2014-15 2013-14
Profit before Tax, Depreciation and Extra Ordinary Items (123.38) (1543.45)
Less : Depreciation 441.16 367.56
Profit/(Loss) before Tax and extra ordinary items (564.54) (1911.01)
Less : IT. for earlier year - -
Less : Prior Period Items 056 079
Profit/(Loss) before Extra-Ordinary Items (565.10) (1911.80)
Extra Ordinary Items 299.75 (400.00)
Profit/(Loss) after Tax (265.35) (2311.80)
Add : Balance brought forward from Previous year (4653.55) (2341.75)
Balance in Profit & Loss Account (4918.90) (4653.55)
The performance of the Company during the year under review was a little better than the previous year. It was able to arrest the loss to some extent. As reported earlier the units at Bangalore were closed during the previous year. The unit at Kolkata viz. J. J. Spectrum Silk which was temporarily closed during the previous year w.e.f. 01.12.2013 continued to be under temporary closure during the current year. However the unit at Bhagalpur remained operational. The sale revenue for the year was down at Rs.1665.99 lacs as compared to Rs.3288.35 lacs in the previous year. The loss before tax and extra-ordinary item was down at Rs.565.10 lacs as compared to Rs.1911.80 lacs during the previous year.
CURRENT YEAR'S OUTLOOK
At this instance the outlook of the silk market globally for the current year does not look any different than the one during the year under review. Taking this into account, your directors have decided after due market research to add additional streams of revenue apart from the core business of the Company, which includes export of linen and polyester fabrics, which would not require additional infrastructure but shall add to the top line of the company.
In order to improve the working of the Company and generate more business your directors have decided to strengthen the design department, which shall be for the existing core business of silk along with linen and polyester fabrics. It has also been decided to actively participate in more trade fairs and revive contacts with our old customers. Your directors have also decided to control expenditure wherever possible. With all these measures your directors are hopeful of improvement in the current year.
SETTLEMENT OF DUES OF THE BANKS
In view of the poor performance of the Company, your Directors had approached its bankers for settlement of their dues. The Federal Bank Ltd. had approved the settlement during the year. The amount settled with The Federal Bank Ltd has since been paid. The settlement with IDBI Bank Ltd has also been reached and the initial payment of Rs.500 lacs required to be paid in terms of their sanction letter has also been made by the Company. However, the Company has approached IDBI Bank for extension of the dates for payment of balance amount of settlement. Final negotiation with Indian Overseas Bank has also been had at Branch level and accordingly the Company has revised its offer for the OTS. Your Directors are confident of getting the same approved by the final authorities of the Bank.
Your Directors are trying to sell Company's building at Bangalore and also the unit at Gangarampur to pay off the banks.
SHARE CAPITAL
The Company has not issued any shares with differential voting rights, sweat equity shares or employee stock option during the year under review. The Company has also not made any provision for purchase of its own shares by employees or trustees for the benefit of employees.
DIRECTORS
Mr. M. L Gulrajani resigned from the Board of the Company during the year w.e.f. 22.05.2014. Ms. Puja Jhunjhunwala & Ms. Dipali Sharma were appointed as Additional Directors during the year by the Board on 27.03.2015. Ms. Puja Jhunjhunwala and Ms. Dipali Sharma will hold office till the conclusion of the forthcoming Annual General Meeting. Notices from members of the Company have been received proposing them as regular Directors of the Company. Ms. Puja Jhunjhunwala & Ms. Dipali Sharma are accordingly proposed to be appointed as Independent Directors at the ensuing Annual General Meeting.
Mr. P. K. Sarkar, an Independent Director on the Board of the Company died on 16.07.2015 The Board places its appreciation on record for the valuable services it received from Mr. Sarkar during his association with the Company.
Necessary declaration as required under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence and are eligible to continue as Independent Director has been received from Mr. Rahul Singhi and Mr. H. S. Senapati, the Independent Directors on the Board and from Ms. Puja Jhunjhunwala and Ms. Dipali Sharma proposed to be appointed as Independent Directors at the ensuing Annual General Meeting.
Mr. S. N. Jhunjhunwala, Director, retires by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Mr. A. B. Chaturvedi, Director was additionally appointed as CFO of the Company during the year.
A meeting of Independent Directors was held during the year where performance of non-independent Directors was evaluated. The performance of Independent Directors was evaluated by the Board. The performance of an individual director is evaluated based on the performance of the department/unit of which he is the functional head. The performance of the Board as a whole or its committee is evaluated based on the performance of the Company.
Details about the nos. of Board meeting held during the year, the composition of Audit Committee and the number of times it met during the year are disclosed in the Corporate Governance Report which forms a part of this report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has framed vigil mechanism and whistle blower policy for Directors and employees to report genuine concern The details are available on Company's website, www.jjexporters.com.
PARTICULARS OF CONTRACTOR OR ARRANGEMENTS WITH RELATED PARTIES
All the contracts and arrangements entered into with related parties during the year were at arm's length basis. Details of the same are given in Form OAC-2 and is annexed to the report.
SECRETARIAL AUDIT REPORT
Secretarial Audit Report given by M/s. MR & Associates, Company Secretaries in practice, is annexed to the report.
RISK MANAGEMENT POLICY
Details of Risk Management Policy are given in Corporate Governance Report and forms a part of this report.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No.MGT-9 is annexed to the report and forms a part of the Board's report
NOMINATION AND REMUNERATION COMMITTEE
The Remuneration Committee of Board of Directors was renamed as Nomination and Remuneration Committee during the year. The Committee identifies and recommends suitable candidates as Members of Board, Key managerial personnel and other Senior Management. The remuneration policy of the Company aims to ensure fair remuneration for the employees based on their performance. It also ensures to eliminate discrimination while fixing the remuneration of various employees.
