To,
The Members,
Your Directors present their 57 Annual Report on the business and operations of the
Company and the accounts for the
Financial Year ended 31 March, 2023.
STATE OF COMPANYS AFFAIRS:
Your Company is in the business of sales and service of Electronic Household
Accessories. It has a worldwide network, single sales office, a warehouse and a workforce
of over 50 people that sell a single product to about 1,00,000 + customers in India and
Abroad.
FINANCIAL PERFORMANCE:
|
Standalone |
| Particulars |
March 2023 |
March 2022 |
| Income From Operations |
39,14,60,480 |
23,34,48,797 |
| Other Income |
2,46,468 |
3,62,904 |
| Total Income |
39,17,06,948 |
23,38,11,701 |
| Profit/(Loss) Before Tax |
1,73,50,382 |
20,46,915 |
| Less:- Provision For Taxation |
31,74,106 |
0 |
| Net Profit/(Loss) After Tax |
1,41,76,276 |
20,46,914 |
During the financial year 2022-23, due to several factors, the total income increased
by 67.69% as compared to previous years total income. There is a Profit before tax of Rs.
1,41,76,276 as compared to Profit before tax of Rs. 20,46,914 in the previous year.
DIVIDEND AND BOOK CLOSURE :
The Board of Directors does not recommend dividend on equity shares for the current
financial year.
The register of members and share transfer books will remain close from 22nd September,
2023 to 28th September, 2023 (both days inclusive) for the 57th Annual General Meeting of
the Company scheduled to be convened on 29th September, 2023 at 17, Cama Industrial
Estate, Walbhatt Road, Goregaon (East), Mumbai- 400063.
FINANCIAL SITUATION: Reserves& Surplus
As at 31st March, 2023 Reserves and Surplus amounted to Rs. 9,39,02,992 as compared to
Rs. 8,01,94,072 of previous year. The said scenario is due to increase in profitability of
the Company during the year under review.
Long Term Borrowings
The Company has tried to pay its Liability as much as possible, however the Long Term
Borrowings of the Company has Rs. 85,78,645 during the year as compared to Short Term Loan
Borrowings of Rs. 89,47,831 during the previous year
Short Term Borrowings
The Company has also paid maximum of its liability under short Term Liability and the
Short Term Liability has increased upto increased upto Rs. 4,48,07,854 in the current
financial year as compared to Rs. 3,50,40,558 during the previous year.
The Fixed Assets of the Company as on 31st March, 2023 is Rs. 81,07,677 as compared to
Rs. 50,55,609 during the previous year under review.
Investments
The Company has not made any addition in investment during the year under review.
SHARE CAPITAL :
During the year under review, there was no change in the authorised share capital of
the capital . The authorized capital of the company for the year ended 31st March, 2023 is
6,10,00,000 comprising of 61,00,000 shares.The paid up share capital of your Company is
Rupees /- (Rupees Six Crore Nine Lakh Ninety Eight Thousand Four Hundred Only) divided
into 60,99,840 equity shares of Rupees 10/- each. There is no change in the paid up share
capital structure during the period under review.
MEETINGS BOARD OF DIRECTORS:
The Board normally meets once in a quarter and additional meetings are held as and when
required. During the year, the Board of Directors met 4 times i.e. on 30th May, 2022, 13th
August, 2022, 14th November, 2022, 14th February, 2023. The date of Board Meetings were
generally decided in advance with adequate notice to all Board Members.
APPOINTMENT / RESIGNATION OF DIRECTORS (SECTION 168(1)) AND KEY MANAGERIAL PERSONNEL
(KMP):
Mrs. Veena J Agarwal were Continued to be as Managing Director of the Company. Mr.
Shirish Gotecha, Mr. Ravindra Ashok Mishra, Mr.Chandrakant Balde, Mr. Rakesh Jain , Mr.
Atin Agarwal, Mr. Jainarain Agarwal were Continued to be on the Board of the Company.
The Board of the Company continues to comprise of 7 (Seven) Directors including 4 (two)
Independent Directors, 1 (one) Executive Director and 2 (Two) Non-Executive Directors.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION
149:
The Independent Directors of your company, i.e, Mr. Chandrakant Balde , Mr. Rakesh Jain
and Mr. Ravindra A. Mishra, have submitted their declaration of Independence, as required
under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of
independence as provided in Section 149(6) and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE
COMPANIES ACT, 2013:
The Board of Directors of your Company in consultation with Nomination and Remuneration
Committee had formulated and adopted Code for Independent Directors and which contains
policy on directors appointment and remuneration including criteria for determining
qualification, positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors in
adherence with the policy prescribed under the code of independent directors and
provisions of section 178(3) of the Companies Act, 2013.
