| Dear Members,
The Directors present the Annual Report together with the Audited
Statement of Accounts for the Financial Year 2014-15 ended 31st March,
2015
1. FINANCIAL RESULTS:
Particulars 2014-15 2013-14
Income from Operation 71.87 66.06
Other Income 20.11 4.19
Total income 91.98 70.25
Total Expenditure (Excluding Depreciation) 122.27 59.33
Profit/(loss) before tax and dep. (30.29) 10.92
Provision for depreciation 3.85 1.54
Provision for Tax (3.38) 1.8
Net profit/(loss) after tax for the year (30.76) 7.58
Add: Balance brought forward from Previous (68.97) (76.55)
year
Less : Adjustment for Transitional Depreciation (58.15) 0
for the year
Balance carried to next year (157.89) (68.97)
2. PRODUCTION, SALES AND WORKING RESULTS:
The turnover of the Company generated from the trading activities and
other than trading activities was Rs. 71.87 lacs and Rs. 20.11 lacs
during 2014-15 compared to Rs. 66.06 lacs and Rs. 4.19 lacs during
2013-14 respectively.
During the Period under reference the company has discarded the block
of machinery related to textile manufacturing activity. The company had
suffered loss of Rs. 52.84 lacs in the sale of this asset. Resulting
that the composite loss for the year is Rs. 30.76/- lacs compared to
profit of Rs. 7.57/- Lacs during 2013- 14.
3. CHANGE IN THE NATURE OF BUSINESS:
During the last few years the company's main operation is trading
activity and has revenue from other operations such as Lease & License
Fees income, interest & Dividend income etc.
4. DIVIDEND:
In view of loss during the year under review, the Board of Directors is
unable to recommend any Dividend on its Equity Share for the year
2014-15.
5. SHARE CAPITAL:
During the year under review the Company has, with necessary prior
approval and after complying all the necessary procedure provided by
the law, rules and Regulations, Allotted 22,84,000 Equity Shares of
Rs.10/- Each @ Rs.18/- per Equity Share which consist Rs.8/- per share
as premium amount on Preferential basis. Hence, the total paid up
capital of the company at the end of financial year 2014-15 is
Rs.3,00,00,000/- (Rupees Three Crores) consisting of 3000000 (Thirty
lacs) equity shares of Rs.10/- each.
Further, during the year under review the Company had applied for the
listing of securities with the nation-wide stock exchanges i.e. Bombay
Stock Exchange. Particulars with regards to listing of securities are
set out in the Corporate Governance Report which is part of the Annual
Report 2014-15.
6. AUDITORS AND AUDITORS' REPORT:
M/s. Jayesh M. Shah & Co., Chartered Accountants, statutory auditors of
the Company has carried out the statutory Audit and submitted its
report for the financial year ended on March 31, 2015. There are no
qualifications or adverse remarks in the Auditor's Report which require
any clarification / explanation.
The Board has recommended the ratification of appointment of M/s.
Jayesh M. Shah & Co., Chartered Accountants, as Auditors of the Company
from the conclusion of this Annual General Meeting until the conclusion
of the next Annual General Meeting.
7. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesn't have any Subsidiaries, Associates or Joint Venture
Companies.
8. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section titled 'Corporate Governance' is attached
to this Annual Report.
9. ADEQUACY OF INTERNAL CONTROL SYSTEMS:
The Company has a proper and adequate system of internal control in all
spheres of its activities to ensure that all its assets are safeguarded
and protected against loss from unauthorized use or disposition and
that the transactions are authorized, recorded and reported diligently.
The Company ensures adherence to all internal control policies and
procedures as well as compliances with all regulatory guidelines.
The Audit Committee of the Board of Directors reviews the adequacy of
internal controls.
10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
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.
11. BOARD MEETING:
The Company sends notice of meetings of the Board well in advance so as
to allow the Directors to block their calendars. There were nine
meetings of the board held during the year, details which is required
pursuant to section 134 (3) (b) of the Companies Act, 2013 are given in
the annexed 'Corporate Governance Report'.
