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EQUITY - MARKET SCREENER

Jayatma Industries Ltd
Industry :  Textiles - Cotton/Blended
BSE Code
ISIN Demat
Book Value()
531323
INE250D01017
19.700446
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
32.43
7.41
EPS(TTM)
Face Value()
Div & Yield %
0.37
10
0
 

As on: Oct 03, 2022 01:57 AM

Dear Members,

We have pleasure in presenting the 37th Annual Report of the Company along with the audited statement of accounts for the year ended 31st March, 2021. The financial results for the year are shown below.

1. FINANCIAL RESULTS:

(Rs. in lakhs)

Particulars 2020-21 2019-20
Total Revenue (including other income) 15538.08 11661.21
Total Expenditure (Excluding Finance Cost, Depreciation & Tax) (15302.46) (11375.35)
Profit/(loss) before Finance Cost, Depreciation & Tax. 235.62 285.86
Finance Cost (172.51) (239.42)
Profit/(loss) before Depreciation & Tax 63.11 48.44
Provision for depreciation (31.48) (34.00)
Profit/(loss) before Tax 31.63 14.44
Provision for Tax (8.22) 3.98
Net profit/(loss) after tax for the year 23.41 18.41
Add: Balance brought forward from Previous year 131.52 113.11
Balance carried to next year 154.93 131.52

2. FINANCIAL / OPERATIONAL PERFORMANCE: Revenue from operations (gross):

The Financial year 2020-21 has been very challenging and uncertain year. The COVID-19 pandemic resulted in complete lockdown for the 1st quarter of the financial year. There was a constant challenge to maintain balance between lives and livelihood. In that tough and uncertain times, you company has achieved a revenue growth of more than 33% with gross revenue sales of Rs. 155.38 crores Similarly the profit before tax has increased by 119% and the net profit has increased by more than 27%.

3. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, the Company has not changed nature of business.

4. DIVIDEND:

The Company has decided to plough back the profits for the future development and expansion, hence the Board of Directors has not recommended any dividend for the financial year 2020-21.

5. SHARE CAPITAL:

During the year under review the Company has not issued any shares. The total paid up capital of the company at the end of financial year 2020-2021 stood Rs. 6,15,30,000/- (Rupees Six Crores Fifteen Lakh Thirty Thousand Only).

6. ANNUAL RETURN:

The Annual Return pursuant to the provision of section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2020-21 in Form No. MGT – 7 is provided upon the website of the Company at http://www.jayatmaindustries.com/investor_relation.html.

7. AUDITORS AND AUDITORS' REPORT: Statutory Auditor:

M/s. GMCA & Co., Chartered Accountants, statutory auditors of the Company has carried out the statutory Audit and submitted its report for the financial year ended on March 31, 2021. There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors' Report.

Secretarial Auditor:

Chintan K. Patel, Company Secretary in Practice, was reappointed as Secretarial Auditors of the company by the Board to carry out Secretarial Audit for the Financial Year 2021-2022. The Secretarial Auditors of the Company have submitted their Report in form No. MR - 3 as required under section 204, of the Companies Act, 2013 for the financial year ended 31st March 2021. This Report is self-explanatory and requires no comments. The Secretarial Audit Report forms part of this report as Annexure - III.

8. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company doesn't have any Subsidiaries, Associates or Joint Venture Companies.

9. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company doesn't have any Subsidiaries, Associates or Joint Venture Companies.

10. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

There are no companies which have become or ceased to be Company's Subsidiaries, Joint ventures or Associate companies.

11. CORPORATE GOVERNANCE REPORT:

The Company is exempt under Regulation 27(2) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, read with, Regulation 15 of Chapter IV SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Hence, Annual Report 2020-21 does not contain the Corporate Governance Report. Further, as and when the company falls under the applicability to provide Corporate Governance Report, the company will comply with the same. (Refer Annex – II attached herewith.)

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal control in all spheres of its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines. The Audit Committee of the Board of Directors reviews the adequacy of internal controls from time to time.

A report on the Internal Financial Control under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 is annexed to Independent Audit Report on Financial Statement as Annexure B.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE

GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

14. BOARD OF DIRECTORS:

Name of Director Category
Mr. Janak G. Nanavaty Chairman & Independent Director
Mr. Nirav K. Shah CEO & Director
Mr. Fenil R. Shah Independent Director
Mr. Rajan P. Parikh Independent Director
Mrs. Toshi B. Mehta Non-Executive Director

15. NUMBER OF MEETINGS AND ATTENDANCE:

The Company sends notice of meetings of the Board well in advance so as to allow the Directors to block their calendars. There were seven meetings of the board viz. 17.06.2020, 30.07.2020, 31.08.2020, 11.11.2020, 05.12.2020, 12.02.2021 and 25.03.2021 held during the year, details which is required pursuant to section 134(3)(b) of the Companies Act, 2013 are given as under:

