Jolly Plastic Industries Ltd Directors Report.

To,

The Members

Jolly Plastic Industries Limited

Your Directors have pleasure in presenting the 37th Annual Report of the Company together with the Audited Accounts for the financial year ended March 31st, 2019.

FINANCIAL SUMMARY OR HIGHLIGHTS

(Amount in Rs.)
PARTICULARS F.Y. 2018-19 F.Y. 2017-18
Sales/ Income from operations 44610066.00 92266982.00
Total Expenses (4338809.00) (92135055.00)
Profit/ (loss) before exceptional item and tax 122197.00 131927.00
Less: Exceptional Items 0.00 0.00
Profit/ (loss) before tax for the year 122197.00 131927.00
Less: Income tax and deferred tax expenses (31771.00) (33971.00)
Profit after tax for the year 90426.00 97956.00
Other Comprehensive Income/ Loss 0.00 0.00
Net Profit/ Loss for the Year 90426.00 97956.00

CHANGE IN NATURE OF BUSINESS

During the year there was no change in nature of business of the company, only company have added some new business activity i.e. To engage in the business of trading, buying, selling, underwriting, investing, acquiring, holding and disposing off, shares, stocks, debentures, debenture stock, bonds, obligation, commodities, futures swaps or securities of any kind, of a companies or of body corporate or any other entities whether in India or elsewhere either singly or jointly whether in India or elsewhere in any manner on any Stock Exchange, National Stock Exchange or through any other online exchange.

COMPANYS PERFORMANCE

Even though the provisions of Companies Act, 2013 regarding corporate social responsibility are not attracted to the company yet the company has been indulged in the enhancement of shareholder value through sound business decisions, prudent to financial management and high standard of ethics throughout the organization.

RESERVE

The Board of the company has transferred 90,426.00/- to reserves for future growth and expansion of the company.

DIVIDEND

The Board has not recommended any dividend for the year 2018-19 and therefore there is no liability arises for the payment of Dividend Distribution Tax (DDT).

MATERIAL CHANGES AND COMMITMENT THAT AFFECT THE COMPANYS FINANCIAL POSITION

There was no material change during the year 2018-19 that affect the financial position of company and therefore no requirement was raised to disclose remedial measures.

GENERAL INFORMATION OF COMPANY

Management has overviewed of the industry in respect of our company and observed that there was no important change in industry during the last year 2018-19 which had impacts on companys performance.

DIRECTORS

Composition of Board of Directors:-

S.NO. NAME DESIGNATION
1. Mr. Atul Kumar Agarwal Director
2. Mr. Shyam Mohan Mittal Managing Director
3. Mrs. Payal Agarwal Director
4. Mr. Braj Mohan Singh Director
5. Mr. Adesh Kumar Agarwal Director

APPOINTMENT OF DIRECTOR

Mr. Nikhil Bansal having DIN: 02701658 is proposed to be appointed as Independent Director of the company w.e.f. date of Annual General Meeting for a period of five (5) years.

Pursuant to the provisions of Section 149 of the Act, the Mr. Nikhil Bansal has submitted his declaration that he meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF DIRECTORS /KMP WHO HAVE APPOINTED OR RESIGNED DURING THE YEAR:

S.NO. NAME EVENT
1. Kishor Kumar Saxena Director who have resigned from the company w.e.f. 10th January, 2019

* However, after the F.Y. ended on 2018-19, Ms. Priyanka Parashar has been appointed as Company Secretary w.e.f. 1st July, 2019.

ROTATION OF DIRECTOR

Mr. Atul kumar Agarwal ( DIN- 00022779) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2019, the Company has no Subsidiary, Joint- Venture or Associate Company.

CONSOLIDATED FINANCIAL STATEMENT

As company has no Subsidiary, Joint- Venture or Associate Company, the provision for preparation of consolidated Financial Results is not applicable to company.

DEPOSITS

During the year under review the Company has not accepted any deposit falling within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year there was no significant and material order passed by any regulators or court or tribunal which would impact the going concern status and companys operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

CAPITAL AND DEBT STRECTURE

The Authorized Capital of the company is 120000000.00/- and paid up Equity Share Capital as on 31st March, 2019 was 66764000.00/- each @ 10/- per share. There was no change in the capital structure of company and company has not issued any new share or convertible securities during the year 2018-19. The Company not issued shares with differential voting rights nor granted stock options nor sweat equity. Instead of above that the company was not issued any debentures, bonds, warrants or any non convertible securities during the year 2018-19.

The company has not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions reports to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. Its compliances with operating systems, accounting procedure and policies at all locations of the Company.

M/s ANVC & Co. Chartered Accountants, (FRN No: 028429N) acts as an Internal Auditor of the Company.

Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with Corporate Policies. There is an ongoing process to track the evolution of risks and delivery of mitigating action plans.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six (6) Board Meetings held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the year Financial Year from 1st April, 2018 to 31st March, 2019, the board of directors met six (6) times 29.05.2018, 13.08.2018, 01.09.2018, 12.11.2018, 10.01.2019 and 12.02.2019.

INDEPENDENT DIRECTORS

S.No. NAME DESIGNATION DATE OF APPOINTMENT JUSTIFICATION FOR APPOINTMENT
1. Mrs. Payal Agarwal Non Executive(Independent Director) 30.09.2016 She has skills, experience and knowledge to discharge its functions and duties effectively.
2. Mr. Adesh Kumar Agarwal Non Executive(Independent Director) 29.09.2018 He has skills, experience and knowledge to discharge its functions and duties effectively.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors report as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

b) That 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 at the end of the financial year and of the profit or loss of the company for that period.

c) That the directors have taken proper and sufficient care 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) That the Directors have prepared the annual accounts on a going concern basis. e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) That 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

DECLARATION BY INDEPENDENT DIRECTOR

There are two (2) Independent Directors i.e. Mrs. Payal Agarwal and Mr. Adesh Kumar Agarwal. The company has received necessary declaration from both Directors under section 149 of the companies Act, 2013 and that the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent Director to maintain the independence of the Board, and separate its functions of governance and management. As of March, 31 2019, the Board had six (6) Directors.

The Policy of the company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of Companies Act, 2013 is in place and maintained by company as per law.

EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION AND ADVERSE REMARK

There was no qualification, reservation and adverse remark given by Statutory Auditor, Secretarial Auditor, or Cost Auditor in their audit reports.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees or securities and no investment made during the year 2018-19 covered under the provisions of section 186 of the Companies Act, 2013.

COMMITTEE OF BOARD

The Companys Board has the following mandatory committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

AUDIT COMMITTEE

The Audit committee has three (3) directors as members in the committee from which two third (2/3) of the members were independent directors and all the members of audit committee were financially literate members of audit committee have accounting or related financial management expertise.

The Audit Committee of the Company duly constituted by the following members:-

i) Mrs. Payal Agarwal

ii) Mr. Shyam Mohan Mittal

iii) Mr. Adesh Kumar Agarwal

During the year F.Y.1st April, 2018 to 31st March, 2019, the Audit Committee met four (4) which are held on 29.05.2018, 13.08.2018, 12.11.2018 and 12.02.2019,

The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when required.

The Composition of the Audit Committee and their Attendance at the Meeting:

No. of Meetings
Name Of Members Category / Designation Held Attended Attendance Percentage (%)
Mrs. Payal Agarwal Chairperson 4 4 100
Mr. Shyam Mohan Mittal Member 4 4 100
Mr. Adesh Kumar Agarwal Member 4 4 100

No sitting fees have been paid to any director during the year. The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. All members have attended the meeting in person.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company duly constituted by the following members:-

i) Mrs. Payal Agarwal

ii) Mr. Shyam Mohan Mittal

iii) Mr. Adesh Kumar Agarwal

The Committee met 4 (Four) times on 29.05.2018, 13.08.2018, 12.11.2018 and 12.02.2019 during the financial year ended March 31, 2019.

The Composition of the Nomination and Remuneration Committee and Their Attendance at the Meeting:

No. of Meetings
Name Of Members Category / Designation Held Attended Attendance Percentage (%)
Mrs. Payal Agarwal Chairperson 4 4 100
Mr. Shyam Mohan Mittal Member 4 4 100
Mr. Adesh Kumar Agarwal Member 4 4 100

No sitting fees have been paid to any director during the year. The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. All members have attended the meeting in person.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company duly constituted by the following members:-

i) Mrs. Payal Agarwal

ii) Mr. Atul Kumar Agarwal

iii) Mr. Adesh Kumar Agarwal

The Committee met 4 (Four) times on 29.05.2018, 13.08.2018, 12.11.2018 and 12.02.2019 during the financial year ended March 31, 2019.

The Composition of the Stakeholder Relationship Committee and Their Attendance at the Meeting:

No. of Meetings
Name Of Members Category / Designation Held Attended Attendance Percentage (%)
Mrs. Payal Agarwal Chairperson 4 4 100
Mr. Adesh Kumar Agarwal Member 4 4 100
Mr. Atul Kumar Agarwal* Member 4 4 100
Mr. Shyam Mohan Mittal* Member 4 0 0

* Mr. Atul Kumar Agarwal has been appointed as member of the committee w.e.f. 29.05.2018 in place of Mr. Shyam Mohan Mittal.

No sitting fees have been paid to any director during the year. The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. All members have attended the meeting in person.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, its Committees, as well as the Directors individually.

