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Directors Report of Jamshri Realty Ltd.
Mar 31, 2025
We present our 117th Annual Report of the Company with the audited statement of accounts for the year ended 31st March, 2025.
1. FINANCIAL RESULTS
|
PARTICULARS |
2024-25 |
2023-24 |
|
(Rs.) |
(Rs.) |
|
|
Revenue from Operations |
7,03,12,447 |
5,39,01,932 |
|
EBITDA |
2,70,37,111 |
58,67,974 |
|
Finance Cost |
2,73,31,155 |
2,80,80,165 |
|
Depreciation |
1,33,98,430 |
96,44,907 |
|
Exceptional items (net) |
32,42,820 |
- |
|
Profit /Loss before Tax |
(1,04,49,654) |
(3,18,57,099) |
|
Less: Provision for Tax |
- |
- |
|
Profit/(Loss) after Tax |
(1,04,49,654) |
(3,18,57,099) |
|
Profit/(loss) from Discontinuing Operations |
(19,30,000) |
(21,57,204) |
|
Profit/ (loss) for the period |
(1,23,79,654) |
(3,40,14,303) |
|
Other Comprehensive Income/(Loss) |
12,15,698 |
(10,48,780) |
|
Total Comprehensive income |
(1,11,63,956) |
(3,50,63,083) |
|
Balance brought forward |
(14,85,97,526) |
(11,35,47,360) |
|
Profit/(Loss) dealt with as under |
(15,97,61,483) |
(14,86,10,442) |
|
Add: Prior Period Adjustment |
(5,031) |
(12,916) |
|
Surplus/(Deficit) carried to Balance Sheet |
(15,97,56,452) |
(14,85,97,526) |
2. OVERVIEW OF COMPANY''S PERFORMANCE AND STATE OF AFFAIRS:
The revenue from operations during the financial year 2024-2025 stood at 703.12 lakhs (PY 2023-2024 stood at Rs. 539.01 lakhs). The Company incurred a
loss of Rs. 111.64 lakhs in FY 2024-2025 as against a loss of Rs. 350.63 lakhs in the previous year.
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year
2024-2025 and the date of this report.
The annexed Management Discussion and Analysis Report forms part of this report and covers, amongst other matters, the performance of the Company
during the Financial Year 2024-25 as well as the future outlook.
The company has signed agreements/LOI with various brands namely Connplex Cinema, Adidas, Samsung for retail shops for a 9-10 year period covering
an area of approx. 10,000 sq ft in the FY ending 2024-25. The company sees more improvement in the coming financial year.
3. DIVIDEND
In view of the loss for FY 2024-25, the Directors have not recommended any dividend for the financial year ended 31st March, 2025.
4. RESERVES
During FY 2024-25, no amount has been transferred to any reserves.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
No amount was required to be transferred to the Investor Education and Protection Fund.
TRANSFER OF FRACTIONAL SHAREHOLDERS FUND TO INVESTOR EDUCATION AND PROTECTION FUND
No amount was required to be transferred to the Investor Education and Protection Fund.
6. DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013 your Directors state that:
a) in the preparation of attached Annual Accounts for the Financial Year ended 31st March, 2025 the applicable Accounting Standards have
been followed along with proper explanation relating to material departures, wherever, applicable;
b) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the
Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the 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 controls which are adequate and are operating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are
adequate and operating effectively.
7. DISCLOSURE REQUIREMENTS
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report
genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act.
The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments,
performance and state of affairs of your Company''s businesses, internal controls and their adequacy, risk management systems and other material
developments during the financial year 2024-25. The same is annexed herewith as Annexure I.
8. DIRECTORS
The Board of Directors of the Company has been validly constituted as per Section 149 of the Companies Act, 2013 and corresponding Rules thereunder.
Changes in Directors during FY 2024-25
1. Shri Premratan Damani (DIN: 00030400) was appointed as Managing Director for a period of 3 years w.e.f. 1st October, 2024.
2. Shri Rajesh Damani (DIN: 00184576) was appointed as Joint Managing Director for a period of 1 year w.e.f. 1st October, 2024.
3. Shri Anand Dalal (DIN: 00353555) was appointed as an Independent Director for a period of 5 years w.e.f. 15th July, 2024.
4. Shri S.K. Somany (DIN: 00001131) ceased to be an Independent Director due to expiry of his term w.e.f. 15th July, 2024.
5. Shri Umesh Marathe (DIN: 06615480) ceased to be an Independent Director due to expiry of his term w.e.f. 13th June, 2024.
6. Shri Premratan Bhairuratan Damani (DIN: 00030400), retired by rotation at the Annual General Meeting (AGM) of the Company held on 15th July, 2024
and he was re-appointed in the said AGM.
7. Shri Anand Dalal (DIN: 00353555), retired by rotation at the Annual General Meeting (AGM) of the Company held on 15th July, 2024 and he was re¬
appointed in the said AGM.
Appointment/Re-appointment
Shri Rajesh Damani''s tenure as Joint Managing Director of the Company ends on 30/09/2025. It is proposed to re-appoint him as Joint Managing Director
for a tenure of 1 year w.e.f. 01/10/2025 on the same terms and conditions as existing in his current tenure. The details of the same are mentioned in the
Explanatory Statement annexed to the Notice of the Annual General Meeting. Appropriate resolutions for his re-appointment are being placed for your
approval at the ensuing AGM. Your Directors recommend his re-appointment.
Smt. Rekha Thirani (DIN: 00054058) and Dr. Pradeepkumar Singhal (DIN: 08378784), Directors of the Company, are liable to retire by rotation at the ensuing
Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 and the Articles of Association of your Company and being eligible have offered themselves for reappointment. Appropriate
resolutions for their re-appointment are being placed for your approval at the ensuing AGM. Your Directors recommend their re-appointment.
9. NUMBER OF MEETINGS OF THE BOARD
During the financial year ended 31st March, 2025, Five (5) meetings of the Board of Directors were held. The dates of the Board meetings are as under: i.e.
26/04/2024, 27/05/2024, 07/08/2024, 08/11/2024 and 22/01/2025.
A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule IV of the Companies Act, 2013 has been held on 22/01/2025,
as per the requirements of the Companies Act, 2013.
10. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the
provisions of Companies Act, 2013 read with the Schedules and rules issued thereunder as well as listing Regulations.
Further, the Company has also received declarations from them under Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014 (the
Rules) stating that they have registered themselves/ renewed their registrations with the Independent Director''s Databank maintained by the Indian Institute
of Corporate Affairs and that they are in compliance with Rule 6(1) and Rule 6(2) of the Rules.
11. BOARD EVALUATION
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include
criteria for performance evaluation of the non-executive directors and executive directors. Pursuant to the provisions of the Schedule IV, clause VIII of the
Companies Act, 2013, the Board has carried out an evaluation of its own performance as well as performance of Individual Directors, Committees and Board
as a whole.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition
and structure, effectiveness of board process, information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the
composition of committee, effectiveness of committee meetings, etc.
The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the
contribution of the individual directors to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of Non Independent directors, performance of the Board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and Non executive directors.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The policies and procedures
adopted by the Company ensures orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial
information.
13. A. AUDIT COMMITTEE
The Audit Committee comprises of Independent Directors namely Shri Anand Dalal (Chairman), Shri Kiranbhai J Shah and Shri B.K. Mohta.
