THE MEMBERS,
JAMSHRI REALTY LIMITED (FORMERLY KNOWN AS THE JAMSHRI RANJITSINGHJI
SPG. & WVG. MILLS CO. LTD)
We present our Annual Report of the Company with the audited statement
of accounts for the year ended 31st March, 2023.
1. FINANCIAL RESULTS
PARTICULARS |
2022-23 |
2021-22 |
|
(Rs.) |
(Rs.) |
Revenue from Operations |
3,89,20,562 |
3,00,76,224 |
EBITDA |
(4,72,913) |
(29,91,578) |
Finance Cost |
3,39,91,222 |
2,93,15,217 |
Depreciation |
61,96,956 |
1,29,01,037 |
Exceptional items (net) |
6,39,052 |
(96,42,897) |
Profit/Loss before Tax |
(4,00,22,040) |
(5,48,50,729) |
Less: Provision for Tax |
- |
- |
Profit/(Loss) after Tax |
(4,00,22,040) |
(5,48,50,729) |
Profit/(loss) from
Discontinuing Operations |
(26,14,548) |
(37,27,499) |
Profit/ (loss) for the period |
(4,26,36,588) |
(5,85,78,228) |
Other Comprehensive
lncome/(Loss) |
7,29,383 |
6,50,474 |
Total Comprehensive income |
(4,19,07,205) |
(5,79,27,754) |
Balance brought forward |
(7,20,56,779) |
(1,41,29,026) |
Profit/(Loss) dealt with as
under |
(11,39,63,984) |
(7,20,56,779) |
Add: Prior Period Adjustment |
4,16,624 |
- |
Surplus/(Deficit) carried to
Balance Sheet |
(11,35,47,360) |
(7,20,56,779) |
2. OVERVIEW OF COMPANYS PERFORMANCE AND STATE OF AFFAIRS:
The revenue from operations during the financial year 2022-2023 stood
at Rs. 389.20 lakhs. The Company incurred a loss of Rs. 419.07 lakhs in FY 2022-2023 as
against a loss of Rs. 579.27 lakhs in the previous year.
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of financial year 2022-2023
and the date of this report.
The company has entered into agreement with Tata Trent for their brand
(Westside) retail shop for a 25-year period covering an area of approx. 25,500 sqft in the
FY ending 2022-23. The store started its operations in June 2023. The company sees more
improvement in the coming financial year.
3. DIVIDEND
In view of the loss for FY 2022-23, the Directors have not recommended
any dividend for the financial year ended 31st March, 2023.
4. RESERVES
During FY 2022-23, no amount has been transferred to any reserves.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
No amount was required to be transferred to the Investor Education and
Protection Fund.
TRANSFER OF FRACTIONAL SHAREHOLDERS FUND TO INVESTOR EDUCATION AND
PROTECTION FUND No amount was required to be transferred to the Investor Education and
Protection Fund
6. DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013 your
Directors state that:
a) in the preparation of attached Annual Accounts for the Financial
Year ended 31st March, 2023 the applicable Accounting Standards have been followed along
with proper explanation relating to material departures, wherever, applicable;
b) The Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2023 and
of the loss of the Company for the year ended on that date;
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 which are
adequate and are operating effectively.
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and operating
effectively
7. DISCLOSURE REQUIREMENTS
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the Company to report genuine
concerns. The provisions of this policy are in line with the provisions of the Section
177(9) of the Act.
The Management Discussion and Analysis forms an integral part of this
report and gives details of the overall industry structure, economic developments,
performance and state of affairs of your Companys businesses, internal controls and their
adequacy, risk management systems and other material developments during the financial
year 2022-23. The same is annexed herewith as Annexure I.
8. DIRECTORS
The Board of Directors of the Company has been validly constituted as
per Section 149 of the Companies Act, 2013 and corresponding Rules there under.
Changes in Directors during FY 2022-23
1. Shri Rajesh Damani (DIN: 00184576) was appointed as Chairman of the
Company w.e.f. 11th May, 2022.
2. Shri Rajesh Damani (DIN: 00184576) was appointed as Joint Managing
Director for a period of 1 year w.e.f. 1st October, 2022.
3. Shri Ebrahim Abdulkayum Faizullabhoy (DIN: 00531466) ceased to be
Independent Director of the Company w.e.f. 9th August, 2022.
4. Shri Jagdish Muljibhai Adhia (DIN: 00318345) was appointed as
Wholetime Director for a period of 3 years w.e.f. 1st October, 2022. However,
he resigned as Wholetime Director w.e.f. 30th April, 2023.
