jamshri ranjitsinghji spg wvg mills co ltd Management discussions

INDUSTRY STRUCTURE AND DEVELOPMENTS

Indias Gross Domestic Product (GDP) in FY 2022-23 is estimated at 7.0%, in comparison to 9.1% in FY 2021-22 as per the press note of the National Statistical Office of the Government of India.

Total consumption grew by 7.00% in FY 2022-23 mainly due to private consumption. By sectors, agriculture grew by 3.5% during FY 2022-23 after a growth of 3.0% in FY 2021-22. Trade, hotels, transport, communication and broadcasting related services constituting about a third of overall services, grew by 13.7%.

The consensus of GDP growth for FY 2022-23 was in the range of 6.5% to 7.0%. (Source: India Economic Survey 202223 - January 2023 and National Statistical Office estimates)

Indias economic recovery from the pandemic exhibited recovery, where certain sectors like information technology, e-Commerce and financial services registered healthy recoveries while other sectors such as retail trade and consumer discretionary were highly impacted.

The outlook for FY 2023-24 is optimistic.

REAL ESTATE SECTOR

The Indian real estate market, has proven to be inflation-proof, in FY 2022-23

Your company, who had signed the Agreement with Tata Trent for their Brand Westside at Solapur has started its operations from June 2023 onwards. This has resulted in a positive change towards the space. The company has received some more enquiries and are in the terms of negotiating with few other brands.

The company has successfully changed its use of land and building from industrial to commercial thereby making ease of business for the commercial outlets becoming easier and faster.

These brands opening stores has resulted in an increase in daily footfall which has benefited the hospitality business mainly the restaurant and banquet.

OUTLOOK, OPPORTUNITIES AND THREATS

The companys registered office, real estate development, Hospitality business are located at Solapur.

The clients signed in the previous year have now started doing business and have shown a positive outlook towards the premises. This has also opened doors for other brands and enquiries for space are being requested.

The company is also trying to talk and bring in more IT/ITes clients to Solapur and as a pilot project have brought in 2 more clients. This success and client testimony gives the company to showcase and bring in more such clients to Solapur at its premises. With now more companies building in policy to have a hybrid work culture will result in office/space demand which your company can offer to its prospective clients, thereby giving them an ease of doing business with all in cost without them worrying over the day-to-day maintenance and tuning of the premises.

This model may increase the competition at Solapur with others copying the office space model, but your company having the knowledge and the first mover advantage believes it is a better location and offering to the clients. The company is offering a holistic approach that is offering retail, lifestyle, office all under one roof.

PERFORMANCE AND FUTURE OUTLOOK

The Company has already begun letting out some of its space for commercial purposes and is in discussions with some prospective clients as well for retail.

The company is now working towards its plan of redeveloping its campus for Hospitality, F & B, Retail and Entertainment under the name of Jamshri Avenue, which offers retail, food, entertainment, office space all in one campus. This kind of model is the only model in Solapur and hence the company believes it will benefit from the same

RISKS AND CONCERNS

The Company has entered into a new sector. Further it will be exposed to the Industry specific risks faced by the Real Estate Sector. In the course of its business the Company will be exposed to stiff competition from other established developers in the market. In addition, it is exposed to certain market related risks such as increase in interest rates, customer risks, changes in the government policies, etc. However, with the competitive advantages, as aforementioned, the Company is well poised to mitigate all such risks.

INTERNAL 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. The Company has a robust system of internal controls in place which is commensurate with the size and nature of business. It plays a critical role in managing operational risks. The scope includes inputs received through internal audits, compliance with accounting standards, risk management and different control systems. The report is also presented to the Audit Committee for feedback and further improvements.

FINANCIAL AND OPERATIONAL PERFORMANCE Please refer to the Director Report.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT.

The Company continues to have cordial and harmonious relations with its employees. The Company credits its growth and success to the dedication, loyalty and hard work of its employees at all levels. It considers its employees as an integral part of its family. The goal is to ensure that all the employees are engaged, motivated and working towards achieving the Companys strategic objectives.

