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 |
+91-9892691696
