DIRECTORS' REPORT To, The Members M/s Jolly Plastic Industries Limited Your Directors have pleasure in presenting the 33rd Annual Report together with the Audited Statement of accounts of the Company for the financial year ended March 31, 2015. ECONOMIC SCENARIO After liberalization of the economy in 1992, the Government of India has been quite supportive of industry in general, taking many steps over the years for the conducive growth of business. These measures favouring economic growth, are being continuously taken by the Indian Government, irrespective of the change in power. The Government of India is endeavouring to achieve GDP growth of more than 7% in the next 10 years. It is quite possible that plastics could grow at 14%, based on historical performance. After a rapid change in the Indian Market during the financial year 2014-15, there was introduction of Newly elected government at the centre and due to change spreading the positive sentiments in the market regarding the new era and related to the various industries. The new government has ushered a new hope and development and vision to create a robust economy for India. FUTURE OUTLOOK The outlook of the economic growth across the globe with positive vibrations will fuel a growth and demand recovery. At the present moment there is a lull in the market and the management is looking forward for changing situation in the global market. While optimism rears for new vigour and thrust like emphasis on colour ways and new designs, it is expected these changes will bring in positive response from the overseas buyers and will trigger growth and profitability in due course of time. DIVIDENDS The management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency and to meet out the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial year 2014-15. OPERATIONS The Revenue from operation during the year under review was Rs. 6,284,260 /- as against Rs. 57,625,346/- in the previous year. The Profit after tax was Rs. 724247 during the year under review as against the Rs. 120574 in the prevous financial year. The decline in the profit after tax has been due to exceptional loses during the current financial year SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs. 6.67 crores. During the year under review the company has not issued any shares or any convertible instruments. RESERVES The Company has not transferred any sum to Reserve for the financial year ended on 31st March, 2015. MATERIAL CHANGES AND COMMITMENTS There was no change in the nature of the business of the Company and there were no material changes and commitment affecting the financial position of the Company occurring between March 31, 2015 and the date of this report. CONSOLIDATED ACCOUNTS The consolidated financial statements of the Company are prepared in accordance with provisions of the Companies Act 2013, and relevant Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this annual report. MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013 As required by the Companies Act, 2013, your Company has constituted following committees and their policies, namely: S Nomination and Remuneration Committee & Policy S Reconstitute Stakeholder Relationship Committee S Insider Trading Policy. S Risk Management/Performance Evaluation Committee And other committees are required to constitute under Listing agreement and Companies Act, 2013 and other act applicable to the company. Company is adopting new set of Articles of Association in line with new Company law and rules framed there under. All other changes as required by the Act have been in place and we re-affirm our commitment to the highest level of Corporate Governance. 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. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT The Company has not given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013. 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 A" herewith and forming part of this report. INDUSTRIAL RELATIONS During the year under review, your Company enjoyed cordial relationship with workers and employees at all level. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES All contracts/ arrangement/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on arm length basis. During the year, the company has not entered into any contracts / arrangements/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The prescribed form AOC-2 is enclosed as Annexure-B and forms part of the report. DIRECTORS Your board has a Non- Executive Chairman and the number of Independent Directors is one third of the total strength of Directors. The composition of the board is in conformity of Clause 49 of the Listing Agreement. Your board of directors consist of the following Three directors: At the Annual General Meeting of the company held on 30th September 2015, In accordance with the provisions of Companies Act, 2013. Ms. Ayushi Agarwal was appointed as an Additional Director with effect from 25th march 2015. She holds office up to the date of the forthcoming Annual General Meeting. The Company has received from her the requisite notice in writing signifying her candidature for the Independent Director and appointed as an independent director by the Shareholders at the 33rd Annual General Meeting held on 30th September 2015. Mr. Shyam Mittal Mohan Managing director is the Key Managerial Personnel of the Company as per the provisions of Sections 2(51) and 203 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of managerial Personnel)Rules, 2014. There were no resignations by the Directors or Key managerial Personnel During the Year. Statement on Declaration given by the Independent Director As required under Scetions 149(7) of the Companies Act 2013, all the Independent Directors have given their respective declarations that they meet the criteria of Independence as specified in section 149(6) of the companies Act 2013. The details of training and familiarization programme and Annual Board Evaluation process for Directors have been part of this report. The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees also forms part of this Annual Report. DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 134(5) of the Companies Act 2013 the director state that to the best of their knowledge and belief and according to the information and explanations obtained by them: a) That in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;. b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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, 2015 and of the profit of the Company for the year ended on that date; 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 been prepared the annual financial statement 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. