C.J.Gelatine products Limited
The Board of Directors hereby presents its 37th Director's Report on business &operations of your Company alongwith Audited Financial Statements for the financial yearended 31st March 2017.
FINANCIAL RESULTS & APPROPRIATION
| || |
("Rs. in Lacs")
|Particulars ||2016-17 ||2015-16 |
|Sales & other Incomes ||1668.049 ||2262.256 |
|Profit before Interest Depreciation & Tax ||6.803 ||179.551 |
|Profit before Tax ||(200.67) ||18.502 |
|Profit for the year / Balance available for Appropriation ||- ||12.782 |
|Surplus / Loss carried to Balance Sheet ||(185.01) ||15.658 |
STATE OF COMPANY'S AFFAIR
During the year under review the Company recorded a total Revenue of Rs. 1668.049/-Lacs and earned a PBIDT of Rs. 6.803/- Lacs. Due to the Low Availability of Raw materialMaintenance at Factory Premises and steady Increase in Prices of Raw material theProduction of Finished Goods has not achieved which management has planned and budgeted.In the Field of Gelatine manufacturers Our Company is taking big strides to improve onquality of the product and once we achieve the volume and Finance required we will be ina great position to recollect profits.
Since the Company has incurred loss during the Financial Year ended 31st March 2017therefore not propose any dividend for the Financial Year ended 31st March 2017.
NUMBER OF MEEETINGS OF THE BOARD
4 Board Meetings held during the year.
The paid up Equity Share Capital of the Company stands at Rs. 48133000/- (4813300shares of Rs. 10/- each) as on 31st March 2017. The entire Paid-up Share Capital of theCompany is listed with BSE Limited.
During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015a report on Management Discussion and Analysis is enclosed herewith.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Additional information as required u/s 134 of the Companies Act 2013:
Information as required under Section 134 of The Companies Act 2013 read with TheCompanies (Disclosure of Particulars in the report of Board of Directors) Rules 1988 ispresented hereunder:
Conservation Of Energy
Every care has been taken to conserve energy in the process of manufacturing or otheroperations.
(i) Steps Taken or Impact on Conservation of Energy:
- We have installed automated Capacitor in the Month of Jan 2017 which will give ussavings on the Electricity Bills.
- Spin Flash Drier has been ordered for drying of Di-Calcium Phosphate. This will saveabout 50% reduction in fuel and Electricity Consumption (ii) Steps Taken for utilizingalternate sources of Energy:
- We have improved our ETP Plant by installing Lime Stone Filter Multigrade Filter andActivated Carbon Filter and Reverse Osmosis Plant.
- We are Studying an alternative Fuel for the Drier to save ever increasing cost ofDiesel.
(i) The efforts made towards technology absorption
- Dust Collector & Bag Filter has been installed for control of stock emission inBoiler thereby making clean & safe environment.
- Multiple Effect Evaporator has been installed for evaporating the reject obtainedfrom RO Plant.
- The benefits derived - Process improved to produce a quality product and alternativesare being sought after to make cheaper and Cleaner product (ii) Information regardingtechnology imported during the last 3 years: NIL
Research & Development
The Company has not set up a separate unit for research and development since its needwas not felt.
However Employees working in the Lab are making continuous efforts for QualityImprovement of Finished Products under the Supervision of the General Manager of theCompany.
Foreign Exchange Earning and Out-Go
During the year under report the Company has neither earned nor spent any foreignexchange.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 as per Section 134(3)(a) of theCompanies Act 2013 is enclosed as Annexure - I and forms part of this report.
PARTICULARS OF EMPLOYEES
Information as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
|Name of Director/KMP ||Designation ||Remuneration (In Rupees) ||% Increase in Remuneration ||Ratio to median Remuneration |
|Jaspal Singh ||JMD ||1200000 ||20 ||7.65 : 1 |
|Sachiv Sahni ||MD ||Nil ||NA ||NA |
|Sandeep Singh ||Director ||Nil ||NA ||NA |
|Vikas Gupta ||Director ||Nil ||NA ||NA |
|Jasneet Kaur ||Director ||300000 ||NA ||1.91 : 1 |
|Amarjot Singh ||Director ||Nil ||NA ||NA |
|Harman Singh ||CFO ||424800 ||NA ||2.58 : 1 |
|Mayank Lashkari (Upto. Aug - 16) ||Company Secretary ||156375 ||NA ||NA |
|Pinki Sharma (w.e.f. Aug-16) ||Company Secretary ||208000 ||NA ||2.06 : 1 |
1. In the Financial Year there was an increase of 8.85% in the median remuneration ofemployees.
2. There were 134 permanent employees on the rolls of the Company as on March 31 2017.
3. Average Percentile increase in Remuneration of employees other than ManagerialPersonnel was 9.01% and average increase in remuneration of Managerial Personnel was21.04%.
