| Dear members,
The Directors have to pleasure in presenting their 27th Annual Report
together with Audited accounts of the Company for the year ended March
31,2015.
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 Year ended 31st
March, 2015 March, 2014
(Rs In Lakhs) (Rs. In Lakhs)
Sales & Processing Charges 3268.25 2556.85
Operating Profit Before
exception item 277.52 259.10
Less: Current Tax and
Deferred Tax 41.33 ----
MAT Credit Entitlement 41.33 ----
-Profit After Tax 277.52 259.10
Brought forward losses 612.40 871.50
Depreciation Charge From
Retained Earning as Per 0.99 ----
Requirement of New
companies Act, 2013
Carried forward losses 335.87 612.40
Review of Operations for 2014-2015
In the year under review, the turnover of the company has increased
around 27.82% upto Rs. 3268.25 Lakhs due to increase in sales of
Narrow Wooven Elastic Tape apart from sales of Dyed Yarn. However
Operating Profit has increased by only 7.11% upto Rs. 277.52 Lakhs due
to increase in Administration & Employee Expenses .
The management continues to pursue its efforts to improve its
operational efficiency by better quality control and diversification
into High quality value added Dyed yarn , Narrow Wooven Elastic Tape
to improve its Turnover and Operating margin in current year. Outlook
for current year will be better barring any unforeseen circumstances.
Dividend
Yours Directors regret their inability to pay dividend in view of the
accumulated losses of the Company.
Number of Meetings of the Board
During the year Six Board Meetings were convened and held. The details
of which are given in Corporate Governance Report. The intervening gap
between the meetings was within the period prescribed under the
Companies Act, 2013.
Share Capital
The paid up equity capital as on March 31, 2015 was Rs. 43,871,000/-
The Company has not bought back any securities or issued any Sweat
Equity shares or bonus shares were issued or provided any stock option
scheme to employees during the year under review.
Directors and Key Managerial Personnel
Mr. Sandeep Modi, Director of the Company retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer
themselves for reappointment.
During the year under review, the following Directors, Key Managerial
Personnel were appointed:
1. The board of directors has appointed Mrs. Seema J Poddar, Women
Director as Additional Director under section 161, 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement w.e.f 26th
March, 2015.
2. The Board of Directors has appointed Mr. Prakash Purohit as Chief
Financial officer of the Company w.e.f. 26th March, 2015 as per the
provisions of Section 203 of the Companies act, 2013.
3. The Board of Directors has appointed Ms. Vaidehi Jha as Company
Secretary of the Company w.e.f. 26th March, 2015 as per the provisions
of Section 203 of the Companies act, 2013.
Declaration by Independent Director(s) and re- appointment, if any
Declaration given by Independent Director(s) meeting the criteria of
independence as provided in sub-section (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 Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation 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. The manner in which the evaluation has been carried out
has been explained in the Corporate Governance Report.
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 Risk
Management Policy
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion of the Board may
threaten the existence of the company.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 the directors
would like to state that:-
I) In the preparation of the annual accounts, the applicable
accounting standards have been followed.
II) 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;
III) 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.
IV) The directors have prepared the annual accounts on a going concern
basis.
V) 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;
VI) 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, an extract of annual return in MGT 9 as a part of this Annual
Report as Annexure-2 Auditors
The auditors Shankarlal Jain & Associates, Chartered Accountants,
Mumbai retire at the conclusion of this Annual General Meeting and
being eligible offer themselves for re-appointment.
Auditors Report
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
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 to undertake the secretarial audit of the
Company. The Secretarial Audit report is annexed herewith as
Annexure-3 Secretarial Report
As required under Section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. Certain observations
made in the report with regard to non-publishing of Notice of Board
Meeting and Financial results in the newspaper, the Company will take
care of the same and publish the same in future years. Henceforth, the
notice of Annual General meeting will be sent through courier and
registered post only. The Company is in process of appointing
Professional Internal Auditor.
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.
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 arm's length basis and were in the ordinary course of
business.
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, 1988 and Rule 8 (3) of Companies (Accounts)
Rules, 2014 and forming part of the report of the Directors. Annexure
1 Particulars of Employees
The prescribed particulars of Employees required under section 134 (3)
(q) of the Companies Act, 2013 read with rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached as Annexure 4 and forms part of this report of the Directors.
There are no employees of your company who comes within the purview of
Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) &
5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 during the year under review.
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.
Human Resources
Your Company treats its "human resources" as one of its most
important assets. Your Company continuously invest in attraction,
retention and development of talent on an ongoing basis. A number of
programs that provide focused people attention are currently underway.
Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement.
Management Discussion and Analysis Report
Management Discussion Analysis Report is also annexed as a part of
Report.
Corporate Governance
As required by clause 49 of the Listing Agreement, a Corporate
Governance Report is attached as Annexure to this Report.
Certification of CFO/CEO, Certification from Practicing Company
Secretary as stipulated in Clause 49 of the listing agreement of the
Stock exchanges is also attached and forms part of this report.
* The Corporate Governance report is upto 30th September, 2014
thereafter the company has discontinued the observance of Clause 49 of
Listing Agreement with reference to SEBI circular
(http://www.sebi.gov.in/cms/sebi_data/ attachdocs/1410777212906.pdf)
Acknowledgement
Your Directors would like to express their sincere appreciation for
the assistance and co-operation received from the 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.
For and on behalf of Board of Directors
Jattashankar Industries Limited
Place: Mumbai Jattashankar Poddar
Date:-15/07/2015 Managing Director |