TO THE MEMBERS
Your Directors take pleasure in presenting the 101st Annual Report of your Company
together with the Audited Financial Statements for the Financial year ended 31st March
2023.
FINANCIAL RESULTS
The highlights of the Financial results of the Company for the year ended 31st March,
2023 are as under:
` (Rs. lakhs)
|
Standalone |
Consolidated |
Particulars |
Year Ended 31.3.2023 |
Year Ended 31.3.2022 |
Year Ended 31.3.2023 |
Year Ended 31.3.2022 |
Revenue from operations |
71,017.53 |
73,382.05 |
71,017.53 |
73,382.05 |
Other Income |
2,435.66 |
2,400.10 |
2,590.81 |
3,705.84 |
Total Income |
73,453.19 |
75,782.15 |
73,608.34 |
77,087.89 |
Profit before Tax |
7,923.16 |
11,170.21 |
7,138.64 |
10,856.10 |
Tax Expense |
1,797.41 |
3,889.01 |
1,699.87 |
4,327.67 |
Profit for the year |
6,125.75 |
7,281.20 |
5,438.77 |
6,528.43 |
Other Comprehensive Income, net of tax |
117.00 |
2,397.82 |
49.35 |
2,467.93 |
Total Comprehensive Income |
6,242.75 |
9,679.02 |
5,488.12 |
8,996.36 |
DIVIDEND AND RESERVES
An interim dividend, for the Financial year 2022-23, of 500% i.e.
` 50/- per equity share on 54,71,630 nos. of Equity Shares of ` 10/- each was paid to
the Shareholders on 28th November 2022. Further, your Directors are pleased to recommend
for your approval a Final dividend of 200% i.e. ` 20/- per equity share on 1,09,43,260
nos. of Equity Shares of ` 10/- each for the Financial year ended 31st March 2023, payable
to those shareholders whose names appear in the Register of Members as on the Book Closure
/ Record date. Cumulatively, the Board of Directors of your Company has declared/
recommended a total dividend amounting to Rs 49,24,46,700/- for the year under review.
During the year under review, a sum of ` 2,000 lakhs was transferred to General
Reserve.
OPERATIONS & STATE OF COMPANY'S AFFAIRS
A. The production during the year under review has been 50,266 MT in comparison to
49,072 MT in the previous year. Sales and turnover for the year under review stood at
49,383 MT & ` 697.96 crores as against 49,615 MT & ` 729.65 crores respectively in
the previous year. For the year under review, net pro_ts of the Company stood at ` 61.26
crores as against 72.81 crores in the previous year.
Exports of the Company for the year under review stood at ` 191.82 crores as against `
202.82 crores in the year 2021-2022.
B. The Raw Jute crop in the current year is higher due to more area under cultivation,
resulting in higher availability of _fibre. Untimely and lower rainfall in certain areas
led to quality of _fibre getting impacted resulting in lower availability of good quality
_fibre and hence higher price for the same. However, the impact of rainfall on quality of
_fibre resulted in abundant supply of low and average grade _fibre. Further, in the
ensuing season, Raw Jute crop is also estimated to be lower due to adverse growing
conditions. The carry-over of stock into upcoming season is estimated to be adequate. The
price of Raw Jute in the upcoming jute season, therefore, should be stable with upward
bias. During the current year exports have seen de-growth largely due to impact of
Russia-Ukraine war affecting the entire European market and consequently other export
markets. The demand from Government have been stable during the year. The company is
continuously exploring newer export market for its products.
CHANGES IN SHARE CAPITAL
The Board of Directors at their meeting held on 7th November 2022, recommended issue of
bonus equity shares, in the ratio of 1:1, i.e., 1 (One) bonus equity share of ` 10/- each
for every 1 (One) fully paid-up equity share held. Accordingly, the Shareholders at the
Extra-Ordinary General Meeting held on 2nd December 2022 approved issue of 54,71,630 bonus
equity shares. Subsequently, the company allotted 54,71,630 bonus equity shares on 19th
December 2022 to the Shareholders holding shares as on 17th December 2022, being the
record date Fixed for this purpose.
The above share allotment resulted in an increase in paid-up equity share capital of
the Company from 54,71,630 shares of ` 10/- each to 1,09,43,260 shares of ` 10/- each as
on March 31, 2023.
During the year under review, the Company has not granted any stock options or sweat
equity. As on 31st March 2023, none of the Directors of the Company hold instruments
convertible into equity shares of the Company.
CREDIT RATING
Various bank facilities of the Company are rated by Acuit? Ratings & Research
Limited based on Basel II norms followed by the banks under the guidelines of Reserve Bank
of India. All existing & proposed bank facilities have been reviewed and reaffirmed by
Acuit? Ratings & Research Limited, and rating for long-term bank facilities is
"ACUITE AA- Stable" and for short-term bank facilities is "ACUITE
A1+".
