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Jauss Polymers Ltd.

BSE: 526001 Sector: Industrials
NSE: N.A. ISIN Code: INE593O01017
BSE 00:00 | 03 Feb 4.99 -0.26
(-4.95%)
OPEN

5.25

HIGH

5.25

LOW

4.99

NSE 05:30 | 01 Jan Jauss Polymers Ltd
OPEN 5.25
PREVIOUS CLOSE 5.25
VOLUME 146
52-Week high 7.71
52-Week low 3.54
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.25
CLOSE 5.25
VOLUME 146
52-Week high 7.71
52-Week low 3.54
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jauss Polymers Ltd. (JAUSSPOLYMERS) - Director Report

Company director report

Your directors have pleasure in presenting this 35th Director’s Report togetherwith the Audited Financial Statements of your Company for the year ended March 31 2022.

FINANCIAL DATA

2021-22 2020-21
FINANCIAL RESULTS Standalone Consolidated Standalone Consolidated
(Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs) (Rs. In Lacs)
Sales / Other Income - - 731.32 731.32
Gross Pro t before interest depreciation prior
Period income and expenditure and impair- - - 2.79 2.73
ment Loss and excess provision written back
Interest 0.51 0.51 1.36 1.36
Depreciation 6.42 6.42 48.94 49.04
Pro t / (Loss) before prior period adjustment exceptional items and Tax -25.06 -25.06 -47.52 -47.68
Exceptional items - - 125.03 125.03
Provision for Taxation - - 2.43 2.43
Provision for deferred Tax - - 0 0
Pro t / (Loss) after Tax -25.06 -25.06 -174.97 -175.13
Net Profit -25.06 -25.06 -174.97 -175.13

TRANSFER TO RESERVES

Your Company proposes not to transfer any amount to the General Reserve.

DIVIDEND

Your Board has deferred for the time being the decision to recommend any Dividend forthe Financial Year 2021-22.

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of the business of the Company. There were nomaterial changes and commitments affectingthe nancialposition y between March 31 2022 andthe date of this Report. Compan ofthe

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31 2022 was Rs. 50655750 /-.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has One (1)Subsidiary Company i.e. Innovative Containers Services PrivateLimited within the meaning of Section 2(6) of the Companies Act 2013 ("Act")

CONSOLIDATED ACCOUNTS

The accounts of Innovative Containers Services Limited are Consolidated with theFinancial Statements of the Company are prepared in accordance with the provisions of theCompanies Act 2013 and the relevant Accounting Standards issued by the Institute ofChartered Accountants of India.

DIRECTORSHIP

There is no change in directorship during the nancial year 2021-2022.

All Independent Director have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations. In the opinion of the Board theyful l the conditions of independenceas speci ed in the Act and the Rules made there under and are independent of themanagement. There has been no change in the circumstances affecting their status asIndependent Directors of the Company. The Board is of the opinion that the IndependentDirectors of the Company possess requisite quali cations experience and expertise in theelds of accounts digitalisation human resources strategy auditing tax and riskadvisory services nancial services corporate governance etc. and that they hold higheststandards of integrity.

The Independent Directors of the Company have undertaken requisite steps towards theinclusion of their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6of the Companies (Appointment & Quali cation of Directors) Rules 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) read with Section 134(5) of the (a) in the preparationof the annual accounts the applicable accounting standards had been followed along withproper explanation relating to material departures; (b) thedirectorshadselectedsuchaccountingpolicies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the nancial year and of the pro t andloss of the company for that period; (c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities; (d) the directors had prepared the annualaccounts on a going concern basis; (e) the directors had laid down internal nancialcontrols to be followed by the company and that such internal nancial controls areadequate and were operating effectively; and (f ) the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The following persons are currently Whole-Time Key Managerial Personnel(‘KMP’) of the Company in terms of provisions of Section 203 of the CompaniesAct 2013: a. Mr. Ketineni Satish Rao Managing Director b. Mr. Raj Kumar Gupta- ChiefFinancial Officer c. Mr. Rahul Kwatra- Company Secretary* d. Ms. Aparna Maheshwari-Company Secretary Mr. Rahul Kwatra has resigned from the post of Company Secretary andCompliance officer as on 31 st July 2022.

NUMBER OF BOARD MEETINGS

Five meetings of the Board of Directors of your Company were held during the year underreview.