Average increase in remuneration of both managerial and non-managerial personnel weredetermined based on the overall performance of the Company. Key result areas of themanagerial personnel are broadly to achieve Company's growth and performance targetachieving the same against various adverse externalities globally devising sustenancestrategy to combat global forces like competition exchange rate etc which in turnenhance shareholders' value. Remuneration of the managerial personnel is based on theRemuneration Policy as recommended by the Nomination & Remuneration Committee andapproved by the Board of Directors.
As against above remuneration for non-managerial personnel is based on an internalevaluation of assigned target areas which are broken into subsets of key result areas ofthe managerial personnel.
4. It is affirmed that the remuneration is as per the Remuneration Policy of theCompany
(B) Information as per Rule 5(2) and (3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014
- No Director / Whole Time Director for the year under review were in receipt ofRemuneration at a rate which is aggregate was not Less than Rupees 5 Lacs per month orRupees 60 Lacs per annum.
- Except Mr. Sachiv Sahni and Mr. Jaspal Singh none of the Directors or Employeesholds more than 2% of the paid up capital of the Company
DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)
During the Year under review the following changes occurred in the position ofDirectors/KMPs of the Company. The Details are herein below mentioned:
|Sr.No. ||Name of Director/KMPs ||Date of Event ||Event |
|1. ||Mr. Mayank Lashkari ||13/08/2016 ||Resigned from the post of Company Secretary and Compliance Officer. |
|2. ||Ms. Pinki Sharma ||16/08/2016 ||Appointment as Company Secretary and Compliance Officer. |
The Board has placed on record its sincere appreciation for the invaluable contributionand guidance provided by Mr. Mayank Lashkari during his tenure.
As per the provisions of The Companies Act 2013 Ms. Jasneet Kaur Executive Directorof the Company retire by rotation at the ensuing Annual General Meeting and beingeligible seeks reappointment. The Board recommends her reappointment.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THECOMPANIES ACT 2013:
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in Sub-Section (6) of section 149 of Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 and rules made there under theDirectors confirm that:
1. In the preparation of annual accounts for the Financial Year ended 31st March 2017the applicable accounting standards had been followed.
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 as at 31st March 2017 and of the profitof 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.
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 Non-Executive 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"
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.
RELATED PARTY TRANSACTION
During the year under review Company has not entered under any related partytransactions.
Thus disclosure in Form AOC-2 is not required.
A Policy on Related Party Transactions as approved by the Board is available on theCompany's website at http:// www.cjgelatineproducts.com.
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. 2017-18. 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.
The Report given by the Auditors on the Financial Statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remarks ordisclaimer given by the Auditors in their Report.
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 2017.
The Secretarial Audit Report by M/s. M.M.Chawla & Associates Practicing CompanySecretary in Form MR-3 is enclosed as Annexure II to this Report.
The Report on Secretarial Audit does not contain any qualification or adverse remark
The Company has appointed Internal Auditor as mandated by the provisions of theCompanies Act 2013. M/s. S P A R K & Associates Chartered Accountant Bhopal hasbeen Appointed as Internal Auditor of the Company from the year 2015-16 to evaluate theInternal Controls 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.
COMMITTEES OF THE BOARD
The Company has 3 different committees they are: a. Audit Committee b. Nomination& Remuneration Committee c. Stakeholders Relationship Committee
The details pertaining to composition of committees meeting held attendance etc. isgiven in the Corporate Governance Report which forms part of this report.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's Equity Shares are listed at BSE Limited Mumbai.
The company has paid Annual Listing Fees to the above stock exchange for the year2017-18.
CORPORATE SOCIAL RESPONSILBILITY (CSR)
The provisions of CSR are not applicable to the company.
As required under Regulation 27 of SEBI Listing Regulations a separate sectioncontaining the Report on Corporate Governance together with certificate of the compliancewith the conditions of Corporate Governance issued by the Auditors of the Company isappended hereto and they form part of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors of the Company has adopted whistle blower policy/vigil mechanismto report genuine concerns or grievances. The Whistle Blower Policy/vigil mechanism hasbeen posted on the website of the Company i.e. www.cjgelatineproducts.com.
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.
The Company has not accepted any Fixed Deposit during the year nor are there anyoutstanding deposits which are due for repayment.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the financialyear under review.
THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future during the yearunder review
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments in the business operations of theCompany from the Financial Year ended 31st March 2017 to the date of signing of theDirector's Report.
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.
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.
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.
This disclosure in Form AOC-1 is not required.
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 Industrial relations have continuously beencordial at all levels throughout the year.
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.
| ||For and On Behalf of the Board of Directors |
| || ||C.J.Gelatine Products Limited |
| ||JASPAL SINGH ||JASNEET KAUR |
|Place: Bhopal ||Joint Managing Director ||Executive Director |
| ||DIN: 01406945 ||DIN: 06995139 |
|Date: 12/08/2017 || || |