Jhaveri Flexo India Ltd Directors Report

FOR THE FINANCIAL YEAR 2020-2021

To,

The Members,

Jhaveri Flexo India Private Limited (Formerly known as Jhaveri Flexo India Limited)

Your Directors have pleasure in presenting their 35^th Annual Report on the business and operations of the company together with the Audited Statements of Accounts for the year ended March 31, 2021.

1. FINANCIAL HIGHLIGHTS:

During the year under review, performance of your company as under:

(Amt. in Lacs)

Particulars	Current Year 31st March 2021	Previous Year 31st March 2020
Revenue from Operations	28,674.95	31,486.69
Other Income	1,22.27	2,22.48
Total Revenue	28,797.22	31,709.17
Profit before Finance Cost, Depreciation and Tax	2,665.04	3,421.85
Finance Cost	368.44	538.27
Depreciation	1304.49	1,283.45
Profit before Tax	1114.38	1,822.61
Tax Expenses	356.50	451.19
Profit for the year	757.88	1371.43
Balance carried to balance sheet	757.88	1371.43

2. REVIEW OF OPERATIONS:

The company is engaged in the business of manufacturing of polymer packaging products such as Laminated Packaging Material, PVC Cling Film, CPP Metalized Film, Surface Protection Tapes, Lamination Film, LLDPE Stretch Film, etc. The Company provides end to end packaging solutions to the food and FMCG Sector and is also serving the hospitality industry. At present products are sold in local as well as overseas markets.

There was no change in the nature of the business of the Company during the year under review.

a) FINANCIAL REVIEW:

During the financial year 2020-2021, the company achieved a sales turnover of ^ 280,79.29 Lacs in comparison to ^ 307,67.73 Lacs during F.Y. 2019-2020. EBIDTA for 2020-2021 is at ^ 2655.04 Lacs as against ^ 3421.85 Lacs in 2019-2020.

Turnover

During the year sales turnover of the company reduced in comparison to the year 2019-20. The company either reduced or not taken orders of the products which are having no margin or very low margin. This was a well-considered decision by the company to protect margins rather than go for higher sales.

Profitability

The company recorded PBT of ^ 11,14.38 Lacs as compared to ^ 18,22.61 Lacs during F.Y. 201920.

b) DIVIDEND:

Your directors do not recommend any dividend for the financial year ended on March 31, 2021.

c) PAID-UP SHARE CAPITAL:

The paid-up Equity Share Capital as at March 31, 2021 stood at 1920.00 lacs. Further, during the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2021 none of the Directors of the Company hold instruments convertible into equity shares of the company.

d) TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, your company has not transferred any amount to Investor Education and Protection Fund (IEPF).

3. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any Subsidiary(ies)/Wholly Owned Subsidiary(ies), Associate(s) and Joint Venture(s) Companies as per Companies Act, 2013.

5. TRANSFER TO RESERVES:

The Board of Directors has not recommended the transfer of any amount of profits to reserves during the year under review. Hence, the entire amount of profits for the year under review has been carried forward to the statement of Profit and Loss.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• DECLARATION OF INDEPENDENCE:

During the year under review, provision related to Section 149 of the Companies Act, 2013 pertaining to the appointment of Independent Directors is not applicable to the Company. Accordingly, Declaration under said section from Independent Director relating declaration of independence is not applicable to the Company.

• CESSATION OF DIRECTOR:

During the year under review, None of the Director of the Director ceases to be associated with the Company.

• APPOINTMENT OF KEY MANAGERIAL PERSONNEL:

During the year under review, Company has not appointed any Key Managerial Personnel under Section 203 of Companies Act, 2013.

• CESSATION OF KEY MANAGERIAL PERSONNEL:

During the year under review, none of the Key Managerial Personnel of the Company ceases to be associated with the Company.

7. CHANGES IN MEMORANDUM AND ARTICLE OF ASSOCIATION OF COMPANY:

a) CHANGE IN MEMORANDUM OF ASSOCIATION:

During the year under review, Company has Shifted Registered office of the company from Aurangabad to Mumbai.

b) CHANGE IN ARTICLE OF ASSOCIATION:

During the year under review, your company has not amended Article of Association pursuant to the Companies Act, 2013.

8. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2021, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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, 2021 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken 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. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Companies Act, 2013 a cash flow statement is part of the Annual Report 2020-2021. Further, the Consolidated Financial Statements of the Company for the financial year 2020-2021 are not required to prepared in compliance with the applicable provisions of the Act, Accounting Standards as the company does not have any Subsidiary(ies)/Wholly Owned Subsidiary(ies), Associate(s) and Joint Venture(s) companies.

10. DETAILS OF BOARD AND COMMITTEE MEETING:

• BOARD MEETINGS:

The Board of Directors met 4 (four) times during the financial year ended March 31, 2021 detailed as below:

Sr. No. Date	Rajul Sandeep Jhaveri	Sandeep Jhaveri	Alay Sandeep Jhaveri	Mrunal Sandeep Jhaveri
1 18.08.2020	Yes	Yes	Yes	Yes
2 27.11.2020	Yes	Yes	Yes	Yes
3 25.01.2021	Yes	Yes	No	Yes
4 10.03.2021	No	No	Yes	Yes

• CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE MEETING:

The Corporate Social Responsibility Committee met One (1) time during the financial year ended March 31, 2021 detailed as below:

Sr. No. Date	Sandeep Jhaveri	Alay Sandeep Jhaveri	Mrunal Sandeep Jhaveri
1 27.11.2020	Yes	Yes	Yes

11. RELATED PARTY TRANSACTIONS:

During the year, the Company had not entered into any contracts/arrangements transaction with related parties as per Section 188 of Companies Act, 2013 read with relevant rules amended from time to time. The details of the related party transactions as required under Accounting Standard - 18 are set out in Note to the financial statements forming part of this Annual Report.

12. DEPOSITS:

During the year 2020-2021, the Company has not accepted any Deposits as per Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 with modification or amendment from time to time.

13. AUDITORS AND AUDITORS REPORT:

• STATUTORY AUDITORS:

M/s. Chaturvedi Sohan & Co. Chartered Accountant, Mumbai (Firm Registration Number 118424W) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 18^th July, 2017, for a term of five consecutive years to hold office till the conclusion of AGM to be held in the year 2022. Statutory Auditor(s) appointment will continue till the term of his appointment i.e., FY 2021-2022. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

• INTERNAL AUDITOR:

Pursuant to provisions of Section 138 read with rules made there under M/s. Beenal Koradia & Co., (Membership No. 153984), Chartered Accountant was appointed as Internal Auditor of the Company for the FY 2021-2022.

• COST AUDITOR:

The Board of Directors has appointed M/s. N. Ritesh & Associates (Membership no. M/26963), Cost Accountants as Cost Auditor for the financial year 2021-2022.

14. DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the Financial Statements relate and date of this report.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

There were no significant material orders passed by the Regulators/ Courts/ Tribunals during the financial year 2020-2021 which would impact the going concern status of the Company and its future operations.

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Your Company has not given any loans and given any guarantee and provided any securities nor made any investment covered under the provisions of Section 186 of the Companies Act, 2013.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

1 The Steps taken or impact on the conservation of energy	Removed 105TR Chiller and disconnected by pipeline modification, Saved approx. 3,00,000 Unit/Annum (i.e., 16.5Lacs/Annum)
2 The steps taken by the company for utilizing alternate sources of energy	The company has installed Roof Top Solar Power plant of 496.8 KW at its Silvassa plant. Annual Electricity saving is approx. 5.5Lacs Units i.e., approx. savings Rs. 22 Lacs/Annum
3 The capital investment on energy conservation equipment	Nil

B. TECHNOLOGY ABSORPTION:

1. Efforts Made	1. Poly Trim Recycling Machine for inline use of plastic waste generated by BFL.
	2. New Pouching Machine, Make: Galaxy.
	3. In-house Rubber Roller and Sleeve Grinding Machine
2. Benefits Derived	1. Poly Trim Recycling Machine: By inline trim recycling, material saving approx. 95- 96MT/Annum (i.e., ^45-48 Lacs/Annum)
	2. New Pouching Machine: Capacity expansion approx. 35-40Lacs Pouches/Month.
	3. In-house Rubber Roller and Sleeve Grinding machine: Saved approx. ^ 7 Lacs/Annum
3. Import of Technology	Poly Trim Recycling Machine
4. Expenditure incurred on Research & Development	Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Sr. No. Particulars	Current year (Rs.)	Previous Year (Rs.)
1. Foreign Exchange Earnings	76,59,94,983	1,00,46,03,166
2. Foreign Exchange Outgo	31,17,33,402	42,32,66,077

18. VIGIL MECHANISM POLICY:

As per the provisions of Section 177(9) of the Companies Act, 2013 the Company is required to establish a Vigil Mechanism for Directors and Employees to report genuine concerns. The Company has formulated a Vigil Mechanism Policy to adopt high integrity and professional approach.