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year, there was no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, 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.
SUBSIDIARY COMPANIES/ASSOCIATES/JOINT VENTURES
Fort Gloster Industries Limited, Gloster Nuvo Limited, Network Industries Limited,
Gloster Lifestyle Limited and Gloster Specialities Limited continue to be wholly owned
subsidiaries of your Company. None of the companies have ceased to be subsidiary during
the year. None of the subsidiaries mentioned above is a material subsidiary as per the
thresholds laid down under the Listing Regulation. A Policy has been formulated for
determining the Material Subsidiaries of the Company pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Listing Regulations'). The said
Policy has been posted on the Company's website at the weblink
https://www.glosterjute.com/ policies.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, and IND AS 110
Consolidated Financial Statements presented by the Company include the Financial statement
of its subsidiaries.
Further, a separate statement containing the salient features of the Financial
statements of subsidiaries of the Company in the prescribed Form AOC 1 is attached with
this Report.
The Annual accounts of the subsidiary companies and other related detailed information
will be kept at the Registered Office of the Company and also at the Registered Office of
the subsidiary companies and will be available to the investors seeking information at any
time during the working hours except Saturdays, Sundays and other holidays. Further as per
section 136 of the
Companies Act, 2013, the audited Financial statements, including the consolidated
Financial statements and related information of the Company and audited accounts of each
of the subsidiaries are available at Company's website at the weblink https://www.
glosterjute.com/acctsubco. The Company does not have any joint venture/associate
companies.
PERFORMANCE OF SUBSIDIARY COMPANIES Fort Gloster Industries Limited
The Total Income of the Company stood at ` 427.14 lakhs (Previous Year ` 1,204.82
lakhs). Loss for the year stood at ` 347.84 lakhs (Previous Year ` 574.76 lakhs) and Total
Comprehensive loss stood at ` 352.56 lakhs (Previous year ` 575.20 lakhs). The Company is
revamping the entire Manufacturing facility of the cable factory, expanding the factory
premises and discarding the obsolete machineries and installing the latest machines for
manufacturing of Cables and Wires. It is in an advanced stage of setting up of state of
the art manufacturing and testing facilities for phase I.
In phase I, the Company will set up facilities for manufacturing of
1. Low voltage power cables with capacity of 200 km/month. This project is nearing
completion.
2. Medium voltage power cables with capacity of 90 km/month and Low voltage power
cables (small) with capacity of 250 km/ month. Production is expected to start by 2nd half
of 2023-24.
In phase II, the Company will explore facilities for manufacturing of new products and
upgrading the capacity of existing products.
Gloster Nuvo Limited
The Total Income of the Company stood at ` 17.53 lakhs (previous year ` 25.55 lakhs),
Loss for the year stood at ` 53.12 lakhs (previous year ` 121.88 lakhs) and Total
Comprehensive loss stood at ` 53.21 lakhs (previous year ` 121.88 lakhs). The Company is
setting up a composite jute mill in Bauria to manufacture Jute and its allied products
aggregating to 138 MT per day in two phases. Proposed installed capacity in phase
I is 92 M.T. per day and in phase
II: 46 M.T. per day. It is expected that commercial production will commence for phase
I by March 2024 instead of March 2023 as originally planned. The delay in Phase-I has
happened due to second wave of Covid 19 and delay in granting of commercial visa by
Thailand Authorities.
Network Industries Limited
The Total Income of the Company stood at ` 194.73 lakhs (Previous Year ` 189.50 lakhs),
Profit for the year stood at ` 118.27 lakhs (Previous year loss of ` 57.08 lakhs).
Gloster Lifestyle Limited
The Total Income of the Company stood at ` 58.18 lakhs (Previous Year ` 46.50 lakhs).
Profit after tax for the year stood at ` 41.95 Lakhs (Previous Year ` 33.66 lakhs) and
Total Comprehensive Income stood at ` 10.53 lakhs (Previous Year ` 69.01 lakhs).
Gloster Specialities Limited
The Total Income of the Company stood at ` 45.17 lakhs (Previous Year ` 37.75 lakhs).
Profit after tax for the year stood at ` 27.46 lakhs (Previous Year ` 18.14 lakhs) and
Total Comprehensive income stood at ` (3.96) lakhs (Previous Year ` 53.49 lakhs).
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the year ended 31st March 2023
are prepared in compliance with the applicable provisions of the act including the Indian
Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule
7 of the Companies (Accounts) Rules, 2014. The Consolidated Financial Statements forms
part of the Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report, for the year under review is attached as Annexure I forming part of
the Annual Report.
CORPORATE GOVERNANCE
The Company practices principles of good corporate governance and lays strong emphasis
on transparency, accountability and integrity. As per Regulation 34 (3) read with Schedule
V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
detailed report on Corporate Governance and a certi_cate from the practising Company
Secretary, confirming compliance with the requirements of the Corporate Governance is
separately attached and forms part of this Annual Report.
