Dear Members,
Your Directors have pleasure in presenting the 16th Annual Report together
with the Audited Financial Statements of accounts of the Company for the Financial Year
ended 31st March, 2023.
COMPANIES SPECIFIC INFORMATION:
1. Financial Results:
The Companys financial performance for the year ended 31st March, 2023
& 31st March, 2022 are summarized below:
| Particulars |
(Rs. In lakhs) |
|
2022-2023 |
2021-2022 |
| Revenue from Operation |
8611.69 |
7510.57 |
| Other Income |
122.81 |
30.62 |
| Total Income |
8734.50 |
7541.19 |
| Expenses: |
|
|
| Cost of Material consumed |
4701.00 |
4077.91 |
| Change in Inventory |
88.01 |
0.07 |
| Employee Benefit |
1445.94 |
1275.34 |
| Finance Cost |
95.45 |
92.44 |
| Depreciation & Amortization Exp. |
162.41 |
171.15 |
| Other Expenses (including prior period expenses) |
2443.23 |
3253.98 |
| Total Expenses |
8936.04 |
8870.89 |
| Profit/ (Loss) Before Prior items and Tax |
(201.53) |
(1329.71) |
| Prior Period Income / (expenses) |
(2.12) |
(37.86) |
| Net Profit / (Loss) Before Tax |
(203.66) |
(1376.57) |
| Less: Tax Expenses |
|
|
| - Current Tax |
0.00 |
- |
| - Excess/(short) Provision in earlier year |
1.34 |
65.12 |
| - Deferred Tax |
12.35 |
16.71 |
| Net Profit / (Loss) After Tax |
(217.34) |
(1449.40) |
| Opening Balance of Profit & Loss A/c |
(467.28) |
982.11 |
| Add: Profit/ (Loss) for the year |
(217.34) |
(1449.40) |
| Closing Balance of Profit & Loss A/ c |
(684.62) |
(467.28) |
| - Earnings per share |
|
|
| Basic |
(5.35) |
(35.67) |
| Diluted |
(5.35) |
(35.67) |
2. Operational performance:
Your Directors inform the members that the financial year 2022-2023 was favorable
albeit not fully.
The Total income during the year has increased by 15.82% i.e. from Rs.
7541.19 Lakhs to Rs. 8734.5
Lakhs over the last year and the total expenditure of the company is stood at Rs.
8936.04 Lakhs.
The Net Loss of the Company has drastically decreased by 85% as compared from Rs.
1499.40 Lakhs in the previous year to Rs. 217.34 in the current year.
The Company is operating only in one segment i.e. processing of textile and there is no
change in the nature of the Business of the Company.
In accordance with section 136 of the Companies Act, 2013, the audited financial
statements are available on www.jakhariafabric.com. These documents will also be available
for inspection during working hours at the registered office of your Company. Any member
interested in obtaining such document may write to the Company Secretary and the same
shall be furnished on request.
3. Transfer to reserves in terms of section 134 (3) (j) of the companies act, 2013:
During the year under review the company has not transferred any amount to the general
reserves. The Loss of Rs. 217.34 Lakhs is reduced from the Reserve and Surplus Account for
the year under review.
4. Dividend:
The company has incurred loss during the year and with the intention to strengthen the
financial position of the company, no dividend out of accumulated reserves is recommended
by the Board for the financial year ended March 31, 2023. (Previous year NIL).
5. Capital Structure:
The Capital Structure of the Company as on 31.03.2023 is as follows:
The Authorized Share Capital of the Company is Rs. 5,00,00,000 (Rupees Five Crore)
divided into 50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each.
The Issued, Subscribed & Paid-up Capital of the Company is Rs. 4,06,38,300 (Rupees
Four Crore Six Lakh Thirty-Eight Thousand Three Hundred only) divided into 40,63,830
(Forty Lakh Sixty- Three Thousand Eight Hundred and Thirty) Equity Shares of Rs. 10/-
(Rupees Ten) each fully paid up.
Buy Back of securities:
The Company has not bought back any of its securities during the year under review.
Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares:
No Bonus Shares were issued during the year under review.
Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
6. Material changes between the date of the board report and end of financial year:
There have been no material changes and commitments, except provided below, 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.
7. Change in nature of business:
There have been no material changes in the nature of any business of the company during
the financial year under review.
8. Significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and companys operations in future:
During the year under review there has been no such significant and material orders
passed by the regulators or courts or Tribunals impacting the going concern status
and companys operations in future.
9. Subsidiaries, Associate companies & Joint Ventures:
The details of Subsidiaries, Associate companies & Joint Ventures are provided in
Form AOC — 1 as "Annexure — V"
10. Extract of Annual Return:
Kindly Take Note that the Annual Return is available on the website of the Company on
www.jakhariafabric.com.
11. Conservation of Energy, Technology absorption and Foreign Exchange Earnings and
Outgo:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure
I".
12. Board of Directors, their meetings & KMP(S):
I. Constitution of the Board:
The Board of directors comprise of total 9 (Nine) Directors, which includes 3 (Three)
Independent directors. The Chairman of the Board is Promoter and Executive Director. The
Board members are having varied experience in the relevant field of the business
activities of the Company, which plays significant roles for the business policy and
decision-making process and provide guidance to the executive management to discharge
their functions effectively.
II. Board Independence:
Our definition of Independence of Directors is derived from Regulation 16 of SEBI
(LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is
having following independent directors:
(i) Mr. Mukul Vora
(ii) Mr. Ajitsingh Arjun Ghorpade
(iii) Mr. Jawahar Desai
As per provisions of the Companies Act, 2013, Independent Directors were appointed for
a term of 5 (five) consecutive years and shall not be liable to retire by rotation.
III. Declaration by the Independent Directors:
All the Independent Directors have given their declaration of Independence stating that
they meet the criteria of independence as prescribed under section 149(6) of the Companies
Act, 2013. Further that the Board is of the opinion that all the independent directors
fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015 during the year 2022-23.
IV. Directors liable to retire by rotation
In accordance with the provisions of the Companies Act, 2013 and in terms of the
Articles of Association of the Company, Mr. Manekchand Panachand Shah (DIN: 01911237),
Director of the Company is liable to retire by rotation at ensuing Annual General Meeting
and being eligible offers himself for re-appointment.
V. Changes in Directors & Key Managerial Personnel
During the year there are following changes in Directors:
| Sr No. Particulars |
Date of Event |
| 1. Resignation of Mr. Nitin Keshavji Shah from the post of Managing Director |
6th April, 2022 |
| 2. Appointment of Mr. Nitin Keshavji Shah as Additional Director (Executive director) |
14th November, 2022 |
| 3. Appointment of Mr. Vijay Mukesh Thakkar as Company Secretary and Compliance Officer |
14th November, 2022 |
| 4. Resignation of Mr. Bhavin Waghela from post of Company Secretary and Compliance
Officer |
14th November, 2022 |
VI. Meetings and Attendance of the Board:
The Board meets at regular intervals to discuss and decide on company/business policy
and strategy apart from other Board business. The notice of Board meeting is given well in
advance to all the Directors. Meetings of the Board are held in Bhiwandi, at the
Registered Office. The Agenda of the Board meetings is circulated at least a week prior to
the date of the meeting. The Agenda for the Board and Committee meetings includes detailed
notes on the items to be discussed at the meeting to enable the Directors to take an
informed decision.
The Board met 5 (Five) times in the Financial Year 2022-23. The maximum interval
between any two meetings did not exceed 120 days. Attendance of each director in board
meeting as follows:
| Sr. Date of no. Meeting |
Board Strength |
No. of Directors Present |
| 1 30.05.2022 |
8 |
8 |
| 2 07.09.2022 |
8 |
8 |
| 3 14.11.2022 |
8 |
8 |
| 4 01.02.2023 |
9 |
9 |
| 5 31.03.2023 |
9 |
9 |
VII. Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company was held on 31st
March, 2023 to review the performance of Non-Independent Directors (including the
Chairman) and the entire Board. The Independent Directors also reviewed the quality,
content and timeliness of the flow of information between the Management and the Board and
its Committees which is necessary to effectively and reasonably perform and discharge
their duties.