OVERSEAS SUBSIDIARIES AND JOINT VENTURE
Your Directors have disposed of its investment in the subsidiary viz. J. J. Creations at Belgium during the year. As such, the said J. J. Creations has ceased to be a subsidiary of the Company.
The performance of the other subsidiary viz. Spin International Inc. was, by and large, satisfactory during the year.
RETAIL SHOWROOM
The performance of Company's retail showroom 'ONSET at Kolkata was by and large satisfactory during the year.
DIVIDEND
Owing to loss, your Directors do not recommend any dividend for the year.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 134(3) (c) of the Companies Act, 2013, your Directors confirm that
(a) in the preparation of the annual accounts, 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 loss of the Company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts 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 were adequate and operating effectively.
CORPORATE GOVERNANCE
Your Company has consistently been complying with the Corporate Governance Code prescribed by SEBI and a detailed report on Corporate Governance together with a Certificate of Compliance from the Statutory Auditors, as required by Clause 49 of the Listing Agreement, forms a part of this Annual Report.
AUDITORS
M/s. Salarpuria Jajodia & Co., Chartered Accountants, Kolkata, bearing Registration No.302111E, were appointed as auditors of the Company for three years at the 41st Annual General Meeting held on 29.09.2014, to hold office till the conclusion of the 44th Annual General Meeting to be held in the year 2017. However, a certificate has been obtained from them that their appointment is within the limits prescribed by the Act and they continue to meet the criteria specified u/s.141 of the Companies Act, 2013.
The remark in Auditors Report read with notes to Accounts are self-explanatory and need no further clarification.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
A) Conservation of energy and technology absorption :
The Company had closed its unit at Bangalore w.e.f. 01.04.2013. The unit at Gangarampur continued to be under temporary closure during the year.
The particulars in respect of conservation of energy and technology absorption in respect of Bhagalpur Unit are given in Annexure 'A forming part of this report pursuant to Section 134(3)(m) of Companies Act, 2013 and rules made thereunder,
B) Foreign Exchange earnings and outgo :
The information is contained in Item No.16 of Note No. '23' in notes to the accounts.
INVESTMENTS
The details of investments are given in Note No. '8' annexed to the annual accounts of the Company.
SUBSIDIARY COMPANIES
The particulars, as required under Section 134 of the Companies Act, 2013 and Rules made thereunder, in respect of Company's subsidiaries viz. Spin International INC. and J. J. Creations S.A are as follows :
I. Financial Performance A. Spin International B. J J Creations (Amount in USD) (Amount in Euro) (For the year (For the period ended 31.03.15) ended 30.09.14)
Sales 1,297,095 295
Cost of goods 1,042,935 1,639
Gross Profit 254,160 (1,344)
Overheads 304,539 82
Income from operation (50,379) (1426)
Other Income 17,769 -
Income before tax (32,610) (1426)
Income Tax 3,255 -
Net Income (35,865) (1426)
II. Financial position as on 31.03.2015
Current liabilities 40,950
Capital 1,000
Reserve & Surplus 785,188
Total Liability 827,138
Current Assets 764,728
Fixed Assets 3,685
Investments 58,725
Total Assets 827,138
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits during the year. No deposits were outstanding at the beginning of the year.
MANAGERIAL REMUNERATION
i) The ratio of remuneration paid to each Director during the year to the median remuneration of the employees of the Company
A. Executive Directors
Name of the Director Remuneration Ratio
Mr. S. N. Jhunjhunwala Rs. 739200 6.08
Mr. Rajiv Jhunjhunwala Rs. 672000 5.53
Mr. A. B. Chaturvedi Rs. 836420 6.90
ii) Percentage increased in the remuneration of each Directors & Key Managerial Personnel
Percentage increased
Mr. S. N. Jhunjhunwala, Executive Chairman & CEO (40.00%)
Mr. Rajiv Jhunjhunwala, Vice Chairman (40.00%)
Mr. S. L. Agrawal, Company Secretary 4.70%
ii) No. of permanent employees on the Roll as on 31.03.2015 292 (Two hundred ninety two)
iii) Market capitalization as on 31.03.2014 Rs. 957.72 lacs
31.03.2015 Rs. 635.39 lacs
Variation (Rs. 322.33 lacs)
iv) Price at which the last Public offer was made Rs. 70/- per share
v) Percentage increase/decrease in market quotation of the shares of the Company in comparison to the price at which the last public offer was made -90.20%
vi) Variation in the net worth of the Company as at close of current financial year and previous financial year. Rs. (265.30) lacs
i) Mr. S. L Agrawal, Co. Secretary Rs.13.32 lacs
ii) Mr. N. K. Sharma, General Manager (BLR) Rs.10.92 lacs
Total Rs. 24.24 lacs
Ratio : 8.36 : 24.24 i.e. 0.34
Other particulars as required under clause (v) to (ix) of Rule 5(1) of Companies (Apt & Rumination of Managerial Personnel) Rules, 2014 are not applicable to the Company.
ACKNOWLEDGEMENTS
Your Directors place on record their deep appreciation for the continued assistance and co-operation extended to the Company by its customers, investors, bankers, government agencies and its dedicated band of employees.
By Order of the Board
59, Elliot Road S. N. Jhunjhunwala
Kolkata - 700 016 Executive Chairman
Dated : 31st July, 2015 (DIN : 0006345)