Mar 31, 2015
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)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Forty first Annual
Report, together with the Audited Accounts of the Company for the year
ended 31st March, 2014.
FINANCIAL RESULTS (Rs. in Lacs)
2013-14 2012-13
Profit before Tax, Depreciation and Extra
Ordinary Items (1543.45) (447.01)
Less: Depreciation 367.56 458.11
Profit/(Loss)beforeTaxandextraordinaryitems (1911.01) (905.12)
Less: I.T. for earlier year - -
Less: Prior Period Items 0.79 0.09
Profit/(Loss)beforeExtraOrdinaryItems (1911.80) (905.21)
Extra Ordinary Items 400.00 -
Profit/(Loss) after Tax (2311.80) (905.21)
Add:Balancebroughtforwardfrom Previous year (2341.75) (1436.54)
Balance in Profit & Loss Account (4653.55) 2341.75
BUSINESS AND PERFORMANCE
The year under review was the most difficult year in the history of the
Company. It had to close down the operations at Bangalore and also had
to temporarily close the unit at Kolkata w.e.f. 01.12.2013. In the back
drop of above the sales revenue was down at Rs. 3288.35 lacs as
compared to Rs. 4541.36 lacs in the previous year. The loss before
depreciation and extra ordinary item was higher at Rs. 1543.45 lacs as
compared to Rs. 447.01 lacs in the previous year.
CURRENT YEAR''S OUTLOOK
The outlook in the current year does not look good at the moment. As
mentioned herein above, the operations at Bangalore were closed w.e.f.
1st April, 2013 because of lack of demand and uneconomic operation. The
operations at Kolkata Unit were temporarily closed w.e.f. 1st December,
2013 for the same reason. At present only the unit at Bhagalpur with
very limited volume is functioning. In the back drop of above
situation, the Company has approached its bankers for One Time
Settlement of its dues.
DISPOSAL OF UNDERTAKINGS
The operations of Company''s unit at Bangalore were closed w.e.f.
01.04.2013, due to uneconomic operations. The plant and machinery and
other fixed assets were sold during the year. The sale proceeds,
thereof, were remitted to IDBI Bank Ltd. towards repayment of overdue
principal and interest. The Company has also temporarily closed the
operations of its Kolkata unit at Gangarampur w.e.f. 01.12.2013 due to
uneconomic operation.
OVERSEAS SUBSIDIARIES AND JOINT VENTURE
OOO JJ Home, the Company''s foreign subsidiary at Moscow had closed its
operations during the year due to uneconomic operations. Necessary
provision has been made in the account for the outstanding amount due
from the subsidiary on account of investment and for goods supplied to
it.
The performance of the other subsidiary viz. Spin International Inc.
and J. J. Creations was, by and large, satisfactory.
RESTRUCTURING OF TERM LOAN AND WORKING CAPITAL FACILITIES
The Company had approached its bankers for restructuring of the credit
facilities in view of poor financial position of the Company due to
continued loss. The term loan lender and one of the working capital
lender had done the restructuring of various credit facilities during
the year. However, due to continued losses and poor financial position,
the Company had to approach its bankers for One Time Settlement (OTS)
of the dues.
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.
SETTLEMENT WITH CITIBANK N.A.
The Company has entered into an out of court settlement with Citibank
N.A. in respect of their demand on account of derivative transactions
which the Company had disputed. The amount paid towards settlement of
the same has been shown as an Exceptional Item in the statement of
Profit & Loss for the year.
DIRECTORS
Mr. P. J. Sheth resigned from the Board of the Company during the year
w.e.f. 18.05.2013. Mr. Pradeep Kr. Singhi also resigned from the Board
of the Company w.e.f. 15.11.2013. Mr. H. S. Senapati was appointed as
an Additional Director during the year by the Board at its meeting held
on 15.11.2013. Mr. Senapati will hold office till the date of the
forthcoming Annual General Meeting. Notice from a member of the
Company has been received proposing him as a regular Director of the
Company. Mr. M. L. Gulrajani has resigned from the Directorship of the
Company w.e.f. 22.05.2014.
