted their Report in Form No.MR-3 as required under Section 204 of the Companies Act 2013 for the financial yearended 31st March 2021. This Report is self-explanatory and requires nocomments. The Secretarial Audit Report forms part of this report as Annexure - II.
8. SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesn't have any Subsidiaries Associates or Joint Venture Companies.
9. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIESASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesn't have any Subsidiaries Associates or Joint Venture Companies.
10. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES:
There are no companies which have become or ceased to be Company's Subsidiaries Jointventures or Associate companies.
11. CORPORATE GOVERNANCE REPORT:
The Company is exempt under Regulation 27(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 read with Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Hence Annual Report 2020-21does not contain the Corporate Governance Report. Further as and when the company fallsunder the applicability to provide Corporate Governance Report the company will complywith the same. Refer Annexure I.
12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has proper and adequate system of internal control in all spheres of itsactivities to ensure that all its assets are safeguarded and protected against loss fromunauthorized use or disposition and that the transactions are authorized recorded andreported diligently. The Company ensures adherence to all internal control policies andprocedures as well as compliances with all regulatory guidelines. The Audit Committee ofthe Board of Directors reviews the adequacy of internal controls from time to time.
A report on the Internal Financial Control under clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 is annexed to Independent Audit Report on FinancialStatement as Annexure - B.
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE
GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
14. BOARD OF DIRECTORS:
|Name of director ||Category |
|Mr. Nirav K. Shah ||Chairman & Managing Director |
|Mr. Fenil R Shah ||Independent Director |
|Mr. Premal R. Joshi ||Independent Director |
|Mrs. Toshi B. Mehta ||Non-Executive Woman Director |
NUMBER OF MEETINGS AND ATTENDANCE:
The Company sends notice of meetings of the Board well in advance so as to allow theDirectors to block their calendars. There were five meetings of the board viz. 28thJuly 2020 31st August 2020 9th November 2020 22ndJanuary 2021 and 10th February 2021 held during the year details which isrequired pursuant to Section 134(3)(b) of the Companies Act 2013 are given as under:
|Name of director ||No. of Board meetings attended ||Whether attended AGM |
|Mr. Nirav K. Shah ||5 ||Y |
|Mr. Fenil R. Shah ||5 ||Y |
|Mr. Premal R. Joshi ||5 ||N |
|Mrs. Toshi B. Mehta ||5 ||Y |
15. COMPOSITION OF COMMITTEES AND ATTENDANCE:
A. AUDIT COMMITTEE:
Pursuant to provision of Section 177 of the Companies act 2013 during the year underreview five meetings were held on 28th July 2020 31st August2020 9th November 2020 22nd January 2021 and 10thFebruary 2021. The attendance record of the members at the meeting was as follows:
|Name of Member ||Designation ||Attendance |
|Mr. Fenil R. Shah ||Chairman ||5 |
|Mr. Nirav K. Shah ||Member ||5 |
|Mr. Premal R. Joshi ||Member ||5 |
B. NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to provision of Section 178 (1) of the Companies act 2013 during the yearunder review 2 meetings were held on 28th July 2020 and 22ndJanuary 2021. The attendance record of the members at the meeting was as follows:
|Name of Member ||Designation ||Attendance |
|Mr. Fenil R. Shah ||Chairman ||2 |
|Mr. Nirav K. Shah ||Member ||2 |
|Mr. Premal R. Joshi ||Member ||2 |
C. STAKEHOLDER RELATIONSHIP COMMITTEE:
Pursuant to provision of Section 178(5) of the Companies act 2013 during the yearunder review four meetings were held on 28th July 2020 31stAugust 2020 9th November 2020 and 10th February 2021. Theattendance record of the members at the meeting was as follows:
|Name of Member ||Designation ||Attendance |
|Mr. Fenil R. Shah ||Chairman ||4 |
|Mr. Nirav K. Shah ||Member ||4 |
|Mr. Premal R. Joshi ||Member ||4 |
D. MEETING OF INDEPENDENT DIRECTORS:
The meeting of Independent Directors' of the Company was held on 31st March2021 wherein Mr. Fenil R. Shah and Mr. Premal R. Joshi both participated.
16. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 inrelation to financial statements for the year 2020-21 the Board of Directors state that:
(a) In the preparation of Annual Accounts for the period ended 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures.
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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/Loss of the Company for the year ended 31st March 2021.
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) The Directors had prepared the annual accounts for the financial year ended 31stMarch 2021 on a going concern basis.
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
17. DECLARATION AS TO INDEPENDENT DIRECTORS PURSUANT TO PROVISIONS OF SECTION 134(3)(d)READ WITH SECTION 149(6) OF THE COMPANIES ACT 2013:
All the Independent Directors of the Company are neither Managing Director nor a WholeTime Director nor a Manager or a Nominee Director.
