Dear members,
Your directors submit their report together with audited accounts of
the company for the year ended 31st march, 2017. Financial results
|
Standalone |
Consolidated |
| Particulars |
2016- 2017 (current Year) |
2015-2016 (previous Year) |
2016- 2017 (current Year) |
2015-2016 (previous Year) |
| Total income |
1,378 |
3,771 |
3,902 |
3773.79 |
| Total expenditure |
1,049 |
4,803 |
4,937 |
5156.10 |
| Operational profit |
|
|
|
|
|
328.46 |
(1,032) |
(1,035) |
(1,382) |
| /(loss) |
|
|
|
|
| Profit/(loss) before tax, |
|
|
|
|
| Exceptional / |
328.46 |
(1,032) |
(1,035) |
(1,382) |
| Extra ordinary |
|
|
|
|
| Items |
|
|
|
|
| Exceptional / |
|
|
|
|
| Extra ordinary |
0 |
0 |
0 |
0 |
| Items |
|
|
|
|
| Profit/ (loss) before tax |
328.46 |
(1,032) |
(1,035) |
(1,382) |
| Profit / (loss) after tax |
328.46 |
(1,032) |
(1,035) |
(1,382) |
Consolidated accounts
The consolidated financial statements of your company for the financial
year 2016-17, are prepared in compliance with applicable provisions of the companies act,
2013, accounting
Standards and sebi (lodr) regulations, 2015 (erstwhile listing
Agreement) as prescribed by the securities and exchange board of india
(sebi). The financial statement has been prepared on the basis of the audited financial
statement of the company as approved by their respective board of directors.
Pursuant to the provisions of section 136 of the act, the financial
statements of the company, the consolidated financial statements along with all relevant
documents and auditors report thereon form part of this annual report. The financial
statements as stated above are also available on the website of the company and can be
accessed at the web link: www.jnpaints. Com.
Subsidiaries
Your company has one subsidiary company (jenson & nicholson paints
pvt. Ltd.) And one wholly owned subsidiary
(jenson & nicholson colours pvt. Ltd.) Floated on 02/11/2015 and
05/05/2017 respectively.
There are no associate companies within the meaning of section 2 (6) of
the companies act, 2013 ("act").
Further, in terms of proviso to sub-section (3) of section 129 of the
act, the salient features of the financial statement of the subsidiaries is set out in the
prescribed form aoc-1, which is attached herewith as a separate annexure- i
In accordance with section 136 of the companies act, 2013, the
financial statements of the subsidiaries are available for inspection by the members at
the registered office of the
Company during business hours on all days except saturdays, sundays and
public holidays upto the date of the annual general meeting (‘agm).any member
desirous of obtaining a copy of the said financial statements may write to the company
secretary at the corporate office of the company. The financial statements including the
consolidated financial statements, financial statements of subsidiaries and all other
documents required to be attached to this report have been uploaded on the website of the
company(www.jnpaints.com). The company has formulated a policy for determining material
subsidiaries. The policy may be accessed on the website of the company (www.jnpaints.com)
financial and organisational restructuring
Pursuant to ministry of finance-notification dated 25/11/2016,
provisions of sick industrial companies (special provisions)
Repeal act, 2003 has come into effect from 01/12/2016 hence the
companys reference before bifr stands abated.
Dividends
The directors regret their inability to recommend any dividend in view
of present position of the company.
Loans, guarantees or investments
The company has made investment in its wholly owned subsidiary company
namely jenson & nicholson colours pvt. Ltd. Amounting rs.5,00,000 (50,000 equity
shares of rs. 10/- each fully paid), apart from this company has not given any loans,
guarantees or made any investments hence there is nothing to report in respect of
requirement of section 134(3)(g) of the companies act, 2013.
Related party transactions
All related party transactions that were entered during the financial
year were in the ordinary course of business and were on arm length basis.
There were no material related party transactions entered by the
company with directors, kmps or other persons which may have potential conflict with the
interest of company.
All related party transactions, wherever applicable, are placed before
the audit committee. The quarterly disclosures of transactions with related parties are
made to the audit committee. The policy on materiality of related party transactions and
also on dealing with related party transactions as approved by the audit committee and the
board of directors is uploaded on the website of the company (www.jnpaints.com).
In compliance with section 134(3) of the companies act, 2013,
particulars of contracts or arrangements with related parties referred to in section 188
(1) of the companies act, 2013 are enclosed, in the form aoc-2, as a part of this
report (annexure-ii).
Shares
The paid up equity share capital as on march 31, 2017 was rupees
244851190/-. The company has neither issued shares with differential rights as to
dividend, voting or otherwise nor issued shares (including sweat equity shares) to the
employees or directors of the company, under any scheme.
