To,
The Members,
Jattashankar Industries Limited
The Directors of your Company have pleasure in presenting their 36th
Annual Report together with Audited accounts of the Company for the year ended March 31,
2024.
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 March,
2024 (Rs in Lakhs) |
Year ended 31st March, 2023
(Rs in Lakhs) |
Revenue from Operation |
1631.32 |
1573.78 |
Other Income |
90.76 |
59.41 |
Profit Before Exceptional and
Extraordinary Items and Tax |
91.06 |
79.48 |
Exceptional Item other income |
367.42 |
- |
Profit Before Tax |
458.48 |
79.48 |
Taxes |
76.19 |
26.97 |
Profit After Tax |
382.29 |
52.51 |
Brought forward profit
/(losses) |
721.67 |
669.16 |
Carried forward profit |
1103.96 |
721.67 |
Review of Operations
During the year under review, The Company's turnover for the
Financial Year 2023-24 is Rs. 1631.32 Lacs as against Rs. 1573.78 Lacs in the previous
year. The profit after tax Rs. 382.29 Lacs includes Exceptional Gain of Rs. 303.04 (net of
Tax) as against the profit after Tax Rs. 52.51 Lacs in the previous year.
Overall performance for the year is increase from previous year as sale
has been increased slightly from the previous year. During the year, Company has disposed
off its immovable property in FY 2023-24.
Dividend
Your directors regret their inability to recommed dividend in order to
conserve resources for future growth of the Company.
Transfer to Reserves and Surplus:
The whole profit after tax has been transferred to P&L surplus.
Share Capital
There was no change in the Company's share capital during the year
under review. The Company's paid-up equity share capital as on March 31, 2024
remained at Rs. 43,871,000/- comprising of 4,387,100 equity shares of Rs. 10/- each.
The Company has not bought back any securities or issued any Sweat
Equity shares or bonus shares or provided any stock option scheme to employees during the
year under review.
Change in the Nature of Business:
There is no change in nature of business of the Company during the
Financial Year under review.
Number of Meetings of the Board
During the year Ten Board Meetings were convened and held. The details
are given below. The intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013.
JATTASHANKAR INDUSTRIES LIMITED
| Date of Board Meeting |
Total Strength of the Board |
No. of Directors Present |
| 13th April 2023 |
6 |
6 |
| 22nd May, 2023 |
6 |
6 |
| 11th August, 2023 |
6 |
6 |
| 14th August, 2023 |
6 |
4 |
| 06th October, 2023 |
6 |
4 |
| 03rd November,
2023 |
6 |
6 |
| 24th January, 2024 |
6 |
6 |
| 13th February,
2024 |
6 |
6 |
| 06th March, 2024 |
6 |
4 |
| 20th March, 2024 |
6 |
4 |
Directors
The Board in conjunction with its committees ensures transparency,
responsibility, and accountability with an aim to create long-term sustainable growth. All
Directors are astute professionals coming from varied backgrounds possessing rich
experience and expertise. The Board of Directors (the Board) holds a fiduciary position to
promote the success of the Company for the benefit of its members. They are entrusted to
direct, monitor and guide the Management towards building of such goals and objectives
that guarantees effectiveness and enhancement of shareholder value and fulfils their
aspirations.
Name of Director |
Designation |
Date of Appointment |
DIN/PAN |
Jattashankar Poddar |
Managing Director |
01/10/2014 |
00335747 |
Sharad Poddar |
Director |
01/10/2014 |
00335806 |
Udit Sanatkumar Master |
Independent
Director |
02/09/2002 |
02424071 |
Sandeepkumar Modi |
Independent
Director |
31/05/2001 |
02420276 |
Richa Sushil Choudhary |
Independent
Director |
09/08/2021 |
07218765 |
Ankur Sharad Poddar |
Director and CFO |
25/03/2017 |
03102299 |
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Company's Articles of Association, Ankur Sharad Poddar (DIN: 03102299),
Director shall retire by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment as a Director of the Company.
The Board recommends his re-appointment for the consideration of the
members of the Company at the ensuing Annual General Meeting.
Key Managerial Personnel
Mr. Jattashankar Poddar, Managing Director, Mr. Ankur Poddar, Chief
Financial Officer and Mrs. Varsha Maheshwari, Company Secretary are the key managerial
personnel of the Company.
During the year under review, there was no change in Key Managerial
Personnel of the Company as prescribed under Section 203 of the Companies Act, 2013.
