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Yashraj Containeurs Ltd.

BSE: 530063 Sector: Industrials
NSE: N.A. ISIN Code: INE095C01018
BSE 00:00 | 18 Oct 3.98 -0.20
(-4.78%)
OPEN

4.32

HIGH

4.32

LOW

3.98

NSE 05:30 | 01 Jan Yashraj Containeurs Ltd
OPEN 4.32
PREVIOUS CLOSE 4.18
VOLUME 9204
52-Week high 4.89
52-Week low 1.92
P/E 23.41
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.32
CLOSE 4.18
VOLUME 9204
52-Week high 4.89
52-Week low 1.92
P/E 23.41
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Yashraj Containeurs Ltd. (YASHRAJCONTAIN) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Twenty-Seventh Annual Report and the AuditedStatement of Accounts of your Company for the year ended on 31st March 2020 are asunder:

FINANCIAL RESULTS:

(Amount in Lacs)

Year ended 31.3.2020 Year ended 31.3.2019
Turnover 3118.01 2423.48
Profit/(Loss) Before Depreciation Finance Charges & Taxation 939.81 748.80
Profit/(Loss) before Depreciation & Taxation 915.76 727.80
Profit/(Loss) after Depreciation & Taxation 885.20 694.10
Balance carried over to Balance Sheet 884.84 688.21

DIVIDEND:

During the year under review owing to the accumulated losses the Directors do notrecommend any dividend.

COVID-19 PANDEMIC:

The Covid-19 Pandemic is the defining Global Health crisis of our time and is spreadingvery fast across the country including the whole world. But it is much more than healthcrisis and is having an unprecedented impact on people and economies worldwide. TheCompany is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. Though the long term directional priority of thecompany remain firm in light of Covid-19 Pandemic and it is expected impact on theoperative environment the key priority of the Company would be to closely monitor supplychain conserve cash and control fixed cost. The Ministry of Home Affairs Government ofIndia on March 20 2020 notified the firm ever nationwide lockdown in India to containthe outbreak of Covid-19. Towards the end of quarter ended March 2020 the operations wasdestructed at manufacturing facilities/ plant of the company.

In view of the outbreak of the pandemic the economy undertook timely and essentialmeasures to ensure the safety and well-being of the all its employees at all its plantlocations and offices. The Company observed all the Government advisories and guidelinesthoroughly and in a good faith.

AMOUNT TRANSFERRED TO RESERVES:

The Board has decided to carry profit of Rs. 884.84 lacs to its Reserves.

NATURE OF INDUSTRY:

The Company is directly engaged in the business of manufacturing of Drums and Barrels.

STATEMENT ON COMPANY'S AFFAIRS:

In view of tough competition from local and international market the company is makingall efforts to increase the activities. During the year ended 31st March 2020 yourcompany has made Profit after tax of Rs.885.20 lacs as against Profit of Rs. 694.10 lacsin the previous year.

MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT:

There was no material changes since end of financial year till date of this Report.

DEPOSITS:

The Company has not invited or accepted any Fixed Deposits from the Public during theyear under review.

SUBSIDIARY COMPANY:

The Company does not have any Subsidiary/Joint Venture/Associate Company as on the yearended 31st March 2020.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENT:

Particulars of the loans given Investment made or guarantees given or securityprovided and the purpose for which the loans or guarantees or security is proposed to beutilized by the recipient of the loan or security are provided if any in the FinancialStatement.

PARTICULARS OF CHANGE IN BUSINESS:

There is no change in the business operations of the Company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS:

We state that there is no Voluntary Revision of Financial Statements during theFinancial Year 2019-2020.

WEB ADDRESS:

Our Web address is www.barrelpeople.comand all the datas including Annual Report andvarious others matters are displayed on our website.

GLOBAL DEPOSITORY RECEIPT:

During the year the company has not received any Global Depository Receipt or AmericanDepository Receipt or warrants or any convertible instruments which has impact on ourShare Capital (Equity) .

COMMODITY PRICE RISK OR FOREIGN EXCHANGE:

There is no commodity price risk or foreign exchange risk to the company as ouractivities barrels and drums are supplied within the country.

PLANT LOCATION:

Our Plant Location are as under:

Address : Survey No. 260/6 & 7 Bhimpore Char Rasta Bhimpore Daman 396 210.

