Your Directors have pleasure in presenting the 12th Annual Report of the Company and the Audited
Financial statement for the year ended 31st March, 2024.
1. FINANCIAL RESULTS:
The financial results for the year ended 31.03.2024 and for the previous year 31.03.2023 are as under:
|
Particulars
|
2022-2023
|
2022-2023
|
|
Total income
|
148.96
|
394.90
|
|
Total Expenditure
|
142.73
|
355.35
|
|
Exceptional items
|
-
|
-
|
|
Profit Before Tax (PBT)
|
6.24
|
39.54
|
|
Less: Current Tax
|
(0.90)
|
(9.24)
|
|
Less: Deferred Tax
|
(1.04)
|
(1.05)
|
|
Profit After Tax (PAT)
|
4.29
|
29.25
|
2. NATURE OF BUSINESS & BUSINESS REVIEW:
The company is engaged in the business of trading of all kinds of Spices, Masala, Food Grains and Kirana
Products. There is no change in the nature of business.
During the year under review, the total revenue of your company was Rs.148.96 Lakhs as compared to
previous year revenue of Rs.394.90 Lakhs. The net profit for the year is Rs.4.29 Lakhs as compared to
previous year Profit of Rs. 29.25 Lakhs.
3. DIVIDEND & RESERVES:
Your Directors do not recommend any dividend for the financial year 2023-24.
The company has not transferred any amount to general reserve during the year under review.
4. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:
Your Company does not have any subsidiary, joint venture, associate company as at March 31, 2024.
5. DEPOSITS:
The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013,
and rules related thereto.
6. ANNUAL RETURN
The annual return is available for inspection of the members at the registered office of the Company and
same shall also be uploaded in the website of the Company www.jetmallltd.in.
7. SHARE CAPITAL
The Company has not issued any Sweat Equity Shares, Employee Stock Option and not called for Buy
back of Shares during the financial year under review. The Company Shares are listed on BSE SME
Platform.
8. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments which could affect the Company's financial position have
occurred between the end of the financial year of the Company and the date of this report.
9. INTERNAL FINANCIAL CONTROLS:
The company's internal control systems are commensurate with the nature of its business and the size
and complexity of its operations. In addition to the internal control systems, the board has laid emphasis
on adequate internal financial controls to ensure that the financial affairs of the company are carried
out with due diligence.
10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or Court or Tribunal which can
have an impact on the going concern status and the Company's operations in future.
11. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:
The Company has made advances towards trade during the year under review. The Company has not
given any guarantees, provided security nor made investments covered under Section 186 of the
Companies Act, 2013.
12. MANAGEMENT DISCUSSION & ANALYSIS:
A detailed analysis on the performance of the industry, the company, internal control systems, risk
management are enumerated in the Management Discussion and Analysis report forming part of this
report and annexed as 'Annexure-A'.
13. BOARD OF DIRECTORS AND ITS COMMITTEES:
A. COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company comprises of four Directors as at 31.03.2024 of which two are
Non-Executive Independent Directors.
|
SN
|
DIN
|
NAME OF THE DIRECTOR
|
DESIGNATION
|
|
1.
|
08899339
|
Ms. Roopal Shreyans Lodha
|
Director
|
|
2.
|
02744512
|
Mr. Kushal Kumar Jain
|
Director - Independent
|
|
3.
|
10299453
|
Mr. Shanmugam
|
Whole Time Director
|
|
4.
|
10302382
|
Mr. Srinivasan Ravi
|
Director - Independent
|
(b) The details key managerial personnel are as follows:
|
SN
|
PAN
|
NAME
|
DESIGNATION
|
|
1.
|
AMBPR8279D
|
Mr. Radhakrishnan
|
CFO
|
(c) The details of change in Directors, KMP during the year is as follows;
|
S No
|
DIN / PAN
|
Name
|
Particulars
|
|
1.
|
ADWPG9737D
|
Mr. R S Gowdhaman
|
Appointed as Company Secretary & Compliance Officer
w.e.f. 21.07.2023
|
|
2.
|
01534269
|
Mr. Ratanchand Lodha
|
Resignation as Managing Director w.e.f. 01.08.2023
|
|
3.
|
10299453
|
Mr. Shanmugam
|
Appointed as an Additional Director w.e.f. 01.09.2023
and Whole-time Director for a term of five years w.e.f.
