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C J Gelatine Products Ltd.

BSE: 507515 Sector: Industrials
NSE: N.A. ISIN Code: INE557D01015
BSE LIVE 13:10 | 30 Nov 7.99 -0.42
(-4.99%)
OPEN

8.41

HIGH

8.41

LOW

7.99

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 8.41
PREVIOUS CLOSE 8.41
VOLUME 300
52-Week high 12.16
52-Week low 6.31
P/E
Mkt Cap.(Rs cr) 3.84
Buy Price 7.99
Buy Qty 500.00
Sell Price 8.83
Sell Qty 100.00
OPEN 8.41
CLOSE 8.41
VOLUME 300
52-Week high 12.16
52-Week low 6.31
P/E
Mkt Cap.(Rs cr) 3.84
Buy Price 7.99
Buy Qty 500.00
Sell Price 8.83
Sell Qty 100.00

C J Gelatine Products Ltd. (CJGELATINE) - Director Report

Company director report

To the Members

Your Directors present herewith the Thirty Fifth Annual Report and the AuditedStatements of Accounts of the Company for the financial year ended 31st March 2015.

FINANCIAL RESULTS 2014-15 (Rs. In Lacs) 2013-14 (Rs . In Lacs)
Sales & Other Income 1790.83 1496.3
Profit Before Interest Depreciatio n and Tax 127.48 50.51
Less: Interest 85.58 50.42
Depreciation 34.07 20.35
119.65 70.77
Profit Before Tax 7.83 (20.26)
Less: Provision For Tax 1.49 NIL
Profit / Loss For The Year 6.34 (20.26)
ADD: Balance Brought Forward (3.46) 16.80
Carried to Balance Sheet 2.89 (3.46)

During the year under review the Company recorded a total Revenue of Rs. 1790.83 Lacsand earned a PBIDT of Rs. 127.48 Lacs. There is a steady Increase in Revenues and Profitsfor the Company i.e. 19% Increase in Revenues and 28% Increase in Profit before Taxes. Dueto the Low Availability of Raw material Maintenance at Factory Premises and steadyIncrease in Prices of Raw material the Production of Finished Goods at the Factory has notachieved its optimum utilization Levels. However on a Brighter Note there has been anIncrease in realization price of Finished Goods. In the Field of Gelatine manufacturersOur Company is taking big strides to improve on quality of the product and once weachieve the volume and Finance required we will be in a great position to recollectprofits.

Energy Costs (i.e. Electricity Coal & Diesel) are large component for productionof the Finished Products. The Continuous need of Finance has staged a bid roadblock in themanufacturing of the Finished Product at Optimum Levels. Your Company is going to adoptvarious measures to raise Finances from Banks/NBFC to which in turn will help attainOptimum Levels of Production.

DIVIDEND

Your Directors do not propose any dividend for the financial year ended 31st March2015.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposit during the year nor are there anyoutstanding deposits which are due for repayment.

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 2015-16.

DIRECTORS OR KEY MANAGERIAL PERSONNEL:

As at 31st March 2015 your Board comprised of 6 Directors and the details regardingAppointment and Reappointment are mentioned in the Notice as well as a Brief stated hereinbelow:

Shri Jaspal Singh is liable to retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer for Reappointment under Section 152 of the Companies Act2013.

With the Notification of section 149 of the Companies Act 2013 and Other Applicableprovisions of the Act Smt. Jasneet Kaur are proposed to be appointed as an Executive WomenDirector of the Company and Shri Amarjot Singh is proposed to be appointed as IndependentDirectors in terms of Section 149 and other Applicable provisions of the Companies Act2013 for a period of 4 (Four) Years upto 31st March 2019.

Mr. Harman Singh (CFO) and Ms Priyanka Saraf (CS) are Key Managerial Personnel of theCompany. Mr Harman Singh was re-designated as CFO of the Company on 28/03/2015

The Details of Directors being recommended for Appointment/Re – Appointment andAppropriate Resolution(s) seeking your Approval are also included in the Notice.

BOARD MEETINGS

The Board of Directors duly met 5 Times during the Financial Year 2014-15. The Date(s)and Attendance are further mentioned in the Corporate Governance Report.

A Separate Meeting for Independent Director(s) was held on 28th March 2015.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Board of Directors herebystate that:

In preparation of the annual accounts applicable accounting standards have beenfollowed (along with proper explanation relating to material departures) and that thereare no material departures.

They have selected the accounting policies and applied consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company as at 31st March 2015 and of the Profit of the companyfor the year ended on that date.

The directors have 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.

The Directors had devised proper systems to ensure Compliance with provisions of allApplicable Laws and that such systems were adequate and operating effectively.

They have prepared the Annual Accounts on a going concern basis.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY

All the Independent Director(s) have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant Rules.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES

In adherence of section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company in its Meeting held on 28th March 2015 approved a policy on directors’appointment and remuneration including criteria for determining qualifications positiveattributes independence of a director and other matters provided u/s 178(3) based on therecommendations of the Nomination and Remuneration Committee.

