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Jenson & Nicholson (India) Ltd.

BSE: 523592 Sector: Consumer
NSE: JENSONICOL ISIN Code: INE819B01021
BSE 00:00 | 16 Mar Jenson & Nicholson (India) Ltd
NSE 05:30 | 01 Jan Jenson & Nicholson (India) Ltd
OPEN 1.97
PREVIOUS CLOSE 1.97
VOLUME 18725
52-Week high 1.97
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.97
CLOSE 1.97
VOLUME 18725
52-Week high 1.97
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jenson & Nicholson (India) Ltd. (JENSONICOL) - Director Report

Company director report

Dear members

Your directors submit their report together with audited accounts ofthe company for the year ended 31st march 2017. Financial results

Standalone Consolidated
Particulars 2016- 2017 (current Year) 2015-2016 (previous Year) 2016- 2017 (current Year) 2015-2016 (previous Year)
Total income 1378 3771 3902 3773.79
Total expenditure 1049 4803 4937 5156.10
Operational profit
328.46 (1032) (1035) (1382)
/(loss)
Profit/(loss) before tax
Exceptional / 328.46 (1032) (1035) (1382)
Extra ordinary
Items
Exceptional /
Extra ordinary 0 0 0 0
Items
Profit/ (loss) before tax 328.46 (1032) (1035) (1382)
Profit / (loss) after tax 328.46 (1032) (1035) (1382)

Consolidated accounts

The consolidated financial statements of your company for the financialyear 2016-17 are prepared in compliance with applicable provisions of the companies act2013 accounting

Standards and sebi (lodr) regulations 2015 (erstwhile listing

Agreement) as prescribed by the securities and exchange board of india(sebi). The financial statement has been prepared on the basis of the audited financialstatement of the company as approved by their respective board of directors.

Pursuant to the provisions of section 136 of the act the financialstatements of the company the consolidated financial statements along with all relevantdocuments and auditors report thereon form part of this annual report. The financialstatements as stated above are also available on the website of the company and can beaccessed at the web link: www.jnpaints. Com.

Subsidiaries

Your company has one subsidiary company (jenson & nicholson paintspvt. Ltd.) And one wholly owned subsidiary

(jenson & nicholson colours pvt. Ltd.) Floated on 02/11/2015 and

05/05/2017 respectively.

There are no associate companies within the meaning of section 2 (6) ofthe companies act 2013 ("act").

Further in terms of proviso to sub-section (3) of section 129 of theact the salient features of the financial statement of the subsidiaries is set out in theprescribed form aoc-1 which is attached herewith as a separate annexure- i

In accordance with section 136 of the companies act 2013 thefinancial statements of the subsidiaries are available for inspection by the members atthe registered office of the

Company during business hours on all days except saturdays sundays andpublic holidays upto the date of the annual general meeting (‘agm').any memberdesirous of obtaining a copy of the said financial statements may write to the companysecretary at the corporate office of the company. The financial statements including theconsolidated financial statements financial statements of subsidiaries and all otherdocuments required to be attached to this report have been uploaded on the website of thecompany(www.jnpaints.com). The company has formulated a policy for determining materialsubsidiaries. The policy may be accessed on the website of the company (www.jnpaints.com)

financial and organisational restructuring

Pursuant to ministry of finance-notification dated 25/11/2016provisions of sick industrial companies (special provisions)

Repeal act 2003 has come into effect from 01/12/2016 hence thecompany's reference before bifr stands abated.

Dividends

The directors regret their inability to recommend any dividend in viewof present position of the company.

Loans guarantees or investments

The company has made investment in its wholly owned subsidiary companynamely jenson & nicholson colours pvt. Ltd. Amounting rs.500000 (50000 equityshares of rs. 10/- each fully paid) apart from this company has not given any loansguarantees or made any investments hence there is nothing to report in respect ofrequirement of section 134(3)(g) of the companies act 2013.

Related party transactions

All related party transactions that were entered during the financialyear were in the ordinary course of business and were on arm length basis.

There were no material related party transactions entered by thecompany with directors kmps or other persons which may have potential conflict with theinterest of company.

All related party transactions wherever applicable are placed beforethe audit committee. The quarterly disclosures of transactions with related parties aremade to the audit committee. The policy on materiality of related party transactions andalso on dealing with related party transactions as approved by the audit committee and theboard of directors is uploaded on the website of the company (www.jnpaints.com).

In compliance with section 134(3) of the companies act 2013particulars of contracts or arrangements with related parties referred to in section 188(1) of the companies act 2013 are enclosed in the form aoc-2 as a part of thisreport (annexure-ii).

