Jattashankar Industries Ltd Directors Report.

To, The Members,

Jattashankar Industries Limited

The Directors of your Company have pleasure in presenting their 33rd Annual Report together with Audited accounts of the Company for the year ended March 31, 2021.

Financial Results

The Companys financial performance for the year under review along with previous years figures are given hereunder:

Particulars Year ended 31st March, Year ended 31st March,
2021 (Rs in Lakhs) 2020 (Rs in Lakhs)
Revenue from Operation 1514.07 1663.85
Other Income 72.28 51.75
Profit Before Exceptional and Extraordinary Items and Tax 90.50 87.36
Profit Before Tax 90.50 87.36
Taxes 31.80 21.26
Profit After Tax 58.70 66.10
Brought forward profit /(losses) 519.63 453.53
Carried forward profit 578.33 519.63

Review of Operations

Despite the difficult market conditions, your Company has managed to achieve reasonably good performance during the year.

The Companys turnover for the Financial Year 2020-21 is Rs. 1514.07 Lacs as against Rs. 1663.85 Lacs in the previous year. The profit after tax is Rs.58.70 Lacs as against Rs. 66.10 Lacs in the previous year.

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

Overall performance for the year is considered to be satisfactory under given circumstance

Outlook

The nationwide lockdown which was imposed due to outbreak of covid-19 pandemic has severely impacted business operation of the company during first quarter of financial year 2021-22. However, company expect to recover and perform well during remaining 3 quarter of financial year subject to improvement in prevailing conditions after lifting lockdown in phase manner

Dividend

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

Share Capital

There was no change in the Companys share capital during the year under review. The Companys paid up equity share capital as on March 31, 2021 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.

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.

Sr. No. Date of Board Meeting Total Strength of the Board No. of Directors Present
1. 18 May, 2020 6 6
2. 31 July, 2020 6 6
3. 21 August, 2020 6 6
4. 15 September, 2020 6 6
5. 30 September, 2020 6 6
6. 12 November, 2020 6 6
7. 22 December, 2020 6 6
8. 13 January, 2021 6 6
9. 12 February, 2021 6 6

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys 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.

Re-appointment of Mr. Jattashankar Poddar (DIN: 00335747) as Managing Director of the Company for a period of 3 (Three) years with effect from 01/10/2021 upto 30/09/2024. The Nomination and Remuneration Committee and Board of Directors at their respective Meetings held on 09th August 2021, have recommended for the re-appointment of Mr. Jattashankar Poddar as Managing Director of the Company on the terms and conditions as set out in the Explanatory Statement annexed to the Notice.

Mrs. Richa Choudhary (DIN 07218765) who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. August 09, 2021 and who holds office up to the date of this Annual General meeting, The Nomination and Remuneration Committee and Board of Directors at their respective Meetings held on 09th August 2021, have recommended for the appointment of as an Non-Executive Independent Director not liable to retire by rotation, to hold office for a term of 5 (Five) consecutive years up to the conclusion of the 38th Annual General Meeting of the Company.

The brief resume and other information/details of Directors recommended for appointment/ re-appointment, as required under Regulation 36(3) of the Listing Regulations, and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in Annexure to the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report.

Key Managerial Personnel

Mr. Jattashankar Poddar, Managing Director, Dr. Sharad Poddar, Whole Time Director, Mr. Ankur Poddar, Chief Financial Officer and Mrs. Varsha Maheshwari*, Company Secretary are the key managerial personnel of the Company. (*Appointed w.e.f 30.09.2020)

Declaration by Independent Directors

Declaration given by Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 is received and taken on record.

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, 2021, four audit committee meetings were held on 31st July, 2020, 15th September, 2020, 12th November, 2020 and 12th February, 2021.

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 Non executive Directors namely Mrs. Seema Poddar, Independent Directors Mr. Udit Master and Mr. Sandeep Kumar modi. During the year under review two meetings of the Committee has been held on 31st July, 2020 and 21st September, 2020. 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.

Risk Management Committee & 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 also documentation, mitigating controls and reporting mechanism of risk.

Stakeholders Relationship Committee

This Committee comprises of Mrs. Seema Poddar (Chairperson), Mr. Udit Master and Mr. Jattashankar Poddar as members. During the year ended 31st March, 2021, Stakeholders Relationship Committee had four meetings, which were held on 31st July, 2020, 15th September, 2020, 12th November, 2020 and 12th February, 2021 respectively. The Company during the year had received one complaint which were resolved and there were no pending complaints as on March 31, 2021.

Independent Directors Meeting

During the year under review, the Independent Directors met on 22nd March, 2021, 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

In pursuant to the provisions of Section 177(9) & 177 (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism policy was adopted by the board of Directors on 30th May, 2014.This policy is available on the website of the Company at www.jsil.in.

Directors 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.

Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return and Extract of Annual Return of the Company is available on the Companys website at http://www.jsil.in/ir-annual-return-and-extract-of-annual-return.php.

Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended vide the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018 respectively M/s. K.K. Jhunjhunwala & Co., Chartered Accountants, (Registration No. 111852W), the Auditors of the Company, hold office for a consecutive period of five(5) years until the conclusion of Thirty Fourth (34th) Annual General Meeting of the Company and their appointment is not required to be ratified each year at Annual General Meeting of the Company. The Auditors have confirmed to the Company that they continue to remain eligible to hold office as the Auditors and not disqualified for being so appointed under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules and regulations made thereunder.

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.

Secretarial Audit and Audit Report

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 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, 2021 is attached as Annexure 3 of this Boards Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Fixed 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.

Related party Transactions

All related party transactions that were entered during the financial year were on arms 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. Annexure-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.

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, 2021.

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 Companys equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2020-2021 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.

Management Discussion and Analysis Report

Management Discussion Analysis Report is annexed as a part of the 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 companys 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.

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 Companys executives, staff and workers.

For Jattashankar Industries Limited
Jattashankar Poddar
Place: Mumbai
Date: - 09/08/2021
Managing Director
DIN: 00335747