To the Members
Your Directors present their 31st Annual Report together with the AuditedStatement of Accounts of the Company for the financial year ended 31st March2021.
(Rs in Lakhs)
|PARTICULARS ||2020-21 ||2019-20 |
|SALES AND OTHER INCOME ||8483.36 ||9257.44 |
|PROFIT BEFORE INTEREST DEPRECIATION TAXES & EXCEPTIONAL ITEMS ||551.52 ||634.16 |
|INTEREST ||263.97 ||340.35 |
|DEPRECIATION ||232.66 ||180.39 |
|EXCEPTIONAL ITEMS ||- ||- |
|PROFIT/ (LOSS) BEFORE TAX ||54.89 ||113.42 |
|TAX EXPENSES ||23.37 ||17.30 |
|PROFIT/ (LOSS) AFTER TAX ||31.47 ||96.12 |
|PROFIT AVAILABLE FOR APPROPRIATION ||31.47 ||96.12 |
OPERATIONS AND FINANCIAL PERFORMANCE:
The revenue of the Company for the FY 2020-21 is Rs. 8483.36/- lakhs dropping by 8.36%over the previous year revenue of Rs. 9257.44/- mainly on account reduced domestic salesand exports due to slowdown in the global economy. The PBT for the FY 2020-21 is Rs. 54.89against Rs. 113.42 for FY 2019-20. The PAT of the Company for FY 2020-21 is Rs. 31.47lakhs down by 67.26% over the previous year PAT of Rs. 96.12 in FY 2019-20. The detailedoverview of the Company performance in the financial year 2020-21 is given in Annexure-Ito the Directors Report - Management Discussion and Analysis Report.
In the later part of first half of FY 2020-21 the Government of India in a phasedmanner lifted the countrywide lockdown due to reduced COVID-19 cases all over the country.This has resulted return of normalcy as the offices and manufacturing units of the Companyresumed functioning gradually ensuring the safety of workers. In second half of thereporting period company after making adequate safety measures for the workers commencedthe production of Bags with normalcy returning for demand of Bags for other entities alsoproducing non-essential items which is evident from the improved sales with every quarterfor the period under review. Later when the lockdown was relaxed with some restriction theCompany has picked up the production but still with the market recovering from the impactCovid-19 and further increase in cases and uncertainty over imposing lockdownrestrictions achieving full capacity will take some time. As for as sales is concernedthe order book of the Company is good and management is optimistic that if lockdownrestrictions are not imposed again the production will pick up in full scale and we willbe able to execute the more orders.
Though the business environment is uncertain due to the pandemic the Company is veryhopeful of recovery with the existence of good customer network and markets around theworld.
The trading division of the Company which is into polymer raw material sales hasrecorded higher sales during the FY 2020-21 compared to the previous year in spite of thestiff competition in pricing from new players in the market and prevailing uncertainmarket post lifting of Lockdown. The commission on sales from the trading division in FY2020-21 is Rs. 149.15 lakhs higher by 31.28% against the previous year commission of Rs.113.61 lakhs in FY 2019-20.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with section 152 of the Companies Act 2013 Shri GPN Gupta (DIN:00086174) 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 31st Annual General Meeting.
The position of Company Secretary (KMP) which had fallen vacant in the currentfinancial year due to resignation tendered by Shri Pramod Kumar w.e.f 23rdMarch 2021 was filled up by appointment of Shri Kashiraman Balakrishnan Member of ICSIas Company Secretary and Compliance Officer of the Company with effect from 21stApril 2021.
Your Directors have re-appointed Shri. G.S. Anil Kumar (DIN:00080712) as ManagingDirector with effect from 1st April 2022 for a further period of 3 yearsShri. G.P.N. Gupta as Whole-Time Director (DIN: 00086174) with effect from 1stApril 2022 for a further period of 3 years Smt Renuka Mohan Rao (DIN:07542045) and SmtSubramanian Subhashini (DIN:03561759) have been re-appointed as Independent Directors witheffect from 9th March 2022 and 30th May 2022 respectively for a period of 5 years. Thesubjects form part of the special business in the Notice of the 31st AnnualGeneral Meeting for approval.
The Board of Directors have not recommended any dividend for the financial year ended31st March 2020 due to inadequate profits.
UNPAID / UNCLAIMED DIVIDEND:
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.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013:
For the financial year ended 31s' March 2021 the Company has proposed tocarry an amount of Rs. 5.82 Lakhs to General Reserve Account.
COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:
The Company neither has any holding nor has any subsidiary company thereforedisclosure under Section 197 (14) of the Companies Act 2013 not applicable.
