TO THE MEMBERS OF JAI MATA GLASS LIMITED
Your Directors take pleasure in presenting the Forty-third (43rd) Annual
Report on the business and operations of Jai Mata Glass Limited ("Company")
together with the Standalone audited financial statements of your Company for the
financial year ended March 31, 2023.
1. FINANCIAL RESULTS:
The financial performance of your Company for the year ended March 31, 2023 is
summarized below:
(Rs., Lacs)
Particulars |
Current Year |
Current Year |
|
2022-23 |
2021-22 |
| Sales & operating Income |
31.65 |
43.96 |
| Other Income |
7.51 |
34.29 |
| Total Income |
39.16 |
78.25 |
| Total Expenses |
37.98 |
87.39 |
| Profit/(loss) before tax |
1.18 |
(9.14) |
| Current Tax |
0.00 |
0.00 |
| MAT Credit entitlement |
0.00 |
0.00 |
Profit/ (Loss) for the year |
1.18 |
(9.14) |
2. State of Company's Affairs and Overview of Performance:
Your Company is a Public Listed Company domiciled in India and incorporated under the
provision of Companies Act, 1956. Its shares are listed on the BSE Limited. The Company
was engaged in Glass business and is one of the leading name in designer glass. The
Company is envisaging and diversifying into glass and glass products and has been
appointed as a selling agent of figured glass.
During the Financial year 2022-23, the total revenue from operations of the Company was
at Rs. 39.16 Lacs as against Rs. 78.25 Lacs in previous year 2021-22. Further, Net Profit
for the year is Rs. 1.18 Lacs as compared to Net loss of Rs.9.14 Lacs in previous year
2021-22. The Earning per Share for the year was Rs. 0.001 as compared to (0.009) in
previous year.
The Company continue to make significant progress in building new business &
revenue-lines on the back of existing platform capabilities. Your directors are planning
to diversify the business of the Company in new segments and areas these initiatives also
enabled the improved performance and, Directors are further hopeful that business
environment shall improve in the near future.
3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY:
During the year under review, there is no material change affecting the financial
position of the Company. However, the restrictions imposed by SEBI vide its Order no.
WTM/AB/IVD/ID19/14250/2021-22 dated 23rd November, 2021 in financial year
2021-22, imposing monetary penalty for Rs. 15 Lacs and restraining the Company from
accessing the securities market and dealing in securities for a period of one year has
been withdrawn. And, the Company is now allowed to deal in Securities market (directly and
indirectly) w.e.f 23rd November, 2022.
4. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULAOTRS, COURTS AND
TRIBUNALS
During the year under review, there has been no such significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
company's operations in future.
5. SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 117,500,000/- (Rupees Eleven Crore
Seventy-Five Lakh) divided into 100,000,000 (Ten Crore) equity shares of Rs. 1/- (Rupees
One) each and 175,000 (One Lakh seventy five thousand) preference Shares of Rs 100/-
(Rupees Hundred) each.
The Paid-up Share Capital of the Company is Rs. 100,000,000/- (Rupees Ten Crore)
divided into 100,000,000 (Ten crore) equity shares of Rs. 1/- (Rupees One) each.
Further, there is no change in Authorized Share Capital and Paid-up Share Capital of
the Company during the financial year under review.
6. DIVIDEND:
The Company has earned a profit of Rs. 1.18 Lacs during the financial year 2022-23,
however, with a view to conserve resources and to exploring new business opportunities, no
dividend is recommended for the period under review.
7. DEPOSITS:
The Company has not accepted any deposits from the public during the period under
review.
8. SUBSIDIARIES , JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year, no company had become a subsidiary or associate company of your
Company. Further, your Company had not entered into any joint venture with any other
company or other entity.
9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, the Company has not entered into any contracts and
arrangements with the related party as per the provisions of Section 188 of the Companies
Act, 2013.
10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in Note no. 4 and 6 of the audited accounts.
11. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, is presented in a separate section which forms part of the Annual Report
as "Annexure A"
12. BOARD OF DIRECTORS:
During the year 2022-23, The Board of Director is comprised of the following Directors:
1. Mr. Chander Mohan Marwah- Managing Director
2. Mrs. Anu Marwah- Non-Executive Director
3. Mr. Krishan Kant- Non-Executive Independent Director
4. *Mr. Vijay Kumar Nayar- Non-Executive Independent Director
Mrs. Anu Marwah (DIN: 00645865), Director of the Company, retires by rotation at the
ensuing annual general meeting and, being eligible, has offered herself for reappointment.
