C J Gelatine Products Ltd.
|BSE: 507515||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE557D01015|
|BSE LIVE 15:14 | 08 Nov||8.07||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
C J Gelatine Products Ltd. (CJGELATINE) - Director Report
Company director report
C.J.Gelatine products Limited
The Board of Directors hereby presents its 36th Director's Report on business &operations of your Company alongwith Audited Financial Statements for the financial yearended 31st March 2016.
FINANCIAL RESULTS & APPROPRIATION
("Rs. in Lacs")
Note: Figures of the year 2014-15 are regrouped or reclassified. .
1. STATE OF COMPANYS AFFAIR
During the year under review the Company recorded a total Revenue of Rs.2262.256/- Lacs& earned a PBIDT of Rs.179.551/- Lacs. There is a sound Increase in Revenues andProfits for the Company i.e. 26% Increase in Revenues and 138% Increase in Profit beforeTaxes. Due to the Low Availability of Raw material Maintenance at Factory Premises andsteady Increase in Prices of Raw material the Production of Finished Goods has notachieved which management has planned and budgeted. However on a Brighter Note there hasbeen an Increase in realization price of Finished Goods. In the Field of Gelatinemanufacturers Our Company is taking big strides to improve op quality of the productand. once we achieve the volume and Finance required we will be in a great position torecollect profits.
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its activities and therefore do not propose any dividend forthe Financial Year ended 31st March 2016.
3. FIXED DEPOSITS
The Company has not accepted any Fixed Deposit during the year nor are there anyoutstanding deposits which are due for repayment.
4. LISTING OF SHARES
The equity shares of the Company are listed on the Stock Exchange at Mumbai and theCompany has paid Annual Listing Fees for the year 2016-17.
5. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2016 was Rs. 48133000/- dividedinto 4813300 shares of Rs.. 10/- each. During the year under review the Company has notissued shares with differential voting rights nor granted stock options nor sweat equity.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans Guarantees and Investments covered under Section 186 of the- Companies Act 2013forms part of the Notes to the Financial Statements provided in this Annual Report.
7. SUBSIDIARIES/JOINT VENTURE/ ASSOCIATES
During the year under review .
1. There were no such companies which have become Subsidiaries/ Joint Venture/Associate Companies.
2. There was no Company which has ceased to be Subsidiaries/ Joint Venture/ AssociateCompanies.
Your Company has not have any Subsidiaries/Joint Venture/Associates company.
8. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)
During the Year under review the following changes occurred in the position ofDirectors/KMPs of the Company
The Board has placed on record its sincere appreciation for the invaluable contributionand guidance provided by Ms. Priyanka Saraf during "her tenure.
Pursuant to the provisions of Section 149 of The Companies Act 2013 Mr. Amarjot Singhwas appointed as Independent Director at the Annual General Meeting of the Company held on12th September 2015 for a period of 5 years. The terrps and conditions of appointment ofIndependent Director are as per Schedule IV of the Act. He has submitted a declarationthat he meets the criteria of Independence as provided in Section 149(6) of the Act andthere has been no change in the circumstances which may affect his status as IndependentDirector during the year. Further Pursuant to the provisions of Section 149 of TheCompanies Act 2013 Mrs. Jasneet Kaur was appointed as an Executive Woman Director at theAnnual General Meeting of the Company held on 12th September 2015. The terms andconditions of appointment of the Director are as per Schedule V of the Act. She hassubmitted a declaration that she meets the criteria of the Act and there has been nochange in the circumstances which may affect her status as Director during the year.
As per the provisions of The Companies Act 2013
Mr Sachiv Sahni Managing Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible seeks reappointment The Board recommends hisre-appointment.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulation 2015 a structured questionnaire was preparedafter taking into consideration of the various aspects of the Board & its Committeesexecution and performance of specific roles duties obligations and governance.
The performance evaluation of Committees Executive Directors NonExecutive Directorsand Independent Directors was completed. -The Performance evaluation of the ChairmanNon-Executive Directors & Board as a whole was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluation processDirectors of the Company has carried their own performance evaluation too known as"Self Assessment"
10. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION
The Nomination and Remuneration Committee of Board of Directors of the Company leadsthe process for appointment of Directors and Key Managerial Personnel and SeniorManagement personnel in accordance with the requirements of the Companies Act 2013 SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicablelaws.
Nomination & Remuneration Policy is available on the website of the Company athttp://www.cjgelatineproducts.com.
11. RISK MANAGEMENT
In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor & take precautionary measuresin respect of the events that may pose risks for the business. The Board & AuditCommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis by keeping Risk ManagementReport before the Board & Audit Committee periodically.
12. RELATED PARTY TRANSACTION
During the year under review Company has not entered under any related partytransactions. A Policy on Related Party Transactions as approved by the Board is availableon the Company's website at http:/ /www.cjgelatineproducts.com.
13. AUDITORS' REPORT
'The Auditors Report is self explanatory and does not contain any qualificationreservation or adverse remark on the financial statements for the year ended 31st March2016 and the points raised by the Statutory Auditor in their report are self explanatoryand covered in the notes on the Accounts. The Auditor's Report is enclosed with theFinancial Statements in this Annual Report.
