TO THE SHAREHOLDERSS
Your directors are pleased to present the Annual Report of your Company and the Companys Audited Financial
Statements for the financial year ended 31 March 2023.
FINANCIAL RESULTS |
(Rs. in lacs) | |
PARTICULARS |
Year ended 31st March, 2023 | Year ended 31st March, 2022 |
Pro t/(Loss) before Finance Cost, Depreciation, and Tax |
2047.55 | 228.85 |
Finance Cost |
633.42 | 585.21 |
Depreciation and Amortization |
309.06 | 336.25 |
Pro t / (Loss) Before Tax |
1105.07 | (692.61) |
Provision for Tax: |
||
- Current Tax |
(389.86) | - (386.30) |
- Deferred Tax (Asset) / Liabilities |
1494.93 | (306.31) |
Pro t / (Loss) After Tax |
(664.16) | 457.33 |
Other Comprehensive Income/(Loss) |
830.77 | 151.02 |
Total Comprehensive Income/(Loss) |
DIVIDEND
Your directors do not recommend any dividend on Equity and Preference Shares in view of carry forward loss.
OPERATIONS
During the year sales/income from operations was Rs.47.14 Crores compared to previous year Rs.44.05 Crores Cost of Manufacture was higher than the previous year mainly due to unprecedented rise in input costs. Besides , due to Russia-Ukraine crisis economy of many countries was su ered resulting in slowing down of demand and prices of hessian softening.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company during the year under review.
SHALIMAR UNIT
The Company had entered into Business Development Agreement on 13th August, 2021 with Eden realty Ventures Pvt Ltd for development of one of the non-core assets of the company situated at 39, Shalimar Road, Shibpur, Howrah. The company took shareholders approval on 21st August, 2021 by postal ballot. However, the said agreement was cancelled due to default in payment of installments by Eden realty Ventures Pvt Ltd. Due to the disputes and differences the matter was referred to Arbitration for settlement. After many hearing, at the instance of the Arbitrator, settlement was reached at Rs 60 crores with Shakhambari Real Ventures Pvt.Ltd., a subsidiary of Eden Realty Ventures Pvt. Ltd (original Buyer).
RISK MANAGEMENT FRAMEWORK
Your company has a Risk Management Framework approved by the Board of Directors. The Risk Management Framework provides the mechanism for risk assessment and its mitigation. The Risk Management framework which has been entrusted for implementation/administration is being periodically reviewed by the Audit Committee and the Board of Directors. None of the risks, the company is exposed to as described in appropriate part of financial statements and Management Discussion and Analysis Report, appears significant enough from the standpoint of the existential risk.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
During the year under review, no complaint of sexual harassment has been received from any women employee.
PARTICULARS OF EMPLOYEES
There was no employee who was in receipt of remuneration exceeding the limit specified in Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CHANGES IN SHARE CAPITAL
During the year there was no change in paid up Equity Capital and Preference Capital of the Company.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on the date of this report i) Mr. Nirmal Pujara Managing Director ii) Mr. Harsh Vardhan Wadhwa, Whole Time Director iii) Mr. Lalanjee Jha Executive Director and CFO . iv) Mr. Gopal Sharma Company Secretary
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars as required Under Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are set out in a separate statement attached to this report and forms part of it.
DIRECTORS RETIRE BY ROTATION
As per provisions of Section 152 of the Companies Act 2013 and Articles of Association of the Company, Mr. Harsh Vardhan Wadhwa (DIN 08284212), Whole Time Director retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The Board recommends his reappointment for approval of the members.
APPOINTMENT OF DIRECTORS
Mrs Mina Agarwal (DIN: 06948015), who was appointed as Independent Director of the Company at103rd AGM
th st
held on 30 September, 2021 for 1 Term of 2 years. She will cease to be Independent Director of the company on the
th
conclusion of 105 AGM to be held on 31.08.2023 and being eligible offers for re-appointment. The Board recommend the re-appointment of Mrs Mina Agarwal (DIN: 06948015) for further period of 5 years subject to approval of shareholders in the ensuing AGM.