(a) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and experience.
(b) (i) Independent Directors are or were not a Promoter of the Company or its Holdingor subsidiary or associate company.
(ii) Independent Directors are or were not related to promoters or directors in thecompany its holding subsidiary or associate company.
(c) Independent Directors have or had no pecuniary relationship with the company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year.
(d) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to 2% or more of its gross turnover or total income or Rs. 50 Lakhs or suchhigher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year
(e) That Independent Directors neither himself nor any of his relatives i. holds orhas held the position of a Key Managerial Personnel or is or has been employee of thecompany or its holding subsidiary or associate company in any of three financial yearsimmediately preceding the financial year in which he is proposed to be appointed.
ii. is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial years in which he is proposed to beappointed of (A) a firm of auditors or company secretaries in practice or costauditors of the company or its holding subsidiary or associate company; or (B) any legalor a consulting firm that has or had any transaction with the company its holdingsubsidiary or Associate company amounting to 10% or more of the gross turnover of suchfirm;
iii. holds together with his relatives less than 2% or more of the total voting powerof the company; or
iv. is a Chief Executive or director by whatever name called or any non-profitorganization that receives 25% or more of its receipts from the Company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or
(f) Independent Directors possesses such other qualifications as may be prescribed.
18. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THEEMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2021:
The particulars of ratio of remuneration of each director to median remuneration of theemployees of the Company for the financial year under report percentage increase inremuneration to each Director and KMP etc. more particularly described under Section197(12) of the Companies Act 2013 and Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are given as under:
|Name of Director and KMP ||Designation ||Performance of the Company |
|Mr. Nirav K Shah ||Managing Director ||The Company was able to achieve Rs. 96.32 Lakhs as total income during the year as compared to Rs. 77.74 Lakhs in Previous Year. During the year under review the Company has earned net profit of Rs. 29.33 Lakhs as compared to 33.38 Lakhs during the Previous Year. |
|Ms. Toshi Mehta ||Non-executive Director || |
|Mr. Fenil R Shah ||Independent Director || |
|Mr. Premal R Joshi ||Independent Director || |
|Mr. Vaibhav Jardosh ||Chief Financial Officer || |
|Mr. Hardik Joshi (Resigned on 30.09.2020) ||Company Secretary || |
|Ms. Pratiti Patel ||Company Secretary || |
i. The ratio of the remuneration of each director & KMP to the median remunerationof the employees of the company: Total Remuneration: Rs. 1148374 Remuneration toManaging director: NIL Remuneration to Company Secretary(Ms. Pratit Patel): Rs. 96930Remuneration to Company Secretary(Mr. Hardik Joshi): Rs. 159691 Remuneration to chiefFinancial officer: Rs. 318000 Remuneration to other Employee: Rs. 550253 Sitting Feespaid to other Director: Rs. 23500 The percentage increase in remuneration of eachdirector Chief Financial Officer Chief Executive Officer Company Secretary or Managerif any in the financial year : NIL ii. The Percentage (%) increase in the medianremuneration of employees: NIL iii. Number of permanent Employees on the rolls of Company: 3 iv. Relationship between average increase in remuneration and company performance: NAv. Comparison of the remuneration of the Key Managerial Personnel against the performanceof the company: The remuneration of KMP is given in point (I).
vi. As the Market Price is reduced to Rs. 19.25 per Share on 31st day ofMarch 2021 and hence the Market Capitalization of the company is reduced to Rs. 577.5Lacs. Price Earnings Ratio:
|As on ||Market Value per Shares (P) ||Earnings Per Share (E) ||P/E Ration |
|31st of March 2021 ||Rs. 19.25 ||0.98 ||19.64 |
|31st of March 2020 ||Rs. 20.00 ||1.11 ||18.01 |
vii. Average percentile increase 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: NOTAPPLICABLE
viii. The key parameters for any variable component of remuneration availed by thedirectors: Directors are paid sitting fees only. Components for the Sitting fees arevariable. Sitting fee depends upon ones attendance of the meeting. The Key parameterstherefore are as envisaged under the Companies Act.
ix. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: No employee is receiving remuneration in excess or higher than theremuneration of Director or Key Managerial Personnel.
x. Affirmation that the remuneration is as per the remuneration policy of the company.All remuneration of the Employees and directors are decided by Nomination &Remuneration Committee and by the Board of Directors within the organization.
