To,
The Members,
Jattashankar Industries Limited
The Directors of your Company have pleasure in presenting their 37th Annual Report
together with Audited accounts of the Company for the year ended March 31, 2025.
Financial Results
The Company's financial performance for the year under review along with previous
year's figures are given hereunder:
Particulars |
Year ended 31st March, 2025 (Rs in Lakhs) |
Year ended 31st March, 2024 (Rs in Lakhs) |
| Revenue from Operation |
817.07 |
1631.32 |
| Other Income |
140.06 |
90.76 |
| Profit Before Exceptional and Extraordinary Items and Tax |
-5.20 |
91.06 |
| Exceptional Item |
-110.91 |
367.42 |
| Profit Before Tax |
-116.11 |
458.48 |
| Taxes |
2.79 |
76.19 |
| Profit After Tax |
-118.90 |
382.29 |
| Brought forward profit /(losses) |
1103.96 |
721.67 |
| Carried forward profit |
985.06 |
1103.96 |
Review of Operations
During the year under review, The Company's turnover for the Financial Year 2024-25 is
Rs. 817.07 Lacs as against Rs. 1,631.32 Lacs in the previous year due to discontinuance of
operation on sale of plant and machineries. Accordingly for Financial year 2024-25 company
has incurred Net Loss of Rs. 118.90 Lacs due to Exceptional Loss Of Rs 110.91 Lacs as
against the Net profit of Rs. 382.29 Lacs due to Exceptional Gain of Rs. 303.04 (net of
Tax) in the previous year.
Dividend
The Board considering the need to conserve capital to fund the expansion activities as
well as to augment working capital requirements do not recommend any dividend for the
financial year ended March 31, 2025.
Transfer to Reserves and Surplus:
During the year under review, the Company has not proposed to transfer any amount to
the reserves.
Share Capital
There was no change in the Company's share capital during the year under review. The
Company's paid-up equity share capital as on March 31, 2025 remained at Rs. 43,871,000/-
comprising of 4,387,100 equity shares of Rs. 10/- each.
The Company has not bought back any securities or issued any Sweat Equity shares or
bonus shares or provided any stock option scheme to employees during the year under
review.
Change in the Nature of Business:
There is no change in nature of business of the Company during the Financial Year under
review.
Annual Listing Fees of the Company
The Shares of your Company are listed on Platform of “BSE Limited”. The
annual Listing Fees for the Year 2025-26 has been paid to the exchange.
DIRECTORS OR KEY MANAGERIAL PERSONNEL:
Directors
The Board in conjunction with its committees ensures transparency, responsibility, and
accountability with an aim to create long-term sustainable growth. All Directors are
astute professionals coming from varied backgrounds possessing rich experience and
expertise. The Board of Directors (the Board) holds a fiduciary position to promote the
success of the Company for the benefit of its members. They are entrusted to direct,
monitor and guide the Management towards building of such goals and objectives that
guarantees effectiveness and enhancement of shareholder value and fulfils their
aspirations.
Change in constitution of Board of Directors
Mrs. Ruchika Kabra (DIN: 10713074) was appointed as an additional director designated
as Non-Executive & Independent Director on the Board of the Company on August 20, 2024
and regularize in 36th Annual General meeting on September 20, 2024 for a period of five
consecutive years in terms of the provisions of Section 149 of the Act.
Mrs. Mayuri suresh asawa (DIN: 10723949) was appointed as an additional director
designated as NonExecutive & Independent Director on the Board of the Company on
August 20, 2024 and regularize in 36th Annual General meeting on September 20, 2024 for a
period of five consecutive years in terms of the provisions of Section 149 of the Act.
Mr. Sandeepkumar Bhawanishankar Modi (DIN: 02420276), was appointed as Independent
Director of the Company by the Members in terms of the provisions of Section 149 of the
Act and Regulations 17 and 25 of SEBI Listing Regulations. Accordingly, his second term of
five years as Independent Director of the Company is expired on 20.09.2024.
Mr. Udit Sanatkumar Master (DIN: 02424071), was appointed as Independent Director of
the Company by the Members in terms of the provisions of Section 149 of the Act and
Regulations 17 and 25 of SEBI Listing Regulations. Accordingly, his second term of five
years as Independent Director of the Company is expired on 20.09.2024.
