| Dear Members,
The Directors have pleasure in presenting their 28th Annual Report
together with the Audited Accounts of the Company for the Year ended
March 31, 2015.
* FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The key highlights of Standalone & Consolidated financial results for
Kashiram Jain and Co. Limited for the financial year 2014-15 are
tabulated below:
(Amount in Rs.)
STANDALONE
Particulars March31, 2015 March 31, 2014
Gross Sales 1,24,09,515 --
Net Sales 1,24,09,515 --
Interest Income 601806 194,239
Total Income 130, 11,321 194,239
Profit before extraordinary item & tax (90,260) 58,929
Extraordinary Item -- --
Profit before taxation (90,260) 58,929
Tax Expenses:
Current Tax 2,09,600 18,209
Deferred Tax -- --
Profit after Tax (2,99,860) 40,720
(Amount in Rs.)
CONSOLIDATED
Particulars March 31, 2015
Gross Sales 1,24,31,840
Net Sales 1,24,31,840
Interest Income 6,01,806
Total Income 1,30,33,646
Profit before extraordinary item & tax (4,98,943)
Extraordinary Item --
Profit before taxation (4,98,943)
Tax Expenses:
Current Tax 2,09,600
Deferred Tax --
Profit after Tax (7,08,543)
* GENERAL RESERVE
The Company did not transferred any amount to the General Reserve this
year.
* BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIR
Gross Revenue increased to Rs. 1,30,11,321/- a growth of around 6598.6%
against Rs. 194,239/- in the previous year. Profit before taxation
stood at Rs. (90,260) against Rs. 58,929/- in the previous year. , the
net profit of the Company for the year under review was placed at Rs.
(2,99,860) as against Rs. 40, 720/-, in the previous year.
* DIVIDEND
In view of the loss incurred during the current financial year of Rs.
2,99,860, the Company is not in a position to recommend any dividend
for the year ended 31st March, 2015.
* SHARE CAPITAL
The paid up equity capital as on March 31, 2015 was Rs.10,600,000.
During the year under review, the Company issued 560,000 equity shares
of Rs.10/- per equity share at a premium of Rs. 35/- per share to
shareholders not belonging to the promoters group. The company has not
issued shares with differential voting rights nor granted stock options
nor any sweat equity.
* CHANGES TN THE NATURE OF BUSINESS
Apart from investing activities, your Company has ventured into trading
of saree and other textile materials.
There have been no material changes and commitments have occurred
between the end of the financial year and date of report.
* CHANGE OF NAME
There has been no change in the name of your Company during the
financial year 2014-15.
* DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 to 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
* PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, Investment and guarantees have been disclosed
in the financial statement.
* INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope of work includes
review of process for safeguarding the assets of the Company, review of
operational efficiency effectiveness of systems and processes, and
assessing the internal control strengths in all areas.
* CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
In pursuance of the provision of Section 135 of the Companies Act,
2013, the CSR provisions are not applicable to the Company.
* CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The particulars of conservation of energy and technology absorption as
required under Section 134(3)(m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014 are not applicable to the Company.
* FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the period under review there was no foreign exchange earnings
or out flow.
* APPOINTMENT/ CESSATION OF DIRECTORS & KMPs CESSATION
* Mr. Om Prakash Jain, resigned from the Board with effect from
November 03,2014 due to pre occupation in other business activities
* Mr. Gaurav Jain, resigned from the Board with effect from November
03,2014 due to pre occupation in other business activities
* Mr. Naveen Kumar Jain, resigned from the Board with effect from
November 03,2014 due to pre occupation in other business activities
* Ms. Sarika Gupta resigned from the Board with effect with effect from
December 22, 2014 due to pre occupation in other business activities.
* Mr. Dilip Kumar Jain, resigned from the Board with effect from May
18,2015 due to pre occupation in other business activities
The Board hereby places on record its sincerest thanks and gratitude
for the invaluable contribution made by Mr. Om Prakash Jain, Mr. Gaurav
Jain, Mr. Naveen Kumar Jain, Ms. Sarika Gupta and Mr. Dilip kumar Jain
towards the growth and development of the company during their tenure
as a director.
APPOINTMENT
* Mr. Sanjib Saha was appointed as an Additional Independent Director
w.e.f December 22, 2014.
* Ms. Lalita Devi Agarwal was appointed as an Additional Independent
Director w.e.f. October 25, 2014.
* Mr. Bishnu Agarwal was appointed as an Additional Non Independent
Director w.e.f. October 25, 2014 later on the Board of Directors in its
meeting held on December 22, 2014 has promoted Mr. Bishnu Agarwal to
the Post of Managing Director. Further, Mr. Bishnu Agarwal has been
appointed as Chief Financial Officer of the Company w.e.f. May 15,2015.
* Ms. Sweta Harlalka was appointed as Company Secretary w.e.f. December
12, 2014.