During the year, the following changes took place in the composition of audit committee:
Shri S.K. Somany (DIN: 00001131) ceased to be a member of the audit committee due to expiry of his term as Independent Director w.e.f. 15th July, 2024
and Shri Anand Dalal (DIN: 00353555) was appointed as a member of the audit committee w.e.f. 15th July, 2024.
During the year, all the recommendations made by the Audit Committee were accepted by the Board.
During the financial year ended 31st March, 2025, Five (5) meetings of the Audit Committee of the Board were held on 26/04/2024, 27/05/2024, 07/08/2024,
08/11/2024 and 22/01/2025.
B. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Shri B.K. Mohta (Chairman) , Shri Anand Dalal and Smt. Rekha Thirani.
During the year, the following changes took place in the composition of nomination and remuneration committee:
Shri S.K. Somany (DIN: 00001131) ceased to be a member of the nomination and remuneration committee due to expiry of his term as Independent Director
w.e.f. 15th July, 2024 and Shri Anand Dalal (DIN: 00353555) was appointed as a member of the nomination and remuneration committee w.e.f. 15th July,
2024.
The Nomination and Remuneration Committee reviews and approves the annual salaries, performance commission, service agreements and other
employment conditions for Managing/Executive directors. The Nomination and Remuneration Policy is placed on Company''s website at www.jamshri.in
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
i. Name of non-executive director heading the committee :Shri Kiranbhai J. Shah
ii. Name & designation of Compliance officer : Mr. Devesh Bhati, Company Secretary
iii. Number of shareholders'' complaints received so far : 5
iii. Number of complaint/s resolved to the satisfaction of the shareholders : 5
iv. Number of pending complaints : Nil
The Stakeholders Relationship Committee specifically looks into the redressal of shareholder and investor complaints like transfer of shares, non-receipt of
dividends, non-receipt of Annual Reports, etc.
14. AUDITORS
a) Statutory Auditors
At the 114th Annual General Meeting of your Company, M/s. Mittal & Associates, Chartered Accountants (Registration No. 106456W) were appointed as
the Statutory Auditors of the Company till the conclusion of 119th AGM of the Company.
Your Company has received written consent and a certificate that M/s Mittal & Associates satisfy the criteria provided under Section 141 of the Companies
Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.
There are neither qualifications, reservations nor adverse remarks made by the auditors in their report, nor has the Company received any report for frauds
noticed or acknowledged by the Auditors during Financial Year 2024-25.
b) Secretarial Auditor
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 M/s. Pimple & Associates (Ms. Rohini Janardan Pimple - Membership No. A51452, COP No. 21773), Practicing Company
Secretary as the Secretarial Auditor of the Company for the year 2024-25. There are neither qualifications, reservations nor adverse remarks made by the
auditors in their report referred to in ''Annexure II''.
c) Cost Auditor
Your Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendment Rules, 2014. Hence maintenance of cost
records and cost audit is not applicable to the Company.
15. AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORTS
The auditors'' report (Annexure V) and secretarial auditor''s reports (Annexure II) do not contain any qualifications, reservations or adverse remarks. Report
of the secretarial auditor is given as Annexures which forms part of this report.
16. RISK MANAGEMENT
The Company operates in a volatile, uncertain, complex and ambiguous world with rapid changes. These changes bring a mix of opportunities and
uncertainties impacting the Company''s objectives.
The management of the Company identifies and reviews the major risks facing the Company on a continuous basis and action plans are framed accordingly
to mitigate the risks. The audit committee evaluates the risk management systems. There are no risks which in the opinion of the Board threaten the
existence of the Company.
17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
18. TRANSACTIONS WITH RELATED PARTIES
During the financial year 2024-2025, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act,
2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which are in the ordinary course of business and on arm''s length basis and
in accordance with the provisions of the Companies Act, 2013 read with Rules made thereunder. The details of the related party transactions are set out in
Note 44 to the financial statements of the Company. Form AOC- 2 pursuant to clause (h) of sub-section 3 of Section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 is set out as Annexure III to the Board''s Report.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria fixed for the Corporate Social Responsibility (CSR) under Section 135 of the Companies Act and as such there
is no report on Corporate Social Responsibility during the year.
20. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is
available on Company''s website at www.jamshri.in.
21. SUBSIDIARY/ASSOCIATE COMPANY
The Company does not have any subsidiary, joint venture or associate company at the beginning of the year, during the year or at the closing of the year.
22. PARTICULARS OF EMPLOYEES
Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:-
a. Ratio of remuneration of each Director to the median remuneration of all the employees of your company for the financial year 2024-25 is as
follows:
|
Name of Director(s) |
Total Remuneration |
Ratio of remuneration of director to the Median |
|
P.R Damani |
11,40,000 |
3.17 |
|
Rajesh Damani |
7,02,000 |
1.95 |
|
S.K Somany* |
4,000 |
0.01 |
|
B.K Mohta |
17,000 |
0.05 |
|
Kiranbhai Shah |
12,000 |
0.03 |
|
RekhaThirani |
15,000 |
0.04 |
|
Anand Dalal |
11,000 |
0.03 |
|
Pradeepkumar Singhal |
8,000 |
0.02 |
Notes:
1. The remuneration of Non-Executive Directors includes sitting fees paid to them for the financial year 2024-25.
2. Median remuneration of the Company for all its employees is Rs. 3,60,000/- for the financial year 2024-25.
b. Percentage increase in remuneration of each Director, CFO and CS
|
Name (s) |
Designation |
Remuneration (in Rs.) |
Increase |
|
|
2024-25 |
2023-24 |
|||
|
P.R Damani |
Managing Director |
11,40,000 |
11,40,000 |
NIL |
|
Rajesh Damani |
Joint Managing Director and CFO |
7,02,000 |
7,02,000 |
NIL |
|
S.K Somany* |
Independent Director |
4,000 |
13,000 |
-69.23% |
|
B.K Mohta |
Independent Director |
17,000 |
17,000 |
NIL |
|
Kiranbhai Shah |
Independent Director |
12,000 |
16,000 |
-25.00% |
|
Rekha Thirani |
Non Executive Director |
15,000 |
10,000 |
50.00% |
|
Anand Dalal |
Independent Director |
11,000 |
8,000 |
37.50% |
|
Jagdish Adhia* |
Whole Time Director |
0 |
1,01,500 |
NA |
|
Umesh Marathe* |
Non Executive Director |
0 |
2,000 |
NA |
|
Pradeepkumar Singhal |
Non-Executive Director |
8,000 |
8,000 |
NIL |
|
Devesh Bhati |
Company Secretary |
3,60,000 |
3,60,000 |
NIL |
* Mr. Jagdish Adhia, Wholetime Director of the company, resigned on 30.04.2023
* Mr. SK Somany, Independent Director completed his tenure and consequently ceases to be Independent Director wef 15.07.2024
* Mr. Umesh Marathe Independent Director completed his tenure and consequently ceases to be Independent Director wef 13.06.2024
c. Percentage increase in the median remuneration of all employees in the financial year 2024-25
(in Rs.)
|
2023-24 |
2023-24 |
% Increase / |
|
|
Median Remuneration of all Employees per annum |
3,60,000 |
4,68,750 |
(23.20)% |
d. The number of permanent employees on the rolls of Company: 28 (Twenty Eight)
e. Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with
the last public offer:
The Company is listed on the BSE before Independence. In 1993, the Company came out with its previous Public Offer. Due to the substantial time gap, it is
not justifiable to compare it with today''s price.
f. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison
with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase
in the managerial remuneration. There is no increase in managerial remuneration during FY 24-25.
g. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the Company and there is no employee stock option scheme.
h. There is no employee in receipt of remuneration exceeding Rs.8.5 lakhs per month or part thereof or Rs.1.02 cr. per annum or part thereof.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12)
of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available on the website of the
Company at " www.jamshri.in
23. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual
harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the rules framed thereunder. The Company has set up a
committee for addressing the issues related to women.