12. BOARD OF DIRECTORS:
The Board of directors of the company has 5 directors as on 31st March,
2015: Details of directors and their category are as under:
Name of director Category
Kalyan J Shah Chairman, Executive & Promoter
Nirav K Shah Non-Executive & Promoter
Fenil R Shah Non-executive, Independent
Premal R. Joshi # Non-executive, Independent
Dakshesh B. Shroff $ Non-executive, Independent
Ashini S Shah# Non-executive, Independent
#Appointment : The Board of Directors has appointed Shri Premal R Joshi
and Smt. Ashini Shah, as an Additional Director of the Company with
effect from 18th November, 2014 and 30th March, 2015 respectively. They
holds office upto the date of the forthcoming Annual General Meeting.
Their candidature for appointment as a Director has been included in
the Notice convening the forthcoming Annual General Meeting of the
Company.
$Cessation: Shri Dakshesh B. Shroff has resigned from the directorship
of the company w.e.f. 18th November, 2014.
13. DIRECTORS' RESPONSIBILITY STATEMENT;
In terms of section 134 (5) of the Companies Act, 2013, in relation to
financial statements for the year 2014-15, the Board of Directors state
that:
(a) In the preparation of Annual Accounts for the period ended March
31, 2015, the applicable accounting standards had been followed along
with proper explanation relating to material departures.
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments 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 Profit/Loss
of the Company for the year ended March 31, 2015.
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
(d) The Directors had prepared the annual accounts for the financial
year ended March 31, 2015 on a going concern basis.
(e) 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.
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
14. DECLARATION AS TO INDEPENDENT DIRECTORS PURSUANT TO PROVISIONS OF
SECTION 149(6) OF THE COMPANIES ACT 2013;
All the Independent Directors of the Company are neither Managing
Director, nor a Whole Time Director nor a Manager or a Nominee
Director.
(a) All the Independent Directors in the opinion of the Board are
persons of integrity and possesses relevant expertise and experience.
(b) (i). Independent Directors are or were not a Promoter of the
Company or its Holding or subsidiary or associate company.
(ii)Independent Directors are or were not related to promoters or
directors in the company, its holding, subsidiary or associate company.
(c) Independent Directors have or had no pecuniary relationship with
the company, its holding, subsidiary or associate company or their
promoters or directors, during the two immediately preceding financial
years or during the current financial year.
(d) None of whose relatives has or had pecuniary relationship or
transaction with the company, its holding, subsidiary, or associate
company, or their promoters, or directors, amounting to two per cent or
more of its gross turnover or total income or fifty lakhs rupees or
such higher amount as may be prescribed, whichever is lower, during the
two immediately preceding financial years or during the current
financial year,
(e) That Independent Directors, neither himself, nor any of his
relatives,
i. Holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or
associate company in any of three financial years immediately preceding
the financial year in which he is proposed to be appointed.
ii. Is or has been an employee or proprietor or a partner, in any of
the three financial years immediately preceding the financial years in
which he is proposed to be appointed, of -
(A) A firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
(B) Any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or Associate company amounting to
ten per cent, or more of the gross turnover of such firm;
iii. Holds together with his relatives less than two per cent, or more
of the total voting power of the company; or
iv. Is a Chief Executive or director, by whatever name called, or any
non-profit organization that receives twenty five per cent or more of
its receipts from the Company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or
(f) Independent Directors possesses such other qualifications as may be
prescribed.
15. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
During the year, the Board adopted a formal mechanism for evaluating
its performance as well as that of its Committees and individual
Directors, including the Chairman of the Board. The evaluation of the
Independent Directors was carried out by the entire Board and that of
the Chairman and the Non- Independent Directors were carried out by the
Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with
the Company.