Mr. Parminder Singh Kalsi having, DIN-10152883, has been appointed as an additional
(Non- Executive Independent) Director w.e.f from 18th May, 2023 for a period of
5 years subject to approval of Shareholders of the Company in the ensuing General Meeting.
*Further, Mr. Vijay Kumar Nayar, due to his increased occupancy in other business, has
resigned from the Directorship of the Company w.e.f 18th May, 2023.
The Independent directors of the Company have confirmed that they are qualified to hold
office as independent directors of the Company as per the provisions of section 149(6) of
the Companies Act, 2013.
13. COMMITTEES:
The various Committees, as required by the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, have been constituted/
reconstituted amongst members of the Board. The composition of the various committees as
on 31.03.2023 is as under:
| S. No. |
Name of the Committee |
Chairman |
Members |
1. |
Audit Committee |
Mr. Krishan Kant |
Mr. Chander Mohan Marwah *Mr. Vijay Kumar Nayar |
2. |
Stakeholders Relationship Committee |
Mr. Krishan Kant |
Mr. Chander Mohan Marwah Mrs. Anu Marwah |
3. |
Nomination and Remuneration Committee |
*Mr. Vijay Kumar Nayar |
Mr. Krishan Kant Mrs. Anu Marwah |
However, Mr. Parminder Singh Kalsi having, DIN-10152883, has been appointed as an
additional (Non- Executive Independent) Director w.e.f from 18th May, 2023 for
a period of 5 years subject to approval of Shareholders of the Company in the ensuing
General Meeting.
*Further, Mr. Vijay Kumar Nayar, due to his increased occupancy in other business, has
resigned from the Directorship of the Company w.e.f 18th May, 2023.
14. KEY MANAGERIAL PERSONNEL (KMPs):
Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are
to be mandatorily appointed by every company belonging to such class or classes of
companies as may be prescribed in the section. Following are the persons holding office as
whole time key managerial personnel of your Company as at March 31, 2023:
a. CEO/ Managing Director/Manager: Mr. Chander Mohan Marwah was appointed as Managing
Director of the Company.
b. Chief Finance Officer (CFO): Mr. Lalit Mohan Anand was appointed as CFO of the
Company w.e.f. 28.05.2016.
c. Company Secretary & Compliance Officer: Ms. Amrita Mittal was appointed as
Company Secretary & Compliance Officer of the Company in terms of provisions of
Section 203 of Companies Act, 2013 w.e.f. 26.10.2019.
15. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013, and Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors
has carried out an annual performance evaluation of its own performance, the individual
directors as well as evaluation of working of its Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee.
16. MEETINGS:
A calendar of Meetings of the Board of Directors of your Company is prepared and
circulated in advance to the Directors.
During the year, 5 (Five) Board Meetings and 4 (Four) Audit Committee Meetings were
convened and held, the details where of are given in the Corporate Governance Report which
forms part of this Annual Report. The intervening gap between the Board Meetings was
within the period prescribed under the Companies Act, 2013.
17. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has duly constituted the Nomination and Remuneration Committee and the
Stakeholders Relationship Committee comprising non-executive directors of which not less
than one half of the members are independent directors.
During the year 2 (Two) Nomination & Remuneration Committee Meetings and 4 (Four)
Stakeholder & Relationship Committee Meetings were convened and held, the details
where of are given in the Corporate Governance Report which forms part of this Annual
Report.
18. INDEPENDENT DIRECTORS:
Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the
Company held a meeting during the year for the financial year 2022-23 on 28th
March, 2023. The said meeting was attended by the Independent Directors of your Company.
Mr. Parminder Singh Kalsi having, DIN-10152883, has been appointed as an additional
(Non- Executive Independent) Director w.e.f from 18th May, 2023 for a period of
5 years subject to approval of Shareholders of the Company in the ensuing General Meeting.
Also, Mr. Vijay Kumar Nayar, Non- Executive Independent Director, due to his increased
occupancy in other business, has resigned from the Directorship of the Company w.e.f 18th
May, 2023.
19. SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT,
2013:
In accordance with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal
Complaints system where any grievance of sexual harassment at workplace can be reported.
The objective is to provide its women employees, a workplace, free from
harassment/discrimination and every employee is treated with dignity and respect.
Your Directors declared and confirm that no complaint pertaining to sexual harassment
at workplace has been reported during the financial year ended March 31, 2023.
20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud and
mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained
in the Corporate Governance Report and have also been posted on the website of the
Company.
21. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:
Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the Securities
Exchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations,
2015. Mr. Navneet Kumar, Practicing Company Secretary has certified that none of the
Directors on the Board of the Company for the Financial year ended 31st March,
2023 have been debarred or disqualified from being appointed or continuing as Directors of
Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or
any such other statutory authority.