ONE TIME SETTLEMENT WITH SASF:

As stated in the last Annual Report in respect of outstanding dues of Stressed Assets& Stablization Fund (IDBI) the Company has liquidated entire Term Loans under OTS(One Time Settlement sanctioned Term Loans on 24-01-1995 10-12-1997 and 17-03-1999against Suit No.OA/112/2018 dated 18-05-2018 for Rs.271.12 crores filed by SASF at DRTCourt Mumbai) in full and final payment of their dues.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES/INDUSTRIAL RELATIONS:

There is no Material Development on human resources/industrial relations frontincluding number of employees

RELATIONSHIP BETWEEN DIRECTORS INTER-SE:

As stated the Company has three (3) Directors i.e. Two are Independent Directors andone is Managing Director on the Board of the Company. Our None of the employees arerelated with any of the Directors of the Company.

STATUTORY AUDITORS:

The Shareholders at the 25th Annual General Meeting of the Company held on September28 2018 had appointed M/s. NPV & Associates Chartered Accountant (Firm RegistrationNo. 129408W) as Statutory Auditors of the Company to hold office from the conclusion ofthis Annual General Meeting until the conclusion of the 29th Annual General Meeting to beheld in the year 2022 be ratified by the members on a such remuneration including out ofpocket expenses as may be mutually agreed upon by the Board of Directors of the Companyand Auditors.

Pursuant to the Amendment to Section 139(1) of the Companies Act 2013 ratification ofAppointment of Statutory Auditors at every AGM is not required.

The Notes and Remarks on the Financial Statement referred to in the Auditors Reportissued by M/s. NPV & Associates Chartered Accountants Mumbai for the Financial Yearended 31st March 2020 are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS REPORT:

The Secretarial Auditors' Report dated July 8 2020 issued by M/s. Kaushik Nahar &Associates are attached as per ANNEXURE 'A' forming part of Directors' Report. As regardsthe Qualification the same are self-explanatory. Further the Other Qualifications wehave to state as under: Further in the matter of SEBI and as per Qualification Report ofSecretarial Auditor Report Sr. No. 1(a) and vii dated 08.07.2020 the same has beenclarified and explained under Directors' Report as below and also under MGT-9 (Page No.29) and the same are self-explanatory.

NOMINATION AND REMUNERATION COMMITTEE:

As regards the Qualifications i.e. Sr. No.1 (a) SEBI (LODR) Certificate on CorporateGovernance we state that the Company is making efforts to appoint one more IndependentDirector so as to make three (3) Independent Directors under Nomination and RemunerationCommittee. Presently the Company has two Independent Director and in all meetings thesaid Directors are attending the meeting from time to time and accordingly quorum ofminimum two Directors approving the Agenda are passed in the Committee Meeting.

EQUITY SHARES OF 1000 FOR DEMATERIALIZATION:

One Promoter holding 1000 Equity shares under physical and the same be dematerializedin due course.

EXTRACTS OF THE ANNUAL RETURN IN MGT-9:

The Annual Return in MGT-9 form is annexed herewith as Annexure "B" to thisReport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 2014is given as below. The disclosure of particulars with respect to Conservation of Energy isnot applicable in the case of your Company.

Particulars as required under Companies (Disclosure of Particulars in the Report ofDirectors) Rules 1988 and forming part of Directors' Report for the year ended 31stMarch 2020.

Current Year Previous Year
Rs. Rs.
I. RESEARCH & DEVELOPMENT (R & D):
a) Specific areas in which R & D carried out by the Company None None
b) Benefits derived as a result of the above R & D None None
c) Further plan of action None None
d) Expenditure on Research & Development Nil Nil
I. TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION:
a) Efforts in brief made towards Technology Absorption Adaptation and Innovation Nil Nil
b) Benefit derived as a result of the above effort Nil Nil
c) Particulars of Technology imported during the last 5 years Nil Nil
I I. FOREIGN EXCHANGE EARNINGS & OUTGO:
a) Activities relating to exports and export plans Nil Nil
Current Year Previous Year
Rs. Rs.
b) Total Foreign Exchange Used & Earned:
i) Foreign Exchange Used 912860.40 NIL
ii) Foreign Exchange Earned NIL NIL

STOCK EXCHANGE:

The Company is listed on the Stock Exchange. 1. Bombay Stock Exchange Ltd.

DIRECTORS:

The Board consists of 3 Directors out of which one is Managing Director and other twoDirectors are Independent Directors.

THUS THERE IS NO QUESTION OF DIRECTORS RETIRING BY ROTATION.

CESSATION:

During the year Mr. Babulal Bansilal Jain Independent Director relinquished hisDirectorship with effect from May 28 2019. The Board places on record its appreciationfor the valuable contribution made by him for the services rendered during his associationwith the Company. However as required under the Companies Act 2013 the Company hasappointed Mr. Sunil Vasantrao Patil (DIN No. 08450300) as an Independent Director witheffect from 28.05.2019.

