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Directors Report of Jaipan Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 49th Annual Report on the business and operations of your Company and theAudited Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The highlights of the Financial Results are:

31-03-2015 31-03-2014

Sales & Other Income 29,83,53,040.92 40,42,38,940.29

Less: Raw Material 22,20,98,498.00 32,82,18,606.67

Consumed & Purchases

Less: Expenditure 6,79,96,194.12 6,67,06,982.88

Less: Depreciation 68,32,985.96 76,72,221.20

Net Profit before tax & after 14,25,366.68 16,41,129.54

depreciation

Less: Provision for Tax 8,98,980.00 7,37,230.00

Less: Income tax earlier year - -

Add: Provision for Deferred Tax (441,998.84) (3,76,735.00)

Net Profit After Tax 9,68,385.52 12,80,634.54

Add: Profit & Loss brought 3,73,93290.99 3,61,12,656.45 forward

Add: Excess Provisions of Last Year

Profit carried to Balance Sheet 3,83,61,676.51 3,73,93,290.99

2. DIVIDEND

Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2015.

3. BOARD AND COMMITTEE MEETINGS

The Board and Audit Committee met 4 times during the FY 2014- 15 viz. 30.05.2014, 11.08.2014, 14.11.2014 and 14.02.2015.

The Nomination and Remuneration Committee met 2 times during the year viz. 30.05.2014 and 14.02.2015.

There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

4. DIRECTORS

Pursuant to the provisions of Section 152(6) of the CompaniesAct, 2013, Mr. Atin Agarwal, an executive director retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Mrs. Veena Agarwal was appointed as the Additional Director at the meeting of the Board of Directors held on 14.02.2015. She holds office as anAdditional Director upto the date of the forthcoming AGM.Anotice has been received from member pursuant to Section 160 of the Act signifying his intention to propose Mrs. Veena Agarwal as a Director of the Company

Mr. Thomas Lassar Kezhakr was appointed as the Additional Director of the Company with effect from 14.11.2014 and has resigned from the Company with effect from 14.02.2015.

Mr. Ashwini Omprakash Sharma has resigned as the Director of the Company with effect from 14.11.2014.

5. KEY MANAGERIAL PERSONNEL

Mr. Atin Agarwal is the CFO of the Company.

Mr. Jainarain Agarwal is the Managing Director of the Company. They are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and were already in office before the commencement of the Act.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial statements.

7. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arms length basis. The Company has nothing to report in Form AOC-2, hence, the same is not annexed.

8. RISK MANAGEMENT POLICY

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting.

9. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

11. INTERNAL FINANCIAL CONTROLS

Your Company has laid down standards and processes which enable internal financial control across the Company and ensured that the same are adequate and are operating effectively.

12. DEPOSITORY SYSTEM

The Company has entered into an agreement with National Securities Depository Limited (NSDL) as well as Central Depository Services (India) Limited (CDSL) to enable shareholders to hold the shares in dematerialized form. The Company also offers simultaneous Dematerialization of physical shares lodged for transfer.

13. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed asAnnexure A.

The information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also provided in the Annexure forming part of the Report.

14. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee/Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

16. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the CompaniesAct, 2013 are not applicable to the Company.

17. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Shravan A. Gupta & Associates Practising Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure B.

18. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at 31st March 2015 forms part of this report as Annexure C.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

(b) the Directors had 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 of the Company for that period;

(c) the Directors had 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) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f ) 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.

20. AUDITORS

M/s. Ashok K Lohiya And Associates Chartered Accountants, were reappointed as the Auditors of the Company at the last Annual General Meeting (AGM) OF the Company, to hold office from the conclusion of that AGM till the conclusion of 53rd AGM of the Company. In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of the auditors has to be placed for ratification at every AGM. Accordingly, the appointment of M/s. Ashok K. Lohiya And Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

21. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. The Committee has not received any complaint of sexual harassment.

