| The Directors have pleasure in presenting the Forty Second Annual
Report, together with the Audited Accounts of the Company for the year
ended 31st March, 2015.
FINANCIAL RESULTS
2014-15 2013-14
Profit before Tax, Depreciation and
Extra Ordinary Items (123.38) (1543.45)
Less : Depreciation 441.16 367.56
Profit/(Loss) before Tax and extra
ordinary items (564.54) (1911.01)
Less : IT. for earlier year - -
Less : Prior Period Items 056 079
Profit/(Loss) before
Extra-Ordinary Items (565.10) (1911.80)
Extra Ordinary Items 299.75 (400.00)
Profit/(Loss) after Tax (265.35) (2311.80)
Add : Balance brought forward
from Previous year (4653.55) (2341.75)
Balance in Profit & Loss Account (4918.90) (4653.55)
BUSINESS AND PERFORMANCE
The performance of the Company during the year under review was a
little better than the previous year. It was able to arrest the loss to
some extent. As reported earlier the units at Bangalore were closed
during the previous year. The unit at Kolkata viz. J. J. Spectrum Silk
which was temporarily closed during the previous year w.e.f. 01.12.2013
continued to be under temporary closure during the current year.
However the unit at Bhagalpur remained operational. The sale revenue
for the year was down at Rs.1665.99 lacs as compared to Rs.3288.35 lacs
in the previous year. The loss before tax and extra-ordinary item was
down at Rs.565.10 lacs as compared to Rs.1911.80 lacs during the
previous year.
CURRENT YEAR'S OUTLOOK
At this instance the outlook of the silk market globally for the
current year does not look any different than the one during the year
under review. Taking this into account, your directors have decided
after due market research to add additional streams of revenue apart
from the core business of the Company, which includes export of linen
and polyester fabrics, which would not require additional
infrastructure but shall add to the top line of the company.
In order to improve the working of the Company and generate more
business your directors have decided to strengthen the design
department, which shall be for the existing core business of silk along
with linen and polyester fabrics. It has also been decided to actively
participate in more trade fairs and revive contacts with our old
customers. Your directors have also decided to control expenditure
wherever possible. With all these measures your directors are hopeful
of improvement in the current year.
SETTLEMENT OF DUES OF THE BANKS
In view of the poor performance of the Company, your Directors had
approached its bankers for settlement of their dues. The Federal Bank
Ltd. had approved the settlement during the year. The amount settled
with The Federal Bank Ltd has since been paid. The settlement with IDBI
Bank Ltd has also been reached and the initial payment of Rs.500 lacs
required to be paid in terms of their sanction letter has also been
made by the Company. However, the Company has approached IDBI Bank for
extension of the dates for payment of balance amount of settlement.
Final negotiation with Indian Overseas Bank has also been had at Branch
level and accordingly the Company has revised its offer for the OTS.
Your Directors are confident of getting the same approved by the final
authorities of the Bank.
Your Directors are trying to sell Company's building at Bangalore and
also the unit at Gangarampur to pay off the banks.
SHARE CAPITAL
The Company has not issued any shares with differential voting rights,
sweat equity shares or employee stock option during the year under
review. The Company has also not made any provision for purchase of its
own shares by employees or trustees for the benefit of employees.
DIRECTORS
Mr. M. L Gulrajani resigned from the Board of the Company during the
year w.e.f. 22.05.2014. Ms. Puja Jhunjhunwala & Ms. Dipali Sharma were
appointed as Additional Directors during the year by the Board on
27.03.2015. Ms. Puja Jhunjhunwala and Ms. Dipali Sharma will hold
office till the conclusion of the forthcoming Annual General Meeting.
Notices from members of the Company have been received proposing them
as regular Directors of the Company. Ms. Puja Jhunjhunwala & Ms.
Dipali Sharma are accordingly proposed to be appointed as Independent
Directors at the ensuing Annual General Meeting.
Mr. P. K. Sarkar, an Independent Director on the Board of the Company
died on 16.07.2015 The Board places its appreciation on record for the
valuable services it received from Mr. Sarkar during his association
with the Company.