VIII. Companys Policy on Directors Appointment and Remuneration:
The Policy of the Company on Directors appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a Director and
other matters provided under section 178(3), are uploaded on companys website
www.iakhariafabric.com.
IX. Annual Evaluation by the Board:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and
Remuneration Committee has laid down the criteria for evaluation of the performance of
individual Directors and the Board as a whole. Based on the criteria the exercise of
evaluation was carried out through a structured process covering various aspects of the
Board functioning such as composition of the Board and committees, experience &
expertise, performance of specific duties & obligations, attendance, contribution at
meetings & Strategic perspectives or inputs regarding future growth of company, etc.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Director. The performance of the Independent Directors was carried
out by the entire Board (excluding the Director being evaluated). The Directors expressed
their satisfaction with the evaluation process.
13. Committees of The Board:
The Company has following committees:
I. Audit Committee:
The Company has reconstituted the Audit Committee on 30th May, 2022 in
accordance with Section 177(1) of the Companies Act, 2013 and Regulation 18 of the SEBI
(LODR) Regulations, 2015. The details of which have been provided on
www.jakhariafabric.com. There has been no instance where the Board of Directors had not
accepted any recommendation of the Audit Committee.
During the financial year ended 31st March, 2023, 5 (Five) Audit Committee Meetings
were held on the following dates:
(1) 30.05.2022 (2) 07.09.2022 (3) 14.11.2022 (4) 01.02.2023 (5) 31.03.2023
The Reconstituted Audit Committee comprises of the following Directors of the Company:
| Sr. No. Name |
No. of meeting entitled to attend |
No. of meetings attended during the year |
| 1 Mr. Mukul Vora -Independent Director (Chairperson) |
5 |
5 |
| 2 Mr. Jignesh Shah - Chairman & Executive Director (Member) |
5 |
5 |
| 3 Mr. Ajitsingh Ghorpade- Independent Director (Member) |
4 |
4 |
| 4 Mr. Jawahar Desai- Independent Director (Member) |
1 |
1 |
II. Nomination and Remuneration Committee:
The Company has reconstituted the Nomination and Remuneration Committee on 30th
May, 2022 in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, the details of which have been provided on www.jakhariafabric.com.
During the financial year ended 31st March, 2023, 5 (Five) Nomination and Remuneration
Committee Meetings were held on the following dates:
(1) 30.05.2022 (2) 07.09.2022 (3) 14.11.2022 (4) 01.02.2023 (5) 31.03.2023
The Reconstituted Nomination and Remuneration Committee comprises of the following
Directors of the Company:
| Sr. No. Name |
No. of meeting entitled to attend |
No. of meetings attended during the year |
| 1 Mr. Mukul Vora- -Independent Director (Chairperson) |
5 |
5 |
| 2 Mr. Ajitsingh Ghorpade- Independent Director (Member) |
5 |
5 |
| 3 Mr. Jawahar Desai- Independent Director (Member) |
5 |
5 |
III. Stakeholders Relationship Committee:
The Company has reconstituted the Stakeholders Relationship Committee on 30th
May, 2022 in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, the details of which have been provided on www.jakhariafabric.com. The
Committee considers and approves various requests regarding annual report and to redress
complaints of the shareholders.
During the financial year ended 31st March, 2023, 5 (Five) Stakeholders Relationship
Committee Meetings were held on the following dates:
(1) 30.05.2022 (2) 07.09.2022 (3) 14.11.2022 (4) 01.02.2023 (5) 31.03.2023
The Reconstituted Stakeholders Relationship Committee comprises the following
Directors:
| Sr. No. Name |
No. of meeting entitled to attend |
No. of meetings attended during the year |
| 1 Mr. Ajitsingh Ghorpade- Independent Director (Chairperson) |
5 |
5 |
| 2 Mr. Jawahar Desai- Independent Director (Member) |
5 |
5 |
| 3 Mr. Himatlal Panachand Shah - Director (Member) |
5 |
5 |
IV. Corporate Social Responsibility (CSR) Committee:
The Company has reconstituted the CSR Committee on 30th May, 2022 in
accordance with the provisions of section 135 of the Companies Act, 2013.
