Jattashankar Ind Director Discussions


To,

The Members,

Jattashankar Industries Limited

The Directors of your Company have pleasure in presenting their 35% Annual Report together with Audited accounts of the Company for the year ended March 31, 2023.

Financial Results

The Company?s financial performance for the year under review along with previous year?s figures are given hereunder:

Particulars Year ended 31st March, 2023 (Rs in Lakhs) Year ended 31st March, 2022 (Rs in Lakhs)
Revenue from Operation 1573.78 1946.35
Other Income 5941 59.05
Profit Before Exceptional and Extraordinary 79.48 121.94
Items and Tax
Profit Before Tax 79.48 121.94
Taxes 26.97 31.11
Profit After Tax 52.51 90.83
Brought forward profit /(losses) 669.16 578.33
Carried forward profit 721.67 669.16

Review of Operations

During the year under review, The Companys turnover for the Financial Year 2022-23 is Rs. 1573.78 Lacs as against Rs. 1946.35 Lacs in the previous year. The profit after tax is Rs. 52.51 Lacs as against Rs. 90.83 Lacs in the previous year. Overall performance for the year is down from previous year due to impact of recession in Textile Indutries, Increase in Cost iof Material and Expenses

Outlook

Inflation led by domestic and international factors remains one of the key indicators to track going forward for the Indian Economy as evidenced by the recent rate hike by RBI. Favorable demographics, increasing urbanization and stable geopolitical environment continue to be the key long term growth drivers for India.

Dividend

Your directors regret their inability to recommed dividend in order to conserve resources for future growth of the Company.

Transfer to Reserves and Surplus:

The Company has transferred Rs 52.51 Lakhs to Profit and Loss A/c during the financial year under review.

Share Capital

There was no change in the Company?s share capital during the year under review. The Company?s paid-up equity share capital as on March 31, 2023 remained at Rs. 43.871,000/- comprising of 4,387,100 equity shares of Rs. 10/- each. The Company has not bought back any securities or issued any Sweat Equity shares or bonus shares or provided any stock option scheme to employees during the year under review.

Change in the Nature of Business:

There is no change in nature of business of the Company during the Financial Year under review.

Number of Meetings of the Board

During the year Seven Board Meetings were convened and held. The details are given below. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Date of Board Meeting Total Board Strength of the No. of Present
Directors
1. 27 May, 2022 6 6
2 12 August, 2022 6 6
4. 19 August, 2022 6 6
5. 14 November, 2022 6 6
6 04 February, 2023 6 6
7 13 February, 2023 6 6

Directors

The Board in conjunction with its committees ensures transparency, responsibility and accountability with an aim to create long-term sustainable growth. All Directors are astute professionals coming from varied backgrounds possessing rich experience and expertise. The Board of Directors (the Board) holds a fiduciary position to promote the success of the Company for the benefit of its members. They are entrusted to direct, monitor and guide the Management towards building of such goals and objectives that guarantees effectiveness and enhancement of shareholder value and fulfils their aspirations.

Name of Director Designation Date of Appointment DIN/PAN Jattashankar Poddar Managing Director : 01/10/2014 00335747 Sharad Poddar Director 01/10/2014 00335806

Udit Sanatkumar Master Independent 02/09/2002 02424071 Director Sandeepkumar Modi Independent 31/05/2001 02420276 Director Richa Sushil Choudhary Independent 09/08/2021 07218765 Director Ankur Sharad Poddar Director and CFO 25/03/2017 03102299

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company?s Articles of Association, Ankur Sharad Poddar (DIN: 03102299), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.

Key Managerial Personnel

Mr. Jattashankar Poddar, Managing Director, Mr. Ankur Poddar, Chief Financial Officer and Mrs. Varsha Maheshwari, Company Secretary are the key managerial personnel of the Company. During the year under review, there was no change in Key Managerial Personnel of the Company as prescribed under Section 203 of the Companies Act, 2013.

Declaration by Independent Directors

Your Company appointed Independent Directors who are renowned people having expertise/experience in their respective field/profession. In compliance with Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, all Independent Directors have given a declaration that they meet the criteria of independence as provided under law. None of the Independent Directors are promoters or related to Promoters. The Non-executive Independent Directors have no pecuniary relationship or transactions with the Company in their personal capacity except for sitting fees drawn by them for attending the meeting of the Board and Committee(s) thereof and further do not hold two percent or more of the total voting power of the Company.

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, was duly received by the Company

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an annual performance evaluation, in the specified manner, of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship Committee and Compliance Committees.

