Your directors have pleasure in presenting this 31st Annual Report togetherwith the Audited Financial Statements of your Company for the year ended March 31 2018.
|FINANCIAL RESULTS ||2017-18 ||2016-17 |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
| ||(Rs. In Lacs) ||(Rs. In Lacs) ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Sales / Other Income ||499.64 ||499.64 ||2876.28 ||2876.28 |
|Gross Profit before interest depreciation prior Period income and expenditure and impairment Loss and excess provision written back ||48.27 ||48.13 ||304.72 ||304.72 |
|Interest ||1.45 ||1.45 ||59.24 ||59.24 |
|Depreciation ||87.27 ||87.54 ||90.41 ||90.81 |
|Profit / (Loss) before prior period adjustment exceptional items and Tax ||(40.45) ||(40.96) ||155.07 ||154.26 |
|Provision for Taxation ||- ||- ||55.22 ||55.22 |
|Provision for deferred Tax ||22.28 ||22.30 ||10.00 ||9.96 |
|Profit / (Loss) after Tax ||(1.17) ||(18.56) ||89.85 ||89.08 |
|Prior Period Expenses ||- ||- ||- ||- |
|Net Profit ||(18.17) ||(18.56) ||89.85 ||89.08 |
Company's turnover has declined substantially due to loss of a major customer. Howeverdue to sustained effect of
Company it will remain as profitable entity as it has no major debt and very low fixedexpenses. Further is in process of exploring of new customers. tRANSFER tO RESERVES
Your Company proposes not to transfer any amount to the General Reserve. The Companyproposes to retain Rs. -18.17 lakh in the Profit and Loss account.
Your Board has deferred for the time being the decision to recommend any Dividend forthe Financial Year 2017-18.
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) Subsidary Company i.e. Innovative Containers Services PrivateLimited within the meaning of Section 2(6) of the Companies Act 2013 ("Act")
The accounts of Innovative Containers Services Pvt. Limited are Consolidated with theFinancial Statements of the
Company are prepared in accordance with the provisions of the Companies Act 2013 andthe relevant Accounting Standards issued by the Institute of Chartered Accountants ofIndia.
The Board accepted the resignation of Mr. Kishore Sitaram Bidawat from his position ofIndependent Director effective from December 14 2017 and your Company has appointed toMr. Uttam Chhawchharia as an Additional Independent
Director of the Company w.e.f. 14th day of December 2017 and except thisthere are no any changes in the Board of the Company during the year 2017-18.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) read with Section 134(5) of the Companies Act 2013your 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 proper andsufficientcare for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities; (d) the directors had preparedthe annual accounts on a going concern basis; (e) the directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively; and (f ) the directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
The following persons are Whole-Time Key Managerial Personnel (KMP') of theCompany in terms of provisions of Section 203 of the Companies Act 2013: a. Mr. KetineniSayaji Rao Chairman and Managing Director b. Mr. Vinod Kumar Chaurasia ChiefFinancial Officer* c. Mr. Shubham Saxena - Chief Financial Officer** d. Mr. Mukesh Kumar -Company Secretary *Resigned w.e.f. 29th March 2018 **Appointed w.e.f. 29thMarch 2018
NUMBER OF BOARD MEETINGS
Eleven meetings of the Board of Directors of your Company were held during the yearunder 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") as per applicable provisionsof SEBI (Listing Obligation and Disclosure requirements) Regulations 2015 the Board ofDirectors has carried out an annual evaluation of its own performance Board committeesand individual directors. The performance of the Board was evaluated by the Board afterseeking inputs from all the directors on the basis of the criteria such as the diversityof the Board effectiveness of the board processes information and functioning etc.
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 financial & operational information compliance of various internalcontrols and other regulatory/statutory compliances. All Internal Audit findings andcontrol systems are periodically reviewed by the Audit Committee of the Board ofDirectors which provides strategic guidance on Internal Controls.
M/s. BGJC & Associates Chartered Accountants (Firm Registration No. 003304N) areproposed to be rectification as the
Statutory Auditors of the Company in the ensuing 31st Annual General Meetingof the Company to be held on September
28 2018 to hold the office till the conclusion of 33 rd Annual General Meeting of theCompany subject to the ratification of shareholders at every Annual General Meeting.
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.
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 minimization of risks and the Boardwas informed from time to time. In the opinion of the Board none of the said risks whichhave been identified may threaten the existence of the Company.
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 of Directors of your Companyhas revised its terms of reference to make it in line with the requirements of Section 177of 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 information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(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 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 excess of the limits set out in the said rules isenclosed as Annexure B1 and forms part of this report. A statement showing detailspertaining to 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 partof this 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 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 arm's lengthwhich are not material in nature. All related party transactions are with the approval ofthe Audit Committee and periodically placed before the Board for review. The prescribedForm 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 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 Secretarial Audit for the
Audit Report for the financial year 2017-18 is enclosed herewith as Annexure - Efinancial and forms part of this Report. The Secretarial Audit Report does not contain anyqualifications reservation or adverse remark.
CODE OF CORPORATE GOVERNANCE
Pursuant to the Regulation 34(3) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 a detailed Corporate Governance Report along withAuditors' certificate thereon and Management Discussion and Analysis Report are enclosedand form part of this report.
1. Policy on materiality of related party transactions and dealing with related partytransactions is 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 avaliable on Company's website www.jausspolymers.com. The provisions ofthis policy are in line with the provisions of Section 177(9) of the Companies Act 2013and the Regulation 22 of the SEBI (Listing Obligation and Disclosures Requirements)Regulation 2015.
3. The Company has formulated and published the remuneration policy for its DirectorsKMP and other senior Management Personnel which is available on company's website i.e.www.jausspolymers.com.
4. There were no significant 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.
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 dedication and commitmentof your Company's employees at all levels and look forward to their continued support inthe 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 : 03.09.2018 ||DIN: 02435513 |