Further, Mr. Lalanjee Jha (DIN 08942636) who was already a CFO of the company was also appointed as an Executive Director by the members in the AGM held on 30.12.2020 for a period of 3 years and his period of officeexpires on the date of ensuing AGM. Taking note of his experience, time and energy devoted towards the Company Performance, the Board has approved his re-appointment as Executive Director & CFO of the Company for a further period of 1 year. Details of the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI (LODR) Regulations, 2015 are provided at the end of the Notice convening the 105th AGM.
The Board of Directors of the company at its meeting held on 14.11.2022 approved appointment of Mr. Harsh Vardhan Wadhwa, (08284212) as a whole Time Director of the company subject to approval of shareholders by postal ballot.The Company has taken shareholders approval for said appointment by postal ballot on 22.01.2023 as per regulation 17(1C) of SEBI (LODR) Regulation,2015.
Further, Board of Directors at its meeting held on 30.05.2023 has appointed Mr. Mukul Banerjee (DIN 07527632) as Additional Independent Director of the Company subject to approval of shareholders .The Company has received the consent from Mr. Mukul Banerjee to act as an Independent Director of the Company.
CESSATION OF INDEPENDENT DIRECTOR AT THE AGM
the Mr. Mrityunjoy Banerjee (DIN: 08600440), was appointed as Independent Director of the Company at 104 AGM
the held on 30 September, 2022 for 2 term of 1 year. He will cease to be Independent Director of the company on the
th
conclusion of 105 AGM and he is not eligible for re-appointment on completion of his 2nd Term of 1 year because as per Section 149 of the Companies Act, 2013 no independent director shall hold officefor more than two consecutive terms. Consequently, he will cease to be the Director with effect from the ensuing AGM to be held in the year, 2023. The Board appreciates and record the contribution of Mr. Mrityunjoy Banerjee for his valuable guidance and advise during his tenure.
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of Managerial Remuneration as required under section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure I of this Report.
STATUTORY AUDITORS & AUDITORS REPORT
M/s. G. Basu & Co., Chartered Accountants (ICAI FRN 301174E) has been reappointed as Statutory Auditors of the
the Company at the 104 AGM held on 30 September 2022 for another term of Five consecutive years i.e. upto the
thconclusion of 109 AGM to be held in the year 2027.
The report given by the Statutory Auditor on the financial statements of the Company forms part of the Annual Report. There is no quali cation, reservation, adverse remark of the statutory auditor in their report. The Auditors have not reported any fraud during the year.
COST AUDITORS
Pursuant to provisions of Section 148(1) of the Companies Act, 2013 ,your Board of Directors have re-appointed M/s. M/s N Radhakrishnan & Co., Cost Accountants (Firm Regn No..000056) as Cost Auditor of the Company for the Financial year 2023-2024 for conducting the Audit of Cost records maintained by the company.The Audit of Cost records is in progress and report will be led with the authority within the prescribed time period in accordance with the Act and relevant rules made thereunder.A proposal for rati cation of remuneration of cost Auditors for the FY 2023-24 will be placed before the members of the Company at the ensuing AGM for rati cation/approval.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Provisions of Section 134 (5) of the Companies Act, 2013 your Directors have con rmed that:
a) In the preparation of the Annual Accounts for the Financial Year ended 31 March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; b) They 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 a airs of the Company at the end of the financial year and of the pro t/(Loss) of the Company for that period; c) They have 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 Annual Accounts for the financial year ended 31 March, 2023 have been prepared on a going concern basis; e) They have laid down internal financial controls for the Company which are adequate and are operating effectively and, f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL RETURN
Pursuant to provisions of section 92(3) of the Companies Act, 2013 read with and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT- 9 is available on the website of the company i.e www.jute-world/ nancials/annualreport
SECRETARIAL AUDIT
The Board of Directors have Re-Appointed M/s K. Arun & Co., Company Secretaries (C.O.P. 2270) to carry out the
Secretarial Audit for the Financial Year 2023-24.