Mr. P. K. Sarkar, Director, retires by rotation and being eligible has
offered himself for re-appointment at the ensuing Annual General
Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 your
Directors hereby confirm :
i) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii) That such accounting standards have been applied consistently to
make 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 as at 31st March, 2014 and of the loss for
the year ended on that date;
iii) That proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities, if any, has
been taken;
iv) That the Annual Accounts have been prepared on a ''going concern''
basis.
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, retire at the conclusion of the ensuing
Annual General Meeting and have expressed their willingness to be
re-appointed. They have confirmed that their re-appointment, if made,
would be covered within the ceiling specified under Section 224 (1B) of
the Companies Act, 1956.
COST AUDITORS
Pursuant to the Directives of the Central Government under the
provisions of Section 233B of the Companies Act, 1956, qualified Cost
Auditors have been appointed to conduct cost audit relating to the
products of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
A) Conservation of energy and technology absorption :
The particulars in respect of conservation of energy and technology
absorption are given in Annexure ''A'' forming part of this report
pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
B) Foreign Exchange earnings and outgo :
The information is contained in Item No.15 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 212 of the Companies Act,
1956, in respect of Company''s subsidiaries viz. Spin International
INC., OOO JJ Home and J. J. Creations S.A. are annexed.
The Government of India vide Circular No. 2/2011 dt. 08.12.2011 has
granted general exemption to companies from annexing the accounts of
its subsidiary companies subject to fulfillment of certain conditions.
Necessary financial details in respect of each subsidiary as stipulated
in the said exemption letter are given in a separate statement attached
elsewhere in the report.
Your Directors undertake that annual accounts ofthe subsidiary
Companies and the related detailed information will be made available
to the holding and subsidiary Company investors seeking such
information at any point of time. The annual account of the subsidiary
Companies will also be kept for inspection by any investor at its head
office and that of the subsidiary company concerned.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits during the year.
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.
Registered Office : By 0rder of the Board
23C, Ashutosh Chowdhury Avenue
Kolkata - 700 019 S. N. Jhunjhunwala
Dated : 22nd May, 2014 Executive Chairman
Mar 31, 2013
The Directors have pleasure in presenting the Fortieth Annual Report,
together with the Audited Accounts of the Company for the year ended
31st March, 2013.
FINANCIAL RESULTS
2012-13 2011-12
Profit before Tax, Depreciation and
Extra Ordinary Items (447.01) (706.22)
Less: Depreciation 458.11 526.98
Profit/(Loss) before Tax and extra
ordinary items (905.12) (1233.20)
Less: IT. for earlier year 2.90
Less: Prior Period Items 0.09 0.45
ProfitV(Loss) before extra ordinary items 905.21) (1236.55)
Extra Ordinary Items 275.48
Profit/(Loss) after Tax (905.21) (1512.03)
Add: Balance brought forward
from Previous year (1436.54) 75.49
Balance in Profit & Loss Account (2341.75) (1436.54)
BUSINESS AND PERFORMANCE
The sales revenue was down at Rs. 4541.36 lacs as compared to Rs.
6163.37 lacs in the previous year. The loss before Tax, Depreciation
and Extra Ordinary item was down at Rs. 447.01 lacs as compared to Rs.
706.22 lacs in the previous year. This was because of an income of Rs.
881.42 lacs on sale of idle fixed assets during the year. The
operations of the main unit of your Company, J. J. Spectrum Silk, at
Kolkata were under suspension for nearly two and a half months during
the year due to industrial relations problem. It had an impact on the
performance of your Company.
The global recession is still continuing and there are no signs of
improvement in the demand for your Company''s product. Your Company had
to close the operations at Bangalore as the units were incurring losses
for lack of capacity utilization.
