DIRECTORS' REPORT Dear Shareholders, We have pleasure in presenting the 18th Annual Report of the Company and the audited statement of accounts for the year ended 31st March, 2015. A summary of the financial results is given below. MANAGEMENT DISCUSSION AND ANALYSIS Textile industry is one of the oldest and vitally important industry for the economy of the country After agriculture it employs the maximum number of persons in India. Its contribution to GDP and export earnings make it play a pivotal role in India's economy. You are aware of the difficulties being faced by your Company and efforts being made to pay off the high cost borrowings by selling the assets. The Company is making all efforts to settle the dues of creditors and reshape the business model. However, the present market conditions are not conducive for such an exercise. Your Company also attracts provisions of Section 23 (1) (a) (i) of The Sick Industrial Companies Act, 1985 due to erosion of Net worth. MANAGEMENT PERCEPTION OF RISK AND CONCERN(DISCUSSION TO VYAS SIR) 1. Agriculture in India is largely dependent on rains for irrigation As agriculture contributes substantially to our GDP, any downfall in agri production affects economy. Monsoon this year has not been up to the mark and large areas particularly in cotton growing regions have not received adequate rains. It will have its impact not only on quality of cotton but also on its prices during the current year. Consumption of manmade fibers is still low in our country as compared to global standards. 2. China has been a major buyer for Indian textiles - yarn and fabrics. That country is facing economic problems and its import from India has reduced. INTERNAL CONTROL SYSTEM Your Company has developed a well defined internal control system over a period which meets its requirement. The system is reviewed periodically to keep with the times and ensure optimal utilization and protection of company's resources. Audit Committee of the Board monitors the internal control system. HUMAN RESOURCES/INDUSTRIAL RELATIONS Your Company encourages innovation and performance. It appreciates and values the Human asset of the Company. In spite of difficult situation on operational front, the morale of employees is high and they have been working hard to turn the tide in favour of better working of your Company. The Company has developed an environment of harmonious and cordial relations with its employees. As the Company is in Textile business only, segment reporting is not required. DIVIDEND No dividend is being recommended for the year under review in view of the accumulated losses. DIRECTORS' RESPONSIBILITY STATEMENT On the basis of compliance certificates received from the concerned executives of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, as required under Section 134(3)© of the Companies Act 2013, the Directors hereby confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period ; iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any ; iv) the Directors have prepared the annual accounts on a going concern basis. v) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS Your company has Six(6) Directors consisting of Three (3) Non-Executive and Independent director, One (1) Promoter Director, One (1) Woman director and One (1) Managing Director(MD) as on March 31, 2015. NON-EXECUTIVE AND INDEPENDENT DIRECTOR In terms of the definition of 'Independence' of Directors as prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013 and based on the confirmation/ disclosures received from the Directors, the following Non-Executive Directors are Independent Directors:- 1. Mr. N. K. Khurana 2. Mr. Akash Bharatbhai Shah 3. Mr. R. N. Swami WOMAN DIRECTOR In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one Woman Director on the Board of the company. Your Company has Ms. Shakuntala Vyas as Director on the Board of the Company since September 2014. MANAGING DIRECTOR Mr. S. G. Vyas has been serving as the Managing Director of the Company since 1st April, 1997 with the approval of the shareholders from time to time. The Board of Directors of the Company at their meeting held on September 1, 2015 has approved the reappointment ofMr. S. G. Vyas as mD subject to the approval ofthe shareholders. APPOINTMENT/RESIGNATION OF THE KEY MANAGERIAL PERSONNEL Mr. Manish Kumar Jain has been appointed as CFO of the company and Mrs. Manu Agarwal, Company Secretary of the Company has resigned from the services of the Company for personal reasons. DIRECTORS RETIRING BY ROTATION In terms of section 152 of the Companies Act, 2013 Mr. S.G Vyas being longest in the office shall retire at the ensuing AGM and being eligible for re-appointment, offers himselffor re-appointment. NUMBER OF MEETINGS OF THE BOARD Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other business. The Board met six (6) times during the FY 2014-2015 viz. on May 15, 2014, August 14, 2014, September 04, 2014, November 14, 2014, February 02, 2015 and March 21, 2015. Detailed information on the meetings of Board are included in the report on Corporate Governance, which forms part of this Annual Report. COMMITTEES OF THE BOARD The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provision of applicable laws and statutes. The Company has following committees of the Board: • Audit Committee • Nomination and Remuneration Committee • Shareholders Relationship Committee