During the financial year ended 31st March, 2023, 2 (Two) Corporate Social
Responsibility Committee Meetings were held on the following dates:
(1) 07.09.2022 & (2) 31.03.2023
The Reconstituted CSR Committee comprises the following Directors:
| Sr. No. Name |
No. of meeting entitled to attend |
No. of meetings attended during the year |
| 1 Mr. Ajitsingh Ghorpade- Independent Director (Chairperson) |
2 |
2 |
| 2 Mr. Mukul Vora -Independent Director (Member) |
2 |
2 |
| 3 Mr. Jignesh Shah -Chairman & Executive Director (Member) |
2 |
2 |
14. Corporate Social Responsibility:
As a part of its initiative under the Corporate Social Responsibility ("CSR")
drive, the company has undertaken projects in accordance with Schedule — VII of the
act and the Companys CSR Policy. The Report of CSR activities are required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as "Annexure
II" which forms an part of this Report.
15. Statutory Auditor & Audit Report:
In terms of provisions of the Companies Act, 2013, at the 13th Annual General Meeting
(31.12.2020) of the Company, M/s. SHAH SHROFF & ASSOCIATES, Chartered Accountants,
(Firm Registration No. 0128920W), Mumbai, were appointed as Statutory Auditors of the
Company to hold the office from the conclusion of the 13th annual general meeting till the
conclusion of 18th annual general meeting to be held in the year 2025. They have confirmed
that they are not disqualified from continuing as auditors of the company.
As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has
confirmed that they holding a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India. Board is pleased to inform that there is no
such observation made by the Auditors in their report which needs any explanation by the
Board. The Notes on financial statement referred to in the Standalone & Consolidated
Auditors Reports are self- explanatory and do not call for any further comments. The
Standalone & Consolidated Auditors Report does not contain any qualification,
reservation, adverse remark or disclaimer.
16. Secretarial Auditor:
The Board of Directors, on the recommendations of the Audit Committee, of the Company,
has appointed M/s. KMC & Associates, Company Secretaries, Mumbai, [ICSI
Membership No. FCS - F11427 & Certificate of Practice No. 17042], as the Secretarial
Auditors of the Company for the financial year 2022-2023.
The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial
Auditors, do not contain any major adverse remarks and qualifications, hence do not call
for any further explanation/s by the Company. The Secretarial Audit Report in Form No.
MR-3 submitted by the said Secretarial Auditors, for the financial year 2022-2023 forms
part of the Annual Report as "Annexure VI" to the Boards report.
Certification from Company Secretary in Practice:
M/s. KMC & Associates, Practicing Company Secretaries has issued a certificate
required under the Listing Regulations, Board of the Company has been debarred or
disqualified from being appointed or continuing as director of the Company by the
SEBI/Ministry of Corporate Affairs or any such statutory authority. The Certificate is
enclosed with this report as "Annexure- VI"
17. Internal Auditors:
Pursuant to Section 138 of the Companies Act,
2013 read with the Companies (Accounts) Rules,
2014 (as amended), the Board of Directors, on the recommendations of the Audit
Committee, of the Company is appointed
M/s R M F & Co., Chartered Accountants, Mumbai, [ICAI Firm Registration
No.-153788W], as the Internal Auditors of the Company for the financial year 2022-2023
ended on 31.03.2023. The Internal Audit Finding/s and Report/s submitted by M/s R M F
& Co., during the financial year, to the Audit Committee and Board of Directors of
the Company, do not contain any adverse remarks and qualifications hence do not call for
any further explanation/s by the Company.
