Jinaam's Dress Limited
Your Directors take pleasure in submitting the 08th Annual Report of the Business and operations of your Company and the Audited Financial Statements for the financial year ended 31st March 2019.
1. FINANCIAL RESULTS & PERFORMANCE
|(Rs. in Lakhs)|
|Particulars||For the year ended 31-03-2019*||For the year ended 31-03-2018*|
|Revenue from operations||14950.31||15289.06|
|Profit before tax and Exceptional Items||1093.27||1192.46|
|Profit before Taxation||1099.88||1194.70|
|-Income tax of earlier years||(21.77)||0.30|
|Net Profit/ (Loss) For The Year||783.27||782.54|
* Figures regrouped wherever necessary.
The Company discloses financial results on half yearly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company's website www.jinaam.com.
2. STATE OF COMPANY'S AFFAIR
During the year Your Company recorded total revenue of 14990.81 Lakhs during the current financial year 2018-19 as compared to total revenue of 15422.53 Lakhs in financial year 2017-18 and Profit before Tax for the year 2018-19 stood at 1099.88 Lakhs as compared to Profit before tax of 1194.70 Lakhs in financial year2017-18. Profit after Tax for the current year stood at 783.27 Lakhs as compared to Profit after Tax of 782.54 Lakhs in financial year 2017-18. A detailed analysis on the Company's performance is included in the Management's Discussion and Analysis Report which forms part of this Report.
Keeping in mind the overall performance and outlook for your Company your Board of Directors recommend that this time the company is not declaring dividends as the company require funds for its business expansion. Your Directors are unable to recommend any dividend for the year ended 31st March 2019.
4. UNCLAIMED DIVIDEND
There is no balance lying in unpaid equity dividend account.
5. TRANSFER TO RESERVE
Company has not transferred any amount from profit to General Reserve.
6. INITIAL PUBLIC OFFER (IPO)
The Company successfully made its Initial Public Offer (IPO) of 7200000 Equity Shares @ Rs. 59/- (including a share premium of Rs. 49/-) per equity share of Rs. 10/- each which includes a fresh issue of 7200000 equity shares of Rs. 10/- each for raising funds for the Company.
Subsequent to the completion of the IPO the paid up share capital of the company has been increased from Rs. 150820000/- to Rs. 222820000/-. The company's Equity shares got listed on BSE SME platform on 25/04/2019 and is currently available for trading.
During the year under review the company has made the preferential Allotment of 1082000 Equity Shares of Rs.10/- each at a premium of Rs. 60/- per share aggregating to Rs.75740000/- on private placement basis.
The paid up Equity share capital as on 31st March 2019 was Rs. 150820000 divided into 15082000 Equity shares of face value of Rs. 10/- each.
Subsequent to IPO the paid up equity share capital of the company has been increased to Rs. 222820000/- divided into 22282000/- equity shares of face value Rs. 10/- each.
8. MATERIAL CHANGES
No material changes and commitments if any affecting the financial position of the company which have occurred between end of the financial year of the company to which the financial statements relate and the date of report except the fund raised to Rs. 4248 Lakhs through the initial Public Offer (IPO) as mentioned above.
9. CHANGE IN NATURE OF BUSINESS IF ANY
During the Financial Year there has been no change in the business of the company or in the nature of Business carried by the company during the financial year under review.
During the year Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act 2013.
11. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Holding Joint Venture or Associate Company.
12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in nature.
13. CONVERSION OF COMPANY
With the approval of Members of the Company the Company was converted into Public Limited Company w.e.f. 08/05/2018.
14. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act 2013 read with the Articles of Association of the Company Mr. Rahul Hemraj Oswal (DIN: 02920606) Managing Director retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.
Based on the confirmations received from Directors none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.