Committees of the board Audit Committee

The Audit committee comprises Independent Directors namely Mr. Udit Master, Mr. Sandeep Kumar Modi, and Executive Director Mr. Jattashankar Poddar, Managing Director. During the year ended March 31, 2023, four audit committee meetings were held on 27% May, 2022, 12 August, 2022, 14" November, 2022, and 13% February, 2023.

Nomination & Remuneration Committee & Policy

In compliance with section 178 of the Act and of the Listing Agreement the Board has constituted “Nomination and Remuneration Committee” which comprises Independent Directors Namely Ms Richa Sushil Choudhary, Mr. Udit Master (Chairman), and Mr. Sandeep Kumar modi. During the year under review One Meeting of the Committee has been held on 19" August 2022.

The Board has framed a policy for selection and appointment of Directors, Senior Management, and their remuneration. The Nomination & remuneration Policy is available on the website of the Company under the web link http://www. jsil.in/investor-relations.php.

Stakeholders Relationship Committee

This Committee comprises of Ms. Richa Sushil Chaoudhary (Chairperson), Mr. Udit Master and Mr. Jattashankar Poddar as members. During the year ended 31st March, 2023, Stakeholders Relationship Committee had Four Meetings, which were held on 27th May, 2022, 12th August, 2022, 14th November, 2022 and 13th February, 2023. respectively. During the year, The Company had received complaints and all Complaints had been Resolved.

Independent Directors Meeting

During the year under review, the Independent Directors met on 24% March, 2023 inter-alia, to discuss:

Evaluation of the performance of Non independent Directors & the Board of Directors as whole;

Evaluation of the performance of the Chairman of the Company, taking into account the views of the executive and non-executive directors.

Evaluation of the quality, content and timelines of flow of information between the management and the board that is necessary for the board to effectively & reasonably perform its duties.

Performance Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted ‘Vigil Mechanism Policy? for Directors, Employees, and other Stakeholders of the Company to report concerns about unethical behaviour. The policy provides a mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The Vigil Mechanism policy is available on the website of the Company at www jsil.in.

Annual Return

Pursuant to Section 92(3) read with section 134(3) (a) of the Act, a copy of the Annual Return of the Company for the financial year under review prepared under Section 92(1) of the Act read with Rule 11 of Companies 18

Auditors

M/s. KK. Jhunjhunwala & Co., Chartered Accountants (Firm Registration No. 111852W) were Re-appointed as Statutory Auditors of the Company at the 34" AGM held on 22 September, 2022, to hold office till the conclusion of ensuing 39% AGM. The Auditors have issued an unmodified opinion on the standalone Financial Statements for the financial year ended 31st March, 2023. The said Auditors” Report(s) for the financial year ended 31st March, 2023 on the financial statements of the Company forms part of this Annual Report.

Auditors Report

The Auditors” Report on the financial statements of the Company form a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion in the Auditors” Report, which calls for any further comments or explanations. The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors have not reported any matter to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

Observations in Statutory Audit Report and management reply:

01. In accordance with Section 138(1) of the Companies Act, 2013 and Company (Accounts) Rule 2014, the Company is required to Appoint Internal Auditor, however, Company has not appointed the Internal Auditor for the period under audit. The Company is in the process of identifying and selecting a qualified professional candidate for appointment as the Internal Auditor of the Company in accordance with Section 138 of the Companies Act of 2013 read with Rule 13 of the Companies (Accounts) Rules of 2014.

Internal Auditor: to conduct Internal Audit of the Company. The Company is in the process of identifying and selecting a qualified professional candidate for appointment as the Internal Auditor of the Company to conduct Internal Audit of the Company in accordance with Section 138 of the Companies Act of 2013 read with Rule 13 of the Companies (Accounts) Rules of 2014.

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 re-appointed Kala Agarwal, Practicing Company Secretary, COP no. 5356, to undertake the secretarial audit of the Company, As required under Section 204 (1) of the Companies Act, 2013.

The Secretarial Audit Report for the financial year ended 31st March, 2023 is attached as Annexure 3 of this Board?s Report.

Observations in Secretarial Audit and management reply

1. Appointment of internal auditor pursuant to the provisions of the section 138 of the Companies Act 2013 read with Rules made thereunder; The Company is in the process of identifying and selecting a qualified professional candidate for appointment as the Internal Auditor of the Company in accordance with Section 138 of the Companies Act of 2013 read with Rule 13 of the Companies (Accounts) Rules of 2014.

