To
The Members
The Directors have pleasure in presenting herewith their Annual Report
together with the audited Accounts of the Company for the year ended 31st March, 2023.
FINANCIAL RESULTS (summary) |
31-3-2023 |
31-3-2022 |
|
(Rs in Lakh) |
(Rs in Lakh) |
| Profit/(Loss) for the year |
(11.52) |
(26.72) |
| Less/ (Add): |
|
|
| Current Tax |
- |
- |
| Income Tax related to earlier year |
- |
|
| MAT Credit Entitlement |
- |
- |
| Deferred Tax |
- |
- |
|
( 11.52) |
(26.72) |
| Add: Debit Balance brought forward |
(2,571.40) |
(2,538.16) |
| Remeasurements of the net defined benefit
Plans |
- |
(6.52) |
| Balance carried forward to next year |
(2,582.92) |
(2,571.40) |
STATE OF COMPANYS AFFAIRS
The Company operates in two business verticals i.e. trading in
chemicals and sale of electricity generated from renewable source.
During the year under review, the revenue from operations on a
standalone basis stood at Rs 894.94 Lakhs as against Rs 671.17 Lakhs in the previous year
and the net loss from the operations on a standalone basis stood at Rs 11.52 Lakhs as
against Rs 33.24 Lakhs in the previous year.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF THE
SUBSIDIARY
During the year under review, M/s. Bangur Exim Private Limited became a
Wholly Owned Subsidiary of the Company w.e.f. 31st March, 2023. Pursuant to sub-section
(3) of Section 129 of the Companies Act, 2013 the statement containing the salient
features of the financial statement of the subsidiaries of the Company namely M/s. East
Coast Powers Limited and M/s. Bangur Exim Private Limited is annexed herewith this report
as Annexure – 1.
Further, pursuant to the provisions of Section 136 of the Companies
Act, 2013, financial statements of the Company, Consolidated financial statements along
with the relevant documents and separate audited accounts in respect of the subsidiaries
of the Companies are available on the website of the Company at www.jayshreechemicals.com/
annual.html.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Accounting Standard 21, Consolidated Financial
Statements of the Company together with its subsidiaries namely M/s. East Coast Powers
Limited and M/s. Bangur Exim Private Limited are annexed herewith this report.
CAPITAL / FINANCE
As on 31st March, 2023, the issued, subscribed and paid up share
capital of your Company stood at Rs.29,32,64,570/-, comprising of 2,93,26,457 Equity
shares of Rs 10/- each.
Details required pursuant to Section 134(3) of Companies Act, 2013 a)
Web-link of Annual Return
The Annual Return of the Company as required under Section 92(3) of the
Companies Act, 2013 is available on the website of the Company at
www.jayshreechemicals.com/anualreturn.html.
b) Details of Board Meetings
During the year 2022-23, (Five) Board Meetings were held, details of
which are given below:
Date of the Meeting |
No. of Directors, who attended the
Meeting |
| 28/05/2022 |
5 |
| 28/07/2022 |
6 |
| 09/11/2022 |
5 |
| 14/02/2023 |
5 |
| 23/03/2023 |
4 |
A detailed note on the Board and its Committees is provided under
Corporate Governance Report Section. c) Directors Responsibility Statement
Pursuant to the requirements of clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, your Directors confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are 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 loss of the Company for that period;
iii. the Directors had taken proper and sufficient care for 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; iv. the Directors had prepared the annual accounts on a going concern
basis; v. the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and vi. the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
d) Declaration by Independent Directors
In the opinion of the Board and as confirmed by Independent Directors,
they fulfil the conditions specified in Section 149(6) of the Companies Act, 2013 and the
Rules made thereunder about their status as Independent Directors of the Company.
e) The Nomination and Remuneration Policy of the Company
1. The Nomination and Remuneration Policy of the Company is based on
the provisions contained in the Companies Act, 2013, the Rules made thereunder and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
2.Remuneration of Directors, Key Managerial Personnel and other
employees is based on there commendation of the Nomination and Remuneration Committee on
the basis of experience and exposure in the prescribed fields.
The Board of Directors of the Company during the year under review
amended the erstwhile Appointment Policy and framed Nomination and Remuneration Policy for
selection, appointment and remuneration of Directors, Key Managerial Personnels and Senior
Management Employees. The Policy aims to enable the Company to attract, retain and
motivate dignified members of Board of Directors and other senior level employees of the
Company. The Policy aims to enable the Company to provide a well balanced and performance
related compensation package, taking into account shareholders interests, industry
standards and relevant applicable corporate regulations. The said policy is available on
the website of the Company at www.jayshreechemicals.com/JCL Nomination Remuneration
Policy.pdf.
f) Explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made:-
i) by the Auditors in their
report: |
No qualification or
reservation has been observed by the Auditors in their Report. |
ii) by the Company Secretary
in Practice in his Secretarial Audit Report: |
No qualification or
reservation has been observed by the Secretarial Auditor in his Report. |
g) Particulars of loans, guarantees or investments under Section 186.
