Jaybharat Textiles & Real Estate Ltd.
|BSE: 512233||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE091E01039|
|BSE 00:00 | 22 Nov||Jaybharat Textiles & Real Estate Ltd|
|NSE 05:30 | 01 Jan||Jaybharat Textiles & Real Estate Ltd|
|BSE: 512233||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE091E01039|
|BSE 00:00 | 22 Nov||Jaybharat Textiles & Real Estate Ltd|
|NSE 05:30 | 01 Jan||Jaybharat Textiles & Real Estate Ltd|
Your Directors have pleasure in presenting the 32nd Annual Report and theAudited Statements of Accounts of your Company for the financial year ended 31 st March2017.
Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from 01st April 2016. Financial Statements for the year ended and as at March 312016 have been restated to conform to Ind AS.
Note: Previous year figures have been regrouped / rearranged wherever necessary.
Due to huge loss your Directors are unable to recommend any dividend on the equityshares for the year under review.
REVIEW OF OPERATIONS:
The Company has achieved Revenue from operations of Rs. 6617.67 Lakhs inFinancial Year 2016-17 as against Rs. 11838.90 Lakhs in previous Financial Year2015-16. During the year 2016-17 Interest outgo of the Company has registered at Rs. 4716.01Lakhs as against Rs. 4539.18 Lakhs in the previous year 2015-16. The Depreciationhas registered during the Current Year at Rs. 1529.66 Lakhs as against Rs. 1532.92Lakhs for the previous year 2015-16. In the financial year 2016-17 the Company hasincurred Net Loss of Rs. 6022.93 Lakhs as against Net Loss of Rs. 5986.59Lakhs in Financial Year 2015-16.
The Company experienced that the efficiencyof plant and machineries especiallySpinning Machines have gone down and set up an in house Expert Group to suggest measuresfor Technology up gradation and Modernization. As per their recommendations old machinesincluding Ring Frames requiring expenditure towards repairs and maintenance consuminghigh power with low output have been identified and shifted to workshop/godowns forappropriate action.
Jaybharat Textiles And Real Estate Limited ("the Company") has only onesubsidiary Company namely M/s. Pulgaon Cotton Mills Limited. There has been no materialchange in the nature of the business of subsidiary company.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule5 of The Companies (Accounts) Rules 2014 the statement containing salient features ofthe financial statements of the Company's subsidiary (in Form AOC-1) is attached as AnnexureA.
Members who wish to receive the full Report and Accounts including the Report andAccounts of the Subsidiary Company will be provided with it upon receipt of a writtenrequest. This will help save considerable cost in connection with printing and mailing ofthe Report and Accounts.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure D".
MEETINGS OF THE BOARD
Four meetings of the Board of Directors and Four Meeting of audit committee were heldduring the year. For further details please refer report on corporate governance sectionin this Annual Report.
COMMITTEES OF THE BOARD
Currently the Board has Five committees: the Audit Committee Nomination andRemuneration Committee Management and Finance Committee Stakeholder's RelationshipCommittee Sexual Harassment Committee. All committees consist entirely of independentdirectors.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Independent Directors of the Company have declared that they meet the criteria ofindependence as laid down in Section 149(6) of Act and SEBI Listing Regulations. In theopinion of the Board they fulfill the conditions of Independence as specified the Act andRules made there under and are independent of the management.
Mr. Deepak Mathur has resigned as Chairman and Director of the Company with effect from12th August 2016. The Directors place on record appreciation of the invaluableservices of Mr. Deepak Mathur as the Chairman and Director of the Company. Mr. PushpendraPratap Singh ceased to be a Director with effect from 12th August 2016 theBoard place on record appreciation of the invaluable services of Mr. Pushpendra PratapSingh as Director of the Company.
The Company nominated Mr. Rajiv Gupta Managing Director as Chairman of the Company inplace of Mr. Deepak Mathur with effect from 19th June 2017. Further inManagement & Finance Committee Meeting held on 01st August 2017 Mrs. Neha Patil waselected as Chairperson of the Company and Mr. Rajiv Gupta Managing Director of theCompany ceased to be Chairman of the Company.
Ms. Neha Patil retires by rotation and being eligible offered herself forre-appointment.
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") the Nomination andRemuneration Committee have defined the evaluation criteria procedure and time schedulefor the Performance Evaluation process for the Board its Committees and Director.
In accordance with the criteria and procedure the Independent Directorsconsidered/evaluated the Board's performance Performance of the Chairman and otherNon-Independent Directors.
The Board has undergone a formal review which comprised Board effectiveness survey andreview of materials. The Board subsequently evaluated its own performance the working ofits committees (Audit Committee Nomination and Remuneration Committee StakeholderRelationship Committee Risk Management Committee and Management and Finance Committee)and Independent Directors (without the participation of the relevant director) TheDirectors were evaluated on aspects such as attendance and contribution at Board /Committee Meetings and guidance/support to the management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding the strategic agenda of the Board encouraging active engagement by all Boardmembers and motivating and providing guidance to the Managing Director Areas on which theCommittees were assessed included degree of fulfillment of key responsibilities adequacyof Committee composition and effectiveness of meetings.
The performance evaluation of Independent Directors was carried out by the entireBoard excluding the director being evaluated. The performance evaluation of the chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board its Committee and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2017 and of the profit of the Company for the year ended on thatc. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company familiarizes its Independent Directors with the Company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc. through various programmers.
