jolly board ltd share price Directors report

To,

The Shareholders of the Company Dear Sir / Madam,

Your Directors are pleased to present the 65th Annual Report of the Company together with the Audited Balance Sheet as at 31 st March, 2022 and the Statement of Profit and Loss for the year ended 31st March, 2022.

FINANCIAL RESULTS:

	For the year ended 31-03-2022	For the year ended 31-03-2021
	(Rs in lakh)	(Rs in lakh)
Sales (Net of GST/ Excise Duty)	9239.91	7534.99
Add: Other Income	440.20	445.78
Total	9680.12	7980.77
Profit before Prior Period adjustments (Net), Interest,	1761.71	2709.69
Depreciation and Tax
Add : Prior Period Adjustments (Net)	(18.14)	(38.08)
Profit before Interest, Depreciation and Tax	1743.57	2671.67
Less: Interest	6.08	11.04
Profit before Depreciation and Tax	1737.49	2660.57
Less: Depreciation	438.37	388.89
Profit before Tax	1299.11	2271.67
Less: Provision for Taxation
Current Tax	273.19	327.94
Deferred Tax	69.29	(88.82)
Net Profit after Tax	956.63	2032.56
Add: Balance in P&L A/C brought forward	1882.84	1804.95
Profit available for Appropriation	2839.48	3837.51
1st Interim Dividend on Equity Shares	227.34	-
Proposed Final Dividend on Equity Shares	227.34	454.67
Transfer to General Reserve	500.00	1500.00
Balance carried forward to Balance Sheet	1884.81	1882.84

DIVIDEND:

Your Company has paid Interim Dividend ofRs 50 per share on 30.03.2022 for the Financial year ended 31 st March, 2022.

Your Directors recommend Final dividend ofRs 50 per share for the financial year ended 31st March, 2022. Total dividend is 100%.

PERFORMANCE OF THE MANUFACTURING DIVISION:

The performance of your Companys manufacturing units at Aurangabad and Sangli has been better than the previous year. The export sales were up by almost 44% and inland sales were up by almost 19%.

Your Companys performance would have been much better but due to the lockdowns imposed in May, June (2nd wave) and again in December (3rd wave).

Unfortunately, the profit for the year has been wiped out due to increase in price of fuel and export freights. The fuel prices have increased two and half fold and export container freights have increased upto five to six times as compared to earlier periods.

The increase in oil prices is probably due to under investments in the oil industry and ofcourse political tensions. The increase in container freight rates is due to sudden surge in demand after covid pandemic. All major ports around the world are experiencing delays in discharging cargo. This is due to skilled labour shortages. There is still absenteeism in the shipping industry and ports due to covid.

Your Directors are making every effort to increase our product prices to compensate for the increase in cost.

Inspite of covid restrictions your Companys performance has improved and your Company has received support from local government authorities.

There has been constant shortage of migrant labour, our supervisory and managerial staff have done a splendid job of maintaining the production with fewer manpower.

Your Company expects better performance in the current year as the economy is now fully open.

Our inland sales suffered last year as our major customers, school and col leges were shut.

REALTY AND PROPERTY DIVISION:

Owing to covid, the attendance at your Companys Realty division was extremely thin. Almost 70 to 80% of our clients staff worked from home.

A couple of your Companys clients have given up 50% of the areas occupied by them as they felt that work from home would be a way of life. Your Company is in the process of finalising new clients.

Inspite of a few of your Companys clients giving up space, your Company was able to maintain the revenues. Your Company expects to do slightly better in the current financial year.

CEMENT FIBRE BOARD DIVISION :

It has been a difficult year for the cement fibre board division. The main raw material imported pulp was not available for 3 to 4 months in a year. The prices of paper pulp have doubled during the course of the year. Fortunately we were able to source pulp from Russia.

Being a new unit, your Company has faced issues of manpower training, teething problems with the machinery, raw material shortages and of course our inexperience in understanding the methods of production. Your Company missed the guidance of Chinese machinery suppliers as they were not able to come to India for the erection and start-up of the fibre cement board plant. In short it was a case of Four Ms - Man, Machine, Method and Material.