Declaration by Independent Directors
Your Company appointed Independent Directors who are renowned people
having expertise/experience in their respective field/profession. In compliance with
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing
Regulations, all Independent Directors have given a declaration that they meet the
criteria of independence as provided under law. None of the Independent Directors are
promoters or related to Promoters. The Non-executive Independent Directors have no
pecuniary relationship or transactions with the Company in their personal capacity except
for sitting fees drawn by them for attending the meeting of the Board and Committee(s)
thereof and further do not hold two percent or more of the total voting power of the
Company.
The Declarations required under Section 149(7) of the Companies Act,
2013 from the Independent Directors of the Company confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Companies Act, 2013, was duly
received by the Company
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Agreement, the Board has carried out an annual performance evaluation, in the specified
manner, 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.
Committees of the board Audit Committee
The Audit Committee which acts as a link between the management,
external and internal auditors and the Board of Directors of the Company is responsible
for overseeing the Company's financial reporting process by providing direction to
audit function and monitoring the scope and quality of internal and statutory audits.
The composition of the Committee is in compliance with the provisions
of Section 177 of the Companies Act, 2013 and Regulation 18 SEBI (LODR) Regulations, 2015.
The Chairperson of the Committee is a NonExecutive Independent Director.
Composition of Audit Committee of the Company
Sr No. Name of the
Director |
Category |
Designation |
1 Mr. Udit S Master |
Non-Executive - Independent
Director |
Chairman |
2 Mr. Sandeep Kumar Modi |
Non-Executive - Independent
Director |
Member |
3 Mr. Jattashankar Poddar |
Executive Director |
Member |
The Committee members meet regularly and make their recommendations in
accordance with the terms of reference specified by the Board. Such recommendations are
thoroughly discussed in Board meetings and by and large accepted for implementation.
Audit Committee Meetings held and Attendance of Directors during the
Year 2023-24
| Date of Meeting |
Total No of Directors |
Total no of Directors
Present |
| 22nd May, 2023, |
3 |
3 |
| 11th August, 2023 |
3 |
3 |
| 03rd November,
2023 |
3 |
3 |
| 21st November,
2023, |
3 |
3 |
| 13th February,
2024 |
3 |
3 |
The Audit Committee acts in accordance with the broad terms of
reference specified by the Board of Directors in adherence to Section 177 of the Companies
Act, 2013 (the ‘Act'). The scope of activities of the Audit Committee includes
the areas laid out in Section 177 of the Act and Part C of Schedule II of SEBI (LODR)
Regulations, 2015
Nomination & Remuneration Committee
The composition of the Committee is in compliance with the provisions
of Section 178 of the Companies Act, 2013 and Regulation 19 of the of the SEBI (LODR)
Regulations, 2015. The Chairperson of the Committee is a Non-Executive Independent
Director.
Composition of Nomination & Remuneration Committee of the Company
Sr. No. Name
of the Director |
Category |
Designation |
01. Ms. Richa Choudhary Sushil |
Non-Executive - Independent
Director |
Chairman |
02. Mr. Sandeep Kumar Modi |
Non-Executive - Independent
Director |
Member |
03. Mr. Udit S Master |
Non-Executive - Independent
Director |
Member |
The role of NRC includes the areas laid out in Section 178of the Act
and Part D of Schedule II of the SEBI (LODR) Regulations, 2015. The Board of Directors on
recommendation of the NRC has adopted a policy for evaluation of the Board, its
committees. Nomination & Remuneration Policy has been framed, adopted and implemented
by the Nomination and Remuneration Committee, with broad objectives, for determining and
recommending the remuneration of the Directors, KMP and Senior Management to the Board.
Sr. No. Date of Meeting |
Total No of Directors |
Total no of Directors
Present |
01. 22nd May, 2023, |
3 |
3 |
02. 11th August,
2023 |
3 |
3 |
Stakeholders Relationship Committee
The composition of the Committee is in compliance with the provisions
of Section 178 of the Companies Act, 2013 and Regulation 20 SEBI (LODR) Regulations, 2015.
The Chairman of the Committee is a NonExecutive Independent Director. During the year, The
Company had received complaints and all Complaints had been Resolved.
Composition of Stakeholder's Relationship Committee of the Company:
Sr. No. Name
of the Director |
Category |
Designation |
01. Ms. Richa Sushil Choudhary |
Non-Executive - Independent
Director |
Chairman |
02. Mr. Udit S Master |
Non-Executive - Independent
Director |
Member |
03. Mr. Jattashankar Poddar |
Executive Director |
Member |
Stakeholder's Relationship Committee Meetings held and Attendance
of Directors During the Year 2023-24:
| Date of Meeting |
Total No of Directors |
Total no of Directors
Present |
| 22nd May, 2023, |
3 |
3 |
| 11th August, 2023 |
3 |
3 |
| 03rd November,
2023 |
3d>
| 3 |
| 13th February,
2024 |
3 |
3 |
Independent Directors Meeting
During the year under review, the Independent Directors met on 24th
March, 2024 inter-alia, to discuss:
> Evaluation of the performance of Non independent Directors &
the Board of Directors as whole;
> Evaluation of the performance of the Chairman of the Company,
taking into account the views of the executive and non-executive directors.
