The directors are pleased to present the 29th Annual Report together with the AuditedStandalone and Consolidated Financial Statements of our Company for the year ended March31 2018.
OPERATING RESULTS AND BUSINESS PERFORMANCE
|FINANCIAL RESULTS ||2017-18 ||2016-17 |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Sales / Other Income ||12671.97 ||14888.96 ||10487.69 ||10487.69 |
|Gross Profit before interest depreciation prior Period ||2457.28 ||2499.28 ||2593.99 ||2625.48 |
|income and expenditure and impairment Loss and || || || || |
|excess provision written back || || || || |
|Interest ||869.51 ||934.40 ||675.77 ||675.77 |
|Depreciation ||957.70 ||1101.03 ||775.07 ||775.07 |
|Profit / (Loss) before prior period adjustment exceptional ||536.79 ||370.57 ||1143.14 ||1174.64 |
|items and Tax || || || || |
|Exceptional items ||124.27 ||124.27 ||-- ||-- |
|Provision for Taxation ||130.12 ||88.34 ||242.73 ||242.73 |
|Provision for deferred Tax ||(46.64) ||(46.64) ||(9.13) ||(9.13) |
|Profit / (Loss) after ||329.04 ||204.60 Tax ||909.54 ||941.04 |
|Net profit ||329.04 ||204.60 ||909.54 ||941.04 |
Turnover grew by 20% (Rs. 104.87 crore to Rs. 126.72 crore) gross profit was at 19.3%of turnover against 24.7% due to impact of GST as well as due to competitions. Further atnet profit level there was decrease due to increase in depreciation interest and as newassets could not be fully utilized and also due to certain onetime exceptional expenses.Consolidated results are due to takeover of new unit working/operating in name and styleof Juniper Polymer Industries LLP. Company is trying to improve its operations in comingyear hence we will improve overall performance.
TRANSFER TO RESERVES
Your Company proposes not to transfer any amount to the General Reserve. The Companyproposes to retain Rs. 3.29 cr. in the Profit and Loss account.
The Board of Directors of your Company are pleased to recommend Dividend @ 10% (i.e. Rs0.10 paise) on fully paid up equity Share of Rs. 1/- each for the financial year endedMarch 31 2018 subject to the approval of the shareholders in the ensuing Annual GeneralMeeting.
MATERIAL CHANGES AND COMMITMENTS
There was no change in the nature of the business of the Company. There were nomaterial changes and commitments affecting the financial position of the Company betweenMarch 31 2018 and the date of this Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has One (1) Associate Company i.e. Jauss Polymers Limited within themeaning of Section 2(6) of the
Companies Act 2013 ("Act") and One (1) wholly owned LLP firm i.e. JuniperPolymer Industries LLP.
The accounts of Jauss Polymers Limited and Juniper Polymer Industries LLP areConsolidated with the Financial Statements of the Company are prepared in accordance withthe provisions of the Companies Act 2013 and the relevant Accounting Standards issued bythe Institute of Chartered Accountants of India.
The Board accepted the resignation of Mr. Anil Kulbhushan Barar (DIN: 03311522) fromhis position of Independent Director effective from September 4 2017 and the resignationof Mr. Atul Nirpraj Barar (DIN: 00805515) and Ms. Usha Chapparwal (07030727) from theposition of Independent Director effective from December 14 2017. Based on therecommendation of the Nomination and Remuneration Committee the Board has appointed Mr.Akshay Jain (DIN: 07244957) as the Independent Director with the approval of the Membersof the Company with effect from September 29 2017.
Based on the recommendation of the Nomination and Remuneration Committee the Board hasappointed Ms. Rekha
Jain (DIN: 00855855) on November 15 2017 and Mr. Pradeep Kumar Jain (DIN: 08022491) onNovember 15 2017 as the Additional Independent Director subject to the approval of theMembers of the Company in the ensuing Annual General Meeting.
Based on the recommendation of the Nomination and Remuneration Committee the Board hasappointed Ms. Pratibha Rao Ketineni and Mr. Chander Sekhar Rao Ketineni on July 23 2018as the Additional Director subject to the approval of the Members of the Company in theensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
As required by the Section 134(3)(c) read with the Section 134(5) of the Companies Act2013 your directors state that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 and loss of the company for that period;
(c) The directors had taken a proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and if the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations of independence from each of itsIndependent Directors under section 149(7) of the Companies Act 2013 that he/she meetsthe criteria of independent director envisaged in section 149 (6) of the Companies Act2013.
All Independent Directors have submitted the declaration of Independence as requiredpursuant to Section 149(7) of the Act stating that they meet the criteria of Independenceas provided in section 149(6) of the Companies Act 2013 and are not disqualified fromcontinuing as Independent Directors.