AUDIT COMMITTEE:
The Company has an Independent Audit Committee comprising of 2 (Two) Independent
Directors and 1 (one) Executive Director. Mr. Shirish D. Gotecha is the chairperson of the
Committee and Mr. Ravindra A. Mishra and Mr. Veena Agarwal, Managing Director of the
Company are Members of the Committee. All the members of the Audit Committee are
financially literate. In view of their professional qualification and experience in
finance, all are considered to have financial management and accounting related expertise.
Terms of reference of the Audit committee are elaborated in the Corporate Governance
report which forms the part of this Annual Report. The Committee met four (4) times during
the financial year 2022-2023 and all the members of the committee attended the meeting.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee (hereinafter referredto "NRC") has been
adequately constituted in accordance with the provisions of Companies Act, 2013 read with
rules made thereunder and Listing Regulations.
The Committee comprises of all non-executive and independent directors. Mr. Shirish
Gotecha is the chairperson of the Committee and Mr. Chandrakant Balde and Mr. Ravindra
Mishra are the members of the committee. The Committee met four (4) times during the
financial year 2022-2023 and all the members of the committee attended the meeting.
STAKEHOLDERS RELATIONSHIP COMMITTEE :
The Board of Directors of the Company has constituted a Stakeholders Relationship
Committee in accordance with the provisions of Companies Act, 2013 read with rules made
thereunder and Listing Regulations. The Stakeholders Relationship Committee comprised of
three Directors out of which all are Non-Executive Independent Directors viz. Mr. Shirish
Gotecha ,Mr.Ravindra and Mr. Chandrakant Balde Committee is chaired by Mr. Shirish
Gotecha, Non-Executive Nominee Director. The Company Secretary acts as the Secretary to
the Committee. The Company Secretary is also designated as Compliance officer of the
Company in terms of provisions of SEBI Listing and PIT Regulations. The Committee met once
during the financial year 2022-2023 and all the members of the committee attended the
meeting.
EVALUATION OF PERFORMANCE OF BOARD :
During the year, a separate Meeting of Independent Directors of the Company was held on
13th February,2023, which was attended by all the Independent Directors to discuss and
review the self-assessment of Directors, Board and Committees thereof and also assess the
quality, content and timeliness of flow of information between the Management and the
Board.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors confirms that:
(a) In the preparation of the annual accounts for the financial year ended 31st March,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures if any;
(b) The directors had 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 and loss of the company for that period;
(c) The directors had 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 had prepared the annual accounts on a going concern basis; and
(e) The directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) 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.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The Company has
implemented several best Corporate Governance Practices as prevelant globally.
Since the company falls under the exemption under Regulation 15(2) Securities and
Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations,
2015 Regulation 17 to 27 and clauses (b) to (i) and and (t)] of sub-regulation (2) of
regulation46 and para C , D and E of Schedule V shall not apply and thus the company do
not require to follow the Corporate Governance Requirements for the period under the
review.
LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY:
Particulars of loans, guarantees and investments made by the Company as required under
Section 186(4) of the Companies Act, 2013 are given in Note annexed to the Standalone
Financial Statements.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM
ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT:
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were on arms length basis, in the ordinary course of business
and in compliance with applicable provisions of the Companies Act, 2013 and SEBI Listing
Regulations. During FY 2022-23 there were no materially significant related party
transactions by the Company with the Promoters, Directors, Key Managerial Personnel and
other designated persons which may have a potential conflict with the interest of the
Company. All related party transactions, specifying the nature, value and terms of the
transactions including the arms-length justification, are placed before the Audit
Committee for its approval and statement of all related party transactions carried out
were placed before the Audit Committee for its review on quarterly basis. During the year
under review there have been no materially significant transactions prescribed under
Section 188(1) with related parties as defined under Section 2(76) of the Companies Act,
2013 (Act) and accordingly the information as prescribed under Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is attached
as an annexure to the directors Report. Further, there are no material related party
transactions during the year under review with the Promoters, Directors or Key Managerial
Personnel, which may have a potential conflict with the interest of the Company at large.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 and 125 of the Act read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), as amended, unpaid and/or unclaimed dividend of Rs.
3,59,350.00/- were transferred during the year to the Investor Education and Protection
Fund ("IEPF").
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Energy conservation dictates how efficiently a company can conduct its operations.