DETAILS OF SIGNIFICANT CHANGES (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefore, including:

PARTICULARS	2022-23	2021-22	Change
Inventory Turnover	0.00	0.00	0.00
DebtorTurnover	15.40	18.52	-0.17
Current Ratio Times	0.08	0.08	-0.09
Interest Coverage Ratio	-0.14	-0.75	-0.81
Debt Equity	-80.72	10.72	-8.53	During the year the company borrowed money for its development activities. The income will get generated from the next financial year
Net Debt Equity	-69.80	9.43	-8.40
EBITDA Margin	0.02	-0.40	-1.06
Net Profit Margin	-1.08	-1.93	-0.44	Due to loss the return on capital is negative.
Return On Average Net Worth	7.55	-1.61	-5.69

The company for its development activities including landscape, road, retail, IT office had to borrow money whose income benefit should arise in the coming years. The company will be increasing its revenue from the current FY and thereby make all efforts to lower the loss.

CAUTIONARY STATEMENT

Certain statements in the "Management Discussion and Analysis" section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

To,

The Members,

Jamshri Realty Limited

(Formerly known as The Jamshri Ranjitsinghji Spinning and Weaving Mills Company Limited)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jamshri Realty Limited (Hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provides me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company, during the audit period covering the financial year ended on March 31, 2023 has prima facie complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent to Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not applicable to the Company during the audit period;

(iv) The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

Though the following laws are prescribed in the format of Secretarial Audit Report by the Government, the same were not applicable to the Company for the financial year ended 31^st March, 2023:-

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(b) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(c) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

(v) For the other applicable laws our audit was limited to

(a) Employees State Insurance Act, 1948

(b) The Employees Provident Fund & Miscellaneous Provisions Act, 1952

(c) The Payment of Gratuity Act, 1972

(d) The Contract Labour (Regulations & Abolition) Act, 1970

(e) Maharashtra Shops and Establishments (Regulation of Employment and Condition of Service) Act, 2017

(vi) I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards 1 & 2 issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Stock Exchanges read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has prima facie complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that I rely on statutory auditors reports in relation to the financial statements and accuracy of financial figures for, Sales Tax, Wealth Tax, GST, Related Party Transactions, Provident Fund, ESIC, etc. as disclosed under financial statements, Accounting Standard 18 during our audit period.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Following are changes in the composition of the Board of Directors during the period under review.

1. Shri Rajesh Damani (DIN: 00184576) was appointed as Chairman of the Company w.e.f. 11^th May, 2022.

2. Shri Rajesh Damani (DIN: 00184576) was appointed as Joint Managing Director for a period of 1 year w.e.f. 1^st October, 2022.

3. Shri Ebrahim Abdulkayum Faizullabhoy ceased to be Independent Director of the Company w.e.f. 9^th August, 2022.

4. Shri Jagdish Muljibhai Adhia (DIN: 00318345) was appointed as Wholetime Director for a period of 3 years w.e.f. 1^st October, 2022. Flowever, he resigned as Wholetime Director w.e.f. 30^th April, 2023.

I further report that as per the information provided, adequate notices were given to all directors to schedule the Board Meetings at least seven days in advance. The agenda and detailed notes on agenda were sent in due course before the Board Meeting and approval for sending the same at shorter notice has been obtained. Further, there exists a system for seeking and obtaining further information and clarifications on the agenda items before the meeting to enable meaningful participation at the meeting.

I further report that as per the information provided, majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

I further report that there are generally adequate systems & processes in the Company commensurate with the size & operations of the Company to monitor & ensure compliance with applicable laws, rules, regulations & guidelines.

I further report that the management is responsible for compliances of all business laws. This responsibility includes maintenance of statutory registers/records required by the concerned authorities and internal control of the concerned department.

