TO
THE SHAREHOLDERS,
Your directors are pleased to present the Annual Report of your Company
and the Company's Audited Financial Statements for the financial year ended 31st
March 2024.
FINANCIAL RESULTS
| PARTICULARS |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
| Profit/(Loss) before Finance Cost, Depreciation, and Tax |
(3670.35) |
2047.55 |
| Finance Cost |
137.80 |
633.42 |
| Depreciation and Amortization |
191.63 |
309.06 |
| Profit / (Loss) Before Tax |
(3999.78) |
1105.07 |
| Provision for Tax: |
|
|
| - Current Tax |
|
|
| - Deferred Tax (Asset) / Liabilities |
(54.68) |
(389.86) |
| Profit / (Loss) After Tax |
(3945.10) |
1494.93 |
| Other Comprehensive Income/(Loss) |
259.08 |
(664.16) |
| Total Comprehensive Income/(Loss) |
(3686.02) |
830.77 |
DIVIDEND
Your directors do not recommend any dividend on Equity and Preference
Shares in view of loss sustained by the company.
OPERATIONS
During the year sales/income from operations was Rs.44.27 Crores as
compared to previous year of Rs.47.14 Crores. But for the suspension of work in Wellington
jute mills for 346 days, 35 days in Yam unit Rishra and 205 days in Fine yam unit Jagatdal
turnover would have been much higher. Presently all the units are running.
The company intends to take up development of diversified products and
increase its sales and introduce more cost saving machineries. Due to geo political
condition the export demand is expected to be sluggish for standard goods.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company
during the year under review.
RISK MANAGEMENT FRAMEWORK
Your company has a Risk Management Framework approved by the Board of
Directors. The Risk Management Framework provides the mechanism for risk assessment and
its mitigation. The Risk Management framework which has been entrusted to Executive
Director & CFO for implementation/administration is being periodically reviewed by the
Audit Committee and the Board of Directors.
None of the risks, the company is exposed to as described in
appropriate part of financial statements and Management Discussion and Analysis Report,
appears significant enough from the standpoint of the existential risk.
EXECUTION OF AGREEMENT FOR SALE OF IMMOVABLE PROPERTY
The Company shall execute an agreement for sale of Property situated at
5 & 7 Circus Avenue, Kolkata-700017 at a consideration of Rs 21 Crores subject to
necessary regulatory compliances and necessary Approval as may be required.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
During the year under review, no complaint of sexual harassment has
been received from any women employee.
PARTICULARS OF EMPLOYEES
There was no employee who was in receipt of remuneration exceeding the
limit specified in Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CHANGES IN SHARE CAPITAL
Dining the year there was no change in paid up Equity Capital and
preference capital of the Company.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on the
date of this report:
I) Mr. NirmalPujara, Managing Director
ii) Mr. Harsh Vardhan Wadhwa, Whole Time Director
iii) Mr. Lalanjee Jha, Executive Director and CFO.
iv) Mr. Gopal Sharma, Company Secretary
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars as required Under Section 134 (3)(m) ofthe Companies Act,
2013, read with Rule 8 (3) ofthe Companies (Accounts) Rules, 2014 regarding conservation
of energy, technology absorption, foreign exchange earnings and outgo are set out in a
separate statement attached to this report and forms part of it.
DIRECTORS RETIRE BY ROTATION
As per provisions of Section 152 of the Companies Act 2013 and Articles
ofAssociation of the Company, Mr. Harsh Vardhan Wadhwa (DIN 08284212), Whole Time Director
retires by rotation at the forthcoming AGM and being eligible, offers himself for
reappointment. The Board recommends his reappointment for approval of the members.
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of Managerial Remuneration as required under section 197 (12)
read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in Annexure-I B of this Report.
STATUTORY AUDITORS & AUDITORS REPORT
M/s. G. Basu& Co., Chartered Accountants (ICAIFRN 301174E) continue
as Statutory Auditors ofthe Company upto the conclusion of 109th AGM to be held in the
calendar year 2027.
The report given by the Statutory Auditor on the financial statements
of the Company forms an integral part of the Annual Report. There is no qualification,
reservation, adverse remark of the statutory auditor in their report. The Auditors have
not reported any fraud during the year.
COSTAUDITORS
Pursuant to provisions of Section 148(1) of the Companies Act, 2013
,your Board of Directors have re-appointed M/s.N Radhakrishnan & Co., Cost Accountants
(Firm Regn No.000056) as Cost Auditor of the Company for the Financial year 2024-2025 for
conducting the Audit of Cost records maintained by the company. The Audit of Cost records
is in progress and report will be filed with the authority within the prescribed time
period in accordance with the Act and relevant rules made thereunder. A proposal for
ratification of remuneration of cost Auditors for the FY 2024-25 will be placed before the
members of the Company at the ensuing AGM for ratification/approval.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Provisions of Section 134 (5) ofthe Companies Act, 2013
your Directors have confirmed that:
a) In the preparation of the Annual Accounts for the Financial Year
ended 31 st March, 2024, the applicable Accounting Standards have been followed along with
proper explanation relating to material departures, if any;
b) They 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/(Loss) of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) The Annual Accounts for the financial year ended 31 st March, 2024
have been prepared on a going concern basis;
e) They have laid down internal financial controls for the Company
which are adequate and are operating effectively and,
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
EXTRACT OF ANNUAL RETURN
Pursuant to provisions of section 92(3) of the Companies Act, 2013 read
with and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an
extract of Annual Return in MGT- 9 is available on the website of the company i.e
www.jute-world/financials/annualreport
SECRETARIALAUDIT
The Board of Directors have re-appointed M/s K. Arun & Co., Company
Secretaries (C.O.P. 2270) to carry out the Secretarial Audit for the Financial Year
2024-25.