Jaipan Industries Limited has recognized the importance of energy conservation in
decreasing the deleterious effects of global warming and climate change. The Company has
undertaken various energy efficient practices that have reduced the growth in carbon di-
oxide (CO2) emissions and strengthened the Companys commitment towards becoming an
environment friendly organisation. A dedicated Energy Cell is focusing on energy
management and closely monitor energy consumption pattern across all manufacturing sites.
Periodic energy audits are conducted to improve energy performance and benchmark with
other international refineries and petrochemicals sites Jaipan Industries Limited Focuses
on (i) new products, processes and catalyst development to support existing business
through technologies for new businesses (ii) advanced troubleshooting, and (iii) support
to capital projects, and profit and reliability improvements in manufacturing plants.
Jaipan Industries Limited has Domestic Clients as well as Foreign clients.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments has been done my management affecting
the financial position of the Company between the end of the financial year of the company
to which the financial statements relates and the date of the report.
EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of Section 92 of the Companies Act, 2013, an extract
of the Annual Return for the FY 2022-23 in the format as prescribed is enclosed as
Annexure-II.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the
Company as it is suffering losses since last three consecutive years; hence disclosure in
this regard is not provided.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES - SECTION 177(10) :
The Board of directors of the Company believes in conducting all its affairs in a fair
and transparent manner, by adopting highest standards of professionalism, honesty,
integrity and ethical behaviour. The directors are committed to comply with the laws and
regulations to which it is subject. For this, it has put in place systems, policies and
procedures to interpret and apply these laws and regulations in the organizational
environment. In consonance with the object of transparency and good governance, the board
of directors of the company formulated and adopted "Whistle Blower Policy and Vigil
Mechanism".
The organizations internal controls and operating procedures are intended to detect
and prevent improper activities. In this regard, the Company believes in developing a
culture where it is safe for all the Directors/Employees to raise concerns about any poor
or unacceptable practice and any event of misconduct. These help to strengthen and promote
ethical practices and ethical treatment of all those who work in and with the
organization.
The main objective of this Policy is to provide a platform to Directors and Employees
to raise concerns regarding any irregularity, misconduct or unethical matters / dealings
within the group which have a negative bearing on the organization either financially or
otherwise.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION
(SECTION 197(12):
Details pertaining to remuneration as required under section 197(12) of the Companies
act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial
personnel) rules, 2014 are provided in Annexure-III to the Boards Report.
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration to directors and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the board of directors do hereby declare that:
(i) The Directors and employees of the company were paid remuneration as per the
Remuneration Policy of the Company.
SUBSIDIARY COMPANIES:
The Company has no subsidiary companies and hence company does not need to make
disclosure of contracts or arrangements or transactions not at arms length basis.
Deposits
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of
Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing
of details relating to deposits covered under Chapter V of the Companies Act or the
details of deposits which are not in compliance with Chapter V of the Companies Act is not
applicable.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 (3) and 53 (f) of the Securities and Exchange Board of India (Listing
Obligations And Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in
India, is presented in a separate section forming part of the Annual Report.
SECRETARIAL AUDIT:
Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there
under, Mr. Shravan Gupta, Practicing Company Secretary bearing PCS no. 27484 was appointed
to conduct the secretarial audit of our company for FY 2022-23 The Secretarial Audit
report is given separately under Annexure IV. There are no qualifications or observations
or other remarks made by the Secretarial Auditor on the audit conducted by him in his
Report.
STATUTORY AUDITOR:
Messrs SDA & associates, Chartered Accountants (ICAI Registration No.120759W), were
appointed as the Statutory Auditors of the Company at the 51st AGM held on September
29,2017, to hold office till the conclusion of the ensuing 56th AGM.
Messrs SDA & Associates, Chartered Accountants are eligible to be re-appointed for
a further term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the
Act and the Rules framed thereunder.
Accordingly, the Board of Directors of the Company at its meeting held on
14thAugust,2023 on the recommendation of the Audit Committee and subject to the approval
of the shareholders of the Company at the ensuing AGM, has approved the re-appointment of
Messrs SDA & Associates, Chartered Accountants (ICAI Registration No. 120759W), as the
Statutory Auditors, for a further period of 5 (five) years i.e. from the conclusion of the
ensuing AGM till the conclusion of 61st AGM of the Company.
The Company has received written consent and certificate of eligibility in accordance
with Sections 139, 141 and other applicable provisions of the Act and Rules framed
thereunder, from Messrs SDA & Associates. They have confirmed to hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of
India (ICAI) as required under the SEBI Listing Regulations.