CURRENT YEAR''S OUTLOOK
Although your Directors are making all round efforts to improve the
working of your Company, the actual performance would depend on many
external factors like movement of exchange rate for Indian Rupee
vis-a-vis various foreign currencies, the revival of global economy and
improvement in the demand for your Company''s product in the foreign
countries. Your Directors have initiated various measures viz. closure
of loss making units, debonding a part of the manufacturing facilities
at the Kolkata Unit in order to utilize the idle capacity for doing job
work, diversification into other fabrics viz. linen, polyester etc. and
cost reduction exercises on a continuous basis. The operations of loss
making units have already been closed. The debonding exercise is almost
complete. The Company is in the process of tying up the funds required
for financing capital expenditure for production of polyester fabric.
DISPOSAL OF UNDERTAKINGS
Since the operations at Bangalore have been closed, your Directors have
decided to sell the Land and Building and other fixed assets viz. Plant
and Machinery, fixtures etc. of the units at Bangalore. Your Company
has already approached the members for their approval and has mailed a
Notice together with Resolution, Postal Ballot Form etc. on 7th May,
2013. The sale proceeds of these assets shall be utilized for repayment
of term loan.
OVERSEAS SUBSIDIARIES AND JOINT VENTURE
The performance of Company''s foreign subsidiaries was satisfactory
during the year.
RESTRUCTURING OF TERM LOAN AND WORKING CAPITAL FACILITIES
Because of pressure on the cash flow, your Company has approached the
term lender for restructuring of the term loan by way of deferment of
repayment instalments and funding of interest. It has also approached
the working capital lenders for conversion of a part of the working
capital outstanding into working capital term loan and sanction of some
fresh loan.
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
Mr. Arvind Kr. Thakur resigned from the Board of the Company during the
year w.e.f. 01.06.2012. Mr. A. B. Chaturvedi was appointed as an
Additional Director during the year by the Board at its meeting held on
14.08.2012. Mr. Chaturvedi will hold office upto the date of the
forthcoming Annual General Meeting. Notice from a member of the Company
has been received proposing him as a regular Director of the Company.
Mr. Chaturvedi was also appointed as Whole Time Director during the
year. Mr. P. J. Sheth has resigned from the Directorship of the
Company w.e.f. 18.05.2013.
Mr. Pradeep Kumar Singhi, Director, retires by rotation and being
eligible has offered himself for re-appointment at the ensuing Annual
General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 your
Directors hereby confirm :
i) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii) That such accounting standards have been applied consistently to
make 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 as at 31st March, 2013 and of the loss for
the year ended on that date;
iii) That proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities, if any, has
been taken;
iv) That the Annual Accounts have been prepared on a ''going concern''
basis.
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, retire at the conclusion of the ensuing Annual
General Meeting and have expressed their willingness to be
re-appointed. They have confirmed that their re- appointment, if made,
would be covered within the ceiling specified under Section 224 (1B) of
the Companies Act, 1956.
COST AUDITORS
Pursuant to the Directives of the Central Government under the
provisions of Section 233B of the Companies Act, 1956, qualified Cost
Auditors have been appointed to conduct cost audit relating to the
products of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
A) Conservation of energy and technology absorption :
The particulars in respect of conservation of energy and technology
absorption are given in Annexure ''A'' forming part of this report
pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
B) Foreign Exchange earnings and outgo :
The information is contained in Item No.14 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 212 of the Companies Act,
1956, in respect of Company''s subsidiaries viz. Spin International
INC., OOO JJ Home and J. J. Creations S.A. are annexed.
The Government of India vide Circular No.2/2011 dt.08.12.2011 has
granted general exemption to companies from annexing the accounts of
its subsidiary companies subject to fulfilment of certain conditions.
Necessary financial details in respect of each subsidiary as stipulated
in the said exemption letter are given in a separate statement attached
elsewhere in the report.
Your Directors undertake that annual accounts of the subsidiary
companies and the related detailed information will be made available
to the holding and subsidiary company investors seeking such
information at any point of time. The annual account of the subsidiary
companies will also be kept for inspection by any investor at its head
office and that of the subsidiary company concerned.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits during the year.