No disclosure is required under section 67(3) (c) of the act, in
respect of voting rights not exercised directly by the employees of the company as the
provisions of the said section are not applicable.
Companys policy relating to directors appointment, payment of
remuneration and discharge of their duties
The company has formulated and adopted the nomination and remuneration
policy in accordance with the provisions of companies act, 2013 read with the rules issued
thereunder and the listing regulations. The nomination and remuneration policy of the
company provides that the nomination and remuneration committee shall formulate the
criteria for appointment of executive, non-executive and independent directors on the
board of directors of the company and persons in the senior management of the company,
their remuneration including determination of qualifications, positive attributes,
independence of directors and other matters as provided under sub-section (3) of section
178 of the companies act, 2013 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force). The nomination and remuneration policy can be
accessed on the website of the company (www.jnpaints.com).
Performance evaluation of the board
The board of directors in its meeting held on 27th october,
2016 has reviewed the performance of the committees, the members and
the board as a whole. The criteria and manner for performance evaluation is as per the
nomination and remuneration policy.
Particulars of employees and other additional information
The information required under section 197 (12) of the companies act,
2013 read with rule 5 (2) and rule 5 (3) of companies (appointment and remuneration of
managerial personnel) rules, 2014 is given in annexure- iii to this report and form
part of this report.
Conservation of energy & technology absorption from auditor/pcs
(para e of
Particular in respect of conversation of energy, technology
Absorption, foreign exchange earnings and outgo under
Section 134 (3) (m) of the companies act, 2013 read with rule 8 (3) of
the companies (accounts) rules, 2014 is given in the
Annexure- iv hereto.
Directors responsibility statement
Pursuant to the provisions of section 134(3)(c) of the companies
Act, 2013, your directors hereby confirm that a) in preparation of the
annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures; b) they have selected such accounting
policies and applied them consistently and made judgements 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 profitand loss of the company for that
period; c) they have taken proper and maintenance of adequate accounting records in
accordance with the provisions of companies act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities; d) they have
prepared the annual accounts on a going concern basis; e) they have laid down internal
financial controls to be followed by the company and that such internal financial control
are adequate and were operating effectively. F) they have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating
Corporate social responsibility
The provision of section 135 of the companies act, 2013, does not
applicable on company as it does not meet the criteria to fall in that section.
Listing of shares
The companys equity shares are listed on the calcutta stock
exchange, bombay stock exchange and national stock exchange. Annual listing fee of stock
exchanges has been paid.
Corporate governance
Since your company has equity paid up capital and net worth below the
prescribed limit as per regulation 15 (2) of sebi
(lodr) regulations, 2015 as on the last day of the previous financial
year so 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 to these regulations shall not apply to
your company.
Accordingly your company is not submitting compliance certificates from
cfo and ceo under regulation 17(8).
Accordingly your directors have decided not to submit the
Corporate governance report (para c of schedule v to sebi (lodr),
regulations, 2015), declaration by ceo (para d of schedule-v to sebi (lodr), regulations,
2015) and compliance certificate-v to sebi (lodr), regulations, 2015). However as soon as
the provisions of said regulation become applicable to a company at a later date, the
company shall comply with the requirements of within six months from the date on which the
provisions became applicable to the company.
Extract of the annual return
The details forming part of the extract of the annual return pursuant
to section 92(3) of the companies act, 2013 in form no.mgt-9 is laid out in annexure-v to
this report.
No. Of meetings of the board
During the twelve months ended march 31, 2017, the board of directors
met four times on 27th may, 2016, 28th july, 2016, 27th
October, 2016and 14th february, 2017.
The intervening gap between the meetings was within the period
prescribed under the companies act, 2013.
Directors & key managerial personnel directors
In accordance with the provisions of the section 152(6) of the
companies act, 2013, mrs. Kiran sahai retires by rotation and is eligible for
re-appointment. Accordingly her re- appointment has been included in the notice convening
the annual general meeting of the company.
Key managerial personnel
No change has been taken place in key managerial personnel.
Audit committee
As on the date of the report, of the audit committee comprises the
following members: mr. N. M. Sahai (chairman) mr. Faisal alam mr. Ajay kumar srivastava
the above composition of the audit committee consists of independent directors viz. Mr. N.
M. Sahai and mr. Ajay kumar srivastava who form the majority.
There were no recommendations made by audit committee which were not
accepted by the board.
Vigil mechanism / whistle blower policy
Pursuant to section 177 (10) of the companies act,2013 the board of
directors have formulated a whistle blower policy. The policy provides for a framework and
process whereby concerns can be raise by its directors and employees against any kind of
discrimination, harassment, victimization or any other unfair practice being adopted
against them. The company has also provided direct access to the chairman of the audit
committee on reporting issues concerning the interests of co-employees and the company.
