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:
(Rs. In Lakhs)
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 reappointment 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 subsection (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 couldn't identify suitable
candidate, hence the delay in appointment of company secretary cum compliance officer. |
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 has not filed the Annual
Report in xbrl with the Stock |
The Company will take necessary steps to |
Exchange for the year ended 31.03.2023 |
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 delay was due to inadvertence and not
intentional. The Company will ensure that the filing is submitted within the due date. |
The Reconciliation of Share Capital audit
report for the quarter ended 30.06.2023 is submitted belatedly on 02.08.2023. |
|
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.
|