KEY MANAGERIAL PERSONNEL
The following persons are the Whole-Time Key Managerial Personnel (KMP) ofthe Company in terms of provisions of Section 203 of the Companies Act 2013:
a. Mr. Ketineni Sayaji Rao Managing Director
b. Mr. Sanjay Saigal Chief Financial Officer
c. Mr. Vishesh Chaturvedi Company Secretary
NUMBER OF BOARD MEETINGS
Fourteen (14) meetings of the Board of Directors of your Company were held during theyear under review.
EVALUATION OF BOARD PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by Securities and Exchange Board of India ("SEBI")under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Boardof Directors has carried out an annual evaluation of its own performance the Boardcommittees and individual directors. The performance of the Board was evaluated by theBoard after seeking inputs from all the directors on the basis of the criteria such as thediversity of the Board effectiveness of the board processes information and functioningetc.
The performances of the committees were evaluated by the Board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees and effectiveness of the committee meetings etc.
The performance of the individual directors were reviewed on the basis of thecriteria's such as contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.
The performances of non-independent directors the Board as a whole and of the Chairmanwere evaluated in a separate meeting of the Independent Directors after taking intoaccount the views of executive directors and the non-executive directors.
INTERNAL FINANCIAL CONTROL
The Company has in place an established internal control system to ensure properrecording of the financial& operational information the compliance of variousinternal controls and other regulatory/statutory compliances. All Internal Audit findingsand control systems are periodically reviewed by the Audit Committee of the Board ofDirectors which provides strategic guidance on Internal Controls.
A resolution proposing rectification of M/s KRA & Associates CharteredAccountants the Statutory Auditors of the Company pursuant to Section 139 of theCompanies Act 2013 forms part of the Notice of the forthcoming 29thAnnualGeneral Meeting of the Company.
DIRECTORS VIEW ON AUDITORS OBSERVATIONS
The Management responses to the observation of the auditors is explained wherevernecessary through appropriate notes to the Accounts is reproduced hereunder in compliancewith the relevant legal provisions.
No disclosure or reporting is required in respect to the deposits covered under ChapterV of the Companies Act 2013 as there were no transactions in respect to the same duringthe year under review.
There is a continuous process of identifying / managing risks through a Risk ManagementProcess. The measures used in managing the risks are also reviewed. The risks identifiedby the Company broadly fall in the category of operational risk regulatory riskfinancial & accounting risk & foreign currency related risks. The risk managementprocess consists of risk identification risk assessment risk monitoring & riskmitigation. During the year measures were taken for the minimization of risks and theBoard was informed from the time to time. In the opinion of the Board none of the saidrisks which have been identified may threaten the existence of the Company.
The Audit Committee of the Company consists of Mr. Pradeep Kumar Jain Chairman Mr.Rekha Jain Mr. Ketineni Satish Rao. The Board of Directors of your Company has revisedits terms of reference to make it in line with the requirements of Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to the conservation of energy technology absorption andforeign exchange earnings and outgo as required under Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is enclosed asAnnexure - A and forms part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in the excess of the limits that set out in the said rulesis enclosed as Annexure B1 and forms as part of this report. A statement showing detailspertaining to the remuneration and other details as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed as Annexure - B2 and forms as part of thisReport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has made investments in securities of other body corporate(s) the detailsof which are given in Note 12 to the Financial Statements which are within the limitsprescribed under section 186 of the Companies Act 2013
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are in ordinary course of business and at armslength which are not material in nature. All related party transactions are with theapproval of the Audit Committee and periodically placed before the Board for review. Theprescribed Form AOC-2 is enclosed as Annexure - C and forms part of this Report. Yourdirectors draw the attention of members to Note 41 to the standalone financial statementswhich sets out related party disclosures.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of Annual Return in prescribed form MGT-9 isenclosed as Annexure-D and forms part of this Report.
The Board has appointed M/s Upender Jajoo & Associates Company Secretariesto conduct the Secretarial Audit for the financial year 2017-18. The Secretarial AuditReport for the financial year 2017-18 is enclosed here as an Annexure - E and forms partof this Report. The Secretarial Audit Report does not contain any qualificationsreservation
As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 Corporate
Governance Report along with Auditors certificate thereon and the ManagementDiscussion and Analysis Reports are enclosed and they form part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility (CSR) programs were started by the Company duringthe year the Company has partnered with Gyan Jyoti Education Foundation to promoteeducation including special education and employment enhancing vocation skills amongchildren for and on behalf of the Company. Please refer the separate section on CorporateSocial Responsibility in the annual report for a detailed write up on the CSR activitiesof the Company during the year.