5. Mr. Jagdish Muljibhai Adhia (DIN: 00318345) and Mr. Anand Ashvin
Dalai (DIN:00353555), retired at the Annual General Meeting held on 19th
September, 2022 and, being eligible were re-appointed.
Appointment/Re-appointment
Shri Rajesh Damanis tenure as Joint Managing Director of the Company
ends on 30/09/2023. It is proposed to reappoint him as Joint Managing Director for a
tenure of 1 year w.e.f. 01/10/2023 on the same terms and conditions as existing in his
current tenure. The details of the same are mentioned in the Explanatory Statement annexed
to the Notice of the Annual General Meeting. Appropriate resolutions for his
re-appointment are being placed for your approval at the ensuing AGM. Your Directors
recommend his re-appointment.
Smt. Rekha Thirani (DIN: 00054058) and Dr. Pradeep kumar Singhal (DIN:
08378784). Directors of the Company, are liable to retire by rotation at the ensuing
Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act,
2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and
the Articles of Association of your Company and being eligible have offered themselves for
reappointment. Appropriate resolutions for their re-appointment are being placed for your
approval at the ensuing AGM. Your Directors recommend their re-appointment.
9. NUMBER OF MEETINGS OF THE BOARD
During the financial year ended 31st March, 2023, Four (4) meetings of
the Board of Directors were held. The dates of the Board meetings are as under: i.e.
11/05/2022, 26/07/2022, 11/11/2022 and 14/02/2023.
Aseparate meeting of Independent Directors, pursuant to Section 149 (7)
read with Schedule IV of the Companies Act, 2013 has been held on 14/02/2023, as per the
requirements of the Companies Act, 2013.
10. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under the
provisions of Companies Act, 2013 read with the Schedules and rules issued thereunder as
well as listing Regulations.
Further, the Company has also received declarations from them under
Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014 (the
Rules) stating that they have registered themselves/ renewed their registrations with the
Independent Directors Databank maintained by the Indian Institute of Corporate Affairs
and that they are in compliance with Rule 6(1) and Rule 6(2) of the Rules.
11. BOARD EVALUATION
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors which include
criteria for performance evaluation of the non-executive directors and executive
directors. Pursuant to the provisions of the Schedule IV, clause VIII of the Companies
Act, 2013, the Board has carried out an evaluation of its own performance as well as
performance of Individual Directors, Committees and Board as a whole.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board process, information and functioning etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committee, effectiveness of committee meetings, etc.
The Board and Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual directors to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of
his role.
In a separate meeting of Independent Directors, performance of Non
Independent directors, performance of the Board as a whole and performance of the Chairman
was evaluated, taking into account the views of executive directors and Non executive
directors.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors of the Company has laid down adequate internal
financial controls which are operating effectively. The policies and procedures adopted by
the Company ensures orderly and efficient conduct of its business, including adherence to
the Companys policies, safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and the timely
preparations of reliable financial information.
13. A. AUDIT COMMITTEE
The Audit Committee comprises of Independent Directors namely Shri S.K.
Somany (Chairman), Shri Kiranbhai J Shah and Shri B.K. Mohta. During the year, all the
recommendations made by the Audit Committee were accepted by the Board.
During the financial year ended 31st March, 2023, Four (4) meetings of
the Audit Committee of the Board were held on 11/05/2022, 26/07/2022, 11/11/2022 and
14/02/2023.
B. NOMINATION AND REMUNERATION COMMITTEE
During the year the following changes took place in the composition of
Nomination & Remuneration Committee:
1. Shri E A K Faizullabhoy ceased to be member of the Nomination &
Remuneration Committee w.e.f. 9th August, 2022.
2. Smt Rekha Thirani was appointed as member of Nomination and
Remuneration Committee w.e.f 11th November, 2022.
The Nomination and Remuneration Committee comprises of Shri B.K. Mohta
(Chairman) ,Shri S.K. Somany and Smt. Rekha Thirani.
The Nomination and Remuneration Committee reviews and approves the
annual salaries, performance commission, service agreements and other employment
conditions for Managing/Executive directors. The Nomination and Remuneration Policy is
placed on Companys website at www.iamshri.in
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
i. Name of non-executive director heading the committee :Shri Kiranbhai
J. Shah
ii. Name & designation of Compliance officer: Mr. Devesh Bhati,
Company Secretary
iii. Number of shareholders complaints received so far: Nil
iii. Number of complaint/s resolved to the satisfaction of the
shareholders : Nil
iv. Number of pending complaints : Nil
The Stakeholders Relationship Committee specifically looks into the
redressal of shareholder and investor complaints like transfer of shares, non-receipt of
dividends, non-receipt of Annual Report
14. AUDITORS
a) Statutory Auditors
At the 114th Annual General Meeting of your Company, M/s. Mittal &
Associates, Chartered Accountants (Registration No. 106456W) were appointed as the
Statutory Auditors of the Company till the conclusion of 119th AGM of the Company.
