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Jumbo Bag Ltd.

BSE: 516078 Sector: Industrials
NSE: JUMBO ISIN Code: INE699D01015
BSE 00:00 | 18 Feb 14.60 0.60






NSE 05:30 | 01 Jan Jumbo Bag Ltd
OPEN 13.55
52-Week high 19.11
52-Week low 12.00
P/E 5.68
Mkt Cap.(Rs cr) 12
Buy Price 13.60
Buy Qty 95.00
Sell Price 14.70
Sell Qty 40.00
OPEN 13.55
CLOSE 14.00
52-Week high 19.11
52-Week low 12.00
P/E 5.68
Mkt Cap.(Rs cr) 12
Buy Price 13.60
Buy Qty 95.00
Sell Price 14.70
Sell Qty 40.00

Jumbo Bag Ltd. (JUMBO) - Director Report

Company director report

To the Members

Your Directors present their 28th Annual Report together with the audited statement ofaccounts of the Company for the financial year ended 31st March 2018


PARTICULARS 2017-18 2016-17
SALES AND OTHER INCOME 10741.11 10090.43
INTEREST 379.22 433.02
DEPRECIATION 179.18 169.08
PROFIT/ (LOSS) BEFORE TAX 144.65 108.50
TAX EXPENSES 35.37 46.94
PROFIT/ (LOSS) AFTER TAX 109.28 61.56


The Accounting Standard Ind AS become applicable for the company with effect from 1stApril 2017 and this is the first financial year where yearly accounts are presented basedon the new standards. The figures for the previous year 2016-17 has been accordinglyadjusted as per the new Ind AS requirements.

Despite the constraints due to some external factors such implementation of GST whichcame to effect from July 2017 and increasing crude oil prices your company was able toput up satisfactory performance during the financial year 2017-2018.

During the year the Company crossed Rs. 100 crores turnover achieving total revenue ofRs. 10741.11 lakhs. The Company made a net profit of Rs. 109.28 lakhs during the financialyear 2017-18 against Rs.61.56 lakhs in the previous year. Though there has been continuouspressure on margins due to increase in raw material prices and intense competition theCompany showed improved results by increasing the efficiency of the units and implementingvarious cost control measures. The new unit of the Company at Thiruvallur District ofTamil Nadu which commenced production in May 2017 also contributed in increased turnoverof the Company. During the year the Company initiated legal proceedings for the insuranceclaim on fire accident occurred in the year 2013 at its factory in Athipedu Tamil Nadu.The Company has made claims from insurance companies with respect to loss of stock andfixed asset during the fire. A partial claim of Rs. 1.73 crores was already received whilethere has been no further payment on the remaining claims.

On the performance of the trading division where the Company is a distributor forIndian Oil Corporation Limited (IOCL) during the year division recorded increase in salesof 4.86% against the drop of 38% in the previous financial year 2016-17. Though the saleswere affected due to implementation new tax reforms (GST) in the 1st quarter and shutdownof IOCL plant due to maintenance in the 2nd quarter the overall performance of thedivision has improved. The new plant that is being constructed by IOCL at Paradip isexpected to start operations in this financial year which will further improve theavailability of stocks to meet the market requirement.


In accordance with section 152 of the Companies Act 2013 Sri G. Radhakrishna (DIN:00279233) will retire by rotation at this ensuing Annual General Meeting. He beingeligible offers himself for re-appointment. The subject forms part of the ordinarybusiness in the Notice of the 28th Annual General Meeting.

During the financial year the Company had to bear a huge loss with the death of Sri.K.J.M Shetty (DIN: 00033296) Independent Director and Chairman of the Board on 14thOctober 2017. The Board expresses its heart felt grief on this irreparable loss.

Smt. Renuka Mohan Rao (DIN: 07542045) has been guiding the Board after her appointmentas Chairman with effect from 12th December 2017.

Sri M.V. Ananthakrishna (DIN: 00897536) Independent Director resigned from the Board ofyour Company with effect from 6th November 2017. He has been re-appointed by the Boardfor the second term with effect from 26th May 2018 which forms part of the notice forshareholders approval.

