Dear Members
The Directors have pleasure in presenting the 29th Annual Report
together with Audited Accounts for the year ended 31st March, 2015.
1. FINANCIAL HIGHLIGHTS
(Rs. in lacs)
Particulars 2014-15 2013-14
(12 Months) (12 Months)
Total Revenue 58.10 59.00
Profit(Loss) Before Tax 0.30 0.28
Provision for taxation 0.05 0.05
Balance carried to Balance Sheet 0.24 0.23
FINANCIAL SUMMARY
Company earned income from operations and other income for the
financial year under review Rs. 58.10 lacs as compared to Rs.59 lacs
for the previous financial year. Company earned profit before tax of
Rs. 0.30 lac as compared to profit before tax of Rs.0.28 lac for the
previous year.
2. DIVIDEND
Due to inadequacy of profits and to support the fund requirement for
future growth, the Board of Directors regret their inability to
recommend any dividend for the year.
3. OPERATIONS AND FUTURE OUTLOOK
Board is trying to make some plans for the betterment of operations and
as and when some project materializes the shareholders will be
informed.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY,
There was no change in the nature of business of the Company during the
financial year ended 31st March, 2015.
5. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT 9 forms part of the
Board's Report and is annexed herewith as ANNEXURE -1.
6. NUMBER OF BOARD MEETINGS
During the financial year 2014-2015, the Board of Directors of the
Company, met 07 (seven) times on 30.5.2014, 14.8.2014, 30.9.2014,
10.11.2014, 14.11.2014, 12.2.2015 and 31.3.2015. Further, a separate
Meeting of the Independent Directors of the Company was also held on
12.2.2015.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of Companies Act, 2013, with regard to
Directors' Responsibility Statement, your Directors hereby confirm
that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith 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 or
loss of the Company for the year ;
(iii) the Directors have taken proper and sufficient care of 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;
(iv) the Directors have prepared the annual accounts on a going concern
basis.
(v) the internal financial controls to be followed by the company were
laid down and such internal financial controls were adequate and were
operating effectively.
(vi) proper systems are there to ensure compliance with the provisions
of all applicable laws
8. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
All the Independent Directors have submitted their disclosures to the
Board that they fulfill all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules. Sh. Mohan Lal, independent
Director resigned on 10.11.2014. The Board places on record its deep
appreciation for the valuable contribution made by him during his
tenure as Director of the Company.
9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE
WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR
Since last Annual General Meeting the following changes have taken
place in the Directorship/KMPs of the Company.
Mrs .Asha Jaidka was appointed as Woman Director of the Company w.e.f.
25.7.2015. Mr Ashok Kumar Jaidka was appointed Managing Director w.e.f.
31.3.2015 subject to the approval of shareholders in the Annual General
Meeting. Mr Mohan Lai, independent Director resigned on 10.11.2014.
In accordance with the provisions of Articles of Association of the
Company and the relevant provisions of Companies Act, 2013, Sh. Ashok
Kumar Jaidka (DIN 00637546) Director retires by rotation and being
eligible has offered himself for re-appointment. None of the Directors
has incurred disqualification under Section 164 of the Companies Act,
2013.
10. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
In adherence of Section 178(1) of the Companies Act, 2013, the Board of
Directors of the Company in its Meeting held on 30.9.2014, approved a
policy on directors' nomination and remuneration including criteria for
determining qualifications, positive attributes, independence of a
director and other matters provided u/s 178(3), based on the
recommendations of the Nomination and Remuneration Committee.
The Company's Policy relating to appointment of Directors, payment of
managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished
in ANNEXURE -2 and forms part of this Report which is also available on
the website of the Company www.iaidkaindustries.in.
11. AUDIT COMMITTEE
In compliance with the provisions of Section 177 of Companies Act, 2013
Company has constituted Audit Committee. Presently Mr. Jiwan Singh,
Independent Director is the chairman and other members are Shri Jagdish
Kumar Jaidka and Mr Varinder Singh. Mr Mohan Lai, independent Director
was also member of this Committee and he resigned on 10.11.2014 from
the Directorship of the Company. Audit Committee has powers and
authority as provided under the aforesaid provisions and acts in
accordance with the terms of reference specified by the Board of
Directors from time to time. Board has accepted all the recommendations
of the Committee.
