Jolly Plastic Industries Ltd Directors Report

To,

The Members

JOLLY PLASTIC INDS LIMITED

Your directors have pleasure in presenting the 43^rd Annual Report of the Company together with the Audited Accounts for the financial year ended March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS

(Amount in Rs)

PARTICULARS	F.Y. 2023-24	F.Y. 2022-23
Sales/ Income from operations	3662207	3853669
Total Expenses	(3565207)	(3678934)
Profit/ (loss) before exceptional item and tax	97000	174735
Less: Exceptional Items	0	0
Profit/ (loss) before tax for the year	97000	174735
Less: Income tax and deferred tax expenses	(24413)	(45431)
Profit after tax for the year	72587	129304
Other Comprehensive Income/ Loss	0	0
Net Profit/ Loss for the Year	72587	129304

CHANGE IN NATURE OF BUSINESS

During the year there was no change in nature of business of the company.

COMPANYS PERFORMANCE

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

During the year company has not transferred any amount to general reserves.

DIVIDEND

The Board has not recommended any dividend for the year 2023-24.

MATERIAL CHANGES AND COMMITMENT THAT AFFECT THE COMPANYS FINANCIAL POSITION

There was no material change during the year 2023-24 that affect the financial position of company and therefore no requirement was raised to disclose remedial measures.

GENERAL INFORMATION OF COMPANY

Management has overviewed the industry in respect of our company and observed that there was no important change in industry during the last year 2023-24 which had impacts on companys performance.

ROTATION OF DIRECTOR

Mrs. Sandeep Kaur (DIN- 09625723) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

DIRECTORS

Composition of Board of Directors: -

NAME	DESIGNATION
1. Mr. Atul Kumar Agarwal	Non-Executive Director
2. Mr. Braj Mohan Singh	Managing Director cum Chief Financial Officer
3. Mrs. Sandeep Kaur	Non-Executive Director/Women Director
4. Mr. Rajesh Kumar Vaid	Non-Executive Director Independent Director
5. Mr. Adesh Kumar Agarwal	Non-Executive Director Independent Director

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

During the Financial Year 2023-24, there was no case of appointment or resignation of the board of Directors/KMP.

SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES

As on 31^st March 2024, 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 Securities Appellate Tribunal Mumbai, passed the order in the matter of Appeal No.752 of 2022. Company filed appeal before SAT against the Order of SEBI bearing number Order/SM/AD/2022-23/18233-18246.

Honble SAT passed the order in favor of Company.

The content of order has been reproduced below for the stakeholders:

"In view of the aforesaid, we are of the opinion that in view of the inordinate delay in the issuance of show cause notice the impugned order cannot be sustained and 8 is quashed. The appeal is allowed. All the misc. applications are accordingly disposed of."

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 31^st March, 2024 was 66764000.00/- each @ 1/- 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 2023-24. 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 2023-24.

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/ Sandeep Kumar Singh & Co Chartered Accountants, (FRN No: 035528N) 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 seven (07) 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 1^st April, 2023 to 31^st March, 2024, the board of directors met seven (7) times

1.	29.04.2023
2.	29.05.2023
3.	14.08.2023
4.	06.09.2023
5.	03.10.2023
6.	09.11.2023
7.	14.02.2024

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., Mr. Rajesh Kumar Vaid, 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.

INDEPENDENT DIRECTORS

		DESIGNATION
S. No.	NAME
1.	Mr. Rajesh Kumar Vaid
		Non-Executive (Independent Director)
2.	Mr. Adesh Kumar Agarwal
		Non-Executive (Independent Director)

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 2024, the Board have Five (5) 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 qualification remark given by Statutory Auditor in the auditor report.

Qualification: The Company has used accounting software for maintaining its books of accounts for the financial year ended on March 31, 2024 which does not have a feature of recording audit trails (edit log) facility and the same has been operated throughout the year for all relevant transaction recorded in the software.

Management Reply: The Company is in the process of updating its accounting software to include the ability to record audit trails and alter logs. The company has accelerated the process of updating its accounting software, and soon it will be used to maintain its books of accounts audit trails (edit log) feature

There was no qualification, reservation and adverse remark given by Secretarial Auditor.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The detail of any loan or guarantees or securities and investment made during the year 2023-24 covered under the provisions of section 186 of the Companies Act, 2013 given under note 26 to financial statement.

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 are financially literate.

The Audit Committee of the Company duly constituted by the following members: - i) Mr. Rajesh Kumar Vaid ii) Mrs. Sandeep Kaur iii) Mr. Adesh Kumar Agarwal

During the year F.Y. 1^st April, 2023 to 31^st March, 2024, the Audit Committee met Six (6) which are held on 29.05.2023, 14.08.2023, 06.09.2023, 03/10/2023, 09.11.2023 and 14.02.2024.

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 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.

	Category /	No. of Meetings		Attendance
Name Of Members	Designation	Entilted	Attended	Percentage (%)
Mr. Adesh Kumar Agarwal	Chairperson	5	5	100
Mr. Rajesh Kumar Vaid
	Member	5	5	100
Mrs. Sandeep Kaur	Member	5	5	100

NOMINATION AND REMUNERATION COMMITTEE

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

i) Mr. Rajesh Kumar Vaid ii) Mrs. Sandeep Kaur iii) Mr. Adesh Kumar Agarwal

The Committee met 5 (Five) times in a year on following dates:

1) 29.05.2023

2) 28.04.2023

3) 06.09.2023

4) 03.10.2023

5) 14.02.2024

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

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. Sandeep Kaur ii) Mr. Atul Kumar Agarwal iii) Mr. Adesh Kumar Agarwal

The Committee met 4 (four) times on 11/04/2023, 18/07/2023, 09/10/2023 and 12/01/2024 during the financial year ended March 31, 2024.

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

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 14/02/2024 and improvement areas were discussed.

INDEPENDENT DIRECTOR MEETING

During F.Y. 2023-24, one (1) meeting of the Independent Directors was held on 14^th February, 2024. 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 there under either to the Company or to the Central Government.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March 2024, all contracts or arrangements or transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), as applicable. Further, the Company did not enter into any contract or arrangement or transaction with related parties that could be considered material in accordance with the policy of the Company on materiality of related party transactions.

FORM AOC-2 annexed in "Annexure A" herewith and forming part of this report.

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, 2021

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company https://www.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 CS Divya Rani, Practising Company Secretary (COP No. 26426) to undertake the Secretarial Audit of the Company.

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

AUDITORS REPORTS

G A M S & Associates LLP (FRN ON500094) was the statutory auditor of the company for the FY 2023-2024.

The Independent Auditor Report is annexed herewith.

COMPLIANCE WITH SECRETARIAL STANDARD

All the applicable Secretarial Standard was compiled by company during the year 2023-24. 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 2023-24.

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 2^nd 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 31^st March 2024 was 6,67,64,000.00/- and Net Worth was 6,85,67,327/-.

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.

LISTING WITH STOCK EXCHANGES

The Company has not paid the Annual Listing Fees for the year 2023-24 so far to BSE where the

Companys Shares are listed.

ACKNOWLEDGEMENT

Your directors place on records 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 INDS LIMITED
Sd/-	Sd/-
ATUL KUMAR AGARWAL	BRAJ MOHAN SINGH
DIN: 00022779	DIN: 05229527
Place: Delhi
Date: 05/09/2024