Changes in Directors and Key Managerial Personnel
Name of Director |
Designation |
Date of Appointment |
DIN/PAN |
Resignation |
| Jattashankar Poddar |
Managing Director |
01/10/2014 |
00335747 |
- |
| Sharad Poddar |
Director |
01/10/2014 |
00335806 |
- |
| Udit Sanatkumar Master |
Independent Director |
02/09/2002 |
02424071 |
20/09/2024 |
| Sandeepkumar Modi |
Independent Director |
31/05/2001 |
02420276 |
20/09/2024 |
| Richa Sushil Choudhary |
Independent Director |
09/08/2021 |
07218765 |
- |
| Ankur Sharad Poddar |
Director and CFO |
25/03/2017 |
03102299 |
- |
| Mrs. Ruchika Kabra |
Independent Director |
20/08/2024 |
10713074 |
|
| Mrs. Mayuri suresh asawa |
Independent Director |
20/08/2024 |
10723949 |
|
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ankur
Sharad Poddar (DIN: 03102299), Director shall retire by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for re-appointment as a Director
of the Company.
The Board recommends his re-appointment for the consideration of the members of the
Company at the ensuing Annual General Meeting.
Number of Meetings of the Board
During the year Seven Board Meetings were convened and held. The details are given
below. The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013.
Sr. No. |
Date of Board Meeting |
Total Strength of the Board |
No. of Directors Present |
| 1. |
16th May 2024 |
6 |
6 |
| 2. |
30th May 2024 |
6 |
6 |
| 3. |
20th July 2024 |
6 |
6 |
| 4. |
13th August 2024 |
6 |
6 |
| 5. |
20th August 2024 |
8 |
8 |
| 6. |
14th November 2024 |
6 |
6 |
| 7. |
07th February 2025 |
6 |
6 |
Key Managerial Personnel
Mr. Jattashankar Poddar, Managing Director, Mr. Ankur Poddar, Chief Financial Officer
and Mrs. Varsha Maheshwari, Company Secretary are the key managerial personnel of the
Company.
During the year under review, there was no change in Key Managerial Personnel of the
Company as prescribed under Section 203 of the Companies Act, 2013.
Declaration by Independent Directors
Your Company appointed Independent Directors who are renowned people having
expertise/experience in their respective field/profession. In compliance with Section
149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations, all
Independent Directors have given a declaration that they meet the criteria of independence
as provided under law. None of the Independent Directors are promoters or related to
Promoters. The Non-executive Independent Directors have no pecuniary relationship or
transactions with the Company in their personal capacity except for sitting fees drawn by
them for attending the meeting of the Board and Committee(s) thereof and further do not
hold two percent or more of the total voting power of the Company.
The Declarations required under Section 149(7) of the Companies Act, 2013 from the
Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013, was duly
received by the Company
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the
Board has carried out an annual performance evaluation, in the specified manner, of its
own performance, the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration, Stakeholder Relationship Committee and
Compliance Committees.
Committees of the board Audit Committee
The Audit Committee which acts as a link between the management, external and internal
auditors and the Board of Directors of the Company is responsible for overseeing the
Company's financial reporting process by providing direction to audit function and
monitoring the scope and quality of internal and statutory audits.
The composition of the Committee is in compliance with the provisions of Section 177 of
the Companies Act, 2013 and Regulation 18 SEBI (LODR) Regulations, 2015. The Chairperson
of the Committee is a NonExecutive Independent Director.
Composition of Audit Committee of the Company
Sr No. |
Name of the Director |
Category |
Designation |
1 |
Mr. Udit S Master (upto 20.09.2024) |
Non-Executive - Independent Director |
Chairman |
| 2 |
Mr. Sandeep Kumar Modi (upto 20.09.2024) |
Non-Executive - Independent Director |
Member |
| 3 |
Mr. Jattashankar Poddar |
Executive Director |
Member* |
| 4 |
Ms. Richa Sushil Choudhary (From 21.09.2024) |
Non-Executive - Independent Director |
Chairman * |
| 5 |
CS Ruchika Kabra (From 21.09.2024) |
Non-Executive - Independent Director |
Member * |
*Note:- Above reconstituted the Committees of the Board with the members, with effect
from September 21,2024
The Committee members meet regularly and make their recommendations in accordance with
the terms of reference specified by the Board. Such recommendations are thoroughly
discussed in Board meetings and by and large accepted for implementation.