01.09.2023
|
|
4.
|
10302382
|
Mr. Srinivasan Ravi
|
Appointed as Independent Director w.e.f. 01.09.2023
|
|
5.
|
08970465
|
V Ankit Chordia
|
Cessation as Director w.e.f. 25.10.2023
|
|
6.
|
ADWPG9737D
|
R S Gowdhaman
|
Cessation as a Company Secretary & Compliance Officer
w.e.f. 31.01.2024
|
RETIRE BY ROTATION:
Ms. Roopal Shreyans Lodha, Director, is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible offers herself for re-appointment. The board recommends her re¬
appointment as director of the Company.
B. MEETINGS
The Board of Directors met 8 times on 30.05.2023, 21.07.2023, 01.08.2023, 01.09.2023, 16.10.2023,
25.10.2023, 10.11.2023 and 31.01.2024. The gap between two Board meetings is not more than 120
days. The particulars of name of the Directors and attendance are mentioned below:
|
S.No
|
Name of the Directors
|
Designation
|
No. of Meetings in the year 2023-24
|
|
Held
|
Entitled to
Attend
|
Attended
|
|
1
|
Mr. Ratan Chand Lodha*
|
Managing Director
|
8
|
3
|
3
|
|
2
|
Ms. Roopal Shreyans Lodha
|
Women Director
|
8
|
8
|
8
|
|
3
|
Mr. V Ankit Chordia **
|
Independent Director
|
8
|
5
|
5
|
|
4
|
Mr. Kushal Kumar Jain
|
Independent Director
|
8
|
8
|
8
|
|
5
|
Mr. Shanmugam #
|
Whole Time Director
|
8
|
4
|
4
|
|
6
|
Mr. S Ravi #
|
Director
|
8
|
4
|
4
|
*Resigned w.e.f. 01.08.2023 ** Resigned w.e.f. 25.10.2023
# Appointed w.e.f. 01.09.2023
In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent
Directors of the Company was held during the year under review.
C. COMMITTEES OF THE BOARD
A) AUDIT COMMITTEE:
The Audit Committee of the Board acts in accordance with the terms of reference, which is in
compliance with the provisions of Section 177 of the Companies Act, 2013 (Act). The Committee is
entrusted with the responsibility to supervise the Company's internal control and financial reporting
process and inter alia performs the following functions:
a. Overviewing the Company's financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible;
b. Recommending the appointment, remuneration and terms of appointment of auditors of the
Company;
c. 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 in terms of clause (c) of sub¬
section (3) of Section 134 of the Act, 2013;
• Changes, if any, in accounting policies and practices and reasons for the same;
• Major 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, if any, in the draft audit report.
d. Reviewing with the management, the quarterly financial statements before submission to the Board
for approval;
e. Reviewing and monitoring the auditor's independence and performance and effectiveness of audit
process;
f. Approving or subsequently modifying any transactions of the Company with related parties;
g. Scrutinizing the inter-corporate loans and investments;
h. Reviewing the valuation of undertakings or assets of the Company, wherever it is necessary;
Composition, Meeting and Attendance:
The Audit Committee comprises of Three Directors. The Committee met 4 times during the year on
30.05.2023, 16.10.2023, 10.11.2023 and 31.01.2024. The attendance of the members at the committee
meeting held during the year is given below:
|
Name
|
Designation
|
Category
|
No. of Meeting
|
|
Held
|
Attended
|
|
Mr. Kushal Kumar Jain
|
Chairman
|
Independent Director
|
4
|
4
|
|
Mr. V Ankit Chordia *
|
Member
|
Independent Director
|
2
|
2
|
|
Ms. Roopal Shreyans Lodha
|
Member
|
Non-executive Director
|
4
|
4
|
|
Mr. S Ravi #
|
Member
|
Independent Director
|
2
|
2
|
* Ceased w.e.f. 25.10.2023 # Appointed w.e.f. 25.10.2023
B) NOMINATION & REMUNERATION COMMITTEE:
Brief description of terms of reference:
a) Guiding the Board for laying down the terms and conditions in relation to the appointment and
removal of Director(s), Key Managerial Personnel (KMP) of the Company.
b) Evaluating the performance of the Director(s) and providing necessary report to the Board for its
further evaluation and consideration.
c) Recommending to the Board on remuneration payable to the Director(s), KMP of the Company based
on (i) the Company's structure and financial performance.
