To,
The Members,
JIWANRAM SHEODUTTRAI INDUSTRIES LIMITED,
KOLKATA
Your Directors have pleasure in presenting their 27th Annual Report of the Company
together with the Audited Financial Statements of Accounts for the Financial Year ended
31st March, 2024.
FINANCIAL STATEMENT
The Company's financial performance, for the year ended March 31, 2024 is summarized
below: The Board's Report is prepared based on the standalone financial statements of the
company.
Particulars |
Financial Year 2023-24 |
Financial Year 2022-23 |
|
(Amount Rs.) |
(Amount Rs.) |
Revenue from operations |
430,468,853 |
423,166,561 |
Other income |
9,081,468 |
36,674,847 |
Gross Income |
439,550,321 |
459,841,408 |
Less: Total Expenses |
417,057,489 |
403,560,873 |
Profit before Exceptional and Extra-ordinary items and Tax |
22,492,833 |
56,280,534 |
EXCEPTIONAL ITEM |
- |
(157,629) |
Profit before Extra-ordinary items and Tax |
22,492,833 |
56,122,905 |
Extra-ordinary items |
- |
- |
Profit/(Loss) Before Tax (PBT) |
22,492,833 |
56,122,905 |
Less: Tax expenses |
4,972,347 |
15,857,994 |
Profit/(Loss) for the period |
17,520,486 |
40,264,912 |
Earnings per share (Basic & Diluted) |
0.82 |
2.32 |
FINANCIAL PERFORMANCE
During the year the Company has generated revenue from operations of Rs. 439,550,321/-
(including other income) and earned net profit after tax Rs. 17,520,486/- as
compared with the corresponding figures in the previous year of Rs. 459,841,408/-
and Rs. 40,264,912/- respectively. The total revenue is decreased by Rs.
20,291,087/- as compared with last year as well as net profit after tax also decreased by
Rs. 22,744,426/- as compared with last year.
STATE OF COMPANIES AFFAIRS
Jiwanram Sheoduttrai Industries Limited is a listed public company engaged in the
Business of manufacturing of Leather Gloves, Coats & other safety Items. The company
is mostly engaged in export sales which constitutes more than 95% (Approx) the total
turnover of the Company. After the ease of condition of Covid -19 pandemic, the company
initiated to increase their domestic sales thereby registering itself as an Original
Equipment Manufacturer (OEM) at the Gov-e- Market place.
Thereby the turnover of domestic sales has increased from Rs. 165,805,671/- in Fiscal
2022- 2023 to Rs. 284,286,233/- in Fiscal 2023- 2024.
There has been no change in business of the Company during the financial year ended
31st March 2024. Further, there has been no change in the name of the Company during the
financial year ended 31st March, 2024.
Further, during the fiscal 2023-2024 the company issued shares to public and got listed
on SME Emerge platform of National Stock Exchange of India Limited. The company issued and
listed 74,22,000 equity shares of Rs. 10/- each at a premium of Rs. 13/- per share.
DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year 2023-24. During the
year under review no transfer to any reserve was proposed. The loss for the year was
carried as deficit under the Reserve and Surplus in Statement of Profit and Loss of the
Company for the financial year 202324.
DEPOSITS
The Company did not accept any deposit from the public within the meaning of Section 73
of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014
during the financial year 2023-24 and as such, no amount of principal, interest, unpaid or
unclaimed deposit remained unpaid or unclaimed or was outstanding as on the Balance Sheet
date.
SHARE CAPITAL
The authorised share capital of your Company as on 31st March, 2024 is Rs. 25,00,00,000
divided into 2,50,00,000 equity shares of Rs. 10/- each. The Issued, Subscribed and
Paid-up Share Capital of your Company as on 31st March, 2024 is Rs. 24,74,82,250/- divided
into 2,47,48,225 equity shares of Rs. 10/- each. During the financial year ended 31st
March, 2024 your Company issued shares to public and got listed on SME Emerge platform of
National Stock Exchange of India Limited. The company issued and listed 74,22,000 equity
shares of Rs. 10/- each at a premium of Rs. 13/- per share.