Your Company has received written consent and a certificate that M/s
Mittal & Associates satisfy the criteria provided under Section 141 of the Companies
Act, 2013 and that the appointment, if made, shall be in accordance with the applicable
provisions of the Companies Act, 2013 and rules issued thereunder.
There are neither qualifications, reservations nor adverse remarks made
by the auditors in their report, nor has the Company received any report for frauds
noticed or acknowledged by the Auditors during Financial Year 2022-23.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013,
and The Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Aditya Soni, Practicing Company Secretary as the Secretarial
Auditor of the Company for the year 2022-23. There are neither qualifications,
reservations nor adverse remarks made by the auditors in their report refer to Annexure
II.
c) Cost Auditor
Your Company is not required to maintain cost records as per the
Companies (Cost Records and Audit) Amendment Rules, 2014. Hence maintenance of cost
records and cost audit is not applicable to the Company.
15. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORTS
The auditors report and secretarial auditors reports do not contain
any qualifications, reservations or adverse remarks. Report of the secretarial auditor is
given as an Annexure II which forms part of this report.
16. RISK MANAGEMENT
The Company operates in a volatile, uncertain, complex and ambiguous
world with rapid changes. These changes bring a mix of opportunities and uncertainties
impacting the Companys objectives.
The management of the Company identifies and reviews the major risks
facing the Company on a continuous basis and action plans are framed accordingly to
mitigate the risks. The audit committee evaluates the risk management systems. There are
no risks which in the opinion of the Board threaten the existence of the Company.
17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
18. TRANSACTIONS WITH RELATED PARTIES
During the financial year 2022-2023, the Company has entered into
transactions with related parties as defined under Section 2(76) of the Companies Act,
2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which
are in the ordinary course of business and on arms length basis and in accordance with
the provisions of the Companies Act, 2013 read with Rules made thereunder. The details of
the related party transactions are set out in Note 44 to the financial statements of the
Company. Form AOC- 2 pursuant to clause (h) of sub-section 3 of Section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure III"
to the Boards Report.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria fixed for the Corporate
Social Responsibility (CSR) under Section 135 of the Companies Act and as such there is no
report on Corporate Social Responsibility during the year.
20. ANNUAL RETURN
Pursuantto Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available
on Companys website at www.jamshri.in.
21. SUBSIDIARY/ASSOCIATE COMPANY
The Company does not have any subsidiary, joint venture or associate
company at the beginning of the year, during the year or at the closing of the year.
22. PARTICULARS OF EMPLOYEES
Information required under Section 197 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-
a. Ratio of remuneration of each Director to the median remuneration of
all the employees of your company for the financial year 2022-23 is as follows:
Name of Director(s) |
Total Remuneration |
Ratio of remuneration of
director to the Median remuneration |
P.R Damani |
11,40,000 |
2.81 |
Rajesh Damani |
7,02,000 |
1.73 |
S.K Somany |
13,000 |
0.03 |
B.K Mohta |
18,000 |
0.04 |
Kiranbhai Shah |
11,000 |
0.03 |
E.A.K Faizullabhoy |
2,000 |
0.00 |
RekhaThirani |
9,000 |
0.02 |
Anand Dalai |
6,000 |
0.01 |
Jagdish Adhia |
12,33,000 |
3.04 |
Umesh Marathe |
4,000 |
0.01 |
Pradeepkumar Singhal |
8,000 |
0.02 |
Notes:
1. The remuneration of Non-Executive Directors includes sitting fees
paid to them for the financial year 2022-23.