NUMBER OF BOARD MEETINGS
During the year under review 4 (four) Board Meetings were held on 12th May 2022, 8th
August 2022, 7th November 2022 and 4th February 2023 respectively. The maximum time
interval between any two meetings was within the maximum time allowed pursuant to the
Companies Act, 2013 and SEBI Regulations. The details of and number of meetings attended
by Directors forms part of Corporate Governance Report.
MEETINGS OF INDEPENDENT DIRECTORS
During the Financial year 2022-23, the Independent Directors met separately on 4th
February, 2023, and inter-alia discussed the following:
Evaluation of performance of Non- Independent Directors and the Board of Directors as a
whole.
Evaluation of performance of the Executive Chairman and Managing Director of the
Company, taking into account the views of Executive and Non-Executive Directors.
Evaluation of the quality, contents and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out an
annual evaluation of its own performance, of the directors individually along with that of
its various committees and details of such evaluation has been mentioned in the Corporate
Governance Report.
The Board of Directors expressed their satisfaction with the evaluation process.
COMMITTEES OF THE BOARD
The Board of Directors of your company has constituted the following Committees:
Audit Committee
The composition, terms of reference and other details of the Audit Committee have been
furnished in the Corporate Governance Report forming a part of this Annual Report. There
has been no instance where the Board has not accepted the recommendations of the Audit
Committee.
Nomination and Remuneration Committee
The composition, terms of reference and other details of the Nomination and
Remuneration committee have been furnished in the Corporate Governance Report forming part
of this Annual Report.
Stakeholders Relationship Committee
The composition, terms of reference and other details of the Stakeholder Relationship
committee have been furnished in the Corporate Governance Report forming part of this
Annual Report.
Corporate Social Responsibility Committee
The composition and other details of the Corporate Social Responsibility Committee have
been furnished in the Corporate Governance Report forming part of this Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Company's Articles of Association, Shri Hemant Bangur (DIN: 00040903) and Ms. Priti Panwar
(DIN: 08072073) retires by rotation at the forthcoming Annual General Meeting and, being
eligible over themselves for re-appointment.
The Board recommends re-appointment of Shri Hemant Bangur and Ms. Priti Panwar for the
consideration of the Members of the Company at the forthcoming AGM. The relevant details
including pro_le of Shri Hemant Bangur and Ms. Priti Panwar are included separately in the
Notice of AGM forming part of this Annual Report. Shri D C Baheti was re-appointed as
Managing Director for a period of 5 years w.e.f. 1st April 2023 by shareholders through
postal ballot during the year under review.
Dr. Prabir Ray and Shri S N Bhattacharya, Independent Directors were re-appointed by
shareholders through postal ballot for the second term of 5 (Five) consecutive years
w.e.f. 17th April 2023 and 27th March 2023 respectively during the year under review. On
25th April 2023 Smt. Pushpa Devi Bangur, a member of the Board and Chairperson of CSR
Committee, left for her heavenly abode. As the Chairperson of CSR Committee, her passion
was evident in every decision she made towards implementation of various CSR projects. The
Board of your Company has taken note of her contribution towards growth of the Company
through attributes of leadership, compassion, generosity, dedication and positive
attitude.
The Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act and also Code of Conduct for Directors and senior management
personnel.
A Formal Letter setting out the terms and conditions of appointment has been issued to
all the Independent Directors as per the provisions of Companies Act, 2013 and the Listing
Regulation. The same has been hosted on the Company's website and can be accessed at
https://www.glosterjute.com/independentdirectors. None of the Directors of the Company are
disquali_ed for being continuing as Directors, as specified in section 164(2) of the
CompaniesAct,2013andrule14(1)oftheCompanies(Appointment and Quali_cation of Directors)
Rules 2014. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent
Directors have con_rmed that they are not aware of any circumstances or situation, which
exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
in_uence. The Company has also received from Independent Directors declaration of
compliance of Rule 6(1)and 6(2) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014, regarding online registration with the "Indian Institute of
Corporate flow" at Manesar for inclusion of name in the data bank of Independent
Directors.
With regard to integrity, expertise and experience (including the pro_ciency) of the
Independent Director appointed/re-appointed, the Board of Directors are of the opinion
that all the Independent Directors are persons of integrity and possess relevant expertise
and experience and their continued association as Directors will be of immense bene_t and
in the best interest of the Company. During the year, the Company had the following Key
Managerial Personnel:
Shri Hemant Bangur - Executive Chairman (Whole Time Director)
Shri Dharam Chand Baheti - Managing Director
Shri Ajay Kumar Agarwal Chief Financial O_cer and Company Secretary upto
30th November 2022
Shri Ajay Kumar Agarwal Chief Financial O_cer (w.e.f. 1st December 2022)
Shri Ayan Datta, Company Secretary (w.e.f. 1st December 2022)
NOMINATION & REMUNERATION POLICY
The Nomination and Remuneration Committee has formulated a policy relating to the
remuneration for the Directors, Key Managerial Personnel and Senior Managerial Personnel.
