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Jagjanani Textiles Ltd.

BSE: 532825 | NSE: | Series: NA | ISIN: INE702H01018 | SECTOR: Textiles - General

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Annual Report

For Year :
2014 2013 2012 2011 2010 2009 2008

Director’s Report

Dear Shareholders, We have pleasure in presenting the 17th Annual Report of the Company and the audited statement of accounts for the year ended 31st March, 2014. A summary of the financial results is given below. FINANCIAL RESULTS (''000) (''000) Year ended Year ended on On 31/03/2014 31/03/2013 Gross sales including other income 1,76,947 1,70,598 Gross Profit (Loss) 63.871 53,791 Depreciation 18.744 37,619 Profit/Loss for the year 45,127 20,817 MANAGEMENT DISCUSSION AND ANALYSIS Textile industry plays a pivotal role in India''s economy. It contributes 14% to India''s industrial production, 4% to the GDP and 17% to export earnings. It provides employment to 35 million people. Recognizing such a pivotal role the Government has been taking many a steps to minimize the effect of economic slowdown faced by the industry during the year under reference. You are aware that in spite of acute financial crisis your Company has been able to sustain its operations to avoid damage to plant and machinery. The Company has settled the accounts of all the three banks, namely IDBI Bank, Bank of Baroda and UCO Bank. The dues of IDBI Bank and Bank of Baroda have been assigned to M/s. U V Asset Reconstruction Company Limited and the dues of UCO bank have been taken over by M/s. ASREC (India) Ltd. The borrowings from Asset Reconstruction Companies (ARCs) are at higher cost and at best can be used only as a temporary means of finance. Market conditions for cotton textiles have not been conducive during 2013-14. On account of general economic slowdown and lower GDP, the markets have been sluggish. As we have been working with heavy constraints, our operations did not yield positive results. The settlement of UCO Bank account has resulted in write back of part loans and interest and is reflected in the accounts. Your Company also attracts provisions of Section 23 (1) (a) (i) of The Sick Industrial Companies Act, 1985 due to erosion of Net worth. MANAGEMENT PERCEPTION OF RISK AND CONCERN 1. Agriculture in India is still dependent on rains for irrigation As agriculture contributes substantially to our GDP, any downfall in agri production affects economy. Monsoon this year has not been up to the mark and large areas particularly in cotton growing regions have not received adequate rains. It will have its impact not only on quality of cotton but also on its prices during the current year. Consumption of manmade fibres is still low in our country as compared to global standards. 2. China has been a major buyer for Indian textiles - yarn and fabrics. This year China is reported to have decided to reduce import of textiles to encourage domestic production and this decision is showing its impact on the industry 3. However, your Company is taking all possible steps to augment its production levels irrespective of general economic conditions. INTERNAL CONTROL SYSTEM Your Company has developed a well defined internal control system over a period which meets its requirement. The system is reviewed periodically to keep with the times and ensure optimal utilization and protection of company''s resources. Audit Committee of the Board monitors the internal control system. HUMAN RESOURCES/INDUSTRIAL RELATIONS Your Company encourages innovation and performance. It appreciates and values the Human asset of the Company. In spite of difficult situation on operational front, the morale of employees is high and they have been working hard to turn the tide in favour of better working of your Company. The Company has developed an environment of harmonious and cordial relations with its employees. As the Company is in Textile business only, segment reporting is not required. DIVIDEND No dividend is being recommended for the year under review in view of the accumulated losses. DIRECTORS'' RESPONSIBILITY STATEMENT On the basis of compliance certificates received from the concerned executives of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, as required under Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period ; iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any ; iv) the Directors have prepared the annual accounts on a going concern basis. DIRECTORS Mr.Akash B. Shah, Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board at its meeting held on 04.09.2014 recommended appointment of Mrs. Shakuntala Vyas, as non executive, non-independent Director of the Company whose period of office is liable to determination by retirement of directors by rotation and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director. The Board recommends the resolutions for your approval for the above appointments. OTHER INFORMATION Auditors M/s G. Dutta & Co., Chartered Accountants, (ICAI Registration No. 002136 ''C'') who are Statutory Auditors of the Company will hold office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2014-15. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s G. Dutta & Co., Chartered Accountants, that their appointment, if made, would be in conformity with the limits specified in the said Section. The observations made by the Auditors in their Report are adequately explained in the notes to the Accounts and significant Accounting Policies and need no further elaboration. Cost Auditor & Cost Audit Report During the year, Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, read with The Companies (Cost Accounting Records) Rules, 2011 Board appointed, Mr. Pawan Gupta & associates, Cost Auditor to conduct cost audits relating to textile products manufactured by the Company. Information as per section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975: None of the employee was in receipt of remuneration in excess of limit prescribed under Section 217 (2A) of the Companies Act, 1956. Energy Conservation, Technology Absorption & Foreign Exchange A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure ''A'' and forms part of this Report CORPORATE GOVERNANCE A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance. CASH FLOW ANALYSIS In conformity with the provisions of clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31.03.2014 is annexed hereto. ACKNOWLEDGEMENT The Board acknowledges with deep sense of gratitude for the valuable assistance and cooperation extended and guidance provided by Government Authorities, Banks, financial institutions, Business associates and looks forward for their continued support. Your Directors are also grateful to the customers & suppliers for their trust and support. Your Directors would like to appreciate dedication and hard work put in by every employee of your company. Last but not the least, your Directors are deeply grateful for the confidence and faith shown by the members of the Company in them. For and on behalf of the Board, Sd/- Sd/- S.K.Singhal S.G.Vyas Director Managing Director (DIN-00075934) (DIN-01905310) Jaipur 04.09.2014

Director’s Report