To,
The Members
JOLLY PLASTIC INDS LIMITED
Your directors have pleasure in presenting the 43rd 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.
COMPANY'S 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 COMPANY'S 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 company's 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 31st 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 COMPANY'S 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.
Hon'ble 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 31st 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. It's 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 1st April, 2023 to 31st
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 DIRECTOR'S 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 director's 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 Company's 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. 1st April, 2023 to 31st 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 14th
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 arm's 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 today's 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 Company's 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 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 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
Company's 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 Board's 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 |
|
|