No complaints have been received or disposed off during the year and there are no cases pending for more than ninety days.
24. MATERNITY BENEFIT ACT
The Company has complied with the provisions relating to the Maternity Benefit Act 1961.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a whistle blower mechanism wherein the employees are free to report violation of laws, rules, regulation or unethical conduct. The
confidentiality of those reporting violations shall be maintained and they shall not be subjected to any discriminatory practices.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act
are provided in Annexure IV to this Report.
27. SHARE CAPITAL
Issued, Subscribed and Paid Up Share Capital:
The Issued and Subscribed Share Capital of the Company as on 31st March 2025 was Rs. 6,98,65,000/- (Rupees Six Crore Ninety Eight Lakhs Sixty Five
Thousand Only) divided into 69,86,500 (Sixty Nine Lac Eighty Six Thousand Five Hundred) Equity Shares of Rs. 10/- each (PY 69,865 Equity Shares of Rs.1000/-
each).
The Paid Up Share Capital of the Company as on 31st March, 2025 was 6,98,65,000/- (Rupees Six Crore Ninety Eight Lakhs Sixty Five Thousand Only). There
is no difference between the Issued & Subscribed Share Capital and the Paid up Share Capital.
There was sub-division of the Equity Shares of the Company from Face value of Rs.1000/- per share to a Face value of Rs.10/- per share. The same was
approved in the Annual General Meeting held on 15th July 2024 by passing an Ordinary Resolution.
During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity.
No shares have been transferred to Demat Suspense Account during FY 2024-25.
28. DEPOSITS
During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013, read
together with the Companies (Acceptance of Deposit) Rules, 2014.
29. LOANS FROM DIRECTORS
During the year under consideration, the Company has taken a loan of Rs. 3,10,33,000/- from Directors.
30. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of
this Report. There has been no change in the nature of business of the Company.
31. SIGNIFICANT OR MATERIAL ORDERS, IF ANY, PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No orders have been passed by the regulators or courts or tribunals which would have an impact on the going concern status of the Company and its future
operations.
32. INDUSTRIAL RELATIONS
The Company has always considered its employees as its valuable asset and continues to invest in their excellence and development programs. The industrial
relations of the Company remained cordial and peaceful.
33. STATEMENT PURSUANT TO LISTING AGREEMENT
The Company''s Equity shares are listed at BSE Limited. The Annual listing fee for the year 2024-25 has been paid.
34. CORPORATE GOVERNANCE
The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015.
35. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF
INDIA
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meetings.
36. APPLICATION OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year
is not applicable.
37. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF
The requirement to disclose the details of difference between the amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
38. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of contribution made by the employees at all levels for the operations of the Company during the year
under review.
for and on behalf of the Board
Place: MUMBAI
Date: 12th August 2025 CHAIRMAN
Mar 31, 2024
We present our 116th Annual Report of the Company with the audited statement of accounts for the year ended 31st March, 2024.
|
PARTICULARS |
2023-24 (Rs.) |
2022-23 (Rs.) |
|
Revenue from Operations |
5,39,01,932 |
3,89,20,562 |
|
EBITDA |
58,67,974 |
(4,72,913) |
|
Finance Cost |
2,80,80,165 |
3,39,91,222 |
|
Depreciation |
96,44,907 |
61,96,956 |
|
Exceptional items (net) |
- |
6,39,052 |
|
Profit /Loss before Tax |
(3,18,57,099) |
(4,00,22,040) |
|
Less: Provision for Tax |
- |
- |
|
Profit/(Loss) after Tax |
(3,18,57,099) |
(4,00,22,040) |
|
Profit/(loss) from Discontinuing Operations |
(21,57,204) |
(26,14,548) |
|
Profit/ (loss) for the period |
(3,40,14,303) |
(4,26,36,588) |
|
Other Comprehensive Income/(Loss) |
(10,48,780) |
7,29,383 |
|
Total Comprehensive income |
(3,50,63,083) |
(4,19,07,205) |
|
Balance brought forward |
(11,35,47,360) |
(7,20,56,779) |
|
Profit/(Loss) dealt with as under |
(14,86,10,442) |
(11,39,63,984) |
|
Add: Prior Period Adjustment |
(12,916) |
4,16,624 |
|
Surplus/(Deficit) carried to Balance Sheet |
(14,85,97,526) |
(11,35,47,360) |
2. OVERVIEW OF COMPANYâS PERFORMANCE AND STATE OF AFFAIRS:
The revenue from operations during the financial year 2023-2024 stood at 539.01 lakhs (PY 2022-2023 stood at Rs. 389.20 lakhs). The Company incurred a loss of Rs. 350.63 lakhs in FY 2023-2024 as against a loss of Rs. 419.07 lakhs in the previous year.
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year 2023-2024 and the date of this report.
The annexed Management Discussion and Analysis Report forms part of this report and covers, amongst other matters, the performance of the Company during the Financial Year 2023-24 as well as the future outlook.
The company has entered into agreement with Dua Lima Retail (brand Mr. DIY) retail shop for a 15-year period covering an area of approx. 5,100 sq ft in the FY ending 2023-24. The store started its operations in December 2023. The company sees more improvement in the coming financial year.
In view of the loss for FY 2023-24, the Directors have not recommended any dividend for the financial year ended 31st March, 2024.
During FY 2023-24, no amount has been transferred to any reserves.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
No amount was required to be transferred to the Investor Education and Protection Fund.
TRANSFER OF FRACTIONAL SHAREHOLDERS FUND TO INVESTOR EDUCATION AND PROTECTION FUND
No amount was required to be transferred to the Investor Education and Protection Fund.
6. DIRECTORSâ RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013 your Directors state that:
a) in the preparation of attached Annual Accounts for the Financial Year ended 31st March, 2024 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever, applicable;
b) The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the loss of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 controls which are adequate and are operating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act.
The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companyâs businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2023-24. The same is annexed herewith as Annexure I.
The Board of Directors of the Company has been validly constituted as per Section 149 of the Companies Act, 2013 and corresponding Rules thereunder.
Changes in Directors during FY 2023-24
1. Shri Rajesh Damani (DIN: 00184576) was appointed as Joint Managing Director for a period of 1 year w.e.f. 1st October, 2023.
2. Shri Jagdish Muljibhai Adhia (DIN: 00318345) resigned as Whole Time Director w.e.f. 30th April, 2023.
3. Dr. PradeepKumar Singhal (DIN: 08378784), retired by rotation at the Annual General Meeting (AGM) of the Company held on 13th September, 2023 and he was re-appointed as Director in the said AGM.
4. Smt. Rekha Thirani (DIN: 00054058), retired by rotation at the Annual General Meeting (AGM) of the Company held on 13th September, 2023 and she was re-appointed as Director in the said AGM.
Shri Rajesh Damaniâs tenure as Joint Managing Director of the Company ends on 30/09/2024. It is proposed to re-appoint him as Joint Managing Director for a tenure of 1 year w.e.f. 01/10/2024 on the same terms and conditions as existing in his current tenure. The details of the same are mentioned in the Explanatory Statement annexed to the Notice of the Annual General Meeting. Appropriate resolutions for his re-appointment are being placed for your approval at the ensuing AGM. Your Directors recommend his re-appointment.