MATERIAL CHANGES AND COMMITMENTS
The Company by the Board in its meeting held on 26th May 2018 had decided to initiatewith the sale of the land of the Company situated at Kharagpur. Now the company has beensuccessful in selling part thereof the same has been published as Intimation of materialevent in the website of the Company - www. jumbobaglimited.com as well as in the websiteof the stock exchange - www.bseindia.com. Any updates regarding further sale shall beintimated by publishing it from time to time in the website of the Company -www.jumbobaglimited.com and in the website of the Stock Exchange - www.bseindia.com.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 and SEBI Guidance note on Boardevaluation issued by SEBI vide its circular dated January 5 2017 the annual performanceevaluation of its Board the directors individually and Committees of the board viz.Audit and Nomination and Remuneration Committee has been carried out.
The board and the committee were evaluated on various criteria as stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the board and committee.
4. Effective Conduct of Board and Committee Meetings.
6. Monitoring by the Board management effectiveness in implementing strategiesmanaging risks and achieving the goals.
The Board also carried out the evaluation of directors and chairman based on followingcriteria:
1. Attendance at the meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board
NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE:
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 2019-20 areas follows:
1. No. of Board Meetings: 6
|27th April 2020 ||22nd June 2020 |
|14'h August 2020 ||13'h November 2020 |
|14'h December 2020 ||13'h February 2021 |
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
|22nd June 2020 ||14'h August 2020 |
|13'h November 2020 ||13'h February 2021 |
3. No. of Nomination & Remuneration Committee Meetings: 0
4. Stakeholder Relationship Committee: 0
As required under Section 178(5) of the Companies Act 2013 the Company hasconstituted Stakeholders' Relationship Committee. The committee includes Smt. S.Subhashinias Chairperson and Shri. G.P.N. Gupta as members. The Committee considers and resolves thegrievances of security holders of the company.
5. Share Transfer Committee: 0
The Committee overseas share transfers share transmission issue of duplicate sharecertificates etc. The committee includes Smt. S.Subhashini as Chairperson and Shri. G.P.N.Gupta as members.
DECLARATION OF INDEPENDENCE:
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.
NOMINATION AND REMUNERATION POLICY:
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 in the case of Managerial Personnel.
7. Where any insurance is taken by the Company on behalf of its Managerial PersonnelChief 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 Company has in place a Risk Management Policy duly approved by the board which isperiodically reviewed by the management. The main objective of the company's riskmanagement policy is to ensure the effective identification and reporting of riskexposures involvement of all departments and employees in risk management to ensurecontinuous growth of business and protect all the stakeholders of the Company.
The Audit Committee and Board of Directors consider the risk exposure before approvinga 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.
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 GeneralMeeting.
The statutory auditor's report does not contain any qualifications reservations oradverse remarks or disclaimer.
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.
MANAGEMENT DISCUSSION ANALYSIS REPORT:
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 2020-21 is included as "Annexure [III]"and forms an integral part of this Report.
The Secretarial Audit Report points out regarding Show Cause Notice dated 07thFebruary 2020 under Section 124 and 125 of the Companies Act 2013 for non-transfer ofshares to Investor Education and protection Fund. Following is the management responseregarding action taken on the show cause notice:
We replied to the above mentioned show cause notice vide letter dated 20.02.2020 and07.03.2020 and updated the compliance status to the authority. We have taken the requiredaction for transfer of shares to lEPF after issuing individual notices to shareholders andpublishing newspaper advertisement. The Company has transferred 279861 shares pertainingto 2007-2008 and 84966 shares pertaining to 2008-2009 to lEPF Suspense account in e-FormIEPF-4 and transferred ' 281459/- to lEPF unpaid dividend account pertaining tofinancial year 2007-2008 in e-Form IEPF-1 within the timeframe extended by the Ministry ofCorporate Affairs.
EXTRACT OF ANNUAL RETURN:
The Annual Return in accordance with Section 92(3) of the Companies Act 2013 read withthe Companies (Management and Administration) Rules 2014 is available on company'swebsite and can be accessed at www.jumbobaglimited.com.
RELATED PARTY TRANSACTIONS:
During the financial year 2020-21 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 Indian AccountingStandard (Ind AS-24) are set out in Note to the standalone financial statements formingpart of this Annual Report.
LOANS GUARANTEES OR INVESTMENTS:
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 as amended from time to time can be accessed from the website of theCompany at www.jumbobaglimited.com.