The said policy is uploaded on the companys website and can be accessed at:
www.jnpaints.com/investor-relation.php.
Internal financial control
The board has adopted policies and procedures for ensuring the issued
orderly and efficient conduct of its business, including adherence to the companys
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial disclosures.
The internal controls and governance process are duly reviewed for
their adequacy and effectiveness through regular testing of key controls by independent
internal auditors.
Disclosure under sexual harassment of women at workplace (prevention,
prohibition and redressal) act, 2013
Your company has always believed in providing a safe workplace for
every individual working in companys premises through various interventions and
practices. The company always endeavours to create and provide an environment that is free
from discrimination a harassment including sexual harassment. The company has in place a
robust policy on prevention of sexual harassment of employees lays down the guidelines for
identification, reporting and prevention of sexual harassment.
There is an internal complaints committee (icc) which is responsible
for redressal of complaints related to sexual harassment and follows the guidelines
provided in the policy. During the year under review, no complaints were received.
Risk management policy
As per requirement of section 134(3) (n) of the companies act, 2013,
your directors have adopted/framed a risk management policy for the company. This policy
forms part of the internal financial control and corporate governance process of the
Company. The aim of this policy is not to eliminate risks, rather to
manage the risks involved in the company activities.
Statutory auditors
At the 93rd agm of company held on 29/09/2016, the
shareholders had approved the appointment of m/s. M. Mukerjee & co., chartered
accountants as statutory auditors to hold the office till the conclusion of the 94 th
agm.
M/s. M. Mukerjee & co., chartered accountants, have been the
statutory auditors of the company since the financial year 2004. They were reappointed for
the cooling period/relaxation of
3 (three) years given under section 139 and other applicable
provisions, if any, of the companies act, 2013 read with the companies (audit and
auditors) rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force).
Considering which the board of directors on the recommendation of audit
committee have proposed the appointment of m/s. Agasti & associates, chartered
accountants as statutory auditors at the ensuing annual general meeting for a period of
five years from the conclusion of this annual general meeting to the conclusion of the
annual general meeting to be held for the year 2022, subject to the ratification of
appointment by the members of the
Company at each annual general meeting.
The company has received written consent(s) and certificate(s) of
eligibility in accordance with sections 139,
141 and other applicable provisions of the companies act, 2013 and
rules issued thereunder (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) from m/s agasti & associates, chartered
accountants, by the haveconfirmed that they hold a valid certificate
Peer review board of the institute of chartered accountants of india as
required under the listing regulations.
The auditors report for the financial year ended 31st march, 2017
on the financial statements of the company is a part of this
Annual report.
Comment on auditors report
The remarks contain in the auditors report have been
appropriately explained in statement on impact on audit qualification-standalone &
consolidated which forms part of
Annual report.
Cost audit
The ministry of corporate affairs (mca) vide notification dated
31st december, 2014 made amendment in the companies (cost
records and audit) rules, 2014, through companies (cost records and audit) amendment
rules, 2015. As per the amendment rules, our company is exempted from the requirement to
conduct cost audit. Our company is required to maintain cost audit records only as
turnover of the company for fy ending 31/03/2015 exceeds 35 crores.
Fixed deposit
Your company has not accepted any deposits covered under
Chapter v of the companies act, 2013.
Secretarial audit report
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 mr. Nitin kumar mishra, company secretary in practice to undertake
the secretarial audit of the company. The report of the secretarial audit report is
annexed herewith as
Annexure-vi.
The remarks contain in the secretarial audits report have been
appropriately explained in annexure-vi(i) to the directors report.
Management discussion & analysis report
Pursuant to sebi (listing obligations and disclosure
Requirements) regulations, 2015, management discussion and analysis is
appended as annexure-vii.
Significant & material orders passed by the regulators or courts,
if any
Pursuant to section 134(3)(q) of the companies act,2013 read with
companies (accounts) rules, 2014, it is stated that no material order has been passed by
any regulator, court or tribunal impacting the companys operation and its going
concern status during the financial year 2016-17.
Appreciation
Your directors wish to convey their gratitude and place on record their
appreciation for all the employees at all levels for their hard work, solidarity,
cooperation and dedication during the year. Your directors sincerely convey their
appreciation to customers, shareholders,vendors,bankers and government authorities for
their continued support.
|
For and on behalf of the
board |
|
Sd/- |
Sd/- |
| Place: patna |
N.m. sahai |
B.c.srivastava |
| Dated: 8th june, 2017 |
(chairman) |
Managing director |
|
Din: 00422704 |
Din:00929674 |
|
|
Annexure-i |
+91-9892691696