The philosophy for remuneration is based on the commitment of fostering a culture of
leadership with trust. The remuneration policy has been prepared pursuant to the
provisions of Section
178(3) of the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee has
also formulated the criteria for determining Qualifications, positive attributes, and
independence of Directors which has been embedded in the Nomination and Remuneration
policy. The Board has adopted the Board Diversity Policy which sets out the approach to
the diversity of the Board of Directors .The said policy is hosted on the website of the
company at https://www.glosterjute.com/policies.
The salient features of the Nomination & Remuneration Policy is attached as
Annexure-II and forms part of this report. The said Policy has been posted on the
Company's website at the weblink https://www.glosterjute.com/policies.
FAMILIARIZATION PROGRAMME
The Independent Directors have been familiarized with the nature of operations of the
Company & the industry in which it operates, business model of the Company. Periodical
Board Meeting, generally once a year, is held at the mill, preceded by visit of various
processes, operations and general tour of the mill by the Directors. On an ongoing basis
as part of Agenda of Board / Committee Meetings, presentations are regularly made to the
Independent Directors on various matters inter-alia covering the Company's and its
subsidiaries' businesses and operations, industry and regulatory updates, strategy,
_nance, risk management framework, role, rights, responsibilities of the Independent
Directors under various statutes and other relevant matters. The details of
familiarization programme have been posted on the website of the Company and can be
accessed at https://www.glosterjute.com/news-and-events.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism / Whistle Blower Policy and has established
the necessary mechanism, for employees to report concerns about unethical behavior or
suspected fraud in violation of Company's Code of Conduct or any other point of concern.
The mechanism provides for adequate safeguards against victimization of employees and
Directors to avail of the mechanism and also provide for direct access to the Chairman of
the Audit Committee in exceptional cases. The policy has been uploaded in the website of
the Company and can be accessed at https://www.glosterjute.com/policies.
RELATED PARTY TRANSACTIONS
The contracts/arrangements/transactions entered into by the Company with the related
parties during the Financial year under reporting were in ordinary course of business and
were negotiated on an arms' length basis. No material related party transactions i.e
transactions exceeding 10% of the annual consolidated turnover as per last audited
Financial statement were entered during the year by your company. During the year, the
Company has not entered into any material significant transaction which may have potential
con_ict of interest in the company with the Promoters, Directors or Key Managerial
Personnel. Accordingly, no transactions are being reported in Form No. AOC 2 in
terms of section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
All Related Party Transactions are placed before the Audit Committee as also to the
Board for approval. Where required, prior omnibus approval of the Audit Committee is
obtained for transactions which are foreseen and repetitive in nature and the
corresponding actual transactions become a subject of review at subsequent Audit Committee
Meetings.
The policy on Related Party Transactions has been uploaded on the website of the
Company and can be accessed at https://www. glosterjute.com/policies.
The details of the transactions with related parties during 2022-23 are provided in the
accompanying Notes to the Financial statements.
Late Pushpa Devi Bangur was mother of Sri Hemant Bangur. Except for this there was no
other pecuniary relationship amongst Directors during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has
constituted a CSR Committee and has simultaneously approved and adopted a CSR policy based
on the recommendations of the CSR Committee. The said policy is available on the website
of your Company and can be accessed at https://www.glosterjute.com/policies.
As on 31st March, 2023, the Committee consisted of four Members, comprising:
Name of the Members |
Category |
Late Pushpa Devi Bangur |
Non-Executive Director (Chairperson) |
Sri Dharam Chand Baheti |
Managing Director |
Sri Rohit Bihani |
Independent Director |
Ms. Priti Panwar |
Non-Executive Director |
The Annual Report on CSR activities as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 is given in Annexure III and forms part of this
Report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has effective internal controls in place which are constantly reviewed. The
Company's internal control system is commensurate with its size, scale and operations.
Detailed procedures are in place to ensure that all assets are safeguarded and protected
against loss.
During the year the Company appointed M/s JKVS & Co., as the Internal Auditor of
the Company for Financial year 2022-2023. The Internal Audit function gives thrust to test
and review controls and systems that are in place. The Audit Committee of the Board also
reviews the Internal Audit functions. The Audit Committee of the Board reviews the
Internal Audit Report and corrective actions taken on the _ndings are also reported to the
Audit Committee. Necessary certi_cation by the Statutory Auditors in relation to Internal
Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit
Report.
RISK MANAGEMENT
The Company has formulated a risk management policy and has in place a mechanism to
inform the Board about risk assessment and minimization procedure. Risk management is
embedded in your Company's operating framework. Your Company believes that managing risks
helps in maximizing returns.
