TO THE SHAREHOLDERSS
Your directors are pleased to present the Annual Report of your Company and the
Companys Audited Financial
Statements for the financial year ended 31 March 2023.
FINANCIAL RESULTS |
|
(Rs. in lacs) |
PARTICULARS |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
Pro t/(Loss) before Finance Cost, Depreciation, and
Tax |
2047.55 |
228.85 |
Finance Cost |
633.42 |
585.21 |
Depreciation and Amortization |
309.06 |
336.25 |
Pro t / (Loss) Before Tax |
1105.07 |
(692.61) |
Provision for Tax: |
|
|
- Current Tax |
(389.86) |
- (386.30) |
- Deferred Tax (Asset) / Liabilities |
1494.93 |
(306.31) |
Pro t / (Loss) After Tax |
(664.16) |
457.33 |
Other Comprehensive Income/(Loss) |
830.77 |
151.02 |
Total Comprehensive Income/(Loss) |
|
|
DIVIDEND
Your directors do not recommend any dividend on Equity and Preference Shares in view of
carry forward loss.
OPERATIONS
During the year sales/income from operations was Rs.47.14 Crores compared to previous
year Rs.44.05 Crores Cost of Manufacture was higher than the previous year mainly due to
unprecedented rise in input costs. Besides , due to Russia-Ukraine crisis economy of many
countries was su ered resulting in slowing down of demand and prices of hessian softening.
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.
SHALIMAR UNIT
The Company had entered into Business Development Agreement on 13th August, 2021 with
Eden realty Ventures Pvt Ltd for development of one of the non-core assets of the company
situated at 39, Shalimar Road, Shibpur, Howrah. The company took shareholders approval on
21st August, 2021 by postal ballot. However, the said agreement was cancelled due to
default in payment of installments by Eden realty Ventures Pvt Ltd. Due to the disputes
and differences the matter was referred to Arbitration for settlement. After many hearing,
at the instance of the Arbitrator, settlement was reached at Rs 60 crores with Shakhambari
Real Ventures Pvt.Ltd., a subsidiary of Eden Realty Ventures Pvt. Ltd (original Buyer).
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 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.
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
During 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. Nirmal Pujara 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) of the Companies Act, 2013, read with
Rule 8 (3) of the 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 of Association
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.
APPOINTMENT OF DIRECTORS
Mrs Mina Agarwal (DIN: 06948015), who was appointed as Independent Director of the
Company at103rd AGM
th st
held on 30 September, 2021 for 1 Term of 2 years. She will cease to be Independent
Director of the company on the
th
conclusion of 105 AGM to be held on 31.08.2023 and being eligible offers for
re-appointment. The Board recommend the re-appointment of Mrs Mina Agarwal (DIN: 06948015)
for further period of 5 years subject to approval of shareholders in the ensuing AGM.
Further, Mr. Lalanjee Jha (DIN 08942636) who was already a CFO of the company was also
appointed as an Executive Director by the members in the AGM held on 30.12.2020 for a
period of 3 years and his period of officeexpires on the date of ensuing AGM. Taking note
of his experience, time and energy devoted towards the Company Performance, the Board has
approved his re-appointment as Executive Director & CFO of the Company for a further
period of 1 year. Details of the Directors proposed to be re-appointed at the ensuing
Annual General Meeting, as required by Regulation 36(3) of the SEBI (LODR) Regulations,
2015 are provided at the end of the Notice convening the 105th AGM.
The Board of Directors of the company at its meeting held on 14.11.2022 approved
appointment of Mr. Harsh Vardhan Wadhwa, (08284212) as a whole Time Director of the
company subject to approval of shareholders by postal ballot.The Company has taken
shareholders approval for said appointment by postal ballot on 22.01.2023 as per
regulation 17(1C) of SEBI (LODR) Regulation,2015.
Further, Board of Directors at its meeting held on 30.05.2023 has appointed Mr. Mukul
Banerjee (DIN 07527632) as Additional Independent Director of the Company subject to
approval of shareholders .The Company has received the consent from Mr. Mukul Banerjee to
act as an Independent Director of the Company.