12. AUDITORS
Pursuant to Section 139 of Companies Act, 2013, M/s Ashwani &
Associates, Chartered Accountants (Membership No. 080711) has been
appointed, in the 28th Annual General Meeting, upto the conclusion of
31st Annual General Meeting of the Company subject to ratification of
their appointment at every Annual General Meeting. Item has been
included in the agenda for rectification of appointment.
13. STATUTORY AUDITORS' REPORT
Auditors have not made any qualification/adverse remarks on the
Financial Statement for the year ended 31st March 2015. The
observations of Statutory Auditors in their reports are self-
explanatory and therefore do not call for any further comments.
14. SECRETARIAL AUDIT REPORT
M/s V P Chhabra & Associates were appointed secretarial auditors of the
Company for the financial year 2014-15. After conducting the
Secretarial Audit, Form MR-3 Secretarial Auditor's Report submitted by
the Secretarial Auditors is enclosed as ANNEXURE - 3 forming part of
the Board Report. Reply to the qualifications is as under:
(i) Company has been trying to appoint a Company Secretary but could
not find suitable willing candidate because the Company is passing
through a difficult phase
.(ii) The Board has been contemplating to appoint some professional
Managing Director but could not find suitable person and it lead to the
delay in the appointment of Shri Ashok Kumar Jaidka as Managing
Director.
(iii) SEBI has exempted the appointment of Woman Director for companies
of smaller size. It was expected that Ministry of Corporate Affairs
will also exempt small companies from this requirement. However, when
it was not done Woman Director was appointed on 25.7.2015
(iv) There is no trading on Ahmedabad, Delhi and Ludhiana stock
exchanges and it is the reason that listing fee has not been paid so
far. The Bombay Stock Exchange Limited is in the process of allowing
trading in the shares of the Company and Company has been waiting for
final decision so that whole payment could be paid in lumpsum. It is
the reason that listing fee for 2014-15 has not been paid so far.
(v) Company has made agreement with CDSL to provide facility to the
shareholders for dematerialization. So far BSE has not allowed the
trading permission to the Company and after the receipt of trading
permission agreement shall be made with NSDL also.
(vi) Quarterly financial results for the quarter ending
31.03.2014,30.6.2014 and 30.9.2014 could not be got published in the
newspapers as prescribed under clause 41 of the Listing Agreement due
to oversight of concerned person.
Other than these minor points there are no qualifications, reservations
or adverse remarks made by Secretarial Auditors in their Report.
15. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN
During the year the Company has given loans from time to time of less
than Rs 50 lacs for business purposes and interest has been/is being
received. However, during the year the Company has not made any
investment, given any guarantee or provided any security. Further the
attention is drawn to Note No. 32 of Financial Statements.
16. PARTTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts and arrangements entered into by the
Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto are disclosed in Form No. AOC-
2 in ANNEXURE - 4 and form part of this Report.
17. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year to
which this financial statements relate and the date of this Report.
18. PARTICULARS RELATING TO TECHNOLOGY ABSORPTION, CONSERVATION OF
ENERGY & FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134(3)(m) of Companies Act, 2013
regarding conservation of energy, technology absorption, foreign
exchange earnings and outgo is as under:
(A) - CONSERVATION OF ENERGY
Energy conservation measures are being taken on regular basis in all
possible areas through improved operational methods and other means.
(B) -TECHNOLOGY ABSORPTION
Since the Company has not imported any plant or technology this clause
is not applicable.
c FOREIGN EXCHANGE EARNINGS AND OUTGO There has been no foreign
exchange income or outgo during the period under review.
19. RISK MANAGEMENT POLICY
During the year, the Board of Directors, in its meeting held on 30.5.
2014, has adopted a formal Risk Management Policy for the Company,
whereby, risks are broadly categorized. The Policy outlines the
parameters of identification, assessment, monitoring and mitigation of
various risks which are key to business objectives which is also
available on the website of the Company at www.iaidkaindustries.in.
20. CORPORATE SOCIAL RESPONSIBILITY POLICY
The CSR Policy is not applicable to the Company as the criteria
specified in Sub-section (1) of Section 135 of the Company Act 2013
with regard to net worth/turnover or net profit is not fulfilled by the
Company.