The main aim of risk management is to identify, monitor and take precautionary measures
in respect of the events that may pose risks for the business. The Company has a Risk
Management procedure in place. Major risks identi_ed by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
AUDITORS & AUDITORS' REPORT
M/s Price Waterhouse & Co. Chartered Accountants LLP (Firm Registration No.-
304026E/E-300009) Statutory Auditors of the Company were re-appointed as the Statutory
Auditors of the Company at the 100th AGM to hold Office up to the conclusion of 105th
Annual General Meeting of the Company.
The Auditor's Report on the Financial statements for the Financial year 2022-23 does
not contain any Qualifications, reservations or adverse remarks.
The auditors have not reported any fraud during the year.
COST AUDITORS
In accordance with Section 148 of the Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014, the Board of Directors have appointed M/s D. Radhakrishnan
& Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year
2023-2024 at a remuneration of ` 75,000 plus reimbursement of out of pocket expenses at
actuals and applicable taxes. The remuneration needs to be rati_ed by the shareholders at
the forthcoming Annual General Meeting and a resolution regarding ratification of
remuneration payable to the cost auditor forms part of the notice convening the Annual
General Meeting of the Company. The Company is required to maintain cost records pursuant
to an order of the Central Government and accordingly such records and accounts are
maintained.
SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Companies Act, 2013, and rules made there
under, M/s. MKB & Associates, Company Secretaries, were the Secretarial Auditor of the
Company for the Financial year 2022-23.
The Secretarial Audit Report for the Financial year ended 31st March 2023 is attached
as Annexure IV and forms part of this Report. The Secretarial Audit Report does not
contain any quali_cation, adverse remark or disclaimer. Pursuant to the provisions of
Regulation 24A of SEBI Listing Regulations read with SEBI Circulars issued in this regard,
the Company has undertaken an audit for the Financial year 2022-2023 by M/S MKB &
Associates, Company Secretaries and the Annual Secretarial Compliance Report has been
submitted to the Stock Exchanges within 60 days of the end of the Financial year.
SECRETARIAL STANDARDS
The company has complied with Secretarial Standards relating to General Meetings and
Board Meetings as issued by Institute of Company Secretaries of India.
ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) read with section 134(3) (a) of the
Companies Act, 2013, the draft copy of the annual return for the F.Y. 2022-23 is uploaded
on the website of the Company at web link https://www.glosterjute.com/annualreturn.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, is attached as Annexure V and forms part of
this Report.
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014
is attached as Annexure VI A and forms part of this Report.
The details of employees who are in receipt of remuneration exceeding the limits
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as Annexure VI B and forms part of this Report.
Further, in accordance with the provisions of Section 197(12) & 136(1) of the Act read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the list
pertaining to the names and other particulars of employees, drawing remuneration in excess
of the limits set out in the aforesaid Rules is kept open for inspection by the members at
the Company's registered Office during the business hours on all working days up to the
date of ensuing Annual General Meeting and shall also be provided to any member of the
Company, who sends a written request to the Company Secretary at the Registered Office of
the Company.
DEPOSITS
Your company has not accepted any deposits as envisaged under Section 73 to 76 of the
Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the
year under review.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The
loans have been advanced by the Company for normal business purposes of the borrower.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors
confirm that :
i) In the preparation of Annual Accounts, the applicable Standards have been followed
and that there are no 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 a_airs of the Company at the end of the Financial year and of
the Profit of the Company for that period;
iii) The Directors have taken proper and su_cient 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;
iv) The annual accounts have been prepared on a going concern basis; v) The Directors
have laid down internal Financial controls for the Company which are adequate and are
operating effectively;
vi) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems were adequate and operating effectively.
BUSINESS RESPONSIBILITY AND SUBSTAINABILITY REPORT
A separate section on Business Responsibility & Sustainability Report forms part of
this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations as
Annexure VII.
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 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.
TRADE RELATIONS
The Board desires to place on record its appreciation for the support and co-operation
that the Company has received from suppliers, brokers, customers and others associated
with the Company as its enterprise partners. The Company has always looked upon them as
partners in its progress and has happily shared with them rewards of growth. It will be
Company's endeavor to build and nurture strong links with trade, based on mutuality,
respect and co-operation with each other.
DEPOSITORY SYSTEM
The Company's shares are tradable compulsorily in electronic form. In light of the
provisions of Regulation 40 of SEBI Regulations, read with SEBI circulars, Members may
please note that the transfer of shares will be in dematerialized form only. In view of
the above and to avail advantages o_ered by the Depository System as well as to avoid
frauds, Members holding shares in physical mode are advised to avail the facility of
dematerialization from either of the Depositories viz. National Securities Depository Ltd
or Central Depository Services (India) Ltd. As on 31st March 2023, 98.20% of the Company's
total paid up capital representing 1,07,46,337 equity shares are in dematerialized form.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at work place and has adopted a
policy in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for
prevention, prohibition and redressal of complaints of sexual harassment at workplace.