Sri Mutyala Rama Rao (DIN: 01172111) resigned from the Board with effect from 17thNovember 2017.

The Board of Directors placed on record their appreciation for the valuablecontribution made by Sri Mutyala Rama Rao for the growth of the Company during theirtenure as Director of the Company.

Your Directors have re-appointed Sri. G.S. Anil Kumar (DIN:00080712) Managing Directorwith effect from 1st April 2019 for a further period of 3 years and Sri. G.P.N. GuptaWhole-Time Director (DIN: 00086174) with effect from 1st April 2019 for a further periodof 3 years. The subjects form part of the special business in the Notice of the 27thAnnual General Meeting for approval.


The Board of Directors have not recommended any dividend for the financial year ended31st March 2018 due to indequate profits. Yet the Company is very positive about thefuture outlook with increase in sales and profits.


In compliance with the provisions of Section 124 of the Companies Act 2013 and rulesmade thereunder the Company had transferred all the unclaimed dividends to InvestorEducation and Protection Fund and there is no unclaimed dividends lying in the Company'sUnpaid Dividend Account.


For the financial year ended 31st March 2018 the Company has proposed to carry anamount of Rs.5.81 Lakhs to General Reserve Account.


The Company neither has any holding nor is any subsidiary company thereforedisclosure under Section 197 (14) of the Companies Act 2013 not applicable.


There have been no material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatements relate and the date of this report.


Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually andCommittees of the board viz. Audit and Nomination and Remuneration Committee.

A structured questionnaire has been prepared covering various aspects of Board'sfunctioning such as conducting of board meetings at regular intervals Proper transactionof agenda items in the meeting Coordination between independent Directors and othercommittees of board etc.

The Directors were individually evaluated on various criteria like Contribution toboard discussion maintaining confidentiality of important decisions taken at the BoardCommunication with other Board members adhering to Companies policies and procedures etc.

Pursuant to the provisions of the Companies Act 2013 a Separate Meeting of IndependentDirectors was held during the year in which the Independent Directors evaluated theperformance of the non-independent Directors the Board as a whole including the Chairmanof the Company who was evaluated on the criteria such as Demonstration of leadershipqualities Providing ease of raising of issues and concerns by the Board membersPromoting constructive debate and effective decision making at the board ConsideringShareholders and other stakeholders interest etc.


The Board meets at regular intervals to discuss and decide on business strategies /policies and review the financial performances of the Company. The Board Meetings arepre-scheduled and a tentative annual calendar of the Board is circulated to the Directorswell in advance to facilitate the Directors to plan their schedules. The details of numberof board meetings and other committee meetings held during the Financial Year 2017-18 areas follows:

1. No. of Board Meetings: 6

30th May 2017 8th September 2017 14th September 2017
12th December 2017 9th February 2018 29th March 2018

The interval between two Board Meetings was well within the maximum period mentionedunder section 173 of the Companies Act 2013 and SEBI Listing (Disclosures andObligations Requirements) Regulations 2015.

2. No. of Audit Committee Meetings: 4

30th May 2017 14th September 2017
12th December 2017 9th February 2018

3. No. of Nomination & Remuneration Committee Meetings: 1 (30.05.2017)

4. Stakeholder Relationship Committee:

As required under Section 178(5) of the Companies Act 2013 Stakeholders' RelationshipCommittee was constituted with Sri G Radhakrishna as the Chairman and Sri G P N Gupta asthe member. There were no investors' grievances received and hence no meeting was heldduring the year.

5. Share Transfer Committee:

The Committee overseas share transfers share transmission issue of duplicate sharecertificates etc.. The Committee constitutes of Sri G Radhakrishna as the Chairman and SriG P N Gupta as the member. During the year the committee meeting was held on below dates.

No. of meetings: 10

10th April 2017 20th April 2017
3rd May 2017 18th September 2017
23rd November 2017 05th January 2018
17th January 2018 12th February 2018
6th March 2018 20th March 2018


All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the Companies Act 2013 which has beenrelied on by the Company and placed at the Board Meeting of the Company. As required underSchedule IV of the Companies Act 2013 the Independent Directors held a meeting on 9thFebruary 2018 without the attendance of the non- independent directors and members of themanagement.