Name of director No. of Board meetings attended Whether attended AGM held on 26.09.2020
Mr. Nirav K Shah 7 Y
Mr. Fenil R Shah 7 Y
Mr. Rajan P. Parikh 7 N
Mr. Janak G Nanavaty 7 N
Mrs. Toshi B. Mehta 7 Y

16. COMPOSITION OF COMMITTEES AND ATTENDANCE:

A. AUDIT COMMITTEE:

Pursuant to provisions of Section 177 of the Companies act 2013, during the year under review, four meetings were held on 30.07.2020, 31.08.2020, 11.11.2020 and 12.02.2021 The attendance record of the members at the meeting was as follows:

Name of Member Designation Attendance
Mr. Janak G Nanavaty Chairman 4
Mr. Nirav K Shah Member 4
Mr. Fenil R Shah Member 4
Mr. Rajan P. Parikh Member 4

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provision of section 178 (1) of the Companies act 2013, The nomination and remuneration Committee met twice in the financial year 2020-2021 i.e on 17th June, 2020 and on 25th March, 2021. The attendance record of the members at the meeting was as follows:

Name of Member Designation Attendance
Mr. Janak G Nanavaty Chairman 2
Mr. Rajan Parikh Member 2
Mr. Fenil R Shah Member 2

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to provision of section 178 (5) of the Companies act 2013, during the year under review, three meetings were held on 31.08.2020, 11.11.2020, 12.02.2021. The attendance record of the members at the meeting was as follows:

Name of Member Designation Attendance
Mr. Janak G Nanavaty Chairman 3
Mr. Rajan Parikh Member 3
Mr. Fenil R Shah Member 3

D. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company held on 31st March, 2021 wherein all the independent directors were present.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in relation to financial statements for the year 2020-21, the Board of Directors state that:

a) In the preparation of Annual Accounts for the period ended 31st March, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors had 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 the year ended 31st March, 2021.

c) The Directors had 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 Directors had prepared the annual accounts for the financial year ended 31st March, 2021 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. RELATED PARTY TRANSACTION:

There were no materially significant related party transactions entered into between the Company, Directors, management or their relatives. Hence, disclosure in Form AOC-2 is not provided. All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2020-21 were in the ordinary course of business and on arm's length basis as disclosed in the financial statements. The details of related party disclosure form a part of notes to the financial statements provided in the annual report.

19. DECLARATION AS TO INDEPENDENT DIRECTORS PURSUANT TO PROVISIONS OF SECTION 134(3)(d) READ WITH SECTION 149(6) OF THE COMPANIES ACT 2013:

All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

a) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.

b) I. Independent Directors are or were not a Promoter of the Company or its Holding or subsidiary or associate company. II. Independent Directors are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

c) Independent Directors have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 Lakhs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year.

e) That Independent Directors, neither himself, nor any of his relatives,

I. holds or has held the position of a Key Managerial Personnel or is or has been employee of the holding subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.

II. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed, of – A. A firm of auditors or Company Secretaries in Practice or Cost Auditors of the company or its holding, subsidiary or associate company; or B. Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or Associate company amounting to 10% or more of the gross turnover of such firm;

III. holds together with his relatives less than 2% or more of the total voting power of the company; or

IV. is a Chief Executive or director, by whatever name called, or any non-profit organization that receives 25% or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company; or

f) Independent Directors possess such other qualifications as may be prescribed.

20. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021:

The particulars of ratio of remuneration of each director to median remuneration of the employees of the Company for the financial year under report, percentage increase in remuneration to each Director and Key Managerial Personnel, etc. more particularly described under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given as under;

Name of Director and KMP Designation Performance of the Company
Mr. Nirav K Shah CEO and Director The Company was able to achieve Rs. 155.3808 crores as total revenue during the year as compared to Rs. 116.6121 crores in Previous Year. During the year under review, the Company has earned net profit of Rs. 23.41 Lakhs as compared to 18.41 Lakhs during the Previous Year.
Mr. Fenil R Shah Independent Director
Mr. Janak G Nanavaty Independent Director
Mr. Rajan Parikh Independent Director
Ms. Toshi Mehta Non-Executive Director
Mr. Mayank Thaker Chief Financial officer
Ms. Charvi Nayani (Resigned on 12.11.2020) Company Secretary
Mr. Hardik Joshi (Appointed on 25.03.2021) Company Secretary

I. The ratio of the remuneration of each director to the median remuneration of the employees of the company:

Total Remuneration: Rs. 13,67,697

Remuneration to Company Secretary (Ms. Charvi Nayani): Rs. 1,84,028

Remuneration to Company Secretary (Mr. Hardik Joshi): Rs. 9691

Remuneration to Chief Financial Officer (Mr. Mayank Thaker): 5,54,620

Remuneration to other Employee: Rs. 6,19,358

Sitting Fees paid to other Director: Rs. 41,250

II. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: NIL

III. The Percentage (%) increase in the median remuneration of employees: Nil

IV. Number of permanent Employees on the rolls of Company: 5

V. The Market Capitalisation of the Company as at 31st March 2021 is 441.4696 lakhs against Rs. 419.8592 lakhs as at 31st March 2020.