19. INTERNAL CONTROL SYSTEM:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place. Internal control systems ensure the reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has laid down Internal Financial Control Policy which would help in ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

21. RISK MANAGEMENT:

Risk Management is a very important part of any business. In respect of the Risk Associated at Transactional Level, the company has appropriate control mechanism and operating effectiveness of the Internal Financial Controls and Legal Compliance System. The company has created appropriate structures with proper delegation of duties and responsibilities of employees at each level on enterprise basis for compliances thereof. Risk Associated at Decision Making level like political, social & economic, market, technology, capital structure, foreign exchange & interest rate, they are evaluated before taking any strategic & financial decisions.

Adequacy and operative effectiveness of the Internal Financial Control and Legal Compliance System are periodically reviewed by the management, Internal Auditors and Statutory Auditors.

22. DISCLOSURE OF REMUNERATION:

During the year under review, Our Company being private limited provision/ related to Section 197 of Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable. Hence no information is required to be appended to this report in this regard.

23. SEXUAL HARASSMENT POLICY:

Considering gender equality, the company has zero tolerance for sexual harassment at the workplace. The Company has a Sexual Harassment (Prevention and Redressal) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no compliants have been registered.

24. CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to Corporate Social Responsibility and strongly believes that the business objectives of the Company must be in congruence with the legitimate development needs of the society in which it operates by contributing towards.

Pursuant to the provisions of the Section 135 of the Companies Act, 2013 (the Act), your Company has constituted a CSR Committee to monitor the CSR activities of the Company, details of which are provided in the Corporate Social Responsibility Report, forming part of this Report.

The Companys CSR policy is placed on the Companys website at www.jhaveriflexo.com.

The Company has contributed an amount of Rs. 20,16,253 (Rupees Twenty lakhs Sixteen Thousand Two hundred and fifty-three Only) towards various CSR activities mainly focused in the areas of promotion of healthcare i.e. distribution of corona related medical supply and medical equipments in terms of Schedule VII of the Companies Act, 2013. The said activities were carried by the Company indirectly through various charitable trust/agency as required.

The Committee consists of the following personnel:

Sr. No. Name	Designation	Chairman/Member
1 Sandeep Jhaveri	Managing Director	Chairman
2 Alay Sandeep Jhaveri	Executive Director	Member
3 Mrunal Sandeep Jhaveri	Non-Executive Director	Member

The Annual Report on CSR activities is annexed herewith as ANNEXURE - I.

25. ANNUAL RETURN:

The same is available on the website of the Company at www.jhaveriflexo.com. i.e. Form MGT- 7 for the Financial Year 2019-2020 is placed on the website of the Company at www.jhaveriflexo.com.

26. HEALTH AND SAFETY MEASURES:

The standards of health of workers and safety measures to be taken as provided by the Factories Act, 1948 and the rules framed thereunder have been maintained by your Company. The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of operations in such a manner so as to ensure the safety of all concerned, compliances of environmental regulations and preservation of natural resources.

27. CAUTIONARY STATEMENT:

Statements in this Boards Report describing the Companys objectives, expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include a change in government regulations, tax laws, economic & political developments within and outside the country and such other factors.

28. GENERAL:

During the period under review, there were no frauds reported by the auditors under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

29. SECRETARIAL STANDARDS:

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

30. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to express the sincere appreciation for the incredible support and overwhelming co-operation from the bank, financial institutions, customers, suppliers and all other business associates of the Company.

Your Directors give their warm gratitude to the shareholders for their faith in the Company. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Date: August 25, 2021	On behalf of the Board of Directors
Place: Mumbai
	sd/-
	Rajul Sandeep Jhaveri
	Chairperson & Director
	(DIN 00093998)