The outcome of the Board evaluation was discussed by the Nomination & Remuneration Committee and at the Board Meeting held on 12th February, 2019 and improvement areas were discussed.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2019, one (1) meeting of the Independent Directors was held on 12th February, 2019. The Independent Directors, inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking into account the views of executive directors and non-executive directors.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to the Company or to the Central Government.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company with the Promoters, Key Management Personnel or other designated persons which may have potential conflict with interest of the Company at large. The AOC-2 as per the Companies Act, 2013 has been attached herewith under "Annexure A".

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company needs not to comply with the provisions of Section 135 of Companies act, 2013, as the company does not fall in eligibility criteria of Corporate Social Responsibility initiatives.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is annexed in " Annexure B" herewith and forming part of this report.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all level.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the code.

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST March, 2019

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as "Annexure C". ". Link:- http://jollyplasticindustriesltd.in/

SECRETARIAL AUDIT REPORTS

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/S Richa Dhamija And Company, (Practicing Company Secretary Firm) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure D" in the Form MR-3.

AUDITORS REPORTS

M/S MOON AND COMPANY, CHARTERED ACCOUNTANT (FRN 0024693N), who have been the Statutory Auditor of the Company for the F.Y. 2016-2021 for the term of Five (5) Years continues to be Statutory Auditor of the Company for the F. Y. 2018-19 also.

As per the MCA Notification Dated 7th May, 2018 read with The Companies (Amendment) Act, 2017 also read with section 139 of Companies Act, 2013, there is no need to ratify the term of auditor in every ensuing Annual General Meeting till the continuation of his term. Hence, no resolution has been inserted for ratification of Statutory Auditor. The Independent Auditor Report is annexed herewith.

EXPLANATIONS BY BOARD ON QUALIFICATIONS BY STATUTORY AUDITOR, SECRETARIAL AUDITOR

There are no qualifications in Secretarial Auditors and Statutory Auditors in their reports that company board has to provide explanation.

COMPLIANCE WITH SECRETARIAL STANDARD

All the applicable Secretarial Standard was complied by company during the year 2018-19. Applicable Secretarial Standard-1 and Secretarial Standard-2 took in consideration while meeting of Board of Directors and General meetings are conducted during the year. Secretarial Standard-4 was considered for preparation of Board Report of company during the year 2018-19.

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

The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as follows:

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end of the financial year : Nil

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS, 2015

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September,2015, of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day of previous financial year i.e. on 31st March 2019 was 6,67,64,000.00/- and Net Worth was 6,85,62,772.00/-

Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in 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 shall not apply in our Company.

CODE OF CONDUCT COMPLIANCE

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company.

PARTICULARS OF EMPLOYEES

Information as per Section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining a copy of the particulars may write to the Companys Registered Office.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 to BSE where the Companys Shares are listed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered by the employees of the Company. They are grateful to shareholders, bankers, depositors, customers and vendors of the company for their continued valued support. The Directors look forward to a bright future with confidence.

CAUTIONARY STATEMENT

The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual result.

For and on behalf of the Board
Jolly Plastic Industries Limited
Place: Delhi Shyam Mohan Mittal Payal Agarwal
Dated: 30.08.2019 (DIN: 00458670) (DIN: 00920334)
(Managing Director) (Director)

Annexure A

FORM NO. AOC-2

Form for disclosure of particulars of contracts/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

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis:- None

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arms length basis:- Details are given in note number 25 attached with financial Statements.

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Date(s) of approval by the Board, if any:

(f) Amount paid as advances, if any:

For and on behalf of the Board
Jolly Plastic Industries Limited
Place: Delhi Shyam Mohan Mittal Payal Agarwal
Dated: 30.08.2019 (DIN: 00458670) (DIN: 00920334)
(Managing Director) (Director)

Annexure B

As per section 134(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014

i) Conservation of Energy

The operations involve low energy consumption. Wherever possible, energy conservation measures have been implemented. Efforts to conserve and optimise the use of energy are a continuous process.

ii) Technology Absorption

1. Specific areas in which R & D carried out are as follows:

a) Review of the existing courses and evaluation of feasibility of the new courses to be launched and estimating the costing thereof.

b) Providing technical support on existing products.

2. Benefits derived as a result of the above R & D

As a result the organisation is being able to implement current courses.

3. Expenditure on R & D: NIL

iii) Foreign Exchange Earnings & Outgo

There were no foreign exchange earnings as well as outgo of the Company during the year under report.

ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for assistance and Cooperation received from the financial institutions, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors, also wish to place on record their deep sense of appreciation for the committed services of executives, staff and workers of Company.

For and on behalf of the Board
Jolly Plastic Industries Limited
Place: Delhi Shyam Mohan Mittal Payal Agarwal
Dated: 30.08.2019 (DIN: 00458670) (DIN: 00920334)
(Managing Director) (Director)