Shares

The paid up equity share capital as on march 31 2017 was rupees244851190/-. The company has neither issued shares with differential rights as todividend voting or otherwise nor issued shares (including sweat equity shares) to theemployees or directors of the company under any scheme.

No disclosure is required under section 67(3) (c) of the act inrespect of voting rights not exercised directly by the employees of the company as theprovisions of the said section are not applicable.

Company's policy relating to directors appointment payment ofremuneration and discharge of their duties

The company has formulated and adopted the nomination and remunerationpolicy in accordance with the provisions of companies act 2013 read with the rules issuedthereunder and the listing regulations. The nomination and remuneration policy of thecompany provides that the nomination and remuneration committee shall formulate thecriteria for appointment of executive non-executive and independent directors on theboard of directors of the company and persons in the senior management of the companytheir remuneration including determination of qualifications positive attributesindependence of directors and other matters as provided under sub-section (3) of section178 of the companies act 2013 (including any statutory modification(s) or re-enactment(s)thereof for the time being in force). The nomination and remuneration policy can beaccessed on the website of the company (www.jnpaints.com).

Performance evaluation of the board

The board of directors in its meeting held on 27th october

2016 has reviewed the performance of the committees the members andthe board as a whole. The criteria and manner for performance evaluation is as per thenomination and remuneration policy.

Particulars of employees and other additional information

The information required under section 197 (12) of the companies act2013 read with rule 5 (2) and rule 5 (3) of companies (appointment and remuneration ofmanagerial personnel) rules 2014 is given in annexure- iii to this report and formpart of this report.

Conservation of energy & technology absorption from auditor/pcs(para e of

Particular in respect of conversation of energy technology

Absorption foreign exchange earnings and outgo under

Section 134 (3) (m) of the companies act 2013 read with rule 8 (3) ofthe companies (accounts) rules 2014 is given in the

Annexure- iv hereto.

Directors' responsibility statement

Pursuant to the provisions of section 134(3)(c) of the companies

Act 2013 your directors hereby confirm that a) in preparation of theannual accounts the applicable accounting standards had been followed along with properexplanation relating to material departures; b) they have selected such accountingpolicies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profitand loss of the company for thatperiod; c) they have taken proper and maintenance of adequate accounting records inaccordance with the provisions of companies act 2013 for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; d) they haveprepared the annual accounts on a going concern basis; e) they have laid down internalfinancial controls to be followed by the company and that such internal financial controlare adequate and were operating effectively. F) they have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating

Corporate social responsibility

The provision of section 135 of the companies act 2013 does notapplicable on company as it does not meet the criteria to fall in that section.

Listing of shares

The company's equity shares are listed on the calcutta stockexchange bombay stock exchange and national stock exchange. Annual listing fee of stockexchanges has been paid.

Corporate governance

Since your company has equity paid up capital and net worth below theprescribed limit as per regulation 15 (2) of sebi

(lodr) regulations 2015 as on the last day of the previous financialyear so regulations 17 18 19 20 2122 23 24 25 26

27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and

Para c d and e of schedule v to these regulations shall not apply toyour company.

Accordingly your company is not submitting compliance certificates fromcfo and ceo under regulation 17(8).

Accordingly your directors have decided not to submit the

Corporate governance report (para c of schedule v to sebi (lodr)regulations 2015) declaration by ceo (para d of schedule-v to sebi (lodr) regulations2015) and compliance certificate-v to sebi (lodr) regulations 2015). However as soon asthe provisions of said regulation become applicable to a company at a later date thecompany shall comply with the requirements of within six months from the date on which theprovisions became applicable to the company.

Extract of the annual return

The details forming part of the extract of the annual return pursuantto section 92(3) of the companies act 2013 in form no.mgt-9 is laid out in annexure-v tothis report.

No. Of meetings of the board

During the twelve months ended march 31 2017 the board of directorsmet four times on 27th may 2016 28th july 2016 27th

October 2016and 14th february 2017.

The intervening gap between the meetings was within the periodprescribed under the companies act 2013.

Directors & key managerial personnel directors

In accordance with the provisions of the section 152(6) of thecompanies act 2013 mrs. Kiran sahai retires by rotation and is eligible forre-appointment. Accordingly her re- appointment has been included in the notice conveningthe annual general meeting of the company.

Key managerial personnel

No change has been taken place in key managerial personnel.

Audit committee

As on the date of the report of the audit committee comprises thefollowing members: mr. N. M. Sahai (chairman) mr. Faisal alam mr. Ajay kumar srivastavathe above composition of the audit committee consists of independent directors viz. Mr. N.M. Sahai and mr. Ajay kumar srivastava who form the majority.

There were no recommendations made by audit committee which were notaccepted by the board.

