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Jolly Plastic Industries Ltd.

BSE: 507968 Sector: Industrials
NSE: N.A. ISIN Code: INE289M01016
BSE 05:30 | 01 Jan Jolly Plastic Industries Ltd
NSE 05:30 | 01 Jan Jolly Plastic Industries Ltd

Jolly Plastic Industries Ltd. (JOLLYPLASTIC) - Director Report

Company director report

To

The Members

Jolly Plastic Industries Limited

Your Directors have pleasure in presenting the 40th Annual Report of theCompany together with the Audited Accounts for the financial year ended March 31 2021.

FINANCIAL SUMMARY OR HIGHLIGHTS

(Amount in Rs.)

PARTICULARS F.Y. 2020-21 F.Y. 2019-20
Sales/ Income from operations 312216672 178207127
Total Expenses (312204115) (178583812)
Profit/ (loss) before exceptional item and tax 12557 (376685)
Less: Exceptional Items 0 473426
Profit/ (loss) before tax for the year 12557 96741
Less: Income tax and deferred tax expenses (3265) (25153)
Profit after tax for the year 9292 71588
Other Comprehensive Income/ Loss 0 0
Net Profit/ Loss for the Year 9292 71588

CHANGE IN NATURE OF BUSINESS

During the year there was no change in nature of business of the company.

COMPANY'S PERFORMANCE

Company has been indulged in the enhancement of shareholder value through soundbusiness decisions prudent to financial management and high standard of ethics throughoutthe organization.

RESERVE

The Board of the company has transferred '9292.00/- to reserves for future growth andexpansion of the company.

DIVIDEND

The Board has not recommended any dividend for the year 2020-21 and therefore there isno liability arises for the payment of Dividend Distribution Tax (DDT).

MATERIAL CHANGES AND COMMITMENT THAT AFFECT THE COMPANY'S FINANCIAL POSITION

There was no material change during the year 2020-21 that affect the financial positionof company and therefore no requirement was raised to disclose remedial measures.

GENERAL INFORMATION OF COMPANY

Management has overviewed of the industry in respect of our company and observed thatthere was no important change in industry during the last year 2020-21 which had impactson company's performance.

DIRECTORS

Composition of Board of Directors:-

S.NO. NAME DESIGNATION
1. Mr. Atul Kumar Agarwal Non Executive Director
2. Mr. Braj Mohan Singh Managing Director cum Chief Financial Officer
3. Mrs. Payal Agarwal Non Executive Director
4. Mr. Rajesh Kumar Vaid Non Executive Independent Director
5. Mr. Adesh Kumar Agarwal Non Executive Independent Director

DETAILS OF DIRECTORS /KMP WHO HAVE APPOINTED OR RESIGNED DURING THE YEAR:

S.NO. NAME EVENT
1. Mr. Shyam Mohan Mittal Resigned from the post of Managing Director due to health issue on 31.12.2020

ROTATION OF DIRECTOR

Mr. Atul kumar Agarwal (DIN- 00022779) is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for reappointment.

SUBSIDIARY COMPANIES. IOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2021 the Company has no Subsidiary Joint- Venture orAssociate Company.

CONSOLIDATED FINANCIAL STATEMENT

As company has no Subsidiary Joint- Venture or Associate Company the provision forpreparation of consolidated Financial Results is not applicable to company.

DEPOSITS

During the year under review the Company has not accepted any deposit falling withinthe meaning of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year there was no significant and material order passed by any regulators orcourt or tribunal which would impact the going concern status and company's operations infuture.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.

CAPITAL AND DEBT STRECTURE

The Authorized Capital of the company is ' 120000000.00/- and paid up Equity ShareCapital as on 31st March 2021 was 66764000.00/- each @ 1/- per share. Therewas no change in the capital structure of company and company has not issued any new shareor convertible securities during the year 2020-21. The Company not issued shares withdifferential voting rights nor granted stock options nor sweat equity. Instead of abovethat the company was not issued any debentures bonds warrants or any non convertiblesecurities during the year 2020-21.

The company has not held any shares in trust for the benefit of employees where thevoting rights are not exercised directly by the employees.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal Audit functions reports to the Chairman of theAudit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internalcontrol systems in the company. It's compliances with operating systems accountingprocedure and policies at all locations of the Company.

M/s ANVC & Co. Chartered Accountants (FRN No: 028429N) acts as an Internal Auditorof the Company.

Business Risk Assessment procedures have been set in place for self-assessment ofbusiness risks operating controls and compliance with Corporate Policies. There is anongoing process to track the evolution of risks and delivery of mitigating action plans.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year six (6) Board Meetings held. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.