16. DISCLOSURE OF RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEES' REMUNERATION, ETC.:
Disclosure of Ratio of Remuneration of each Director to the Median
Employee's Remuneration, the Percentage increase in Remuneration of
each Directors and KMP, etc. for the Financial Year ended 31st March,
2015 which is more particularly described under Section 197(12) of the
Companies Act, 2013 and Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are given as under:
Sr. No. Name Designation
1 SHRI KALYAN J SHAH MANAGING DIRECTOR
2 SHRI NIRAV K SHAH DIRECTOR
3 SHRI FENIL R SHAH DIRECTOR
4 SHRI. PREMAL R JOSHI ADDITIONAL DIRECTOR
5 SMT. ASHINI S SHAH ADDITIONAL DIRECTOR
6 SHRI. NARESH PRAJAPATI COMPANY SECRETARY
A. Ratio of director's remuneration to the median remuneration of the
employees:
Total Remuneration expenses: Rs. 5,35,342/-
Managerial Remuneration Expenses: Rs. 95,362/-
Sitting Fees Paid to other director: Rs. 16500/-.
Remuneration to other Employee: 4,00,000/-
B. The Percentage (%) increase in remuneration: NIL
C. The Percentage (%) increase in the median remuneration of
employees: NIL
D. Number of permanent Employees on the rolls of Company : 4
E. Performance of the Company: The Company had incurred a loss of Rs.
30.76 Lacs in F.Y. 2014-15 in compared to profit of Rs. 7.58 lacs in
financial year 2013-14. The nature of Company's business activities are
as such that it is very difficult to establish direct nexus to evaluate
the performance of the Company with that of the remuneration of its
Employee. Hence they are paid fixed remuneration as per their
respective terms of employment.
F. Relationship between average increase in remuneration and company
performance: Not Applicable as there was no increase.
G. Comparison of the remuneration of the Key Managerial Personnel
against the performance of the company: The remuneration to the KMP
i.e. Managing Director(s) and Company Secretary kept constant and there
is no increase during the year.
H. The Market Capitalisation of the Company as at 31st March, 2015 was
Rs. 600 lacs. As the company was listed on the BSE w.e.f. 9th March,
2015 so the Market Capitalisation as at 31st March, 2014 was not
ascertainable.
Price Earnings Ratio:
As on Market Value per Shares Earnings Per Share
N.A. *
31st of March, 2014 (As the shares of the company 1.06
was listed w.e.f. 09.03.2015)
31st of March, 2015 Rs. 20 -1.03
As on P/E Ration
31st of March, 2014 -
31st of March, 2015 Minimum
*Paid-up capital of the company as on 31st March, 2014 was 716000
equity shares.
I. Average percentile increase 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; NOT
APPLICABLE as there was no increase.
J. Comparison of the each remuneration of the Key Managerial Personnel
against the performance of the company: As the company has not paid any
remuneration to the Managing Directors, the comparison is not possible.
K. The key parameters for any variable component of remuneration
availed by the directors: Directors are paid sitting fees only.
Components for the Sitting fees are variable. Sitting fee depends upon
ones attendance of the meeting. The Key parameters therefore are as
envisaged under the Companies Act.
L. 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: None of the
employee is receiving remuneration in excess or higher than the
remuneration of Director or Key Managerial Personnel.
M. The Company affirms that the remuneration is as per the
remuneration policy of the Company.
17. RISK MANAGEMENT:
The Company was already having risk management system to identify,
evaluate and minimize the Business risks. The Company during the year
had formalized the same by formulating and adopting Risk Management
Policy. This policy intends to identify, evaluate, monitor and minimize
the identifiable risks in the Organisation.
18. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large. However, details of transactions
with related parties are given in 26 (E) of Accounting Policies by
Auditors as per Accounting Standard 18.
19. CORPORATE SOCIAL RESPONSIBILITY:
As per Section 135 of the Companies Act, 2013 and Rules of Companies
(Corporate Social Responsibility policy), 2014, every company having
net worth of rupees five hundred crore or more, or turnover of rupees
one thousand crore or more or a net profit of rupees five crore or more
during any financial year shall constitute a Corporate Social
Responsibility Committee.
