jain farms palm oil ltd Directors report

To, The Members of

JAIN FARMS PALM OIL LIMITED

Your directors have pleasure in presenting the 27th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March, 2022.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended March 31, 2022, is summarized below: -

	(Amt. in Lac.)	(Amt. in Lac.)
Particulars	31.03.2022	31.03.2021
Total Revenue	567.22	225.78
Less: Expenses excluding Depreciation	466.17	219.64
Profit /(Loss) before Depreciation, Taxation and Exceptional items	101.05	-1,87
Less: Depreciation	2.93	4.00
Profit /(Loss) before Taxation and exceptional items	98.12	2.13
Less: Exceptional items	-	-
Profit /(Loss) before Tax	98.12	2.13
Less: Tax expenses
Current Tax		0.55
Deferred tax	(3.70)	(3.96)
Net Profit/(Loss) for the year	101.82	5.53

2. STATE OF COMPANYS AFFAIRS:

Despite of difficult market conditions due to Covid-19 in the market, the performance of your Company has been satisfactory and has been able to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under.

Revenue: During the financial year 2021-22, the revenue of the Company has Increased from Rs. 225.78 lac to Rs. 567.22 lac. It shows that the turnover of the Company Increased as compared to previous financial year 2020-21.

Expenses: In Financial Year ended 31 March 2022, the purchase & cost expense of the Company has Increased from Rs. 219.64 lac to 466.17 lac as compared to the previous financial year ended on 31 March 2021.

Profit: During the year Company has incurred net profit of Rs 1,01,82,014/- compared to net profit of Rs. 5,53,482/- in the FY 2020-21.

For the financial year 2021-22, the Company has faced the impact of recession but the turnover has increased, the company has taken steps to cut down its operational and administrative costs and tried to mitigate the expenses. At the beginning part of the financial year, COVID-19 has also impacted the business of the Company. Board is of the opinion that in the upcoming financial year, Company will be able to enhance its revenue.

3. SHARE CAPITAL:

a) Authorised capital

During the year under review, the Authorised capital of the company has not increased or decreased.

b) Issue / allotment of shares

Your Company has not issued/allotted any equity shares during the year ended 31st March 2022.

c) Other information

The Company has neither issued shares with differential voting rights nor granted any Stock options or sweat equity shares.

4. DIVIDEND:

The Company has recorded a net profit of Rs 1,01,82,014/- during the year, but to keeping the future in the view your Directors did not propose any dividends for the Financial Year ending 31st March 2022.

5. ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is placed on the web address of the company i.e http://jfpol.jainfarms.com/

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 as at March 31, 2022 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a ‘going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including the audit of internal financial controls over financial reporting by the Internal Auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2021-2022.

7. CHANGES IN NATURE OF BUSINESS:

There is no significant change made in the nature of the company during the financial year.

8. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Companys internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Act. The Companys internal financial controls framework is based on the ‘three lines of defense model. The Company has laid down standard operating procedures and policies to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company. The board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year FY 2021-2022.

9. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors and Mr. Mahaveerchand Sethia, confirming that Directors meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). In Annexure-III

10. AUDITORS:

A) STATUTORY AUDITORS:

The Company had appointed M/s. Safal Gupta & Associate., Chartered Accountants, Bangalore as Statutory Auditors of the Company for carrying out the Statutory Audit of the Company for the Term of 5 years commencing from the conclusion of 22th Annual General Meeting to the conclusion of 27th Annual General Meeting of the Company (from Financial Year 2017-18 to 2021-22).

The present term of the Statutory Auditors will be completed on the conclusion of 27th Annual General Meeting of the Company scheduled to be held on September 30, 2022. The Board of Directors at their meeting held on September 03, 2022 has decided to appoint RASHI AGARWAL AND ASSOCIATES Chartered Accountants, Bangalore for the term of five consecutive years commencing from conclusion of 27th Annual General Meeting to the conclusion of 32nd Annual General Meeting of the Company (from Financial Year 2022-23 to 2026-27) subject to the Shareholders approval at ensuing Annual General Meeting.

There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed there under, either to the Company or to the Central Government.

The notes on accounts referred to and the Auditors Report are self-explanatory and therefore do not call for any explanatory note.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Parul Dwivedi & Associates, represented by its Proprietor Ms. Parul Dwivedi, a firm of Company Secretaries in Practice (CP No. 20933), to undertake the Secretarial Audit of the Company for the F.Y. 2021-22. The Secretarial Audit Report for F.Y. 2021-22 is annexed herewith as “Annexure VI”.

11. INTERNAL AUDITORS

Company has Internal Auditors under section 138 of the Companies Act, 2013 for the financial year FY 2021-2022.

12. AUDITORS REPORT

a) Statutory Auditors report contains following auditors qualifications. Statutory Audit report is enclosed separately to this report. i) The balances held under Sundry Debtors and Creditors are subject to confirmation, reconciliation, and adjustments, if any. The effect of the aforesaid adjustments on the financial statements is not ascertainable as the relevant information is not in possession with the company. ii) In our opinion the company is not created the Provision for Gratuity payable as per the requirements of Accounting Standard -15: Employees Benefits which requires the provision to be created on basis of an Actuarial Valuation. The Company has not followed the same hence we cannot justify the provision created.