2. Filing of eForm MGT-14 with Registrar of Companies for approval of Board?s Report and appointment of Secretarial Auditor for Financial Year 2021-22; The Company is in the process of filing e-form MGT-14 with ROC for appointment of Secretarial Auditor and approval of Board Report for FY 2021-2022.

3. There was delay in filing of disclosure of Investor Grievance under Regulation 13(3) SEBI LODR in XBRL format for 30 June, 2022 Quarter and 30% September, 2022 Quarter and there was slight delay in filing intimation of Trading Window Closure for 30 September, 2022 Quarter; There was delay in filing of disclosure of Investor Grievance under Regulation 13(3) SEBI LODR in XBRL format for 30th June, 2022 and 30th September, 2022 Quarter. The Company has filed the disclosure of Investor Grievance for 30th June, 2022 and 30th September, 2022 Quarter in pdf format with time limit prescribed under SEBI LODR. The Company has complied with filing of XBRL filing for both the quarters on 13 December, 2022. Henceforth, the Company will ensure timely filing of compliance in relation to Trading Window Closure and Compliance under regulation 13(3) SEBI LODR in XBRL format.

4. Pre-dispatch Advertisement in Newspapers for AGM Notice pursuant to General Circular No. 20/2020 dated 05th May, 2020. Henceforth, the Company will ensure compliance of General Circular No. 20/2020 dated 05th May, 2020.

Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and

Particulars of Loans, Guarantees and Investments

There were no loans, guarantees and investments made by the company under Section 186 of the Companies Act, 2013 during the year under review.

Subsidiary Companies

The Company does not have any subsidiary.

Details of Fraud

During the year under review, the auditors i.e. statutory auditors and secretarial auditors have not reported any matter under section 143(12) of the Act, and therefore, no details are required to be disclosed under section 134(3)(ca) of the Act.

Related party Transactions

All related party transactions that were entered during the financial year were on arm?s length basis and were in the ordinary course of business and were placed before Audit committee for approval.

Material Changes and Commitments affecting the financial position of the Company

There have been no material changes and commitments 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.

Significant and Material Orders passed by The Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure As required Under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 88 and Rule 8 (3) of Companies (Accounts) Rules, 14 and forming part of the report of the Directors. Annexnre-1

Particulars of Employees

The information required under section 197 of Companies act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of this Annual Report. However, this information is not sent along with this report pursuant to provision of section 136 of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary / Compliance Officer at the registered office of the Company.

Obligation of Company under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up committee for implementation of said policy. During the year Company has not received any complaint of harassment.

Familiarization Programme for Independent Directors

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programmers at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as on 31st March, 2023.

Corporate Social Responsibility Initiatives

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

Stock Exchange

The Company?s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2022-2023 has been paid to the Exchange.

Industrial Relations

The relations between the employees and the Management have remained cordial and harmonious during the year under review.

Risk Management Policy:

The Company has formed a business risk management committee consisting of Mr. Jattashankar Poddar (Chairman), Mr. Udit Master Member, Mr. Sandeepkumar Modi, Mr. Sharad Poddar as members of the Committee. During the year of review, company engaged in the process of Risk Management and evaluate the elements of business risk. The risk management framework defines the risk management approach of the company and includes periodic review of such and documentation, mitigating controls and reporting mechanism of risk.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Listing regulations, the Managements discussion and analysis report is annexed to the Annual report. (Annexure -2)

Corporate Governance

In accordance with Regulation 15 of the SEBI(LODR), Regulations, 2015 the Corporate Governance provisions are not applicable to your Company as the Paid-up Equity Share Capital of the Company is not exceeding Rs. 10 Crores and Net Worth of the Company is not exceeding Rs. 25 Crores as on the last day of previous financial year. Accordigly Corporate Governance Report, Certification from Practicing Company Secretary and Certification from CEO/CFO are not given in Annual Report.

Internal Financial Control Systems and their Adequacy

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the company?s policies, safeguarding its assets, the prevention on detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The systems and operations are regularly reviewed by audit committee to ensure and review their effectiveness and implementation. The audit committee also issues directives for enhancement in scope and coverage of specific areas, wherever felt necessary.

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: - There was no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

Director?s Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 the directors would like to state that: -

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed. (b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review, (c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. (d) The directors have prepared the annual accounts on a going concern basis. (e) The directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively; (f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Acknowledgement

Your directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government authorities, customers, vendors, and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company?s executives, staff, and workers.

Place: Mumbai By Oder of the Board
Date: 22/05/2023 For Jattashankar Industries Limited
Sd/- Sd/-
Jattashankar Poddar Sharad Poddar
Managing Director Director
DIN: 00335747 DIN: 00335806