Necessary declaration as required under section 149(7) of the Companies
Act, 2013 confirming that they meet the criteria of Independence and
are eligible to continue as Independent Director has been received from
Mr. Rahul Singhi and Mr. H. S. Senapati, the Independent Directors on
the Board and from Ms. Puja Jhunjhunwala and Ms. Dipali Sharma proposed
to be appointed as Independent Directors at the ensuing Annual General
Meeting.
Mr. S. N. Jhunjhunwala, Director, retires by rotation and being
eligible has offered himself for re-appointment at the ensuing Annual
General Meeting. Mr. A. B. Chaturvedi, Director was additionally
appointed as CFO of the Company during the year.
A meeting of Independent Directors was held during the year where
performance of non-independent Directors was evaluated. The
performance of Independent Directors was evaluated by the Board. The
performance of an individual director is evaluated based on the
performance of the department/unit of which he is the functional head.
The performance of the Board as a whole or its committee is evaluated
based on the performance of the Company.
Details about the nos. of Board meeting held during the year, the
composition of Audit Committee and the number of times it met during
the year are disclosed in the Corporate Governance Report which forms a
part of this report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has framed vigil mechanism and whistle blower policy for
Directors and employees to report genuine concern The details are
available on Company's website, www.jjexporters.com.
PARTICULARS OF CONTRACTOR OR ARRANGEMENTS WITH RELATED PARTIES
All the contracts and arrangements entered into with related parties
during the year were at arm's length basis. Details of the same are
given in Form OAC-2 and is annexed to the report.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report given by M/s. MR & Associates, Company
Secretaries in practice, is annexed to the report.
RISK MANAGEMENT POLICY
Details of Risk Management Policy are given in Corporate Governance
Report and forms a part of this report.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No.MGT-9 is annexed to the
report and forms a part of the Board's report
NOMINATION AND REMUNERATION COMMITTEE
The Remuneration Committee of Board of Directors was renamed as
Nomination and Remuneration Committee during the year. The Committee
identifies and recommends suitable candidates as Members of Board, Key
managerial personnel and other Senior Management. The remuneration
policy of the Company aims to ensure fair remuneration for the
employees based on their performance. It also ensures to eliminate
discrimination while fixing the remuneration of various employees.
OVERSEAS SUBSIDIARIES AND JOINT VENTURE
Your Directors have disposed of its investment in the subsidiary viz.
J. J. Creations at Belgium during the year. As such, the said J. J.
Creations has ceased to be a subsidiary of the Company.
The performance of the other subsidiary viz. Spin International Inc.
was, by and large, satisfactory during the year.
RETAIL SHOWROOM
The performance of Company's retail showroom 'ONSET at Kolkata was by
and large satisfactory during the year.
DIVIDEND
Owing to loss, your Directors do not recommend any dividend for the
year.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 134(3) (c) of the Companies Act, 2013, your
Directors confirm that
(a) in the preparation of the annual accounts, 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 loss of the
Company for that period;
(c) the directors had 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 had prepared the annual accounts 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 were
adequate and operating effectively.
CORPORATE GOVERNANCE
Your Company has consistently been complying with the Corporate
Governance Code prescribed by SEBI and a detailed report on Corporate
Governance together with a Certificate of Compliance from the Statutory
Auditors, as required by Clause 49 of the Listing Agreement, forms a
part of this Annual Report.
AUDITORS
M/s. Salarpuria Jajodia & Co., Chartered Accountants, Kolkata, bearing
Registration No.302111E, were appointed as auditors of the Company for
three years at the 41st Annual General Meeting held on 29.09.2014, to
hold office till the conclusion of the 44th Annual General Meeting to
be held in the year 2017. However, a certificate has been obtained from
them that their appointment is within the limits prescribed by the Act
and they continue to meet the criteria specified u/s.141 of the
Companies Act, 2013.
The remark in Auditors Report read with notes to Accounts are
self-explanatory and need no further clarification.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
A) Conservation of energy and technology absorption :
The Company had closed its unit at Bangalore w.e.f. 01.04.2013. The
unit at Gangarampur continued to be under temporary closure during the
year.
The particulars in respect of conservation of energy and technology
absorption in respect of Bhagalpur Unit are given in Annexure 'A
forming part of this report pursuant to Section 134(3)(m) of Companies
Act, 2013 and rules made thereunder,
B) Foreign Exchange earnings and outgo :
The information is contained in Item No.16 of Note No. '23' in notes to
the accounts.