2. Median remuneration of the Company for all its employees is
Rs.4,05,000/- for the financial year 2022-23
b. Percentage increase in remuneration of each Director, CFO and CS
Name (s) |
Designation |
Remuneration (in
Rs.) |
Increase (in %) |
| 2022-23 |
2021-22 |
P.R Damani |
Managing Director |
11,40,000 |
11,40,000 |
NIL |
Rajesh Damani |
Joint Managing Director and
CFO |
7,02,000 |
7,02,000 |
NIL |
S.K Somany |
Independent Director |
13,000 |
12,000 |
8.33% |
B.K Mohta |
Independent Director |
18,000 |
16,000 |
12.50% |
Kiranbhai Shah |
Independent Director |
11,000 |
16,000 |
-31.25% |
E.A.K Faizullabhoy |
Independent Director |
2,000 |
6,000 |
-66.67% |
Rekha Thirani |
Non Executive Director |
9,000 |
6,000 |
50.00% |
Anand Dalai |
Non-Executive Director |
6,000 |
8,000 |
-25.00% |
Jagdish Adhia |
Whole Time Director |
12,33,000 |
12,33,000 |
NIL |
Umesh Marathe |
Non Executive Director |
4,000 |
2,000 |
100.00% |
Pradeepkumar Singhal |
Non-Executive Director |
8,000 |
8,000 |
NIL |
Devesh Bhati |
Company Secretary |
3,60,000 |
3,60,000 |
NIL |
c. Percentage increase in the median remuneration of all employees in
the financial year 2022-23
(in Rs.)
|
2022-23 |
2021-22 |
% Increase / (Decrease) |
Median Remuneration of all
Employees per annum |
4,05,000 |
3,60,000 |
12.5% |
d. The number of permanent employees on the rolls of Company: 18
(Eighteen)
e. Percentage increase or decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company came out with the
last public offer:
The Company is listed in the BSE before Independence. In 1993, the
Company came out with its previous Public Offer. Due to the substantial time gap, it is
not justifiable to compare it with todays price.
f. Average percentile increase already 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: There is no increase in managerial remuneration during FY 22-23.
g. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms that the remuneration is as per the remuneration
policy of the Company and there is no employee stock option scheme.
h. There is no employee in receipt of remuneration exceeding Rs.8.5
lakhs per month or part thereof or Rs.1.02 cr. per annum or part thereof.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is available on the website of the Company at "
www.iamshri.in
23. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has zero tolerance for sexual harassment at workplace and
has adopted a policy against sexual harassment in line with the provisions of Sexual
harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the
rules framed there under. The Company has set up a committee for addressing the issues
related to women. During the financial year 2022-23, there were no complaints received on
sexual harassment.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a whistle blower mechanism wherein the employees are
free to report violation of laws, rules, regulation or unethical conduct. The
confidentiality of those reporting violations shall be maintained and they shall not be
subjected to any discriminatory practices.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING
AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act
are provided in Annexure IV to this Report.
26. SHARE CAPITAL
Issued, Subscribed and Paid Up Share Capital:
The Issued and Subscribed Share Capital of the Company as on 31st March
2023 was Rs. 6,98,65,000/- (Rupees Six Crore Ninety Eight Lakhs Sixty Five Thousand Only)
divided into 69,865 (Sixty Nine Thousand Eight Hundred Sixty Five) Equity Shares of
Rs.1000/- each.
The Paid Up Share Capital of the Company as on 31st March, 2023 was
6,98,65,000/- (Rupees Six Crore Ninety Eight Lakhs Sixty Five Thousand Only). There is no
difference between the Issued & Subscribed Share Capital and the Paid up Share
Capital.
During the year under review, the Company has not issued shares with
differential voting rights nor granted stock options or sweat equity.
No shares have been transferred to Demat Suspense Account during FY
2022-23.
27. DEPOSITS
During the year under review, your Company has not accepted any deposit
within the meaning of Section 73 and 74 of the Companies Act, 2013, read together with the
Companies (Acceptance of Deposit) Rules, 2014.
28. LOANS FROM DIRECTORS
During the year under consideration, the Company has taken a loan of
Rs. 4,11,65,168/- from Directors.
29. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year and date of this
Report. There has been no change in the nature of business of the Company.
30. SIGNIFICANT OR MATERIAL ORDERS, IF ANY, PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS
No orders have been passed by the regulators or courts ortribunals
which would have an impact on the going concern status of the Company and its future
operations.
31. INDUSTRIAL RELATIONS
The Company has always considered its employees as its valuable asset
and continues to invest in their excellence and development programs. The industrial
relations of the Company remained cordial and peaceful.
32. STATEMENT PURSUANT TO LISTING AGREEMENT
The Companys Equity shares are listed at BSE Limited. The Annual
listing fee for the year 2022-23 has been paid.
33. CORPORATE GOVERNANCE
The Company does not fall under purview of Regulations of Corporate
Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015.
34. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE
OF COMPANY SECRETARIES OF INDIA
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meetings.
35. APPLICATION OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
alongwith their status as at the end of the financial year is not applicable.
36. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The requirement to disclose the details of difference between the
amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable.
37. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of contribution made
by the employees at all levels for the operations of the Company during the year under
review.
for and on behalf of the Board
Place: MUMBAI Date: 4th August,2023
CHAIRMAN
+91-9892691696