During the year Financial Year from 1st April 2020 to 31stMarch 2021 the board of directors met six (6) times 10.07.2020 03.09.2020 14.09.202010.11.2020 31.12.2020 and 11.02.2021.

INDEPENDENT DIRECTORS

S. No. NAME DESIGNATION
1. Mr. Mr. Rajesh Kumar Vaid Non Executive(Independent Director)
2. Mr. Adesh Kumar Agarwal Non Executive(Independent Director)

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors report as under:

a) That in the preparation of the annual accounts the applicable accounting standardshave been followed.

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company for that period.

c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.

f) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

DECLARATION BY INDEPENDENT DIRECTOR

There are two (2) Independent Directors i.e. Mr. Rajesh Kumar Vaid and Mr. Adesh KumarAgarwal. The company has received necessary declaration from both Directors under section149 of the companies Act 2013 and that the Independent Directors have complied with theCode for Independent Directors prescribed in Schedule IV to the Companies Act 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive non-executive andindependent Director to maintain the independence of the Board and separate its functionsof governance and management. As of March 31 2021 the Board had Five (5) Directors.

The Policy of the company on director's appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of section 178 of Companies Act 2013is in place and maintained by company as per law.

EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION. RESERVATION AND ADVERSE REMARK

There was no qualification reservation and adverse remark given by Statutory AuditorSecretarial Auditor or Cost Auditor in their audit reports.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees or securities and no investment madeduring the year 2020-21 covered under the provisions of section 186 of the Companies Act2013.

COMMITTEE OF BOARD

The Company's Board has the following mandatory committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

AUDIT COMMITTEE

The Audit committee has three (3) directors as members in the committee from which twothird (2/3) of the members were independent directors and all the members of auditcommittee were financially literate members of audit committee have accounting or relatedfinancial management expertise.

The Audit Committee of the Company duly constituted by the following members:-

i) Mr. Rajesh Kumar Vaid*

ii) Mrs. Payal Agarwal

iii) Mr. Adesh Kumar Agarwal

iv) Mr. Shyam Mohan Mittal**

Mr. Shyam Mohan Mittal resigned on 31.12.2020 and Mr. Rajesh Kumar Vaid appointed on15.06.2021.

During the year F.Y. 1st April 2020 to 31st March 2021 theAudit Committee met four (4) which are held on 10.07.2020 14.09.2020 10.11.2020 and11.02.2021

The Minutes of the Meetings of the Audit Committee are discussed and taken note by theboard of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The Composition of the Audit Committee and their Attendance at the Meeting:

Category / Designation No. of Meetings Attendance
Name Of Members Held Attended Percentage (%)
Mr. Adesh Kumar Agarwal Chairperson 4 4 100
Mr. Shyam Mohan Mittal Member 4 3 75
Mrs. Payal Agarwal Member 4 4 100

No sitting fees have been paid to any director during the year. The remuneration paidto all Key management Personnel was in accordance with remuneration policy adopted by thecompany. All members have attended the meeting in person.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company duly constituted by thefollowing members:-

i) Mr. Rajesh Kumar Vaid

ii) Mrs. Payal Agarwal

iii) Mr. Shyam Mohan Mittal

iv) Mr. Adesh Kumar Agarwal

Mr. Shyam Mohan Mittal has resigned on 31.12.2020

Mr. Rajesh Kumar Vaid becomes the chairman of the committee w.e.f. 15.06.2021.

The Committee met 4 (Four) times on 10.07.2020 14.09.2020 10.11.2020 and 11.02.2021during the financial year ended March 31 2021.

The Composition of the Nomination and Remuneration Committee and Their Attendance atthe Meeting:

Name Of Members Category / Designation No. of Meetings Attendance Percentage (%)
Held Attended
Mr. Adesh Kumar Agarwal Chairperson 4 4 100
Mr. Shyam Mohan Mittal Member 4 3 75
Mrs. Payal Agarwal Member 4 4 100

No sitting fees have been paid to any director during the year. The remuneration paidto all Key management Personnel was in accordance with remuneration policy adopted by thecompany. All members have attended the meeting in person.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company duly constituted by thefollowing members:-

i) Mrs. Payal Agarwal

ii) Mr. Atul Kumar Agarwal

iii) Mr. Adesh Kumar Agarwal

The Committee met 4 (Four) times on 10.07.2020 14.09.2020 10.11.2020 and 11.02.2021during the financial year ended March 31 2021.

The Composition of the Stakeholder Relationship Committee and Their Attendance at theMeeting:

Category / Designation No. of Meetings Attendance
Name Of Members Held Attended Percentage (%)
Mr. Adesh Kumar Agarwal Chairperson 4 4 100
Mr. Atul Kumar Agarwal Member 4 4 100
Mrs. Payal Agarwal Member 4 4 100

No sitting fees have been paid to any director during the year. The remuneration paidto all Key management Personnel was in accordance with remuneration policy adopted by thecompany. All members have attended the meeting in person.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance its Committees as well as the Directors individually.

