Mar 31, 2015
Dear members,
The Directors have to pleasure in presenting their 27th Annual Report
together with Audited accounts of the Company for the year ended March
31,2015.
Financial Results:
The Company's financial performance for the year under review along
with previous year's figures are given hereunder:
Particulars Year ended 31st Year ended 31st
March, 2015 March, 2014
(Rs In Lakhs) (Rs. In Lakhs)
Sales & Processing Charges 3268.25 2556.85
Operating Profit Before
exception item 277.52 259.10
Less: Current Tax and
Deferred Tax 41.33 ----
MAT Credit Entitlement 41.33 ----
-Profit After Tax 277.52 259.10
Brought forward losses 612.40 871.50
Depreciation Charge From
Retained Earning as Per 0.99 ----
Requirement of New
companies Act, 2013
Carried forward losses 335.87 612.40
Review of Operations for 2014-2015
In the year under review, the turnover of the company has increased
around 27.82% upto Rs. 3268.25 Lakhs due to increase in sales of
Narrow Wooven Elastic Tape apart from sales of Dyed Yarn. However
Operating Profit has increased by only 7.11% upto Rs. 277.52 Lakhs due
to increase in Administration & Employee Expenses .
The management continues to pursue its efforts to improve its
operational efficiency by better quality control and diversification
into High quality value added Dyed yarn , Narrow Wooven Elastic Tape
to improve its Turnover and Operating margin in current year. Outlook
for current year will be better barring any unforeseen circumstances.
Dividend
Yours Directors regret their inability to pay dividend in view of the
accumulated losses of the Company.
Number of Meetings of the Board
During the year Six Board Meetings were convened and held. The details
of which are given in Corporate Governance Report. The intervening gap
between the meetings was within the period prescribed under the
Companies Act, 2013.
Share Capital
The paid up equity capital as on March 31, 2015 was Rs. 43,871,000/-
The Company has not bought back any securities or issued any Sweat
Equity shares or bonus shares were issued or provided any stock option
scheme to employees during the year under review.
Directors and Key Managerial Personnel
Mr. Sandeep Modi, Director of the Company retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer
themselves for reappointment.
During the year under review, the following Directors, Key Managerial
Personnel were appointed:
1. The board of directors has appointed Mrs. Seema J Poddar, Women
Director as Additional Director under section 161, 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement w.e.f 26th
March, 2015.
2. The Board of Directors has appointed Mr. Prakash Purohit as Chief
Financial officer of the Company w.e.f. 26th March, 2015 as per the
provisions of Section 203 of the Companies act, 2013.
3. The Board of Directors has appointed Ms. Vaidehi Jha as Company
Secretary of the Company w.e.f. 26th March, 2015 as per the provisions
of Section 203 of the Companies act, 2013.
Declaration by Independent Director(s) and re- appointment, if any
Declaration given by Independent Director(s) meeting the criteria of
independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 is received and taken on record.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration, Stakeholder Relationship Committee and Compliance
Committees. The manner in which the evaluation has been carried out
has been explained in the Corporate Governance Report.
Vigil Mechanism
In pursuant to the provisions of Section 177(9) & 177 (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and employees to
report genuine concerns has been established. The Vigil Mechanism
policy was adopted by the board of Directors on 30th May, 2014.This
policy is available on the website of the Company at www.jsil.in Risk
Management Policy
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion of the Board may
threaten the existence of the company.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 the directors
would like to state that:-
I) In the preparation of the annual accounts, the applicable
accounting standards have been followed.
II) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for the year under review;
III) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
IV) The directors have prepared the annual accounts on a going concern
basis.
V) The directors have laid down internal financial control to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively;
VI) There is a proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and
operating effectively.
Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as Annexure-2 Auditors
The auditors Shankarlal Jain & Associates, Chartered Accountants,
Mumbai retire at the conclusion of this Annual General Meeting and
being eligible offer themselves for re-appointment.
Auditors Report
The observation made in the Auditors Report read together with
relevant notes thereon are self-explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the company has appointed Kala Agarwal,
Practicing Company Secretary to undertake the secretarial audit of the
Company. The Secretarial Audit report is annexed herewith as
Annexure-3 Secretarial Report
As required under Section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. Certain observations
made in the report with regard to non-publishing of Notice of Board
Meeting and Financial results in the newspaper, the Company will take
care of the same and publish the same in future years. Henceforth, the
notice of Annual General meeting will be sent through courier and
registered post only. The Company is in process of appointing
Professional Internal Auditor.