> Evaluation of the quality, content and timelines of flow of
information between the management and the board that is necessary for the board to
effectively & reasonably perform its duties.
Performance Evaluation
Formal Annual evaluation has been made by the Board of its own
Performance and that of its Committees & Individual Directors during the meeting of
Board of Directors and by common discussion with concerned persons.
Vigil Mechanism
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in
accordance with Regulation 22 of the Listing Regulations, the Company had adopted
‘Vigil Mechanism Policy' for Directors, Employees, and other Stakeholders of the
Company to report concerns about unethical behaviour. The policy provides a
mechanism, which ensures adequate safeguards to Employees, Directors
and other stakeholders from any victimisation on raising concerns of any violations of
legal or regulatory requirements, incorrect or misrepresentation of any, financial
statements and reports, and so on.
The Vigil Mechanism policy is available on the website of the Company
at www.jsil.in.
Annual Return
Pursuant to Section 92(3) read with section 134(3) (a) of the Act, a
copy of the Annual Return of the Company for the financial year under review prepared
under Section 92(1) of the Act read with Rule 11 of Companies (Management and
Administration) Rules, 2014 in prescribed Form No. MGT-7 will be placed on the website of
the Company https://www.isil.in/ir-annual-return-and-extract-of-annual-return.php.
Auditors
M/s. K.K. Jhunjhunwala & Co., Chartered Accountants (Firm
Registration No. 111852W) were Reappointed as Statutory Auditors of the Company at the 34th
AGM held on 22nd September, 2022, to hold office till the conclusion of ensuing
39th AGM.
The Auditors have issued an unmodified opinion on the standalone
Financial Statements for the financial year ended 31st March, 2024. The said
Auditors' Report(s) for the financial year ended 31st March, 2024 on the financial
statements of the Company forms part of this Annual Report.
Auditors Report
The Auditors' Report on the financial statements of the Company
form a part of the Annual Report. There is no qualification, reservation, adverse remark,
disclaimer, or modified opinion in the Auditors' Report, which calls for any further
comments or explanations. 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.
The Auditors have not reported any matter to the Company required to be
disclosed under Section 143(12) of the Companies Act, 2013.
Internal Auditor:
To conduct Internal Audit of the Company, The Company were appointed
M/s Fogla Agarwal and Associates LLP as the Internal Auditor of the Company to conduct
Internal Audit of the Company for FY 2023-24 in accordance with Section 138 of the
Companies Act of 2013 read with Rule 13 of the Companies (Accounts) Rules of 2014.
The Internal Auditor of the Company directly reports to the Audit
Committee for functional matters. The Audit Committee reviews internal audit report and
internal control measures at its quarterly meetings. Company's internal controls are
commensurate with the size and operations of the business. Continuous internal monitoring
mechanism ensures timely identification and redressal of issues.
Secretarial Audit and Audit Report
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 re-appointed Kala Agarwal, Practicing Company Secretary, COP no. 5356, to
undertake the secretarial audit of the Company, As required under Section 204 (1) of the
Companies Act, 2013.
The Secretarial Audit Report for the financial year ended 31st March,
2024 is attached as Annexure - IV of this Board's Report.
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 and
Particulars of Loans, Guarantees and Investments
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.
Details of Fraud
During the year under review, the auditors i.e. statutory auditors and
secretarial auditors have not reported any matter under section 143(12) of the Act, and
therefore, no details are required to be disclosed under section 134(3) (ca) of the Act.
Related party Transactions
The Company has formulated a policy on dealing with Related Party
Transactions. The policy is placed on the website of the Company.
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 and were
placed before Audit committee for approval. The Related Party Transactions are disclosed
in the notes of financial statements for the financial year 2023-24. The disclosure of
Related party transction in the note no 28 of the notes to the accounts of financial
Statements.
Material Changes and Commitments affecting the financial position of
the Company
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report.
Significant and Material Orders passed by The Regulators or Courts
There is no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
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, 88 and Rule 8 (3) of Companies (Accounts) Rules, 14 and forming part of the report
of the Directors. Annexure-I
Particulars of Employees
The disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
Report as Annexure-III.