Declaration by Independent Directors Mr. Sunil Vasantrao Patil and Mrs. Jyoti VivekPanchal Independent (Women) Director (Advocate) that they meet the criteria pursuant toprovisions of Sec 149 (c) of the Companies Act 2013 are received by the Company.

The Independent Directors of the Company have undertaken necessary steps towards theinclusion of their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs in term of Section 150 of the (Appointment &Qualification of Directors) Act Rules 2014.

As regards the appointment of (Women) Director under Section 149 of the Companies Act2013 your company has already appointed Mrs. Jyoti Panchal as an Independent (Women)Director as per the Board of Directors Meeting held on 12th February 2018.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY DIRECTOR FROM A COMPANY:

None of the Directors of the Company are receiving any Commission from the Company;hence the requirement of disclosure is not applicable.

DISCLOSURE ABOUT RECEIPT OF COMMISSION / REMUNERATION BY MANAGING DIRECTOR / WHOLE-TIMEDIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY:

Since the Company does not have any Holding or Subsidiary Company the requirement ofdisclosure is not applicable. None of the Director or Whole-time Directors of the Companyare receiving any Commission or Remuneration from its Holding or Subsidiary Company.

EVALUATION OF BOARD COMMITTEES & DIRECTORS:

Pursuant to the provisions of the Act and the Listing Regulations the Board hadcarried out performance evaluation of its own the Board Committee and of the IndependentDirectors and found to be very satisfactory.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any instances of Fraud Committed againstthe Company by its officers or employees as specified Under Section 143(12) of theCompanies Act 2013.

SHARES

BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review henceTHE REQUIREMENT OF DISCLOSURE IS NOT APPLICABLE.

BONUS SHARES:

No Bonus Shares were issued during the year under review hence the requirement ofdisclosure is not applicable.

EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees hence therequirement of disclosure is not applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The Company has not issued any Equity Shares with Differential Voting Rights during theyear under review hence the requirement of disclosure is not applicable.

FAMILIARIZATION PROGRAMME:

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the company and related matters are put onthe website of the company at the link: www.barrelpeople.com.

RISK MANAGEMENT:

Pursuant to Section 134(3) (n) of the Companies Act 2013 and relevant Regulation ofListing Regulation 2015 the Company has adopted a Risk Management Policy for theidentification and implementation of a Risk Mitigation Plan for the Company. The companyhas included appropriate procedures to inform the Board about the Risk Assessment andminimization procedures. The Board periodically revisit and reviews the overall RiskManagement Plan for making desired changes in response to the dynamics of the business.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

Details in respect of Vigil Mechanism and Whistle Blower Policy are provided in theCorporate Governance report forming Part of this Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/JUDICIAL AUTHORITY:

There are no significant materials orders passed by The Regulatory or Courts orTribunal which would impact the going concern status of the company and in its future.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility are not applicable to our Company.

INTERNAL CONTROL SYSTEMS:

The Company has got internal control system commensurate to the size and the systemsand operations. It is supplemented by extensive internal audit procedures reviewed byManagement and Audit Committee. The internal audit covers all the activities of thecompany. Company reviews findings of internal audit system on regular basis and they areupgraded based on internal audit recommendations. Your company's statutory Auditors' haveconfirmed the adequacy of internal control systems.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms:

i) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed and wherever required proper explanations relating to material departureshave been given.

ii) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period.

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other Irregularities.

iv) the Accounts have been prepared on a going concern basis.

v) The Directors had laid down internal financial controls and such internal financialcontrols are adequate and were operating efficiently.

vi) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating efficiently.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES:

The details as required under Sec.197 of the Companies Act 2013 and Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) None of theDirectors/KMP/Employees are drawing remuneration in excess of the limits during the yearunder review.

II. MEDIAN REMUNERATION

1. The Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the Financial Year and the percentage increase inremuneration of each Director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager if any in the financial year are as under:

DIRECTORS

Sr. No. Names Fees
1 Mr. Jayesh Valia NIL
2 Mrs. Jyoti Panchal Only Sitting fees for attending the Board/Audit Meetings are being paid
3 Mr. Sunil V. Patil Only Sitting fees for attending the Board/Audit Meetings are being paid

DIRECTOR & KEY MANAGERIAL PERSONNEL

Sr. No. Names Ratio to Median % Increase / decrease in remuneration
1 Mr. Jayesh Valia (Managing Director) 8.38 0.50%
2 Mrs. Heer Valia (Chief Financial Officer) 6.20
3 Mr. Arun Nile (Company Secretary) 1.15

2. The percentage increase in the median remuneration of employees in the financialyear: NIL

3. The number of permanent employees on the rolls of Company as on March 2020 : 96

4. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is affirmed that the remuneration paid is as per the Remuneration Policy applicablefor Directors Key Managerial Personnel and other employees adopted by the Company.

