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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

To

The Members

Jolly Plastic Industries Limited

Your Directors have pleasure in presenting the 35th Annual Report togetherwith the Audited Statement of accounts of the Company for the financial year ended March31 2017.

FINANCIAL RESULTS HIGHLIGHTS

(Amount in Rs.)

STANDALONE

31.03.2017 31.03.2016
Total Revenue 2505000 2518700
Profit Before Depreciation 354797 24901
Less: Depreciation - 2058
-Profit/(Loss) after depreciation 354797 22843
Less: Tax Expenses 159292 -
Profit /(Loss) after Tax 294825 22843
Reserve and surplus 1610390 1315565

ECONOMIC SCENARIO

After liberalization of the economy in 1992 the Government of India has been quitesupportive of industry in general taking many steps over the years for the conducivegrowth of business. These measures favouring economic growth are being continuously takenby the Indian Government irrespective of the change in power. The Government of India isendeavoring to achieve GDP growth of more than 7.5% in the next 10 years. It is quitepossible that plastics could grow at 16% based on historical performance.

After a rapid change in the Indian Market during the financial year 2016-17 there wasintroduction of Newly elected government at the centre and due to change spreading thepositive sentiments in the market regarding the new era and related to the variousindustries. The new government has ushered a new hope development and vision to create arobust economy for India.

FUTURE OUTLOOK

The outlook of the economic growth across the globe with positive vibrations will fuela growth and demand recovery at the present moment there is a lull in the market and themanagement is looking forward for changing situation in the global market. While optimismrears for new vigour and thrust like emphasis on colour ways and new designs it isexpected these changes will bring in positive response from the overseas buyers and willtrigger growth and profitability in due course of time.

DIVIDENDS

The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2016-17.

OPERATIONS

The Revenue from operation during the year under review was Rs. 25 05000 /- asagainst Rs. 25 18700/- in the previous year. The Profit after tax was Rs. 354797 duringthe year under review as against the Rs. 22843/- in the previous financial year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2017 was Rs. 6.67 Crores. During theyear under review the company has not issued any shares or any convertible instruments.

RESERVES

The Company has not transferred any sum to Reserve for the financial year ended on 31stMarch 2017.

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of the business of the Company and there were nomaterial changes and commitment affecting the financial position of the Company occurringbetween March 31 2017 and the date of this report.

CONSOLIDATED ACCOUNTS

As both the subsidiary company incorporated in month of March 2017 so as per section2(41) of the Companies Act 2013 the preparation of financial statement of SubsidiaryCompany does not required.

MAIOR IMPLICATIONS UNDER COMPANIES ACT. 2013

As required by the Companies Act 2013 your Company has constituted followingcommittees and their policies namely:

S Nomination and Remuneration Committee & Policy S Reconstitute StakeholderRelationship Committee S Insider Trading Policy.

In addition other committees are required to constitute under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Companies Act 2013 andother act applicable to the company.

All other changes as required by the Act have been in place and we re-affirm ourcommitment to the highest level of Corporate Governance.

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.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

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

The particulars relating to conservation energy technology absorption and ForeignExchange earnings and outgo is required to be disclosed pursuant to the provision ofSection 134 of the Act read with the Companies (Accounts) Rules 2014 are provided in "Annexure A” to this report.

INDUSTRIAL RELATIONS

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

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All contracts/ arrangement/ transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on arm length basis.During the year the company has not entered into any contracts / arrangements/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions. The prescribedform AOC-2 is enclosed as Annexure-B and forms part of the report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your board has a Non- Executive Chairman and the number of Independent Directors is onethird of the total strength of Directors. The composition of the board is in conformitywith the Provisions of Companies Act 2013 and Listing Regulation 2015.

Your Board of directors consists of the following Four directors:

1. Mr. Braj Mohan Singh (Chairman Independent Director Chief Financial Officer);
2. Mr. Kishore Saxena (Non Executive Independent) and;
3. Mr. Shyam Mohan Mittal (Managing Director)
4. Ms. Payal Agarwal (Non Executive Independent Director)
5. Mr. Atul Kumar Agarwal (Non executive Director)

At the Annual General Meeting of the company held on 29th September 2017 Inaccordance with the provisions of Companies Act 2013.

Mr. Shyam Mittal Mohan Managing director is the Key Managerial Personnel of the Companyas per the provisions of Sections 2(51) and 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of managerial Personnel) Rules 2014.

Ms. Ayushi Agarwal Director of the Company resigned from the services of the Companywith effect from 01 April 2016.

Mr. Atul Kumar Agarwal (DIN-00022779) who was appointed as an Additional Director ofthe Company by the Board of Directors with effect from 23rd August 2017. Anotice pursuant to Section 160 of the Companies Act 2013 along with deposit of requisiteamount has been received from a member signifying his intention to propose him as acandidate for the office of Director.

Statement on Declaration given by the Independent Director

As required under Section 149(7) of the Companies Act 2013 all the IndependentDirectors have given their respective declarations that they meet the criteria ofIndependence as specified in section 149(6) of the companies Act 2013.

The details of training and familiarization programme and Annual Board Evaluationprocess for Directors have been part of this report. The policy on Director's appointmentand remuneration including criteria for determining qualifications positive attributesindependence of Director and also remuneration for Key Managerial Personnel and otheremployees also forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the director state that to thebest of their knowledge and belief and according to the information and explanationsobtained by them:

a) That in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;.

b) That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2017 and of the profit of the Company for the year ended on thatdate;

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 financial statement on a going concernbasis.