Audit Committee Meetings held and Attendance of Directors during the Year 2024-25
Sr. No. |
Date of Meeting |
Total No of Directors |
Total no of Directors Present |
| 01. |
30th May 2024 |
3 |
3 |
| 02. |
13th August 2024 |
3 |
3 |
| 03 |
14th November 2024 |
3 |
3 |
| 04. |
07th February 2025 |
3 |
3 |
The Audit Committee acts in accordance with the broad terms of reference specified by
the Board of Directors in adherence to Section 177 of the Companies Act, 2013 (the
‘Act'). The scope of activities of the Audit Committee includes the areas laid out in
Section 177 of the Act and Part C of Schedule II of SEBI (LODR) Regulations, 2015
Nomination & Remuneration Committee
The composition of the Committee is in compliance with the provisions of Section 178 of
the Companies Act, 2013 and Regulation 19 of the of the SEBI (LODR) Regulations, 2015. The
Chairperson of the Committee is a Non-Executive Independent Director.
Composition of Nomination & Remuneration Committee of the Company
Sr. No. |
Name of the Director |
Category |
Designation |
| 01. |
Ms. Richa Sushil Choudhary |
Non-Executive - Independent Director |
Chairman (upto20.09.2024) Member* (w.e.f. 21.09.2024) |
| 02. |
Mr. Sandeep Kumar Modi (upto 20.09.2024) |
Non-Executive - Independent Director |
Member |
| 03. |
Mr. Udit S Master (upto 20.09.2024) |
Non-Executive - Independent Director |
Member |
| 04. |
Mayuri Suresh Asawa (From 21.09.2024) |
Non-Executive - Independent Director |
Member* |
| 05. |
CS Ruchika Kabra (From 21.09.2024) |
Non-Executive - Independent Director |
Chairman * |
*Note: - Above reconstituted the Committees of the Board with the members, with effect
from September 21, 2024
The role of NRC includes the areas laid out in Section 178 of the Act and Part D of
Schedule II of the SEBI (LODR) Regulations, 2015. The Board of Directors on recommendation
of the NRC has adopted a policy for evaluation of the Board, its committees. Nomination
& Remuneration Policy has been framed, adopted and implemented by the Nomination and
Remuneration Committee, with broad objectives, for determining and recommending the
remuneration of the Directors, KMP and Senior Management to the Board.
Sr. No. |
Date of Meeting |
Total No of Directors |
Total no of Directors Present |
| 01. |
30th May, 2024 |
3 |
3 |
| 02. |
20th August, 2024 |
3 |
3 |
Stakeholders Relationship Committee
The composition of the Committee is in compliance with the provisions of Section 178 of
the Companies Act, 2013 and Regulation 20 SEBI (LODR) Regulations, 2015. The Chairman of
the Committee is a NonExecutive Independent Director. During the year, The Company had
received complaints and all Complaints had been Resolved.
Composition of Stakeholder's Relationship Committee of the Company:
Sr. No. |
Name of the Director |
Category |
Designation |
| 01. |
Ms. Richa Sushil Choudhary |
Non-Executive - Independent Director |
Chairman (upto20.09.2024) |
|
|
|
Member* (w.e.f. 21.09.2024) |
| 02. |
Mr. Udit S Master (upto 20.09.2024) |
Non-Executive - Independent Director |
Member |
| 03. |
Mr. Jattashankar Poddar |
Executive Director |
Member |
| 04. |
Ms. Mayuri Suresh Asawa (from 21.09. 2024) |
Non-Executive - Independent Director |
Chairman |
*Note: - Above reconstituted the Committees of the Board with the members, with effect
from September 21,2024
Stakeholder's Relationship Committee Meetings held and Attendance of Directors during
the Year 2024-25:
Sr. No. |
Date of Meeting |
Total No of Directors |
Total no of Directors Present |
| 01. |
30th May, 2024 |
3 |
3 |
| 02. |
13th August, 2024 |
3 |
3 |
| 03 |
14th November, 2024 |
3 |
3 |
| 04. |
07th February, 2025 |
3 |
3 |
Independent Directors Meeting
During the year under review, the Independent Directors met on 15th March, 2025
inter-alia, to discuss:
> Evaluation of the performance of Non independent Directors & the Board of
Directors as whole;
> Evaluation of the performance of the Chairman of the Company, taking into account
the views of the executive and non-executive directors.
> 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 &
reasonably perform its duties.