INVESTMENTS
The details of investments are given in Note No. '8' annexed to the
annual accounts of the Company.
SUBSIDIARY COMPANIES
The particulars, as required under Section 134 of the Companies Act,
2013 and Rules made thereunder, in respect of Company's subsidiaries
viz. Spin International INC. and J. J. Creations S.A are as follows :
I. Financial Performance A. Spin International B. J J Creations
(Amount in USD) (Amount in Euro)
(For the year (For the period
ended 31.03.15) ended 30.09.14)
Sales 1,297,095 295
Cost of goods 1,042,935 1,639
Gross Profit 254,160 (1,344)
Overheads 304,539 82
Income from operation (50,379) (1426)
Other Income 17,769 -
Income before tax (32,610) (1426)
Income Tax 3,255 -
Net Income (35,865) (1426)
II. Financial position as on 31.03.2015
Current liabilities 40,950
Capital 1,000
Reserve & Surplus 785,188
Total Liability 827,138
Current Assets 764,728
Fixed Assets 3,685
Investments 58,725
Total Assets 827,138
In respect of J J Creations, details of Balance Sheet are not given as
it ceased to be a subsidiary of the Company during the year.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits during the year. No
deposits were outstanding at the beginning of the year.
MANAGERIAL REMUNERATION
i) The ratio of remuneration paid to each Director during the year to
the median remuneration of the employees of the Company
A. Executive Directors
Name of the Director Remuneration Ratio
Mr. S. N. Jhunjhunwala Rs. 739200 6.08
Mr. Rajiv Jhunjhunwala Rs. 672000 5.53
Mr. A. B. Chaturvedi Rs. 836420 6.90
B. The Non-Executive Directors receive remuneration by way of sitting
fees for attending Board and Committee Meetings. Such remuneration to
each of the Non-Executive Directors for the financial year was lower
than the median remuneration of employees for the year.
ii) Percentage increased in the remuneration of each Directors & Key
Managerial Personnel
Percentage increased
Mr. S. N. Jhunjhunwala, Executive Chairman & CEO (40.00%)
Mr. Rajiv Jhunjhunwala, Vice Chairman (40.00%)
Mr. A. B. Chaturvedi, Whole Time Director & CFO 4.50%
Mr. S. L. Agrawal, Company Secretary 4.70%
i) Percentage increased in the median remuneration of employees during
the year : NIL
ii) No. of permanent employees on the Roll as on 31.03.2015 292 (Two
hundred ninety two)
iii) Market capitalization as on 31.03.2014 Rs. 957.72 lacs
31.03.2015 Rs. 635.39 lacs
Variation (Rs. 322.33 lacs)
iv) Price at which the last
Public offer was made Rs. 70/- per share
v) Percentage increase/decrease
in market quotation of the
shares of the Company in
comparison to the price at
which the last public offer
was made -90.20%
vi) Variation in the net worth
of the Company as at close
of current financial year and
previous financial year. Rs. (265.30) lacs
vii) Ratio of the remuneration
of the highest paid Director
to that of the employees who are
not Directors but received
remuneration in excess
of its highest paid Director
Remuneration of highest paid
Director (Mr. A. B. Chaturvedi) Rs. 8.36 lacs
Remuneration to employees who
are not Directors but received
remuneration In excess of
its highest paid Director :
i) Mr. S. L Agrawal, Co. Secretary Rs.13.32 lacs
ii) Mr. N. K. Sharma, General
Manager (BLR) Rs.10.92 lacs
Total Rs. 24.24 lacs
Ratio : 8.36 : 24.24 i.e. 0.34
It is hereby affirmed that the remuneration is as per the remuneration
policy of the Company.
Other particulars as required under clause (v) to (ix) of Rule 5(1) of
Companies (Apt & Rumination of Managerial Personnel) Rules, 2014 are
not applicable to the Company.
ACKNOWLEDGEMENTS
Your Directors place on record their deep appreciation for the
continued assistance and co-operation extended to the Company by its
customers, investors, bankers, government agencies and its dedicated
band of employees.
By Order of the Board
Registered Office:
59, Elliot Road S. N. Jhunjhunwala
Kolkata - 700 016 Executive Chairman
Dated : 31st July, 2015 (DIN : 0006345) |