The initiatives undertaken by the Company on CSR activities are out in "AnnexureIII" of the Boards Report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSRCommittee please refer to the Corporate Governance Report which forms part of theBoards Report.
1. Policy on materiality of related party transactions and dealing with the relatedparty transactions is available on the website of the Company.
2. The Company has formulated and published the Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concernswhich is available on Companys website www. itplgroup.com. The provisions ofthis policy are in line with the provisions of Section 177(9) of the Companies Act 2013and under regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.
3. There were no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
4. During the year under review there were no cases reported under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company pursuant to the provisions of Section 178 of the Companies Act 2013 hasformulated and adopted a nomination and remuneration policy which is disclosed on ourwebsite at the below link- http://itplgroup.com.
Electronic copies of the Annual Report for the FY 2017-18 and the Notice of the 29thAGM are being sent to all the members whose email addresses are registered with theCompany / Depository Participants.
For members who have not registered their email address physical copies are sent inthe permitted mode.
The Directors wish to acknowledge and thank the Central and State Government and allthe regulatory bodies for their continued support and guidance. The Directors thank theshareholders customers business associates the Financial Institutions and the Banks forthe faith reposed in the Company and its management.
The Directors place on record their deep appreciation of the dedication and commitmentof your Companys employees at all levels and look forward to their continued supportin the future as well.
| ||For on behalf of the Board |
| ||Sd/- |
| ||Ketineni Sayaji Rao |
| ||Managing Director |
| ||(DIN.: 01045817) |
| ||Sd/- |
| ||Ketineni Satish Rao |
|Place : Noida ||Whole Time Director |
|Date : 03.09.2017 ||DIN: 02435513 |
Information regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to Companies (Disclosure of Particulars in the Reportof Board of Directors) Rules 1988 and forming part of Directors Report.
A. CONSERVATION OF ENERGY
Energy conservation is a very important part of energy planning and its management.This not only saves energy resources for future but also avoids wasteful utilization ofenergy. Energy conservation initiatives provide solution to the energy crisisenvironmental degradation and pollution.
New energy initiatives give greater reliance on non-exhaustible and non-conventionalresources of energy in order to conserve exhaustible & conventional resources likecoal petroleum natural gas etc. Another aspect of energy conservation is to give greaterimportance on reduction in consumption of energy.
This can be achieved by inculcating change in the individual habits and adoption oflatest technology available in vogue. There is a growing gap between supply and demand ofelectrical power. Needless to say the use of fossil fuels is accompanied with severe andseveral environmental damages. Due to the liberalization measures of the Government ofIndia the industrial sector is rapidly growing thus increasing the energy demandenormously.
In the short run the only solution to the growing energy deficit is to facilitate goodenergy saving measures through conservation of power fuel and water. As industries arethe major gutters/ consumers of these resources the onus should lie on the industrialsector to limit & minimize its demand for energy. The need of the hour is to conserveand preserve the energy resources for future of the mankind.
Your Company is not covered in the Schedule of Industries under rule 2 of the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 requiringfurnishing of information relating to conservation of energy. However realizing itsimportance the Company has launched a concerted drive for conserving energy. Replacementof worn out wires control of idle running of engines and plugging of leakage were someof the measures taken. Besides the measures already taken efforts are continuing toexamine and implement fresh proposals for further conservation of energy. Positive impactof measures already taken has been observed on the costs.
B. TECHNOLOGY ABSORPTION
a) Company has indigenously developed moulds thereby saving precious foreign exchange.b) The technology imported from Japanese and French Collaborators has been well absorbedby the Company and is being updated on a regular basis by keeping abreast of the latestdevelopments in the field.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned any income in foreign exchange nor incurred any expenditurein foreign currency during the year under review.
ANNEXURE - III CSR Report for the FY 2017-18
|1. ||A brief outline of the companys CSR policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. ||The Company has framed a CSR Policy in compliance with the provisions of Companies Act 2013 and the same is placed on the Companys website www.itplgroup.com and the weblink for the same is http://www.itplgroup.com/ invester.html |
|2. ||The Composition of the CSR Committee ||Mr. Pradeep Kumar Jain Chairman |
| || ||Ms. Rekha Jain Member |
| || ||Mr. Ketineni Sayaji Rao Member |
|3. ||Average net profit of the company for last three financial years: Average net profit ||Rs 52877999 |
|4. ||Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) ||Rs. 1057560 |
|5. ||Details of CSR spent during the financial year: || |
| ||a) Total amount to be spent for the financial year; ||The Company has spent Rs 1057560 |
| ||b) Amount unspent if any; ||Nil |
| ||c) Manner in which the amount spent during the financial year is detailed below: ||The manner in which the amount is spent in detailed in the |
| || ||ANNEXURE "III-A" |