The Independent Directors discussed, analysed and reviewed the open offer given by
Acquirers pursuant to Public Announcement dated 20th December, 2024, Detailed Public
Statement published on 30th December, 2024 and Letter of Offer dated 04th March, 2025
Performance Evaluation
Formal Annual evaluation has been made by the Board of its own Performance and that of
its Committees & Individual Directors during the meeting of Board of Directors and by
common discussion with concerned persons.
Vigil Mechanism
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with
Regulation 22 of the Listing Regulations, the Company had adopted ‘Vigil Mechanism
Policy' for Directors, Employees, and other Stakeholders of the Company to report concerns
about unethical behaviour. The policy provides a mechanism, which ensures adequate
safeguards to Employees, Directors and other stakeholders from any victimisation on
raising concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, and so on.
The Vigil Mechanism policy is available on the website of the Company at www.jsil.in.
Annual Return
Pursuant to Section 92(3) read with section 134(3) (a) of the Act, a copy of the Annual
Return of the Company for the financial year under review prepared under Section 92(1) of
the Act read with Rule 11 of Companies (Management and Administration) Rules, 2014 in
prescribed Form No. MGT-7 will be placed on the website of the Company
https://www.jsil.in/ir-annual-return-and-extract-of-annual-return.php.
Auditors
M/s. K.K. Jhunjhunwala & Co., Chartered Accountants (Firm Registration No. 111852W)
were Reappointed as Statutory Auditors of the Company at the 34th AGM held on 22nd
September, 2022, to hold office till the conclusion of ensuing 39th AGM.
The Auditors have issued an unmodified opinion on the standalone Financial Statements
for the financial year ended 31st March, 2025. The said Auditors' Report(s) for the
financial year ended 31st March, 2025 on the financial statements of the Company forms
part of this Annual Report.
Auditors Report-
The Auditors' Report on the financial statements of the Company form a part of the
Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or
modified opinion in the Auditors' Report, which calls for any further comments or
explanations. The observation made in the Auditors Report read together with relevant
notes thereon are self-explanatory and hence, do not call for any further comments under
Section 134 of the Companies Act, 2013.
The Auditors have not reported any matter to the Company required to be disclosed under
Section 143(12) of the Companies Act, 2013.
INTERNAL AUDITOR & AUDITORS' REPORT
As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts)
Rules, 2014, the company has Appointed M/s Fogla Agarwal and Associates LLP, Chartered
Accountants, as Internal Auditor to conduct Internal Audit for the Financial Year 2025-
2026.The Company has received their consent for appointment
The Internal Audit Report is received by the Company and the same is reviewed and
approved by the Audit Committee and Board of Directors for the year 2024-2025. All the
observations made by the Internal Auditors have been attended to.
The Audit Committee reviews internal audit report and internal control measures at its
quarterly meetings. Company's internal controls are commensurate with the size and
operations of the business. Continuous internal monitoring mechanism ensures timely
identification and redressal of issues.
Secretarial Audit and Audit Report
The Board of Directors of the Company, based on the recommendation made by the Audit
Committee, and subject to the approval of the shareholders of the Company at the ensuing
AGM, have approved the appointment of Ms. Kala Agarwal, as the Secretarial Auditors of the
Company to conduct the secretarial audit for a period of five consecutive years from the
financial year 2025-26 to the financial year 2029-30, in terms of provisions of Regulation
24A of the Listing Regulations and provisions of Section 204(1) of the
Companies Act, 2013. Ms. Kala Agarwal has given consent and confirmed that she is not
disqualified from being appointed as the Secretarial Auditor of the Company and satisfies
the eligibility criteria.
The Secretarial Audit report submitted by them for the financial year 2024-25 in the
prescribed form MR3 pursuant to the provisions of Section 204 of the Act received from Ms.
Kala Agarwal is provided in Annexure IV forming part of this report. The Secretarial
Auditors' Report for the financial year 2024- 25 does not contain any qualification,
reservation or adverse remarks and the same is self-explanatory.
Deposits
The Company has not accepted any deposits from public falling within the ambit of
section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits)
Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies
(Accounts) Rules, 2014.
Borrowings
The company has not defaulted in payment of interest and/or repayment of loan to any of
the financial institutions and/or bank.