Fixed Deposits
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
There were no loans, guarantees and investments made by the company
under Section 186 of the Companies Act, 2013 during the year under
review.
Subsidiary Companies
The Company does not have any subsidiary.
Related party Transactions:
All related party transactions that were entered during the financial
year were on arm's length basis and were in the ordinary course of
business.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND EXPENDITURE
As required Under Section 134(3) (m) of the Companies Act, 2013 read
with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules, 1988 and Rule 8 (3) of Companies (Accounts)
Rules, 2014 and forming part of the report of the Directors. Annexure
1 Particulars of Employees
The prescribed particulars of Employees required under section 134 (3)
(q) of the Companies Act, 2013 read with rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached as Annexure 4 and forms part of this report of the Directors.
There are no employees of your company who comes within the purview of
Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) &
5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 during the year under review.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
Human Resources
Your Company treats its "human resources" as one of its most
important assets. Your Company continuously invest in attraction,
retention and development of talent on an ongoing basis. A number of
programs that provide focused people attention are currently underway.
Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement.
Management Discussion and Analysis Report
Management Discussion Analysis Report is also annexed as a part of
Report.
Corporate Governance
As required by clause 49 of the Listing Agreement, a Corporate
Governance Report is attached as Annexure to this Report.
Certification of CFO/CEO, Certification from Practicing Company
Secretary as stipulated in Clause 49 of the listing agreement of the
Stock exchanges is also attached and forms part of this report.
* The Corporate Governance report is upto 30th September, 2014
thereafter the company has discontinued the observance of Clause 49 of
Listing Agreement with reference to SEBI circular
(http://www.sebi.gov.in/cms/sebi_data/ attachdocs/1410777212906.pdf)
Acknowledgement
Your Directors would like to express their sincere appreciation for
the assistance and co-operation received from the customers, vendors
and members during the year under review. Your directors also wish to
place on record their deep sense of appreciation for the committed
services by the Company's executives, staff and workers.
For and on behalf of Board of Directors
Jattashankar Industries Limited
Place: Mumbai Jattashankar Poddar
Date:-15/07/2015 Managing Director
Mar 31, 2014
Dear Members,
The Director''s have pleasure in presenting 26th Annual Report and the
Audited account of the company for the year ended 31st March 2014.
FINANCIAL RESULTS
YEAR ENDED YEAR ENDED
31.03.14 31.03.13
Rs.in lacs Rs.in lacs
Sales & Processing Charges 2585.63 1989.37
Operating Profit Before Exception item 259.10 119.86
Less: Current Tax and Deferred Tax - -
Profit After Tax 259.10 119.86
Loss brought forward 871.50 991.36
Total Loss available for appropriation 612.40 871.50
REVIEW OF OPERATIONS FOR 2013-14
In the year under review, the turnover of the company has increased to
Rs. 2585.63 Lacs from Rs 1989.37 Lacs Operating Profit Margin has also
increased to Rs 259.10 Lacs from Rs. 119.86 Lacs due to selling of
value added dyed yarn.
The management continues to pursue its efforts to further improve its
capacity utilization,operating efficiencies and cost competitiveness to
improve its performance in the coming year through increase in
Turnover, improved with appropriate restructuring of products and
procedures. Outlook for current year will be better barring any
unforeseen circumstances.
DIVIDEND
Your directors regret their inability to propose any dividend in view
of the accumulated losses of the company.
OPEN OFFER
During the year Open Offer has been made pursuant to Regulation 3(2)
and other applicable provisions of SEBI (Substantial Acquisition of
Shares and Takeovers ) Regulations,2011 by the Promoters of the Company
for acquiring 11,40,646 shares at a price of Rs. 3/- per share and
after completion of Open Offer formalities in April 2014,shareholding
of promoter''s has been increased from 32.15% to 74.80%.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 the directors
would like to state that:-
I) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
II) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for the year under review;
III) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
IV) The directors have prepared the annual accounts on a going concern
basis.