MAJOR EVENTS DURING THE FINANCIAL YEAR 2023-24
There was no major event in the company during the financial year apart from getting
listed on the SME Emerge platform of National Stock Exchange of India Limited.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 ("Listing Regulation") Management Discussion and Analysis
Report is presented in the separate section and forms an integral part of the Directors'
Report and is appended as ANNEXURE-A to this Report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board is properly constituted as per the provisions of the Companies Act, 2013 and
Listing Regulations. The Board at present comprises of:
SL.NO. |
NAME |
DESIGNATION |
1 |
ALOK PRAKASH |
MANAGING DIRECTOR |
2 |
APURVA KUMAR SINHA |
INDEPENDENT DIRECTOR |
3 |
SUDEEP GARG |
INDEPENDENT DIRECTOR |
4 |
MADHURIMA DATTA |
NON-EXECUTIVE DIRECTOR |
5 |
AMITAVA MAJUMDER |
NON-EXECUTIVE DIRECTOR |
6 |
ANUPAMA PRAKASH |
CHIEF FINANCIAL OFFICER |
7 |
KARISHMA AGARWAL |
COMPANY SECRETARY AND COMPLIANCE OFFICER |
During the financial year 2023-2024, Ms. Sweta Agarwal was appointed as the Company
Secretary and Compliance Officer of the Company. However, she resigned from the services
of the Company as the Company Secretary and Compliance with effect from 1st December,
2023. Further, Ms. Karishma Agarwal was appointed as the Company Secretary and Compliance
Officer of the Company with effect from 1st April, 2024. No further changes had occurred
in the directorships of the company during the fiscal year.
NUMBER OF BOARD MEETINGS
During the year under reference, 9 (nine) Board meetings were dated, 30/05/2023,
12/06/2023, 22/06/2023, 27/07/2023, 14/09/2023, 02/11/2023, 14/11/2023, 19/01/2024, and
01/02/2024 properly convened and held physically at the registered office of the Company.
The gap between any two Board Meeting was less than 120 days. The number of Board Meeting
and their attendance at the Board Meeting are as under:
Director |
No. of Board Meetings entitled to attend |
No. of Board Meetings attended |
Percentage (%) |
ALOK PRAKASH |
9 |
9 |
100 |
APURVA KUMAR SINHA |
9 |
9 |
100 |
SUDEEP GARG |
9 |
9 |
100 |
MADHURIMA DATTA |
9 |
9 |
100 |
AMITAVA MAJUMDER |
9 |
9 |
100 |
Your company has duly complied with the provisions related to Notice, Minutes and
Meetings as prescribed under The Companies Act, 2013 and Rules made thereunder, if any.
AUDITORS & REPORT OF THE AUDITORS
At the Annual General Meeting held on 30th September, 2022, M/s. S. K Bhalotia &
Co. (FRN: 324923E), Chartered Accountants, were appointed as statutory auditors of the
Company for the term of 5 years to hold office till the conclusion of the Annual General
Meeting to be held in the calendar year 2026-2027.
There are no qualifications, reservations or adverse remarks or disclaimers made by
M/s. S. K Bhalotia & Co. (FRN: 324923E), Chartered Accountants, Statutory Auditors, in
their Report on the accounts of the Company for the year under reference. The observations
made by them in their Report are self-explanatory and do not call for any further
clarifications from the Board.
SECRETARIAL AUDIT
The Board has appointed M/s. Gyanendra Nahar & Co., Practising Company Secretaries,
Kolkata as the Secretarial Auditor of your Company to conduct Secretarial Audit for the
financial year 20232024. Secretarial audit report does not contain any qualification,
reservation, and adverse remark. Secretarial Audit report is annexed herewith as ANNEXURE-B.
ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual evaluation of its own performance, the directors individually, as well as the
evaluation of the working of its Committees.
The Company has devised a questionnaire to evaluate the performances of each of
Executive and Independent Directors. Such questions are prepared considering the business
of the Company and the expectations that the Board have from each of the Directors. The
evaluation framework for assessing the performance of Directors comprises of the following
key areas:
i. Attendance of Board Meetings and Committee Meetings;
ii. Quality of contribution to Board Deliberations;
iii. Strategic perspectives or inputs regarding future growth of the Company and its
performance;
iv. Providing perspectives and feedback going beyond information provided by the
management.
REMUNERATION AND NOMINATION POLICY
The Board has framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The details of this Policy are given in ANNEXURE-C to
this Report.
COMMITTEES OF THE BOARD
There are currently three Committees of the Board, as follows:
I. Audit Committee
II. Stakeholders' Relationship Committee
III. Nomination and Remuneration Committee
IV. IPO Committee
I. AUDIT COMMITTEE
Committee constitution is as follows:
Name of the Director |
Designation |
Nature of Directorship |
APURVA KUMAR SINHA |
CHAIRPERSON |
INDEPENDENT DIRECTOR |
SUDEEP GARG |
MEMBER |
INDEPENDENT DIRECTOR |
AMITAVA MAJUMDER |
MEMBER |
NON-EXECUTIVE DIRECTOR |
Company Secretary and Compliance Officer of your company would act as the Secretary to
the Audit Committee.
During the year under reference, 7 (seven) Audit Committee meetings were dated,
22/06/2023, 27/07/2023, 14/09/2023, 02/11/2023, 14/11/2023, 19/01/2024, and 01/02/2024
properly convened and held physically at the registered office of the Company.
Terms & Scope of Work of Committee:
a) Oversight of our Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
b) Recommendation for appointment, re-appointment and replacement, remuneration and
terms of appointment of auditors of our Company;
c) Reviewing and monitoring the auditor's independence and performance and the
effectiveness of audit process;
d) Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
e) Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in
particular investments made by such Subsidiary(ies);
f) Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:
Matters required to be included in the Director's Responsibility Statement to be
included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act, 2013;
Changes, if any, in accounting policies and practices and reasons for the same;
accounting entries involving estimates based on the exercise of judgment by management;
Significant adjustments made in the financial statements arising out of audit
findings;
Compliance with listing and other legal requirements relating to financial
statements;
Disclosure of any related party transactions; and
Modified opinion(s) in the draft audit report.
g) Reviewing, the quarterly financial statements with the management before submission
to the Board for approval;
h) Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
i) Approval or any subsequent modification of transactions of our Company with related
parties;
j) Scrutiny of inter-corporate loans and investments;
k) Valuation of undertakings or assets of our Company, wherever it is necessary;
l) Evaluation of internal financial controls and risk management systems;
m) Monitoring the end use of funds raised through public offers and related matters;
n) Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
o) Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
p) Discussion with internal auditors of any significant findings and follow up thereon;
q) Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board;
r) Discussion with statutory auditors before the commencement of the audit, about the
nature and scope of audit as well as post-audit discussion to ascertain any area of
concern;
s) To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
t) To establish and review the functioning of the whistle blower mechanism;
u) Establishing and over viewing a vigil mechanism for directors and employees to
report their genuine concerns or grievances;
v) Approval of appointment of the chief financial officer (i.e., the whole-time finance
director or any other person heading the finance function or discharging that function)
after assessing the qualifications, experience and background, etc. of the candidate;
w) Carrying out any other terms of reference as may be decided by the Board or
specified/ provided under the Companies Act, 2013 or the SEBI Listing Regulations or by
any other regulatory authority; and
x) Review of (1) management discussion and analysis of financial condition and results
of operations;
(2) statement of significant related party transactions (as defined by the audit
committee), submitted by management;
(3) management letters / letters of internal control weaknesses issued by the statutory
auditors;
(4) internal audit reports relating to internal control weaknesses; (5) the
appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee;
(6) statement of deviations including
(a) quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI
Listing Regulations;
(b) annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing
Regulations.