A Secretarial Audit Report given by the Secretarial Auditors in Form No MR-3 is annexedwith this Report as ANNEXURE - A. There are no qualifications reservations or adverseremarks made by Secretarial Auditors in their Report.
14. AUDITORS STATUTORY AUDITOR
M/s R.Kini and Associates Chartered Accountants Vadodara Auditors of the companyretire at the ensuing Annual General Meeting. Mr. R. Kini has given in writing his consentfor the re-appointment as statutory auditor for the F.Y. 2016-17. The Certificate from theAuditor have been received to the effect that his ReAppointment If made would be withinthe prescribed Limit under Section 141 (3)(g) of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed there under M/s M.M Chawla & Associates were appointed asthe Secretarial Auditors of the Company to carry out the secretarial audit for the yearending 31st March 2016.
The Company has appointed Internal Auditor as mandated by the provisions of theCompanies Act 2013. M/S SPARK & Associates Chartered Accountant Bhopal has beenAppointed as Internal Auditor of the Company from the year 201516 to evaluate the InternalControls and Financial Reporting.
Further the recommendations and suggestions given by the Internal Auditor are acceptedby the Audit committee and further recommended to the Board of Directors of the Company.
In the opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company.
15. NUMBER OF MEEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year2015-16 forms part of the Corporate Governance Report.
16. AUDIT COMMITTEE
The detils pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of CSR are not applicable to the company.
18. DISCLOSURE REQUIREMENTS
Corporate Governance Report and Management Discussion and Analysis form part of thisAnnuar Report for the year ended 31st March 2016.
The Company has a whistle blower policy/ vigil mechanism to report genuine concerns orgrievances. The Whistle Blower Policy/ vigil mechanism has been posted on the website ofthe Company i.e. www.cjgelatineproducts.com.
The Board has laid down a code of conduct for Board members & SeniorManagement Personnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 & has been posted on the website of theCompany at www.cjgelatineproducts.com.
All the Board members & Senior Management Personnel have affirmed compliance withthe said code of conduct for the year ended on 31st March 2016.
A declaration to this effect signed by the CEO form part of this Annual Report.
The Board has adopted the Insider Trading Policy in accordance with the requirements ofthe SEBI (Prohibition of Insider Trading) Regulations 2015.The Insider trading Policy ofthe Company covering code of practices and procedures for fair disclosure of UnpublishedPrice Sensitive Information and Code of Conduct for the prevention of Insider Trading hasbeen posted on the website of the Company at www.cjgelatineproducts.com.
All the Board members & KMPs have affirmed compliance with the said code of conductfor the year ended on 31st March 2016. '
19. LISTING AGREEMENT
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom December 1 2015. Accordingly all listed entities were required to enter into theListing Agreement within 6 months from the effective date. The Company has entered intoListing Agreement with BSE Limited during February 2016.
20. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has put in place an adequate system of Internal Financial Controlcommensurate with the size and nature of business which helps in ensuring the orderly andefficient conduct of its business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding of assets of the Company prevention & detection of frauds accuracy& completeness of accounting records and ensuring compliance with corporate policies.
The Audit Committee reviews adherence to internal control systems and internal auditreports.
21. PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the Annexure - B to thisreport.
22. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
In compliance with Section 134 of The Companies Act 2013 read with The Companies(Disclosure of Particulars in the report of Board of directors) Rules 1988 a statementgiving information regarding Energy Conservation Technology Absorption and ForeignExchange earnings and out go is given in Annexure - C forming part of this Annual Report.
23. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 and rules made thereunder theDirectors confirm that:
1. In the preparation of annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures.
2. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period.
3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
4. -The Directors had prepared the annual accounts on a going concern basis.
5. The Company has established internal financial controls and the said controls areadequate and are operating effectively.
6. A proper compliance system is established to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
24. DEMATERIALISATION AND ELECTRONIC REGISTRAR
The equity shares of your Company are available for dematerialization with both NSDLand CDSL under ISIN INE557D01015. As on 31st March 2016 84.30%% equity shares are indemate form and remaining 15.70% equity shares are in physical form.
Our registrar for electronic connectivity with the National Securities DepositoryLimited (NSDL) and Central Depository Services Limited (CDSL) is M/s Adroit CorporateServices Pvt. Ltd. Mumbai.
25. HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION
Human Resource plays vital role in your company. If finance is the blood of anyorganization then Human Resource is not less than pulse which keeps running production bytheir hard work day and night. Your company has performance management process to motivatepeople to give their best output and encourages innovation and meritocracy. Board placeson record their appreciation and sincere thanks towards their contribution to theCompany's performance during the year. The Board is pleased to inform you that Industrialrelations have continuously been cordial at all levels throughout the year.
26. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this report as Annexure - D andforms an integral part of this report.
The Board takes this opportunity to express its sincere appreciation for the excellentsupport and cooperation received from company's bankers investors customers suppliersstatutory authorities for their consistent support to the Company.
The Directors also sincerely acknowledge the outstanding support and services of theworkers staff and executives of the Company which have together contributed to theefficient operations and management of the Company.