Shri Premratan Damaniâs tenure as Managing Director of the Company ends on 30/09/2024. It is proposed to re-appoint him as Managing Director for a tenure of 3 years w.e.f. 01/10/2024 on the same terms and conditions as existing in his current tenure. The details of the same are mentioned in the Explanatory Statement annexed to the Notice of the Annual General Meeting. Appropriate resolutions for his re-appointment are being placed for your approval at the ensuing AGM. Your Directors recommend his re-appointment.
It is proposed to appoint Shri Anand Dalal (DIN- 00353555) as Independent Director of the Company for a term of 5 years w.e.f. 116th Annual General Meeting of the Company.
Shri Premratan Damani (DIN: 00030400) and Shri Anand Dalal (DIN- 00353555), Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible have offered themselves for reappointment. Appropriate resolutions for their reappointment are being placed for your approval at the ensuing AGM. Your Directors recommend their re-appointment.
9. NUMBER OF MEETINGS OF THE BOARD
During the financial year ended 31st March, 2024, Four (4) meetings of the Board of Directors were held. The dates of the Board meetings are as under: i.e. 8/05/2023, 4/08/2023, 6/11/2023 and 7/02/2024.
A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule IV of the Companies Act, 2013 has been held on 7/02/2024, as per the requirements of the Companies Act, 2013.
10. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and rules issued thereunder as well as listing Regulations.
Further, the Company has also received declarations from them under Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014 (the Rules) stating that they have registered themselves/ renewed their registrations with the Independent Directorâs Databank maintained by the Indian Institute of Corporate Affairs and that they are in compliance with Rule 6(1) and Rule 6(2) of the Rules.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013, the Board has carried out an evaluation of its own performance as well as performance of Individual Directors, Committees and Board as a whole.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board process, information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committee, effectiveness of committee meetings, etc.
The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual directors to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of Non Independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and Non executive directors.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors of the Company has laid down adequate internal financial controls which are operating effectively. The policies and procedures adopted by the Company ensures orderly and efficient conduct of its business, including adherence to the Companyâs policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparations of reliable financial information.
The Audit Committee comprises of Independent Directors namely Shri S.K. Somany (Chairman), Shri Kiranbhai J Shah and Shri B.K. Mohta. During the year, all the recommendations made by the Audit Committee were accepted by the Board.
During the financial year ended 31st March, 2024, Four (4) meetings of the Audit Committee of the Board were held on 8/05/2023, 4/08/2023, 6/11/2023 and 7/02/2024.
B. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Shri B.K. Mohta (Chairman) ,Shri S.K. Somany and Smt. Rekha Thirani.
The Nomination and Remuneration Committee reviews and approves the annual salaries, performance commission, service agreements and other employment conditions for Managing/Executive directors. The Nomination and Remuneration Policy is placed on Companyâs website at www.jamshri.in
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
i. Name of non-executive director heading the committee :Shri Kiranbhai J. Shah
ii. Name & designation of Compliance officer : Mr. Devesh Bhati, Company Secretary
iii. Number of shareholdersâ complaints received so far : Nil
iii. Number of complaint/s resolved to the satisfaction of the shareholders : Nil
iv. Number of pending complaints : Nil
The Stakeholders Relationship Committee specifically looks into the redressal of shareholder and investor complaints like transfer of shares, non-receipt of dividends, non-receipt of Annual Reports, etc.
14. AUDITORSa) Statutory Auditors
At the 114th Annual General Meeting of your Company, M/s. Mittal & Associates, Chartered Accountants (Registration No. 106456W) were appointed as the Statutory Auditors of the Company till the conclusion of 119th AGM of the Company.
Your Company has received written consent and a certificate that M/s Mittal & Associates satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder.
There are neither qualifications, reservations nor adverse remarks made by the auditors in their report, nor has the Company received any report for frauds noticed or acknowledged by the Auditors during Financial Year 2023-24.
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 M/s. Pimple & Associates (Ms. Rohini Janardan Pimple - Membership No. A51452, COP No. 21773), Practicing Company Secretary as the Secretarial Auditor of the Company for the year 2023-24. There are neither qualifications, reservations nor adverse remarks made by the auditors in their report refer to âAnnexure IIâ.
Your Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendment Rules, 2014. Hence maintenance of cost records and cost audit is not applicable to the Company.
15. AUDITORSâ REPORT AND SECRETARIAL AUDITORSâ REPORTS
The auditorsâ report (Annexure V) and secretarial auditorâs reports (Annexure II) do not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as Annexures which forms part of this report.
The Company operates in a volatile, uncertain, complex and ambiguous world with rapid changes. These changes bring a mix of opportunities and uncertainties impacting the Companyâs objectives.
The management of the Company identifies and reviews the major risks facing the Company on a continuous basis and action plans are framed accordingly to mitigate the risks. The audit committee evaluates the risk management systems. There are no risks which in the opinion of the Board threaten the existence of the Company.
17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
18. TRANSACTIONS WITH RELATED PARTIES
During the financial year 2023-2024, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which are in the ordinary course of business and on armâs length basis and in accordance with the provisions of the Companies Act, 2013 read with Rules made thereunder. The details of the related party transactions are set out in Note 44 to the financial statements of the Company. Form AOC- 2 pursuant to clause (h) of sub-section 3 of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure III to the Boardâs Report.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria fixed for the Corporate Social Responsibility (CSR) under Section 135 of the Companies Act and as such there is no report on Corporate Social Responsibility during the year.
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Companyâs website at www.jamshri.in.
21. SUBSIDIARY/ASSOCIATE COMPANY
The Company does not have any subsidiary, joint venture or associate company at the beginning of the year, during the year or at the closing of the year.
Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-
a. Ratio of remuneration of each Director to the median remuneration of all the employees of your company for the financial year 2023-24 is as follows:
|
Name of Director(s) |
Total Remuneration |
Ratio of remuneration of director to the Median remuneration |
|
P.R Damani |
11,40,000 |
2.81 |
|
Rajesh Damani |
7,02,000 |
1.73 |
|
S.K Somany |
13,000 |
0.03 |
|
B.K Mohta |
17,000 |
0.04 |
|
Kiranbhai Shah |
16,000 |
0.03 |
|
E.A.K Faizullabhoy |
0 |
0.00 |
|
RekhaThirani |
10,000 |
0.02 |
|
Anand Dalal |
8,000 |
0.01 |
|
Jagdish Adhia* |
1,01,500 |
0.22 |
|
Umesh Marathe |
2,000 |
0.00 |
|
Pradeepkumar Singhal |
8,000 |
0.02 |
1. The remuneration of Non-Executive Directors includes sitting fees paid to them for the financial year 2023-24.
2. Median remuneration of the Company for all its employees is Rs. 4,68,750/- for the financial year 2023-24.
3. Mr. Jagdish Adhia, Wholetime Director of the company, resigned on 30.04.2023
|
b. Percentage increase in remuneration of each Director, CFO and CS |
|||||
|
Name(s) |
Designation |
Remuneration (in Rs.) |
Increase |
||
|
2023-24 |
2022-23 |
(in %) |
|||
|
P.R Damani |
Managing Director |
11,40,000 |
11,40,000 |
NIL |
|
|
Rajesh Damani |
Joint Managing Director and CFO |
7,02,000 |
7,02,000 |
NIL |
|
|
S.K Somany |
Independent Director |
13,000 |
13,000 |
NIL |
|
|
B.K Mohta |
Independent Director |
17,000 |
18,000 |
-05.56% |
|
|
Kiranbhai Shah |
Independent Director |
16,000 |
11,000 |
-45.45% |
|
|
E.A.K Faizullabhoy |
Independent Director |
0 |
2,000 |
NA |
|
|
Rekha Thirani |
Non Executive Director |
10,000 |
9,000 |
11.11% |
|
|
Anand Dalal |
Non-Executive Director |
8,000 |
6,000 |
33.33% |
|
|
Jagdish Adhia* |
Whole Time Director |
1,01,500 |
12,33,000 |
NA |
|
|
Umesh Marathe |
Non Executive Director |
2,000 |
4,000 |
-50.00% |
|
|
Pradeepkumar Singhal |
Non-Executive Director |
8,000 |
8,000 |
NIL |
|
|
Devesh Bhati |
Company Secretary |
3,60,000 |
3,60,000 |
NIL |
|
|
* Mr. Jagdish Adhia, Wholetime Director of the company, resigned on 30.04.2023 |
|||||
|
c. Percentage increase in the median remuneration of all employees in the financial year 2023-24 (in Rs |
|||||
|
2023-24 |
2022-23 |
% Increase / (Decrease) |
|||
|
Median Remuneration of all Employees per annum |
4,68,750 |
4,05,000 |
12.5% |
||
d. The number of permanent employees on the rolls of Company: 35 (Thirty Five)
e. Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:
The Company is listed on the BSE before Independence. In 1993, the Company came out with its previous Public Offer. Due to the substantial time gap, it is not justifiable to compare it with todayâs price.
f. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. There is no increase in managerial remuneration during FY 23-24.
g. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the Company and there is no employee stock option scheme.
h. There is no employee in receipt of remuneration exceeding Rs.8.5 lakhs per month or part thereof or Rs.1.02 cr. per annum or part thereof.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available on the website of the Company at â www.jamshri.in
23. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the rules framed thereunder. The Company has set up a committee for addressing the issues related to women. During the financial year 2023-24, there were no complaints received on sexual harassment.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a whistle blower mechanism wherein the employees are free to report violation of laws, rules, regulation or unethical conduct. The confidentiality of those reporting violations shall be maintained and they shall not be subjected to any discriminatory practices.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act are provided in Annexure IV to this Report.
Issued, Subscribed and Paid Up Share Capital:
The Issued and Subscribed Share Capital of the Company as on 31st March 2024 was Rs. 6,98,65,000/- (Rupees Six Crore Ninety Eight Lakhs Sixty Five Thousand Only) divided into 69,865 (Sixty Nine Thousand Eight Hundred Sixty Five) Equity Shares of Rs.1000/- each.
The Paid Up Share Capital of the Company as on 31st March, 2024 was 6,98,65,000/- (Rupees Six Crore Ninety Eight Lakhs Sixty Five Thousand Only). There is no difference between the Issued & Subscribed Share Capital and the Paid up Share Capital.
During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity.
No shares have been transferred to Demat Suspense Account during FY 2023-24.
During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposit) Rules, 2014.
During the year under consideration, the Company has taken a loan of Rs. 1,00,04,000/- from Directors.
29. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.
30. SIGNIFICANT OR MATERIAL ORDERS, IF ANY, PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No orders have been passed by the regulators or courts or tribunals which would have an impact on the going concern status of the Company and its future operations.
The Company has always considered its employees as its valuable asset and continues to invest in their excellence and development programs. The industrial relations of the Company remained cordial and peaceful.
32. STATEMENT PURSUANT TO LISTING AGREEMENT
The Companyâs Equity shares are listed at BSE Limited. The Annual listing fee for the year 2023-24 has been paid.
The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015.
34. COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
35. APPLICATION OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.
36. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The requirement to disclose the details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
Your Directors place on record their appreciation of contribution made by the employees at all levels for the operations of the Company during the year under review.
Mar 31, 2015
We present our Annual Report of the Company with the audited statement
of accounts for the year ended 31 st March, 2015.
1. FINANCIAL RESULTS
2014-15 2013-14
Gross Profit/(Loss) 2,12,64,496 86,09,802
ADDITIONS/DEDUCTIONS
Depreciation 55,74,049 55,11,006
Profit /Loss before Taxation 1,56,90,447 30,98,796
Less: Provision for Tax 24,00,000 1,00,000
Profit/(Loss) after taxation 1,32,90,447 29,98,796
Balance brought forward (90,48,424) (1,20,47,220)
Profit/(Loss) dealt with as under 42,42,023 (90,48,424)
Less: Transferred from Assets (7,73,177) 0
Surplus/(Deficit) carried to
Balance Sheet 34,68,845 (90,48,424)
2. PERFORMANCE
Your Directors are glad to inform that the Company has been able to
wipe out its accumulated losses during the current year. The Company has
achieved Revenue from Operations of Rs. 5484.08 lacs during the current
financial year as against Rs. 4097.09 lacs in the previous year i.e. an
increase of 34%. Profit after Tax has also increased to Rs. 132.90 lacs
in the current year as against Rs. 29.99 lacs in the previous year.
Power is a major cost input. The company has entered bilateral
agreements which resulted into reduction of cost of Power by 15%
approximate.
3. DIVIDEND
Looking to the growing working capital requirements, the Directors do
not propose dividend for the year.
4. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3) of the Companies Act, 2013 your
Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgment 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 March31, 2015 and of the profit of the Company for
the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the 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 controls which are
adequate and are operating effectively.
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively
5. DISCLOSURE REQUIREMENTS
As per Clause 49 of the Listing agreement entered into with the stock
exchange, corporate governance report with auditor's certificate
thereon and management discussion and analysis are attached in
Annexure-I, which forms part of the report.
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the listen agreement with stock exchange.
6. CURRENT OUTLOOK
The economy is gaining ground. Steps taken by the Central Government to
uplift the industry like simplifying labor laws, introducing GST,
phase wise reduction of corporate taxes, etc will all provide positive
environment. The Company intends to increase the quantum of power
purchase through bilateral route. The Local Body Tax in Solapur is
proposed to be abolished from August 2015 which will also help in
better growth. The value added products initiated during the year
should give result on long term basis.
The Management is confident to further improve the productivity, sales
and profitability in the current year and onwards.
7. DIRECTORS :
During the year under review, the members approved the appointments of
Smt. Rekha Thirani as a Non-executive Non-Independent Director who is
liable to retire by rotation and of Shri S.K.Somany,and Shri
E.A.K.Faizullabhoy as Independent Directors for 5 consecutive years for
a term up to the conclusion of the 111th Annual General Meeting in the
calendar year 2019. The members have also reappointed Shri N.R.Damani
liable to retire by rotation. The members have also appointed Shri
Rajesh Damani as Joint Managing Director Shri N. R. Damani , Joint
Managing Director, subsequently resigned from the office of Joint
Managing Director and also from the office of Director w.e.f. 31st
October,2014 . The Board places on record his contribution towards the
working of the Company since his appointment on the Board on 2nd May
1978. The Board also recalled about his strenuous efforts during the
difficult times of the Company by settling the dues of various
creditors, getting the incentives sanctioned and bringing out the
Company from the purview of B.I.F.R. and in the process making the
Company virtually debt free.
8. INSURANCE
Your Company's Buildings, Plant and Machinery, Tool, Electrical
installations, Stock in Process, Finished Goods and Raw Materials have
been adequately insured.
