To the Members
Your Directors have pleasure in presenting the 47th Annual Report on the business andoperations of the Company together with Audited Financial Statements for the year ended31st March 2021.
The Standalone and Consolidated Financial Results for the year under review are givenbelow: -
1. FINANCIAL RESULTS
| || || || |
Rs. in Lacs except EPS
| || |
|Particulars || |
| ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020 |
|Total Income from Operations ||407481 ||352968 ||408228 ||354640 |
|Other income ||13550 ||7313 ||14336 ||7356 |
|Total Income ||421031 ||360282 ||422564 ||361908 |
|Profit before financecost depreciation and tax ||123403 ||72167 ||124383 ||74086 |
|Finance Cost ||5721 ||9138 ||5850 ||9528 |
|Depreciation ||14215 ||11562 ||14488 ||11835 |
|Net Profit for the period (before Tax Exceptional and Extraordinary Items) ||103467 ||51467 ||104045 ||52723 |
|Exceptional Items gain / (loss) ||- ||- ||- || |
|Net Profit/ (Loss) for the before Tax ||103467 ||51467 ||104045 ||52723 |
|Total Tax (including Current Tax current tax adjustment and Deferred Tax) ||24909 ||3591 ||24956 ||3859 |
|Net Profit and loss for the period ||78558 ||47876 ||79088 ||48864 |
|Total Comprehensive Income for the period (Comprising Profit / (Loss) for the period (after Tax) and Other Comprehensive Income (after Tax) attributable to Equity Holders of the parent ||78667 ||47972 ||79187 ||48960 |
|Paid up Equity Share Capital (Face Value of Rs. 10/- each) ||4379 ||4379 ||4379 ||4379 |
|Other Equity (excluding revaluation reserve) ||254030 ||175800 ||- ||181051 |
|Earnings / (Loss) Per Share (EPS) (of Rs. 10/- each) on Net Profit (Not annualised) - Basic and Diluted ||179.40 ||109.34 ||180.62 ||111.60 |
2. CONSOLIDATED FINANCIAL STATEMENTS
In pursuance of the provisions of the Companies Act 2013 rules framed thereunderSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") and the applicable AccountingStandards the Company has prepared Consolidated Financial Statements of the Company forthe financial year ended March 31 2021. The Audited Consolidated Financial Statementsalong with Auditors Report and the Statement containing salient features of thefinancial statements of the Subsidiaries (Form AOC 1) forms part of the AnnualReport.
Your Company is engaged in the manufacturing of Biaxially-Oriented PolyethyleneTerephthalate (BOPET) and Biaxially Oriented Poly Propylene Films (BOPP films) Cast PolyPropylene Films (CPP films) Thermal Lamination Films and Non-Woven Products such asInterlining Disposable Fabrics and Fabrics for Industrial Applications etc. Themanufacturing plant of the Company at Nasik Maharashtra is the worlds largestintegrated facility for the production of BOPET and BOPP Films. During the year underreview the Revenue from operations of the Company was Rs. 407481 Lakhs as against Rs352968 Lakhs during the previous Financial Year.
4. PERFORMANCE HIGHLIGHTS
The Profit before exceptional item and Tax was Rs. 103467 Lakhs as against Rs. 51467Lakhs. The Company is taking various measures to retain and increase its market share andto improve margins. Further during the year under review Revenue from operations onconsolidated basis was Rs.408228 Lakhs and Net Profit after Tax (attributable to ownersof the Parents) was Rs.79088 Lakhs. Earnings per Equity Share (Consolidated) was Rs180.62 per Equity share.
The Board recommends dividend @ Rs. 2 per equity share of Rs. 10 each for thefinancial year ended March 31 2021 out of Profits. The total outgo on this account willbe Rs. 875.80 Lakhs.
6. DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI ListingRegulations) the Board of Directors of the Company has adopted a DividendDistribution Policy (Policy) which aims to maintain a balance between profitretention and a fair sustainable and consistent distribution of profits among itsMembers. The Policy is available on the website of the Company under InvestorRelations section at https://www.jindalpoly.com/Uploads/image/337imguf_JPFLDividend-Distribution-policy.pdf
7. TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of profits for FY2020-21 in the profit and loss account as retained earnings.
8. CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT
Your Directors strive to maintain highest standards of Corporate Governance. TheCorporate Governance Report is attached to this Report. The declaration of the Whole-TimeDirector confirming compliance with the Code of Conduct of the Company andAuditors Certificate confirming compliance with the conditions of CorporateGovernance are enclosed with Corporate Governance Report to this Report.
|S . No Subsidiary Companies u/s 2(87) of the Companies Act 2013. ||Turnover during 2020- 2021 (Rs. in Lakhs) ||Percentage Contribution in consolidated Turnover |
|1 Jindal Films India Limited (CIN: U25199DL2010PLC210480) ||5741.12 ||1.41 |
|2 Jindal Packaging Trading DMCC (Reg. No. DMCC64743) ||NIL ||NIL |
|3 Jindal Imaging Limited (CIN: U24299DL1999PLC099183) ||NIL ||NIL |
|4 J. And D. Speciality Films Private Limited (CIN: U74999DL2018PTC341022) ||NIL ||NIL |
10. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has formulated a long-term CSR Policy to contribute wellbeing anddevelopment of the society through direct contribution as well as through BC JindalFoundation. The CSR Policy is available on the Companys website at https://www.jindalpoly.com/Uploads/image/110imguf_CSR-Policy.pdf
As a part of its CSR initiatives the Company is working mainly in the areas of ruraldevelopment provision of various infrastructure facilities provision of clean drinkingwater education environmental support etc. The composition and terms of reference ofCorporate Social Responsibility Committee are given in the Corporate Governance Report.The Annual Report on CSR activities as prescribed under Section 135 of the Companies Act2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014 is attached asAnnexure "A" to this Report.
Mr. Radha Krishna Pandey Non-Executive & Independent Director is the Chairmanof the Board of the company
B) APPOINTMENT AND RE-APPOINTMENT - OTHER DIRECTOR
Mr. Rathi Binod Pal Non-Independent and Non- Executive Director (DIN: 00092049)) whoretires by rotation and being eligible offer himself for re-appointment at the ensuingAnnual General Meeting
Mr. Sanjeev Saxena Whole Time Director (DIN: 07899506) who retires by rotation andbeing eligible offer himself for re-appointment at the ensuing Annual General Meeting
Mr. Devinder Kumar Rithaliya Whole Time Director and Mr. Sanjeev Aggarwal Non-Executive Director have been appointed as Additional Directors to the Board of Directorsw.e.f. 28th May 2021 The details of the proposed appointment/re- appointment ofDirectors are mentioned in the Explanatory Statement under Section 102 of the CompaniesAct 2013 of the Notice of 47th Annual General Meeting (AGM) of your Company
C) CESSATION OF DIRECTORS
Mr. Sagato Mukerji (DIN: 06465901) and Mrs. Shakshi Gupta (DIN: 07388012) ceases tobe Directors of the Company w.e.f 28th May 2021.
D) INDEPENDENT DIRECTORS.
Mr. R. K. Pandey (DIN 00190017) is acting as an Independent Director and his tenurewill come to end on 31st March 2024.
Mrs. Sonal Agarwal (DIN 08212478) is acting as an Independent Director and her tenurewill come to end on 27th August 2023.