The outcome of the Board evaluation was discussed by the Nomination & RemunerationCommittee and at the Board Meeting held on 11th February 2021 and improvementareas were discussed.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2021 one (1) meeting of the Independent Directors was held on 10thNovember 2020. The Independent Directors inter-alia reviewed the performance ofNon-Independent Directors Board as a whole and Chairman of the Company taking intoaccount the views of executive directors and non-executive directors.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section143 of the Act read with relevant Rules framed there under either to the Company or to theCentral Government.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company withthe Promoters Key Management Personnel or other designated persons which may havepotential conflict with interest of the Company at large. The AOC-2 as per the CompaniesAct 2013 has been attached herewith under "Annexure A".

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company needs not to comply with the provisions of Section 135 of Companies act2013 as the company does not fall in eligibility criteria of Corporate SocialResponsibility initiatives.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 134 (3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology absorption and Foreign Exchange earnings and outgo is annexed in "Annexure B" herewith and forming part of this report.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all level.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode requires pre-clearance for dealing in the Company's shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with thecode.

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st March. 2021

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is place on Company's website Link:- http://jollyplasticindustriesltd.in/.

SECRETARIAL AUDIT REPORTS

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S Richa Dhamija And Company (Practicing Company Secretary Firm) to undertakethe Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure C" in the FormMR-3.

AUDITORS REPORTS

M/S MOON AND COMPANY CHARTERED ACCOUNTANT (FRN 0024693N) who have been the StatutoryAuditor of the Company for the F.Y. 2016-2021 for the term of Five (5) Years their termhas been expired.

M/S MOON AND COMPANY hereby again appointed for the term five (5) year for the F.Y.20212026 as Statutory Auditor of the Company.

As per the MCA Notification Dated 7th May 2018 read with The Companies(Amendment) Act 2017 also read with section 139 of Companies Act 2013 there is no needto ratify the term of auditor in every ensuing Annual General Meeting till thecontinuation of his term. Hence no resolution required to be inserted for ratification ofStatutory Auditor. The Independent Auditor Report is annexed herewith.

EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR- SECRETARIAL AUDITOR

There are no qualifications in Secretarial Auditor's and Statutory Auditor's in theirreports that company board has to provide explanation.

COMPLIANCE WITH SECRETARIAL STANDARD

All the applicable Secretarial Standard was complied by company during the year2020-21. Applicable Secretarial Standard-1 and Secretarial Standard-2 took inconsideration while meeting of Board of Directors and General meetings are conductedduring the year. Secretarial Standard-4 was considered for preparation of Board Report ofcompany during the year 202021.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT. 2013

The company has complied with the provision relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013 and also SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as follows:

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end of the financial year : Nil

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS)REGULATIONS. 2015

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2ndSeptember2015 of Securities and Exchange Board of India (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Paid up equity capital as on the last dayof previous financial year i.e. on 31st March 2020 was 66764000.00/- and NetWorth was 67965417.00/-

Therefore in terms of the said circular the compliance with the corporate governanceprovisions as specified in Regulations 17 18 19 20 2122 23 24 25 26 27 andclauses

(b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule Vshall not apply in our Company.

CODE OF CONDUCT COMPLIANCE

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company.

PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act 2013 read with Companies(Particulars of Employees) Rules 1975 are given in the statement which from a part ofthis report. However as per the provisions of section 136 of the Companies Act 2013 thereport and accounts are being sent to all shareholders of the Company excluding theaforesaid information. Any shareholder interested in obtaining a copy of the particularsmay write to the Company's Registered Office.

LISTING WITH STOCK EXCHANGES

The Company has not paid the Annual Listing Fees for the year 2021-22 so far to BSEwhere the Company's Shares are listed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered bythe employees of the Company. They are grateful to shareholders bankers depositorscustomers and vendors of the company for their continued valued support. The Directorslook forward to a bright future with confidence.

CAUTIONARY STATEMENT

The statements contained in the Board's Report contain certain statements relating tothe future and therefore are forward looking within the meaning of applicable securitieslaws and regulations various factors such as economic conditions changes in governmentregulations tax regime other statues market forces and other associated and incidentalfactors may however lead to variation in actual result.

For and on behalf of the Board Jolly Plastic Industries Limited
Place: Delhi Atul Kumar Agarwal Braj Mohan Singh
Dated: 03.09.2021 (DIN:00022779) (DIN:05229527)
( Director) (Director)

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