9. PUBLIC DEPOSITS
The Company has not taken any Fixed Deposit from the Public.
10. Number of meetings of the Board
Four meetings of the Board were held during the year. For details of
the meetings of the Board, please refer to the corporate governance
report, which forms part of the report.
11. Declaration of Independence
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2103 read with the
Schedules and rules issued there under as well as Clause 49 of the
listing Agreement.
12. Board evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and exchange Board of India ("SEBI") under
clause 49 of the listing Agreements.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the
board composition and structure, effectiveness of board process,
information and functioning etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of criteria such
as the composition of committee, effectiveness of committee meetings,
etc.
The Board and Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria
such as the contribution of the individual directors to the board and
committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings etc.
in addition, the Chairman was also evaluated on the key aspects of his
role.
In a separate meeting of independent directors, performance of non
independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
13. Policy on directors' appointment and remuneration and other
details The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the non-executive
directors and executive directors.
14. Internal financial control systems and their adequacy
The Board of Directors of the Company has laid down adequate internal
financial controls which are operating effectively. During the year
policies and procedures are adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, safeguarding of its assets, the prevention and
detection of its frauds and errors, the accuracy and completeness of
the accounting records and the timely preparations of reliable
financial information.
15. Audit Committee
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
16. Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, Mittal & Associates, Chartered Accountants were
appointed as statutory auditors of the Company from the conclusion of
the one hundred and sixth annual general meeting (AGM) of the Company
held on 18th September till the conclusion of the one hundred and ninth
AGM to be held in the year 2017, subject to ratification of their
appointment at every AGM.
17. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013,
The Company has appointed Mr. Virendra Bhatt, Practicing Company
Secretary as the Secretarial Auditor of the Company for the year
2014-15
18. Auditors report and secretarial auditors reports
The auditors' report and secretarial auditors reports does not contain
any qualifications, reservations or adverse remarks. Report of the
secretarial auditor is given as an annexure II which forms part of this
report.
19. Risk management
The Board of the Company has formed a risk management committee to
frame, implement and monitor risk management plan for the Company. The
committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risk and controls . Major risks
identified by the businesses and function are systematically addressed
through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been
covered in the management discussion and analysis which form part of
this report.
20. Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
21. Transactions with related parties
All transactions entered into with the related parties as defined under
the Companies Act, 2013 and Clause 49 of the listing Agreement during
the financial year were in the ordinary course of business and on arm's
length basis and do not attract the provisions of Section 188 of the
Companies Act, 2013. There were no material related transactions during
the year. Thus disclosure in Form AOC-2 is not required.
22. Corporate social responsibility
The Company does not meet the criteria fixed for the Corporate Social
Responsibility (CSR) under Section 135 of the Companies Act and as such
there is no report on corporate Social responsibility during the year
23. Extract of annual return
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure III in the prescribed Form MGT-9 which
forms part of this report.
24. Subsidiary/Associate Company
The Company does not have any subsidiary, joint venture or associate
company at the beginning, during the year or at the closing of the year
25. Particulars of employees
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel )Rules,2014 are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year.
Name of the
Director Salary Perquisite Sitting Fees Total Median
Remunera-
tion
Shri P.R.
Damani 672000 192850 -- 854850 126670
Shri N.R.
Damani * 352800 94500 -- 447300 126670
Shri
Rajesh
Damani ** 302400 81000 1500 384900 126670
Shri E.A.K.
Faizull
abhoy -- -- 750 750 126670
Shri S.K.
Somany -- -- 3000 3000 126670
Shri
Kiranbhai
J Shah -- -- 2250 2250 126670
Smt. Rekha
Thirani -- -- 750 750 126670
Shri
Balkishan
M Mohta -- -- 3000 3000 126670
Name Ratio
Shri P.R. Damani 1:7
Shri N.R. Damani * 1:4
Shri Rajesh Damani ** 1:3
Shri E.A.K.Faizullabhoy 1:0.006
Shri S.K.Somany 1:0.024
Shri Kiranbhai J Shah 1:0.018
Smt. Rekha Thirani 1:0.006
Shri Balkishan M Mohta 1:0.024
Shri Bipinbhai M Patel 1:0.006
*Resigned w.e.f. 31-10-2014
**Sitting Fee pertains to the period when Shri Rajesh Damani was not
Joint Managing Director
b. The percentage increase in remuneration of each director , CEO, CFO
During the year Board has not increased the remuneration of any
Executive Director or sitting fees to Non- Executive Directors.
c. The percentage increase in the median remuneration of employee in
the financial year: 14%
d. The number of permanent employees on the rolls of Company: 177
e. The explanation on the relationship between average increase in
remuneration and Company performance:
On an average, employees received an annual increase of 10%. The
individual increments varied from 6% to 18% based on individual
performance.
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Aggregate remuneration of key managerial
personnel (KMP)in FY 15(Rs.) 2365860
Revenue (Rs.) 548407683
Remuneration of KMPs (as % of revenue) 0.41
Profit before Tax (PBT) (Rs. Crores) 15690447
Remuneration of KMP(as % of PBT) 14.32
g. Variations in the market capitalization of the Company, price
earnings ratio as the closing date of the current financial year and
previous financial year.
Particulars March31,2015 March31,2014 % change
Market capitalization
(Rs.) 131591803 113742915 15.69
Price Earnings Ratio 9.89 37.79 (73.83)
h. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
Your Company is listed in the BSE before Independence and in 1993 when
the Company came out with the Public Offer due to substantial gap it is
not justifiable to provide percentage change as on today's price.
i. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
The average annual increase was around 10% However during the course of
the year, the total increase is approximately 14% after accounting for
promotions and other event based compensation, revised increase in the
managerial remuneration for the year was 6.5%
j. Comparison of each remuneration of the key managerial personnel
against the performance of the Company who draw more than Rs. 5 lacs
p.a.
Mr.J.M.Adhia, Mr.Vijay Katare,
President Vice President
Remuneration in FY 15(Rs. 1178900 1067875
Revenue 548407683 548407683
Remuneration as % of
revenue 0.21 0.19
Profit before tax (PBT) 15690447 15690447
Remuneration (as % of PBT) 7.51 6.81
k. The Key parameters for any variable component of remuneration
availed by the directors:
There is no variable component of remuneration availed by the
directors.
l. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year.
Name of the
Executive Director Total Salary Shri J M Adhia Shri Vijay
Katare
President Vice President
Salary Ratio Salary Ratio
Shri PR. Damani 854850 117890 0.73 1067875 0.80
m. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms remuneration is as per the remuneration policy of
the Company and there is no employee stock option scheme.
n. There is no Employee in receipt of remuneration exceeding
Rs.5,00,000/- p.m. or part thereof or Rs.60,00,000/ - p.a. accordingly
no particulars are furnished under Section 197(12) of the Companies
Act,2013.
26. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of contribution made
by the employees at all levels for the operations of the Company during
the year under review.
27. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING
AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act are provided in Annexure !V to this Report.
For and on behalf of the Board
Place: MUMBAI
Date : 26th May,2015 CHAIRMAN
Mar 31, 2014
Dear Members,
We present our Annual Report of the Company with the audited statement
of accounts for the year ended 31 st March,2014.
