To Members
Your Directors have pleasure in presenting the 29th Annual Report together with Audited
Accounts for the year ended 31st March, 2015.
1. FINANCIAL HIGHLIGHTS
(Rs. in lacs)
| Particulars |
2014-15 |
2013-14 |
|
(12 Months) |
(12 Months) |
| Total Revenue |
58.10 |
59.00 |
| Profit/(Loss) Before Tax |
0.30 |
0.28 |
| Provision for taxation |
0.05 |
0.05 |
| Balance carried to Balance Sheet |
0.24 |
0.23 |
FINANCIAL SUMMARY
Company earned income from operations and other income for the financial year under
review Rs. 58.10 lacs as compared to Rs.59 lacs for the previous financial year. Company
earned profit before tax of Rs. 0.30 lac as compared to profit before tax of Rs.0.28 lac
for the previous year.
2. DIVIDEND
Due to inadequacy of profits and to support the fund requirement for future growth, the
Board of Directors regret their inability to recommend any dividend for the year.
3. OPERATIONS AND FUTURE OUTLOOK
Board is trying to make some plans for the betterment of operations and as and when
some project materializes the shareholders will be informed.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY,
There was no change in the nature of business of the Company during the financial year
ended 31st March, 2015.
5. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 forms part of the Board’s Report
and is annexed herewith as ANNEXURE -1.
6. NUMBER OF BOARD MEETINGS
During the financial year 2014-2015, the Board of Directors of the Company, met 07
(seven) times on 30.5.2014, 14.8.2014, 30.9.2014, 10.11.2014, 14.11.2014, 12.2.2015 and
31.3.2015. Further, a separate Meeting of the Independent Directors of the Company was
also held on 12.2.2015.
7. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of Companies Act, 2013, with regard to Directors’
Responsibility Statement, your Directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed alongwith proper explanation relating to material departures;
(ii) 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 of the Company at the end of the financial year and of
the profit or loss of the Company for the year ;
(iii) the Directors have taken proper and sufficient care of the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the 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 internal financial controls to be followed by the company were laid down and
such internal financial controls were adequate and were operating effectively.
(vi) proper systems are there to ensure compliance with the provisions of all
applicable laws
8. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
All the Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules. Sh. Mohan Lai, independent Director
resigned on 10.11.2014. The Board places on record its deep appreciation for the valuable
contribution made by him during his tenure as Director of the Company.
9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED
OR HAVE RESIGNED DURING THE YEAR
Since last Annual General Meeting the following changes have taken place in the
Directorship/KMPs of the Company.
Mrs .Asha Jaidka was appointed as Woman Director of the Company w.e.f. 25.7.2015. Mr
Ashok Kumar Jaidka was appointed Managing Director w.e.f. 31.3.2015 subject to the
approval of shareholders in the Annual General Meeting. Mr Mohan Lai, independent Director
resigned on 10.11.2014.
In accordance with the provisions of Articles of Association of the Company and the
relevant provisions of Companies Act, 2013, Sh. Ashok Kumar Jaidka (DIN 00637546) Director
retires by rotation and being eligible has offered himself for re-appointment. None of the
Directors has incurred disqualification under Section 164 of the Companies Act, 2013.
10. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of
the Company in its Meeting held on 30.9.2014, approved a policy on directors’
nomination and remuneration including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided u/s 178(3), based on the
recommendations of the Nomination and Remuneration Committee.
The Company’s Policy relating to appointment of Directors, payment of managerial
remuneration, Directors’ qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013 is furnished in ANNEXURE -2 and forms part of this Report which is also available on
the website of the Company www.iaidkaindustries.in.
11. AUDIT COMMITTEE
In compliance with the provisions of Section 177 of Companies Act, 2013 Company has
constituted Audit Committee. Presently Mr. Jiwan Singh, Independent Director is the
chairman and other members are Shri Jagdish Kumar Jaidka and Mr Varinder Singh. Mr Mohan
Lai, independent Director was also member of this Committee and he resigned on 10.11.2014
from the Directorship of the Company. Audit Committee has powers and authority as provided
under the aforesaid provisions and acts in accordance with the terms of reference
specified by the Board of Directors from time to time. Board has accepted all the
recommendations of the Committee.
