Your Directors present the 71st Annual Report on the affairs of the Companytogether with Audited Financial Statements for the financial year ended 31stMarch 2020. The Management Discussion and Analysis is also included in this Report.
1. FINANCIAL HIGHLIGHTS
| || |
(Rs. in Lakhs)
| ||2019-20 ||2018-19 |
|Revenue from operations ||69304.84 ||80032.50 |
|Other Income ||1582.84 ||688.20 |
|Profit before Finance Cost Depreciation and Amortization Expense and Tax ||1317.32 ||3931.61 |
|Finance Cost ||4271.23 ||4013.55 |
|Depreciation and amortization Expense ||1502.51 ||2256.08 |
|Profit/(Loss) for the year before tax ||(4456.42) ||(2338.02) |
|Profit/(Loss) for the year after tax ||(4456.42) ||(2337.78) |
|Other Comprehensive Income/ (Loss) ||1562.39 ||(2185.48) |
|Total Comprehensive Profit/(Loss) ||(2894.03) ||(4523.26) |
In view of the accumulated losses the directors are unable to recommend any dividend.
3. INDUSTRY STRUCTURE & DEVELOPMENT
The Indian Textile Industry is one of the Oldest in the World. The Indian textileindustry has the capacity to produce a wide variety of products suitable to differentmarket segments both within India and across the world. The Industry holds an importantposition in country's economic structure because of its huge contribution towardsemployment generation Industrial Output and Export earnings. It is the labor intensiveindustry and contributes 7% of Industry output in value term 4% to India's GDP 14% toIndex of Industrial Production (IIP). (Source ibef.org). Further industry is alsotargeting the job scenario and manufacturing landscape. The Government is fully consciousof its role in achieving this ambitious target and therefore has taken several Initiativesfor the development of Industry and come up with a number of export promotion policies forthe textiles sector. It has also allowed 100 per cent FDI in the Indian textiles sectorunder the automatic route. Further in 2020 New Textiles Policy 2020 is expected to bereleased by the Ministry of Textiles.
4. OUT LOOK OF ECONOMY GLOBAL ECONOMY
Global growth was projected to rise from an estimated 2.9 percent in 2019 to 3.3percent in 2020a downward revision of 0.1 percentage point for 2019 and 2020compared to those in the October World Economic Outlook (WEO). The downward revisionprimarily reflects negative surprises to economic activity in a few emerging marketeconomies notably India which led to a reassessment of growth prospects over the nexttwo years. In few cases this reassessment also reflects the impact of increased socialunrest but on the positive side market sentiment has been boosted by tentative signs thatmanufacturing activity and global trade are bottoming out a broad-based shift towardaccommodative monetary policy intermittent favorable news on US-China trade negotiationsand diminished fears of a no-deal Brexit leading to some retreat from the risk-offenvironment that had set in at the time of the October WEO. (Source: www.imf.org)
But on the other hand out break of COVID-19 pandemic has triggered the deepest globalrecession in decades. While the ultimate outcome is still uncertain the pandemic willresult in contractions across the vast majority of emerging market and developingeconomies. It will also do lasting damage to labor productivity and potential output. Theimmediate policy priorities are to alleviate the human costs and atenuate the near-termeconomic losses. Once the crisis abates it will be necessary to reaffirm crediblecommitment to sustainable policies and undertake the necessary reforms to buttresslong-term prospects. Global coordination and cooperation will be critical.
GLOBAL TEXTILE AND APPAREL INDUSTRY
The global textile market size was valued at $961.5 billion in 2019 and was estimatedto exhibit a CAGR of 4.3% from 2020 to 2027 owing to the increased demand for apparelsespecially in developing countries such as China India Mexico and Bangladesh accordingto Grand View Research. (Source: inkworldmagazine.com)
The U.S. was expected to be the largest market for textiles in the North Americanregion. Textile companies in the region focus on restructuring their businessesdeveloping effective work processes and investing in niche products. Natural fibers areanticipated to be the largest product segment in the region on account of the risingdemand from the fashion and apparel industry. (Source: inkworldmagazine.com)
Due to Outbreak of Covid-19. The global textile market is expected to grow in 2020 at acompound annual growth rate (CAGR) of -2.8%. The decline is mainly due to economicslowdown across countries owing to the COVID-19 outbreak and the measures to contain it.The market is then expected to recover and grow at a CAGR of 7% from 2021 and reach $795.4billion in 2023.