19. FORMAL ANNUAL EVALUATION PROCESS BY BOARD PURSUANT TO SECTION 134(3)(p):
The Company has in place a formal mechanism for evaluating its performance as well asthat of its Committees and individual Directors including the Chairman of the Board. TheBoard after taking into consideration the criteria of evaluation laid down by theNomination and Remuneration Committee in its policy such as Board Composition level ofinvolvement performance of duties attendance etc. had evaluated its own performance theperformance of its committees and Independent Directors (excluding the Director beingevaluated) and that of the Chairman and the Non-Independent Directors was carried out bythe Independent Directors in their separate meeting held.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
20. RISK MANAGEMENT:
The Company was already having risk management system to identify evaluate andminimize the Business risks. The Company during the year had formalized the same byformulating and adopting Risk Management Policy. This policy intends to identifyevaluate monitor and minimize the identifiable risks in the Organization.
None of the Directors are receiving Commission from the company.
22. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. However details of transactions with related partiesare given in 26(8) of Accounting Policies by Auditors
23. CORPORATE SOCIAL RESPONSIBILITY:
As Company does not come under the ambit of Section 135 of the Companies Act 2013 andRules of Companies (Corporate Social Responsibility policy) 2014 Company has not formedCorporate Social Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule2014 regarding disclosure of contents of Corporate Social Responsibility Policy is notapplicable to the Company.
24. PARTICULARS OF EMPLOYEES:
Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 read with the Companies Act 2013 it is hereby informedthat none of the employees of the Company was in receipt of remuneration of Rs. 5 Lakhsper month or Rs. 60 Lakhs per annum during the year under review.
25. MAINTENANCE OF COST RECORDS:
The Company falls within the limits specified in Section 148 of the Companies Act andRule 3 of the Companies (Cost Records and Audit) Rules 2014 identifying the Companies whoare required to keep Cost Records undergo a Cost Audit and submit a Cost Audit Report.Hence the provisions with respect to maintenance and submission of Cost Records and CostAudit is not applicable to the Company.
During the year the Company has not accepted any deposits from the public and thereare no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules2014.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of investments made and loans advanced by the company have been given in theFinancial Statement. The Company has not given any Guarantee pursuant to the provision ofSection 186 of the Companies Act 2013.
28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of Companies Act 2013 the Board has approved whistleblower policy/vigil mechanism to enable directors and employees to report to theManagement their concerns about unethical behavior actual or suspected fraud or violationof Company's code of conduct or ethics policy. This mechanism provides safeguards againstvictimization of directors/employees who avail of the mechanism and provides for directaccess to the Chairman of the Audit Committee in exceptional cases. The policy/vigilmechanism has been appropriately communicated to the employees within the organization andhas been put on the Company's website www.jayatmaenterprises.com.
29. SAFETY HEALTH AND ENVIROMENT:
(a) Safety: The Company encourages a high level of awareness of safety issues among itsemployees and strives for continuous improvement. All incidents are analyzed in the safetycommittee meetings and corrective actions are taken immediately. Employees are trained insafe practices to be followed at work place.
(b) Health: Your Company attaches utmost importance to the health of its employees.Periodic checkup of employees is done to monitor their health. Health related issues ifany are discussed with visiting Medical Officer.
(c) Environment: Company always strives hard to give importance to environmental issuesin normal course of operations. Adherence to Environmental and pollution control Norms asper Gujarat Pollution Control guidelines is of high concern to the Company.
30. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.
All Directors and the designated employees have confirmed compliance with the Code.
31. INDEPENDENT DIRECTORS' MEETING:
In compliance with Section 149(8) of the Companies Act 2013 read with Schedule IV ofthe Act and As per SEBI (Listing obligations and Disclosure Requirements) Regulations2015 the Independent Directors met on 31st March 2021 inter alia todiscuss:
a) The performance of Non-Independent Directors and the Board of Directors; b) Theperformance of the Chairperson of the Company c) Assess the quality quantity andtimeliness of flow of information between the management of the Company and the Board ofDirectors that is necessary for the Board of Directors to effectively and reasonablyperform their duties.
All the Independent Directors were present at the meeting.
The Equity shares of the company are listed on BSE Limited and Company has paid AnnualListing Fees up to the Year 2021-22.
33. DISCLOSURE OF SEXUAL HARASSMENT:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 entire staff in the Company is working in a mostcongenial manner and there are no occurrences of any incidents of sexual harassment duringthe year.
34. ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Since the production activities were suspended through the year the statement ofparticulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earning and Outgo pursuant Section 134(3)(m) of the Companies Act 2013 read withRule 3 of the Company (Account) Rule 2014 are not applicable.
Your Directors are pleased to place on record their sincere gratitude to theGovernment Financial Institutions Bankers and Business constituents for their continuedand valuable co-operation and support to the company. They also take this opportunity toexpress their deep appreciation for the devoted and sincere services rendered by theemployees at all level of the operation of the company during the year.
|Nirav Shah |
|Chairman & Managing Director |
|DIN: 00397336 |
|For and on behalf of the Board |
|Fenil Shah |
|DIN: 01558417 |
|Date: 12th August 2021 |
|Place: Ahmedabad |