E) INDEPENDENT DIRECTORS DECLARATION
The Company has received necessary declaration from each Independent Director undersection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in section 149 (6) of the Companies Act 2013 and Regulation 16 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
12. KEY MANAGERIAL PERSONNEL
The following personnels continue as KMPs as per the definition under Section2(51) and Section 203 of the Act:
a) Mr. Sanjeev Saxena - Whole-Time Director
b) Mr. Sagato Mukerji - Whole-Time Director
c) Mr. Amit Jain Company Secretary ( up to 06th June2020)
d) Mr. Sanjeev Kumar Company Secretary (w.e.f 12th June2020)
e) Mr. Animesh Banerjee Chief Executive Officer (Up to 31st December 2020)
f) Mr. Vinod Kumar Gupta Chief Executive Officer ( w.e.f. 12th February2021)
g) Mr. Vinay Jindal Chief Financial Officer
However after the end of financial year 2020-2021 following changes take place:
Mr. Devinder Kumar Rithaliya Whole-Time Director has been appointed as additionaldirector to the Board w.e.f. 28th May 2021.
Mr. Amit Ganguly has been appointed as Chief Financial Officer of the company w.e.f. 28thMay 2021 in place of Mr. Vinay Jindal Chief Financial Officer who had resigned from hisoffice w.e.f. 28th May 2021 due to his personal commitments.
Mr. Sagato Mukerji Whole-Time Director has resigned from his office w.e.f. 28thMay 2021.
13. CHANGE IN NATURE OF BUSINESS IF ANY
There was no change in the nature of business during the year under review.
14. STATEMENT OF BOARD OF DIRECTORS
The Board of Directors of the Company are of the opinion that all the IndependentDirectors of the Company appointed/ re-appointed during the year possesses integrityrelevant expertise and experience required to best serve the interest of the Company. TheIndependent Directors have confirmed compliance of relevant provisions of Rule 6 of theCompanies (Appointments and Qualifications of Directors) Rules 2014.
I. DIVERSITY OF THE BOARD
The Company believes that diversity is important to the work culture at anyorganization. In particular a diverse Board among others will enhance the quality ofdecisions by utilizing different skills qualifications and professional experience forachieving sustainable and balanced development.
II. REMUNERATION POLICY
In pursuance of the provisions of Section 178 of the Companies Act 2013 andListing Regulations the Company has formulated a Remuneration Policy which is availableat Companys website at https://www.jindalpoly.com/Uploads/image/115imguf_Remuneration-Policy.pdf
The Remuneration Policy inter-alia includes the appointment criterion &qualification requirements process for appointment & removal retirement policy andremuneration structure & components etc. of the Directors KMP and other seniormanagement personnel of the Company. As per the Remuneration Policy a person proposed tobe appointed as Director KMP or other senior management personnel should be a person ofintegrity with high level of ethical standards. In case of appointment as an independentdirector the person should fulfill the criteria of independence prescribed under theCompanies Act 2013 rules framed thereunder and the Listing Regulations. The Remuneration
Policy also contains provisions about the payment of fixed & variable components ofremuneration to the Whole-Time Director and payment of sitting fee & commission to thenon-executive directors and describes fundamental principles for determination ofremuneration of senior management personnel and other employees.
III. DISCLOSURES UNDER THE COMPANIES ACT 2013 RULES THERE UNDER AND SECRETARIALSTANDARDS
a. The Paid-up Equity Share Capital of the Company as on 31.03.2021 was Rs 43.78 Crore.Your Company has not issued any shares during the Financial Year 2020-2021.
b. No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
c. With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered into by theCompany during the Financial Year were in the ordinary course of business and on anarms length basis. The details of the related party transactions as required underAccounting Standard are set out in
Note 42 to the standalone financial statements forming part of this Annual Report.No Material Related Party Transactions i.e. transactions amounting to ten percent or moreof the annual consolidated turnover as per the last audited financial statements wereentered during the year by your Company. Accordingly the disclosure of Related PartyTransactions to be provided under section 134(3)(h) of the Companies Act 2013 in FormAOC 2 is not applicable.