21. FORMAL EVALUATION
Sound governance and prudential management of a company lies with its
Board. The Board of Directors undertook the evaluation of its own
performance, its Committees and all the individual Directors.
The review concluded by affirming that the Board as a whole as well as
all of its Directors individually and the Committees of the Board
continued to good governance and contribute its best in the overall
growth of the organisation.
22. DETAIL OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENT
In the opinion of the Board, the existing internal control framework is
adequate and commensurate to the nature of the business of the Company.
The internal auditor monitors and evaluates the efficacy and adequacy
of Internal Financial Control system in the company, its compliance
with operating system, accounting procedures and policy.
23. CAPITAL & RESERVES
There is no change in the paid up and authorized share capital of the
Company as on 31.03.2015. However, the reserves of the Company
increased from Rs. 91.06 lacs to Rs. 91.30 lacs.
24. LISTING
The Equity shares of the company are listed at Bombay Stock Exchange
Limited. The Company has paid listing fees to the Stock Exchange upto
2013-14. The Company has made all compliances for revocation of
suspension but trading permission has not been granted by the Bombay
Stock Exchange Limited so far. Payment of Listing fee for 2014-15 will
be made along with total bill for revocation of suspension. The shares
of the Company are also listed on Ahmedabad Stock Exchange Ltd., Delhi
Stock Exchange Limited and Ludhiana Stock Exchange Association Ltd.
However, SEBI has withdrawn the recognition of Delhi Stock Exchange
Ltd. and Ludhiana Stock Exchange Association Ltd.
25. BUY BACK OF SHARES
During the year, Company has neither bought back its shares nor it has
given any loan for purchase of its own shares.
26. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the financial year ended 31st March, 2015, neither any entity
has become nor ceased to be the subsidiary, joint venture or associate
of the Company.
27. SEGMENT REPORTING
The Company is a single segment engaged in the trading of textile and
allied products. Therefore the disclosure requirements of Accounting
Standard ( AS )-17 on "Segment Reporting" issued by the Companies (
Accounting Standards ) Rules, 2006 is not applicable to the Company.
28. PARTICULARS RELATING TO EMPLOYEES
During the year there was no employee to whom the provisions of Section
197 of Companies Act, 2013 read with Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, was
applicable, hence the information be treated as nil.
29. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
Details pursuant to Section 197(12) of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of this Report and are annexed
herewith as ANNEXURE - 5.
30. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES
On the recommendation of Audit Committee and approval of Board the
Company has in place a composite policy 'Vigil Mechanism' available to
the employees and directors to blow the whistle/ highlight any fraud,
irregularity, wrongdoing etc. which is also available on the website of
the Company at www.iaidkaindustriesltd.in
31. GENERAL ENVIRONMENT & OTHER APPLICABLE LAWS
The Company is committed to the protection of environment and is not
involved in any activity hazardous to environment. The Company adheres
to the provisions of the applicable environment and other laws.
32. INDUSTRIAL RELATIONS
Relations between the Management and its employees have remained
cordial and management expresses their appreciation for the
co-operation and dedication of the employees at all levels of the
Company.
33. CORPORATE GOVERNANCE
As per SEBI circular No. CIR/CFD/Policy Cell/7/2014 dated 15.9.2014
Clause 49 of the Listing Agreement relating to Corporate Governance is
not applicable to companies having paid up equity share capital not
exceeding Rs. 10 crore and net worth not exceeding Rs 25 crores as on
the last day of the previous financial year. Since the paid up capital
of the company on the last day of the previous financial year was Rs
4.34 crores and networth of Rs 5.25 crores your Company is exempted
from the compliance of Clause 49 of the Listing Agreement.
34. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review :
1. Details relating to deposits under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme .
4. There is no subsidiary and accordingly the Managing Director of the
Company do not receive any remuneration or commission from any of its
subsidiaries.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
35. ACKNOWLEDGEMENTS
Your Directors convey their sincere thanks to the Bankers, various
departments in Central and State Governments and all others associated
with the Company for their co-operation, continued support and
confidence reposed by them in the Company.
For and on behalf of the Board
For Jaidka Industries Limited
(Ashok Kumar Jaidka) (Jagdish Kumar Jaidka)
Managing Director Director
DIN No.00637546 DIN No.01245900
Place : Ludhiana
Date : 24.08.2015
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