To,
The Members
Jolly Plastic Industries Limited
Your Directors have pleasure in presenting the 42th Annual Report of
the Company together with the Audited Accounts for the financial year ended March 31,
2023.
FINANCIAL SUMMARY OR HIGHLIGHTS
(Amount in R )
PARTICULARS |
F.Y. 2022-23 |
F.Y. 2022-23 |
| Sales/ Income from operations |
3853669 |
5921593 |
| Total Expenses |
(3678934) |
(5393584) |
| Profit/ (loss) before exceptional item and
tax |
174735 |
528009 |
| Less: Exceptional Items |
0 |
0 |
| Profit/ (loss) before tax for the year |
174735 |
528009 |
| Less: Income tax and deferred tax expenses |
(45431) |
(137,282) |
| Profit after tax for the year |
129304 |
390,726 |
| Other Comprehensive Income/ Loss |
0 |
0 |
| Net Profit/ Loss for the Year |
129304 |
390,726 |
CHANGE IN NATURE OF BUSINESS
During the year there was no change in nature of business of the
company.
COMPANYS PERFORMANCE
Company has been indulged in the enhancement of shareholder value
through sound business decisions, prudent to financial management and high standard of
ethics throughout the organization.
RESERVE
The Board of the company has transferred 129304/- to reserves for
future growth and expansion of the company.
DIVIDEND
The Board has not recommended any dividend for the year 2022-23 and
therefore there is no liability arises for the payment of Dividend Distribution Tax (DDT)
MATERIAL CHANGES AND COMMITMENT THAT AFFECT THE COMPANYS
FINANCIAL POSITION
There was no material change during the year 2022-23 that affect the
financial position of company and therefore no requirement was raised to disclose remedial
measures.
GENERAL INFORMATION OF COMPANY
Management has overviewed the industry in respect of our company and
observed that there was no important change in industry during the last year 2022-23 which
had impacts on companys performance.
ROTATION OF DIRECTOR
Mr. Adesh Kumar Agarwal (DIN- 07966067) is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible offer himself for reappointment.
DIRECTORS
Composition of Board of Directors:-
S.NO. |
NAME |
DESIGNATION |
| 1. |
Mr. Atul Kumar Agarwal |
Non Executive Director |
| 2. |
Mr. Braj Mohan Singh |
Managing Director cum Chief Financial
Officer |
| 3. |
Mrs. Sandeep Kaur |
Non Executive Director/Women Director |
| 4. |
Mr. Rajesh Kumar Vaid |
Non Executive Director Independent
Director |
| 5. |
Mr. Adesh Kumar Agarwal |
Non Executive Director Independent
Director |
DETAILS OF DIRECTORS /KMP WHO HAVE APPOINTED OR RESIGNED DURING THE
YEAR:
S.NO. |
NAME |
EVENT |
1. |
Mrs. Payal Agarwal |
Resigned from the post of Director due to
personal reasons on 13/08/2022 |
2. |
Mrs. Sandeep Kaur |
The designation of Mrs. Sandeep Kaur was
changed to director w.e.f. 30/09/2022 |
3. |
Miss. Reema |
She was appointed as Company secretary cum
compliance officer we.f 12/05/2022 |
SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES
As on 31st March 2023, the Company has no Subsidiary, Joint- Venture or
Associate Company.
CONSOLIDATED FINANCIAL STATEMENT
As company has no Subsidiary, Joint- Venture or Associate Company, the
provision for preparation of consolidated Financial Results is not applicable to company.
DEPOSITS
During the year under review the Company has not accepted any deposit
falling within the meaning of section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS
OPERATIONS IN FUTURE
During the year there was no significant and material order passed by
any regulators or court or tribunal which would impact the going concern status and
companys operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy
are included in the Management Discussion and Analysis, which is a part of this report.
CAPITAL AND DEBT STRECTURE
The Authorized Capital of the company is 120000000.00/- and paid up
Equity Share Capital as on 31st March, 2023 was 66764000.00/- each @ 1/- per share. There
was no change in the capital structure of company and company has not issued any new share
or convertible securities during the year 2022-23. The Company not issued shares with
differential voting rights nor granted stock options nor sweat equity. Instead of above
that the company was not issued any debentures, bonds, warrants or any non convertible
securities during the year 2022-23.
The company has not held any shares in trust for the benefit of
employees where the voting rights are not exercised directly by the employees.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The internal Audit functions reports to the
Chairman of the Audit Committee and to Chairman and Managing Director of the Company.
The Internal Audit monitors and evaluates the efficiency and adequacy
of internal control systems in the company. Its compliances with operating systems,
accounting procedure and policies at all locations of the Company.