The Secretarial Audit Report for the Financial Year ended 31 March 2023 is given as Annexure II.
The Report of Secretarial Auditors does not contain any Quali cation, Reservation or Adverse Remark.
INTERNAL AUDITORS
The Board of Directors have Reappointed M/s.Vimal & Seksaria., a rm of Chartered Accountants to carry out the
Internal Audit for the Financial Year 2023-24
MEETINGS OF THE BOARD
st
Five Meetings of the Board of Directors were held during the year ended 31 March 2023. Details of composition of Board, Attendance of each Director etc. are provided in the "Report on Corporate Governance".
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Provisions of section 129(3) of the Companies Act 2013 and IND AS-103/110, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiary Company viz., Champdany Constructions Limited.
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF
SUBSIDIARY COMPANY
Particulars as required under Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 the salient features of the financial statement of companys subsidiary viz., Champdany Constructions Ltd is given in Form AOC 1 as Annexure III.
LISTING WITH THE STOCK EXCHANGE
The Companys shares are listed on the BSE Ltd (BSE) and Annual Listing Fees for financial year 2023-24 has been paid to the Stock Exchange.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant & Material Orders relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any asset etc. were passed by the Regulators for or against the Company during the financial year
ended 31 March 2023.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made affecting the financial position of the Company between 1st
April,2023 and 30 May,2023 which is the date of the report.
SUSPENSION OF WORK
During the year under review, Wellington Jute Mill (WJM) and Yarn Unit, Rishra were under suspension of work for 365 days and 137 days due labour unrest, covid and other reasons.
Flax Unit have been subject to suspension of work for 365 days during the year under review due to labour problems.
However, lately due to improvement in situation, possibility of some unit reopening appears bright.
INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL
STATEMENTS AND ITS ADEQUACY
The Company has adequate Internal Financial Controls with reference to the Financial Statements. The Companys internal control system is commensurate with the size, scale and complexity of its operations. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.
The Internal Audit has been carried out by M/s.Vimal & Seksaria, Chartered Accountants. The internal Auditors continuously monitor the e cacy of Internal Financial Control system with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys risk management with regard to inter alia, Internal financial Control system with reference to the financial statements.
The Audit Committee of your Board Periodically reviews the Internal Audit Report submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT 2013
Particulars of Investments made by the Company have been disclosed in note no.38 to the Standalone Financial
Statements for the Financial Year Ended 31 March 2023. The Company has not given any loan during the year.
PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED PARTIES
During the year under review, the Company has not entered into any contract / arrangement with related parties which are materially significant.
All contracts/ arrangements entered into by the Company with its Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of SEBI (LODR) Regulations, 2015 during the year, were in the ordinary course of business and at arms length price. Thus, provisions of Section 188 are not attracted, which have been duly
disclosed in Note No. 32 to the Standalone Financial Statements for the Financial Year Ended 31 March 2023.
PREVENTION OF INSIDERS TRADING
In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended up-to-date, the Company has adopted a model Code of Conduct for prevention of Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits purchase, sale of shares of the Company by the Directors, Officers and Designated Employees while in possession of the unpublished price sensitive information in relation to the Company. The Company Secretary is the Compliance Officer for the purpose of these Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Report on Corporate Governance and a Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance are attached hereto and form part of the Directors Report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of all operations in such a manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.
INDUSTRIAL RELATIONS
Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except in Units under suspension of work, etc. as mentioned in Management Discussion & Analysis Report annexed herewith.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their appreciation for the continuous support, encouragement and co-operation received from the Companys bankers, the Government of West Bengal, customers, employees, shareholders and other business associates.
On Behalf of the Board | |||
M Agarwal | |||
(DIN06948015) | |||
Directors | |||
Place: | Kolkata | L Jha | |
Dated: 30.05.2023 |
(DIN 08972636) |
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www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.