Asia-Pacific was the largest region in the global textile market accounting for 50% ofthe market in 2019. Western Europe was the second largest region accounting for 18% of theglobal textile market. Africa was the smallest region in the global textile market.
Advancements in wireless technologies and rising demand for connectivity is driving thedemand for smart textiles. Smart textiles are fabrics capable of interacting with theirenvironment. They have the ability to react to physical stimuli such as thermalmechanical electrical and chemical sources.
Sensors actuators and fabrics are the major components of smart textiles. Thematerials used in smart textiles include optical fibers metals and conductive polymers.They are widely used in fashion entertainment medical transportation sports andfitness and military. For example Cityzen Science's d-shirt has a wide range offunctions such as heart rate monitor built-in GPS accelerometer altimeter. (Source:https://www.businesswire.com/)
In terms of GDP Indian economy is the 5th largest economy in the world. The economyfaced multiple headwinds and grew by 4.2% in FY 2019-20 (Source: www.imf.org) registeringa slower growth as compared to the previous year. The decline was primarily driven by amix of both internal as well as external factors such as synchronised global slowdownplummeting domestic automobile sales flattening of core sector growth and declininginvestment in construction and infrastructure sector. Other factors such as credit crisisdue to drying up of lending from non-banking financial institutions throughout CY 2019deceleration in consumption and as well as a contraction in exports with reduced demandfor imports also contributed to the slow growth.
Despite the slowdown the country has improved its ranking in World Bank's DoingBusiness' and stood at 63rd position in CY 2019 as compared to 142nd position in CY 2014.This improvement was backed by reforms introduced by the Government of India such ascorporate tax rate cuts ease in manufacturing policies to boost the Make in Indiacampaign infusion of Rs. 70000 crore in public sector banks etc. With theseinitiatives the PMI for the month of January 2020 rose to 55.3 taking it to aneight-year high. (Source: www.imf.org))
However the recent outbreak of COVID-19 which led to a country wide lockdown tocurtail the spread of the virus has posed altogether a new challenge and has altered theoutlook of the Indian economy. The economy is further expected to experience slowdown andis projected to grow by a modest 1.9% in FY 202021. Government of India and the RBI arenevertheless continuously working in tandem to revive the economy to address the demandside and all efforts are being made to enhance rural incomes. Fiscal as well as monetarymeasures have been introduced and are expected to decelerate this slowdown and will helpthe economy grow in at rebound within a short period of time. Looking ahead the Indianeconomy is expected to touch 7.4% growth rate by FY 2021-22 because of low base. ((Source:www.imf.org))
INDIAN TEXTILE INDUSTRY
India's textiles sector is one of the oldest industries in Indian economy dating backseveral centuries. India's textile and apparel exports stood at US$ 38.70 billion in FY19and is expected to increase to US$ 82.00 billion by 2021 from US$ 22.95 billion in FY20(up to November 2019). (Source: www.imf.org))
The Indian textiles industry is extremely varied with the hand-spun and hand-woventextiles sectors at one end of the spectrum while the capital-intensive sophisticatedmills sector at the other end of the spectrum. The decentralized power looms/ hosiery andknitting sector form the largest component of the textiles sector. The close linkage ofthe textile industry to agriculture (for raw materials such as cotton) and the ancientculture and traditions of the country in terms of textiles make the Indian textiles sectorunique in comparison to the industries of other countries. The Indian textile industry hasthe capacity to produce a wide variety of products suitable to different market segmentsboth within India and across the world.
The onset of the Covid19 pandemic has severely damaged the Indian exports market. Thenationwide lockdown has led to a closure of factories and layoffs have already begun amonglow wage workers.
The pandemic has affected the majority of India's export market (the US and EU togetherconstitute for approximately 60% of the total apparel exports from India) causing ordercancellations and deferrals leading to build-up of unsold inventory and expectation ofslower realization of export receivables leading to higher working capital requirements.Due to the same India's apparel industry stands to lose shipments worth more than $3billion as of the moment. Further in March 2020 exports fell 32.2% compared with thesame period last year. Apparel exports which were about $16.1 billion in 2018-19 fellalmost 4% to $15.4 billion with the March exports alone dropping almost 35% compared withthe same month last year. The potential loss in revenues is estimated to amount US $8-10billion. (www.businessworld.in t
That But There has been increasing awareness about personal protective equipment (PPE)on account of stringent regulations for safety. This is expected to lead to an increaseddemand for engineered fiber products such as nylon & polyster.