AUDIT COMMITTEE RECOMMENDATION:
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 |
| Smt. Subhashini Subramanian ||- ||Member |
| Shri G P N Gupta ||- ||Member |
Secretary of the Company shall be the Secretary of the Committee.
The Company has not accepted any deposits from the public during the period 2020-2021within the meaning of Sections 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.
INTERNAL COMPLAINTS COMMITTEE:
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 during the year under review.
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 your Company hasinformed the non-applicability provision to the Bombay Stock Exchange.
Since the provision of Corporate Governance is not applicable for the entire FinancialYear 2020-21 a separate report of Corporate Governance is not disclosed in the AnnualReport 2020-21.
The Company confirms that it has paid the annual listing fees for the year 2021-22 tothe Bombay Stock Exchange.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed witheffect from 08th August 2021 to 14th August 2021 (both days inclusive).
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(C) of the Companies Act 2013 the Directors confirm that:
1. In the preparation of the annual accounts for the financial year ended 31s'March 2021 the applicable accounting standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;
2. 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 your Company as at 31st March 2021 and of the statementof profit and loss of the Company for the financial year ended 31st March2021;
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a 'going concern' basis;
5. Proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. Proper systems to ensure compliance with the provisions of all applicable laws werein 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
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / 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 and Directors is furnished hereunder:
(Rs. In lakhs)
|S. No ||Name ||Designation ||Remuneration for FY 2020-21 ||Remuneration for FY 2019-20 ||Increase in remuneration from previous year ||Ratio / times per median of employee remuneration |
|1 ||G.S. Anilkumar ||Managing Director ||13.77 ||17.85 ||-22.86% ||7.78 |
|2 ||G.P.N. Gupta ||Whole-time Director Cum CFO ||9.00 ||12.00 ||-25% ||5.08 |
|3 ||*R. Pramod Kumar ||Company Secretary ||4.18 ||5.25 ||- ||- |
1. The percentage increase in the median remuneration of employees in the financialyear is -21.54 %
2. The number of permanent employees on the rolls of company as on 31s'March 2021 is 215.
3. The average increase in salaries of employees other than managerial personnel in2020-21 was -6.7 % and that of managerial personnel is -28.21%.
4. 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.
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 which isuploaded in the website of the Company at www.jumbobaglimited.com
6. **Shri R. Framed Kumar Company Secretary resigned from the services of the Companywith effect from 23rd March 2021. Shri Kashiraman Balakrishnan was appointedas the Company Secretary with effect from 21st April 2021. Accordingly thedisclosures with respect to median and increase in remuneration is not made.
CONSERVATION OF ENERGY AND TECHNOLOGY OBSORPTION:
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 [II]" to this Report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
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.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bankor Financial Institution.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR:
There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.
REPORTING OF FRAUDS BY AUDITORS:
There is no fraud reported in the Company during the F.Y. ended 31s' March2021. This is also being supported by the report of the auditors of the Company as nofraud has been reported in their audit report for the F.Y. ended 31st March2021.
INTERNAL FINANCIAL CONTROLS:
The Company has put in place an internal financial control based on the processesinvolved in the manufacturing and trading divisions of the Company. There is involvementfrom both management and functional/business process owner with periodic meetings todiscuss issues weaknesses and progress of the company's internal financial controlprogram.
The internal audit conducted for every quarter further scrutinizes the functioning ofvarious areas of operations and gives its observation to the Audit Committee. Requiredaction is taken based on the decision of the Audit Committee on the observations by theinternal auditor.
Various processes like procurements maintenance production marketing Accountingetc... are reviewed periodically both internally and by the internal auditors in a waywhich is commensurate with size & complexity of 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.
PARTICULARS OF EMPLOYEES
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.
SECRETARIAL STANDARDS OF ICSI
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.
During the year your Company conducted various activities for the benefit of employees.Women Wellness and Awareness Program and Women Day celebration was organized for theemployees in the factory. Many women employees participated in the awareness program. Wearranged provisions like Rice Dalls Oil and groundnuts for lockdown period. We havefacilitated Jaya Engineering College and Sri Devi Arts and Science college students forindustrial visit for their better practical knowledge curriculum growth and to provide aninsight view of the FIBC Industry.
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 section your 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 and we have made somespecial arrangements for Armed Forces Flag Day to our local government bodies.
Your company has sponsored various social activities during the covid lockdownincluding Distribution of Rice to the villagers and Covid precautionary items like Facemask hand gloves sanitizer to the government office and villagers.
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 Bankers 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 ||SMT. RENUKA MOHAN RAO |
|Date : 25.06.2021 ||Chairman |
| ||DIN:07542045 |