The company has complied with the provision relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the year, no complaint was lodged with the Internal Complaints Committee and no
complaint is pending as at the end of the Financial year 2022-2023.
REMUNERATION RECEIVED BY EXECUTIVE CHAIRMAN / MANAGING DIRECTOR FROM SUBSIDIARY COMPANY
The Subsidiary Companies do not pay any remuneration to the Executive Chairman or the
Managing Director of the Company. Accordingly, disclosure under section 197(14) of the
Companies Act 2013 is not applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE
TILL THE DATE OF THIS REPORT
There are no material changes and commitments, affectingthe Financial position of the
Company which has occurred between the end of the Financial year for the company and date
of this Report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE 2016(IBC) DURING THE YEAR ALONG WITH THE STATUS AT THE END OF THE YEAR
The Company has not made or received any application under the IBC during the Financial
Year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE TIME SETTLEMENT
AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/FI (S) ALONG WITH REASONS
The Company has not made any one time settlement with the Bank.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Act read with Investor
Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules,
2016 (IEPF Rules) as amended, unpaid and/or unclaimed dividend of ` 3,07,620/- pertaining
to the Financial year ended on 31st March 2015 were transferred during the year to the
Investor Education and Protection Fund.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the contribution made by
the employees at all levels but for whose hard work, solidarity and support, your
Company's achievements would not have been possible. Your Directors also wish to thank its
customers, brokers dealers, agents, suppliers, investors and bankers for their continued
support and faith reposed in the Company.
The enthusiasm and unstinting e_orts of the employees have enabled the Company to
remain at the forefront of the industry despite increased competition from several
existing and new players.
Your Directors take this opportunity to thank all investors, customers, vendors,
bankers, regulatory and government authorities and stock exchanges, for their continued
support and faith reposed in the Company.
|
Hemant Bangur |
|
Executive Chairman |
Place : Kolkata |
Dharam Chand Baheti |
Dated : 30th May 2023 |
Managing Director |
For & on behalf of the Board
MANAGEMENT DISCUSSION AND ANALYSIS
a) Industry structure and developments
The compulsory packing norms for food grains and sugar under Jute Packaging Materials
(Compulsory use for Packing Commodities) Act, 1987 (JPMA) stands at the 100% & 20% of
production of food grains & sugar respectively and the said notification is valid up
to 30th June 2023.
b) Opportunities and Threats/Risks & Concerns Opportunities
- Rising concerns for reducing carbon footprints opens doors for use of more bio
degradable & sustainable products made from natural fibers
- Demand for Company's industrial products like Hessian & Sacking and promotional
Jute goods like lifestyle products & other made ups in particular have grown over the
years and is expected to see further growth;
Risk & Concern/ Threat
- Lower incentives on exports which were continuing from 2021-22 have been reduced
substantially on introduction of Remission of Duties and Taxes on Exported Products
(RoDTEP) Scheme
- Restricting Raw Jute Stock to be maintained by jute mills may adversely a_ect the
cost due to improper quality mix
- Any further dilution of compulsory Jute Packing Order can adversely a_ect the market
of jute products;
- Sti_ competition from Bangladesh jute goods and synthetic packaging materials;
- Withdrawal of Anti Dumping duties on import of jute goods from Bangladesh may
adversely a_ect the domestic market.
- Unstable global economic outlook due to Russia-Ukraine war and economic slow down
- Ever increasing employee cost may overall result into higher conversion cost c)
Segment-wise or product-wise performance
The Company is engaged in the business of manufacturing Jute goods and is managed
organizationally as a single unit. Accordingly, the company has only one business.
However, the Company has customers in India as well as outside India and thus segment
reporting on the Geographical location of its customers is as below:
( ` in lakhs)
|
Within India |
Outside India |
Total |
Particulars |
|
|
|
|
|
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Segment revenue by location of customers |
50,613.63 |
52,683.08 |
19,181.95 |
20,282.18 |
69,795.58 |
72,965.26 |
d) Outlook
The prices of raw jute in the current Financial year prevailed higher as sufficient
water was not available at the time of retting. Moreover, the farmers were also reluctant
to sell below the price they got from the last year's crop in spite of strict monitoring
& stock regulations imposed by the authorities. In the ensuing season the raw jute
crop is estimated to be bountiful due to good weather conditions up till now and higher
acreages under jute crop. The carry-over of crop in the ensuing season is adequate which
should keep the prices stable with downward bias. Demand from Government, domestic &
export markets have been stable and the Company is continuously exploring newer markets
for traditional and diversified jute products.
Your management is sustaining its efforts to improve the efficiency and productivity
for achieving better performance. e) Internal control systems and their adequacy
The Company has adequate internal control system commensurate with the size, scale and
complexity of its operations which provides reasonable assurance with regard to
safeguarding the Company's assets, promoting operational efficiency by cost control,
preventing revenue leakages and ensuring adequate Financial and accounting controls and
compliance with various statutory provisions. An independent Audit Committee of the Board
of Directors actively reviews the adequacy and effectiveness of internal control systems
and suggests improvements for strengthening them.