Board of Directors of Company consist of 2 Independent Directors ,Shri
Sandeep Kumar Modi and Shri Udit Master , who has been appointed since
more than are 5 years as on 01.04.2014 and are liable for retiring by
rotation . This year Independent Director Shri Sandeep Modi retires by
rotation in coming annual general meeting and being eligible to offer
himself for reappointment for period of 5 years as per provision of
Companies Act 2013 . Company has received requisite notices in writing
from member proposing Shri Udit Master as Independent Director for
period of 5 years . The Company has received declaration from both
directors confirming that they meet with the criteria of independence
as prescribed under Section 149 of Companies Act 2013 and under clause
49 of the Listing Agreement of Stock Exchange.
AUDITORS AND AUDITOR''S REPORT
M/s. Shankarlal Jain &Associates, Chartered Accountants, Auditors of
the company, retire at the conclusion of this Annual General Meeting
and being eligible, offer themselves for re-appointment for term upto
year 2017 as per provsion of new Companies Act 2013.There are no
Qualification in Auditor''s Report and notes to accounts are self
explanatory .
PARTICULARS OF EMPLOYEES
There were no employees who have received remuneration in excess of of
amount prescribed under section 134 of Companies Act,2013 read with the
Companies (Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND EXPENDITURE
As required Under Section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules, 1988, the relevant information is given
Annexure which forms part of this report.
INSURANCE
All the properties of your company including its buildings, plant and
machinery and stocks have been adequately insured.
INDUSTRIAL REALATIONS :
During the year ,industrial relations have been extremely cordial .
Management thank all the employees of the company for their dedicated
and unstinted service and their highly valued contribution and
continuing support to your company at all levels.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis are enclosed in ths Annual report.
CORPORATE GOVERNANCE REPORT
Pursuant to clause 49 of Listing Agreement, Coproarte Governance Report
& certification of CEO & Practising Company Secretary are enclosed in
this Annual report.
ACKNOWLEDGMENTS
Your Directors convey their since thanks to the Government of
India,Bankers , Employees, Customers, Agents and suppliers for the
support and assistance provided to the company.
For and on behalf of the Board of Directors
Place: Mumbai SD/-
Date: 14.08.2014 (JATTA SHANKAR PODDAR)
CHAIRMAN
Mar 31, 2013
THE MEMBERS, JATTASHANKAR INDUSTRIES LIMITED.
The Director''s have pleasure in presenting 25th Annual Report and
the Audited account of the company for the year ended 31st March 2013.
FINANCIAL RESULTS
YEAR ENDED YEAR ENDED
31.03.13 31.03.12
Rs.in lacs Rs.in lacs
Sales & Processing Charges 1989.37 367.88
Operating Profit Before Exception item 119.86 106.25
Add: Loan and Accrued
Interest Written back --- 1372.61
Profit Before Tax 119.86 1478.86
Less: Current Tax and Deferred Tax --- ---
Profit After
Tax 119.86 1478.86
Loss brought forward 991.35 2470.22
Total Loss available for appropriation 871.51 991.35
DIVIDEND
Your directors regret their inability to propose any dividend in view
of the accumulated losses of the company. REVIEW OF OPERATIONS FOR
2012-13
In the year under review, the turnover of the company has increased to
Rs. 1989.37 Lacs . But Operating Profit Margin has reduced due to
increase in cost of Inputs and expenses on renovation of Old Plant and
Machineries.
The outlook for the current year is expected to be better than year
2013-2014 barring any unforeseen events & the management is taking all
necessary measures for revival of the company.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 the directors
would like to state that:-
I) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
II) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for the year under review;
III) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
IV) The directors have prepared the annual accounts on a going concern
basis.
DIRECTOR
Shri Udit Master retired by rotation at the ensuing annual general
meeting and being eligible to offer himself for reappointment.
AUDITORS
M/s. Shankarlal Jain &Associates, Chartered Accountants, Auditors of
the company, retire at the conclusion of this Annual General Meeting
and being eligible, offer themselves for re-appointment.
PARTICULARS OF EMPLOYEES
There were no employees who have received remuneration in excess of of
amount prescribed under section 217(2A) of the Companies Acts 1956,
read with the Companies (Particulars of Employees) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND EXPENDITURE
As required Under Section 217 (1) (e)of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules, 1988, the relevant information is given
annexure which forms part of this report.
FIXED DEPOSITS
Your company has not accepted any fixed deposits and the provisions of
Section 58 A of the Companies Act, 1956 are not applicable to the
company.
INSURANCE
All the properties of your company including its buildings, plant and
machinery and stocks have been adequately insured.