Now your Company sees a I ight at the end of the tunnel. Your Companys production rate has gone up, our quality has improved. Your Company seems to have some control on its rejections and production costs.

Your Company remain confident that in the current financial year your Companys fibre board division will break even and contribute substantially to its turnover.

UPDATE & IMPACT OF COVID:

Your Company has experienced absenteeism and labour shortages owing to covid. However, due to earlier experience of covid, your Company managed the second and third wave in a better way.

Your Company has insisted on strict covid protocol and persuaded all workers to be vaccinated. Your Company insisted on masks and the liberal use of sanitizers.

Your Company made every effort to improve the hygiene, sanitary and cleanliness environment in its manufacturing units.

FINANCE & GENERAL:

Your Company remains a debt free company.

Your Companys application for Eligibility Certificate to avail the incentives on the Cement Fibre Board Project under the Package Incentive Scheme - 2019 is still pending. The Package Scheme of Incentive inter alia entitles the Company to claim refund of SCST for a period of Ten years.

Your Company is happy to report that the Director of Industries has awarded an export award under the GOLD category for its export performance. The pictures for export awards are given in the Annual Report.

Your Company is also happy to report that in appreciation of your Companys service activities during the Covid period, the Aurangabad Municipal Corporation has honoured the Chairman and Managing Director of your Company and named the road in front of Companys factory as "Arvind Jolly Marg".

In view of the range of new products, your Company has decided to open a retail showroom to showcase your Companys products. Your Companys first showroom has been opened at Aurangabad. A picture is given in the annual report.

RESPONSIBILITY STATEMENT:

The Directors confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

• That they 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 and loss of the Company for that period.

• That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• That they have prepared the annual accounts on a going concern basis.

• That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The provision of Rule 8(4) of Companies (Accounts) Rules 2014 is not applicable to the Company which is pertaining to disclosure as to the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made.

DIRECTORS:

I) CESSATION

Mr. Anil Shinde (DIN 08642786) Whole TimeWorks Director resigned with effect from 1 st October,2021 due to his other pressing personal engagements.

Board placed on record its appreciation for the services rendered by Mr. Anil Shinde during his tenure.

II) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. P. K. Dasgupta (DIN 00499157) Director will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

III) INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided therein.

During the year under review, the Non-Executive

Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committeeofthe Company.

COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of

1. Dr. Kewal Nohria as Chairman (Independent Director)

2. Mr. Arvind Jolly, Chairman and Managing Director

3. Mr. Jimmy Pochkhanawalla (Independent Director)

4. Mr. Ashish Vaid (Independent Director)

Audit Committee discharge their function as referred in Section 177 of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE (NRC):

Pursuant to section 178 of the Companies Act, 2013 Board has constituted Nomination and Remuneration Committee consisting of:

1. Mr. Jimmy Pochkhanawalla as Chairman (Independent Director)

2. Mr. Arvind Jolly -Chairman and Managing Director

3. Dr. Kewal Nohria-Independent Director

4. Mr. P. K. Dasgupta - Director (Non- Executive)

The NRC formulated and recommended to the Board a policy, relating to the remuneration for the directors, key managerial personnel and senior management employees. The said policy is approved by the Board.

The Remuneration Policy is placed on Companys website - www.Jollyboard.com also refer ANNEXURE-lll.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

Pursuant to section 135 of the Companies Act, 2013 Board has constituted CSR Committee consisting of:

1. Mr. Arvind Jolly-Chairman

2. Mrs. Rashmi Jolly-Member

3. Mr. Jimmy Pochkhanawalla-Member

4. Dr. Kewal Nohria - Member (wef 01.11.2021)

Pursuant to section 135(3) of the Companies Act, 2013 the CSR Committee formulated and recommended to the Board CSR Policy. The said policy was approved by the Board and is placed on Companys website - www.jollyboard.com.

AUDITORS:

Messrs. R. A. Sheth & Associates, the Auditors of the Company were appointed in the Annual General Meeting held on 27th July, 2019 till the conclusion of sixth Annual General Meeting. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7,2018.

The Auditors have furnished a certificate to the effect that their continuance of appointment will be in accordance with Sections 139,141,142 and other applicable provisions of the Companies Act, 2013 and rules there under. As reviewed and recommended by the Audit Committee, their appointment is continued.