A summary of Internal Audit observations and Action Taken Reports are placed before the
Audit Committee on a periodical basis, for review.
f) Discussion on Financial performance with respect to operational performance The
following are the significant areas of Financial performance:
Particulars |
2022-23 |
2021-22 |
2020-21 |
Increase/ (Decrease) |
Revenue from operations |
71,017.53 |
73,382.05 |
49,308.68 |
(2,364.52) |
Raw material cost |
39,234.70 |
40,718.22 |
27,906.98 |
(1,483.52) |
Finance costs |
225.17 |
150.74 |
199.93 |
74.43 |
Profit for the year |
6,125.75 |
7,281.20 |
4,460.58 |
(1,155.45) |
g) Human Resources & Industrial Relations
The Company is continuing its e_orts through training to enhance competence of its
manpower to make them more resourceful in their present job and also to prepare them for
future roles. The Company has also introduced sta_ welfare schemes under which bene_ts are
provided to deserving members of sta_.
h) Key Financial Ratios
Sl.No. |
Ratio |
31 March 2023 |
31 March 2022 |
1 |
Current ratio (Times) |
3.32 |
4.14 |
2 |
Debt-equity ratio (Times) * |
0.03 |
0.01 |
3 |
Debt service coverage ratio (Times) |
7.53 |
6.37 |
4 |
Return on equity ratio (%) |
5.65% |
7.04% |
5 |
Inventory turnover ratio (Times) |
4.86 |
5.02 |
6 |
Trade receivables turnover ratio (Times) |
20.53 |
24.04 |
7 |
Trade payables turnover ratio (Times) |
49.04 |
41.41 |
8 |
Net capital turnover ratio (Times) |
4.28 |
3.64 |
9 |
Net Profit ratio (%) |
8.78% |
9.98% |
10 |
Return on capital employed (%) # |
8.62% |
12.58% |
11 |
Return on investment (%) # |
6.54% |
9.51% |
12 |
Interest Coverage Ratio (Times)@ |
51.00 |
96.61 |
13 |
Operating Profit Margin (%)# |
12.70% |
15.00% |
14 |
Return on Net worth (%)# |
5.61% |
6.77% |
* The variation in debt- equity ratio as at 31 March 2023 compared to 31 March 2022 is
due to increase in short term borrowing and fresh long term debt in current Financial
year.
# The variation are primarily due to decrease in prohatability during the year.
@ The variation is primarily due to decrease in prohatability and increase in _nance
cost during the year.
i) Cautionary statement
Statements made in this section of the report are based on assumptions and expectations
of future events. Actual results could however di_er materially from those expressed or
implied. Important factors that could make a di_erence include _nished goods prices, raw
material cost and its availability, change in Government regulations, tax laws, economic
developments within the country, currency _uctuation and other factors such as litigation.
NOMINATION & REMUNERATION POLICY
1. Preamble
1.1 The remuneration policy provides a framework for remuneration paid to the members
of the Board of Directors ("Board") Key Managerial Personnel ("KMP")
and Senior Managerial Personnel ("SMP"). The expression Senior Management
Personnel' means personnel of the company who are members of its core management team
excluding Board of Directors comprising all members of management one level below the
executive Directors, including the functional heads. In terms of Section 178 of the
Companies Act, 2013 this Policy is being framed and formulated for laying down criteria
for determining Qualifications, positive attributes and independence of a Director and
recommend to the Board a policy, relating to the remuneration of Executives.
2. Aims & Objectives
The aims and objectives of this nomination & remuneration policy
("Policy") may be summarized as follows: 2.1 The Policy aims to enable the
company to attract, retain and motivate highly quali_ed members for the Board, KMP and
SMP.
2.2 The Policy aims to enable the Company to provide a well-balanced and
performance-related compensation package, taking into account shareholder interests,
industry standards and relevant Indian corporate regulations. 2.3 The Policy seeks to
ensure that the interests of Board members, KMP and SMP are aligned with the business
strategy and risk tolerance, objectives, values and long-term interests of the company and
will be consistent with the "pay-for-performance" principle.
2.4 The policy will ensure that remuneration to Directors 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.
3. Principles of remuneration
3.1 Support for Strategic Objectives: Remuneration and decisions shall be developed in
a manner that is consistent with, supports and reinforces the achievement of the Company's
vision and strategy. 3.2 Transparency: The process of remuneration management shall be
transparent, conducted in good faith and in accordance with appropriate levels of
confidentiality.
3.3 Internal equity: The Company shall remunerate the Board members, KMP and SMP in
terms of their roles within the organisation.