The following are the List of Directors and KMP of the Company during the year:
|Name of Directors||Category & Designation||Appointment Date||Change in Designation|
|Mr. Rahul Hemraj Oswal||Executive Managing Director||04.03.2011||27.07.2018||-|
|Mr. Vishal Hemraj Oswal||Executive Whole Time Director||04.03.2011||27.07.2018||-|
|Mrs. Neha Vishal Oswal||Executive Whole Time Director||25.05.2016||23.02.2019||-|
|Mr. Pritam Hemraj Oswal||Director||25.05.2016||-||09.06.2018|
|Miss. Viral Bariya||Non-Executive Independent||27.07.2018||-||-|
|Mrs. Monal Khanna||Non-Executive Independent Director||27.07.2018||-||-|
|Mrs. Amreetaa Roy Panneriy||Non-Executive Additional Independent Director||23.02.2019||-||-|
|Mr. Montu Jayesh Ghael||Chief Financial Officer||27.07.2018||-||-|
|Mr. Nitinkumar Nanjibhai Maniya||Company Secretary||08.08.2017||-||-|
15. STATUTORY AUDITORS
In the AGM held on 30/09/2015 M/s C.S. Jariwala & Co. Chartered Accountant Surat having FRN: 114906W was appointed as statutory auditors for the term of five years from 01/04/2015 to 31/03/2020 i.e. until the conclusion of 9th Annual General meeting of the company.
16. COMMENTS ON AUDITOR'S REPORT
The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act 2013.
17. COST AUDITORS:
Your Company is maintaining the cost records as specified by the Central Government under section 148(1) of the Companies Act 2013 and have appointed M/s V.M. Patel & Associates Practicing Cost Accountants Surat (Firm Registration No. 101519) as a Cost Auditors to issue Cost Audit Report for the Financial Year 2019-20 at a Professional fees of Rs. 45000/- plus applicable taxes and out of pocket expenses at actual.
Necessary resolution has been recommended to be passed by the shareholders in the ensuring Annual General Meeting to ratify the remuneration of the Cost Auditors for the F.Y. 2019-20.
Internal Auditors are appointed by the Board of Directors of the Company based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.
The Company has appointed M/s. M.C. Bambhroliya & Associates Cost Accountant Rajkot as an Internal Auditor for F.Y. 2019-20 in the Board meeting held on 29th August 2019 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company.
19. BOARD EVALUATION:
Pursuant to the applicable provisions of the Act and the Listing Regulations the Board has carried out an Annual Evaluation of its own performance performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board its Committees and Directors.
The performance evaluation of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as participation in decision making; participation in developing corporate governance; providing advice and suggestion etc.
The Committees of the Board were assessed on the degree of fulfillment of key responsibilities adequacy of Committee composition and effectiveness of meetings.
The board reviewed the performance of the individual directors on the basis of the criteria such as the contribution in decision making contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed meaningful and constructive suggestions and advice in meetings etc. In addition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independent directors performance of the board as a whole and performance of the chairman was evaluated taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated.
20. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure - 1)
21. RELATED PARTY TRANSACTION
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts and arrangements with related parties under section 188 of the Companies Act 2013 entered by the Company during the financial year were in ordinary course of business and at arm's length basis. Details of the related party transactions made during the year are attached as Annexure-2 in form AOC-2 for your kind perusal and information.
22. NUMBER OF MEETING HELD DURING THE YEAR
The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance is given in Annexure 3 in the Corporate Governance Report.
23. COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in Annexure 3 in the Corporate Governance Report.
24. LOANS GUARANTEES AND INVESTMENT
During the year under review the Company has not given any loan or guarantee or provides any securities. The investment made during the year is within the limit specified under section 186 of the Companies Act 2013.
25. DECLARATION BY INDEPENDENT DIRECTORS
Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act 2013.
There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act 2013 and the relevant regulations.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act 2013 the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 15th March 2019 to inter alia review the performance of Non-Independent Directors (Including the Chairman) the entire Board and the quality quantity and timeliness of the flow of the information between the Management and the Board.
26. VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https://www.jinaam.com/policies/Whistle_Blower_Policy.pdf.
27. HEALTH SAFETY & ENVIRONMENT POLICY:
The Company is conscious of the importance of environmentally clean and safe operations. The Company has recognized health management occupational safety and environment protection (HSE) as one of the most important elements in the organization's sustainable growth and has closely linked it to its cultural values. The Company continually strives to create a safe working environment by being responsive caring and committed to the various needs governing the security and well-being of employees. Policy has been posted on the website of the Company at https://www.jinaam.com/policies/ Health_and_Safety_Policy.pdf
28. RISK MANAGEMENT
Risks are events situations or circumstances which may lead to negative consequences on the Company's business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out all business divisions and corporate functions will embrace Risk Management Structure and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process over the period of time will become embedded into the Company's business system and processes such that our responses to risk remain current and dynamic.
29. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your directors hereby confirm:
A. That in preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departments;
B. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs if the Company at the end of the financial year and of the profit and loss of the Company for that period;
C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;
D. That the directors had prepared the annual accounts on a going concern basis; and
E. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
30. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has a well-placed proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.
31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Companies Act 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board's report. The detailed report forms part of Independent Auditors Report.
32. CORPORATE GOVERNANCE
Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Company is filing Corporate Governance Report to stock exchange quarterly. However as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 3.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
With reference to Section 134(3)(m) of the Companies Act 2013 the details of conservation of energy technology absorption and foreign exchange earnings are as per Annexure - 4.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility) Rules 2014; the Board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules 2014. The details of CSR activities for the financial year 2018-19 forms part of this Board report in Annexure - 5.
35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Management Discussion and Analysis Report is given in Annexure - 6.
36. SECRETERIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Ranjit Kejriwal practicing Company Secretary was appointed as a Secretarial Auditors of the Company to issue secretarial Audit for year ended 31st March 2019.
The secretarial report for the financial year 2018-19 is attached as Annexure-7. Report of secretarial auditor is self-explanatory and need not any further clarification.
37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act 2013 read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 are as per Annexure - 8.
38. CEO/ CFO CERTIFICATION
In terms of Regulation 17(8) of the Listing Regulations the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2018-19. The certificate received from CFO is attached herewith as per Annexure - 9.
39. CREDIT RATING
During the year under review the Credit Rating of the Company for Bank Facilities is as below: 1. CRISIL Limited: BB+
40. CODE OF CONDUCT
Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel from August 7 2018. During the year Board of Directors and Senior Management Personnel has complied with general duties rules acts and regulations. In this regard certificate from Managing Director as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been received by the Board and the same is attached herewith as per Annexure-10.
Code of Conduct form Board of Directors and Senior Management Personnel effective from August 7 2018 is available on below link: https://www.jinaam.com/policies/Code_of_Ethics_for_Board_Members_&_ Senior_Managers.pdf
41. CORPORATE GOVERNANCE
Corporate Governance is a set of process practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. At Jinaam Company's core business objective is to achieve growth with transparency accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders trust shareholders wealth creation by improving shares valuation market capitalization etc.
A certificate received from M/s C.S. Jariwala & Co. Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached herewith as per Annexure - 11.
42. SEXUAL HARASSMENT OF WOMEN
Your company adopted policy of Prevention of Sexual Harassment of Women at Workplace. There were no incidences of sexual harassment reported during the year under review in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and Rules made there under. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of any such complaints of harassment internal complaints committee has been set up to redress the complaints if any.
The company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Your director's further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
43. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)
The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
44. FRAUD REPORTING
During the year under review no fraud has been reported by Auditors under Section 143(12) of the Companies Act 2013.
All the properties and the insurable interest of the company including building plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.
Your Directors place on record their deep appreciation to employees at all levels for their hard work dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution support and co-operation to the operations and performance of the company.
Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders Bankers regulatory bodies and other business constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives officers and staff resulting in successful performance of the Company during the year.
|Place: Surat||For the Board of Director of|
|Date: 29/08/2019||Jinaam's Dress Limited|
|Rahul Hemraj Oswal||Neha Vishal Oswal|
|Managing Director||Whole-time Director|