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Jayatma Industries Ltd.

BSE: 531323 Sector: Industrials
NSE: N.A. ISIN Code: INE250D01017
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NSE 05:30 | 01 Jan Jayatma Industries Ltd
OPEN 8.49
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VOLUME 51
52-Week high 16.17
52-Week low 7.32
P/E 19.74
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.49
CLOSE 8.49
VOLUME 51
52-Week high 16.17
52-Week low 7.32
P/E 19.74
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jayatma Industries Ltd. (JAYATMAINDUSTRI) - Director Report

Company director report

Dear Members

We have pleasure in presenting the 37th Annual Report of the Company alongwith the audited statement of accounts for the year ended 31st March 2021. Thefinancial results for the year are shown below.

1. FINANCIAL RESULTS:

(Rs. in lakhs)

Particulars 2020-21 2019-20
Total Revenue (including other income) 15538.08 11661.21
Total Expenditure (Excluding Finance Cost Depreciation & Tax) (15302.46) (11375.35)
Profit/(loss) before Finance Cost Depreciation & Tax. 235.62 285.86
Finance Cost (172.51) (239.42)
Profit/(loss) before Depreciation & Tax 63.11 48.44
Provision for depreciation (31.48) (34.00)
Profit/(loss) before Tax 31.63 14.44
Provision for Tax (8.22) 3.98
Net profit/(loss) after tax for the year 23.41 18.41
Add: Balance brought forward from Previous year 131.52 113.11
Balance carried to next year 154.93 131.52

2. FINANCIAL / OPERATIONAL PERFORMANCE: Revenue from operations (gross):

The Financial year 2020-21 has been very challenging and uncertain year. The COVID-19pandemic resulted in complete lockdown for the 1st quarter of the financial year. Therewas a constant challenge to maintain balance between lives and livelihood. In that toughand uncertain times you company has achieved a revenue growth of more than 33% with grossrevenue sales of Rs. 155.38 crores Similarly the profit before tax has increased by 119%and the net profit has increased by more than 27%.

3. CHANGE IN THE NATURE OF BUSINESS:

During the year under review the Company has not changed nature of business.

4. DIVIDEND:

The Company has decided to plough back the profits for the future development andexpansion hence the Board of Directors has not recommended any dividend for the financialyear 2020-21.

5. SHARE CAPITAL:

During the year under review the Company has not issued any shares. The total paid upcapital of the company at the end of financial year 2020-2021 stood Rs. 61530000/-(Rupees Six Crores Fifteen Lakh Thirty Thousand Only).

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.jayatmaindustries.com/investor_relation.html.

7. AUDITORS AND AUDITORS' REPORT: Statutory Auditor:

M/s. GMCA & Co. Chartered Accountants statutory auditors of the Company hascarried out the statutory Audit and submitted its report for the financial year ended onMarch 31 2021. There is no qualification disclaimer reservation or adverse remark madeby the Statutory Auditors in Auditors' Report.

Secretarial Auditor:

Chintan K. Patel Company Secretary in Practice was reappointed as SecretarialAuditors of the company by the Board to carry out Secretarial Audit for the Financial Year2021-2022. 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 - III.

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) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Regulation 15 of Chapter IV 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 Annex – II attached herewith.)

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a 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. Janak G. Nanavaty Chairman & Independent Director
Mr. Nirav K. Shah CEO & Director
Mr. Fenil R. Shah Independent Director
Mr. Rajan P. Parikh Independent Director
Mrs. Toshi B. Mehta Non-Executive Director

15. 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 seven meetings of the board viz.17.06.2020 30.07.2020 31.08.2020 11.11.2020 05.12.2020 12.02.2021 and 25.03.2021 heldduring the year details which is required pursuant to section 134(3)(b) of the CompaniesAct 2013 are given as under:

Name of director No. of Board meetings attended Whether attended AGM held on 26.09.2020
Mr. Nirav K Shah 7 Y
Mr. Fenil R Shah 7 Y
Mr. Rajan P. Parikh 7 N
Mr. Janak G Nanavaty 7 N
Mrs. Toshi B. Mehta 7 Y