Boards reply

i) The reconciliation exercise has been taken up with sundry debtors and creditors to obtain the desired information. ii) The Company has created the provision for gratuity in the books, but it has not availed any Actuary report for the same as prescribed by AS-15. The Board of Directors would ensure that from next financial year onwards, provision for gratuity would be passed on the basis of Actuarial valuation.

b) The report of Secretarial Auditor contains following qualifications, and their report is annexed herewith to this report as “Annexure VI”.

i) That though the Company maintained its Members register, it is not properly updated and there exists a mismatch with List of shareholders filed by the Company in the previous Annual Return under section 92 of the Companies Act and submissions and Disclosure made to the Stock Exchanges under Regulation 31 of SEBI (LODR) Regulation 2015.

Boards Reply

i) Relating to Appointment of Members register The Company has earlier listed in the Madras Stock Exchange and same is closed in July 2015. While migrating from that stock exchange company has not received the proper data from the Stock Exchange and their officials. And many Shareholders are not updated the address properly, due to this we are unable to keep record of the Members Properly. Relating to Demat of Shares: Due to non-availability of the Members Address and contact information approaching them is getting difficult. Due to this the Demat of Shares is getting delay.

13. COMPOSITION OF BOARD OF DIRECTORS AND MEETINGS OF THE BOARD OF DIRECTORS

There were changes in the composition of board. a) Mrs. Vanitha has reappointed in the rotation of the Director.

The following Meetings of the Board of Directors were held during the Financial Year 2021-22:

Sl. No. Date of Meeting	Board Strength	No. of Directors Present
1. 07-04-2021	4	4
2. 30-06-2021	4	4
3. 13-08-2021	4	4
4. 03-09-2021	4	4
5. 15-11-2021	4	4
6. 14-02-2022	4	4

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued there under, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2021-2022.

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information, and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-Independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on date the Company does not have any subsidiary, joint venture or associate company.

16. PARTICULARS OF EMPLOYEES

The details in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

17. PARTICULARS OF LOANS, GUARANTEES OR/AND INVESTMENTS

During the year under review the Company has not given any loan, guarantee or made any investment covered under the provisions of Section 186 of the Companies Act, 2013.

18. DISCLOSURE REQUIREMENTS

Details of the familiarization program of the independent directors are available on the website of the Company (www.jainfarms.com)

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The whistle blowing Policy is available on the companys website at (www.jainfarms.com)

19. RELATED PARTY TRANSACTIONS

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Annexure-I of Form No. AOC -2 annexed herein.

All Related Party Transactions are placed before the Audit Committee and also to the Board for approval.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

21. FOREIGN EXCHANGE EARNINGS AND OUTGO.

There were no foreign exchange earnings and outgo during the year under review.

22. RISK MANAGEMENT

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board & Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.

23. LISTING STATUS

With effect from 21.05.2018 Company has been listed at Metropolitan Stock Exchange of India Limited.

24. MATERIAL CHANGES

There were no material changes took place after closure of the financials of the Company.

25. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

Pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the employees receiving remuneration more than Rs.1,02,00,000/-(Rupees One Crore Two Lakhs only) per annum and/or Rs.8,50,000/-(Rupees Eight Lakhs Fifty Thousand)per month, is not applicable to your Company.

There were no employees posted and working in a country outside India, not being directors or relatives, drawing more than the amount prescribed under the Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the details are not required to be circulated to the Members and also not required to be attached to this Annual Report.

26. RISK MANAGEMENT:

The Company has in place Risk Management system according to which the Board of Directors of the Company periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

27. CORPORATE SOCIAL RESPONSIBILITY

Since the Companys Net worth does not exceed Rs. 500 crores or the Companys turnover does not exceed Rs. 1000 crores or the Companys Net Profit does not exceed Rs. 5 Crores in the Financial Year 2021-22, the provisions of section 135 of the Companies Act, 2013 are not applicable.

28. VIGIL MECHANISM:

Your Company is committed to highest ethical and legal standards. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the Listing Regulations.

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013.

The Company has a Zero Tolerance towards Sexual Harassment at the workplace. Company has adopted necessary steps to Prevent, Prohibit and redressal of Sexual Harassment at workplace.

30. CORPORATE GOVERNANCE

The Company has taken adequate steps to adhere to all the stipulations laid down under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance included as a part of this Annual Report is given in Annexure-II.

Certificate from the Practicing Company Secretary of the company confirming the compliance with the conditions of Corporate Governance as stipulated under the Listing Agreement and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Annual Report.

31. DEPOSITS

The Company has not accepted fixed deposits from the public and shareholders within the meaning of Section 73(1) of the Companies Act, 2013 and Rules made there under, during the year under review. The Company has re-paid all outstanding deposits accepted before the commencement of the Companies Act, 2013, during the year under review.

32. MANAGEMENT DISCUSSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is given as an Annexure IV which forms part of this report.

33. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceeding pending in the name of the Company under Insolvency and Bankruptcy Code 2016.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION

WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTION:

During the year under review, there has been no one-time settlement of loan from Bank and Financial Institution.

35. SECRETARIAL STANDARDS:

During the year under review, the Company was incompliance with the Secretarial Standards. i.e. SS-1 and SS-2 relating to “Meetings of the Board of Directors” and “General Meetings” respectively.

36. ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and workers of the Company.

For JAIN FARMS PALM OIL LIMITED
[CIN: L01133KA1995PLC016969]
SD/-	SD/-
MAHAVEERCHAND SETHIA	MANGALCHAND JAIN KEWALCHAND
DIN: 07640886	DIN:01845160
Director	Managing Director
Date: 03.09.2022
Place: Bengaluru