As Company does not come under the ambit of above mentioned provisions,
Company has not formed Corporate Social Responsibility Committee and
hence Rule 9 of Companies (Accounts) Rule, 2014 regarding disclosure of
contents of Corporate Social Responsibility Policy is not applicable to
the Company.
20. COMMISSION:
None of the Directors are receiving Commission from the company.
21. PARTICULARS OF EMPLOYEES:
Pursuant to the provisions of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with the
Companies Act, 2013, it is hereby informed that none of the employees
of the Company was in receipt of remuneration of Rs.5 lakhs per month
or Rs. 60 lakhs per annum during the year under review.
22. EMPLOYEES STOCK OPTION SCHEME:
The company has not issued any share under Employees Stock Option
Scheme during the year under review.
23. DEPOSITS:
During the year under review, the Company had not accepted any deposit
from public during the year.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of investments made and loans advanced by the company have been
given in note no. 10, 12, & 14 to the Financial Statement. The Company
has not given any Guarantee pursuant to the provision of 186 of the
Companies Act, 2013.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board during the year under report approved and adopted "Vigil
Mechanism/Whistle Blower Policy" in the Company. The Brief details of
establishment of this Policy are provided in the Corporate Governance
Report.
26. SAFETY, HEALTH AND ENVIRONMENT:
(a) Safety: The Company encourages a high level of awareness of safety
issues among its employees and strives for continuous improvement. All
incidents are analysed in the safety committee meetings and corrective
actions are taken immediately. Employees are trained in safe practices
to be followed at work place.
(b) Health: Your Company attaches utmost importance to the health of its
employees. Periodic checkup of employees is done to monitor their
health. Health related issues if any are discussed with visiting Medical
Officer.
(c) Environment: Company always strives hard to give importance to
environmental issues in normal course of operations. Adherence to
Environmental and pollution control Norms as per Gujarat Pollution
Control guidelines is of high concern to the Company.
27. LISTING:
The Equity shares of the company are listed on BSE Limited and Company
has paid Annual Listing Fees up to the Year 2015-16.
28. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Pursuant to section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, entire staff in the
Company is working in a most congenial manner and there are no
occurrences of any incidents of sexual harassment during the year.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
Since the production activities were suspended through the year, the
statement of particulars with respect to Conservation of Energy and
Technology Absorption pursuant to provisions of Section 134(3) (m) of
the Companies Act, 2013 and Rule 3 of the Companies (Accounts) Rules,
2014 are not applicable.
30. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars with regards to Foreign Exchange Earning and Outgo are set
out in note 26 (D) to the accounts.
31. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Companies Act, 2013,
the Board has appointed M/s. Patel & Associates, (Membership No. 31987)
company secretary in practice, to undertake secretarial audit of the
Company. A report from secretarial auditor is annexed to this Report in
Form MR - 3 (Annexure-I). The same does not contain any qualification,
reservation or adverse remark or disclaimer.
32. ANNUAL RETURN:
Pursuant to provision of section 134 (3) (a) of the Companies Act,
2013, the extract of the annual return in Form No. MGT - 9 is part of
the Board's report and attached herewith as Annexure- II.
33. ACKNOWLEDGMENTS
Your Directors wish to place on record their sincere appreciation to
the Governmental authorities, Company's bankers, customers, vendors,
investors and all other stakeholders for their continued support during
the year. Your Directors are also pleased to record their appreciation
for the dedication and contribution made by employees at all levels who
through their competence and hard work have enabled your Company
achieve good performance during these challenging times and look
forward to their support in the future as well.
DATE: 25th JULY, 2015 FOR, JAYATMA SPINNERS LIMITED
PLACE: AHMEDABAD
SD/-
KALYAN J SHAH
CHAIRMAN & MANAGING DIRECTOR
DIN:00397398
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