Composition, Meeting and Attendance:
The composition of the Nomination & Remuneration Committee comprises of Three Directors. The
Committee met 3 times during the year on 21.07.2023, 01.08.2023 and 01.09.2023. The attendance of
the members at the committee meetings held during the year is given below:
|
Name
|
Designation
|
Category
|
No. of Meeting
|
|
Held
|
Attended
|
|
Mr. Kushal Kumar Jain
|
Chairman
|
Independent Director
|
3
|
3
|
|
Mr. V Ankit Chordia *
|
Member
|
Independent Director
|
3
|
3
|
|
Ms. Roopal Shreyans Lodha
|
Member
|
Non-executive Director
|
3
|
3
|
|
Mr. S Ravi #
|
Member
|
Independent Director
|
0
|
0
|
* Ceased w.e.f. 25.10.2023 # Appointed w.e.f. 25.10.2023
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is to look after transfer of shares and the investor's
complaints, if any, and to redress the same expeditiously. The role and terms of reference of the
Committee are in consonance with the requirements mandated under Section 178 of the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015.
Composition, Meeting and Attendance:
The composition of the Stakeholders Relationship Committee comprises of Three Directors. The
Committee met 1 time during the year on 31.01.2024. The attendance of the members at the
committee meeting held during the year is given below:
|
Name
|
Designation
|
Category
|
No. of Meeting
|
|
Held
|
Attended
|
|
Mr. V Ankit Chordia *
|
Chairman
|
Independent Director
|
0
|
0
|
|
Mr. Kushal Kumar Jain **
|
Member /
Chairman **
|
Independent Director
|
1
|
1
|
|
Ms. Roopal Shreyans Lodha
|
Member
|
Non-executive director
|
1
|
1
|
|
Mr. S Ravi #
|
Member
|
Independent Director
|
1
|
1
|
* Ceased w.e.f. 25.10.2023 ** Appointed as Chairman w.e.f. 25.10.2023
# Appointed w.e.f. 25.10.2023
D) BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their meeting without
the participation of the Non-Independent Directors and Management, considered/evaluated the Boards'
performance, performance of the Chairman and other Non-independent Directors. The Board
subsequently evaluated its own performance, the working of its Committees and the Independent
Directors.
E) STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:
The Company has received necessary declarations from the Independent Directors stating that they
meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015.
14. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board
of Directors, hereby confirm that:
a) The preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimate 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;
c) The Directors have taken proper and sufficient care 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;
d) The Directors had prepared the annual accounts on going concern basis.
e) The directors had laid down internal financial controls to be followed by the company and such
internal financial controls are adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
15. AUDITORS:
M/s DARPAN & ASSOCIATES, Chartered Accountants, Chennai, were appointed as Statutory Auditors in
view of casual vacancy caused by the cessation of M/s. Venkat & Rangaa LLP, Chartered Accountants.
The Statutory Auditors have given their consent and confirmed their eligibility under Section 141 of the
Companies Act, 2013. In terms of Section 139 of the Companies Act, 2013 and rules thereunder,
necessary resolution is placed before the members for approving the appointment of M/s. Darpan &
Associates, Chartered Accountants, as the Statutory Auditors in view of casual vacancy and to hold office
until the conclusion of the Annual General Meeting to be held for the year ending 31.03.2028.
16. AUDITORS REPORT:
The auditors have not made any observation, qualification in their report. The Auditors have not
reported any frauds under sub-section (12) of section 143 of the Companies Act, 2013 during the year
under review.
17. SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the
services of Ms. A.K. Jain & Associates, Company Secretary in Practice, Chennai to conduct the Secretarial
Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report is
attached.