The broad parameters covered under the Policy are – Company Philosophy GuidingPrinciples Nomination of Directors Remuneration of Directors Nomination andRemuneration of the Key Managerial Personnel (other than managing/ Whole-time Directors)Key-Executives and Senior Management and the Remuneration of Other Employees.

The Company’s Policy relating to appointment of Directors payment of Managerialremuneration Directors’ qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in ANNEXURE – A and forms part of this Report.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of acompany lies with its

Board it is imperative that the Board remains continually energized proactive andeffective. An important way to achieve this is through an objective stock taking by theBoard of its own performance.

The Companies Act 2013 notified on 1st April 2014 not only mandates board anddirector evaluation but also requires the evaluation to be formal regular andtransparent. Subsequently through two circulars (dated April 17 2014 and September 152014) SEBI has also revised the Equity Listing Agreement to bring the requirements onthis subject in line with the Act.

In accordance with the framework approved by the Nomination and Remuneration Committeethe Board of Directors in its Meeting held on 28th March 2015 undertook the evaluationof its own performance its Committees and all the individual Directors.

The review concluded by affirming that the Board as a whole as well as all of itsMembers individually and the Committees of the Board continued to display commitment togood governance ensuring a constant improvement of processes and procedures.

It was further acknowledged that every individual Member and Committee of the Boardcontribute its best in the overall growth of the organization.

CORPORATE GOVERNANCE:

Your Company has complied with the mandatory provisions of clause 49 relating toCorporate Governance of the Listing Agreement with the Stock Exchange. A separate sectionon Corporate Governance forming part of the Directors’ Report and a certificate fromthe Company’s Auditors confirming the Compliance of conditions on CorporateGovernance are included in the Annual Report.

RISK MANAGEMENT POLICY

During the year the Board of Directors in its meeting held on 28th March 2015 hasalso adopted a formal Risk Management policy for the Company whereby risks are broadlycategorized into Strategic Operational Compliance and Financial & Reporting Risks.The Policy outlines the parameters of identification assessment monitoring andmitigation of various risks which are key to Business Objectives.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Management of the Company have certified the existence of various risk-basedcontrols in the Company and also tested the key controls towards assurance for compliancefor the present fiscal.

Further the testing of such controls shall also be carried out independently by theStatutory Auditors from the financial year 2015-16 onwards as mandated under theprovisions of the Companies Act 2013.

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.

AUDITORS’ REPORT

The points raised by the Statutory Auditor in their report are self explanatory andcovered in the notes on the Accounts.

A Secretarial Audit Report given by the Secretarial Auditors in Form No MR-3 is annexedwith this Report as ANNEXURE – B. There are no qualifications reservations oradverse remarks made by Secretarial Auditors in their Report.

AUDITORS

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. 2015-16. The Certificate from theAuditor have been received to the effect that his Re-Appointment 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 2015.

INTERNAL AUDIT

The Company has appointed Internal Auditor as mandated by the provisions of theCompanies Act 2013. M/S Harish Dayani & Co. has been Appointed as Internal Auditor ofthe Company for the year 2014-15 to evaluate the Internal Controls and FinancialReporting.

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.

AUDIT COMMITTEE

The Audit Committee Membership and attendance are further mentioned in the CorporateGovernance Report.

The Board of Directors accepts the recommendations of the Audit Committee whenever madeduring the year.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the Financial year Ended 31st March 2015 No Loans Guarantees or Investmentswere made by the Company under Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial year Ended 31st March 2015 No Contracts or Arrangements weremade with related parties under Section 188 of the Companies Act 2013.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No MGT – 9 forms part of the Board’sReport and is annexed herewith as ANNEXURE - C.

VIGIL MECHANISM

Recognizing the regulatory mandate u/s 177(9) and clause 49 of the Listing Agreementplacing greater stress on the establishment of Vigil Mechanism in a listed entity for itsdirectors and employees so they may report their genuine concerns or grievances stepswere taken during the financial year 2014-15to increase awareness and providing directaccess to Audit Committee Chairman in cases where the complaint is to be made against anysenior management employee.

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013

Details pursuant to section 197(12) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 form part of thisReport and are annexed herewith as ANNEXURE - D.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Particulars regarding conservation of Energy Technology Absorption Research &Development and Foreign Exchange as prescribed under section 134(3)(m) of the CompaniesAct 2013 and are given in the Annexure – E to this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

INDUSTRIAL RELATIONS:

The relationship between the Management and Employees of the Company remained cordial.The Company takes care of their welfare to the best of its ability.

ACKNOWLEDGEMENT:

Your Directors acknowledge with sincere gratitude the co-operation and assistanceextended by the Bank(s) Customers Dealers Vendors Promoters Shareholders GovernmentAuthorities and all other Business Associates during the year under review. The Directorsalso wish to place on record their deep sense of gratitude for the committed services ofemployees at all levels.

For and on behalf of the Board

(JASPAL SINGH) (JASNEET KAUR)
JOINT MANAGING DIRECTOR DIRECTOR
PLACE – BHOPAL DATE – 01/08/2015

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