18. Cost Auditors:
As per the requirement of the Central Government and pursuant to section 148 of the
Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended
from time to time, your company hereby confirms that the provisions of this section are
not applicable, hence your company is not required to appoint cost auditor for the
financial year 2022-23.
19. Disclosure for fraud against the company:
In terms of provision of section 134(3)(ca) of the Companies Act, 2013, There were no
instances of fraud which are reported by Auditors of the Company under section 143(12) of
the Companies Act, 2013 to the Audit Committee.
20. Code of Conduct:
Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay
down a Code of Conduct for its directors and senior management, incorporating duties of
directors as laid down in the Companies Act, 2013.
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and specified employees in the course of day-to-day business
operations of the Company. The Company believes in "Zero Tolerance" against
bribery, corruption and unethical dealings/ behavior in any form and the Board has laid
down certain directives to counter such acts. The Company has adopted a Code of Conduct
for all Directors and Senior Management of the Company and same is hosted on the website
of the company i.e. www.jakhariafabric.com
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting structure. All the Board
Members and the Senior Management personnel have confirmed compliance with the Code.
21. Corporate Governance:
The Company being listed on the EMERGE Platform of National Stock Exchange of India
Limited and therefore pursuant to Regulation 15(2)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Regulation 27 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Part C of Schedule V relating to compliance
of Corporate Governance is not applicable to the Company. Further, The Company is not
required to comply with requirements as specified in Part E of Schedule II pursuant to
Regulation 27(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and submitting Compliance Report on Corporate Governance on quarterly basis pursuant to
Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Hence no Corporate Governance Report is required and therefor it is not forming part of
this Annual Report. It is pertinent to mention that the Company follows majority of the
provisions of the corporate governance voluntarily as a part of Good Corporate Governance.
22. Industrial Relations:
During the year under review your Company enjoyed cordial relationship with workers and
employees at all levels.
23. Change in the nature of business:
During the year under review there is no change in the nature of the business and
commercial activities of the company.
24. Deposits:
During the financial year ended 31st March, 2023 under review, the Company
has neither invited nor accepted any public deposits within the meaning of Section 73 and
74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014
(as amended). As such, no specific details prescribed in Rule 8(1) of the Companies
(Accounts) Rules, 2014 (as amended) are required to be given or provided.
25. Vigil Mechanism / Whistle Blower Policy:
Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 (9) of the Companies Act, 2013 and the
regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, The Company has adopted a Whistle-Blower Policy for Directors and employees to
report genuine concerns and to provide for adequate safeguards against victimization of
persons who may use such mechanism. The details of the Vigil Mechanism Policy has posted
on the website of the Company at www.jakhariafabric.com
26. Prevention of Insider Trading:
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 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
details of the Insider Trading Policy has posted on the website of the Company at
www.jakhariafabric.com
The Code requires Trading Plan, pre-clearance 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. However, there were
no such instances in the Company during the year 2022- 23.
27. Risk Management:
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non- business risks.
The Board of Directors of the Company and the Audit Committee shall periodically review
and evaluate the risk management system of the Company so that the management controls the
risks through properly defined network. Head of Departments shall be responsible for
implementation of the risk management system as may be applicable to their respective
areas of functioning and report to the Board and Audit Committee.
The Company has not made Risk Management Committee, but the Board of Directors and
Audit Committee is looking after the Risk Management of the Company.
28. Meetings of the Members:
During the year under review 15th Annual General Meeting of the Company was
held on 29.09.2022.
29. Directors Responsibility Statement:
Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with
respect to Directors Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
(ii) 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 and loss of the Company for the year ended for that period;
(iii) 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;
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) 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.
30. Management Discussion and Analysis Reports:
As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the management Discussion and Analysis Report of the Company for the
year ended is set out in this Annual Report as ‘Annexure- III.
31. Particulars of Loans, Guarantees or Investments made under section 186 of The
Companies Act, 2013:
Details of Loans (Secured or unsecured), Guarantee provided in connection with any
loan/s availed and Investments pursuant to the section 186 of the Companies Act, 2013 read
with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) are given
in the notes to the Financial Statements.