Pursuant to Section 178(3) of the Companies Act 2013 the Board of Directors hasframed a policy which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel and Senior Management of the company. The policy also lays down thecriteria for selection and appointment of Board Members. The Remuneration Policy isavailable on the website of the company. The salient features of the policy are givenbelow:

Nomination & remuneration Policy:

In accordance with the Nomination and Remuneration Policy the Nomination andRemuneration Committee has inter alia the following responsibilities:

1. The Committee shall formulate the criteria for determining qualifications positiveattributes and independence of a director.

2. The Committee shall identify persons who are qualified to become Director andpersons who may be appointed in Key Managerial and Senior Management positions inaccordance with the criteria laid down in this policy.

3. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

4. The Board shall carry out evaluation of performance of every Director ManagerialPerson KMP and Senior Management Personnel at regular interval (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Person KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration/ compensation/ commission etc. shall be subject tothe prior/ post approval of the shareholders of the Company and Central Governmentwherever required.

6. Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders.

7. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

8. The Non- Executive/ Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof provided that the amount of such feesshall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

9. Commission to Non-Executive/ Independent Directors may be paid within the monetarylimit approved by shareholders subject to the limit not exceeding 1% of the net profitsof the Company computed as per the applicable provisions of the Companies Act 2013.


The main objective of the company's risk management policy is to ensure the effectiveidentification and reporting of risk exposures involvement of all departments andemployees in risk management to ensure continuous growth of business and protect all thestakeholders of the Company. With this in view your company is maintaining a strong riskmanagement system through the process of internal audit.

The Audit Committee and Board of Directors consider the risk exposure before approvingvarious strategic decisions taken by the Company. Further the Company has strong internalcontrol system in place to identify the risks at any stage of the business. This internalcontrol system is further reviewed by the internal auditors of the Company and a report issubmitted to the Audit Committee. The Committee based on the report of internal auditorsadvises on the necessary action to be taken in case of any deviation from requiredstandards. AUDITORS:

M/s. J.V. Ramanujam & Co (Firm Registration No. 002947S) are the Statutory Auditorsof the Company who were appointed at the 27th Annual General Meeting held on 8thSeptember 2017 to hold office until the conclusion of 32nd Annual General Meeting.

The Auditors have made the below remarks in their report on the financials of theCompany and Management has provided its explanation.


'Emphasis of matter' of the Independent Auditor's Report

We draw attention to Note no.4 to notes forming part of the financial statements inrespect of the status of the insurance claim which is self explanatory. Our opinion is notmodified in respect of this matter. MANAGEMENTS' REPLY:

As mentioned in Note.4 the Company has filed legal suits with respect both the stockand fixed asset claims. The Company believes that it has a strong case which is alsosupported by an opinion taken from an expert. Since an appropriate legal action hasalready been taken further provisioning would not be required now and the same can bedecided based on further proceedings of the case.


Pursuant to notification of Companies (Cost Records and Audit) Rules 2014 read withCompanies (Cost Records and Audit) amendment rules 2014 the Company's product does notfall under the purview of Cost Audit.


The report has been presented separately detailing the overall status of economyindustry and business of the Company in Annexure [I].


Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s Lakshmmi Subramanian & AssociatesPractising Company Secretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for the year 2017-18 is included as "Annexure [IV]" andforms an integral part of this Report.

There is no secretarial audit qualification for the year under review.


The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure[II]" to this Report.


During the financial year 2017-18 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions of theCompanies Act 2013 Rules issued thereunder. There are no materially significant relatedparty transactions made by the Company with Promoters Directors Key Managerial Personnelor other designated persons which may have a potential conflict with the interest of theCompany at large. Thus disclosure in Form AOC-2 is not required.

The details of the related party transactions as required under Accounting Standard areset out in Note to the standalone financial statements forming part of this Annual Report.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to financial statement.