II. STAKEHOLDERS' RELATIONSHIP COMMITTEE
Committee constitution is as follows:
Name of the Director |
Designation |
Nature of Directorship |
APURVA KUMAR SINHA |
CHAIRMAN |
INDEPENDENT DIRECTOR |
ALOK PRAKASH |
MEMBER |
MANAGING DIRECTOR |
AMITAVA MAJUMDER |
MEMBER |
NON-EXECUTIVE NON-INDEPENDENT DIRECTOR |
During the year under reference, 4 (four) Stakeholders' Relationship Committee meetings
were dated, 22/06/2023, 14/09/2023, 19/01/2024, and 01/02/2024 properly convened and held
physically at the registered office of the Company.
Terms & Scope of Work of Committee:
The terms of reference of the Stakeholder's Relationship Committee include the
following:
(a) consider and resolve the grievance of security holders of the Company;
(b) such other functions / activities as may be assigned / delegated from time to time
by the Board of Directors of the Company and/or pursuant to the provisions of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014
(as amended) and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to
the Company
III. NOMINATION AND REMUNERATION COMMITTEE
Committee constitution is as follows:
Name of the Director |
Designation |
Nature of Directorship |
MADHURIMA DATTA |
CHAIRPERSON |
NON-EXECUTIVE NON-INDEPENDENT DIRECTOR |
SUDEEP GARG |
MEMBER |
INDEPENDENT DIRECTOR |
APURVA KUMAR SINHA |
MEMBER |
INDEPENDENT DIRECTOR |
During the year under reference, 4 (four) Nomination & Remuneration Committee
meetings were dated, 22/06/2023, 14/09/2023, 19/01/2024, and 01/02/2024 properly convened
and held physically at the registered office of the Company.
Terms & Scope of Work of Committee:
The terms of reference of the Nomination and Remuneration Committee are:
a) identify persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every director's performance;
b) formulate the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees
c) while formulating the policy under (b) above, ensure that
the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate directors of the quality required to run the Company
successfully;
Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals:
d) such other functions / activities as may be assigned / delegated from time to time
by the Board of Directors of the Company and/or pursuant to the provisions of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014
(as amended) and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to
the Company.
IV. IPO COMMITTEE
That during the financial year 2023-2024, the Board of Directors at their meeting held
on 12/06/2023 constituted a sub-committee of the Board of Directors named as "IPO
Committee" consisting of Mr. Alok Prakash, Managing Director as its Chairman, Mr.
Amitava Majumder, NonExecutive Non-Independent Director as its Member, and Mr. Apurva
Kumar Sinha, Independent Director as its Member. The IPO Committee was constituted for the
compliance and procedures related to Initial Public Offer ("IPO") of the
Company. During the financial year 2023-2024, IPO Committee convened and held 3 (three)
meetings on 22/06/2023, 27/07/2023, and 14/09/2023. The said meetings were held physically
at the registered office of the Company. Further, the IPO Committee was dissolved after
its meeting held on 14/09/2023.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization Programme for Independent
Directors of the Company.
Every new independent director of the Board attended an orientation program. To
familiarize the new inductees with the strategy, operations and functions of our Company,
the executive directors/senior managerial personnel make presentations to the inductees
about the Company's strategy, operations, product and service offerings, markets, software
delivery, organization structure, finance, human resources, technology, quality,
facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and
Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act,2013; and
(d) SEBI (Prohibition of Insider Trading) Regulations, 2015.
Further, at the time of appointment of an independent director, the Company issues a
formal letter of appointment outlining his/her role, functions, duties and
responsibilities as a director.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of your Company have submitted the declaration of
Independence as required under Section 149(7) of the Companies Act, 2013 confirming that
they meet the criteria of independence under Section 149(6) of the Companies Act, 2013.