M/ Sandeep Kumar Singh & Co Chartered Accountants, (FRN No:
035528N) acts as an Internal Auditor of the Company.
Business Risk Assessment procedures have been set in place for
self-assessment of business risks, operating controls and compliance with Corporate
Policies. There is an ongoing process to track the evolution of risks and delivery of
mitigating action plans.
MEETING OF BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year eight (08) Board Meetings held. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
During the year Financial Year from 1st April, 2022 to 31st March,
2023, the board of directors met eight (8) times 06/04/2022, 12/05/2022, 30/05/2022,
13/08/2022, 05/09/2022, 14/11/2022, 18/11/2022, and 14/02/2023.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors
report as under: a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the company at the end of
the financial year and of the profit or loss of the company for that period. c) That the
directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities.
d) That the Directors have prepared the annual accounts on a going
concern basis.
e) That the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively.
f) That the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
DECLARATION BY INDEPENDENT DIRECTOR
There are two (2) Independent Directors i.e. Mr. Rajesh Kumar Vaid, and
Mr. Adesh Kumar Agarwal. The company has received necessary declaration from both
Directors under section 149 of the companies Act, 2013 and that the Independent Directors
have complied with the Code for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013.
INDEPENDENT DIRECTORS
S. No. |
NAME |
DESIGNATION |
1. |
Mr. Rajesh Kumar Vaid |
Non Executive(Independent
Director) |
2. |
Mr. Adesh Kumar Agarwal |
Non Executive(Independent
Director) |
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive,
non-executive and independent Director to maintain the independence of the Board, and
separate its functions of governance and management. As of March, 31 2023, the Board have
Five (5) Directors.
The Policy of the company on directors appointment and
remuneration, including the criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under sub-section (3) of section
178 of Companies Act, 2013 is in place and maintained by company as per law.
EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION AND
ADVERSE REMARK
There was no qualification, reservation and adverse remark given by
Statutory Auditor and Secretarial Auditor.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
The detail of any loan or guarantees or securities and investment made
during the year 2022-23 covered under the provisions of section 186 of the Companies Act,
2013 given under note 26 to financial statement.
COMMITTEE OF BOARD
The Companys Board has the following mandatory committees: 1)
Audit Committee 2) Nomination and Remuneration Committee 3) Stakeholders Relationship
Committee
AUDIT COMMITTEE
The Audit committee has three (3) directors as members in the committee
from which two third (2/3) of the members were independent directors and all the members
of audit committee are financially literate. The Audit Committee of the Company duly
constituted by the following members:- i) Mr. Rajesh Kumar Vaid ii) Mrs. Sandeep Kaur iii)
Mr. Adesh Kumar Agarwal
During the year F.Y. 1st April, 2022 to 31st March, 2023, the Audit
Committee met five (5) which are held on 30/05/2022, 13/08/2022, 05/09/2022, 14/11/2022
and 14/02/2023. The Minutes of the Meetings of the Audit Committee are discussed and taken
note by the board of directors.
The Statutory Auditor, Internal Auditor and Executive Directors/ Chief
Financial Officer are invited to the meeting as and when required.
The Composition of the Audit Committee and their Attendance at the
Meeting:
No sitting fees have been paid to any director during the year. The
remuneration paid to all Key management Personnel was in accordance with remuneration
policy adopted by the company. All members have attended the meeting in person.
Name Of Members |
Category / Designation |
No. of Meetings |
Attendance
Percentage (%) |
|
|
Entilted |
Attended |
|
| Mr. Adesh Kumar Agarwal |
Chairperson |
5 |
5 |
100 |
Mr. Rajesh Kumar Vaid |
Member |
5 |
5 |
100 |
| Mrs. Payal Agarwal |
Member |
2 |
2 |
100 |
| Mrs. Sandeep Kaur |
Member |
3 |
3 |
100 |
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company duly
constituted by the following members:-
i) Mr. Rajesh Kumar Vaid ii) Mrs. Sandeep Kaur iii) Mr. Adesh Kumar
Agarwal
The Committee met 4 (Four) times on 13/08/2022, 05/09/2022, 18/11/2022
and 14/02/2023 during the financial year ended March 31, 2023.
The Composition of the Nomination and Remuneration Committee and Their
Attendance at the Meeting:
No sitting fees have been paid to any director during the year. The
remuneration paid to all Key management Personnel was in accordance with remuneration
policy adopted by the company. All members have attended the meeting in person.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company duly constituted
by the following members:- i) Mrs. Sandeep Kaur ii) Mr. Atul Kumar Agarwal iii) Mr. Adesh
Kumar Agarwal
The Committee met 3 (three) times on 15/04/2022, 19/07/2022, 18/10/2022
and 16-01-2023 during the financial year ended March 31, 2023.