The information required under section 197 of Companies act 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms
part of this Annual Report. However, this information is not sent along with this report
pursuant to provision of section 136 of the Act. Any shareholder interested in obtaining a
copy of the same may write to the Company at jattashankarind@yahoo.com from their
registered e-mail address.
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.
Familiarization Programme for Independent Directors
Independent Directors are familiarized with their roles, rights and
responsibilities in the Company as well as with the nature of industry and business model
of the Company through induction programmers at the time of their appointment as Directors
and through presentations on economy & industry overview, key regulatory developments,
strategy and performance which are made to the Directors from time to time.
Transfer of Amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to investor
Education and Protection Fund as on 31st March, 2024.
Corporate Social Responsibility Initiatives
The criteria prescribed for the applicability of Corporate Social
Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the
Company.
Stock Exchange
The Company's equity shares are listed at BSE Limited and the
Annual Listing Fees for the year 2023-2024 has been paid to the Exchange.
Secretarial Standards Compliance
During the year under review, the Company has complied with all the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.
Industrial Relations
The relations between the employees and the Management have remained
cordial and harmonious during the year under review.
Risk Management Policy:
The Company has formed a business risk management committee consisting
of Mr. Jattashankar Poddar (Chairman), Mr. Udit Master Member, Mr. Sandeepkumar Modi, Mr.
Sharad Poddar as members of the Committee.
During the year of review, company engaged in the process of Risk
Management and evaluate the elements of business risk. The risk management framework
defines the risk management approach of the company and includes periodic review of such
and documentation, mitigating controls and reporting mechanism of risk.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the Listing regulations,
the Management's discussion and analysis report is annexed to the Annual report. (Annexure
-II)
Corporate Governance
In accordance with Regulation 15 of the SEBI(LODR), Regulations, 2015
the Corporate Governance provisions are not applicable to your Company as the Paid-up
Equity Share Capital of the Company is not exceeding Rs. 10 Crores and Net Worth of the
Company is not exceeding Rs. 25 Crores as on the last day of previous financial year.
Accordigly Corporate Governance Report, Certification from Practicing Company Secretary
and Certification from CEO/CFO are not given in Annual Report.
Internal Financial Control Systems and their Adequacy
The Company has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business including adherence to the company's
policies, safeguarding its assets, the prevention on detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial disclosures.
The systems and operations are regularly reviewed by audit committee to
ensure and review their effectiveness and implementation. The audit committee also issues
directives for enhancement in scope and coverage of specific areas, wherever felt
necessary.
The Details of Application Made or any Proceeding Pending under the
Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year along with their status
as at the end of the financial year: -
There was no application made or no proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 the directors
would like to state that: -
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
b) 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;
c) 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.
d) The directors have prepared the annual accounts on a going concern
basis.
e) 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;
f) There is a proper system to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
Acknowledgement
Your directors would like to express their appreciation for the
assistance and co-operation received from the Financial Institutions, Banks, Government
authorities, 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.
Annexure to Directors Report
Annexure I
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.
CONSERVATION OF ENERGY
a) Company ensures that manufacturing operations are conducted in a
manner whereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy
consumption.
c) The total energy consumption as per prescribed Form ‘A' is
as under: -
PART A POWER AND FUEL CONSUMPTION Electricity: --Silvassa
Particulars |
For Year ended 31.03.2024 |
For Year ended 31.03.2023 |
a) Purchased Units (in Lacs) |
8.78 |
8.14 |
Total amount (Rs.in Lacs) |
59.26 |
59.83 |
Rate /Unit (Rs.) |
6.75 |
7.35 |
i. Coal |
0.00 |
0.00 |
ii. Furnace Oil |
0.00 |
0.00 |
iii. Other/Internal Generation
System |
0.00 |
0.00 |
TECHNOLOGY ABSORPTION
The Company has not absorbed or adopted any technology other than
provided by the plant suppliers for manufacturing of texturizing, twisting of yarn.
RESEARCH & DEVELOPMENT
The Company's Head Office (Mumbai) and factory (Silvassa) is
connected with cloud computing system. The head office (Mumbai), Computer's softwares
are updated with Office 365 for better and fast processing work.
Research and Development on improving the production process, yield and
quality is ongoing exercise, Expenditure on Research and Development and its benefit is
not separately quantified at present, since it is continuous exercise merged in the
manufacture and quality and quality control activity.
FOREIGN EXCHANGE EARNINGS / OUTGOES
During the year under review there was no foreign exchange earnings or
outgoes.
|