The Directors have pleasure in presenting the 33rd Annual Report
together with the Audited Statement of accounts of the Company for the
financial year ended March 31, 2015.
FINANCIAL HIGHLIGHTS
(Amount in Rs.)
Financial year Financial year
ended March 31, ended March 31,
2015 2014
Total Revenue 6284260 57625346
Profit Before tax and
before prior period 20473 147944
items
Less: Prior Period Items 6173 0
-Profit/(Loss) after
prior period items 14300 147944
Less: Tax Expenses (710347) 27370
Profit /(Loss) after Tax 724647 120574
Reserve and surplus 1292722 568075
ECONOMIC SCENARIO
After liberalization of the economy in 1992, the Government of India
has been quite supportive of industry in general, taking many steps
over the years for the conducive growth of business. These measures
favoring economic growth, are being continuously taken by the Indian
Government, irrespective of the change in power. The Government of
India is endeavoring to achieve GDP growth of more than 7% in the next
10 years. It is quite possible that plastics could grow at 14%, based
on historical performance.
After a rapid change in the Indian Market during the financial year
2014-15, there was introduction of Newly elected government at the
centre and due to change spreading the positive sentiments in the
market regarding the new era and related to the various industries. The
new government has ushered a new hope and development and vision to
create a robust economy for India.
FUTURE OUTLOOK
The outlook of the economic growth across the globe with positive
vibrations will fuel a growth and demand recovery. At the present
moment there is a lull in the market and the management is looking
forward for changing situation in the global market. While optimism
rears for new vigour and thrust like emphasis on color ways and new
designs, it is expected these changes will bring in positive response
from the overseas buyers and will trigger growth and profitability in
due course of time.
DIVIDENDS
The management believes that the profits earned during the financial
year must be retained and redeployed for the operations of the Company.
As the Company needs further funds to enhance its business operations,
upgrade the efficiency and to meet out the deficiencies in working
capital, the Directors do not recommend any dividend on Equity Shares
for the financial year 2014-15.
OPERATIONS
The Revenue from operation during the year under review was Rs.
6,284,260 /- as against Rs. 57,625,346/- in the previous year. The
Profit after tax was Rs. 724247 during the year under review as against
the Rs. 120574 in the previous financial year. The decline in the
profit after tax has been due to exceptional loses during the current
financial year
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs. 6.67
crores. During the year under review the company has not issued any
shares or any convertible instruments.
RESERVES
The Company has not transferred any sum to Reserve for the financial
year ended on 31st March, 2015.
MATERIAL CHANGES AND COMMITMENTS
There was no change in the nature of the business of the Company and
there were no material changes and commitment affecting the financial
position of the Company occurring between March 31, 2015 and the date
of this report.
CONSOLIDATED ACCOUNTS
The consolidated financial statements of the Company are prepared in
accordance with provisions of the Companies Act 2013, and relevant
Accounting Standards issued by the Institute of Chartered Accountants
of India and form part of this annual report.
MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013
As required by the Companies Act, 2013, your Company has constituted
following committees and their policies, namely:
S Nomination and Remuneration Committee & Policy y Reconstitute
Stakeholder Relationship Committee
- Insider Trading Policy.
S Risk Management/Performance Evaluation Committee And other committees
are required to constitute under Listing agreement and Companies Act,
2013 and other act applicable to the company.
Company is adopting new set of Articles of Association in line with new
Company law and rules framed there under.
All other changes as required by the Act have been in place and we
re-affirm our commitment to the highest level of Corporate Governance.
DEPOSITS
During the year under review the Company has not accepted any deposit
falling within the meaning of section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The Company has not given any loan or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required to be furnished under section 134 (3)(m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
relating to Conservation of Energy, Technology absorption and Foreign
Exchange earnings and outgo is annexed in Annexure A herewith and
forming part of this report.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all level.
CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All contracts/ arrangement/ transactions entered by the company during
the financial year with related parties were in the ordinary course of
business and on arm length basis. During the year, the company has not
entered into any contracts / arrangements/ transactions with related
parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. The
prescribed form AOC-2 is enclosed as Annexure-B and forms part of the
report.
DIRECTORS
Your board has a Non- Executive Chairman and the number of Independent
Directors is one third of the total strength of Directors. The
composition of the board is in conformity of Clause 49 of the Listing
Agreement.
Your board of directors consist of the following Three directors:
1. Mr. Braj Mohan (Chairman, Independent Director);
2. Mr. Kishore Saxena ( Non Executive Independent) and;
3. Mr. Shyam Mohan Mittal ( Managing Director)
4. Ms. Ayushi Agarwal ( Non Executive Director)
At the Annual General Meeting of the company held on 30th September
2015, In accordance with the provisions of Companies Act, 2013.