The Composition of the Stakeholder Relationship Committee and Their
Attendance at the Meeting:
No sitting fees have been paid to any director during the year. The
remuneration paid to all Key management Personnel was in accordance with remuneration
policy adopted by the company. All members have attended the meeting in person.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of its own performance, its Committees, as well as the Directors
individually.
The outcome of the Board evaluation was discussed by the Nomination
& Remuneration Committee and at the Board Meeting held on 14/02/2023 and improvement
areas were discussed.
INDEPENDENT DIRECTOR MEETING
During F.Y. 2022-23, one (1) meeting of the Independent Directors was
held on 14th February, 2023. The Independent Directors, inter-alia, reviewed the
performance of Non-Independent Directors, Board as a whole and Chairman of the Company,
taking into account the views of executive directors and non-executive directors.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory
Auditors under Section 143 of the Act read with relevant Rules framed there under either
to the Company or to the Central Government.
RELATED PARTY TRANSACTIONS
During the financial year ended 31st March 2023, all contracts or
arrangements or transactions entered into by the Company with related parties were in the
ordinary course of business and on an arms length basis and were in compliance with
the applicable provisions of the Companies Act, 2013, and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations), as applicable. Further, the Company did not enter into any contract
or arrangement or transaction with related parties that could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
FORM AOC-2 annexed in " Annexure A" herewith and forming part of this report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company needs not to comply with the provisions of Section 135 of
Companies act, 2013, as the company does not fall in eligibility criteria of Corporate
Social Responsibility initiatives.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required to be furnished under section 134 (3)(m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to
Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is
annexed in "Annexure B" herewith and forming part of this report.
BUSINESS RISK MANAGEMENT
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the business. In order to achieve the key objective, the
policy establishes a structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In todays challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the Company are imperative.
The common risks inter alia are: Regulations, competition, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps
as appropriate are taken to mitigate the same.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all level.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest standards of
professionalism, honesty, integrity and ethical behavior the company has adopted a vigil
mechanism policy.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate in securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing in the Companys shares and
prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible for implementation of the
Code.
All Board Directors and the designated employees have confirmed
compliance with the code.
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH,
2021
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return
is available on the website of the Company https://www.jollyplasticindustriesltd.in/
SECRETARIAL AUDIT REPORTS
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Company has appointed M/S CS Divya Rani, Practising Company Secretary(COP No. 26426) to
undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure
C" in the Form MR-3.
AUDITORS REPORTS
G A M S & Associates LLP (FRN ON500094) was the statutory auditor
of the company for the FY 2022-2023. The Independent Auditor Report is annexed herewith.
COMPLIANCE WITH SECRETARIAL STANDARD
All the applicable Secretarial Standard was complied by company during
the year 2022-23. Applicable Secretarial Standard-1 and Secretarial Standard-2 took in
consideration while meeting of Board of Directors and General meetings are conducted
during the year. Secretarial Standard-4 was considered for preparation of Board Report of
company during the year 2022-23.
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has complied with the provision relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as follows:
a. Number of complaints filed during the financial year : Nil b. Number
of complaints disposed of during the financial year : Nil c. Number of complaints pending
as on end of the financial year : Nil
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS
ANDDISCLOSURE REQUIREMENTS) REGULATIONS, 2015
As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd
September,2015, of Securities and Exchange Board of India (Listing Obligations And
Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day
of previous financial year i.e. on 31st March 2022 was 6,67,64,000.00/- and Net Worth was
6,83,65,436/-
Therefore, in terms of the said circular the compliance with the
corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24,
25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D
and E of Schedule V shall not apply in our Company.
CODE OF CONDUCT COMPLIANCE
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the Company.
LISTING WITH STOCK EXCHANGES
The Company has not paid the Annual Listing Fees for the year 2022-23
so far to BSE where the
Companys Shares are listed.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation of the
services rendered by the employees of the Company. They are grateful to shareholders,
bankers, depositors, customers and vendors of the company for their continued valued
support. The Directors look forward to a bright future with confidence.
CAUTIONARY STATEMENT
The statements contained in the Boards Report contain certain
statements relating to the future and therefore are forward looking within the meaning of
applicable securities, laws and regulations various factors such as economic conditions,
changes in government regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in actual result.
For and on behalf of the Board
Jolly Plastic Industries Limited
| ATUL KUMAR AGARWAL |
BRAJ MOHAN SINGH |
| DIN: 00022779 |
DIN: 05229527 |
Place: Delhi Date: 06/09/2023
+91-9892691696