18. REPLY FOR COMMENTS IN SECRETARIAL AUDITORS' REPORT:
|
Secretarial Audit qualification/comments
|
Directors Comment
|
|
The certificate as per Regulation 7(3) for the year ended 31.03.2023
has been filed belatedly on 06.05.2023.
|
The Company will ensure that the filing is
submitted within the due date.
|
|
The Company has not appointed Company Secretary cum
Compliance Officer as required u/s 203 of the Companies Act, 2013,
and Regulation 6 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, within the due date. The
Company had appointed the Company Secretary cum Compliance
Officer w.e.f. 21.07.2023 which is beyond the due date i.e.
01.07.2023.
|
The Company couldn't identify suitable
candidate, hence the delay in appointment
of company secretary cum compliance
officer.
|
|
The Company has not filed the Annual Report in xbrl with the Stock
Exchange for the year ended 31.03.2023
|
The Company will take necessary steps to
upload the same.
|
|
The Company has not filed the prior intimation of the Board
Meeting in xbrl as per Regulation 29 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
|
The Company will ensure that the filing is
done in xbrl also.
|
|
The Company has not filed the outcome of the Board Meeting in
xbrl for change in directors, key managerial personnel and auditors
|
|
The Reconciliation of Share Capital audit report for the quarter
ended 30.06.2023 is submitted belatedly on 02.08.2023.
|
The delay was due to inadvertence and not
intentional. The Company will ensure that
the filing is submitted within the due date.
|
|
The Structured Digital Database Compliance Certificate for the
quarter ended 30.06.2023 and 31.03.2024 is submitted belatedly
|
|
The Company has not filed Structured Digital Database Compliance
Certificate for the quarter ended 31.12.2023
|
The Company will take necessary steps to
upload the same.
|
|
The Company has not filed Form MGT-14 for the resolutions passed
by the Board of Directors under Section 179 of the Companies Act,
2013.
|
The Company will take necessary steps to
file the same.
|
19. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company does not fall under the class of Companies mentioned under Section 135 of the
Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the
Company has not spent any funds towards Corporate Social Responsibility.
20. VIGIL MECHANISM:
In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed
the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.
21. CORPORATE GOVERNANCE REPORT:
The compliance with the corporate governance provisions as prescribed under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is not applicable to the Company, as the Company's
shares are listed in BSE SME Exchange. Hence, the report on Corporate Governance is not provided.
22. CODE OF CONDUCT:
Declarations have been received from Directors and senior management officials affirming compliance
with the Code of Conduct by the Directors and senior management personnel of the Company for the
financial year 2023-24.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The transactions entered with the Related Parties were in the ordinary course of business and at arm's
length pricing basis and are disclosed in the notes on accounts forming part of financial statement. Form
AOC 2 is enclosed as Annexure 'B'.
24. RISK MANAGEMENT:
Your company has developed and implemented a Risk Management Policy which includes identification
of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the
Company.
25. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
There are no employees whose details are required to be furnished in terms of Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having regard
to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the
disclosure pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the
registered office of the company during working hours. Any member interested in obtaining such
information may write to the Company Secretary and the same will be furnished without any fee and
free of cost.
26. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company is taking utmost care of the Conservation of Energy. The Company has no activity in
relation to Technology absorption. The company has no foreign exchange outgo or inflow.
27. SECRETARIAL STANDARDS:
The Company has complied with the applicable secretarial standards viz., SS-1 on meetings of Board of
Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India as per
section 118 (10) of the Companies Act, 2013.
28. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALON WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:
Not Applicable
29. 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:
Not Applicable
30. POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company has formulated a policy for Prevention of Sexual Harassment of Women at workplace.
During the year under review, the Company has not received any complaints.
31. ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners /
associates, financial institutions and various regulatory authorities for their consistent support /
encouragement to the Company. Your Directors would also like to thank the Members for reposing their
confidence and faith in the Company and its Management.
By Order of the Board
For JETMAL SPICES AND MASALA LIMITED
Place: Chennai D SHANMUGAM ROOPAL SHREYANS LODHA
Date: 08.09.2024 Whole Time Director Director
DIN: 10299453 DIN: 08899339
|