Compliance of Secretarial Standards
During the financial year under review, the Company has complied with the applicable
provisions of the Secretarial Standard-1 and Secretarial Standard-2 relating to
‘Meetings of the Board of Directors' and ‘General Meetings', respectively issued
by the Institute of Company Secretaries of India (‘ICSI') and approved by the Central
Government under Section 118 (10) of the Act.
Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided
Under Section 186 of the Act
There were no loans, guarantees and investments made by the company under Section 186
of the Companies Act, 2013 during the year under review.
Business responsibility and sustainability report (brsr):
The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not
applicable to the Company for the financial year ended on 31st March, 2025.
Subsidiary / Joint Venture / Associate Companies
As on March 31, 2025, your Company does not have any Subsidiary / Joint Venture
/ Associate Companies
Details of Fraud
During the year under review, the auditors i.e. statutory auditors and secretarial
auditors have not reported any matter under section 143(12) of the Act, and therefore, no
details are required to be disclosed under section 134(3) (ca) of the Act.
Contracts or Arrangements Made with Related Parties Under Section 188(1) Of the Act
All the transactions with related parties during the year were on arm's length basis
and in the ordinary course of the business. Related party transactions entered into by the
Company during the year were approved by the audit committee and the Board from time to
time and are disclosed in the notes to accounts of the financial statements forming part
of this Annual Report. The Company has also obtained approval of the shareholders for
related party transactions which are material in nature irrespective of the fact that they
are on arm's length basis and in the ordinary course of the business. The details of
materially significant related party transactions entered into by the Company are
disclosed in Form AOC- 2 pursuant to Section 134(3) of the Act and enclosed as Annexure -V
to this report.
All transactions with related parties are in accordance with the RPT Policy. The policy
on materiality of related party transactions and dealing with related party transactions
(“RPT Policy”) formulated by the Board can be accessed at https://www.jsil.in/
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.
Significant and Material Orders passed by The Regulators or Courts
There is no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Expenditure
As required Under Section 134(3) (m) of the Companies Act, 2013 read with the Companies
(Disclosure of particulars in the report of the Board of Directors) Rules, 88 and Rule 8
(3) of Companies (Accounts) Rules, 14 and forming part of the report of the Directors. Annexure-I
Particulars of Employees
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 is annexed to this Report as Annexure-III.
The information required under section 197 of Companies act 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of this
Annual Report. However, this information is not sent along with this report pursuant to
provision of section 136 of the Act. Any shareholder interested in obtaining a copy of the
same may write to the Company at iattashankarind@vahoo.com from their registered e-mail
address.
Obligation of Company under the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9 th December, 2013. Company has adopted a policy for prevention of
Sexual Harassment of Women at workplace and has set up committee for implementation of
said policy. During the year Company has not received any complaint of harassment.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2024-2025.
| Number of complaints filed during the financial year |
0 |
| Number of complaints disposed of during the financial year |
0 |
| Number of cases pending for more than ninety days during the financial
year |
0 |
| Number of complaints pending as at the end of the financial year |
0 |
Disclosure with Respect to the Compliance of The Provisions Relating to The Maternity
Benefit Act, 1961
The Company has complied with the applicable provisions of the Maternity Benefit Act,
1961, including the grant of maternity leave, work-from-home options where applicable, and
provision of creche facilities as required. The Company remains committed to ensuring a
safe and supportive work environment for its women employees.
Familiarization Programme for Independent Directors
Independent Directors are familiarized with their roles, rights and responsibilities in
the Company as well as with the nature of industry and business model of the Company
through induction programmers at the time of their appointment as Directors and through
presentations on economy & industry overview, key regulatory developments, strategy
and performance which are made to the Directors from time to time.
Transfer of Amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to investor Education and
Protection Fund as on 31st March, 2025.
Corporate Social Responsibility Initiatives
The criteria prescribed for the applicability of Corporate Social Responsibility under
Section 135 of the Companies Act, 2013 is not applicable to the Company.
Industrial Relations
The relations between the employees and the Management have remained cordial and
harmonious during the year under review.
Risk Management Policy:
The Company has constituted the Risk Management Ploicy and laid down a framework to
inform the Board about the particulars of Risks Identification, Assessment and
Minimization Procedures. In the opinion of the Board, there is no such risk, which may
threaten the existence of the Company.
During the year, such controls were tested and no material discrepancy or weakness in
the Company's internal controls over financial reporting was observed.
