Your Directors presents their 54th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended 31stMarch 2020.
STATE OF COMPANY'S AFFAIRS:
Your Company is in the business of sales and service of Electronic HouseholdAccessories. It has a worldwide network single sales office a warehouse and a workforceof over 50 people that sell a single product to about 100000 + customers in India andAbroad.
(Rs. In Lacs)
| || |
|Particulars ||March 2020 ||March 2019 |
|Income From Operations ||2197.76 ||2547.62 |
|Other Income ||13.83 ||2.85 |
|Total Income ||2211.59 ||2550.47 |
|Profit/(Loss) Before Tax ||17.99 ||18.91 |
|Less:- Provision For Taxation || || |
|Net Profit/(Loss) After Tax ||17.99 ||18.91 |
During the financial year 2019-20 due to several factors the total income decreasedby 13.29% as compared to previous year's total income. There is a Profit before tax ofRs.17.99 lacs as compared to Profit before tax of Rs. 18.91 lacs in the previous year.
DIVIDEND AND BOOK CLOSURE :
The Board of Directors does not recommend dividend on equity shares for the currentfinancial year.
The register of members and share transfer books will remain close from 19thDecember 2020 to 26th December 2020 (both days inclusive) for the 54thAnnual General Meeting of the Company scheduled to be convened on 26thDecember 2020 at 17 Cama Industrial Estate Walbhatt Road Goregaon (East) Mumbai-400063.
As at 31st March 2020 Reserves and Surplus amounted to Rs. 782.64 lacs ascompared to Rs. 792.99 lacs of previous year. The said scenario is due to decrease inprofitability of the Company during the year under review.
Long Term Borrowings
The Company has tried to pay its Liability as much as possible however the Long TermBorrowings of the Company has increased upto Rs. 20.75 lacs in the current financial yearas compared to Rs. 18.95 lacs during the previous year.
Short Term Borrowings
The Company has also paid maximum of its liability under short Term Liability and theShort Term Liability has decreased upto
Rs. 223.91 Lacs during the year as compared to Short Term Loan of Rs. 191.80 LacsBorrowings during the previous year under review.
The Fixed Assets of the Company as on 31st March 2020 is Rs. 35.55 lacs ascompared to Rs. 42.44 lacs during the previous year under review.
The Company has not made any addition in investment during the year under review.
SHARE CAPITAL :
The paid up share capital of your Company is Rupees 60998400/- (Rupees Six CroreNine Lakh Ninety Eight Thousand Four Hundred Only) divided into 6099840 equity shares ofRupees 10/- each. There is no change in the share capital structure during the periodunder review.
MEETINGS BOARD OF DIRECTORS:
The Board normally meets once in a quarter and additional meetings are held as and whenrequired. During the year the Board of Directors met 6 times i.e. on 08thApril 2019 06th June 2019 30th May 2019 14thAugust 2019 14th November 2019 and 14th February 2020. The datesof Board Meetings were generally decided in advance with adequate notice to all BoardMembers.
APPOINTMENT/RESIGNATION OF DIRECTORS (SECTION 168(1)) AND KEY MANAGERIAL PERSONNEL(KMP):
Mrs. Veena J Agarwal were Continued to be as Managing Director of the Company.Mr.Shirish Gotecha Mr. Ravindra Ashok Mishra Mr.Chandrakant Balde Mr. Rakesh Jain wereContinued to be on the Board of the Company
The Board of the Company continues to comprise of 5 (Five) Directors including 2 (two)Independent Directors 1 (one) Executive Director and 2 (Two) Non-Executive Directors.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION149:
The Independent Directors of your company i.e Mr. Chandrakant Balde and Mr. RavindraA. Mishra have submitted their declaration of Independence as required under Section149(7) of the Companies Act 2013 stating that they meet the criteria of independence asprovided in Section 149(6) and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THECOMPANIES ACT 2013:
The Board of Directors of your Company in consultation with Nomination and RemunerationCommittee had formulated and adopted Code for Independent Directors and which containspolicy on director's appointment and remuneration including criteria for determiningqualification positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors inadherence with the policy prescribed under the code of independent directors andprovisions of section 178(3) of the Companies Act 2013.