The details of such familiarization programmed shall be disclosed on the Company'swebsite at the following web link: http:// Jaybharat.org/wp/
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2016- 17.:
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / of theCompany and its future operations. Hence disclosure pursuant to Rule 8 (5) (vii) ofCompanies (Accounts) Rules 2014 is not required.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director. The Internal Audit Department monitors andevaluates the efficiency and compliance with operating systems accounting procedures andpolicies at all locations of the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. observations and recommendations along with corrective actionsthereon are presented to the Audit Committee Significant of the Board.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website under the web link: http://Jaybharat.org/wp/. The Code lays downthe standard procedure of business conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders. The Code gives guidance through examples on the expected behaviour from anemployee in a given situation and the reporting structure. All the Board Members and theSenior Management personnel have confirmed compliance with the Code. All Management Staffwere given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
Pursuant to the Section 177(9) and 177(10) of the Companies Act 2013 and Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and corporate governancerequirements as per SEBI Listing Regulations the Board of Directors have approved thePolicy on Vigil Mechanism / Whistle Blower and the same has been hosted on the Website ofthe Company. This Policy inter-alia provides a direct access to the Chairman of the AuditCommittee.
Your Company hereby affirms that no Director / employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
RELATED PARTY TRANSACTIONS:
All transactions entered by the Company with Related Parties were in the OrdinaryCourse of Business and at Arm's Length pricing basis. There were no materially significanttransactions with Related Parties during the financial year 2016-17 which were in conflictwith the interest of the Company. Suitable disclosures as required under AS-18 have beenmade in Notes to the financial statements.
The Company has also adopted Related Party Transaction Policy as required under SEBIListing Regulations.
The Board has approved the policy on Related Party Transactions and MaterialSubsidiary. The policies have been uploaded on the Company's website under the web link:http://Jaybharat.org/wp/related-party-transactions/
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN MARCH 31 2017 AND 11TH AUGUST 2017:
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2017) and the date of the Report(August 11 2017).
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. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as AnnexureB to the Board's report.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 none of the employees drew remuneration of Rs. 10200000/- or more perannum/ Rs. 850000/- or more per month during the year or drew remuneration in excess ofthe remuneration drawn by Managing Director or Whole-time Directors or Manager and doesnot hold either by himself or through his spouse or dependent children 2 per cent or moreequity shares of the company. Disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the Annexure C forming a part of Annual Report.
In terms of the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the Annual Report excluding the aforesaid information is being sentto the members of the Company. The said information is available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished without any fee and free of cost.
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.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Detail of loans investments guarantees and securities covered under the provision ofsection 186 of the Act are given in the notes to the financial statement.
The properties stock assets of your Company are adequately insured.
REPORT ON CORPORATE GOVERNANCE
The Company has complied with Corporate Governance Code as stipulated under SEBIListing Regulations. A separate section on Corporate Governance along with a certificatefrom M/s. A. F. Khasgiwala & Co. Statutory Auditors and Shri Rajiv Kumar GuptaManaging Director confirming the compliance with the said Regulations forms part of thisreport.
HUMAN RESOURCES MANAGEMENT
The Company recognizes that in a people-intensive business major gains can be scoredin the area of productivity management. In view of this the Company has strengthened itspeople management through performance-linked incentives amenities trainingmulti-skilling and career path identification.
The Company is of firm belief that good Human Resource (HR) Management would ensuresuccess through high performance. HR strategy and plans of the Company are deeply embeddedwith the organizational goals. In order to enhance the manpower productivity the goal isset to increase the production capacity of the plant and rationalize the manpower throughscientific study. All the operational goals of the top management emanate from thebusiness plan. The goals of MD are shared with his subordinates who in turn share theirgoal with their respective subordinates and so on. Regular visits by HR team is being madeto the plant to meet the employees and also interaction meetings are conducted to gettheir feedback based on which HR policies are improved continuously. The process hasresulted in better employer-employee relationship.
The Company lays due emphasis on all-round development of its human resource. Hencetraining of the employees is aimed at systemic development of knowledge skills aptitudeand team work. Training is designed for the development of personal skills necessary forthe performance of the present job and to prepare them for future growth. Individualdevelopment is given top priority to groom high caliber manpower.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion & Analysis Report which form an integral part of thisReport are set out as separate Annexure together with the Certificate from the auditorsof the Company regarding compliance with the Governance as stipulated under SEBI ListingRegulations.
CONSERVATION OF ENERGY:
a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilisation and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilisation of energyare not quantitative its impact on cost cannot be stated accurately.
Company's products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required. The Company constantly strives for maintenance and improvement in quality ofits products and entire Research & Development activities are directed to achieve theaforesaid goal.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The auditors' report and secretarial auditor's report does not contain anyqualifications reservations or adverse remarks
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Anuja Bansal (M.No. 34817); Practising Company Secretary to undertake theSecretarial Audit of the Company for the year ended 31st March 2017. The SecretarialAudit report is annexed herewith as "Annexure E".
As per the requirements of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 your Company carries out an audit of cost records everyyear.
M/s. A. F. Khasgiwala & Co. Chartered Accountants the Statutory Auditors of theCompany hold office till the conclusion of the 32nd AGM of the Company. TheBoard has recommended the appointment of M/s. Rishi Shekhri & Associates CharteredAccountants as the Statutory Auditors of the Company in their place for a term of fiveconsecutive years from the conclusion of the 32nd AGM of the Company scheduledto be held in the year 2017 till the conclusion of the 37th AGM to be held inthe year 2022 for approval of shareholders of the Company based on the recommendation ofthe Audit Committee.
The Company has received letter from of M/s. Rishi Shekhri & Associates CharteredAccountants to the effect that their appointment if made would be within the prescribedlimits under Section 141(3) (g) of the Act and that they are not disqualified forappointment.
Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board ofDirectors of the Company had appointed Internal Auditor of the Company for the financialyear 2016-17 and Company carries out an Internal Audit on quarterly
Your Directors place on record their appreciation of the assistance and supportextended by Banks Consultants Solicitors Shareholders and Employees of the Company.