The Board now recommends the appointment of Mr. Sanjib Saha & Ms. Lalita
Devi Agarwal as independent directors under section 149 of the Companies
Act, 2013 and clause 49 of the listing agreement in the ensuing A.G.M.
to hold office for 5 (Five) consecutive years i.e. for a term up to the
conclusion of 33rd Annual General Meeting of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All independent directors have given declarations (Annexure-A) that
they meet the criteria of independence as laid down under section
149(6) of the Companies Act, 2013 and clause 49 of the Listing
Agreement.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 the Board has
carried out the annual performance evaluation of its own performance,
the Directors individually including the Chairman of the Board as well
as the evaluation of the Committees of the Board. A structured
questionnaire was prepared after taking into consideration inputs
received from the Directors. The performance evaluation of the
Independent Directors was also carried out by the entire Board.
The results of the evaluation done by Independent Directors were
reported to the Chairman of the Board. It was reported that the
performance evaluation of the Board, Committee etc. was satisfactory.
The Directors expressed their satisfaction with the evaluation process.
MEETINGS
During the Financial Year 31st March, 2015, Twelve Board Meetings were
held on and five Audit Committee Meetings were convened and held. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 i.e. not more than 120 days from the
previous meeting.
INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors met on March
21, 2015, inter alia, to discuss:
1. Evaluation of the performance of Non Independent Directors and the
Board of Directors as a whole ;
2. Evaluation of the performance of Chairman of the Company, taking
into account the views of the Executive and Non Executive Directors.
3. Evaluation of the quality, content and timelines of flow of
information between the Management and the Board that is necessary for
the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
* DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 under review.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
The directors had laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate
and were operating effectively.
v) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
* RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by
the company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of
the company.
* SUBSIDIARY COMPANIES
Pursuant to circular dated 8th February, 2011, issued by the Ministry
of Corporate Affairs, Government of India and section 136 of the
Companies Act,2013, which has exempted companies from attaching the
Annual Report and other particulars of its Subsidiaries companies along
with the Annual Report of the Company, the Annual report of the
Subsidiary companies viz. 1) Jiban Jyoti Multitrade & Services Limited
2) Sebika Medical College & Hospital International Limited 3) Agon
Projects Ltd 4) Jeevan Rekha Agro Limited 5) Subhakamona Realty Project
India Ltd 6) Spd Projects Limited 7) Balview Infratrade Limited 8)
Blueshine Infratrade Limited 9) Octavio Merchants Limited 10) Vanora
Merchants Limited 11) Derica Dealers Private Limited & 12) Henio
Merchants Limited. are not attached with this report.
The financial statements of subsidiary companies are kept for
inspection by the shareholders at the registered office of the company.
* CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by clause 32 of the listing agreement entered with the
stock exchanges, the Consolidated Financial Statements have been
prepared by the Company in accordance with the applicable Accounting
Standards. The audited Consolidated Financial Statements together with
the Auditor Report forms part of the Annual report.
* VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management (FRM)
Policy to deal with instance of fraud and mismanagement, if any.
The Company has a Fraud Risk and Management (FRM) Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
* PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
* AUDITOR' REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
* SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, Mr.
Sandeep Chhajer(C.P. No. 13574), Practicing Company Secretary have
been appointed Secretarial Auditors of the Company. The report of the
Secretarial Auditors is enclosed as Annexure-B to this report. Certain
observations made in the report with regard to non filing of some forms
were mainly due to ambiguity and uncertainty of the applicability of
the same for the relevant period. However, the company would ensure in
future that all the provisions are complied to the fullest extent.
* AUDITORS
M/s. N.M.V & Co., Chartered Accountants (FRN: 327453E), Guwahati, has
shown their unwillingness to continue as a statutory auditor of the
Company and has accordingly placed their resignation due to
pre-occupation in other assignments w.e.f_August 25, 2015. Therefore,
the Board proposes to Appoint Mr. Pravin Poddar, Chartered Accountant
(Membership No.300906) as the statutory auditor of the Company to hold
office from the conclusion of this annual general till the conclusion
of Annual General Meeting to be held in year 2020, subject to the
approval of shareholders at the forthcoming AGM, at such remuneration
and out of pocket expenses along with applicable service tax, as may be
mutually agreed upon between the Board of Directors of the Company and
the Auditor.
* EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "(Annexure C)".
* BUSINESS RISK MANAGEMENT
Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of
the listing agreement, the company has constituted a business risk
management committee. At present the company has not identified any
element of risk which may threaten the existence of the company.
* PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard and the same will be furnished on request.
Particulars of Employees pursuant to section 134(3)(q) of the Companies
Act, 2013 read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2014
a. None of the employees was employed throughout the financial year,
who was in receipt of remuneration exceeding Rs. 6,000,000/- per annum
or more. Therefore, Rule 5(2)(i) of the captioned Rules is not
applicable.
b. None of the employees was employed throughout the financial year,who
was in receipt of remuneration exceeding Rs. 500,000/- per month.
Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable.
c. No employee is a relative of any director or Key Managerial
personnel of the Company.
d. Therefore, Rule 5(2)(iii) of the captioned Rules is not applicable
to any employee.
* CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements as
stipulated under clause 49 of the listing agreement. A separate section
on corporate governance under the listing agreement, along with a
certificate from the auditor confirming the compliance, is annexed and
forms part of this Annual report.
* MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March, 2015.
* POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
AT WORK PLACE
The Company has a policy of zero tolerance for sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules there under.
* LISTING WITH STOCK EXCHANGE
The Equity shares of the Company are continued to be listed in The
Calcutta Stock Exchange Limited (CSE).
* AUDIT COMMITTEE
The Audit Committee consists of two Independent Directors and one
Executive Director. All members of the Audit Committee are financially
literate and they have accounting or related financial management
expertise The primary purpose of the Audit Committee is to assist the
Board of Directors (the "Board") of Kashiram Jain and Company Limited.,
(the "Company") in fulfilling its oversight responsibilities with
respect to (a) the accounting and financial reporting processes of the
Company, including the integrity of the audited financial results and
other financial information provided by the Company to its
stockholders, the public, any stock exchange and others, (b) the
Company's compliances with legal and regulatory requirements, (c) the
Company's independent auditors' qualification and independence, (d) the
audit of the Company's Financial statements, and the performance of the
Company's internal audit function and its Independent Auditors.
The Composition of the Audit Committee is given below:
Sr.No. Name Designation No of Meeting held
1 Lalita Devi Chairman 5
Agarwal
2 Sanjib Saha Member 5
3 Bishnu Agarwal Member 5
4 Dilip Kumar Jain* Member 5
5 Naveen Kumar Jain* Member 5
6 Gaurav Jain* Member 5
Sr.No. Name No of Meeting attended
1 Lalita Devi 3 of 5
Agarwal
2 Sanjib Saha 1 of 5
3 Bishnu Agarwal 3 of 5
4 Dilip Kumar Jain* 5 of 5
5 Naveen Kumar Jain* 2 of 5
6 Gaurav Jain* 2 of 5
Note:
*Mr. Dilip Kumar Jain, resigned from the Directorship of the Company w.
e. f. 18th May, 2015 *Mr. Naveen Kumar Jain, resigned from the
Directorship of the Company w. e .f. 03rd November, 2014.
*Mr. Gaurav Jain, resigned from the Directorship of the Company w. e.
f. 03rd November, 2014.
* NOMINATION AND REMUNERATION COMMITTEE (NRC)
Your Company has constituted the NRC of the Company pursuant to the
provisions of Section 178 of the Companies Act, 2013. The functions of
this Committee include identification of persons who are qualified to
become directors and who may be appointed, formulation of criteria for
determining qualifications, positive attributes, independence,
recommendations of their appointments to the Board, evaluation of every
director's performance, and formulation of Remuneration Policy to
include recommendation of remuneration for directors, key managerial
personnel.
The composition of the Nomination & Remuneration Committee is given
below:
Sl
No Name of the Members Category Designation
Chairman, Independent, Non-
1 Sanjib Saha Executive Chairman
2 Lalita Devi Agarwal Independent, Non- Executive Member
3 Bishnu Agarwal Non Independent, Executive Member
4 Dilip Kumar Jain* Independent, Non-executive Member
Note: *Mr. Dilip Kumar Jain, resigned form Board w.e.f. 18th May, 2015
due to pre occupation in other business activities.
Remuneration Policy, details of Remuneration and other Terms of
Appointment of Directors
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. This Policy inter-alia
includes:
1. Criteria of selection of Non-Executive Directors
Non Executive Directors will be selected on the basis of identification
of industry/ subject leaders with strong experience. The advisory area
and therefore the role may be defined for each independent director;
The Nomination and Remuneration Committee shall ensure that the
candidate identified for appointment as a Director is not disqualified
for appointment under Section 164 of the Companies Act, 2013.
In case of appointment of Independent Directors, the Nomination and
Remuneration Committee shall satisfy itself with regard to the
independent nature of the Directors vis-a-vis the Company so as to
enable the Board to discharge its function and duties effectively.
2. Remuneration
The Company is not paying any sitting fees to the Independent Directors
for attending meeting of the Board or Committee of the Board.
* SHAREHOLDERS/INVESTOR GRIEVANCE & SHARE TRANSFER COMMITTEE
The Shareholders Investors Grievance Committee consists of 4 directors.
The Committee is in charge of looking after grievances of Investors and
Shareholders. The composition of Shareholders/Investor Grievance &
Share Transfer Committee is given below:
Sl
No Name of the Members Category Designation
Chairman, Independent, Non-
1 Sanjib Saha Executive Chairman
2 Lalita Devi Agarwal Independent, Non- Executive Member
3 Bishnu Agarwal Non Independent, Executive Member
4 Dilip Kumar Jain* Independent, Non-executive Member
Note: *Mr. Dilip Kumar Jain, resigned form Board w.e.f 18th May, 2015
due to pre occupation in other business activities.
* TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
* ACKNOWLEDGEMENT:
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers for their continuous co- operation
and assistance.
For and on behalf of the Board of Directors
Bishnu Agarwal
Managing Director
DIN No: 06914865
Guwahati
September 03, 2015
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