The Company has an Independent Audit Committee comprising of 2 (Two) IndependentDirectors and 1 (one) Executive Director. Mr. Shirish D. Gotecha and Mr. Ravindra A.Mishra and Mr. Veena Agarwal Managing Director of the Company are Members of theCommittee. All the members of the Audit Committee are financially literate. In view oftheir professional qualification and experience in finance all are considered to havefinancial management and accounting related expertise. Terms of reference of the Auditcommittee are elaborated in the Corporate Governance report which forms the part of thisAnnual Report.
EVALUATION OF PERFORMANCE OF BOARD :
During the year a separate Meeting of Independent Directors of the Company was held on14th February 2020 which was attended by all the Independent Directors todiscuss and review the self-assessment of Directors Board and Committees thereof and alsoassess the quality content and timeliness of flow of information between the Managementand the Board.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors confirms that:
(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation 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 proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company hasimplemented several best Corporate Governance Practices as prevalent globally.
In compliance with Regulation 17 to 27 of the Securities and Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 entered into with theStock Exchanges a Report on the Corporate Governance along with the certificate from theStatutory Auditors of the Company on compliance with the provisions of the said Clause isannexed and forms part of the Annual Report.
LOANS MADE GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY:
Particulars of loans guarantees and investments made by the Company as required underSection 186(4) of the Companies Act 2013 are given in Note annexed to the StandaloneFinancial Statements.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORMALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT:
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were on arm's length basis in the ordinary course of businessand in compliance with applicable provisions of the Companies Act 2013 and SEBI ListingRegulations. During FY 2019-20 there were no materially significant related partytransaction by the Company with the Promoters Directors Key Managerial Personnel andother designated persons which may have a potential conflict with the interest of theCompany. All related party transactions specifying the nature value and terms of thetransactions including the arms-length justification are placed before the AuditCommittee for its approval and statement of all related party transactions carried out isplaced before the Audit Committee for its review on a quarterly basis. During the yearunder review there have been no materially significant transactions prescribed underSection 188(1) with related parties as defined under Section 2(76) of the Companies Act2013 (Act) and accordingly the information as prescribed under Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 are notprovided.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Energy conservation dictates how efficiently a company can conduct its operations.Jaipan Industries Limited has recognized the importance of energy conservation indecreasing the deleterious effects of global warming and climate change. The Company hasundertaken various energy efficient practices that have reduced the growth in carbondioxide (CO2) emissions and strengthened the Company's commitment towards becoming anenvironment friendly organisation. A dedicated 'Energy Cell' is focusing on energymanagement and closely monitor energy consumption pattern across all manufacturing sites.Periodic energy audits are conducted to improve energy performance and benchmark withother international refineries and petrochemicals sites Jaipan Industries Limited Focuseson (i) new products processes and catalyst development to support existing business andcreate breakthrough technologies for new businesses (ii) advanced troubleshooting and(iii) support to capital projects and profit and reliability improvements inmanufacturing plants.
Jaipan Industries Limited has Domestic Clients as well as Foreign clients.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments has been done my management affectingthe financial position of the Company between the end of the financial year of the companyto which the financial statements relates and the date of the report.
EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of Section 92 of the Companies Act 2013 an extractof the Annual Return for the FY 2019-20 in the format as prescribed is enclosed asAnnexure-II.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany as it is suffering losses since last three consecutive years; hence disclosure inthis regard is not provided.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES - SECTION 177(10) :
The Board of directors of the Company believes in conducting all its affairs in a fairand transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behaviour. The directors are committed to comply with the laws andregulations to which it is subject. For this it has put in place systems policies andprocedures to interpret and apply these laws and regulations in the organizationalenvironment. In consonance with the object of transparency and good governance the boardof directors of the company formulated and adopted "Whistle Blower Policy and VigilMechanism".
The organization's internal controls and operating procedures are intended to detectand prevent improper activities. In this regard the Company believes in developing aculture where it is safe for all the Directors/Employees to raise concerns about any pooror unacceptable practice and any event of misconduct. These help to strengthen and promoteethical practices and ethical treatment of all those who work in and with theorganization.
The main objective of this Policy is to provide a platform to Directors and Employeesto raise concerns regarding any irregularity misconduct or unethical matters/dealingswithin the group which have a negative bearing on the organization either financially orotherwise.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION(SECTION 197(12):
Details pertaining to remuneration as required under section 197(12) of the Companiesact 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerialpersonnel) rules 2014 are provided in 'Annexure-III' to the Board's Report.
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration to directors and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.
Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the board of directors do hereby declare that:
(i) No employee throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than Eight Lakhs Fifty Thousand Only rupees;
(ii) No employee for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than One Crore TwoLakhs rupees per annum.
(iii) No employee throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
The Company has no subsidiary companies and hence company does not need to makedisclosure of contracts or arrangements or transactions not at arm's length basis.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) and 53 (f) of the Securities and Exchange Board of India (ListingObligations And Disclosure Requirements) Regulations 2015 with the Stock Exchanges inIndia is presented in a separate section forming part of the Annual Report.
Pursuant to Section 204 of the Companies Act 2013 and rules amendments made thereunder Mr. Dilip Gupta Practicing Company Secretary was appointed to conduct thesecretarial audit of our company for FY 2019-20. The Secretarial Audit report is givenseparately under Annexure IV. There are no qualifications or observations or otherremarks made by the Secretarial Auditor on the audit conducted by him in his Report.
At the 51st Annual General Meeting held on September 29 2017 theShareholders had approved appointment of M/s. SDA & associates Chartered Accountantshaving Firm Registration No. 120759W as Statutory Auditors of the Company to hold suchoffice until the conclusion of 56th Annual General Meeting to be held in theyear 2022 subject to ratification by the Members every year. Pursuant to recent amendmentto Section 139 of the Companies Act 2013 effective May 7 2018 ratification by theShareholders every year for the appointment of Statutory Auditors is no longer requiredand accordingly the Notice of ensuing Annual General Meeting does not include the proposalfor seeking Shareholders approval for ratification of Statutory Auditors appointment. TheCompany has received certificate of eligibility from M/s. SDA & Associates inaccordance with the provisions of the Companies Act 2013 read with rules thereunder and aconfirmation that they continue to hold valid Peer Review Certificate as required underListing Regulations.
Company considers its employees as most valuable resource and ensures strategicalignment of Human Resource practices to business priorities and objectives. The Companyhas a dedicated team of employees at various locations across our corporate office andbranch offices (including Subsidiary companies) spread across the country. The Companystrives to inculcate the culture where its employees are motivated and their performanceis aligned with values. Company has achieved this present level of excellence through thecommitment and dedication exhibited by its employees. The focus on improving productivityand adoption of best practices in every area are being pursued relentlessly. Efforts foractive participation nurturing creativity and innovation and ensuring a climate ofsynergy and enthusiasm have been at the core of Human Resource initiatives andinterventions.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: YourCompany has adequate internal financial control and adopted Internal Financial ControlPolicy in order to maintain confidentiality of price sensitive information and internalfinancial control.
The Company has mechanisms to inform the Board Members about the risk assessment andminimization procedures and periodical review to ensure that executive management controlsrisk through means of a properly identified framework. Risk management is an ongoingprocess and the Audit Committee will periodically review risk mitigation measures. TheBoard of Directors has not constituted a Risk Management Committee as is not mandatory tothe company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI datedSeptember 15 2014.
The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network.
Head of Departments shall be responsible for implementation of the risk managementsystem as may be applicable to their respective areas of functioning and report to theBoard and Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:
There were no significant and material orders passed by the regulators and/or courts ortribunals during the year.
POLICY FOR SEXUAL HARRASMENT:
The Company has always been committed to provide a safe and dignified work environmentfor its employees which is free of discrimination intimidation and abuse. The Company hasadopted a Policy for Prevention of Sexual Harassment of Women at Workplace under theprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013("Act"). The objective of this policy is to provideprotection against sexual harassment of women at workplace and for redressal of complaintsof any such harassment. The Company has also constituted an Internal Complaints Committeeto redress the complaints received under this policy.
The following is a summary of sexual harassment complaints received and disposed-offduring the year under review:
- No of complaints received : Nil
- No of complaints disposed-off : NA
Your Directors take this opportunity to thank all investors clients vendors banksregulatory Government authorities and Stock Exchanges for their continued support andcooperation. The Directors also wish to place on record their appreciation of thecontribution made by the business partners/associates at all levels.
|For and on behalf of the Board of Directors || |
| ||Veena Agarwal |
| ||DIN - 07104716 |
| ||Managing Director |
|Place : Mumbai || |
|Date : 30th July 2020 || |
|Registered Office: || |
|17 Jai Villa Compound Cama Industrial Estate |
|Walbhat Road Goregaon (East) Mumbai 400063. |