1. FINANCIAL RESULTS
THIS YEAR PREVIOUS YEAR
Gross Profit/(Loss) 86,09,802 58,17,712
ADDITIONS/DEDUCTIONS
Depreciation 55,11,006 51,08,382
Profit /Loss before Taxation 30,98,796 7,09,330
Less: Provision for Tax 1,00,000 0
Profit/(Loss) after taxation 29,98,796 7,09,330
Balance brought forward (1,20,47,220) (1,27,56,550)
Profit/(Loss) dealt
with as under (90,48,424) (1,20,47,220)
Surpius/(Peficit)
carried to Balance Sheet (90,48,424) (1,20,47,220)
2. DIVIDEND
In view of accumulated loss the Directors are unable to recommend any
dividend.
3. RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of Companies Act.1956 your Directors
subscribe to the "Directors'' Responsibility Statement" and confirm
as.under:
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 judgment 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 the
profit or loss of the Company for the period;
iii) that the Directors have taken proper and sufficient care of 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) that the Directors have prepared the annual accounts on a going
concern basis.
4. WORKING
The working during the year was affected due to slow down of economy .
With the import liberalization the realisation of our products could
not match the increase in input cost as low cost Chinese yarn was
available in market in abundance. Overall recession in Textile Industry
continued during Current year also.
5. CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as a part of this
Annual Report of the Company. A certificate from Auditors of the
Company regarding compliance of Corporate Governance as stipulated
under clause 49 of the Listing Agreement is annexed to the report on
Corporate Governance.
6. CURRENT OUTLOOK.
As per announcement of Government of Maharashtra the power tariff is
expected to be lower during current year. This will make our product
more competitive and will be able to match International competition.
However working the plant to full capacity seems to be a challenge due
to shortage of skilled workers.
7. DIRECTORS
As per Companies Act, 2013, Shri S.K.Somany and Shri E.A.K.
Faizullabhoy retire and are eligible for reappointment as Independent
Directors. Shri N. R. Damani Joint Managing Director retires by
rotation and eligible for reappointment.
8. INSURANCE
Your Company''s Buildings, Plant and Machinery, Tool, Electrical
installations, Stock in Process, Finished Goods and Raw Materials have
been adequately insured.
9. PUBLIC DEPOSITS
The Company has not taken any Fixed Deposit from the Public.
10. M/s Mittal & Associates, Chartered Accountants, Statutory Auditors
of your Company hold office until) the conculsion of the forth coming
Annual General Meeting and are eligible for reappointment. They have
confimed their eligibility for reappointment under the provisions of
section 139 of the Companies Act, 2013
11. PARTICULARS OF EMPLOYEES
There is no Employee in receipt of remuneration exceeding Rs.5,00,0007-
p.m. or part thereof or Rs.60,00,0007- p.a. Accordingly no particulars
are furnished u/s. 217(2A) of the Companies Act.
12. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of contribution made
by the employees at all levels for the operations of the Company during
the year under review.
13. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING
AND OUTGO
Information pursuant to Section 217(i)(e) of the Companies (Disclosure
of Particulars in the report of Board of Directors) Rules 1988 is given
in the annexure,
For and on behalf of the Board
Place: MUMBAI
Date :28th May,2014 CHAIRMAN
Mar 31, 2012
The present our Annual Report of the Company with the audited statement
of accounts for the year ended 31st March,2012.
1. FINANCIAL RESULTS
THIS YEAR PREVIOUS YEAR
Gross Profit/(Loss) 43,73,416 8,72,04,578
ADDITIONS/DEDUCTIONS
Depreciation 45,83,026 29,15,672
Profit/(Loss) after taxation (2,09,610) 8,42,88,906
Balance brought forward (1,25,46,940) (9,68,35,846)
Profit/(Loss) dealt with as under (1,27,56,550) (1,25,46,940)
Surplus/(Deficit) carried to Balance
Sheet (1,27,56,550) (1,25,46,940)
2. DIVIDEND
In view of accumulated loss the Directors are unable to recommend any
dividend.
3. RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of Companies Act.1956 your Directors
subscribe to the "Directors' Responsibility Statement" and
confirm as under:
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 judgment 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 the
profit or loss of the Company for the period;
iii) that the Directors have taken proper and sufficient care of 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) that the Directors have prepared the annual accounts on a going
concern basis.
4. WORKING
The working during the year was adversely effected due to steep rise in
the prices of Raw Material and shortage of Labour for working the plant
to full capacity.
The recession in textile Industry continued during the year effecting
the sales realization of finished product.
5. CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as a part of this
Annual Report of the Company. A certificate from Auditors of the
Company regarding compliance of Corporate Governance as stipulated
under clause 49 of the Listing Agreement is annexed to the report on
Corporate Governance.
6. CURRENT OUTLOOK.
Government's emphasis to increase power generation will enable your
company to receive uninterrupted power supply without fluctuation in
voltage. This will be helpful in increasing the production and reducing
the cost. Realisation of yarn is expected to increase with revival of
weaving sector.
7. B.I.F.R
B.I.F.R has taken out the Company from the purview of SICA as the net
worth of the Company became positive
8. DIRECTORS
Under Articles 146 of the Articles of Association of the Company, Shri
E.A.K.Faizullabhoy retires by rotation and is eligible for
reappointment.
9. INSURANCE
Your Company's Buildings; Plant and Machinery, Tool, Electrical
installations, Stock in Process, Finished Goods and Raw Materials have
been adequately insured.
10. PUBLIC DEPOSITS
The Company has not taken any Fixed Deposit from the Public.
11. AUDITORS' REPORT
Auditors' Report do not call for any specific response u/s. 217(3) of
the Companies Act,1956.
12. AUDITORS
You are requested to appoint the Auditors to hold office from
conclusion of the meeting till the conclusion of the next Annual
General Meeting and fix their remuneration. The retiring Auditors, M/s.
Mittal & Associates, Chartered Accountants being eligible offer
themselves for reappointment. '
13. COST AUDITORS
The Company has appointed Shri S.V. Vhatte and Associates, Cost
Accountant for conducting the Cost Audit of the Textiles for the
financial year ended March, 2013.
14. PARTICULARS OF EMPLOYEES
There is no Employee in receipt of remuneration exceeding Rs.2,00,000/-
p.m. or part thereof or Rs.24,00,000/- p.a. Accordingly no particulars
are furnished u/s. 217(2A) of the Companies Act.
15. ACKNOWLEDGEMENTS
Your Directors place on record the timely assistance and cooperation
given to the Company by the Bank of India. Your Directors also place on
record their appreciation of contribution made by the employees at all
levels for the operations of the Company during the year under review.
16. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING
AND OUTGO .
Information pursuant to Section 217(i)(e) of the Companies (Disclosure
of Particulars in the report of Board of Directors) Rules 1988 is given
in the annexure.
For and on behalf of the Board
Place: MUMBAI
Date : 21st May, 2012 CHAIRMAN
Mar 31, 2011
ONE HUNDRED & THIRD REPORT OF THE DIRECTORS
We present our Annual Report of the Company with the audited statement
of accounts for the year ended 31st March,2011.
1. FINANCIAL RESULTS
THIS YEAR PREVIOUS YEAR
Gross Profit/(Loss) 8,72,04,578 5,07,28,342
ADDITIONS/DEDUCTIONS
Depreciation 29,15,672 35,22,252
Profit/(Loss) after
taxation 8,42,88,906 4,72,06,090
: Balance brought forward (9,68,35,846) (14,40,41,936)
Profrt/(Loss) dealt with
as under (1,25,46,940) (9,68,35,846)
Surplus/(Deficit) carried
to Balance Sheet (1,25,46,940) (9,68,35,846)
2. DIVIDEND
In view of accumulated loss the Directors are unable to recommend any
dividend.
3. RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of Companies Act.1956 your Directors
subscribe to the "Directors Responsibility Statement" and confirm as
under:
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 judgement 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 the
profit or loss of the Company for the period;
iii) that the Directors have taken proper and sufficient care of 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) that the Directors have prepared the annual accounts on a going
concern basis.
4. WORKING
The working during the year was satisfactory. The high Cotton prices
during the year helped in increasing the consumption of blended yarn.
Our products being blended yarn thus fetched better realization.
5. CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as a part of this
Annual Report of the Company. A certificate from Auditors of the
Company regarding compliance of Corporate Governance as stipulated
under clause 49 of the Listing Agreement is annexed to the report on
Corporate Governance.
6. CURRENT OUTLOOK
Current Volatility in commodity market may adversely affect the
margins. However continuous efforts for improvement in quality and
efficiency are expected to nullify the effect of volatility to some
extent.
Governments emphasis to increase power generation will enable your
company to receive uninterrupted power supply without fluctuation in
voltage. This will be helpful in increasing the production and reducing
the cost.
7. DIRECTORS
Under Articles 146 of the Articles of Association of the Company, Shri
S.K. Somany retires by rotation and is eligible for reappointment.
8. INSURANCE
Your Companys Buildings, Plant and Machinery, Tool, Electrical
installations, Stock in Process, Finished Goods and Raw Materials have
been adequately insured.
9. PUBLIC DEPOSITS
The Company has not taken any Fixed Deposit from the Public.
10. AUDITORS REPORT
Auditors Report do not call for any specific response u/s. 217(3) of
the Companies Act,1956.
11. AUDITORS
You are requested to appoint the Auditors to hold office from
conclusion of the meeting till the conclusion of the next Annual
General Meeting and fix their remuneration. The retiring Auditors, M/s.
Mittal & Associates, Chartered Accountants being eligible offer
themselves for reappointment.
12. COST AUDITORS
The Company has appointed Shri S.V. Vhatte and Associates, Cost
Accountants for conducting the Cost Audit of the Textiles for the
financial year ended March, 2012.
13. PARTICULARS OF EMPLOYEES
There is no Employee in receipt of remuneration exceeding Rs.2,00,000/-
p.m. or part thereof or Rs.24,00,000/- p.a. Accordingly no particulars
are furnished u/s. 217(2A) of the Companies Act.
14. ACKNOWLEDGEMENTS
Your Directors place on record the timely assistance and cooperation
given to the Company by the Bank of India. Your Directors also place on
record their appreciation of contribution made by the employees at all
levels for the operations of the Company during the year under review.
15. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING
AND OUTGO
Information pursuant to Section 217(i)(e) of the Companies (Disclosure
of Particulars in the report of Board of Directors) Rules 1988 is given
in the annexure.
For and on behalf of the Board
P.R DAMANI
CHAIRMAN
Place : MUMBAI
Date : 12th May,2011
Mar 31, 2010
We present our Annual Report of the Company with the audited statement
of accounts for the year ended 31st March,2010.
1. FINANCIAL RESULTS;
THIS YEAR PREVIOUS YEAR
Gross Profit/(Loss) 5,07,28,342 9,53,798
ADDITIONS/DEDUCTIONS
Depreciation 35,22,252 46,72,890
Profit/(Loss) before taxation 4,72,06,090 (37,19,092)
Add/Less: Fringe Benefit Tax 0 2,16,117
: Share premium account as per 0 13,96,00,920
sanctioned Rehabilitation
Scheme of B.I.F.R.
: Balance brought forward (14,40,41,936) (27,97,07,647)
Profit/(Loss) dealt with
as under (9,68,35,846) (14,40,41,936)
Surplus7(Deficit) carried
to Balance Sheet ( 9,68,35,846) (14,40,41,936)
2. DIVIDEND
In the absence of positive net worth of the Company it is not possible
for the Directors to recommend any dividend.
3. RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of Companies Act. 1956 your Directors
subscribe to the "Directors Responsibility Statement" and confirm as
under:
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 judgment 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 the
profit or loss of the Company for the period;
iii) that the directors have taken proper and sufficient care of 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) that the directors have prepared the annual accounts on a going
concern basis.
4. WORKING
The working during the year under review improved compared to previous
year. This was possible with continued efforts for improvement in
quality of products and establishing more value added products. The
performance would have been better but for substantial increase in the
price of basic raw materials viz. Polyester Staple Fibre & Viscose
Staple Fibre. Intermittent power supply has adversely affected the
productivity.
As per Rehabilitation Scheme of B.I.F.R. the Government of Maharashtara
has sanctioned reliefs in respect of Electricity duty and Octroi duty
amounting to Rs.113 Lacs and Rs.156 Lacs respectively for the period
from 01/04/2007 to 31/03/2010. The same has been considered in the
accounts.
In terms of settlement with Bank of India the Company has also written
back liabilities of Rs.114 Lacs.
5. CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as a part of this
Annual Report of the Company. A certificate from Auditors of the
Company regarding compliance of Corporate Governance as stipulated
under clause 49 of the Listing Agreement is annexed to the report on
Corporate Governance.
6. CURRENT OUTLOOK
With the change in product mix and efforts for manufacturing fancy
yarn, the Management is hopeful of better performance. Further,
reduction in Finance cost will also be helpful in lowering the cost.
Increase in the range of products is expected to yield better
realisation of the products.
Governments emphasis to increase power generation will enable to
receive uninterrupted power supply without fluctuation in voltage. This
will be helpful in increasing the production and reducing the cost.
7. DIRECTORS
Under Articles 146 of the Articles of Association of the Company, Shri
Kiranbhai J Shah retires by rotation and is eligible for reappointment.
8. INSURANCE
Your Companys Buildings, Plant and Machinery, Tool, Electrical
installations, Stock in Process, Finished Goods and Raw Materials have
been adequately insured.
9. PUBLIC DEPOSITS
The Company has not taken any Fixed Deposit from the Public.
10. AUDITORSREPORT
Auditors Report para VI & VII are self explanatory and do not call for
any specific response u/s. 217(3) of the Companies Act, 1956. _^^
11. AUDITORS
You are requested to appoint the Auditors to hold office from
conclusion of the meeting till the conclusion of the next Annual
General Meeting and fix their remuneration. The retiring Auditors, M/s.
Mittal & Associates, Chartered Accountants being eligible offer
themselves for reappointment.
12. COST AUDITORS
The Company has appointed S.V. Vhatte and Associates, Cost Accountant
for conducting the Cost Audit of the Textiles for the financial year
ended March, 2011.
13. PARTICULARS OF EMPLOYEES
There is no Employee in receipt of remuneration exceeding Rs.2,00,000/-
p.m. or part thereof or Rs.24,00,000/- p.a. Accordingly no particulars
are furnished u/s. 217(2A) of the Companies Act.
14. ACKNOWLEDGEMENTS
Your Directors place on record the timely assistance and cooperation
given to the Company by Bank of India. Your Directors also place on
record their appreciation of contribution made by the employees at all
levels to the operations of the Company during theyear under review.
15. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EARNING
AND OUTGO
Information pursuant to Section 217(i)(e) of the Companies (Disclosure
of Particulars in the report of Board of Directors) Rules 1988 is given
in the annexure.
For and on behalf of the Board
Place: MUMBAI P.R. DAMANI
Date : 24h May,2010 CHAIRMAN
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