3.4 External equity: The Company shall strive to pay an equitable remuneration, capable
of attracting and retaining high quality personnel. Reference to external market norms
will be made using appropriate market sources, including relevant and comparative survey
data, as determined to have meaning to the Company's remuneration practices at that time.
3.5 Flexibility: Remuneration shall be sufficiently flexible to meet both the needs of
individuals and those of the Company whilst complying with relevant tax and other
legislation.
3.6 Performance-Driven Remuneration: The Company shall entrench a culture of
performance driven remuneration. 3.7 A_ordability and Sustainability: The Company shall
ensure that remuneration is adordable on a sustainable basis.
4 Policy for selection and appointment of the Board Members and determining
Directors' independence
4.1 Board membership criteria
4.1.1 The Nomination & Remuneration Committee, along with the Board shall review on
an annual basis, appropriate skills, characteristics and experience required of the Board
Members for the better management of the Company. The objective is to have a Board with
diverse background and experience in business, government, academics, technology and in
areas that are relevant for the Company's global operations.
4.1.2 In evaluating the suitability of individual Board members, the Committee will
take into account many factors, including general understanding of the Company's business
dynamics, global business and social perspective, educational and professional background
and personal achievements.
4.1.3 The policy seeks to ensure that Directors should possess the highest personal and
professional ethics, integrity and values. They should be able to balance the legitimate
interest and concerns of all the Company's stakeholders in arriving at decisions, rather
than advancing the interests of a particular constituency. The Board members are expected
to have adequate time and expertise and experience to contribute to effective Board
performance.
4.1.4 The Directors must devote sufficient time and energy in carrying out their duties
and responsibilities effectively. They must have the aptitude to critically evaluate
management's working as part of a team in an environment of collegiality and trust.
4.1.5 The proposed appointee shall also fulfill the following requirements:
4.1.5.1 Shall not be disqualified under the Companies Act, 2013; 4.1.5.2 Shall give his
written consent to act as a Director; 4.1.5.3 Shall endeavour to attend all Board Meetings
and wherever he is appointed as a Committee Member, the Committee Meetings; 4.1.5.4 Shall
abide by the Code of Conduct established by the Company for Directors, KMP and SMP;
4.1.5.5 Shall disclose his concern or interest in any company or companies or bodies
corporate, _terms, or other association of individuals. 4.1.6 The Nomination and
Remuneration Committee shall evaluate each individual with the objective of having a group
that best enables the success of the Company's business. 4.1.7 The Nomination and
Remuneration Committee shall assess the independence of Directors at the time of
appointment / re-appointment and the Board shall assess the same annually. The Board shall
re-assess determinations of independence when any new interests or relationships are
disclosed by a Director. 4.2 Selection of Board Members/ extending invitation to a
potential director to join the Board The Nomination & Remuneration Committee will
periodically identify competency gaps in the Board, evaluate potential candidates as per
the criteria laid above, ascertain their availability and make suitable recommendations to
the Board. The objective is to ensure that the Company's Board is appropriate at all
points of time to be able to take decisions commensurate with the size and scale of
operations of the Company. The Nomination & Remuneration Committee shall also identify
suitable candidates in the event of a vacancy being created on the Board on account of
retirement, resignation or demise of an existing Board member. Based on the
recommendations of the Committee, the Board will evaluate the candidate(s) and decide on
the selection of the appropriate member.
5 Compensation Structure
5.1 Remuneration to Non-Executive Directors:
The Non-executive Directors of the Company will be paid remuneration by way of sitting
fees for attending the meetings of the Board of Directors and its Committees. The said
sitting fees paid to the Non-executive Directors for the Board Meetings and Committee
meetings will be Fixed by the Board and reviewed from time to time in accordance with
applicable law. The Non-executive Directors may be paid such commission as the Board may
approve from time to time subject to limits prescribed from time to time in the Act or
Rules made thereunder.
5.2 Remuneration to Executive Directors, KMPs & SMP:
The Company has a credible and transparent framework in determining and accounting for
the remuneration of the Managing Director / Whole Time Directors (MD/WTDs), KMP and SMP.
Their remuneration are governed by the external competitive environment, track record,
potential, individual performance and performance of the company as well as industry
standards. The remuneration for Managing Director / Whole Time Directors (MD/WTDs), is
determined by the Board of Directors based on the appointment agreement approved, by the
members in the general meeting of the Company and by the Central Government if required.
6 Supplementary provisions
6.1 Any matters not provided for in this Policy shall be handled in accordance with
relevant State laws and regulations and the Company's Articles of Association. If this
Policy con_ict with any laws or regulations subsequently promulgated by the state or with
the Company's Articles of Association as amended pursuant to lawful procedure, the
relevant State laws and regulations and the Company's Articles of Association shall
prevail, and this Policy shall be amended in a timely manner and submitted to the Board of
Directors for review and adoption. 6.2 The right to interpret this Policy vests in the
Board of Directors of the Company.
|