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.
Registered Office : By order of the Board
23C, Ashutosh Chowdhury
Avenue
Kolkata - 700 019 S. N. Jhunjhunwala
Dated: 18th May, 2013 Executive Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Thirty-Ninth Annual
Report, together with the Audited Accounts of the Company for the year
ended 31 st March, 2012.
FINANCIAL RESULTS (Rs in Lacs)
2011-12 2010-11
Profit before Tax, Depreciation
and Exceptional Items (705.92) 63.77
Less: Depreciation 526.98 572.42
Profit/(Loss) before Tax and
Exceptional items (1232.90) (508.65)
Less: Provision for Taxation 0.30 0.50
I.T. for earlier year 2.90 -
Prior Period Items 0.45 9.49
Profit/(Loss) before Exceptionalltems (1236.55) (518.64)
Exceptional Items 275.48 357.72
Profit/(Loss) after Tax (1512.03) (876.36)
Add: Balance brought forward
from Previous year 75.49 951.85
Balance in Profit & Loss Account (1436.54) 75.49
BUSINESS AND PERFORMANCE
Although the operating revenue is marginally down at Rs 6163.37 lacs
during the year as compared to Rs 6479.74 lacs during the previous year,
your Company incurred a loss of Rs 705.92 lacs before tax, depreciation
and exceptional Items as compared to a profit of Rs 63.77 lacs during
the previous year. Volatile exchange rate movement, financial crisis in
foreign countries mainly in Europe and lower demand for Company's
product in foreign countries were main reason for poor financial
performance of the company during the year. The net loss after
depreciation and tax was up at Rs 1512.03 lacs as compared to Rs 876.36
lacs in the previous year.
CURRENT YEAR'S OUTLOOK
Although your Directors are making all round efforts to improve the
working of your Company, the actual performance would depend on many
external factors like movement of exchange rate for Indian Rupee
vis-a-vis various foreign currencies, the revival of global economy and
improvement in the demand for your Company's product in the foreign
countries. Your Directors have taken various measures viz. sale of idle
properties and prepaying high cost debt to reduce the interest burden,
exploring domestic market, trying various new products, cost reduction
exercise on continuous basis etc. to improve the performance.
OVERSEAS SUBSIDIARIES AND JOINT VENTURE
The performance of Company's foreign subsidiaries was 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.
FOREIGN EXCHANGE
The Company entered into an out of court settlement with one of the
bank in respect of their claim against derivative transactions entered
into by the Company during the financial year 2007-08. The amount paid
in term of the settlement is included in exceptional item. Claim in
respect of the other bank amounting to Rs 785.73 lacs remains
unprovoked.
SUSPENSION OF WORK
Due to industrial relation problem, the management of your Company had
to declare suspension of work at its unit at Gangarampur, Dist 24
Parganas (S), West Bengal w.e.f. 8th April, 2012. Although your company
is making all efforts to meet the delivery schedule of important
customers, it is likely to have an impact on the financial performance
of the company in the current year.
DIRECTORS
Mr. Arun Kumar Shraff resigned from the Board of the Company during the
year w.e.f. 07.10.2011. Mr. Arvind Kumar Thakur was appointed as an
Additional Director during the year by the Board at its meeting held on
01.11.2011. Mr. Thakur will hold office up to the date of the
forthcoming Annual General Meeting. Mr. Thakur was also appointed as a
Whoie Time Director during the year.
Mr. M. L. Gulrajani and Mr. P. K. Sarkar, Directors, retite by rotation
and being eligible have offered themselves for re-appointment at the
ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 your
Directors hereby confirm :
i) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii) Having 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 as at 31 st March, 2012
and of the loss for the year ended on that date;
iii) That proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities, if any, has
been taken;
iv) That the Annual Accounts has been prepared on a 'going concern'
basis.