DIRECTORS SEEKING APPOINTMENTS & RE-APPOINTMENT:

Both the Directors are not disqualified from being appointed/reappointed as Directorsby virtue of the provision of Section 164 of the Act. In accordance with the requirementof SEBI LODR the Company has formulated and adopted policy for determining materiality ofand dealing with RPTs. Those policies have been amended from time to time with theamendment of SEBI LODR. These Codes and Policies are already displayed on the Company'swebsite at www.barrelpeople.com.

TAXATION:

The Companies Income Tax Assessment have been completed upto the Financial Year ended31st March 2016.

INDUSTRY STRUCTURE DEVELOPMENTS OPPORTUNITIES AND OUTLOOK:

Industrial Packaging is the largest manufacturer in India. Steel Drums are utilized forsafe packaging and transportation of liquid/semi liquid/ pulp/greases/powders etc.

The main drivers of rigid Industrial Packaging are:

1) Growth of underlying custom Industries Rigid Industrial packaging demand is closelycorrelated with the underlying growth of customer Industries (Chemical Industry withlargest influence).

2) Substitution across Packaging segment shift between different materials due tochanging customer needs.

3) Standardization increases comparability between packaging products.

INDUSTRY OUTLOOK:

The Covid-19 Pandemic is the defining Global Health crisis of our time and is spreadingvery fast across the country including whole world. But it is much more than health crisisand is having an unprecedented impact on people and economies worldwide.

In the last few years the Barrel Industry has witnessed a positive change.Implementation of Goods & Services Tax Act (GST) have ensured Greater transparency andprotection for barrel industries but also rewarded more efficient and organized playersin the industry by reducing the cost arbitrage benefits of the unorganized sector.

Moreover tough market conditions in the last few years have opened up opportunitiesfor Companies with strong balance sheets to secure projects at attractive rates.

INDUSTRIAL RELATIONS:

Industrial Relations with all the employees of the Company were cordial during the yearunder review.

SEXUAL HARASSMENT ON WOMEN (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has formed an Internal Complaints Committee (ICC) which is responsible forRedressal of complaints related to Sexual Harassment as per the policy.

During the year under review there was no complaint of Sexual Harassment onwomen/employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A):

During the year 2019-2020 the Global economy showed positive results and that alsohelped in the revival of Asian Economic Growth. However the same are given separatelyforming Part of the Board of Directors' Report.

CORPORATE GOVERNANCE:

A Report on Corporate Governance alongwith a Certificate from Auditors of the Companyregarding the compliance with the conditions of Corporate Governance as stipulated underPart E of Schedule V of SEBI LODR forms Part of this Annual Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD:

The applicable Secretarial Standard i.e. SS-1 and SS-2 relating to the meetings of theBoard of Directors' and General Meetings have been duly complied by the company.

INSIDER TRADING REGULATIONS & CODE OF DISCLOSURE:

The Board of Directors have adopted the Code of Practice and procedures for fairdisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andconduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions (RPT) entered into by the Company during the yearunder Review were at arms' length in the Ordinary course of business. All the RelatedParty Transactions (RPT) are placed before the Audit Committee forits approval. As suchno particulars of such contracts or arrangements are furnished. The same has beenenumerated in Note No. 29 of the Balance-Sheet.

SHIFTING OF REGISTERED OFFICE WITHIN SAME LOCALITY:

During the year our Registered Office was shifted within same Locality from JwalaEstate Pushp Vinod-2 2nd Floor Soniwadi Off S.V. Road Borivali (West) Mumbai 400 092to New Regd. Office at MADHAV NIWAS CHSL FLAT NO. B-1A FIRST FLOOR NATAKWALA LANE OPP.S. V. ROAD BORIVALI (WEST) MUMBAI - 400 092 on account of Administrative convenience.

GREEN INITIATIVES:

Electronic copies of the Annual Report 2019-2020 and the Notice of the AGM are sent toall the members whose email addresses are registered with the R&T Agents i.e. M/s.Sharex Dynamic (India) Pvt. Ltd.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to the State and Central Governmentfor their co-operation and dedicated and devoted services rendered by the employees of theGroup of Company at all levels. Your Directors also thank the Bankers customersshareholders and the suppliers of your Company for their co-operation and valuablesupport.

.