16. COMPOSITION OF COMMITTEES AND ATTENDANCE:

A. AUDIT COMMITTEE:

Pursuant to provisions of Section 177 of the Companies act 2013 during the year underreview four meetings were held on 30.07.2020 31.08.2020 11.11.2020 and 12.02.2021 Theattendance record of the members at the meeting was as follows:

Name of Member Designation Attendance
Mr. Janak G Nanavaty Chairman 4
Mr. Nirav K Shah Member 4
Mr. Fenil R Shah Member 4
Mr. Rajan P. Parikh Member 4

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provision of section 178 (1) of the Companies act 2013 The nomination andremuneration Committee met twice in the financial year 2020-2021 i.e on 17thJune 2020 and on 25th March 2021. The attendance record of the members at themeeting was as follows:

Name of Member Designation Attendance
Mr. Janak G Nanavaty Chairman 2
Mr. Rajan Parikh Member 2
Mr. Fenil R Shah Member 2

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to provision of section 178 (5) of the Companies act 2013 during the yearunder review three meetings were held on 31.08.2020 11.11.2020 12.02.2021. Theattendance record of the members at the meeting was as follows:

Name of Member Designation Attendance
Mr. Janak G Nanavaty Chairman 3
Mr. Rajan Parikh Member 3
Mr. Fenil R Shah Member 3

D. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company held on 31st March 2021 whereinall the independent directors were present.

17. 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 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures.

b) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit/Loss of the Company for the year ended 31stMarch 2021.

c) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d) The Directors had prepared the annual accounts for the financial year ended31st March 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 theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

18. RELATED PARTY TRANSACTION:

There were no materially significant related party transactions entered into betweenthe Company Directors management or their relatives. Hence disclosure in Form AOC-2 isnot provided. All the contracts/arrangements/transactions entered into by the Company withthe related parties during the financial year 2020-21 were in the ordinary course ofbusiness and on arm's length basis as disclosed in the financial statements. The detailsof related party disclosure form a part of notes to the financial statements provided inthe annual report.

19. 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 ofintegrity and possesses relevant expertise and experience.

b) I. Independent Directors are or were not a Promoter of the Company orits Holding or subsidiary or associate company. II. Independent Directors are orwere not related to promoters or directors in the company its holding subsidiary orassociate company.

c) Independent Directors have or had no pecuniary relationship with the companyits holding subsidiary or associate company or their promoters or directors during thetwo immediately preceding financial years or during the current financial year.

d) None of whose relatives has or had pecuniary relationship or transaction withthe company its holding subsidiary or associate company or their promoters ordirectors amounting to 2% or more of its gross turnover or total income or Rs. 50 Lakhsor such higher 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 or has held the position of a Key Managerial Personnel or is or hasbeen employee of the holding subsidiary or associate company in any of three financialyears immediately 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 orCost Auditors of the company or its holding subsidiary or associate company; or B. Anylegal or 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 votingpower of 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 possess such other qualifications as may be prescribed.

20. 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 Key Managerial Personnel etc. more particularlydescribed under Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given as under;

Name of Director and KMP Designation Performance of the Company
Mr. Nirav K Shah CEO and Director The Company was able to achieve Rs. 155.3808 crores as total revenue during the year as compared to Rs. 116.6121 crores in Previous Year. During the year under review the Company has earned net profit of Rs. 23.41 Lakhs as compared to 18.41 Lakhs during the Previous Year.
Mr. Fenil R Shah Independent Director
Mr. Janak G Nanavaty Independent Director
Mr. Rajan Parikh Independent Director
Ms. Toshi Mehta Non-Executive Director
Mr. Mayank Thaker Chief Financial officer
Ms. Charvi Nayani (Resigned on 12.11.2020) Company Secretary
Mr. Hardik Joshi (Appointed on 25.03.2021) Company Secretary

I. The ratio of the remuneration of each director to the median remuneration ofthe employees of the company:

Total Remuneration: Rs. 1367697

Remuneration to Company Secretary (Ms. Charvi Nayani): Rs. 184028

Remuneration to Company Secretary (Mr. Hardik Joshi): Rs. 9691

Remuneration to Chief Financial Officer (Mr. Mayank Thaker): 554620

Remuneration to other Employee: Rs. 619358

Sitting Fees paid to other Director: Rs. 41250

II. The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear: NIL

III. The Percentage (%) increase in the median remuneration of employees: Nil

IV. Number of permanent Employees on the rolls of Company: 5

V. The Market Capitalisation of the Company as at 31st March 2021 is441.4696 lakhs against Rs. 419.8592 lakhs as at 31st March 2020.