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. Qalarpuria Jajodia & Co.. Chartered Accountants, Kolkata, bearing
Registration No. 302111E, retire at the conclusion of the ensuing
Annual General Meeting and have expressed their willingness to be
re-appointed. They have confirmed that their re-appointment, if made,
would be covered within the ceiling specified under Section 224 (1B) of
the Companies Act, 1956.
COST AUDITORS
Pursuant to the Directives of the Central Government under the
provisions of Section 233B of the Companies Act, 1956, qualified Cost
Auditors have been appointed to conduct cost audit relating to the
products of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
A) Conservation of energy and technology absorption :
The particulars in respect of conservation of energy and technology
absorption are given in Annexure "A" forming part of this report
pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
B) Foreign Exchange earnings and outgo :
The information is contained in Item No. 14 of Schedule No.'23' in
notes on accounts.
INVESTMENTS
The details of investments are given in Schedule '8' annexed to the
annual accounts of the Company.
SUBSIDIARY COMPANIES
The particulars, as required under Section 212 of the Companies Act,
1956, in respect of Company's subsidiaries viz. Spin International
INC., COO JJ Home and J. J. Creations S.A. are annexed herewith.
The Government of India vide Circular No. 2/2011 dt.08.02.2011 has
granted general exemption to companies from annexing the accounts of
its subsidiary companies subject to fulfillment of certain conditions.
Necessary financial details in respect of each subsidiary as stipulated
in the said exemption letter are given in a separate statement attached
elsewhere in the report.
Your Directors undertake that annual accounts of the subsidiary
Companies and the related detailed information will be made available
to the holding and subsidiary Company investors seeking such
information at any point of time. The annual account of the subsidiary
Companies will also be kept for inspection by any investor at its head
office and that of the subsidiary company concerned.
FIXED DEPOSITS
The Company has not accepted any fixed deposits during the year.
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.
Registered Office: By order of the Board
23C, Ashutosh Chowdhury Avenue
Kolkata - 700 019 S. N. Jhunjhunwala
Dated: 21st May, 2012 Executive Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Thirty-Seventh Annual
Report, together with the Audited Accounts of the Company for the year
ended 31st March, 2010.
FINANCIAL RESULTS (Rs. in Lacs)
2009-2010 2008-2009
Profit before Tax and Depreciation 342.47 40.93
Less: Depreciation 346.17 440.40
Profit/(Loss) before Tax (3.70) (399.47)
Less: Provision for Taxation
Prior Period Items 2.96 37.88
Fringe Benefit Tax 12.90 50.78
Profit/(Loss) after Tax (6.66) (450.25)
Add: Balance brought forward from
Previous year 958.51 1408.76
Surplus Balance in Profit & Loss Account 951.85 958.51
BUSINESS AND PERFORMANCE
The performance of the Company was satisfactory during the year
considering the general slowdown in the global economy. Although the
sales revenue of the Company was down at Rs. 5955.32 Lacs as compared
to Rs. 6481.75 Lacs in the previous year, the net loss after
depreciation was down at Rs. 6.66 Lacs as compared to Rs. 450.25 Lacs
in the previous year.
CURRENT YEARS OUTLOOK
The global economy is showing the signs of revival but at a very slow
pace. Your Directors were hoping that the performance of your Company
shall improve in the current year but the recent turmoil in some
European countries may affect the outcome. The performance of your
Company would depend upon further development in the global economy,
particularly that of European Countries in the current year. Your
Company is putting all round effort through its marketing network to
meet the challenge.
RELOCATION OF COMPANYS THREE UNITS IN BANGLORE TO A NEW LOCATION AT
DODABALLAPUR
All the three units in Bangalore have been shifted to a new location at
Doddaballapur near Bangalore during the year.
OVERSEAS SUBSIDIARIES AND JOINT VENTURE
The performance of Companys foreign subsidiaries were satisfactory
during the year.
RETAIL SHOWROOM
The Companys first retail outlet in India named as "ONSET" had started
its operation from August, 2008. The Company has started another retail
show room at Shop No. 207, 1st Floor, Court Yard Mall, Saket Press
Enclave Road, New Delhi -110 017 during the year. These should yield
results in the current year.