The details with respect to the composition, power, roles, terms of reference, etc. of relevant committees are given in details in the ' Report on Corporate Governance' of the Company which forms part of this Annual Report. PERFORMANCE EVALUTION OF THE BOARD The Nomination and Remuneration Committee at its meeting and Board of Directors at its meeting had laid down criteria for performance evaluation of Directors, MD and Board Level Committees and Board as a whole and also the evaluation process for the same. The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level Committees are given in detail in the report on Corporate Governance, which forms part of this Annual Report. The performance of the member of the Board, the Board Level Committees and the Board as a whole were evaluated at the meeting of Independent Directors and the Board of Directors. CORPORATE GOVERNANCE Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/applicable laws. A Separate Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from M/s G. Dutta & co., Chartered Accountants, Jaipur regarding compliance with Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance as Annexure-1. EXTRACT OF ANNUAL RETURN AND OTHER DISCLOSURE UNDER COMPANIES (APPONITMENT & REMUNERATION) Rules, 2014 The Extract of Annual Return in form MGT-9 as per section 134(3)(a) ofthe Companies Act, 2013read with rule 8 of the Companies Act (Accounts) Rules, 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 duly certified by the Practising Company Secretary is annexed hereto and forms part of this report as Annexure-2. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Your company has not directly or indirectly given any loan to any person or other body corporate other than usual advances envisaged in business contracts for supply of materials etc. if any, given any guarantee or provide security in connection with a loan to any other body corporate or person and acquired by way of subscription purchase or otherwise, the securities of any other body corporate except as stated. VIGIL MECHANISM The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns relating to Reportable Matters (as defined in the policy) such as breach of Code of Conduct, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle Blowers have been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are explained in the Report on Corporate Governance and also available on the website of the Company (www.jagjanajni.com ). RELATED PARTY TRANSECTION Under Section 188 and other applicable provision, if any, of the Companies Act, 2013 and rule 15 of Companies (Meeting of Board and its Power)Rule, 2014 Your company does not enter in any related party transaction during the F.Y 2014-2015. DISCLOSER UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has been employing one women employee. There was no complaint received form women employees during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal. OTHER INFORMATION Auditors M/s G. Dutta & Co., Chartered Accountants, (ICAI Registration No. 002136 'C') who are Statutory Auditors of the Company will hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s G. Dutta & Co., Chartered Accountants, that their appointment, if made, would be in conformity with the limits specified in the said Section. The observations made by the Auditors in their Report are adequately explained in the notes to the Accounts and significant Accounting Policies and need no further elaboration. The Report of Statutory Auditors for the Financial year 2014-15 is annexed hereto and forms part of this report as Annexure-3. Cost Auditor & Cost Audit Report The Company does not fall under the ambit of provisions of Section 233B of the Companies Act, 1956, read with The Companies (Cost Accounting Records) Rules, 2011. Thus there is no requirement of appointment of Cost Auditor for your Company. Information as per section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: None of the employee was in receipt of remuneration in excess of limit prescribed under Section 197 (12) of the Companies Act, 2013. Secretarial Auditors And Secretarial Audit Report Pursuant to Section 204 of the Companies Act, 2013 our Company has appointed M/s Manish Sharma & Associates Practicing Company Secretary, Jaipur as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2014-15. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the FY 2014-15 is annexed hereto and forms part of this report as Annexure-4. Energy Conservation, Technology Absorption & Foreign Exchange A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report as Annexure-5. CASH FLOW ANALYSIS In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2015 is annexed hereto. ACKNOWLEDGEMENT The Board acknowledges with deep sense of gratitude for the valuable assistance and cooperation extended and guidance provided by Government Authorities, and Business associates and looks forward for their continued support. Your Directors are also grateful to the customers & suppliers for their trust and support. Your Directors would like to appreciate dedication and hard work put in by every employee of your company. Last but not the least, your Directors are deeply grateful for the confidence and faith shown by the members of the Company in them. On behalf of the Board, Sd/- S.G.Vyas Managing Director (DIN-01905310) Sd/-S.K.Singhal Director (DIN-00075934) Jaipur. 30.05.2015 |