Particulars of such loans and investments are duly disclosed in the
Accounts. No guarantee was given by the Company.
h) Particulars of contracts or arrangements with related parties
referred to in Sub-section (1) of Section 188.
Particulars of contracts or arrangements with related parties referred
to in sub-section (1) of Section 188 is annexed herewith [in Form AOC-2] as Annexure-2.
i) Transfer to Reserves.
During the year under review, no amount was transferred to Reserves.
However, net loss of Rs 11.52 Lakhs is carried to the Balance Sheet.
j) Recommendation of Dividend
The Board has not recommended any dividend for the financial year ended
31st March, 2023.
k) Material changes and commitments, affecting the financial
position of the Company
No material changes affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
on the date of this report.
l) Details of conservation of energy, technology absorption, foreign
exchange earnings and outgo
During the year, the Company had no manufacturing activity and as such
details of conservation of energy and technology absorption are not given. During the
year, there was no foreign exchange earnings or outgo.
m) Development and implementation of risk management policy
As per the requirements of the Act, the Company has developed and
implemented the Risk Management Policy and the Audit Committee of the Board reviews the
same periodically.
The Risk Management Policy of the Company identifies, evaluates and
mitigates the operational, strategic and external environment risks. For the same a
Committee which has overall responsibility for monitoring and approving the risk policies
and associated practices of the Company has been formed and it reviews the risks
associated with the Company periodically.
n) Policy of the Company on Corporate Social Responsibility.
Pursuant to Section 135(1) of the Companies Act, 2013 as and when your
Company fulfills the criteria specified in Section 135(1) of the Companies Act, 2013, it
will approve the CSR Budget. As no CSR activity has been carried out, no Report on CSR
Activities/ Initiatives is enclosed along with this Report.
o) Formal annual evaluation by the Board of its own performance and
that of its committees and individual directors
Complied with the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Ratio of Directors Remuneration to Median Employees Remuneration
& other as per Rule 5(1) to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year: Ratio of remuneration
of Shri Rajesh Kumar Singhi, Director (Commercial) & CFO to the median remuneration of
the employees: 3:36:1 None of the other Directors received any remuneration other than the
sitting fees for attending meetings of the Board or any Committee of the Board.
(ii) The percentage increase (decrease) in remuneration of each
director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager,
if any, in the financial year; Percentage increase (decrease) in remuneration of Shri
Rajesh Kumar Singhi, Director (Commercial) : 6% Percentage increase (decrease) in
remuneration of Shri Santosh Kumar Lahoti, Company Secretary : Nil% (till 15th October,
2022) Percentage increase (decrease) in remuneration of Shri Akash Ghuwalewala, Company
Secretary : Nil (from 9th November, 2022)
(iii) The percentage increase in the median remuneration of employees
in the financial year: During the F.Y. 2022-23, the percentage increase (decrease) in the
median remuneration of employees was 112%.
(iv) The number of permanent employees on the rolls of Company:
8 permanent employees were on the rolls of the Company at the close of
the financial year.
(v) The explanation on the relationship between average increase in
remuneration and company Performance: In view of the Companys performance, only
minimum increases were given to its employees.
(vi) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company: Total remuneration paid to the Key Managerial
Personnel of the Company during the year: Rs 31,25,557/- (vii) Variations in the market
capitalisation of the Company, price earnings ratio as at the closing date of the current
financial year and previous financial year and percentage increase over 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.
| Market Capitalisation as on 31/03/2023 |
Rs 5.47 * 29326457 |
= Rs 16,04,15,720 |
| Market Capitalisation as on 31/03/2022: |
Rs 6.44 * 29326457 |
= Rs 18,88,62,383 |
| Price Earning ratio as on 31/03/2023 : |
Rs 5.47 / (0.04) |
= - 136.75 |
| Price Earning ratio as on 31/03/2022 : |
Rs 6.44/ (0.09) |
= - 70.68 |
% 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
= Rs (15-5.47)/15 * 100 = 63.53% (decrease)
(viii) 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: In view of the Companys performance, only minimum increases
were given to its employees.
(ix) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company;
In view of the present working, only minimum increase was given to the
Key Managerial Personnels of the Company.
(x) The key parameters for any variable component of remuneration
availed by the directors:
The remuneration availed by the directors during the year did not
consist of any variable component.
(xi) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in excess of the highest
paid director during the year: No employee received remuneration in excess of the
remuneration paid to the Director (Commercial) & CFO during the year.
(xii) Afirmation that the remuneration is as per the remuneration
policy of the Company.
The Company follows its remuneration policy in fixing the remuneration
of its employees or directors.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights, sweat equity shares
or ESOP.
3. The Director (Commercial) of the Company do not receive any
remuneration or commission from the Companys subsidiary.
4. Significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and the Companys operations in
future.