Price Earnings Ratio:

As on Market Value per Shares (P) Earnings Per Share (E) P/E Ratio
31st of March, 2021 Rs. 7.15 0.38 18.82
31st of March, 2020 Rs. 6.80 0.30 22.67

VI. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NOT APPLICABLE as there was no increase in the managerial remuneration.

VII. The key parameters for any variable component of remuneration availed by the directors: Directors are paid sitting fees only. Components for the Sitting fees are variable. Sitting fee depends upon ones attendance of the meeting. The Key parameters therefore are as envisaged under the Companies Act.

VIII. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and No employee is receiving remuneration in excess or higher than the remuneration of Director or Key Managerial Personnel.

IX. Affirmation that the remuneration is as per the remuneration policy of the company. All remuneration of the Employees and directors are decided by the Nomination & Remuneration Committee and by the Board of Directors within the organization.

21. FORMAL ANNUAL EVALUATION PROCESS BY BOARD PURSUANT TO SECTION 134(3)(p):

The Company has in place a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The Board after taking into consideration the criteria of evaluation laid down by the Nomination and Remuneration Committee in its policy such as Board Composition, level of involvement, performance of duties, attendance etc. had evaluated its own performance, the performance of its committees and Independent Directors (excluding the Director being evaluated).

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

22. RISK MANAGEMENT:

The Company was already having a risk management system to identify, evaluate and minimize the Business risks. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the organization.

23. COMMISSION:

None of the Directors are receiving Commission from the company.

24. CORPORATE SOCIAL RESPONSIBILITY:

As Company does not come under the ambit of 135 of the Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014, Company has not formed Corporate Social Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule, 2014 regarding disclosure of contents of Corporate Social Responsibility Policy is not applicable to the Company.

25. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with The Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs.5 lakhs per month or Rs. 60 lakhs per annum during the year under review.

26. MAINTENANCE OF COST RECORDS:

The Company falls within the limits specified in Section 148 of the Companies Act, 2013 and rule 3 of the Companies (Cost Records and Audit) Rules, 2014 identifying the Companies who are required to keep Cost Records, undergo a Cost Audit, and submit a Cost Audit Report. Hence the provisions with respect to maintenance and submission of Cost Records and Cost Audit is not applicable to the Company.

27. DEPOSITS:

During the year under review, the Company had not accepted any deposit from public during the year.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments made and loans advanced by the company have been given in note to the Financial Statement. The Company has not given any Guarantee pursuant to the provision of Section 186 of the Companies Act, 2013.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism for directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. This mechanism provides safeguards against victimization of directors/employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The policy/vigil mechanism has been appropriately communicated to the employees within the organization and has been put on the Company's website www.jayatmaindustries.com.

30. SAFETY, HEALTH AND ENVIRONMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analyzed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe practices to be followed at work place.

(b) Your company attached importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues if any are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per Gujarat Pollution Control guidelines is of high concern to the Company.

31. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

All Board Directors and the designated employees have confirmed compliance with the Code.

32. INDEPENDENT DIRECTORS' MEETING:

In compliance with Section 149(8) of the Companies Act, 2013 read with Schedule IV of the Act and As per SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors met on 31st March, 2021, inter alia, to discuss:

a) The performance of Non-Independent Directors and the Board of Directors;

b) The performance of the Chairperson of the Company,

c) Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

33. LISTING:

The Equity shares of the company are listed on BSE Limited and Company has paid Annual Listing Fees up to the Year 2021-2022.

34. DISCLOSURE OF SEXUAL HARASSMENT:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year.

35. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The Company is strongly motivated by adaption of concept of green energy. The production process of the Company is majorly driven by the in house production of electricity and same is being generated by use of renewable resources of energy. The company hugely contributing towards the green initiative. As required by the Section 134 (3)(m) of The Companies Act, 2013 read with rule 3 of the Companies (Account) Rule 2014, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant are given in Annexure-I to this Report.

36. ACKNOWLEDGMENTS:

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business constituents for their continued and valuable co-operation and support to the company. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all level of the operation of the company during the year.

Date: 12th August, 2021 For and on behalf of the Board,
Place: Ahmedabad Nirav Shah Fenil Shah
CEO & Director Director
DIN: 00397336 DIN: 01558417