DIRECTOR'S REPORT To, The Members, Jattashankar Industries Limited Your Directors have to pleasure in presenting their 27th Annual Report together with Audited accounts of the Company for the year ended March 31, 2015. 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 divercification 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. Particulars of Loans, Guarantees and Investments There were no loans, guarantees and investments made by the company under Section 186 of the Companies Act, 2013 during the year under review. Subsidiary Companies The Company does not have any subsidiary. 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 Jattashankar Poddar Managing Director Place: Mumbai Date:-15/07/2015 |