The Auditors have issued an unmodified opinion on the Financial Statements, for the
financial year ended March 31, 2023. The said Auditors Report(s) for the financial year
ended March 31, 2023 on the financial statements of the Company forms part of this Annual
Report.
HUMAN RESOURCES:
Company considers its employees as most valuable resource and ensures strategic
alignment of Human Resource practices to business priorities and objectives. The Company
has a dedicated team of employees at various locations across our corporate office and
branch offices (including Subsidiary companies) spread across the country. The Company
strives to inculcate the culture where its employees are motivated and their performance
is aligned with values. Company has achieved this present level of excellence through the
commitment and dedication exhibited by its employees. The focus on improving productivity
and adoption of best practices in every area are being pursued relentlessly. Efforts for
active participation, nurturing creativity and innovation and ensuring a climate of
synergy and enthusiasm have been at the core of Human Resource initiatives and
interventions.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
Your Company has adequate internal financial control and adopted Internal Financial
Control Policy in order to maintain confidentiality of price sensitive information and
internal financial control.
REPORTING OF FRAUD :
There was no instance of fraud reported during the year under review, which required
the Statutory Auditors or Secretarial Auditor to report the same to the Audit Committee of
the Company under Section 143(12) of the Act and Rules framed thereunder.
RISK MANAGEMENT:
The Company has mechanisms to inform the Board Members about the risk assessment and
minimization procedures and periodical review to ensure that executive management controls
risk through means of a properly identified framework. Risk management is an ongoing
process and the Audit Committee will periodically review risk mitigation measures. The
Board of Directors has not constituted a Risk Management Committee as is not mandatory to
the company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated
September 15, 2014.
The Board of Directors of the Company and the Audit Committee shall periodically review
and evaluate the risk management system of the Company so that the management controls the
risks through properly defined network.Head of Departments shall be responsible for
implementation of the risk management system as may be applicable to their respective
areas of functioning and report to the Board and Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS INFUTURE:
There are no significant and material orders passed by the regulators/courts/tribunal
which would impact the going concern status of the Company and its operations in the
future.
POLICY FOR SEXUAL HARRASMENT:
The Company has always been committed to provide a safe and dignified work environment
for its employees which is free of discrimination, intimidation and abuse. The Company has
adopted a Policy for Prevention of Sexual Harassment of Women at Workplace under the
provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013("Act"). The objective of this policy is to provide
protection against sexual harassment of women at workplace and for redressal of complaints
of any such harassment. The Company has also constituted an Internal Complaints Committee
to redress the complaints received under this policy.
The following is a summary of sexual harassment complaints received and disposed-off
during the year under review:
- No of complaints received : Nil
- No of complaints disposed-off : NA
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank all investors, clients, vendors, banks,
regulatory, Government authorities and Stock Exchanges for their continued support and
cooperation. The Directors also wish to place on record their appreciation of the
contribution made by the business partners / associates at all levels.
For and on behalf of the Board of Directors
Veena Agarwal
DIN - 07104716
Managing Director
Place : Mumbai
Date: 30th August, 2023
Registered Office:
17, Jai Villa Compound, Cama Industrial Estate,
Walbhat Road, Goregaon (East) Mumbai 400063 .
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Jaipan Industries Limited is one amongst the few companies into the manufacturing of
Electronic Household Accessory and has carried out a niche for them in this particular
Electronic industry. The management of the company vests in the Board comprising of
personnel with more than over a decade of hands-on industry experience. The day to day
affairs are being managed by a team of experienced and qualified professionals.
The company always strives to achieve optimum performance at all levels by adhering to
corporate governance practices which rests upon the four pillars of: transparency,
disclosure, independent monitoring and fairness to all.
Continental Controls Limited always strived to promote good governance practices, which
ensures that:
A Competent management team is at the helm of affairs.
The Board is strong with an optimum combination of Executive and Non-Executive
directors, who represent the interest of all stakeholders.
The Board effectively takes all key corporate decisions and is effectively in control
of the company affairs.
The management and employees have a stable environment.
The total revenue of the Company has been Rs. 39,14,60,480 as against the corresponding
figure of Rs. 23,34,48,797 for the last year.
With the positive economic environment, the company is positioning itself to reach
greater heights with increase in production of all its product groups. Continuous R &
D initiatives have shown improvement in quality and in the introduction of new products.
However, with the un-organized players in the Indian Market, more particularly in the
small-scale sector, prices have been under constant pressure resulting in lower
realization. This threat is being effectively met by constant product up gradation, cost
reduction, avoidance of waste and going for high value component.
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