CESSATION OF INDEPENDENT DIRECTOR AT THE AGM
the Mr. Mrityunjoy Banerjee (DIN: 08600440), was appointed as Independent Director of
the Company at 104 AGM
the held on 30 September, 2022 for 2 term of 1 year. He will cease to be Independent
Director of the company on the
th
conclusion of 105 AGM and he is not eligible for re-appointment on completion of his
2nd Term of 1 year because as per Section 149 of the Companies Act, 2013 no independent
director shall hold officefor more than two consecutive terms. Consequently, he will cease
to be the Director with effect from the ensuing AGM to be held in the year, 2023. The
Board appreciates and record the contribution of Mr. Mrityunjoy Banerjee for his valuable
guidance and advise during his tenure.
DISCLOSURES ON MANAGERIAL REMUNERATION
Details of Managerial Remuneration as required under section 197 (12) read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is given in Annexure I of this Report.
STATUTORY AUDITORS & AUDITORS REPORT
M/s. G. Basu & Co., Chartered Accountants (ICAI FRN 301174E) has been reappointed
as Statutory Auditors of the
the Company at the 104 AGM held on 30 September 2022 for another term of Five
consecutive years i.e. upto the
thconclusion of 109 AGM to be held in the year 2027.
The report given by the Statutory Auditor on the financial statements of the Company
forms part of the Annual Report. There is no quali cation, reservation, adverse remark of
the statutory auditor in their report. The Auditors have not reported any fraud during the
year.
COST AUDITORS
Pursuant to provisions of Section 148(1) of the Companies Act, 2013 ,your Board of
Directors have re-appointed M/s. M/s N Radhakrishnan & Co., Cost Accountants (Firm
Regn No..000056) as Cost Auditor of the Company for the Financial year 2023-2024 for
conducting the Audit of Cost records maintained by the company.The Audit of Cost records
is in progress and report will be led with the authority within the prescribed time period
in accordance with the Act and relevant rules made thereunder.A proposal for rati cation
of remuneration of cost Auditors for the FY 2023-24 will be placed before the members of
the Company at the ensuing AGM for rati cation/approval.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Provisions of Section 134 (5) of the Companies Act, 2013 your Directors
have con rmed that:
a) In the preparation of the Annual Accounts for the Financial Year ended 31 March,
2023, 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 a airs of the
Company at the end of the financial year and of the pro t/(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 March, 2023 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.
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/
nancials/annualreport
SECRETARIAL AUDIT
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 2023-24.
The Secretarial Audit Report for the Financial Year ended 31 March 2023 is given as Annexure
II.
The Report of Secretarial Auditors does not contain any Quali cation, Reservation or
Adverse Remark.
INTERNAL AUDITORS
The Board of Directors have Reappointed M/s.Vimal & Seksaria., a rm of Chartered
Accountants to carry out the
Internal Audit for the Financial Year 2023-24
MEETINGS OF THE BOARD
st
Five Meetings of the Board of Directors were held during the year ended 31 March 2023.
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 in Form AOC 1 as
Annexure III.
LISTING WITH THE STOCK EXCHANGE
The Company's shares are listed on the BSE Ltd (BSE) and Annual Listing Fees for
financial year 2023-24 has been paid to the Stock Exchange.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE 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 March 2023.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made affecting the financial position of
the Company between 1st
April,2023 and 30 May,2023 which is the date of the report.
SUSPENSION OF WORK
During the year under review, Wellington Jute Mill (WJM) and Yarn Unit, Rishra were
under suspension of work for 365 days and 137 days due labour unrest, covid and other
reasons.
Flax Unit have been subject to suspension of work for 365 days during the year under
review due to labour problems.
However, lately due to improvement in situation, possibility of some unit reopening
appears bright.
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 e cacy 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 March 2023. 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 March 2023.
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 a separate section forming 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 form part of the Directors'
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.
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On Behalf of the Board |
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|
|
M Agarwal |
|
|
|
(DIN06948015) |
|
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|
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Directors |
Place: |
Kolkata |
L Jha |
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Dated: 30.05.2023 |
(DIN 08972636) |
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