12. AUDITORS
Pursuant to Section 139 of Companies Act, 2013, M/s Ashwani & Associates, Chartered
Accountants (Membership No. 080711) has been appointed, in the 28th Annual General
Meeting, upto the conclusion of 31st Annual General Meeting of the Company subject to
ratification of their appointment at every Annual General Meeting. Item has been included
in the agenda for rectification of appointment.
13. STATUTORY AUDITORS’REPORT
Auditors have not made any qualification/adverse remarks on the Financial Statement for
the year ended 31st March 2015. The observations of Statutory Auditors in their reports
are selfexplanatory and therefore do not call for any further comments.
14. SECRETARIAL AUDIT REPORT
M/s V P Chhabra & Associates were appointed secretarial auditors of the Company for
the financial year 2014-15. After conducting the Secretarial Audit, Form MR-3 Secretarial
Auditor’s Report submitted by the Secretarial Auditors is enclosed as ANNEXURE -
3 forming part of the Board Report. Reply to the qualifications is as under:
(i) Company has been trying to appoint a Company Secretary but could not find suitable
willing candidate because the Company is passing through a difficult phase .
(ii) The Board has been contemplating to appoint some professional Managing Director
but could not find suitable person and it lead to the delay in the appointment of Shri
Ashok Kumar Jaidka as Managing Director.
(iii) SEBI has exempted the appointment of Woman Director for companies of smaller
size. It was expected that Ministry of Corporate Affairs will also exempt small companies
from this requirement. However, when it was not done Woman Director was appointed on
25.7.2015
(iv) There is no trading on Ahmedabad, Delhi and Ludhiana stock exchanges and it is the
reason that listing fee has not been paid so far. The Bombay Stock Exchange Limited is in
the process of allowing trading in the shares of the Company and Company has been waiting
for final decision so that whole payment could be paid in lumpsum. It is the reason that
listing fee for 2014-15 has not been paid so far.
(v) Company has made agreement with CDSL to provide facility to the shareholders for
dematerialization. So far BSE has not allowed the trading permission to the Company and
after the receipt of trading permission agreement shall be made with NSDL also.
(vi) Quarterly financial results for the quarter ending 31.03.2014,30.6.2014 and
30.9.2014 could not be got published in the newspapers as prescribed under clause 41 of
the Listing Agreement due to oversight of concerned person.
Other than these minor points there are no qualifications, reservations or adverse
remarks made by Secretarial Auditors in their Report.
15. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN
During the year the Company has given loans from time to time of less than Rs 50 lacs
for business purposes and interest has been/is being received. However, during the year
the Company has not made any investment, given any guarantee or provided any security.
Further the attention is drawn to Note No. 32 of Financial Statements.
16. PARTTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts and arrangements entered into by the Company with related
parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including
certain arm’s length transactions under third proviso thereto are disclosed in Form
No. AOC- 2 in ANNEXURE - 4 and form part of this Report.
17. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year to which this financial statements
relate and the date of this Report.
18. PARTICULARS RELATING TO TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134(3)(m) of Companies Act, 2013 regarding conservation
of energy, technology absorption, foreign exchange earnings and outgo is as under:
(A) - CONSERVATION OF ENERGY
Energy conservation measures are being taken on regular basis in all possible areas
through improved operational methods and other means.
(B) -TECHNOLOGY ABSORPTION
Since the Company has not imported any plant or technology this clause is not
applicable.
(c) FOREIGN EXCHANGE EARNINGS AND OUTGO There has been no foreign exchange income or
outgo during the period under review.
19. RISK MANAGEMENT POLICY
During the year, the Board of Directors, in its meeting held on 30.5. 2014, has adopted
a formal Risk Management Policy for the Company, whereby, risks are broadly categorized.
The Policy outlines the parameters of identification, assessment, monitoring and
mitigation of various risks which are key to business objectives which is also available
on the website of the Company at www.iaidkaindustries.in.
20. CORPORATE SOCIAL RESPONSIBILITY POLICY
The CSR Policy is not applicable to the Company as the criteria specified in
Sub-section (1) of Section 135 of the Company Act 2013 with regard to net worth/turnover
or net profit is not fulfilled by the Company.