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS The Company has constituted a Nomination and Remuneration Committee and formulated the criteria for determining the qualification, positive attributes and independence of a Director . The Nomination and Remuneration Committee has recommended to the board a policy relating to the remuneration for Directors, Key managerial Personnel and other employees as required under Section 178(1) of the Companies Act 2013. The Criteria inter alia includes a person to be appointed on the board of the Company should possession in addition to the fundamental attributes of Character and integrity, appropriate qualifications, skill experience and knowledge in one or more fields of engineering, banking management finance marketing and legal, aproven track record, etc. As required under the provisions of Sections 197(14) of the Companies Act 2013, the Executive Director of the Company confirm that they do not receive any remuneration or commission from any subsidiary of the Company. BOARD EVALUATION Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. MEETING OF BOARD OF DIRECTORS A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 6 (Six) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES As on 31st March 2015, the Company has three Wholly Owned Subsidiary namely:- • Tanu Medico Limited incorporated on 05th December 2013 Tanu Medico Limited a wholly owned subsidiary of the company enagaged in import and export in all kinds of Pharmaceuticals, medicine and drugs, it is the initial period of operation and it reported total revenue of Rs. 8560 and profit after tax of Rs. (49,911) for the year under review. During the year the company increase its Authorised share capital of Rs. 10,00,000 to Rs. 50,00,000 and its paid up Equity share capital is Rs. 50,00,000. • Elopace Infrastructure Limited incorporated on 13th December 2013 Elopace Infrastructure Limited, a wholly owned step down subsidiary of the company and is engaged as the constructer , contarctor in real estate business .For the year under review Elopace Infrastructure limited recorded revenue of Rs. 10,200. During the year the company increase its Authorised share capital of Rs. 10,00,000 to Rs. 20,00,000 and its paid up Equity share capital is Rs. 20,00,000. • Yasmak Trade Infra Limited incorporated on 06th December 2013 Yasmak Trade Infra Limited a wholly owned step down subsidiary of the company and the company did not undertake any business during the year under review. A Marginal profit representing interest income was earned during the year Consolidated Accounts of its subsidiaries for the year under review has also been drawn in accordance with applicable accounting Standards. CONSOLIDATED FINANCIAL STATEMENT As required under the Listing Agreements with the Stock Exchanges Consolidated Financial Statements of the Company are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21, Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India and the provisions of the Listing Agreement with the stock Exchanges, forms part of this Annual Report and showing the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries as a single entity, after elimination of minority interest. The Auditor's Report on the consolidated financial statement is also attached. The same is unqualified. COMPLIANCE WITH THE CODE OF CONDUCT A declaration signed by the managing Director affirming the compliance with the Companies Code of Conduct by the Director's and senior Management for the Fianancial Year 2014-15, as required under Clause 49 of the listing agreement form part of this Annual Report.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. 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. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY M/S Ritu Ashish Agarwal & Associates , Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. In each period whether productive or non-productive, the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. All internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Director which provides strategic guidance on Internal Control. VIGIL MECHANISM POLICY / 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 behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company. AUDITORS REPORTS/ SECRETARIAL AUDIT REPORTS: M/S D KHURANA & COMPANY., CHARTERED ACCOUNTANTS (FRN 022696N), who have been the appointed as a Statutory Auditors of the Company at the last AGM but subject to the ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. SECRETARIAL AUDITORS 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 NARESH GUPTA & ASSOCIATES, COMPANY SECRETARY IN WHOLE TIME PRACTICE to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure C". EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH, 2015 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 D". HUMAN RESOURCES Your Company's Human Resource agenda remained focused on reinforcing the key thrust areas; being the employer of choice on campus, building an inclusive culture and a strong talent pipeline, institutionalizing mission critical capabilities in the organization, driving greater employee engagement and continuing to focus on progressive employee relation policies.. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance. 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. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: The company has one Executive Director and due to financial constraints being faced by the company he has forgone remuneration. Further, no sitting fees has been paid to any director during the year. 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 Company's Registered Office. LISTING WITH STOCK EXCHANGES The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. Other Disclosure The Directors confirm that during the financial year under review:- • No significant and material order has been passed against the company by any Regulator or court or Tribunal Which will impact the going concern status of the Company's operations; • There was no issue of Equity Shares with differential rights as to dividend, voting or otherwise; there was no issue of shares (including Sweat Equity Shares) to the employees of the Company under any scheme. 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 Board's Report and Management Discussion and Analysis 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 results. for and on behalf of the Board Jolly Plastic Industries Limited Shyam Mittal (Managing director) Mohan Kishore Saxena (Director) Place: Delhi Date: 01.09.2015 |