The observations made in their report and dealt with in the notes forming part of the Accounts at appropriate places are self-explanatory.

DISCLOSURES UNDER THE COMPANIES ACT, 2013 AND OTHER STATUROTY INFORMATION:

a. Extract of Annual Return

The details forming part of the extract of the annual return is placed on Companys website-www.jollyboard.com

b. Number of meetings of the Board

The Board of Directors met five times in the year 2021 -22.

c. Changes in Equity Share Capital

There is no change in Equity Share Capital of the Company during financial year 2021-22.

d. Particulars of Loans, guarantees or investments

Company has not given any guarantee. Particulars of loans, and investments are provided in the accompanying financial statement.

e. Particulars of contracts or arrangements with related party

All the related party transactions are entered on arms length basis and are in the ordinary course of business. The details of the transactions with Related Party are provided in the accompanying financial statements.

f. Amount proposed to carry to Reserve

Amount proposed to carry to General Reserve is provided in accompanying financial statement.

g. Conservation of Energy, Technology absorption, foreign exchange earnings and outgo

Information in respect of conservation of Energy, Technology absorption, foreign exchange earnings are given in ANNEXURE-I.

h. Pursuant to the provisions of section 148(1) of the Companies Act, read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014 Central Government of India has not prescribed maintenance ofCost Record for the Companys Product or services.

I. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

j. Risk Management

The Company has well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is carried out to identify, evaluate, manage and monitor both business and nonbusiness risks.

Based on review, the company has identified following risks.

i) Availability of Raw Materials

Your Company is using Bagasse as raw material, Bagasse is the residue of the Sugarcane. The Sugarcane crop is seasonal and dependent on the monsoon. Many of the sugar factories have started using bagasse for their captive consumption to generate power. Your Company has conducted several trials and it is possible to use the Bamboo & other agro waste as raw material or mix the same with Bagasse. The results are encouraging.

ii) Export:

Almost two third of our production is exported. To reduce this over dependence on export your company has started taking measures to increase the domestic sales.

iii) Alternate Products:

Your Company faces competition from the alternate products made from plastic and foam in the market. Your Company is conducting trials to develop new hybrid product using plastic with the existing raw-materials.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to section 135(3) of the Companies Act, 2013 Company has Corporate Social Responsibility Committee to discharge the functions referred in the said section.

After taking into account the recommendations made by Corporate Social Responsibility Committee, Board has already approved the Corporate Social Responsibility Policy for the Company. The content of the said Policy is available on the website of the Company www.jollyboard.com.

Pursuant to section 135(5) of the Companies Act, 2013 Company is required to spent Rs. 51.88 lakhs during the financial year 2021-2022. Against this required amount, Company has spent Rs 79.00 lakhs on CSR activities as prescribed under schedule VII to the Companies Act, 2013. The details are given in ANNEXURE-II.

PERSONNEL

Relationship with the staff and workers continued to be cordial throughout the year. Company has signed Labour Settlement Agreement for three years with workers of Aurangabad and Sangli Unit during the currentfinancial year.

PARTICULARS OF EMPLOYEES

Particulars of employees drawing remuneration in excess of the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be available to any shareholder on a specific request made by him in writing.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formulated Policy on Prevention of Sexual Harassment at Work place and was approved by the Board. Pursuant to Section 4 of the said Act, the Company has constituted Internal Complaint Committee.

Pursuant to section 22 of the said Act, The committee meets as and when required. No complaint of sexual harassment was reported during the year.

BANKERS/ INSTITUTIONS

Your Directors wish to put on record their appreciation and gratitude to HDFC Bank Limited, Kotak Mahindra Bank Limited, and Bank of I ndia for extendi ng to the Company thei r fu I lest co-operation in meeting your Companys requirements.

ACKNOWLEDGEMENTS

Your Directors also wish to thank and place on record their appreciation of the unstinted support and co-operation given by the banks and shareholders. Your Directors would further like to thank and place on record their appreciation for the loyal and efficient services rendered by the management and all the members of staff, officers and workers in course of the year under report.

For and on behalf of the Board
	Arvind Jolly
	Chairman
Place: Mumbai
Date: 11th May, 2022