DIVIDEND
Owing to loss, your Directors do not consider it prudent to declare
Dividend for the year.
FOREIGN EXCHANGE
Demand amounting Rs. 1403 Lacs received by the Company from ICICI Bank
and Citi Bank in respect of certain derivative contracts which were
held illegal by a statutory authority and which have been disputed by
the Company were not acknowledged and accounted for by the Company as
the matter is subjudice and pending in court.
DIRECTORS
Mr. P. J. Sheth and Mr. P. K. Sarkar retire by rotation and being
eligible offer themselves for re-appointment at the ensuing Annual
General Meeting. Mr. S. Jalan Director of the Company resigned from the
Board during the year w.e.f. 27.01.2010. Your Directors would like to
place on record their appreciation for the valuable advice given by Mr.
Jalan during his association with the Company. Mr. Pradeep Kumar Singhi
a prominent Chartered Accountant and a senior partner of the reputed
audit firm M/s. Singhi &Co. was appointed as an Additional Director by
the Board at its meeting held on 30.07.2009. Mr. Singhi was also
inducted in the Audit Committee and was appointed as Chairman of the
Audit Committee. Notice from a member of the Company together with
requisite deposit has been received by the Company proposing Mr. Singhi
as a Director of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956 your
Directors hereby confirm:
i) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) That 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 31st March, 2010and of the loss for the
year ended on that date;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
CORPORATE GOVERNANCE
A separate Section on Corporate Governance is included in the Annual
Report and a certificate from the Auditors of the Company, regarding
compliance of conditions on Corporate Governance as stipulated under
Clause 49 of the Listing Agreement with Stock Exchanges is annexed
thereto.
AUDITORS
M/s. Salarpuria Jajodia & Co., Chartered Accountants, Auditors of the
Company, retire at the conclusion of the ensuing Annual General Meeting
and have expressed their willingness to act as Auditors of the Company,
if appointed. They have further confirmed that the said appointment
would be in conformity with the provisions of Section 224 (IB) of the
Companies Act, 1956.
COST AUDITORS
Pursuant to the Directives of the Central Government under the
provisions of Section 233B of the Companies Act, 1956, qualified Cost
Auditors have been appointed to conduct cost audit relating to the
products of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
A) Conservation of energy and technology absorption :
The particulars in respect of conservation of energy and technology
absorption are given in Annexure A forming part of this report
pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
B) Foreign Exchange earning and outgo:
The information is contained in Item No. 19 of Schedule No/0 in notes
on accounts.
INVESTMENTS
The details of investments are given in Schedule E annexed to the
annual accounts of the Company.
SUBSIDIARY COMPANIES
The particulars, as required under Section 212 of the Companies Act,
1956, in respect of Companys subsidiaries viz Tanushree Silks Ltd.,
Spin International INC., OOO JJ Home and J. J. Creations S.A. are
annexed herewith.
The Company has been exempted from annexing the accounts of its
subsidiary Companies by the Central Govt, vide its Letter No. 47/21/
201 (XL-Ill dated 05.04.2010. Necessary financial details in respect of
each subsidiary as stipulated in the said exemption letter are given in
a separate statement attached elsewhere in the report.
Your Directors undertake that annual accounts of the subsidiary
Companies and the related detailed information will be made available
to the holding and subsidiary Company investors seeking such
information at any point of time. The annual account of the subsidiary
Companies will also be kept for inspection by any investor at its head
office and that of the subsidiary company concerned.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits during the year.
ACKNOWLEDGEMENT
The Board wishes to place on record the sustained support extended to
the Company by its Bankers, Government Authorities, Customers, Vendors
and Shareholders during the year under review.
Registered Office: By Order of the Board
23C,AshutoshChowdhury Avenue
Kolkata-700 019 S.N.Jhunjhunwala
Dated : 26th May, 2010 Executive Chairman