Dear Members,
Your Directors present the 26th Annual Report on the business and operations
of your Company along with the audited financial statements for the financial year (FY)
ended March 31, 2023.
FINANCIAL RESULTS
(‘000)
|
Year ended on 31/03/2023 |
Year ended on 31/03/2022 |
| Gross Sales including other income |
1171 |
1383 |
| Gross Profit(Loss) |
(85) |
39 |
| Profit/Loss for the year |
(85) |
39 |
RESULT OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
During the year under review, the Company has been in consolidation mode and is
evolving strategy for future business operations. No manufacturing/trading operations
during the year under review by the Company.
DIVIDEND
No dividend is being recommended for the year under review in view of the accumulated
losses.
TRANSFER TO RESERVES
In view of the losses, no transfer to the Reserves is proposed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Textile industry has acquired prominent place in Indias industrial development. It
employs maximum number of persons next to agriculture. Major part of its production goes
for Exports. The industry contributes substantially to Exports and GDP of India. However,
due to derailment of regular business on account of financial constraints, your Company
has not been able to operate normally. The Directors are exploring possibilities to resume
business operations.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
The Promoters and others have agreed to transfer their shareholding to new parties with
approval from SEBI and BSE since the end of the financial year of the Company to which the
financial statements relate and the date of the report. The new shareholders are expected
to induct funds for rejuvenating the operations of the company.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary/joint venture/associate companies.
INTERNAL CONTROL SYSTEM
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by all the auditors and the
reviews performed by management and the relevant board committees, including the audit
committee, the board is of the opinion that the Companys internal financial controls were
adequate and effective during FY 202223. We have appointed M/s G D Badaya & Co. LLP,
Chartered Accountants, Jaipur as Internal Auditor for FY 2022-23 whose report is also
enclosed.
HUMAN RESOURCE DEVELOPMENT
It encourages innovation and performance. The Company has developed an environment of
harmonious and cordial relations with its employees.
As the Company is in Textile business only, segment reporting is not required.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Your Company has not given any loan or guarantee or made investment in the F.Y 2022-23
DIRECTORS AND KEY MAGERIAL PERSONNEL
Pursuant to the provisions of section 203 of the Act, the key managerial personnel of
the Company are - Mr. S.G. Vyas Director, Mr. Shiv Kumar Singhal Director, Mr. Manish
Kumar Jain Chief Financial Officer and Mr. Nikhil Sharma Company Secretary.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER EMPLOYEES
Policy for appointment of Director, KMP and Senior Management
Enhancing the competencies of the Board as well as retaining talented employees for the
role of KMP / senior management is the basis of the Committee to select a candidate for
appointment to the Board. While recommending a candidate for appointment, the Committee
shall consider the following aspects:
- The range of attributes of the candidate which includes, but is not limited to
qualifications, skills, regional and industry experience, background and other qualities
required to operate successfully in the position, being considered;
- The extent to which the candidate is likely to contribute to the overall
effectiveness of the Board and the management, work constructively with the existing
systems and enhance the efficiency of the Company;
Policy relating to the Remuneration for the Whole-time Director, KMP and Senior
Management Personnel
The remuneration/ compensation/ commission etc. to the Whole-time Director, KMP and
Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The remuneration/ compensation/ commission etc. shall be subject to
the prior/ post approval of the shareholders of the Company and Central Government,
wherever required. Increments to the existing remuneration/ compensation structure may be
recommended by the Committee to the Board.
The Whole-time Director/ KMP and Senior Management shall be eligible for a monthly
remuneration as may be approved by the Board on the recommendation of the Committee.
NUMBER OF MEETINGS OF BOARD
Six meetings of the board were held during the year. For details please refer to the
corporate governance report, which forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
b) 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 thestate of affairs of the Company at the end of the financial year and of
the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD
The board of directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing
Regulations").
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
Kindly refer to the Corporate Governance Report for details on the subject.
COMMITTEES OF THE BOARD
The Company has following committees of the Board:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
The details with respect to the composition, roles, terms of reference, etc. of
relevant committees are given in details in the Report on Corporate Governance of the
Company which forms part of this Annual Report.
STATUTORY AUDITORS
M/s. Rajeshkumar P Shah & Co. (FRN: 129110W Membership No. 105321) have been
proposed to be appointed as Statutory Auditors of the Company for a period of 5 years to
hold office till the conclusion of the 31st Annual General Meeting. Provisions of Section
139 of the Companies Act, 2013 are being complied with.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 your Company has appointed Mr.
Vedant Mittal (M.No- FCS12494) of M/s N. Bagaria & Associates, Company Secretary,
Jaipur as its Secretarial Auditorsto conduct the secretarial audit of the Company for the
FY 2022-23. The Report of Secretarial Auditor for the FY 2022-23 is annexed hereto and
forms part of this report as Annexure-2.
PARTICULARS OF EMPLOYEES
Information as per section 197 (12) of the Companies Act, 2013 read with rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
None of the employee was in receipt of remuneration in excess of limit prescribed under
Section 197 (12) of the Companies Act, 2013.
RISK MANAGEMENT
The Company evaluates different industry scenarios and checks out strategies to
minimize the risk to business.
VIGIL MECHANISM
The Company has implemented a Whistle Blower Policy as detailed on the Companys
website - www.jagjanani.com. The functioning of the Vigil mechanism is reviewed by the
Audit Committee from time to time.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company hereby confirms that the company is not required
to constitute a Corporate Social Responsibility Committee as per the provisions of section
135 of the Companies Act, 2013.
RELATED PARTY TRANSACTION
Under Section 188 and other applicable provision, if any, of the Companies Act, 2013
and rule 15 of Companies (Meeting of Board and its Power) Rule, 2014, all related party
transactions that were entered during the financial year, if any were in the ordinary
course of business and on an arms length basis. There were no materially significant
related party transactions entered into by the Company with Promoters, Directors, Key
Managerial Personnel or other persons which may have a potential conflict with the
interest of the Company.
Since all related party transactions entered into by the Company were in the ordinary
course of business and were on an arms length basis, Form AOC - 2 is not applicable to
the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPORTION AND FOREIGN EXCHANGE
A statement giving details of conservation of energy, technology absorption, foreign
exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this
report as Annexure-4.
DISCLOSURE REQUIREMENT
As per SEBI Listing Regulations, corporate governance report with auditors certificate
thereon are attached, which form part of this report.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this Report
4. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future
6. No fraud has been reported by the Auditors to the Audit Committee or Board.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, the Company has formulated and implemented a policy on
prevention of sexual harassment at work place with a mechanism of lodging complaints.
During the year under review, no complaints were reported to the Board.
CASH FLOW ANALYSES
In conformity with the provisions of clause 32 of the Listing obligation and disclosure
requirement, 2015 the Cash Flow Statement for the year ended 31.03.2023 is annexed hereto.
ACKNOWLEDGEMENT
Your Directors would like to appreciate dedication and hard work put in by employees of
the company. Last but not the least your Directors are deeply grateful for the confidence
and faith shown by the members of the Company in them.
|
Sd/- |
Sd/- |
|
S.K.Singhal |
S.G.Vyas |
| Place: Jaipur |
Director |
Director |
| September 04, 2023. |
(DIN-00075934) |
(DIN-01905310 |
+91-9892691696