Your Company has in place Whistle Blower Policy approved by Board of Directors incompliance with provisions of Section 177 (10) of the Companies Act 2013. The policyprovides a mechanism to the Directors and Employees to voice their concerns regardingirregularities in the Company in an effective manner. The mechanism provides for adequatesafeguards against victimization of Directors and employees to avail the mechanism andalso provides for direct access to the Chairman of the Audit Committee in exceptionalcases. The policy has been uploaded in the website of the Company


During the year all the recommendations of the Audit Committee were accepted by theBoard. Pursuant to Section 177(8) of the Companies Act 2013 the Composition of AuditCommittee is given as under:

Smt. Renuka Mohan Rao Chairman cum Member
Smt. Subhashini Subramanian Member
Sri G P N Gupta Member

Secretary of the Company shall be the Secretary of the Committee. The Composition ofCommittee was reconstituted during the year. Smt. Subhashini Subramanian (DIN: 03561759)Independent Director in the Board has been appointed as the member of Audit Committee witheffect from 12.12.2017.


The company has not accepted any deposits from the public during the period 2017-2018within the meaning of Sections 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014. All the outstanding deposits were repaidalong with interest without any default and as such there are no outstanding at the endof the year.


The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered under thispolicy. No Complaints were received and disposed off during the year under review.

Following is the constitution of committee at Head Office and Factory: Constitutionof committee at the Head Office:

Name Position
Ms. Meena Vijayaraghavan Presiding Officer
Ms. Rathi Kumari Independent Member
Sri R. Pramod Kumar Member
Ms. Chitra Member

Constitution of committee at Factory Units:

Name Position
Ms. Chitra Presiding Officer
Ms. Rathi Kumari Independent Member
Sri R. Pramod Kumar Member
Ms. Chandrakala N Member


The disclosures as required under proviso IV in Part II Section II of Schedule V ofthe Companies Act 2013 with regard to appointment of Managing Director and Whole-timeDirector are set out in detail in form MGT 9 - Extract of the Annual Return.

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 your Company does not fall under the purviewof complying with the provisions of Corporate Governance. During the year with theapproval of Board of Directors your Company has informed the non-applicability provisionto the Bombay Stock Exchange.

Since the provision of Corporate Governance is not applicable for the entire FinancialYear 2017-18 a separate report of Corporate Governance is not disclosed in the AnnualReport 2017-18.


The Company confirms that it has paid the annual listing fees for the year 2018-19 tothe Bombay Stock Exchange.


The Register of Members and Share Transfer books of the company will be closed witheffect from 7th August 2018 to 13th August 2018 (both days inclusive).


Pursuant to Section 134(3)(C) of the Companies Act 2013 the Directors confirm that:

• I n the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;

• 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 your Company as at 31st March 2018and of the statement of profit and loss of the Company for the financial year ended 31stMarch 2018;

• T roper and sufficient care has been taken 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;

• The annual accounts have been prepared on a 'going concern' basis;

• P roper internal financial controls laid down by the Directors were followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and

• P roper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.


None of the employees of the Company drew remuneration which in the aggregate exceededthe limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014


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 and Directors is furnished hereunder:

S. No Name Designation Remuneration for FY 2017-18 Remuneration for FY 2016-17 Increase in remuneration from previous year Ratio / times per median of employee remuneration
1 G.S. Anilkumar Managing Director 14.28 14.42 -0.14 7.95
2 G.P.N. Gupta Whole-time Director Cum CFO 12.00 12.00 0.00 6.68
3 R. Pramod Kumar Company Secretary 4.58 4.42 0.16


1. The remuneration payable to the KMP / Whole time directors are in accordance withthe Industry and Geographical standards and as per the Remuneration policy of the Company.

2. The percentage increase in the median remuneration of employees in the financialyear is 8.36%.

3. The number of permanent employees on the rolls of company as on 31st March 2018 is227.

4. The average increase in salaries of employees other than managerial personnel in2017-18 was 12.9%.

5. No remuneration is paid to the Independent Directors of the Company other than thesitting fees of Rs.10000/- for attending Board / Committee Meetings. The details ofsitting fees paid to the Directors are set out in Extract of Annual Return (Annexure II)


The information on conservation of energy technology absorption as stipulated underSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 isset out herewith as "Annexure [III]" to this Report.