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") asper applicable provisions of SEBI (Listing Obligation and Disclosure requirements)Regulations 2015 the Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors. The performance of the Board wasevaluated by the Board after seeking inputs from all the directors on the basis of thecriteria such as the diversity of the Board effectiveness of the board processesinformation 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 theindividual directors was reviewed on the basis of the criteria such as contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

The performances of non-independent directors Board as a whole and of the Chairmanwere evaluated in a separate meeting of Independent Directors after taking into accountthe views of executive directors and non-executive directors.

INTERNAL FINANCIAL CONTROL

The Company has in place an established internal control system to ensure properrecording of nancial &operational information compliance of various internal controlsand other regulatory/statutory compliances. All Internal Audit ndings and control systemsare periodically reviewed by the Audit Committee of the Board of Directors which providesstrategic guidance on Internal Controls.

STATUTORY AUDITORS

Further Provisions of Sections 139 142 and other applicable provisions if any of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 as may beapplicable and pursuant to the recommendations of the Audit Committee M/s. Mahesh Yadav& Co. Chartered Accountants (Firm Registration No. 036520N) was appointed asstatutory auditors of the Company to hold office from the conclusion of this 34th AGMuntil the conclusion of the 39th AGM.

SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India (‘ICSI’) and that such systems were adequate and operatingeffectively.

DEPOSITS

No disclosure or reporting is required in respect of deposits covered under Chapter Vand other applicable provisions of the Companies Act 2013 as there were no transactionsin respect of the same during the year under review.

RISK MANAGEMENT

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 identi ed bythe Company broadly fall in the category of operational risk regulatory risk nancial& accounting risk & foreign currency related risks. The risk management processconsists of risk identi cation risk assessment risk monitoring & risk mitigation.During the year measures were taken for minimization of risks and the Board was informedfrom time to time. In the opinion of the Board none of the said risks which have beenidenti ed may threaten the existence of the Company.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mr. Krishnaswamy Mohanraj MaduraiChairman Ms. Rajani Shirish Ladda and Mr. Ketineni Sayaji Rao as members. The Board ofDirectors of your Company has revised its terms of reference to make it in line with therequirements of Section 177 of the Companies Act 2013 and regulation 18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The informationrelating conservationof energy technology absorption and foreignexchange earnings and outgo as to required under Section134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is enclosed as Annexure -A and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 your Company does not have any employee except KMP.A statement showingdetails pertaining to remuneration and other details as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is enclosed as Annexure B and forms part ofthis Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186

The Company has made investments in securities of other body corporate(s) the detailsof which are given in Note 3 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 arm’slength 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.

The prescribed Form AOC-2 is enclosed as Annexure C and forms part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of Extract of Annual Return in prescribed formMGT-9 isenclosed as Annexure - D and forms part of this Report.

SECRETARIAL AUDIT

The Board has appointed M/s Upender Jajoo & Associates Company Secretariesto conduct Secretarial Audit for the nancial year 2021-22. The Secretarial Audit Reportfor the nancial year 2020-21 is enclosed herewith as Annexure - E and forms part of thisReport. The Secretarial Audit Report does not contain any quali cations reservation oradverse remark.

CODE OF CORPORATE GOVERNANCE and Disclosure PursuanttotheRegulation Requirements)Regulations 2015 a detailed 34(3)ofSEBI(Listing

Corporate Governance Report along with Auditors’ certi cate thereon and ManagementDiscussion and Analysis Report are enclosed and form part of this report.

DISCLOSURE REQUIREMENTS

1. Policy on materiality of related party transactionsand dealing with related partytransactionsis available on the website of the Company.

2. The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concernswhich is available on Company’s website www.jausspolymers.com. TheprovisionsofthispolicyareinlinewiththeprovisionsofSection177(9) of the Companies Act 2013Obligationsand Disclosures Requirements) theRegulation22oftheSEBI(ListingRegulation 2015.

3. TheCompany’sRemuneration Annexure - F and forms part of this Report.

4. There were no signi cant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future

5. During the year under review there were no cases reported under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENT

The Directors wish to acknowledge and thank the Central and State Governments and allregulatory bodies for their continued support and guidance. The Directors thank theshareholders customers business associates Financial Institutions and Banks for thefaith reposed in the Company and its management.

The Directors place on record their deep appreciation of the at all levels and lookforward to their continued support in the future as well.

Place : Noida For on behalf of the Board
Date : 05.09.2021
Sd/- Sd/-
KetineniSayajiRao KetineniSatishRao
Chairman Managing Director
(DIN.: 01045817) DIN: 02435513

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