22. SUBSIDIARY

Your Company does not have any subsidiary company.

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

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : The Company has taken necessary care to utilize energy efficient manufacturing equipments and has taken sufficient care to protect the environment from pollution caused due to use of technology.

C. Foreign Exchange Earnings and Outgo: Company has earned a Foreign Exchange Earnings of Rs. 12.14 Lacs from Foreign Exchange Transactions. The Company has not incurred any foreign expenditure during the year under review.

24. ACKNOWLEDGEMENTS

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, shareholders, promoters, bankers, group companies and above all, its employees.

For and on behalf of the Board of Directors JAIPAN INDUSTRIES LIMITED

JAINARAIN O. AGARWAL (Chairman & Managing Director)

Place: Mumbai,

Date: 14th August, 2015

Registered Office:

17, Cama Industrial Estate, Walbhatt Road,

Goregaon (East), Mumbai 400 063

CIN: L28991MH1965PLC013188


Mar 31, 2014

The Members of

JAIPAN INDUSTRIES LIMITED

The Directors have pleasure in presentin Annua the business and operations of your and th Financial Statements for the year ended h, 2014

1. FINANCIAL RESULTS

The highlights of the Financial Results are: 31-03-2014 31-03-2013

Sales & Other Income 40,42,38,940.29 27,14,94,236.00

Less: Raw Material 32,82,18,606.67 21,83,59,878.00

Consumed & Purchases

Less: Expenditure 6,67,06,982.88 4,32,26,142.00

Less: Depreciation 76,72,221.20 76,03,436.00

Net Profit before tax & after depreciation 16,41,129.54 23,04,780.00

Less: Provision for Tax 7,37,230.00 11,75,149.00

Less: Income tax earlier year -

Add: Provision for Deferred Tax (3,76,735.00) (2,96,736.00)

Net Profit After Tax 12,80,634.54 14,26,367.00

Add: Profit & Loss brought forward 3,61,12,656.45 3,46,86,289.45

Add: Excess Provisions of Last Year -

Profit carried to Balance Sheet 3,73,93,290.99 3,61,12,656.45



2. DIVIDEND

Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2014.

3. FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year under review.

4. DEPOSITORY SYSTEM

The Company has entered into an agreement with National Securities Depository Limited (NSDL) as well as Central Depository Services (India) Limited (CDSL) to enable shareholders to hold the shares in dematerialized form. The Company also offers simultaneous Dematerialization of physical shares lodged for transfer.

5. DISCLOSURE UNDER SECTION 274(1) (g)

None of the Director of the Company have been disqualified under section 274(1)(g) of the Companies Act,1956.

6. DIRECTORS

The Board on 11th August, 2014, has appointed Mr. Ravindra Ashok Mishra , as an Independent and Non Executive Additional Director as per the provisions of Companies Act, 2013 upto the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr. Ravindra as the Director of the Company. Mr. Ravindra Mishra has submitted his declaration under Section 149(6) to be appointed as the Independent Director of the Company and that he shall not be liable to retire by rotation.

Mr. Mahesh Shyama Shetty, resigned from the Company with effect from 11th day of August, 2014 and the Company thanks him for his valuable contribution to the Company.

Mr. Jainarin O Agarwal, Executive Director retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Mr. Ravindra Mishra, Mr. Ashwini Om Prakash Sharma and Mr. Shirish Gotecha are independent directors of the Company. Pursuant to Section 149 of the Companies Act,2013, it is proposed to appoint these Directors to hold office as per their tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting of the Company. The independent Directors are not liable to retire by rotation.

Mr. Atin Agarwal, Executive Director of the Company has been appointed as the CFO of the Company with effect from 11th day of August, 2014.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

i. that in preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. that the Directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and the profit of the Company for the year under review;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts for the year ended 31st March, 2014 have been prepared on a ''going concern basis''

8. SUBSIDIARY:

Your Company does not have any subsidiary company.

9. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not given as there are no employees during the year or part thereof as required under Section 217 (2A).

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

11. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance of requirements of Corporate Governance as per Listing Agreement with Stock Exchange. A separate report on Corporate Government is given in Annexure "A"

12. AUDITORS

M/S Ashok K. Lohiya & Associates, Chartered Accountant, the Auditor of the Company hold their office until the conclusion of the 53rd Annual General Meeting of the Company and your Directors recommended their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The appointment is subject to ratification at every Annual General Meeting of the Company.

13. ACKNOWLEDGEMENT

The Directors sincerely appreciate the enthusiasm and hard work displayed by all employees during the year. Your Directors also acknowledge their appreciation of the continued assistance and support given by the esteemed customers, suppliers, bankers and various departments of Central and State Governments.

For and on behalf of the Board of Directors JAIPAN INDUSTRIES LIMITED

J. N. AGARWAL (Chairman & Managing Director)

Place : Mumbai Dated : 11th August, 2014

Registered Office : 17 Cama Industrial Estates, Wallbhat Road, Goregaon (East), Mumbai-400 063


Mar 31, 2009

The Directors have pleasure in presenting the 43rd Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31 st March, 2009.

1. FINANCIAL RESULTS

The highlights of the Financial Results are :

31-03-2009 31-03-2008

( Rs. In 000)

Sales & Other Income 271944 201557

Net Profit for the year 3682 1352

Less : Provision for Tax 1000 500

Add : Provision for

Deffered Tax 148 301

Total 2830 1153

Less : Bonus issued - -

Profit carried to Balance Sheet 2830 1153

2. DIVIDEND

Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2009.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

4. DEPOSITORY SYSTEM

The Company has entered into an agreement with National Securities Depository Limited (NSDL) as well as Central Depository Services (India) Limited (CDSL) to enable shareholders to hold the shares in dematerialized form. The Company also offers simultaneous Dematerialization of physical shares lodged for transfer.

5. AUDITORS

M/s. Ashok Lohiya & Associates, Chartered Accountant, the Auditor of the Company hold their office until the conclusion of the ensuing Annual General Meeting of the Company and your Directors recommended their re-appointment, if made, would be within the limits prescribed under Section 224 (1 -B) of the Companies Act, 1956.

6. DIRECTORS

Mr. Shirish Gotecha, Mr. Arjun Singh Mehrotra & Mr. Ashwini O. Sharma, Directors of the Company retire by rotation, and being eligible, offers themselves for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

t. that in preparation of the Annual Accounts for the year ended 31st March, 2009, the applicable accounting

standards had been followed along with proper explanation relating to material departures, if any;

ii. that the Directors had selected such accounting policies and applied consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2009 and the profit of the Company for the year under review;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts for the year ended 31 st March, 2009 have been prepared on a going concern basis

8. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not given as there are no employees during the year or part thereof as required under Section 217 (2A).

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1) (e) of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

10. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance of requirements of Corporate Governance as per Listing Agreement with Stock Exchange. A separate report on Corporate Government is given in Annexure "A"

11. DISCLOSURE UNDER SECTION 274(1 )(g)

None of the Director of the Company have been disqualified under section 274(1 )(g) of the Companies Act, 1956.

12. ACKNOWLEDGEMENT

The Directors sincerely appreciate the enthusiasm and hard work displayed by all employees during the year. Your Directors also acknowledge their appreciation of the continued assistance and support given by the esteemed customers, suppliers, bankers and various departments of Central and State Governments.



For and on behalf of the Board of Directors

JAIPAN INDUSTRIES LIMITED

J. N. AGARWAL

(Chairman & Managing Director)

Place : Mumbai

Dated : 4th September, 2009.

Registered Office:

17, Cama Industrial Estate,

Walbhatt Road,

Goregaon (East),

Mumbai - 400 063.

 
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