Dear Members,
We have pleasure in presenting the 39th Annual Report of the Company along
with the audited statement of accounts for the year ended 31st March, 2023. The
financial results for the year are shown below.
1. FINANCIAL RESULTS:
(Rs. in lakhs)
| Particulars |
2022-23 |
2021-22 |
| Total Revenue (including other income) |
5495.35 |
14992.19 |
| Total Expenditure (Excluding Finance Cost, Depreciation & Tax) |
5352.35 |
(14804.29) |
| Profit/(loss) before Finance Cost, Depreciation & Tax. |
143 |
187.89 |
| Finance Cost |
(94.91) |
(120.44) |
| Profit/(loss) before Depreciation & Tax |
48.09 |
67.45 |
| Provision for depreciation |
(34.11) |
(31.28) |
| Profit/(loss) before Tax |
13.98 |
36.17 |
| Provision for Tax |
(3.81) |
(9.40) |
| Net profit/(loss) after tax for the year |
10.17 |
26.77 |
| Profit & Loss A/c |
|
|
| Add: Balance brought forward from Previous year |
181.70 |
154.93 |
| Balance carried to next year |
191.87 |
181.70 |
2. FINANCIAL / OPERATIONAL PERFORMANCE:
The Company was able to achieve Rs. 5495.35 Lakhs as total income during the year as
compared to Rs. 14992.19 Lakhs in previous year. During the year under review EBITDA of
the Company is decreased from Rs. 187.89 Lakhs to Rs.143 Lakhs while the Company has
earned net profit of Rs. 10.17 Lakhs as compared to Rs. 26.77 Lakhs during previous year.
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 and
expansion; hence the Board of Directors has not recommended any dividend for the financial
year 2022-23.
5. SHARE CAPITAL:
During the year under review the Company has not issued any shares. The total paid up
capital of the company at the end of financial year 2022-2023 stood Rs. 6,15,30,000/-
(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 the
Companies (Management and Administration) Rules, 2014 for the financial year 2022-23in
Form No. MGT - 7 will be provided upon the website of the Company at
http://www.jayatmaindustries.com/investor_relation.html.
7. AUDITORS AND AUDITORS REPORT:
Statutory Auditor:
M/s. GMCA & Co., Chartered Accountants, statutory auditors of the Company has
carried out the statutory Audit and submitted its report for the financial year ended on
March 31, 2023. There is no qualification, disclaimer, reservation or adverse remark made
by the Statutory Auditors in Auditors Report.
Secretarial Auditor:
Chintan K. Patel, Company Secretary in Practice, was reappointed as Secretarial
Auditors of the company by the Board to carry out Secretarial Audit for the Financial Year
2022-2023. 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 year
ended 31st March 2023. This Report is self-explanatory and requires no
comments. The Secretarial Audit Report forms part of this report as Annexure - III.
8. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesnt have any Subsidiaries, Associates or Joint Venture Companies.
9. REPORTON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesnt have any Subsidiaries, Associates or Joint Venture Companies.
10. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES:
There are no companies which have become or ceased to be Companys Subsidiaries, Joint
ventures or Associate companies.
11. CORPORATE GOVERNANCE REPORT:
The Company is exempt under Regulation 27(2) SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, read with, Regulation 15 of Chapter IV SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015. Hence, Annual Report 2022-23
does not contain the Corporate Governance Report. Further, as and when the company falls
under the applicability to provide Corporate Governance Report, the company will comply
with 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 its
activities to ensure that all its assets are safeguarded and protected against loss from
unauthorized use or disposition and that the transactions are authorized, recorded and
reported diligently. The Company ensures adherence to all internal control policies and
procedures as well as compliances with all regulatory guidelines. The Audit Committee of
the 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 section
143 of the Companies Act, 2013 is annexed to Independent Audit Report on Financial
Statement as Annexure B.
13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators/Courts which would
impact 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 |
Ms. Ziral Soni, has been appointed as a Company Secretary & Compliance Officer of
the Company on 11th September, 2023.