During the year the Company has not received any significant and material orderspassed by the Regulators or courts or tribunals which would affect the going concernstatus of the Company and its future operations.


The Company has put in place its internal financial control taking into account theproces involved in the manufacturing and trading divisions of the Company. Variousprocesses like procurements maintenance production marketing Accounting etc.. arereviewed periodically both internally and by the internal auditors in a way which iscommensurate with size & complexity of its operations of the Company.

The above process helps the company in taking precautionary measures making theexisting process more efficient bringing accuracy in accounting which enables orderlyconduct of the business.


There are no employees falling within the provisions of section 197 of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.


The Company is in compliance with the Secretarial Standards on Meetings of the Board ofDirectors (SS - 1) and General Meetings (SS - 2) issued by The Institute of CompanySecretaries of India and approved by the Central Government.


Human Resource is an important asset for the Company and there is cordial relationshipexist between the management and the employees across all the plants of the Company. Manyof the workers in the plants come from a under privileged segment and they are providedwith proper training and equal opportunities in work for their growth.


Your Company believes in importance of education in the growth of individuals and theeconomy as whole. With an intention to support the education of children's from underprivileged segment you company runs a school in the name of Gorantla RamalingaiahVivekananda Vidyalaya providing education to over 1100 students at concessional fees. Manychildren's have benefited from this initiative of the Company. CAUTIONARY STATEMENT

Shareholders and Readers are cautioned that in the case of data and informationexternal to the Company no representation is made on its accuracy or comprehensivenessthough the same are based on sources believed to be reliable. Utmost care has been takento ensure that the opinions expressed by the management herein contain its perceptions onthe material impacts on the Company's operations but it is not exhaustive as they containforward-looking statements which are extremely dynamic and increasingly fraught with riskand uncertainties. Actual results performances achievements or sequence of events may bematerially different from the views expressed herein.


Your Directors place on record their appreciation for the continued co-operationsupport and assistance extended to the Company by Government of India Government of TamilNadu State Bank of India and the Shareholders.

Your Directors also place on record their appreciation for the continued and dedicatedperformance and commitment by Officers and Staff of the Company.

For and on behalf of the Board
Place : Chennai Chairman
Date : 26.05.2018 DIN: 07542045



Company continues to put all the efforts in conserving and optimizing the use ofenergy. The effort has benefited in savings to the Company and in protecting theenvironment around its units. The followings measures are in place to optimize the energyconsumption.

1. Use of energy efficient LED lights.

2. Re-use of treated water.

3. Rain water harvesting.

4. Use of water saving taps in canteens.

5. Optimization of the operations etc...

All efforts made to conserve and optimize use of energy are continuously monitored andmaintained to ensure maximum energy savings.

The Total energy consumption per unit of production is as follows:-

Particulars 2017-18 2016-2017
Power and Fuel Consumption
Electricity (includes from TNEB Wind and Coal)
(a) Purchased:
Unit 5383102 4990322
Total amount 33829957 35574264
Rate/unit 6.28 7.13
(b) Through diesel generator
(i) Through diesel generator
Unit 123377 117851
Unit per liter of Diesel oil 3.1 2.94
Cost/unit 20.31 18.04
Diesel (in liters) 39799 40069


Particulars 2017-18 2016-2017
Expenditure on R & D:

(Rupees in lakhs)

Capital Expenditure Nil Nil
Revenue -


Total -


Total R&D expenditure as a percentage of total turnover - -


Particulars 2017-18 2016-17
Foreign exchange outgo:

(Rupees in lakhs)

C.I.F Value of Imports 602.50 582.31
Travel 0.47 1.29
Commission (for export sales) 5.65 Nil
Testing charges Nil 1.86
Total 608.62 585.46
Foreign exchange Earned
F.O.B. Value of Exports 4339.76 4775.36


For and on behalf of the Board
Place : Chennai RENUKA MOHAN RAO
Date : 26.05.2018 Chairman