As per the Listing Regulations all related party transactions are placed before theAudit Committee for approval. Prior omnibus approval of the Audit Committee has beenobtained for the transactions which are of foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval are presented to the AuditCommittee by way of a statement giving details of all related party transactions. TheCompany has developed a Related Party
Transactions Policy for the purpose of identification and monitoring of suchtransactions and can be accessed on the Companys website at https://www.jindalpoly.com/Uploads/image/114imguf_Policy-on-Related-Party-Transactions.pdf
d. The details forming part of the extract of the Annual Return in Form MGT-9as required under Section 92 of the Act has been uploaded on Companys website i.e. https://www.jindalpoly.com/download-reports
e. The following information is given in the Corporate Governance Report attached tothis Report:
i. The performance evaluation of the Board the Committees of the Board Chairpersonand the individual Directors;
ii. The Composition of Audit Committee;
iii. The details of establishment of Vigil Mechanism;
iv. Details of unclaimed Dividend and Shares transferred to IEPF during 2020-2021;and
f. The Company has no Employee Stock Option Plan for the Employees of the Company andits Subsidiaries.
g. The particulars of loans and guarantees given and investments made under Section 186of the Companies Act 2013 are given in the Notes to the Financial Statements. During theyear the auditors and the secretarial auditors have not reported any fraud under Section143(12) of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014. h.The Company has complied with the applicable Secretarial Standards prescribed underSection 118(10) of the Companies Act 2013.
IV. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby state that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made from the same;
b. The Directors have 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 as at March 31 2021 and of the profitand loss of the Company for the year ended March 31 2021;
c. The Directors have taken proper and sufficient care 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 have prepared the annual accounts on a going concern basis;
e. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
15. INTERNAL FINANCIAL CONTROLS
The Company has policies and procedures in place for ensuring orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.
16. INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board hasappointed M/s. B.K. Shroff & Co. Chartered Accountants (FRN 302166F) as InternalAuditor for conducting the Internal Audit of the Company for the financial year 2021-2022.
17. AUDITORS AND COST AUDITORS
The Notes to the Financial Statements read with the Auditors Reports areself-explanatory and therefore do not call for further comments or explanations. Therehas been no qualification reservation adverse remark or disclaimer in the AuditorsReport.
The shareholders of the Company at their 43rd AGM held on Saturday 19thAugust 2017 has appointed M/s. Singhi & Co. Chartered Accountants (Firm RegistrationNo. 302049E) as Auditor of the Company to hold office for a term of 5 (five) consecutiveyears from the conclusion of 43rd AGM of the Company till the conclusion of 48th AGM ofthe Company.
The Board of Directors of the Company had appointed M/s. R.J. Goel & Co. CostAccountants for conducting audit of cost accounts of the Company as applicable for thefinancial year 2021-2022.
As required under the Companies Act 2013 and rules framed thereunder your Directorsare seeking ratification from the members of the Company for the remuneration payable toM/s. R.J. Goel & Co. Cost Accountants. Further we confirm that we have in complianceof maintenance of cost records as specified by the Central Government under sub-section(1) of Section 148 of the Companies Act 2013
18. SECRETARIAL AUDIT
In pursuance of the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors of the Company had appointed M/s DMK Associates Practicing Company Secretariesfor conducting secretarial audit of the Company for the financial year 2021-2022. TheSecretarial Audit Report issued by the aforesaid Secretarial Auditors is attached as AnnexureB to this Report.
There has been no qualification reservation observation disclaimer or adverse remarkin the Secretarial Audit Report.
19. SECRETARIAL STANDARDS
During the Financial Year 2020-2021 the Company has complied with applicableSecretarial Standards issued by the Institute of the Company Secretaries of India.
20. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the Financial Year2021-2022 to the NSE and the BSE where the Companys equity shares are listed.
21. ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Companies Act 2013 and rule 12(1)of the Companies (Management and Administration) Rules 2014 the Annual Return of theCompany is available on the website of the Company at the link: https://www.jindalpoly.com/download-reports
22. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Details of unclaimed Dividend and Shares transferred to IEPF during Financial year2020-21 are given in Corporate Governance Report.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company have duly complied with the provision of Section 186 of the Companies Act2013 during the year under review. The details of loans guarantees and investments arecovered in the notes to the Financial Statements
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review no significant / material orders were passed by theregulators or the Courts or the Tribunals impacting the going concern status and theCompanys operations in future
25. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The energy efficient operation of the plants results into manifold benefits in the formof saving of natural and financial resources and reduction of carbon footprint. TheCompany takes continuous initiatives to make its manufacturing facilities energyefficient. The requisite information with regard to conservation of energy technologyabsorption and foreign exchange earnings and outgo in terms of the Companies (Accounts)Rules 2014 is set out in Annexure C attached to this Report.
26. RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the risk assessmentand minimization procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework.
27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has devised a vigil mechanism in the form of a Whistle Blower Policy inpursuance of provisions of Section 177(10) of the Companies Act 2013 and details whereofis available on the Companys website at https://www.jindalpoly.com/Uploads/image/125imguf_WHISTLEBLOWERPOLICY.pdf
During the year under review there was no complaint received under this mechanism.
28. EVALUATION OF BOARDS PERFORMANCE
On the advice of the Board of Directors the Nomination and Remuneration Committee hasformulated the criteria for the evaluation of the performance of Independent DirectorsNon-Independent Directors and the Chairman of the Board. The Independent Directors of theCompany have also convened a separate meeting for this purpose. All the results andevaluation have been communicated to the Chairman of the Board of Directors.
During the year the Company has not accepted any deposits from the public underChapter V of the Companies Act 2013. There was no public deposit outstanding as at thebeginning and at the end of the financial year 2020-2021.
30. PARTICULARS OF EMPLOYEES
The human resource is an important asset which has played pivotal role in theperformance and growth of the Company over the years. Your Company maintains very healthywork environment and the employees are motivated to contribute their best in the workingof the Company. The information required to be disclosed in pursuance of Section 197 ofthe Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure D to this Report.
The information pursuant to Section 197(12) of the Companies Act 2013 read with Rule5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 pertaining to the top ten employees in terms of remuneration drawn and theirother particulars also form part of this report. However the report and the accounts arebeing sent to the members excluding the aforesaid annexure.
In terms of Section 136 of the Act the said annexure is open for inspection at theRegistered Office of the Company. Any shareholder interested in obtaining a copy of thesame may write to the Company Secretary at firstname.lastname@example.org
31. BUSINESS RESPONSIBILITY REPORT
Pursuant to regulation 34(2)(f) of the SEBI(LODR) Regulations 2015 BusinessResponsibility Report for the year is presented in a separate section forming part of theAnnual Report as Annexure E.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 Your Company has in place a policy on prevention of SexualHarassment at workplace. This policy is in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.
As per the said Policy an Internal Complaints Committee is also in place toredress complaints received regarding sexual harassment. There was no complaint receivedfrom an employee during the financial year 2020-2021 and hence no complaint is outstandingas on March 31 2021 for redressal.
33. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY
There were no material changes / commitments affecting the financial position of theCompany or that may require disclosure between March 31 2021 and the date ofBoards Report.
Your Directors would like to express their gratitude to financial institutions Banksand various State and Central Government authorities for the co-operation extended to theCompany. Directors also take this opportunity to thank the shareholders customerssuppliers and distributors for the confidence reposed by them in the Company. Theemployees of the Company contributed significantly in achieving the results.
Your Directors take this opportunity to thank them and hope that they will maintaintheir commitment to excellence in the years to come.
| ||For and on behalf of Board of Directors |
| ||Sd/- ||sd/- |
| ||Devinder Kumar Rithaliya ||Rathi Binod Pal |
|Date: 26 August 2021 ||Whole-Time Director ||Director |
|Place: New Delhi ||DIN: 01417408 ||DIN: 00092049 |