Ms. Ayushi Agarwal was appointed as an Additional Director with effect
from 25th march 2015. She holds office up to the date of the
forthcoming Annual General Meeting. The Company has received from her
the requisite notice in writing signifying her candidature for the
Independent Director and appointed as an independent director by the
Shareholders at the 33rd Annual General Meeting held on 30th September
2015.
Mr. Shyam Mittal Mohan Managing director is the Key Managerial
Personnel of the Company as per the provisions of Sections 2(51) and
203 of the Companies Act 2013 read with the Companies (Appointment and
Remuneration of managerial Personnel)Rules, 2014.
There were no resignations by the Directors or Key managerial Personnel
During the Year.
Statement on Declaration given by the Independent Director
As required under Sections 149(7) of the Companies Act 2013, all the
Independent Directors have given their respective declarations that
they meet the criteria of Independence as specified in section 149(6)
of the companies Act 2013.
The details of training and familiarization programme and Annual Board
Evaluation process for Directors have been part of this report. The
policy on Director''s appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of
Director, and also remuneration for Key Managerial Personnel and other
employees also forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 the director state
that to the best of their knowledge and belief and according to the
information and explanations obtained by them:
a) That in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;.
b) That such accounting policies as mentioned in Notes to the Financial
Statements have been selected and applied consistently and judgment and
estimates have been made 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, 2015 and of the profit of the Company for the year ended on that
date;
c) That 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.
d) That the Directors have been prepared the annual financial statement
on a going concern basis.
e) That the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and operating effectively.
f) That 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.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company has constituted a Nomination and Remuneration Committee and
formulated the criteria for determining the qualification, positive
attributes and independence of a Director . The Nomination and
Remuneration Committee has recommended to the board a policy relating
to the remuneration for Directors, Key managerial Personnel and other
employees as required under Section 178(1) of the Companies Act 2013.
The Criteria inter alia includes a person to be appointed on the board
of the Company should possession in addition to the fundamental
attributes of Character and integrity, appropriate qualifications,
skill experience and knowledge in one or more fields of engineering,
banking management finance marketing and legal, proven track record,
etc.
As required under the provisions of Sections 197(14) of the Companies
Act 2013, the Executive Director of the Company confirm that they do
not receive any remuneration or commission from any subsidiary of the
Company.
BOARD EVALUATION
Pursuant to the provisions of companies Act, 2013, the Board has
carried out annual performance evaluation of its own performance, the
directors individually as well the evaluation of the working of its
Audit, Nomination & Remuneration and Stakeholder committee.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
MEETING OF BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year 6 (Six) Board Meetings and 4 (Four) Audit
Committee Meetings were convened and held. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013.
COMPOSTION OF AUDIT COMMITTEE
The company is having an audit committee comprising of the following
directors:
Name Designation
Kishore Saxena Chairman
Braj Mohan Singh Member
Shyam Mittal Mohan Member
NOMINATION AND REMUNERATION COMMITTEE
The company is having a Nomination and Remuneration Committee
comprising of the following directors:
Name Designation
Kishore Saxena Chairman
Braj Mohan Singh Member
Shyam Mittal Mohan Member
SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES
As on 31st March 2015, the Company has three Wholly Owned Subsidiary
namely:-
- Tanu Medico Limited incorporated on 05th December 2013
Tanu Medico Limited a wholly owned subsidiary of the company engaged in
import and export in all kinds of Pharmaceuticals, medicine and drugs,
it is the initial period of operation and it reported total revenue of
Rs. 8560 and profit after tax of Rs. (49,911) for the year under
review. During the year the company increase its Authorized share
capital of Rs. 10,00,000 to Rs. 50,00,000 and its paid up Equity share
capital is Rs. 50,00,000.
- Elopace Infrastructure Limited incorporated on 13th December 2013
Elopace Infrastructure Limited, a wholly owned step down subsidiary of
the company and is engaged as the constructer , contractor in real
estate business .For the year under review Elopace Infrastructure
limited recorded revenue of Rs. 10,200. During the year the company
increase its Authorized share capital of Rs. 10,00,000 to Rs. 20,00,000
and its paid up Equity share capital is Rs. 20,00,000.
- Yasmak Trade Infra Limited incorporated on 06th December 2013
Yasmak Trade Infra Limited a wholly owned step down subsidiary of the
company and the company did not undertake any business during the year
under review. A Marginal profit representing interest income was earned
during the year Consolidated Accounts of its subsidiaries for the year
under review has also been drawn in accordance with applicable
accounting Standards.