5. BUSINESS STRATEGY TEXTILE UNIT:
Textile unit at Phagwara has also emerged as one the first plants in INDIA forsupplying personal protective Garments to be used by the medical persons and volunteers'engaged in treatment of the persons effected by COVID-19. The strategy of the unit is inaddition to the existing business that the focus is on increasing the production ofProtective clothing Technical and Performance Textiles provide turnkey solutions toInstitutional buyers getting nominated by major global brands and produce more coatedsynthetic fabrics. The company is also planning to increase Garment capacities weavingcapacity of synthetic/Polyster fabrics to cater increasing demand of Protective garmentsStretch/Structured Fabrics and also increasing dyeing capacity to balance weaving andprocessing capacities of synthetic plant.
The focus is on to develop new products for catering different end-users moreproduction of conventional and dope dyed yarn for domestic and export markets. The Unit isalso focusing on increasing Production capacity of Mono HOY/FDY & CRIMP/DYED toincrease market share in domestic and international market. It has also been planned tolaunch IDY product in market.
6. OPERATIONS TEXTILES:
The textile unit at Phagwara despite challenging business environment the unitproduced and sold 301.57 lakhs and 289.54 lakhs meters of fabrics respectively. Thetechnical textiles have been well accepted by the market. The capacities are underutilizeddue to tight liquidity and margins were under strain on account of high fixed cost incomparison of the production.
NYLON FILAMENT YARN:
Nylon Filament Unit has been one of the top Textile Grade Nylon Yarn manufacturers inIndia with installed capacity of 16000 TPA and 1000 TPA for Nylon Chips. The unit hasproduced 12622 MT of Filament Yarn and 14 MT of Nylon Chips and sold 11674 MT and 14 MTrespectively. Margins were lower on account of stiff competition and cheap imports inIndia through ASEAN countries.
7. OPPORTUNITIES AND THREATS
China's rising manufacturing cost and shifting of focus from exports to its own growingdomestic consumption will offer an opportunity for the Indian textiles sector to grab themarket share of China in the developed world especially the European countries and theUnited States which cumulatively comprise around 60 percent of the global export market.Moreover increasingly demand of Medical textile products such as Personal ProtectiveEquipment (PPE) Kits and Face Masks due to COVID-19 disease is also creating greatopportunities for the textile industries.
The Industry is dependent on the availability of Raw Cotton at reasonable prices whichis dependent on various factors - monsoon imports etc. The Indian Textile exportscontinue to face stiff challenges from the small countries like Bangladesh Sri LankaTaiwan and Pakistan etc.
Some of the new challenges are safety lack of supply and demand in addition toliquidity crunch.
The World including the advanced countries are becoming increasingly inward-lookingand resorting to protectionist measures thereby putting multilateral system of tradingat risk. This could pose a serious challenge in the export markets.
NFY substitution for silk and VFY may provide an opportunity to increase consumption.Moreover increase in drawback rates during 2019-20 in NFY may promote exports.Profitability of NFY continues to remain under pressure owing to raw material pricevolatility competition from fragmented small and medium producers and imports from FTAcountries.
8. RISK AND CONCERN THE MANAGEMENT PRECIEVES
The COVID-19 pandemic is a global humanitarian health and financial crisis. Theactions taken by various governments to contain the pandemic such as closing of bordersand lockdown restrictions resulted in significant disruption to people and businesses.Consequently market demand and supply chains have been affected significantly increasingthe risk of a global economic recession. The pandemic has impacted and may furtherimpact all of our stakeholders - employees clients investors and communities we operatein.
No industry is free from normal business risk and concerns. Textile Industry continuesto face stiff competition from China other Asian/emerging economies. Competitiveness ofIndustry is dependent upon factors like the cotton prices monsoon exchange ratesavailability of domestic raw materials (particularly in case of NFY) and prevalentinterest rates in the regime. The industry being more capital intensive requires hugefunds long term as well as short term in the form of working capital for its running.
The Government through its Industrial Policies should support the industry so thatIndustry be able to enhance its competitive advantage to achieve sustained growth inExports as well as domestic markets.
9. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL EFFECIENCY
The plants of the company operated at sub-optimum levels due to tight liquidity andnon-availability of raw materials incurred a net loss of Rs. 28.94 Crore. The margins havebeen under strain due to high fixed cost the company is incurring in anticipation ofachieving the desired operations. The disruption in productions creates inefficiencies inthe system and also results in higher waste levels or sub-standard of the production. Thecompany incurred higher finance cost of Rs 42.71 Crore during the current financial year.
The company earned Operational EBIDTA of Rs. 28.80 Crore during the current financialyear against Rs. 17.46 Crore of last year.
10. Key Financial Ratios
As per the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the key financial ratios are given below:
|Sr. No ||Particulars ||Current year ||Last Year ||Change ||Explanation for significant change in Accounting Ratios |
|1 ||Debtors Turnover ratio ||20.16 ||16.31 ||23.61% ||No significant Change |
|Sr. No ||Particulars ||Current year ||Last Year ||Change ||Explanation for significant change in Accounting Ratios |
|2 ||Inventory Turnover ||4.14 ||4.70 ||-11.91% ||No significant Change |
|3 ||Interest Coverage Ratio ||-0.04 ||0.42 ||-109.52% ||The change in Interest Coverage Ratio is mainly due to decrease in EBIT. |
|4 ||Current Ratio ||0.69 ||0.82 ||-15.85% ||No significant Change |
|5 ||Debt Equity Ratio ||0.54 ||0.57 ||-5.26% ||No significant Change |
|6 ||Operating Profit Margin ||-0.30% ||2.10% ||-114.29% ||Operating Profit Margin is decreased due to decrease in Revenue from operations and Proportionately less decrease in the other expenses Employee benefit expenses as compared to change in revenue from operation. |
|7 ||Net Profit Margin (Before OCI) ||-6.43% ||-2.92% ||-120.21% ||Change in Net profit Margin is on account of decrease in Revenue from operations increase in finance cost and Proportionately less decrease in the other expenses Employee benefit expenses as compared to change in revenue from operation. |
11. DETAILS OF ANY CHANGE IN RETURN ON NETWORTH
The higher net losses of the company for the year have impacted the return on networth.
12. PERFORMANCE OF SUBSIDIARIES /ASSOCIATES
There is no subsidiary of the company however associates are investmentcompanies with no fresh investment during the current year.
13. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS
Attracting enabling and retaining talent have been the cornerstone of the HumanResource function and the results underscore the important role that human capital playsin critical strategic activities such as growth. A robust Talent Acquisition systemenables the Company to balance unpredictable business demands with a predictable resourcesupply through organic and inorganic growth. The total employee's strength of the Companywas 4523 as on 31st March 2020. The industrial relation continued to remain cordialduring the year.
14. FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended 31st March 2020 has been prepared in accordance with the Indian Accounting Standards(IND AS) notified under Section 133 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014. The estimates and judgments relating to the Financial Statementsare made on a prudent basis so as to reflect in a true and fair manner the form andsubstance of transactions and reasonable present the Company's state of affairsprofit/loss and cash flows for the year ended 31st March 2020.
15. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return in Form MGT-9 as required under section 92 of the Act isplaced on the website of the Company at http://www.jct.co.in.
16. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013 that;
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii) the directors have 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 and loss of the company for that period;
iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
iv) the directors have prepared the annual accounts on a going concern basis;
v) the directors have laid down internal financial controls which were followed by thecompany such internal financial controls are adequate and operating effectively; and
vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.
17. DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT IF ANY
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.
18. REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy have been posted on the website of the Company viz. www.jct.co.in.
19. AUDITORS STATUTORY AUDITORS
In terms of Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Members of the Company in 68th Annual General Meetingheld on 14th August 2017 approved the appointment of M/s Navdeep Singh &Company Chartered Accountants (Registration No. 008400N) as the Statutory Auditors ofthe Company for an initial term of 5 years i.e. from the conclusion of 68thAnnual General Meeting till the conclusion of 73rd Annual General Meeting ofthe Company.
Due to COVID 19 pandemic the Statutory Auditors of the Company M/s Navdeep Singh& Co Chartered Accountants have voluntarily reduced their remuneration by 10% forthe Audit of accounts for the FY 2020-21 and same has been appreciated by the Board ofDirectors of the Company.
The Report given by the Auditors on the financial statements of the company is selfexplanatory and is a part of Annual Report.
