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Directors Report of Jattashankar Industries Ltd.

Mar 31, 2015

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


Mar 31, 2014

Dear Members,

The Director''s have pleasure in presenting 26th Annual Report and the Audited account of the company for the year ended 31st March 2014.

FINANCIAL RESULTS

YEAR ENDED YEAR ENDED 31.03.14 31.03.13 Rs.in lacs Rs.in lacs

Sales & Processing Charges 2585.63 1989.37

Operating Profit Before Exception item 259.10 119.86

Less: Current Tax and Deferred Tax - -

Profit After Tax 259.10 119.86

Loss brought forward 871.50 991.36

Total Loss available for appropriation 612.40 871.50

REVIEW OF OPERATIONS FOR 2013-14

In the year under review, the turnover of the company has increased to Rs. 2585.63 Lacs from Rs 1989.37 Lacs Operating Profit Margin has also increased to Rs 259.10 Lacs from Rs. 119.86 Lacs due to selling of value added dyed yarn.

The management continues to pursue its efforts to further improve its capacity utilization,operating efficiencies and cost competitiveness to improve its performance in the coming year through increase in Turnover, improved with appropriate restructuring of products and procedures. Outlook for current year will be better barring any unforeseen circumstances.

DIVIDEND

Your directors regret their inability to propose any dividend in view of the accumulated losses of the company.

OPEN OFFER

During the year Open Offer has been made pursuant to Regulation 3(2) and other applicable provisions of SEBI (Substantial Acquisition of Shares and Takeovers ) Regulations,2011 by the Promoters of the Company for acquiring 11,40,646 shares at a price of Rs. 3/- per share and after completion of Open Offer formalities in April 2014,shareholding of promoter''s has been increased from 32.15% to 74.80%.

DIRECTORS 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.

Board of Directors of Company consist of 2 Independent Directors ,Shri Sandeep Kumar Modi and Shri Udit Master , who has been appointed since more than are 5 years as on 01.04.2014 and are liable for retiring by rotation . This year Independent Director Shri Sandeep Modi retires by rotation in coming annual general meeting and being eligible to offer himself for reappointment for period of 5 years as per provision of Companies Act 2013 . Company has received requisite notices in writing from member proposing Shri Udit Master as Independent Director for period of 5 years . The Company has received declaration from both directors confirming that they meet with the criteria of independence as prescribed under Section 149 of Companies Act 2013 and under clause 49 of the Listing Agreement of Stock Exchange.

AUDITORS AND AUDITOR''S REPORT

M/s. Shankarlal Jain &Associates, Chartered Accountants, Auditors of the company, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment for term upto year 2017 as per provsion of new Companies Act 2013.There are no Qualification in Auditor''s Report and notes to accounts are self explanatory .

PARTICULARS OF EMPLOYEES

There were no employees who have received remuneration in excess of of amount prescribed under section 134 of Companies Act,2013 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

As required Under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given Annexure which forms part of this report.

INSURANCE

All the properties of your company including its buildings, plant and machinery and stocks have been adequately insured.

INDUSTRIAL REALATIONS :

During the year ,industrial relations have been extremely cordial . Management thank all the employees of the company for their dedicated and unstinted service and their highly valued contribution and continuing support to your company at all levels.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis are enclosed in ths Annual report.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of Listing Agreement, Coproarte Governance Report & certification of CEO & Practising Company Secretary are enclosed in this Annual report.

ACKNOWLEDGMENTS

Your Directors convey their since thanks to the Government of India,Bankers , Employees, Customers, Agents and suppliers for the support and assistance provided to the company.

For and on behalf of the Board of Directors

Place: Mumbai SD/- Date: 14.08.2014 (JATTA SHANKAR PODDAR) CHAIRMAN


Mar 31, 2013

THE MEMBERS, JATTASHANKAR INDUSTRIES LIMITED.

The Director''s have pleasure in presenting 25th Annual Report and the Audited account of the company for the year ended 31st March 2013.

FINANCIAL RESULTS

YEAR ENDED YEAR ENDED 31.03.13 31.03.12 Rs.in lacs Rs.in lacs

Sales & Processing Charges 1989.37 367.88

Operating Profit Before Exception item 119.86 106.25

Add: Loan and Accrued Interest Written back --- 1372.61

Profit Before Tax 119.86 1478.86

Less: Current Tax and Deferred Tax --- ---

Profit After Tax 119.86 1478.86

Loss brought forward 991.35 2470.22

Total Loss available for appropriation 871.51 991.35

DIVIDEND

Your directors regret their inability to propose any dividend in view of the accumulated losses of the company. REVIEW OF OPERATIONS FOR 2012-13

In the year under review, the turnover of the company has increased to Rs. 1989.37 Lacs . But Operating Profit Margin has reduced due to increase in cost of Inputs and expenses on renovation of Old Plant and Machineries.