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of
information placed before them, the Directors state that:
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
ii. appropriate accounting policies have been selected and applied consistently, and
the judgments and estimates that have been made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March, 2021 and of
the Loss of the Company for the said period;
iii. proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. the internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and
vi. There is a proper system to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS
The details of Loans given, Investments made and guarantees given and securities
provided under the Section 186 of the Companies Act, 2013 have been provided in the notes
to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) of the Companies
Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures
of transactions with the related parties is set out in Notes to Accounts forming part of
the financial statement.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology, absorption, foreign exchange
earnings and outgo are provided in Annexure-D.
RISKS MANAGEMENT AND AREA OF CONCERN
The Company has laid down a well-defined Risk Management Policy covering the risk
mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitoring of
both business and non- business risk. The
Board periodically reviews the risks and suggests steps to be taken to control and
mitigate the same through a properly defined framework. The Company has the risk
management and internal control framework in place commensurate with the size of the
Company. However, Company is trying to strengthen the same. Risk Management Policy of the
Company can be accessed on the website of the Company
at-https://www.jiwanramgroup.com/investor-relation.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed or implemented any CSR initiatives. The provisions
contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year
under reference.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there is no change in the nature of Business of the
Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary Joint Venture, Associate Company or LLPs
during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
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.
INTERNAL FINANCIAL CONTROL SYSTEM AND INTERNAL AUDIT
Your Company has an internal financial control system commensurate with the size, scale
and complexity of its operations. The Audit Committee has in place a mechanism to
identify, assess, monitor and mitigate various risks to key business objectives. The Audit
Committee has a process for timely check for compliance with the operating systems,
accounting procedures and policies. Major risks identified by the businesses and functions
are systematically addressed through mitigating action on continuing basis.
The Company has appointed M/s. Rahul Bansal & Associates, Chartered Accountants as
the Internal Auditor of the Company for the fiscal 2023-2024 to check the adequacy of the
internal controls, internal financial controls, compliance with applicable laws and
regulations.
RELATED PARTY TRANSACTIONS
The Particulars of contract or arrangements with related parties referred to in sub
section (1) of Section 188 entered by the Company during the financial year ended 31st
March 2024 is annexed hereto as Annexure-E in prescribed Form AOC-2 and forms part
of this report and also detailed in the financial statements and notes to financial
statements which forms part of the annual report.
COST AUDITORS
According to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Company is not required to get Cost Audit for the financial year 2023-2024.
POLICY/VIGIL MECHANISM/CODE OF CONDUCT
The Company has a Whistle Blower Policy in line with the provisions of the Section 177
of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and
employees to report their genuine concerns actual or suspected fraud or violation of the
Company's code of conduct. The said mechanism also provides for adequate safeguards
against victimisation of the persons who use such mechanism and makes provision for direct
access to the chairperson of the Audit Committee.
We confirm that during the financial year 2023-24, no employee of the Company was
denied access to the Audit Committee. The said Whistle Blower Policy is available on the
website of the Company at https://www.jiwanramgroup.com/investor-relation/.
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings/ behaviours of any form and the Board has laid down the
directives to counter such acts. The Code has been posted on the Company's website at
https://www.iiwanramgroup.com/investor-relation/.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard.
DISCLOSURES UNDER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013
Your Company is committed to creating and maintaining an atmosphere in which employees
can work together, without fear of sexual harassment, exploitation and intimidation.
Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) was set up to redress
complaints received regarding sexual harassment. All employees (Permanent, Contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off
during the year:
No. of Complaints received |
NIL |
No. of Complaints disposed off |
NIL |
Our policy on The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013 can be accessed at-
https://www.jiwanramgroup.com/investor-relation.