The aforesaid Certificate is attached as "Annexure B"
22. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013, it is
hereby confirmed that: a. In the preparation of annual accounts, the applicable accounting
standards have been followed and there are no material departures from the same;
b. The Directors have 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 as at March 31, 2023 and of the profit
earned by the Company during the year ended on that date.
c. The Directors have 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 have prepared the annual accounts of the Company on a ‘going
concern' basis;
e. The Directors have laid down Internal Financial Controls to be followed by the
Company and that such Internal Financial Controls are adequate and are operating
effectively; and
f. The Directors have devised proper systems to ensure compliance with provisions of
all applicable laws and that such system are adequate and operating effectively.
23. STATUTORY AUDIT:
M/s Khiwani & Co, Chartered Accountants, (Firm Registration No. 002589N), New Delhi
was appointed as Statutory Auditors of the Company in the 42nd Annual General
Meeting held last year for a period of 5 years upto the AGM to be held in 2027.
M/s Khiwani & Co, Chartered Accountants, have confirmed their eligibility for
continuing as Auditors for Financial Year 2023-24.
The Notes on Accounts referred to in the Auditors' Report are self-explanatory and
therefore, do not require any further comments. There is no qualification or adverse
remark in the Auditors Report which requires the directors to give any explanation.
24. 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 had
appointed M/s. Navneet Kumar & Associates (Peer Review No. 3184/2023) Certificate of
Practice No: 8700), Practicing Company Secretaries to undertake the Secretarial Audit of
the Company for the Financial year 22-23. The Secretarial Audit Report for the year under
review is attached as "Annexure C".
Further the board in their meeting held on 11.04.2023 has re-appointed M/s. Navneet
Kumar & Associates, Practicing Company Secretaries having Peer Review No. 3184/2023 as
Secretarial Auditor of the company to conduct the secretarial audit of the company for the
financial year 2023-24.
25. CORPORATE GOVERNANCE:
Your Company is committed to maintain highest standard of Corporate Governance. The
Directors adhere to the requirements set out by the Securities and Exchange Board of
India's Corporate Governance practices and have implemented all the prescribed
stipulations. The Report on Corporate Governance, as stipulated under Regulation 17, 18,
19, 20, 21, 22, 23, 24, 25, 26, 27 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company, confirming compliance with
the conditions of Corporate Governance, as stipulated under the aforesaid Regulation 34(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of
this Annual Report.
26. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Due to non-applicability of the provisions relating to conservation of energy and
technical absorption, no particulars are required to be disclosed in this Report.
Foreign Exchange Earnings and Outgo: |
Rs., Lacs |
| Foreign Exchange Earned |
Nil |
| Foreign Exchange Used |
Nil |
27. EXTRACT OF ANNUAL RETURN:
In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of
the Companies Act, 2013, the Annual Return and its extract as on 31st March,
2023 is available on the Company's Website at www.jaimataglass.com.
28. BUSINESS RISK MANAGEMENT:
The Board encompasses practices relating to the identification, analysis, evaluation,
mitigation and monitoring of business risk, risk tolerance limits and risk exposure
related to specific issues. As the Risk
Management is an integral part of the Company's business strategy, the board reviews
compliances with the risk policies and provides an oversight of risk across the
organization. The Board nurtures the healthy and independent risk management function to
inculcate a strong risk management culture in the Company.
29. INTERNAL CONTROL SYSTEMS:
The Company's internal control systems is designed to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial reporting
and compliance with laws and regulations. The Company's internal control is commensurate
with the size, nature and operations of the
Company.
30. PAYMENT OF ANNUAL LISTING FEE TO BSE:
The Company has paid Annual Listing Fee of Rs. 3,54,000 (Inclusive GST) for the
Financial year 2022-23 to BSE Limited on 14th July, 2022.
31. COMPLIANCE OF THE APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards.
32. ANNUAL REPORT AVAILABLE ON WEBSITE:
The Annual Report of your Company for the year 2022-23 is available for viewing on your
Company's website at www.jaimataglass.com.
33. ACKNOWLEDGEMENTS:
The Directors avail this opportunity to express their appreciation for the confidence
reposed in them by the shareholders and clients of the Company and look forward to their
continued support.
|
For and on behalf of the Board of Directors |
|
Sd/- |
Sd/- |
|
Chander Mohan Marwah |
Anu Marwah |
|
(Managing Director) |
(Director) |
|
DIN: 00172818 |
DIN: 00645865 |
Place: New Delhi |
|
|
Date: July 20th, 2023 |
|
|
|