Vigil mechanism / whistle blower policy

Pursuant to section 177 (10) of the companies act2013 the board ofdirectors have formulated a whistle blower policy. The policy provides for a framework andprocess whereby concerns can be raise by its directors and employees against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them. The company has also provided direct access to the chairman of the auditcommittee on reporting issues concerning the interests of co-employees and the company.The said policy is uploaded on the company's website and can be accessed at:www.jnpaints.com/investor-relation.php.

Internal financial control

The board has adopted policies and procedures for ensuring the issuedorderly and efficient conduct of its business including adherence to the company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures.

The internal controls and governance process are duly reviewed fortheir adequacy and effectiveness through regular testing of key controls by independentinternal auditors.

Disclosure under sexual harassment of women at workplace (preventionprohibition and redressal) act 2013

Your company has always believed in providing a safe workplace forevery individual working in company's premises through various interventions andpractices. The company always endeavours to create and provide an environment that is freefrom discrimination a harassment including sexual harassment. The company has in place arobust policy on prevention of sexual harassment of employees lays down the guidelines foridentification reporting and prevention of sexual harassment.

There is an internal complaints committee (icc) which is responsiblefor redressal of complaints related to sexual harassment and follows the guidelinesprovided in the policy. During the year under review no complaints were received.

Risk management policy

As per requirement of section 134(3) (n) of the companies act 2013your directors have adopted/framed a risk management policy for the company. This policyforms part of the internal financial control and corporate governance process of the

Company. The aim of this policy is not to eliminate risks rather tomanage the risks involved in the company activities.

Statutory auditors

At the 93rd agm of company held on 29/09/2016 theshareholders had approved the appointment of m/s. M. Mukerjee & co. charteredaccountants as statutory auditors to hold the office till the conclusion of the 94 thagm.

M/s. M. Mukerjee & co. chartered accountants have been thestatutory auditors of the company since the financial year 2004. They were reappointed forthe cooling period/relaxation of

3 (three) years given under section 139 and other applicableprovisions if any of the companies act 2013 read with the companies (audit andauditors) rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force).

Considering which the board of directors on the recommendation of auditcommittee have proposed the appointment of m/s. Agasti & associates charteredaccountants as statutory auditors at the ensuing annual general meeting for a period offive years from the conclusion of this annual general meeting to the conclusion of theannual general meeting to be held for the year 2022 subject to the ratification ofappointment by the members of the

Company at each annual general meeting.

The company has received written consent(s) and certificate(s) ofeligibility in accordance with sections 139

141 and other applicable provisions of the companies act 2013 andrules issued thereunder (including any statutory modification(s) or re-enactment(s)thereof for the time being in force) from m/s agasti & associates charteredaccountants by the haveconfirmed that they hold a valid certificate

Peer review board of the institute of chartered accountants of india asrequired under the listing regulations.

The auditors' report for the financial year ended 31st march 2017on the financial statements of the company is a part of this

Annual report.

Comment on auditors' report

The remarks contain in the auditor's report have beenappropriately explained in statement on impact on audit qualification-standalone &consolidated which forms part of

Annual report.

Cost audit

The ministry of corporate affairs (mca) vide notification dated

31st december 2014 made amendment in the companies (costrecords and audit) rules 2014 through companies (cost records and audit) amendmentrules 2015. As per the amendment rules our company is exempted from the requirement toconduct cost audit. Our company is required to maintain cost audit records only asturnover of the company for fy ending 31/03/2015 exceeds 35 crores.

Fixed deposit

Your company has not accepted any deposits covered under

Chapter v of the companies act 2013.

Secretarial audit report

Pursuant to the provisions of section 204 of the companies act 2013and the companies (appointment and remuneration of managerial personnel) rules 2014 thecompany has appointed mr. Nitin kumar mishra company secretary in practice to undertakethe secretarial audit of the company. The report of the secretarial audit report isannexed herewith as

Annexure-vi.

The remarks contain in the secretarial audit's report have beenappropriately explained in annexure-vi(i) to the director's report.

Management discussion & analysis report

Pursuant to sebi (listing obligations and disclosure

Requirements) regulations 2015 management discussion and analysis isappended as annexure-vii.

Significant & material orders passed by the regulators or courtsif any

Pursuant to section 134(3)(q) of the companies act2013 read withcompanies (accounts) rules 2014 it is stated that no material order has been passed byany regulator court or tribunal impacting the company's operation and its goingconcern status during the financial year 2016-17.

Appreciation

Your directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year. Your directors sincerely convey theirappreciation to customers shareholdersvendorsbankers and government authorities fortheir continued support.

For and on behalf of the board
Sd/- Sd/-
Place: patna N.m. sahai B.c.srivastava
Dated: 8th june 2017 (chairman) Managing director
Din: 00422704 Din:00929674
Annexure-i