The Board of Directors refer to the Auditor's qualification in the Auditor's Report andas required under Section 134(3)(f) of the Companies Act 2013 provides its explanationas under:
The Company took secured loans of Rs. 9945.00 lakhs from Assets ReconstructionCompanies (the lenders'). In terms of the loan agreements the Company is requiredto issue Equity Shares in lieu of additional interest (other than and in addition to thenormal interest) of Rs. 759.00 lakhs computed on Net Present Value basis (NPV) on theseloans subject to statutory approvals. Accordingly the Company sought in-principleapproval for allotment of Equity Shares as per SEBI (ICDR) regulations under the categoryof consideration other than cash from Bombay Stock Exchange (BSE). However the BSEconsidering that these shares are to be issued on NPV for the interest of the futureperiod did not agree to the contention of the Company to issue the shares under thiscategory. The Company then approached the Securities and Exchange Board of India (SEBI)and as SEBI also rejected the plea of the Company the Company has since filed an appealbefore the Hon'ble Securities Tribunal Mumbai the outcome of which is pending as ondate. The Company considering that in the event it is unable to allot the Equity Shares asper terms of agreement then the same may need to be addressed suitably with the lendersafter the appeal is disposed of and therefore there is uncertainty in the mode ofpayment/quantum of interest that may be payable and as such the interest amount is notascertainable/estimated at this stage and therefore no provision of the interest has beenmade during the year and the same will be accounted for in the period the matter isdecided by the Hon'ble Securities Tribunal and settled with the lenders.
As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company has been carrying out audit of cost recordsrelating to Textile & Filament Units every year. The Board of Directors on therecommendation of the Audit Committee has appointed M/s Goyal Goyal & AssociatesCost Accountants (Firm Registration No. FRN-000100) as Cost Auditor to audit the costrecords of the Company for the Financial Year 202021. As required under the Companies Act2013 a resolution seeking members' approval for their remuneration payable to the CostAuditor forms part of the Notice convening the Annual General Meeting for theirratification.
Cost records are made and maintained as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013.
The Cost Audit Report for the financial year 202021 is under finalization and would befiled within the stipulated time with the Ministry of Corporate Affairs.
In compliance with the provisions of Section 204 of the Companies Act 2013 and rulesmade there under the Board has appointed Ms. Seema K & Associates CompanySecretaries (C.P No. 4397 and FCS No. 8054) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed and forms an integral part of thisReport. There is no secretarial audit qualification for the year under review.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements forminga part of this annual report.
21. RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties were on arm's length basis and in theordinary course of business. There were no materially significant transactions with therelated parties during the financial year which were in conflict with the interest of theCompany. Thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act2013 is not required. All related party transactions are mentioned in the notes to theaccounts. All Related Party Transactions are placed before the Audit Committee as alsobefore the Board for approval.
None of the Directors has any pecuniary relationship or transactions vis-a-vis thecompany except remuneration/sitting fee or stated in the annual report.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
23. STATUTORY INFORMATION
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3) (m) of the Companies (Accounts) Rules 2014is annexed and forms integral part of this Report.
The statement containing particulars of top 10 employees and the employees drawingremuneration in excess of limits prescribed under Section 197 (12) of the Act read withRule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate Annexure forming part of the Report. In terms ofproviso to Section 136(1) of the Act the Report along with Accounts are being sent to theshareholders excluding the aforesaid Annexure. The said Annexure is open for inspection atthe Registered Office of the Company. Any member interested in obtaining a copy of thesame may write to the Company Secretary at the Registered Office of the company 21 daysbefore and upto the date of the ensuing Annual General Meeting during the business hourson working days.
None of the employees mentioned in the said statement is a relative of any Director ofthe Company and none of the employees hold (by himself or along with his spouse anddependent children) more than two percent of the equity shares of the Company.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Ms. PriyaThapar retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers herself for the re-appointment. The Board recommends her re-appointment. Briefprofile of Ms Priya Thapar has been given in the Notice convening the Annual GeneralMeeting.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Mr. Anand Kumar Agarwal co-opted as Nominee Director of Allhabad Bank in place of Mr.Avaya Kumar Mohapatra.