15. NUMBER OF MEETINGS AND ATTENDANCE:
The Company sends notice of meetings of the Board well in advance so as to allow the
Directors to block their calendars. There were six meetings of the board viz. 09.05.2022,
09.08.2022, 30.08.2022, 10.09.2022, 14.11.2022 and 07.02.2023 held during the year,
details which is required pursuant to section 134(3)(b) of the Companies Act, 2013 are
given as under:
| Name of director |
No. of Board meetings attended |
Whether attended AGM held on 29.09.2022 |
| Mr. Nirav K Shah |
6 |
Y |
| Mr. Fenil R Shah |
6 |
Y |
| Mr. Rajan P. Parikh |
6 |
Y |
| Mr. Janak G Nanavaty |
6 |
Y |
| Mrs. Toshi B. Mehta |
6 |
Y |
16. COMPOSITION OF COMMITTEES AND ATTENDANCE:
A. AUDIT COMMITTEE:
Pursuant to provisions of Section 177 of the Companies act 2013, during the year under
review, four meetings were held on 09.05.2022, 09.08.2022, 14.11.2022 and 07.02.2023. The
attendance 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 and
remuneration Committee met twice in the financial year 2022-2023i.e. on 10.09.2022. The
attendance record of the members at the meeting was as follows:
| Name of Member |
Designation |
Attendance |
| Mr. Janak G Nanavaty |
Chairman |
1 |
| Mr. Rajan Parikh |
Member |
1 |
| Mr. Fenil R Shah |
Member |
1 |
C. STAKEHOLDER RELATIONSHIP COMMITTEE :
Pursuant to provision of section 178 (5) of the Companies act 2013, during the year
under review, four meetings were held on 09.05.2022, 09.08.2022, 14.11.2022 and 07.02.2023
The attendance record of the members at the meeting was as follows:
| Name of Member |
Designation |
Attendance |
| Mr. Janak G Nanavaty |
Chairman |
4 |
| Mr. Rajan Parikh |
Member |
4 |
| Mr. Fenil R Shah |
Member |
4 |
D. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company held on 14th March, 2023 wherein
all 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, in
relation to financial statements for the year 2022-23, the Board of Directors state that:
(a) In the preparation of Annual Accounts for the period ended 31st March,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures.
(b) The Directors had 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 of the company at the end of the financial year and of
the Profit/Loss of the Company for the year ended 31st March, 2023.
(c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) The Directors had prepared the annual accounts for the financial year ended 31st
March, 2023 on a going concern basis.
(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 are adequate and operating effectively.
18. RELATED PARTY TRANSACTION:
There was no materially significant related party transactions entered into between the
Company, Directors, management or their relatives. Hence, disclosure in Form AOC-2 is not
provided. All the contracts/arrangements/transactions entered into by the Company with the
related parties during the financial year 2022-23 were in the ordinary course of business
and on arms length basis as disclosed in the financial statements. The details of related
party disclosure form a part of notes to the financial statements provided in the 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 Whole
Time Director nor a Manager or a Nominee Director.
(a) All the Independent Directors in the opinion of the Board are persons of integrity
and possesses relevant expertise and experience.
(b) (i) Independent Directors are or were not a Promoter of the Company or its Holding
or subsidiary or associate company.
(ii) Independent Directors are or were not related to promoters or directors in the
company, its holding, subsidiary or associate company.
(c) Independent Directors have or had no pecuniary relationship with the company, its
holding, subsidiary or associate company or their promoters or directors, during the two
immediately preceding financial years or during the current financial year.
(d) None of whose relatives has or had pecuniary relationship or transaction with the
company, its holding, subsidiary, or associate company, or their promoters, or directors,
amounting to 2% or more of its gross turnover or total income or Rs. 50 Lakhs or such
higher amount as may be prescribed, whichever is lower, during the two immediately
preceding 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 has been
employee of the company or its holding, subsidiary or associate company in any of three
financial years 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 three
financial years immediately preceding the financial years in which he is proposed to be
appointed, of -
(A) A firm of auditors or Company Secretaries in Practice or Cost Auditors of the
company or its holding, subsidiary or associate company; or
(B) Any legal or a consulting firm that has or had any transaction with the company,
its holding, subsidiary or Associate company amounting to 10% or more of the gross
turnover of such firm;
iii. holds together with his relatives less than 2% or more of the total voting power
of the company; or
iv. is a Chief Executive or director, by whatever name called, or any non-profit
organization that receives 25% or more of its receipts from the Company, any of its
promoters, directors or its holding, subsidiary or associate company or that holds 2% or
more 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 THE
EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023;
The particulars of ratio of remuneration of each director to median remuneration of the
employees of the Company for the financial year under report, percentage increase in
remuneration to each Director and Key Managerial Personnel, etc. more particularly
described 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. 5495.35 crores as total revenue
during the year as compared to Rs. 14992.19crores in Previous Year. During the year under
review, the Company has earned net profit of Rs. 10.17 Lakhs as compared to 26.77 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. Ziral Soni |
Company Secretary |
|
I. The ratio of the remuneration of each director to the median remuneration of the
employees of the company:
Total Remuneration: Rs. 18, 27,619/-
Remuneration to Company Secretary (Ms. Ziral Soni): Rs. 87,500/- Remuneration to Chief
Financial Officer (Mr. Mayank Thaker): Rs.6, 94,676/- Remuneration to other Employee: Rs.
10, 13,943/- Sitting Fees paid to other Director: Rs. 31,500/-
II. The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: 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 Capitalization of the Company as at 31st March 2023 is 446.09
lakhs against Rs. 701.45lakhs as at 31st March 2022.