The outlook for the current year is expected to be better than year 2013-2014 barring any unforeseen events & the management is taking all necessary measures for revival of the company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 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.

DIRECTOR

Shri Udit Master retired by rotation at the ensuing annual general meeting and being eligible to offer himself for reappointment.

AUDITORS

M/s. Shankarlal Jain &Associates, Chartered Accountants, Auditors of the company, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

There were no employees who have received remuneration in excess of of amount prescribed under section 217(2A) of the Companies Acts 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

As required Under Section 217 (1) (e)of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given annexure which forms part of this report.

FIXED DEPOSITS

Your company has not accepted any fixed deposits and the provisions of Section 58 A of the Companies Act, 1956 are not applicable to the company.

INSURANCE

All the properties of your company including its buildings, plant and machinery and stocks have been adequately insured.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of Listing Agreement ,Corporate Governance Report & certification of CEO & Practicing Company Secretary are enclosed in this Annual report .

ACKNOWLEDGMENTS

Your Directors convey their since thanks to the Government of India, company''s customers, marketing agents and suppliers for the support and assistance provided to the company. Your Directors thank all the employees of the company for their dedicated and unstinted service and their highly valued contribution and continuing support to your company at all levels.

For and on behalf of the Board of Directors

SD/-

(JATTA SHANKAR PODDAR)

CHAIRMAN

Place: Mumbai

Date : 03.09.2013


Mar 31, 2010

The Director's have pleasure in presenting 22nd Annual Report and the Audited account of the company for the year ended 31st March 2010.

FINANCIAL RESULTS

YEAR ENDED YEAR 31.03.10 ENDED Rs.in lacs 31.03.09 Rs.in lacs

Sales & Services 210.26 806.41

Profit Before Exception item 47.46 53.29

Profit Before Tax 47.46 141.77

Less: Fringe Benefit Tax 0.08 0.16

Profit After Tax 47.38 141.61

Loss brought forward 2578.18 2719.79

Total Loss available for appropriation 2530.80 2578.18

DIVIDEND

Your directors regret their inability to propose any dividend in view of the accumulated losses of the company.

REVIEW OF OPERATIONS FOR 2009-10

In the year under review, the turnover of the company has decreased significantly by 73.93% . From May 2009 onwards , due to expiry of sales tax exemption , Company has stop doing any own production & sale & started doing job work of texturising/twisting of yarn. However Profit margin has increased to Rs.47.46 Lacs due to reduction fixed overheads& cost cutting measures & improving efficiencies in manufacturing & other areas .

The out look for the current year is expected to be better than year 2010-2011 barring any unforeseen events & the management is taking all necessary measures for revival of the company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 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.

PROVISION FOR SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT, 1985

The company has been declared sick as per the order of BIFR dated 14.06.02 & Central Bank of India has been appointed as operating agency .As per direction of BIFR/AAIFR , Company has submitted revised DRS to CBI(OA) & BIFR in 2008 . The Company has already done OTS via Assignment of Debts with IDBI, GIIC and Central Bank of India. During current year Company is applying for Scheme of Relief under New Gujarat Govt. GR for Sick Industrial unit registered with BIFR/GBIFR ,for settlement of Principal outstanding of GSFC of around Rs.358 Lacs. If OTS proposal is accepted than the revival of company will be feasible.

DIRECTOR

Shri Sandeep Modi retired by rotation at the ensuing annual general meeting and being eligible to offer himself for reappointment.

AUDITORS

M/s. Shankarlal Jain &Associates, Chartered Accountants, Auditors of the company, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

The company had no employees drawing remuneration of Rs.3,00,000/- per annum or Rs.25,000/- or more per month during the year under review and hence no statement as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is required.

CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

As required Under Section 217 (1) (e)of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given annexure which forms part of this report.

FIXED DEPOSITS

Your company has not accepted any fixed deposits and the provisions of Section 58 A of the Companies Act, 1956 are not applicable to the company.

INSURANCE

All the properties of your company including its buildings, plant and machinery and stocks have been adequately insured.

COMPLIANCE REPORT

Compliance Certificate submitted by Practicing Secretary Kala Agarwal for the year ended 31.03.2010 shall be part of this report

ACKNOWLEDGMENTS

Your Directors convey their since thanks to the Government of India, The Government of Dadra & Nagar Haveli, Ltd., Gujarat State Financial Corporation ,the company's customers, marketing agents and suppliers for the support and assistance provided to the company. Your Directors thank all the employees of the company for their dedicated and unstinted service and their highly valued contribution and continuing support to your company at all levels.



For and on behalf of the Board of Directors

SD/-

(JATTA SHANKAR PODDAR)

CHAIRMAN Place: Mumbai

Date : 06.09.10

 
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