CONSOLIDATED FINANCIAL STATEMENT
As required under the Listing Agreements with the Stock Exchanges
Consolidated Financial Statements of the Company are attached. The
consolidated Financial statements have been prepared in accordance with
Accounting standard 21, Accounting standard 23 and Accounting standard
27 issued by The Institute of Chartered Accountants of India and the
provisions of the Listing Agreement with the stock Exchanges, forms
part of this Annual Report and showing the financial resources, assets,
liabilities, income, profits and other details of the Company and its
subsidiaries as a single entity, after elimination of minority
interest. The Auditor''s Report on the consolidated financial statement
is also attached. The same is unqualified.
COMPLIANCE WITH THE CODE OF CONDUCT
A declaration signed by the managing Director affirming the compliance
with the Companies Code of Conduct by the Director''s and senior
Management for the Financial Year 2014-15, as required under Clause 49
of the listing agreement form part of this Annual Report. The Board of
Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day
business operations of the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate 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 Directors and the designated employees have confirmed
compliance with the code.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
M/S Ritu Ashish Agarwal & Associates , Chartered Accountants performs
the duties of internal auditors of the company and their report is
reviewed by the audit committee from time to time. The Company has
adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets.
All the transactions are properly authorized, recorded and reported to
the Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the company. In each period whether productive or
non-productive, the Company continues to ensure proper and adequate
systems and procedures commensurate with its size and nature of its
business.
All internal Audit findings and control systems are periodically
reviewed by the Audit Committee of the Board of Director which provides
strategic guidance on Internal Control.
VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy. This policy is
explained in corporate governance report and also posted on the website
of company.
AUDITORS REPORTS/ SECRETARIAL AUDIT REPORTS:
M/S D KHURANA & COMPANY., CHARTERED ACCOUNTANTS (FRN 022696N), who have
been the appointed as a Statutory Auditors of the Company at the last
AGM but subject to the ratification by members at every consequent
Annual General Meeting. Therefore, ratification of appointment of
Statutory Auditors is being sought from the members of the Company at
the ensuing AGM.
SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed M/S NARESH GUPTA & ASSOCIATES,
COMPANY SECRETARY IN WHOLE TIME PRACTICE to undertake the Secretarial
Audit of the Company.
The Secretarial Audit Report is annexed herewith as Annexure C.
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH,
2015
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE D.
HUMAN RESOURCES
Your Company''s Human Resource agenda remained focused on reinforcing
the key thrust areas; being the employer of choice on campus, building
an inclusive culture and a strong talent pipeline, institutionalizing
mission critical capabilities in the organization, driving greater
employee engagement and continuing to focus on progressive employee
relation policies.. The management has always carried out systematic
appraisal of performance and imparted training at periodic intervals.
The company has always recognized talent and has judiciously followed
the principle of rewarding performance.
BUSINESS RISK MANAGEMENT
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In today''s challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the
Company are imperative. The common risks inter alia are: Regulations,
competition, Business risk, Technology obsolescence, Investments,
retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, legal risk.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
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 is as follows:
The company has one Executive Director and due to financial constraints
being faced by the company he has forgone remuneration.
Further, no sitting fees has been paid to any director during the year.
However as per the provisions of section 136 of the Companies Act,
2013, the report and accounts are being sent to all shareholders of the
Company excluding the aforesaid information. Any shareholder interested
in obtaining a copy of the particulars may write to the Company''s
Registered Office.
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company''s Shares are listed.
Other Disclosure
The Directors confirm that during the financial year under review:- -
No significant and material order has been passed against the company
by any Regulator of court or Tribunal Which will impact the going
concern status of the Company''s operations; - There was no issue of
Equity Shares with differential rights as to dividend, voting or
otherwise; there was no issue of shares (including Sweat Equity Shares)
to the employees of the Company under any scheme.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation of the
services rendered by the employees of the Company. They are grateful to
shareholders, bankers, depositors, customers and vendors of the company
for their continued valued support. The Directors look forward to a
bright future with confidence.
CAUTIONARY STATEMENT
The statements contained in the Board''s Report and Management
Discussion and Analysis contain certain statements relating to the
future and therefore are forward looking within the meaning of
applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in
actual results.
Date: 01.09.2015 for and on behalf of the
Board
Place: Delhi Jolly Plastic Industries Limited
Sd- Sd-
Shyam Mittal Mohan Kishore Saxena
(Managing director) (Director)