5. Fraud reporting by the Auditors.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, your Company has complied with the
Secretarial Standards issued by the Institute of Company Secretaries of India on Board
Meetings and General Meetings.
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the Company. All
transactions are authorised, recorded and reported correctly. Internal Audits and checks
are carried out regularly.
VIGIL MECHANISM
Pursuant to the requirements of the Section 177 (9) of the Companies
Act 2013, the Company has established Vigil (Whistle Blower) Mechanism which aims to
provide a channel to the Directors and employees to report genuine concerns about
unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or
policy. The Company is committed to adhere to the highest standards of ethical, moral and
legal conduct of business operations and in order to maintain these standards, the Company
encourages its employees who have genuine concerns about suspected misconduct to come
forward and express these concerns without fear of punishment or unfair treatment. The
mechanism provides for adequate safeguards against victimization of directors and
employees to avail of the mechanism and also provide for direct access to the Chairman of
the Audit Committee in exceptional cases. This neither releases employees from their duty
of confidentiality in the course of their work nor can it be used as a route for raising
malicious or unfounded allegations about a personal situation.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
In the Annual General Meeting held on 22nd September, 2022, M/s. AMK
& Associates, Chartered Accountants having Firm Registration No. 327817E, were
appointed as Statutory Auditors for the Companys financial years 2022-2023 to
2026-2027.
SECRETARIAL AUDIT
In terms of Section 204 of the Act and the Rules made there under, Shri
Arun Kumar Jaiswal, Practicing Company Secretary was appointed as Secretarial Auditor of
the Company. The Report of the Secretarial Auditor is enclosed as Annexure-3 to this
Report. The Report is self-explanatory and do not call for any further comments.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Shree Kumar Bangur, holding DIN 00053237, Director of the Company,
retires by rotation at the ensuing Annual General Meeting of the Company and being
eligible, offers himself for reappointment. Shri Satish Kapur, Independent Director
holding DIN:00051163, ceased to be a Director on the Board of Directors of the Company
w.e.f. 22nd September, 2022 on completion of his tenure. The Directors place on record
their appreciation for the valuable services rendered by Shri Kapur during his tenure of
office as an Independent Director of the Company.
Smt. Sindhubala Choudhury, Independent Director holding DIN:00848070
ceased to be a Director on the Board of Directors of the Company w.e.f. 22nd September,
2022 on completion of her tenure. The Directors place on record their appreciation for the
valuable services rendered by Smt. Choudhury during her tenure of office as an Independent
Director of the Company.
Shri Rishi Bajoria, holding DIN 00501157 was appointed as an
Independent Director of the Company w.e.f. 28th July, 2022.
Smt. Arpita Chakraverti Saha, holding DIN 09693558 was appointed as an
Independent Director of the Company w.e.f. 28th July, 2022.
Shri Santosh Kumar Lahoti, Company Secretary and Compliance Officer of
the Company resigned from the services of the Company w.e.f. from 15th October, 2022.
Shri Akash Ghuwalewala who was earlier appointed as the Compliance
Officer of the Company w.e.f. 16th October, 2022 was appointed as the Company Secretary
w.e.f. 9th November, 2022.
Shri Krishna Kumar Kothari, holding DIN 00233174 was re-appointed as an
Independent Director of the Company for a second term of 5 (Five) years w.e.f. 21st May,
2023, subject to approval of members in the ensuing Annual General Meeting of the Company.
Shri Rajesh Kumar Singhi, holding DIN 01210804 being Wholetime Director
designated as Director (Commercial) of the Company and whose present tenure ends on 10th
February, 2024 was re-appointed for a further period of three years w.e.f. 11th February,
2024, subject to approval of members in the ensuing Annual General Meeting of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
All unclaimed dividends and all shares relating thereto have already
been transferred to the Investor Education and Protection Fund established by the Central
Government in the Year 2018-19.
FIXED DEPOSITS
Your Company has not accepted any deposit from public in terms of
Section 73 of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis comprising an overview of the
financial results, operations / performance and future prospects of the Company is annexed
and forms part of this Report.
HUMAN RESOURCES
Your Company treats its human resources as one of its most important
assets.
PARTICULARS OF EMPLOYEES
The Company had no employee drawing remuneration specified under the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the
year under review. Accordingly, the particulars required under the above Rule have not
been given.
CORPORATE GOVERNANCE
As per the Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate section on
Corporate Governance practices followed by the Company together with a Certificate from
the Companys Auditors confirming compliance forms an integral part of this Report.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for employees at all
levels, who contributed to the growth and performance of your Company. Your Directors also
thank the clients, vendors, bankers, shareholders and advisers of the Company for their
continued support.
|
On behalf of the Board |
|
Krishna Kumar Kothari |
|
Director |
|
(DIN: 00233174) |
|
Rajesh Kumar Singhi |
| Place : Kolkata |
Director (Commercial) & CFO |
| Date: 15th May, 2023 |
(DIN: 01210804) |
+91-9892691696