Price Earnings Ratio:

As on Market Value per Shares (P) Earnings Per Share (E) P/E Ratio
31st of March 2021 Rs. 7.15 0.38 18.82
31st of March 2020 Rs. 6.80 0.30 22.67

VI. 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 as there was no increase in the managerial remuneration.

VII. The key parameters for any variable component of remuneration availed bythe directors: 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.

VIII. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year; and No employee is receiving remuneration in excess or higherthan the remuneration of Director or Key Managerial Personnel.

IX. Affirmation that the remuneration is as per the remuneration policy of thecompany. All remuneration of the Employees and directors are decided by the Nomination& Remuneration Committee and by the Board of Directors within the organization.

21. 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).

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

22. RISK MANAGEMENT:

The Company was already having a 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.

23. COMMISSION:

None of the Directors are receiving Commission from the company.

24. CORPORATE SOCIAL RESPONSIBILITY:

As Company does not come under the ambit of 135 of the Companies Act 2013 and Rules ofCompanies (Corporate Social Responsibility policy) 2014 Company has not formed CorporateSocial Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule 2014regarding disclosure of contents of Corporate Social Responsibility Policy is notapplicable to the Company.

25. 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 lakhs permonth or Rs. 60 lakhs per annum during the year under review.

26. MAINTENANCE OF COST RECORDS:

The Company falls within the limits specified in Section 148 of the Companies Act 2013and rule 3 of the Companies (Cost Records and Audit) Rules 2014 identifying the Companieswho are required to keep Cost Records undergo a Cost Audit and submit a Cost AuditReport. Hence the provisions with respect to maintenance and submission of Cost Recordsand Cost Audit is not applicable to the Company.

27. DEPOSITS:

During the year under review the Company had not accepted any deposit from publicduring the year.

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of investments made and loans advanced by the company have been given in noteto the Financial Statement. The Company has not given any Guarantee pursuant to theprovision of Section 186 of the Companies Act 2013.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act 2013 the rules made thereunder and theRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns about any instance of any irregularity unethical practice and/ormisconduct. This mechanism provides safeguards against victimization ofdirectors/employees who avail of the mechanism and provides for direct access to theChairman of the Audit Committee in exceptional cases. The policy/vigil mechanism has beenappropriately communicated to the employees within the organization and has been put onthe Company's website www.jayatmaindustries.com.

30. SAFETY HEALTH AND ENVIRONMENT:

(a) Safety: The Company encourages a high level of awareness of safety issuesamong its employees and strives for continuous improvement. All incidents are analyzed inthe safety committee meetings and corrective actions are taken immediately. Employees aretrained in safe practices to be followed at work place.

(b) Your company attached importance to the health of its employees. Periodiccheckup of employees is done to monitor their health. Health related issues if any arediscussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmentalissues in normal course of operations. Adherence to Environmental and pollution controlNorms as per Gujarat Pollution Control guidelines is of high concern to the Company.

31. 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 Board Directors and the designated employees have confirmed compliance with theCode.

32. 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) The performance of the Chairperson of the Company

c) Assess the quality quantity and timeliness of flow of information betweenthe management of the Company and the Board of Directors that is necessary for the Boardof Directors to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

33. LISTING:

The Equity shares of the company are listed on BSE Limited and Company has paid AnnualListing Fees up to the Year 2021-2022.

34. 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.

35. ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The Company is strongly motivated by adaption of concept of green energy. Theproduction process of the Company is majorly driven by the in house production ofelectricity and same is being generated by use of renewable resources of energy. Thecompany hugely contributing towards the green initiative. As required by the Section 134(3)(m) of The Companies Act 2013 read with rule 3 of the Companies (Account) Rule 2014the relevant data pertaining to Conservation of Energy Technology Absorption and ForeignExchange Earning and Outgo pursuant are given in Annexure-I to this Report.

36. ACKNOWLEDGMENTS:

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.

Date: 12th August 2021 For and on behalf of the Board
Place: Ahmedabad Nirav Shah Fenil Shah
CEO & Director Director
DIN: 00397336 DIN: 01558417

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