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.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has constituted a Nomination and Remuneration Committee and formulated thecriteria for determining the qualification positive attributes and independence of aDirector. The Nomination and Remuneration Committee has recommended to the board a policyrelating to the remuneration for Directors Key managerial Personnel and other employeesas required under Section 178(1) of the Companies Act 2013. The Criteria inter aliaincludes a person to be appointed on the board of the Company should possession inaddition to the fundamental attributes of Character and integrity appropriatequalifications skill experience and knowledge in one or more fields of engineeringbanking management finance marketing and legal approve track record etc.

As required under the provisions of Sections 197(14) of the Companies Act 2013 theExecutive Director of the Company confirm that they do not receive any remuneration orcommission from any subsidiary of the Company.

BOARD EVALUATION

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.

The Board evaluated the performance of the board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc

The board evaluated the performance of the committees after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 7 (Seven) Board Meetings dated 30/05/2016 05/07/2016 25/07/2016 13/08/201601/09/2016 12/11/2016 and on 13/02/2017. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

COMPOSTION OF AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Designation
Braj Mohan Singh Chairman
Shyam Mittal Mohan Member
Kishore Saxena Member

MEETING OF AUDIT COMMITTEE

There were 4 (Four) Audit Committee Meetings were held during period on dated30/05/2016 13/08/2016 12/11/2016 and 13/02/2017 were convened and held. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:

Name Designation
Braj Mohan Singh Chairman
Shyam Mittal Mohan Member
Kishore Saxena Member

STAKEHOLDER RELATIONSHIP COMMITTEE

The company is having a Stakeholder Relationship Committee comprising of the followingdirectors:

Name Designation
Braj Mohan Singh Chairman
Shyam Mittal Mohan Member
Kishore Saxena Member

SUBSIDIARY COMPANIES. IOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2017 the Company has two Wholly Owned Subsidiary namely:-

• Rusv RealEstate Limited incorporated on 06th March 2017

Rusv Real Estate Limited a wholly owned subsidiary of the company engaged in RealEstate Business.

• Sachu Real Estate Limited incorporated on 03rd March 2017

Sachu Real Estate Limited a wholly owned subsidiary of the company engaged in RealEstate Business.

CONSOLIDATED FINANCIAL STATEMENT

As both the subsidiary company incorporated in month of March 2017 so as per section2(41) of the Companies Act 2013 the preparation of financial statement of SubsidiaryCompany does not required.

COMPLIANCE WITH THE CODE OF CONDUCT

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.

SECURITIES AND EXCHANGE BOARD OF INDIA fLISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS!REGULATIONS. 2015

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2ndSeptember2015of Securities and Exchange Board of India (Listing Obligations And DisclosureRequirements) Regulations 2015 the Paid up equity capital as on the last day of previousfinancial year i.e. on 31st March 2017 was Rs. 65254000 and Net Worth was Rs.46187798.

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 fb) to fi) of subregulation f2) of regulation 46 and Para C D and E of ScheduleV shall not apply in our

Company.

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.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

M/S GOYAL & KEDIA CHARTERED ACCOUNTANTS performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime. The Company has adequate system of internal control to safeguard and protect fromloss unauthorized use or disposition of its assets.

All the transactions are properly authorized recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements. The internal auditor of thecompany checks and verifies the internal control and monitors them in accordance withpolicy adopted by the company. In each period whether productive or non-productive theCompany continues to ensure proper and adequate systems and procedures commensurate withits size and nature of its business.

All internal Audit findings and control systems are periodically reviewed by the AuditCommittee of the Board of Director which provides strategic guidance on Internal Control.

VIGIL MECHANISM POLICY / 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.This policy is explained in corporate governance report and also posted on the website ofcompany.

AUDITORS REPORTS/ SECRETARIAL AUDIT REPORTS:

M/S MOON AND COMPANY CHARTERED ACCOUNTANT (FRN 0024693N) who have been theappointed as a Statutory Auditors of the Company at the last AGM but subject to theratification by members at every consequent Annual General Meeting. Thereforeratification of appointment of Statutory Auditors is being sought from the members of theCompany at the ensuing AGM.

SECRETARIAL AUDITORS

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 K S MANISH & ASSOCIATES COMPANY SECRETARY IN WHOLE TIME PRACTICE toundertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure C”.

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH 2017

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 as a part of this Annual Report as "ANNEXURE D”.

HUMAN RESOURCES

Your Company's Human Resource agenda remained focused on reinforcing the key thrustareas; being the employer of choice on campus building an inclusive culture and a strongtalent pipeline institutionalizing mission critical capabilities in the organizationdriving greater employee engagement and continuing to focus on progressive employeerelation policies. The management has always carried out systematic appraisal ofperformance and imparted training at periodic intervals. The company has always recognizedtalent and has judiciously followed the principle of rewarding performance.

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 appropriate are taken tomitigate the same.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The company has one Executive Director and due to financial constraints being faced bythe company he has forgone remuneration.

Further no sitting fees have paid to any director during the year.

However as per the provisions of section 136 of the Companies Act 2013 the report andaccounts are being sent to all shareholders of the Company excluding the aforesaidinformation. Any shareholder interested in obtaining a copy of the particulars may writeto the Company's Registered Office.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toBSE where the Company's Shares are listed.

Other Disclosure

The Directors confirm that during the financial year under review:-

• No significant and material order has been passed against the company by anyRegulator or court or Tribunal Which will impact the going concern status of the Company'soperations;

• There was no issue of Equity Shares with differential rights as to dividendvoting or otherwise; there was no issue of shares (including Sweat Equity Shares) to theemployees of the Company under any scheme.

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 and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.

Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.

Date: 01.09.2017 for and on behalf of the Board
Place: Delhi Jolly Plastic Industries Limited
Braj Mohan Singh
DIN:05229527
Chairman