21. FORMAL EVALUATION
Sound governance and prudential management of a company lies with its Board. The Board
of Directors undertook the evaluation of its own performance, its Committees and all the
individual Directors.
The review concluded by affirming that the Board as a whole as well as all of its
Directors individually and the Committees of the Board continued to good governance and
contribute its best in the overall growth of the organisation.
22. DETAIL OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENT
In the opinion of the Board, the existing internal control framework is adequate and
commensurate to the nature of the business of the Company. The internal auditor monitors
and evaluates the efficacy and adequacy of Internal Financial Control system in the
company, its compliance with operating system, accounting procedures and policy.
23. CAPITAL & RESERVES
There is no change in the paid up and authorized share capital of the Company as on
31.03.2015. However, the reserves of the Company increased from Rs. 91.06 lacs to Rs.
91.30 lacs. .
24. LISTING
The Equity shares of the company are listed at Bombay Stock Exchange Limited. The
Company has paid listing fees to the Stock Exchange upto 2013-14. The Company has made all
compliances for revocation of suspension but trading permission has not been granted by
the Bombay Stock Exchange Limited so far. Payment of Listing fee for 2014-15 will be made
along with total bill for revocation of suspension. The shares of the Company are also
listed on Ahmedabad Stock Exchange Ltd., Delhi Stock Exchange Limited and Ludhiana Stock
Exchange Association Ltd. However, SEBI has withdrawn the recognition of Delhi Stock
Exchange Ltd. and Ludhiana Stock Exchange Association Ltd.
25. BUY BACK OF SHARES
During the year, Company has neither bought back its shares nor it has given any loan
for purchase of its own shares.
26. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the financial year ended 31st March, 2015, neither any entity has become nor
‘ ceased to be the subsidiary, joint venture or associate of the Company.
27. SEGMENT REPORTING
The Company is a single segment engaged in the trading of textile and allied products.
Therefore the disclosure requirements of Accounting Standard (AS)- 17 on "Segment
Reporting" issued by the Companies (Accounting Standards) Rules, 2006 is not
applicable to the Company.
28. PARTICULARS RELATING TO EMPLOYEES
During the year there was no employee to whom the provisions of Section 197 of
Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, was applicable, hence the information be treated as
nil.
29. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
Details pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this
Report and are annexed herewith as ANNEXURE - 5.
30. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
On the recommendation of Audit Committee and approval of Board the Company has in place
a composite policy ‘Vigil Mechanism’ available to the employees and directors to
blow the whistle/ highlight any fraud, irregularity, wrongdoing etc. which is also
available on the website of the Company at www.iaidkaindustriesltd.in
31. GENERAL ENVIRONMENT & OTHER APPLICABLE LAWS
The Company is committed to the protection of environment and is not involved in any
activity hazardous to environment. The Company adheres to the provisions of the applicable
environment and other laws.
32. INDUSTRIAL RELATIONS
Relations between the Management and its employees have remained cordial and management
expresses their appreciation for the co-operation and dedication of the employees at all
levels of the Company.
33. CORPORATE GOVERNANCE
As per SEBI circular No. CIR/CFD/Policy Cell/7/2014 dated 15.9.2014 Clause 49 of the
Listing Agreement relating to Corporate Governance is not applicable to companies having
paid up equity share capital not exceeding Rs. 10 crore and net worth not exceeding Rs 25
crores as on the last day of the previous financial year. Since the paid up capital of the
company on the last day of the previous financial year was Rs 4.34 crores and networth of
Rs 5.25 crores your Company is exempted from the compliance of Clause 49 of the Listing
Agreement.
34. 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 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 .
4. There is no subsidiary and accordingly the Managing Director of the Company do not
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 Company’s operations in future.
35. ACKNOWLEDGEMENTS
Your Directors convey their sincere thanks to the Bankers, various departments in
Central and State Governments and all others associated with the Company for their
co-operation, continued support and confidence reposed by them in the Company.
|
For and on behalf of the Board |
|
|
For Jaidka Industries Limited |
|
|
(Ashok Kumar Jaidka) |
(Jagdish Kumar Jaidka) |
|
Managing Director |
Director |
| Place: Ludhiana |
DIN No.00637546 |
DIN No.01245900 |
| Date: 24.08.2015 |
|
|
+91-9892691696