25. FORMAL ANNUAL EVALUATION
The Board of Directors has carried out an annual valuation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Actand SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
26. NUMBER OF MEETINGS OF BOARD AND ITS COMMITTEES
Four meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report
27. INTERNAL CONTROL SYSTEMS
Company has an effective internal control and risk- mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. In addition to statutory audit the financial controls of the Company atvarious locations are reviewed by the Internal Auditors who report their findings to theAudit Committee of the Board. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes. The Audit Committee of the Board ofDirectors Statutory Auditors and the Business Heads are periodically apprised of theinternal audit findings and corrective actions taken. Audit plays a key role in providingassurance to the Board of Directors. Significant audit observations and corrective actionstaken by the management are presented to the Audit Committee of the Board. To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee. The Audit Committee is headed by an Independent Director which ensuresindependence of functions and transparency of the process of supervision. The Committeemeets on regular basis to review the progress of the internal audit initiativessignificant audit observations planning and implementation of the follow-up actionrequired. The Company conducts its business with integrity and high standards of ethicalbehavior and in compliance with the laws and regulations that govern its business.
The Company has appropriate policies and procedures for ensuring the orderly andefficient conduct of its business including adherence of the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation. Based on the report of the internal auditor respective departments undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
28. SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2020 stood at Rs. 209.61 Crores andduring the year under review the Company has not issued shares with differential votingrights.
29. CORPORATE GOVERNANCE
Company is fully committed to the philosophy of transparency and believes in conductingits business with due compliance of all the applicable laws rules and regulations. Incompliance with the Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has dulyimplemented the system of Corporate Governance and a separate report on CorporateGovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance forms an integral part of this Report.
30. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 & rules made there under andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasestablished a Whistle Blower Policy to report genuine concerns or grievances forredressal. The Whistle Blower Policy has been posted on the website of the Companyviz.www.jct.co.in. During the year under review no complaint was received by your company.
31. RISK MANAGEMENT
The Risk Management Policy required to be formulated under the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been dulyformulated and approved by the Board of Directors of the Company.
The aim of risk management policy is to maximize opportunities in all activities and tominimize adversity. The policy includes identifying types of risks and its assessmentrisk handling monitoring and reporting which in the opinion of the Board may threatenthe existence of the Company. The risk management framework is reviewed periodically bythe risk management teams at all the units of the Company constituted by the Board whichmonitors and evaluates the effectiveness of risk management framework of the Company andstrengthens it.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Theprovisions of this regulation are applicable on top  listed entities determined onthe basis of market capitalization as at the end of the immediate previous financialyear.
32. CORPORATE SOCIAL RESPONSIBILITY
The Company has drafted the Corporate Social Responsibility Policy which may beaccessed on the website of the Company www.jct.co.in . As there is net average lossincurred by the Company during the three preceding financial years the company need notto spend any amount towards Corporate Social Responsibility activities during the yearended 31.03.2020. The CSR Committee comprises of three members. One member of theCommittee is an Independent Director.
33. CONSERVATION OF RESOURCES
The Company firmly believes that without safe clean environment and healthy workingconditions the overall economic growth cannot be achieved and maintained. The companyalso takes all possible measures to prevent accidents and occupational hazards. Themanufacturing operations are conducted to ensure sensitivity towards the environmentminimize waste by encouraging "Green Initiative" practices and use of renewableresources. All employees are required to ensure that they fully understand all policiesand comply with the requirements.
The Company requests its shareholders to join in its endeavor to conserve resources byupdating relevant information for receiving online communication. Shareholders holdingshares in dematerialized mode are requested to register their email address and mobilenumber with their depository participants. Those holding shares in physical mode have beenrequested to furnish their email address and mobile number with the Company's RTA atinvestor.services@rcmcdelhi. com. Updating all the relevant information will enableshareholders to receive communications and dividends on time. Besides every year theCompany ensures that electronic copies of the Annual Report and the Notice of the AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany /depository participant(s).
34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at the workplace with a mechanism of lodging complaints.During the year under review the Company has not received any complaint under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has also formed an Internal Committee for addressing the complaints received underthe said Act.
The company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
35. STATEMENT OF CAUTION
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results may differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprincipal markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.
36. APPRECIATION & ACKNOWLEDGEMENTS
The board of Directors wish to place on record their appreciation for the contributionmade by the employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.
| ||For & on behalf of the Board |
| ||(SAMIR THAPAR) |
| ||Chairman and Managing Director |
| ||DIN: 00062287 |
|Place: Hoshiarpur || |
|Date: 20.07.2020 || |