Proper Risk Management Practices have been followed for the purpose of risk
identification, analysis, and mitigation planning, monitoring, and reporting. Although,
all risks cannot be eliminated, but mitigation and contingency plans are developed to
lessen their impact if they occur.
The Board of Directors informs the Members that with effect from 21st September, 2025,
the Risk Management Committee was dissolved at the time of reconstitution of Committees.
In light of recent changes in the composition of the Board and with a view to
streamline governance processes, the Board reviewed the functioning and necessity of
various Committees. Considering the overall structure, scale of operations and reporting
framework of the Company, it was resolved that maintaining a separate Risk Management
Committee was not essential.
Accordingly, the functions and responsibilities relating to risk management have been
reallocated to the Audit Committee, which has been entrusted to monitor, evaluate and
oversee the Company's risk management framework and internal control systems. This ensures
that risk oversight continues to receive adequate focus at the Board level while avoiding
duplication of roles across Committees.
The Board confirms that the Company continues to follow robust risk management
practices, and all material risks - including financial, operational, strategic and
compliance-related risks - are periodically reviewed by the Audit Committee and reported
to the Board for appropriate action.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the Listing regulations, the
Management's discussion and analysis report is annexed to the Annual report. (Annexure
-II)
Corporate Governance
In accordance with Regulation 15 of the SEBI(LODR), Regulations, 2015 the Corporate
Governance provisions are not applicable to your Company as the Paid-up Equity Share
Capital of the Company is not exceeding Rs. 10 Crores and Net Worth of the Company is not
exceeding Rs. 25 Crores as on the last day of previous financial year. Accordigly
Corporate Governance Report, Certification from Practicing Company Secretary and
Certification from CEO/CFO are not given in Annual Report.
Internal Financial Control Systems and their Adequacy
The Company has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business including adherence to the company's policies, safeguarding its
assets, the prevention on detection of frauds and errors, the accuracy and completeness of
the accounting records and the timely preparation of reliable financial disclosures.
The systems and operations are regularly reviewed by audit committee to ensure and
review their effectiveness and implementation. The audit committee also issues directives
for enhancement in scope and coverage of specific areas, wherever felt necessary.
The Details of Application Made or any Proceeding Pending under the Insolvency and
Bankruptcy Code, 2016 (31 Of 2016) during the year alongwith their status as at the end of
the financial year: -
There was no application made or no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year.
The 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.
During the Financial Year under review, there has been no incident of one-time
settlement for loan taken from the banks of financial institutions and hence not being
commented upon.
Share Purchase Agreement
Promoters and members of promoter group of the Company had entered into a share
purchase agreement dated December 20, 2024 (“SPA”) with Mr. Tarunkumar
Gunvantlal Patel, Mr. Vedant Tarunbhai Patel, Mr. Vishal Prakashbhai Ashara Mr. Khudai
Keval Jayanti, Mr. Nileshbhai Bhagvanji Bapodara (Acquirers) for sale of 31,82,900 equity
shares of the Company held by them, each having a face value of Re.10/-, representing
72.55% of the paid-up equity share capital of the Company (“Sale Shares”), to
acquirer at a price of Rs. 60/- per Sale Share (“Transaction”).
As a result of the above Transaction, Acquirers had given an open offer to the public
shareholders of the Company for up to 11,40,646 equity shares, constituting 26.00% of the
equity Share Capital, at a price of Rs. 60 per equity share (“Open Offer”) in
accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(“SEBI (SAST) Regulations”).
In this regard, Observations from SEBI received vide letter no. SEBI/HO/CFD/CFD-RAC-
DCR2/P/ OW/2025/06512/1 dated February 28, 2025.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) & 134 (5) of the Companies Act, 2013, with respect to
Directors' Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards have been followed and there are no material
departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of
the Company for the year ended on that date;
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 have prepared the annual accounts for the financial year ended 31st
March 2025 on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Acknowledgement
Your directors would like to express their appreciation for the assistance and
co-operation received from the Financial Institutions, Banks, Government authorities,
customers, vendors, and members during the year under review. Your directors also wish to
place on record their deep sense of appreciation for the committed services by the
Company's executives, staff, and workers.
| Place: Mumbai |
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| Date: 30/05/2025 |
By Oder of the Board |
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For Jattashankar Industries Limited |
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Sd/- |
Sd/- |
|
Jattashankar Poddar |
Sharad Poddar |
|
Managing Director |
Director |
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DIN: 00335747 |
DIN: 00335806 |