The Secretarial Audit Report for the Financial Year ended 31 st March
2024 is given as Annexure-II.
The Report of Secretarial Auditors does not contain any Qualification,
Reservation or Adverse Remark.
INTERNALAUDITORS
The Board of Directors have re-appointed M/s. Vimal & Seksaria, a
firm of Chartered Accountants to carry out the IntemalAudit for the Financial Year2024-25.
MEETINGS OF THE BOARD
Four Meetings of the Board of Directors were held during the year ended
31 st March 2024. Details of composition of Board, Attendance of each Director etc. are
provided in the "Report on Corporate Governance".
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Provisions of section 129(3) of the Companies
Act 2013 and IND AS-103/110, Consolidated Financial Statements presented by the Company
include the Financial Statements of its Subsidiary Company viz., Champdany Constructions
Limited.
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF
SUBSIDIARY COMPANY
Particulars as required under Section 129 (3) of the Companies Act,
2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 the salient features of the
financial statement of company's subsidiary viz., Champdany Constructions Ltd is given
inFormAOC 1 asAnnexure-III.
LISTING WITH THE STOCK EXCHANGE
The Company's shares are listed on the Bombay Stock Exchange Ltd (BSE)
and Annual Listing Fees for financial year 2024-25 has been paid to the Stock Exchange.
SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORS
No significant & Material Orders relating to settlement of tax
liabilities, operation of patent rights, depression in market value of investments,
institution of cases by or against the company, sale or purchase of capital assets or
destruction of any asset etc. were passed by the Regulators for or against the Company
during the financial year ended 31 st March 2024.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made affecting the
financial position of the Company between 1 st April,2024 and 14th June, 2024 which is the
date of the report.
SUSPENSION OF WORK
During the year under review, Wellington Jute Mill (WJM) and Yam Unit,
Rishra were under suspension of work for 346 days and 35 days respectively due labour
unrest and other reasons.
Flax Unit have been subject to suspension ofwork for 366 days during
the year under review due to labour problems. Fine yam unit, Jagatdal has been subject to
suspension of work for 205 days during the year under review due to labour problems.
INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL
STATEMENTS AND ITS ADEQUACY
The Company has adequate Internal Financial Controls with reference to
the Financial Statements. The Company's internal control system is commensurate with the
size, scale and complexity of its operations. The system encompasses the major processes
to ensure reliability of financial reporting, compliance with policies, procedures, laws
and regulations, safeguarding of assets and economical and efficient use of resources.
The Internal Audit has been carried out by M/s. Vimal & Seksaria,
Chartered Accountants.
The internal Auditors continuously monitor the efficacy of Internal
Financial Control system with the objective of providing to the Audit Committee and the
Board of Directors, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the Company's risk management with regard to inter alia, Internal
financial Control system with reference to the financial statements.
The Audit Committee of your Board periodically reviews the Internal
Audit Report submitted by the Internal Auditors. The Audit Committee also meet the
Company's Statutory Auditors to ascertain their views on the financial statements,
including the financial reporting system and compliance to accounting policies and
procedures followed by the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT 2013
Particulars of Investments made by the Company have been disclosed in
note no.38 to the Standalone Financial Statements for the Financial Year Ended 31 st March
2024. The Company has not given any loan during the year.
PARTICULARS OF CONTRACTS, ARRANGEMENTS ENTERED INTO WITH RELATED
PARTIES
During the year under review, the Company has not entered into any
contract / arrangement with related parties which are materially significant.
All contracts/ arrangements entered into by the Company with its
Related Parties as defined under the Companies Act, 2013 read with Regulation 23 of SEBI
(LODR) Regulations, 2015 during the year, were in the ordinary course of business and at
arm's length price. Thus, provisions of Section 188 are not attracted, which have been
duly disclosed in Note No. 32 to the Standalone Financial Statements for the Financial
Year Ended 31 st March 2024.
PREVENTION OF INSIDER'S TRADING
In terms of provisions of SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended up-to-date, the Company has adopted a model Code of Conduct
for prevention of Insider Trading in the shares and securities of the Company. The Code,
inter alia, prohibits purchase, sale of shares of the Company by the Directors, Officers
and Designated Employees while in possession of the unpublished price sensitive
information in relation to the Company. The Company Secretary is the Compliance Officer
for the purpose of these Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34 of the Listing Regulations is presented in Annexure-I
Aforming part of this Annual report.
CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance as prescribed by SEBI. The Report on
Corporate Governance and a Certificate from the Auditors of the Company certifying
compliance of conditions of Corporate Governance are attached hereto and forms part of the
Annual Report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires the conduct of all operations in such a
manner so as to ensure safety of all concerned, compliance of statutory and industrial
requirements for environment protection and conservation of natural resources to the
extent possible.
INDUSTRIAL RELATIONS
Industrial Relations in all units and branches of the Company remained
generally cordial and peaceful throughout the year, except in Units under suspension of
work, etc. as mentioned in Management Discussion & Analysis Report annexed herewith.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their
appreciation for the continuous support, encouragement and co-operation received from the
Company's bankers, the Government of West Bengal, customers, employees, shareholders and
other business associates.