I further report that:

a) during the audit period the Company has no specific events like Public/Right/PreferentiaI issue of shares/debentures/sweat equity, etc.

b) M/s Mittal & Associates, Chartered Accountants (Registration No. 106456W) be and are hereby appointed as Statutory Auditors of the Company in the Annual General meeting of the Company held on 19^th September, 2022 for a term of 5 years.

c) It was resolved in the Board Meeting held on 11^th November, 2022 that the Books of Accounts of the Company, whether it be physical or electronic, be kept and maintained at 601-B, 6^th Floor, Motimahal, 195, J.T. Road, Backbay Reclamation, Churchgate, Mumbai - 400 020 w.e.f. 11^th November, 2022.

d) In respect of Regulation 33 of SEBI (LODR) Regulations, 2015, the Company had filed the financial results with BSE through XBRL mode within the prescribed time. However, while making submission of financial results as a scanned PDF document (which was also done within the prescribed time), the Cash Flow Page and main Balance Sheet Page were missed out to submit due to human error. The same were submitted when intimation/clarification was received from BSE but after expiry of the prescribed period.

I further report that:

1. Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial Records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. Where ever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the Management has conducted the affairs of the company.

1. Details of contracts or arrangements or transactions not at arms length basis

(a) Name(s) of the related party and nature of relationship	NIL
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date(s) of approval by the Board
(g) Amount paid as advances, if any:
(h) Date on which the special resolution was passed
(i) Amount paid as advances, if any:
(j) Date on which (a) the special resolution was passed in general meeting as required under first proviso to section 188

1. Details of material contracts or arrangement or transactions at arms length basis

(a) Name(s) of the related party and nature of relationship	Mrs. Rekha Thirani (Director)	Mrs. Bimla Devi Damani (Promoter )	M/s Bimla Holdings Company Private Limited (Common Director)	M/s Bimla Holdings Company Private Limited (Common Director)	M/s Vithoba Textiles Private Limited (Common Director)	M/s Vithoba Textiles Private Limited (Common Director)	M/s Suchetan Commerci al & Marketing Pvt Ltd (Common Director)
(b) Nature of contracts/arra ngements/tra reactions	1. Rent Agreement (Total rent paid Rs. 5,22,581/- in the year) 2. Sale of Asset(Total Sale is Rs. 5,49,153/- in the year)	1. Rent Agreemen t (Total Rent paid 6,00,000/- for the period June 22 to March 2023) 2. Deposit Paid for Rent Rs. 1,80,000/-	A. Rent Agreement (Payable) 1. Total Rent Paid Rs. 60,00,000/- in the year 2. Deposit for Rent Given Rs 8,40,00,000/- B. Rent Agreement (Receivable) (Total Rent received Rs. 75,000/- for the period of June 22 and March 23)	35% Revenue Share (Total paid during the year Rs. 28,05,569 /-)	1. Deposit Given (MOU) (Amount net off Rs. 3,51,81,037 /-) 2. 20% Revenue Share (Total paid during the year Rs. 5,20,811/-)	Rent Agreemen t (Receivabl e) (Total Rent received Rs. 75,000/- for the period of June 22 and March 23)	Rent Agreemen t (Receivabl e) (Total Rent received Rs. 75,000/- for the period of June 22 and March 23)
(c) Duration of the contracts/ arrangements / transactions	For the period April 22 to May 22	June 22 to Mar 23	FY 2022-2023	Full year 2022-2023	Full year 2022-2023	June 22 to Mar 23	June 22 to Mar 23
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:	Nil	Nil	Interest on Deposit at 6% pa Rs. 50,40,000/- during the year	Nil	Nil	Nil	Nil
(e) Date(s) of approval by the Board, if any:	NA	NA	NA	13-05 2019	13-05-2019	NA	NA
(f) Amount paid as advances, if any:	Nil	Nil	Nil	NA	NA	NA	NA

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies { Accounts ) Rules, 2014:

A .CONSERVATION OF ENERGY

The Company operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy. As an ongoing process, the following measures are undertaken:

1. ENERGY CONSERVATION MEASURE TAKEN.

1. The Industrial meter is connected to MIBS, Swadisht, Shubham Residences having 181 KVA connection.
2. The commercial Meter having 675 KVA is connected to Tata Zudio (Fiora), Tata Trent, Shubham Hospitality with TOD meter. Further, solar supply is given to TATA and other tenants including self consumption through the NETT metering system.

