Jamshri Realty Ltd Directors Report

JAMSHRI REALTY LIMITED (FORMERLY KNOWN AS THE JAMSHRI RANJITSINGHJI SPG. & WVG. MILLS CO. LTD)

We present our 116th Annual Report of the Company with the audited statement of accounts for the year ended 31st March, 2024.

1. FINANCIAL RESULTS

PARTICULARS	2023-24 (Rs.)	2022-23 (Rs.)
Revenue from Operations	5,39,01,932	3,89,20,562
EBITDA	58,67,974	(4,72,913)
Finance Cost	2,80,80,165	3,39,91,222
Depreciation	96,44,907	61,96,956
Exceptional items (net)	-	6,39,052
Profit /Loss before Tax	(3,18,57,099)	(4,00,22,040)
Less: Provision for Tax	-	-
Profit/(Loss) after Tax	(3,18,57,099)	(4,00,22,040)
Profit/(loss) from Discontinuing Operations	(21,57,204)	(26,14,548)
Profit/ (loss) for the period	(3,40,14,303)	(4,26,36,588)
Other Comprehensive Income/(Loss)	(10,48,780)	7,29,383
Total Comprehensive income	(3,50,63,083)	(4,19,07,205)
Balance brought forward	(11,35,47,360)	(7,20,56,779)
Profit/(Loss) dealt with as under	(14,86,10,442)	(11,39,63,984)
Add: Prior Period Adjustment	(12,916)	4,16,624
Surplus/(Deficit) carried to Balance Sheet	(14,85,97,526)	(11,35,47,360)

2. OVERVIEW OF COMPANYS PERFORMANCE AND STATE OF AFFAIRS:

The revenue from operations during the financial year 2023-2024 stood at 539.01 lakhs (PY 2022-2023 stood at Rs. 389.20 lakhs). The Company incurred a loss of Rs. 350.63 lakhs in FY 2023-2024 as against a loss of Rs. 419.07 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 2023-2024 and the date of this report.

The annexed Management Discussion and Analysis Report forms part of this report and covers, amongst other matters, the performance of the Company during the Financial Year 2023-24 as well as the future outlook.

The company has entered into agreement with Dua Lima Retail (brand Mr. DIY) retail shop for a 15-year period covering an area of approx. 5,100 sq ft in the FY ending 2023-24. The store started its operations in December 2023. The company sees more improvement in the coming financial year.

3. DIVIDEND

In view of the loss for FY 2023-24, the Directors have not recommended any dividend for the financial year ended 31st March, 2024.

4. RESERVES

During FY 2023-24, 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, 2024 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 31,2024 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 2023-24. 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 thereunder.

Changes in Directors during FY 2023-24

1. Shri Rajesh Damani (DIN: 00184576) was appointed as Joint Managing Director for a period of 1 year w.e.f. 1st October, 2023.

2. Shri Jagdish Muljibhai Adhia (DIN: 00318345) resigned as Whole Time Director w.e.f. 30th April, 2023.

3. Dr. PradeepKumar Singhal (DIN: 08378784), retired by rotation at the Annual General Meeting (AGM) of the Company held on 13th September, 2023 and he was re-appointed as Director in the said AGM.

4. Smt. Rekha Thirani (DIN: 00054058), retired by rotation at the Annual General Meeting (AGM) of the Company held on 13th September, 2023 and she was re-appointed as Director in the said AGM.

Appointment/Re-appointment

Shri Rajesh Damanis tenure as Joint Managing Director of the Company ends on 30/09/2024. It is proposed to re-appoint him as Joint Managing Director for a tenure of 1 year w.e.f. 01/10/2024 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.

Shri Premratan Damanis tenure as Managing Director of the Company ends on 30/09/2024. It is proposed to re-appoint him as Managing Director for a tenure of 3 years w.e.f. 01/10/2024 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.

It is proposed to appoint Shri Anand Dalal (DIN- 00353555) as Independent Director of the Company for a term of 5 years w.e.f. 116th Annual General Meeting of the Company.

Shri Premratan Damani (DIN: 00030400) and Shri Anand Dalal (DIN- 00353555), 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 reappointment 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, 2024, Four (4) meetings of the Board of Directors were held. The dates of the Board meetings are as under: i.e. 8/05/2023, 4/08/2023, 6/11/2023 and 7/02/2024.

A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule IV of the Companies Act, 2013 has been held on 7/02/2024, 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, 2024, Four (4) meetings of the Audit Committee of the Board were held on 8/05/2023, 4/08/2023, 6/11/2023 and 7/02/2024.

B. NOMINATION AND REMUNERATION COMMITTEE

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.jamshri.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 Reports, etc.

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 2023-24.

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 M/s. Pimple & Associates (Ms. Rohini Janardan Pimple - Membership No. A51452, COP No. 21773), Practicing Company Secretary as the Secretarial Auditor of the Company for the year 2023-24. 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 (Annexure V) and secretarial auditors reports (Annexure II) do not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as Annexures 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 2023-2024, 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

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 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 2023-24 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	17,000	0.04
Kiranbhai Shah	16,000	0.03
E.A.K Faizullabhoy	0	0.00
RekhaThirani	10,000	0.02
Anand Dalal	8,000	0.01
Jagdish Adhia*	1,01,500	0.22
Umesh Marathe	2,000	0.00
Pradeepkumar Singhal	8,000	0.02

Notes:

1. The remuneration of Non-Executive Directors includes sitting fees paid to them for the financial year 2023-24.

2. Median remuneration of the Company for all its employees is Rs. 4,68,750/- for the financial year 2023-24.

3. Mr. Jagdish Adhia, Wholetime Director of the company, resigned on 30.04.2023

b. Percentage increase in remuneration of each Director, CFO and CS

Name(s)	Designation	Remuneration (in Rs.)		Increase
		2023-24	2022-23	(in %)
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	13,000	NIL
B.K Mohta	Independent Director	17,000	18,000	-05.56%
Kiranbhai Shah	Independent Director	16,000	11,000	-45.45%
E.A.K Faizullabhoy	Independent Director	0	2,000	NA
Rekha Thirani	Non Executive Director	10,000	9,000	11.11%
Anand Dalal	Non-Executive Director	8,000	6,000	33.33%
Jagdish Adhia*	Whole Time Director	1,01,500	12,33,000	NA
Umesh Marathe	Non Executive Director	2,000	4,000	-50.00%
Pradeepkumar Singhal	Non-Executive Director	8,000	8,000	NIL
Devesh Bhati	Company Secretary	3,60,000	3,60,000	NIL

* Mr. Jagdish Adhia, Wholetime Director of the company, resigned on 30.04.2023 c. Percentage increase in the median remuneration of all employees in the financial year 2023-24

	2023-24	2022-23	% Increase / (Decrease)
Median Remuneration of all Employees per annum	4,68,750	4,05,000	12.5%

d. The number of permanent employees on the rolls of Company: 35 (Thirty Five)

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 on 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 23-24.

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.jamshri.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 thereunder. The Company has set up a committee for addressing the issues related to women. During the financial year 2023-24, 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 2024 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, 2024 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 2023-24.

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. 1,00,04,000/- 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 or tribunals 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 2023-24 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.

Place: MUMBAI

Date: 27th May, 2024