Your directors have pleasure in presenting this 32nd Annual Report together with theAudited Financial Statements of your Company for the year ended March 31 2019.
|Financial results ||2018-19 ||2017-18 |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
| ||(Rs. In Lacs) ||(Rs. In Lacs) ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Sales / Other Income ||920.16 ||920.16 ||499.64 ||499.64 |
|Gross Profit before interest depreciation prior ||107.99 ||107.42 ||48.29 ||48.13 |
|Period income and expenditure and impairment || || || || |
|Loss and excess provision written back || || || || |
|Interest ||8.28 ||8.28 ||1.45 ||1.45 |
|Depreciation ||72 ||72 ||87.27 ||87.54 |
|Profit / (Loss) before prior period adjustment exceptional items and Tax ||27.7 ||27.14 ||-40.43 ||-40.96 |
|Exceptional items ||0 ||0 ||0 ||0 |
|Provision for Taxation ||10.65 ||10.5 ||0 ||0 |
|Provision for deferred Tax ||3.59 ||3.59 ||22.28 ||22.3 |
|Profit / (Loss) after Tax ||20.64 ||20.22 ||-1.17 ||-18.56 |
|Net Profit ||20.64 ||20.22 ||-18.15 ||-18.56 |
TRANSFER TO RESERVES
Your Company proposes not to transfer any amount to the General Reserve. The Companyproposes to retain Rs. 20.64 lakh in the Profit and Loss account.
Your Board has deferred for the time being the decision to recommend any Dividend forthe Financial Year 2018-19.
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 2019 and the date of this Report.
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")
The accounts of Innovative Containers Services Pvt. 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.
There are no changes in the Board of the Company during the year 2018-19.
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 sufficientcare for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(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 with the provisionsof all applicable laws and that such systems 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. Shubham Saxena- Chief FinancialOfficer c. Mr. Mukesh Kumar-Company Secretary
Number OF BOARD meetings
Six 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 Obligations 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.
There is no change in Statutory auditor M/s BGJC & Associates LLP CharteredAccountant(Firm Registration No. 003304N) will continue as the statutory Auditor of theCompany.
The Report given by M/s BGJC & Associates LLP Chartered Accountant(FirmRegistration No. 003304N) Statutory Auditor on the financial statement of the Company forthe year 2018-19 is part of the Annual Report. There has been no qualificationreservation or adverseremark . Or disclaimerintheirreport
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 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 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 prescribed Form AOC-2 is enclosed as Annexure C and forms part of thisReport.
Extract OF annual return
The details forming part of Extract of Annual Return in prescribed form MGT-9 isenclosed as Annexure - D which forms an integral part of this report and it also availableon the Company website www.jausspolymers.com.
The Board has appointed M/s Upender Jajoo & Associates Company Secretariesto conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Reportfor the financial year 2018-19 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 available 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 part of thisReport.
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 : 05.09.2019 ||Din: 02435513 |