CORPORATE GOVERNANCE REPORT
Pursuant to clause 49 of Listing Agreement ,Corporate Governance Report
& certification of CEO & Practicing Company Secretary are enclosed in
this Annual report .
ACKNOWLEDGMENTS
Your Directors convey their since thanks to the Government of
India, company''s customers, marketing agents and suppliers for the
support and assistance provided to the company. Your Directors thank all
the employees of the company for their dedicated and unstinted service
and their highly valued contribution and continuing support to your
company at all levels.
For and on behalf of the Board of Directors
SD/-
(JATTA SHANKAR PODDAR)
CHAIRMAN
Place: Mumbai
Date : 03.09.2013
Mar 31, 2010
The Director's have pleasure in presenting 22nd Annual Report and the
Audited account of the company for the year ended 31st March 2010.
FINANCIAL RESULTS
YEAR ENDED YEAR
31.03.10 ENDED
Rs.in lacs 31.03.09
Rs.in lacs
Sales & Services 210.26 806.41
Profit Before Exception item 47.46 53.29
Profit Before Tax 47.46 141.77
Less: Fringe Benefit Tax 0.08 0.16
Profit After Tax 47.38 141.61
Loss brought forward 2578.18 2719.79
Total Loss available for appropriation 2530.80 2578.18
DIVIDEND
Your directors regret their inability to propose any dividend in view
of the accumulated losses of the company.
REVIEW OF OPERATIONS FOR 2009-10
In the year under review, the turnover of the company has decreased
significantly by 73.93% . From May 2009 onwards , due to expiry of
sales tax exemption , Company has stop doing any own production & sale
& started doing job work of texturising/twisting of yarn. However
Profit margin has increased to Rs.47.46 Lacs due to reduction fixed
overheads& cost cutting measures & improving efficiencies in
manufacturing & other areas .
The out look for the current year is expected to be better than year
2010-2011 barring any unforeseen events & the management is taking all
necessary measures for revival of the company.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956 the directors
would like to state that:-
I) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
II) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for the year under review;
III) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
IV) The directors have prepared the annual accounts on a going concern
basis.
PROVISION FOR SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT, 1985
The company has been declared sick as per the order of BIFR dated
14.06.02 & Central Bank of India has been appointed as operating agency
.As per direction of BIFR/AAIFR , Company has submitted
revised DRS to CBI(OA) & BIFR in 2008 . The Company has already done
OTS via Assignment of Debts with IDBI, GIIC and Central Bank of India.
During current year Company is applying for Scheme of Relief under New
Gujarat Govt. GR for Sick Industrial unit registered with BIFR/GBIFR
,for settlement of Principal outstanding of GSFC of around Rs.358 Lacs.
If OTS proposal is accepted than the revival of company will be
feasible.
DIRECTOR
Shri Sandeep Modi retired by rotation at the ensuing annual general
meeting and being eligible to offer himself for reappointment.
AUDITORS
M/s. Shankarlal Jain &Associates, Chartered Accountants, Auditors of
the company, retire at the conclusion of this Annual General Meeting
and being eligible, offer themselves for re-appointment.
PARTICULARS OF EMPLOYEES
The company had no employees drawing remuneration of Rs.3,00,000/- per
annum or Rs.25,000/- or more per month during the year under review and
hence no statement as required under Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 is required.
CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND EXPENDITURE
As required Under Section 217 (1) (e)of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the report of the
Board of Directors) Rules, 1988, the relevant information is given
annexure which forms part of this report.
FIXED DEPOSITS
Your company has not accepted any fixed deposits and the provisions of
Section 58 A of the Companies Act, 1956 are not applicable to the
company.
INSURANCE
All the properties of your company including its buildings, plant and
machinery and stocks have been adequately insured.
COMPLIANCE REPORT
Compliance Certificate submitted by Practicing Secretary Kala Agarwal
for the year ended 31.03.2010 shall be part of this report
ACKNOWLEDGMENTS
Your Directors convey their since thanks to the Government of India,
The Government of Dadra & Nagar Haveli, Ltd., Gujarat State Financial
Corporation ,the company's customers, marketing agents and suppliers
for the support and assistance provided to the company. Your Directors
thank all the employees of the company for their dedicated and
unstinted service and their highly valued contribution and continuing
support to your company at all levels.
For and on behalf of the Board of Directors
SD/-
(JATTA SHANKAR PODDAR)
CHAIRMAN
Place: Mumbai
Date : 06.09.10