PARTICULARS OF EMPLOYEES
During the period under review, no employee of the Company drew remuneration in excess
of the limits specified under the provisions of Section 197(12) of the Companies Act, read
with Rules 5(2) and 5(3) of the Companies (Appointment and board of Managerial Personnel)
Rules, 2014. Further, disclosures applicable on a listed entity as per Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as ANNEXURE-F.
CORPORATE GOVERNANCE
The Company adheres to the Corporate Governance requirements as mandated by the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and other laws as applicable on the
SME listed companies.
MEETING OF INDEPENDENT DIRECTORS
During the year under review, one Independent Director Meeting held on 01/02/2024 for
the F. Y. 2023-24.
The object of Independent Meeting was to review the performance of Non- independent
Director and the Board as a whole including the Chairperson of the Company. The Company
assures to held the Separate Meeting of Independent Director of the Company as earliest
possible.
POSTAL BALLOT AND EXTRA-ORDINARY GENERAL MEETING
No Postal ballot was conducted by the company during the financial year 2023-2024.
During the financial year two Extra-Ordinary General meeting were convened and held
physically at the registered office of the Company. First Extra-Ordinary General Meeting
for the financial year 20232024 was convened and held on 19/06/2023 for approval of
raising of capital through Initial Public Offer, change in designation of Mr. Alok Prakash
from Director of the Company to Managing Director of the Company and revision in terms of
his appointment, Authorisation under section 180(1)(c) of the Companies Act, 2013 to
borrow funds, and Authorisation to create security on the assets of the Company under
section 180(1)(a) of the Companies Act, 2013. Second Extra-Ordinary General Meeting for
the financial year 2023-2024 was convened and held on 31/07/2023 to increase the
authorised share capital of the Company from Rs. 24,00,00,000.00 (Rupees Twenty Four
Crores Only) divided into 2,40,00,000 shares to Rs. 25,00,00,000.00 (Rupees Twenty Five
Crores Only) divided into 2,50,00,000 shares.
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 preclearance 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. The Board is responsible for
implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the
Code.
LISTING FEES
The Equity Shares of the Company is listed on NSE Emerge Platform and the Company has
paid the applicable listing fees to the Stock Exchange till date.
CFO CERTIFICATION
The Chief Executive Officer and Chief Financial Officer Certification as required under
Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 is not
applicable on the Company since the Company is listed on SME Emerge platform of National
Stock Exchange of India Limited.
SECRETARIAL STANDARDS
The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.
PRESERVATION OF DOCUMENTS
All the documents as required under the Act, has been properly kept at the Corporate
Office of the Company. Further, our policy on preservation of documents can be accessed
at: https://www.jiwanramgroup.com/investor-relation/.
ANNUAL RETURN
Annual return in Form MGT-7 of the Company for the financial year 2023-2024 can be
accessed at- https://www.jiwanramgroup.com/investor-relation/.
INSOLVENCY AND BANKRUPTCY CODE, 2016
During the period 2023-2024, no application was made by the Company under the
Insolvency and Bankruptcy Code, 2016 and no application is pending under the Insolvency
and Bankruptcy Code, 2016 in respect of the Company.
ONE TIME SETTLEMENT WITH BANKS
During the fiscal 2023-2024, no one time settlement has been done with any Bank by the
Company and as such there is no details of difference between amount of the valuation done
at the time of one time settlement and the valuation done while taking loan from the Banks
or Financial Institutions along with the reasons thereof.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and sincere thanks to the
State Governments, Government agencies, Banks & Financial Institutions, customers,
shareholders, vendors and other related organizations, who through their continued support
and co-operation have helped, as partners in your Company's progress. Your Directors, also
acknowledge the hard work, dedication and Commitment of the employees.
|
For and behalf of the Board |
|
|
Jiwanram Sheoduttrai Industries Limited |
|
Place: Kolkata |
Alok Prakash |
Amitava Majumder |
Date: 27/08/2024 |
Managing Director |
Director |
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DIN:00375634 |
DIN: 09689719 |