Price Earnings Ratio:
| As on |
Market Value per Shares (P) |
Earnings Per Share (E) |
P/E Ratio |
| 31st of March, 2023 |
Rs. 7.25 |
0.17 |
42.65 |
| 31st of March, 2022 |
Rs. 11.40 |
0.44 |
25.90 |
VI. Average percentile increase made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: NOT
APPLICABLE as there was no increase in the managerial remuneration.
VII. The key parameters for any variable component of remuneration availed by the
directors: Directors are paid sitting fees only. Components for the Sitting fees are
variable. Sitting fee depends upon ones attendance of the meeting. The Key parameters
therefore are as envisaged under the Companies Act.
VIII. The ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remuneration in excess of the highest paid
director during the year; and No employee is receiving remuneration in excess or higher
than the remuneration of Director or Key Managerial Personnel.
IX. Affirmation that the remuneration is as per the remuneration policy of the company.
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 as
that of its Committees and individual Directors, including the Chairman of the Board. The
Board after taking into consideration the criteria of evaluation lay down by the
Nomination and Remuneration Committee in its policy such as Board Composition, level of
involvement, performance of duties, attendance etc. had evaluated its own performance, the
performance of its committees and Independent Directors (excluding
the Director being evaluated). The Directors were satisfied with the evaluation
results, which reflected the overall engagement of the Board and its Committees with the
Company.
22. RISK MANAGEMENT:
The Company was already having a risk management system to identify, evaluate and
minimize the Business risks. The Company during the year had formalized the same by
formulating and adopting Risk Management Policy. This policy intends to identify,
evaluate, 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 of
Companies (Corporate Social Responsibility policy), 2014, Company has not formed Corporate
Social Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule, 2014
regarding disclosure of contents of Corporate Social Responsibility Policy is not
applicable to the Company.
25. PARTICULARS OF EMPLOYEES:
Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with The Companies Act, 2013, it is hereby informed
that none of the employees of the Company was in receipt of remuneration of Rs.5 lakhs per
month 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, 2013
and rule 3 of the Companies (Cost Records and Audit) Rules, 2014 identifying the Companies
who are required to keep Cost Records, undergo a Cost Audit, and submit a Cost Audit
Report. Hence the provisions with respect to maintenance and submission of Cost Records
and Cost Audit are not applicable to the Company.
27. DEPOSITS:
During the year under review, the Company had not accepted any deposit from public
during the year.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of investments made and loans advanced by the company have been given in note
to the Financial Statement. The Company has not given any Guarantee pursuant to the
provision 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 the
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has established a Vigil Mechanism for directors and employees to report
genuine concerns about any instance of any irregularity, unethical practice and/or
misconduct. This mechanism provides safeguards against victimization of
directors/employees who avail of the mechanism and provides for direct access to the
Chairman of the Audit Committee in exceptional cases. The policy/vigil mechanism has been
appropriately communicated to the employees within the organization and has been put on
the Companys website www.jayatmaindustries.com.
30. SAFETY, HEALTH AND ENVIRONMENT:
(a) Safety: The Company encourages a high level of awareness of safety issues among its
employees and strives for continuous improvement. All incidents are analyzed in the safety
committee meetings and corrective actions are taken immediately. Employees are trained in
safe practices to be followed at work place.
(b) Your company attached importance to the health of its employees. Periodic checkup
of employees is done to monitor their health. Health related issues if any are discussed
with visiting Medical Officer.
(c) Environment: Company always strives hard to give importance to environmental issues
in normal course of operations. Adherence to Environmental and pollution control Norms 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 view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires preclearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
All Board Directors and the designated employees have confirmed compliance with the
Code.
32. INDEPENDENT DIRECTORS MEETING:
In compliance with Section 149(8) of the Companies Act, 2013 read with Schedule IV of
the Act and As per SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015, the Independent Directors met on 31stMarch, 2023, inter alia, to discuss:
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 between the
management of the Company and the Board of Directors that is necessary for the Board of
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 Annual
Listing Fees up to the Year 2022-2023.
34. DISCLOSURE OF SEXUAL HARASSMENT:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most
congenial manner and there are no occurrences of any incidents of sexual harassment during
the year.
35. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The Company is strongly motivated by adaption of concept of green energy. The
production process of the Company is majorly driven by the in house production of
electricity and same is being generated by use of renewable resources of energy. The
company 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 2014,
the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange 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 the
Government, Financial Institutions, Bankers and Business constituents for their continued
and valuable co-operation and support to the company. They also take this opportunity to
express their deep appreciation for the devoted and sincere services rendered by the
employees at all level of the operation of the company during the year.
| Date: 09thAugust, 2023 |
For and on behalf of the Board, |
|
| Place: Ahmedabad |
|
|
|
Sd/- |
Sd/- |
|
Nirav Shah |
Fenil Shah |
|
CEO & Director |
Director |
|
DIN:00397336 |
DIN:01558417 |
+91-9892691696