1. ADDITIONAL INVESTMENT AND PROPOSAL IF ANY BEING IMPLEMENTED FOR REDUCTION CONSUMPTION OF ENERGY.

i) Nil

2. IMPACT OF MEASURES (a) AND (b) ABOVE FOR REDUCTION OF ENERGY CONSUMPTION ON THE COST OF PRODUCTION OF GOODS.

i) Solar RoofTop is replacing conventional energy with renewable energy at 50% of the cost and saving national

Resources. The utilization of this energy for TATA Booker and TATA Trent has substantial savings.

3. TOTAL ENERGY CONSUMPTION /ENERGY CONSUMPTION PER UNIT OF THE PRODUCTION: FROM-"A"

ENCLOSED.

2. TECHNOLOGY ABSORPTION.

EFFORTS MADE IN TECHNOLOGY ABSORPTION: FROM-"B" ENCLOSED.

3. FOREIGN EXCHANGE EARNING AND OUTGO.

(RS.IN LAKHS)

i) Foreign currency earned	NIL
ii) Foreign currency used.	NIL

 

A. POWER AND FUEL CONSUMPTION	CURRENTYEAR	PREVIOUS YEAR
1. Electricity
a) Purchased
Unit (Kwh) in lakhs	0.87	0.83
Total Amount (Rs. In Lakhs)	61.88	33.03
Rates/ Unit (Rs.)	47.45	44.05
b) Own generation through Solar Roof Top
Unit (Kwh) in lakhs	12.08	11.75
Total Amount (Rs. In Lakhs)	59.01	55.01
Cost/ Unit (Rs.)	4.89	4.68
2 Coal
Quantity in M. Tons.	0.00	0.00
Total Cost (Rs.ln Lakhs)	0.00	0.00
Average Rate (Rs/M. Tons)	0.00	0.00
3 Other fuels Diesel
Units Generated	2583	4638
Quantity in M. Tons	1.14	2.03
Total Cost (Rs.ln Lakhs)	1.11	1.99
Average Rate (Rs/M. Tons)	97000.00	99000.00
Rates/ Unit (Rs.)	43.00	43.00
B. CONSUMPTION PER UNIT OF PRODUCTION
1 Electricity ( Units )
Per Kg of Yarn.	NA	NA
Per Linear Meter of Fabric	0.00	0.00
2 Fuels (Rs.)
Per Kg of Yarn.	0.00	0.00
Per Linear Meter of Fabric	0.00	0.00

DISCLOSURE OF PARTICULARS WITH RESPECT OF TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT (R&D) 1. SPECIFIC AREAS IN WHICH R&D CARRIED OUT BY THE COMPANY.

There was no technology absorption during the financial year. The Company has not incurred any expenditure on research and development.

2. BENEFIT DERIVED AS A RESULT OF THE ABOVE R&D PRODUCT DEVELOPMENT / IMPROVEMENT. Same As

Above

3. IMPORT SUBSTITUTION: Nil

4. FURTHER PLAN OF ACTION.

5. EXPENDITURE ON R&D	(Rs. In LACS)
A) CAPITAL	Nil
B) RECURRING		Nil
C) TOTAL		Nil
D) TOTAL R&D EXPENDITURE AS PERCENTAGE OF TOTAL TURNOVER	Nil
6. TECHNOLOGY ABSORPTION, ADOPTION INNOVATION

EFFORTS IN BRIEF MADE TOWARDS TECHNOLOGY ABSORPTION, ADOPTION, INNOVATION AND BENEFITS AS RESULT THEREOF: NA