32. Internal Control Systems:
The Companys internal control systems are adequate and commensurate with the nature
and size of the Company and it ensures:
• Timely and accurate financial reporting in accordance with applicable accounting
standards.
• Optimum utilization, efficient monitoring, timely maintenance and safety of its
assets.
• Compliance with applicable laws, regulations and management policies.
33. Internal Financial Control for financial statements:
Your Company has an effective internal financial control and risk-mitigation system,
which are constantly assessed and strengthened with new/revised standard operating
procedure. The Companys internal financial control system is commensurate with its size,
scale and complexities of its operations.
34. Human Resources:
The Company treats its "Human Resources" as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an
ongoing basis. The Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
35. Ratio of the remuneration of each director to the median employees remuneration
and particulars of employees:
Pursuant to provision of section 197 of Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details
of employees given in the ‘Annexure-IV.
During the year, none of the Directors, KMP and Employees received remuneration in
excess, in accordance with the provisions of Section 197 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Therefore, there is no information to disclose in terms of the provisions of the Companies
Act, 2013.
36. Related Party Transactions:
All related party transactions that were entered during the financial year, were on the
arms length basis and were in the ordinary course of business and do not attract the
provisions of section 188 of the Companies Act, 2013. Thus, disclosure in form AOC-2 is
not required. All Related Party
Transactions were placed before the Audit Committee for approval. A policy on the
related party Transitions was framed & approved by the Board and posted on the
Companys website at www.jakhariafabric.com
However, you may refer to Related Party transactions, as per the Accounting Standards,
in the Notes forming part of financial statements.
37. Investors Education and Protection Fund:
During the financial year 2022-2023 under review, there were no amount/s which is
required to be transferred to the Investor Education and Protection Fund by the Company.
As such, no specific details are required to be given or provided.
38. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013:
To prevent sexual harassment of women at work place, The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th
December 2013. The Company has zero tolerance for sexual harassment at workplace in line
with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules there under for prevention and redressal of complaints
of sexual harassment at workplace. During the year under review, no complaints were
received by the Company relating to sexual harassment at workplace. The Management of the
Company endeavors to provide safe environment for the female employees of the Company.
39. Registrar and Share Transfer Agent:
The Company has appointed Bigshare Services Private Limited as its Registrar and Share
Transfer Agent. The Corporate Office of Bigshare Services Pvt. Ltd. situated at "1st
Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East,
Mumbai-400059, Maharashtra.
40. Dematerialization of securities:
The Companys Equity Shares are admitted in the system of Dematerialization by both the
Depositories namely NSDL and CDSL. As on 31st March 2023, 38,30,500 equity
shares dematerialised through depositories viz. National Securities Depository Limited and
Central Depository Services (India) Limited, which represents whole 94.26 % of the
total issued, subscribed and paid-up capital of the Company as on that date. 2,33,330
equity shares are in physical form. The ISIN allotted to your Company is INE00N401018.
41. Compliances of Secretarial Standards:
The Board of Directors confirms that the Company, has duly complied and is in
compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1
(SS-1) on Meetings of the Board of Directors and Secretarial Standard -2 (SS- 21)
on General Meetings, during the financial year 2022-2023.
42. Green Initiative:
Companies Act permits paperless compliance and as a measure of green initiative, we
appeal to all those members who have not registered their e- mail addresses so far are
requested to register their
email address in respect of electronic holding with their concerned Depository
Participants and/or with the Company.
43. Acknowledgement:
The Board of Directors wish to express their grateful appreciation for assistance and
co- operation received from various Departments of Central & State Governments and
Banks during the year under review. Your directors also wish to place on record their
appreciation for the committed services of all the associates and vendors of the Company.
| By order of the Board of Directors |
| For Jakharia Fabric Limited |
| Sd/- |
| Jignesh Shah |
| Chairman & Executive Director |
| DIN: 00256315 |
| Place: Bhiwandi |
| Date: 07.09.2023 |
+91-9892691696
