Your directors have pleasure in presenting this 33rd Annual Report togetherwith the Audited Financial Statements of your Company for the year ended March 31 2020.
Amount In Lakh
|FINANCIAL RESuLTS || |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
| ||(Rs. In Lacs) ||(Rs. In Lacs) ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Sales / Other Income ||771.10 ||771.10 ||920.16 ||920.16 |
|Gross Profit before interest depreciation prior Period income and expenditure and impairment Loss and excess provision written back ||72.34 ||72.28 ||107.99 ||107.42 |
|Interest ||7.08 ||7.08 ||8.28 ||8.28 |
|Depreciation ||61.86 ||61.86 ||72 ||72 |
|Profit / (Loss) before prior period adjustment exceptional items and Tax ||3.41 ||3.20 ||27.7 ||27.14 |
|Exceptional items ||0 ||0 ||0 ||0 |
|Provision for Taxation ||2.57 ||2.57 ||10.65 ||10.5 |
|Provision for deferred Tax ||1.55 ||1.55 ||3.59 ||3.59 |
|Profit / (Loss) after Tax ||2.77 ||2.57 ||20.64 ||20.22 |
|Net Profit ||2.77 ||2.57 ||20.64 ||20.22 |
transfer to reserves
Your Company proposes not to transfer any amount to the General Reserve. The Companyproposes to retain Rs. 2.77 lakh in the Profit and Loss account.
Your Board has deferred for the time being the decision to recommend any Dividend forthe Financial Year 2019-20.
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 312020 and the date of this Report.
The paid-up Equity Share Capital as on March 312020 was Rs. 50655750 /-.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights.
EMERGENCE OF COVID 19
Towards the end of the financial year the World Health Organisation (WHO) declaredCovid-19 a pandemic and the outbreak which infected millions has resulted in deaths of asignificant number of people globally. Covid-19 is seen having an unprecedented impact onpeople and economies worldwide.
The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. It is focussed on controlling the fixedcosts maintaining liquidity and closely monitoring the supply chain to ensure that themanufacturing facilities operate smoothly.
The Company operates its business in conformity with the highest ethical and moralstandards and employee centricity. In view of the outbreak of the pandemic the Companyundertook timely and essential measures to ensure the safety and well-being of itsemployees at all its plant location and the Corporate office. The office based employeeswere allowed to work from home by providing adequate digital and other assistance. TheCompany observed all the government advisories and guidelines thoroughly and in goodfaith.
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 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.
Ms. Ketineni Suchita Rao Whole Time Director and Mr. Uttam Chhawchharia IndependentDirector of the Company have resigned on 14th February 2020. The Board ofDirectors places on record their sincere appreciation for the contributions made by Ms.Ketineni Suchita Rao and Mr. Uttam Chhawchharia during their tenure as Directors of theCompany.
The Board of Director of the Company have appoint Ms. Ketineni Pratibha Rao asExecutive Director and Mr. Shewale Saurabh Jibhau as additional Independent Director ofthe Company w.e.f. 14th Feb 2020.
The designation of Mr. Ketineni Sayaji Rao has been changed from Managing Director toChairman of the Company with immediate effect on the existing terms & conditionssubject to the approval of the members in ensuing General Meeting. Accordingly he willhold office as Chairman of the Company for his remaining tenure of his office.
The designation of Mr. Ketineni Satish Rao has been changed from Whole-time Director toManaging Director with immediate effect subject to the approval of the members in ensuingGeneral Meeting. Accordingly he will hold office as Managing Director of the Company forhis remaining tenure of his office.
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 they fulfill the conditions ofindependence as specified in the Act and the Rules made thereunder and are independent ofthe management. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.
The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of accountsdigitalisation human resources strategy auditing tax and risk advisory servicesfinancial services corporate governance etc. and that they hold highest standards ofintegrity.
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 & Qualification of Directors) Rules 2014.
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 and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the
Companies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other 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 (f ) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
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. Ketineni Satish Rao - Managing Director
b. Mr. Shubham Saxena - Chief Financial Officer*
c. Mr. Raghav Dangwal- Chief Financial Office**
d. Mr. Mukesh Kumar-Company Secretary
*Resigned on 23.07.2020
"Appointed on 23.07.2020
NUMBER OF BOARD MEETINGS
Seven 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) 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 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.
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 Agrawal MaheshKumar & Co Chartered Accountants (Registration No. 014618N) be appointed asstatutory auditors of the Company in place of retiring auditors M/s. BGJC &Associates Chartered Accountants (Firm Registration No. 003304N) to hold office from theconclusion of this 34rd AGM until the conclusion of the 38th AGM subject tothe approval of the Members in Annual General Meeting as applicable at such remunerationand out of pocket expenses as may be decided by the Board of Directors of the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.
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.
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 minimiza-
tion of risks and the Board was informed from time to time. In the opinion of theBoard none of the said risks which have been identified may threaten the existence of theCompany.
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 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 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 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 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 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 financial year 2019-20. The Secretarial Audit Reportfor the financial year 2019-20 is enclosed herewith as Annexure - E and forms part of thisReport. The Secretarial Audit Report does not contain any qualifications reservation oradverse remark.
CODE OF CORPORATE GOVERNANCE
Pursuant to the Regulation 34(3) of SEBI (Listing Obligations 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 of thispolicy are in line with the provisions of Section 177(9) of the Companies Act 2013 andthe Regulation 22 of the SeBi (Listing Obligations and Disclosures Requirements)Regulation 2015.
3. The Company's Remuneration Policy is enclosed as Annexure - F and forms partof this Report.
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/- ||Sd/- |
| ||Ketineni Sayaji Rao ||Ketineni Satish Rao |
|Place : Noida ||Chairman ||Managing Director |
|Date : 05.12.2020 ||(Dm.: 01045817) ||Din:02435513 |