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Directors Report of Jumbo Bags Ltd.

Mar 31, 2015

Dear Members,

The Directors present their 25th Annual Report together with the audited statement of accounts of the Company for the financial year ended on 31st March 2015.

FINANCIAL RESULTS:

(Rs in Lakhs)

PARTICULARS 2014-15 2013-14

SALES AND OTHER INCOME 9,635.60 8,352.73

PROFIT BEFORE INTEREST, DEPRECIATION & 886.73 (482.79) TAXES

INTEREST 664.05 410.97

DEPRECIATION 170.84 193.18

PROFIT/ (LOSS) BEFORE TAX 51.84 (1,086.94)

EXCEPTIONAL ITEMS / CONTINGENCIES (200.00) 841.43

TAX (DEFERRED TAX FOR 2014-15)/INCOME TAX 13.44 24.19

PROFIT/ (LOSS) AFTER TAX (134.72) (221.32)

PROFIT OF EARLIER YEARS 286.70 508.02

DEPRECIATION CHARGED OF PREVIOUS YEARS 236.11 - (AS PER NEW COMPANIES ACT)

INCOME TAX CHARGED OF PREVIOUS YEAR (2011-12) 9.88 -

PROFIT AVAILABLE FOR APPROPRIATION (94.01) 286.70

OPERATIONS AND FINANCIAL PERFORMANCE:

The consolidated revenue of Jumbo Bag Limited stands at Rs. 96.36 Crores for the financial year ended on 31st March 2015 as compared to the revenue of Rs 83.53 crores in the previous year. Your Company has incurred a loss during this year amounting to Rs. 1.35 Crores in the current year as against the loss of Rs.2.21 Crores in the previous year.

The after effects of the major fire accident that your company had faced towards the end of 2013-14 had serious implications in its performance in the financial year 2014-15 as well, since your company was able to carry on the manufacturing activity in only one of its manufacturing units. Your company strove to find the best alternative solution to build up the production capacity that was lost in the fire accident. However, the company managed to stabilize its production during the course of the Financial Year 2014-15.

The machineries and equipments from Unit II, where the fire broke, were shifted to Unit I and the satellite units during the year and this helped in maintaining the optimal level of production. The current stabilization in production has helped the company to recover some of the loss incurred last year. However, your company expects the payment of insurance claim to enable further stabilization in the operations.

Your company continues its struggle with the insurance claim process which is still underway. During the month of November, 2014, the company had received a letter of repudiation from one of the insurance company against the claim made in the earlier year in respect of loss of stock. Based on the legal advice received the stand taken by the insurance company is not tenable and your company has already filed the objection/appeal against the said letter. Your company is taking necessary measures to seek appropriate remedies in the matter. Based on expert legal advice, the Company believes that it has a good case and expects a favourable decision from the regulatory authorities.

Your company continues to perform well on the trading sector and the growth trajectory has been maintained on an upward trend with the increase in sales commission by 22% in the year 2014-15 as against 2013-14. With the impressive performance over the last 4 years, Indian Oil Corporation Limited (IOCL) has provided an opportunity to your company to expand the trading business geographically and to venture in the North

Indian markets in the states of Madhya Pradesh, Rajasthan and Chattisgarh. The Company is exploring the market at present and it is expected that growth in the northern region shall be at a slower pace than the southern region as the market in the South is well established.

DIVIDEND:

The Board of Directors have not recommended any dividend for the financial year ended 31st March 2015.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the financial year 2014-15, the Board of Directors appointed Smt. S. Subhashini as an Additional/Non- Executive Director with effect from 27th March 2015. Smt. S. Subhashini is proposed to be appointed as the Non-Executive Director of your Company at the ensuing Annual General Meeting. Your Directors recommend her appointment as a Non-Executive Director of your Company.

Sri G.S. Anil Kumar and Sri G.P. Ramraj, Whole-Time Directors, are liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible have offered themselves for reappointment. Appropriate resolutions for their re-appointment are being placed for your approval at the ensuing AGM.

A brief resume, expertise and details of other directorships of these Directors are attached along with the Notice convening the ensuing Annual General Meeting.

Sri G.P.N. Gupta, Managing Director & CEO, Sri G.S. Anil Kumar, Director-Finance & CFO and Ms. P. Prema Sona Bharathi, Company Secretary are the Key Managerial Personnel of your Company in accordance with 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.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the financial year 2014-15.

NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE:

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the appointment of M/s. M.Srinivasan & Associates, Chartered Accountant (Firm Registration No. 004050S) as Statutory Auditors of the Company have been approved in the 24th Annual General Meeting of the Company. They shall hold office until the conclusion of the 27th Annual General Meeting of the Company subject to ratification of their re-appointment by the Shareholders at every AGM. A resolution ratifying their re-appointment as Statutory Auditors forms part of the notice.

INDEPENDENT AUDITORS' REPORT:

Clarification on Auditors observations is given below:

'Emphasis of Matter' of the Independent Auditors' Report:

Report: We draw attention to note no. 12 of Schedule 1 forming part of the financial statements in respect of the status of Insurance Claim which is self explanatory. Our opinion is not modified in respect of this matter.

Managements' Reply:

As mentioned in Note no. 12 of Schedule 1, the estimates of claim both with regard to loss of stock and capital goods have been prepared in consultation with experts and as per guidelines communicated by them. The estimates were also modified on the basis of discussions with the surveyors appointed by Insurance Company. During the year, company had received a letter of repudiation from one of the insurance company against the claim made in the earlier year in respect of loss of stock. Based on the legal advice received the stand taken by the insurance company is not tenable and the company has already filed the objection/appeal against the said letter. The Company has made various representations to the insurance company to facilitate redressal of this claim through grievance mechanism laid down as per IRDA Guidelines. However, the insurance company has been denying an opportunity to present our case to them. Your company is taking all remedial measures and seeking expert legal advice to recover the claim amount.

The company has obtained legal advice on the matter and has approached the Honorable Court seeking appropriate directions to the Insurance Company for appointment of an Arbitrator to resolve this matter. The Company is confident that based on the facts available on record the process of arbitration will render justice to the Company's application. This has been appropriately dealt in the books of accounts.

COST AUDIT:

Pursuant to notification of the Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment Rules, 2014, the Company's product does not fall under the purview of Cost Audit from the financial year 2014-15. The Company has also intimated the non-applicability of Cost Audit to the Registrar of Companies.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - I" to this Report.

SECRETARIAL AUDIT REPORT:

Clarification on Secretarial Auditor's observation is given below:

We further report that during the audit period, no events have occurred during the year, which have a major bearing on the Company's affairs except the Order dated 09th December 2014 passed by SAT against BSE & SEBI condoning the delay in submitting the Audited Financial Results of the Company for the quarter ended 31.12.2013 and year ended 31.03.2014 due to the major fire accident, occurred during that period and application for delisting of equity shares from Madras Stock Exchange made during the year 2014-15 for which the delisting order was received by the company in May 2015.

Management's Reply:

The company had, in the month of November 2013 faced a major fire accident in one of its factories at Athipedu. The accident resulted in huge capital loss for the company. Since the loss amount was large and the insurance survey was under process, the company was not able to submit the unaudited financial results for the quarter ended 31st December, 2013 and the audited financial results for the year ended 31st March 2014.

The Stock Exchange had, in this regard issued a notice to the company for demanding compliance of Clause 41, non-compliance of which would lead to suspension. As the delays made for filing was due to an exceptional circumstance, the company had requested for exemptions well before the time of filing the above-said financials. However, the stock exchanges and SEBI did not consider our grievance and issued a notice for suspension of trading in shares of the company vide their letter dated 19th August 2014.

The company, aggrieved by the communication, filed an appeal with the SEBI Appellate Tribunal. The case was heard on 9th December, 2014 by SAT and without going into the merits of the matter, SAT disposed the appeal setting aside BSE's impugned order for suspension of trading in shares with the stock exchange and also set aside the penalty that was levied for non-filing of financial statement.

The company had, however, subsequently submitted the unaudited results for the quarter ended 31st December, 2013 and the audited financial results for the year ended 31st March, 2014 in its meeting held on 13th August, 2014.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Rule 12(1) of the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure - II" to this Report.

RELATED PARTY TRANSACTIONS:

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013 and Rules issued thereunder. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note 18 to the standalone financial statements forming part of this Annual Report.

LOANS AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statement.

VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The policy has been uploaded in the website of the Company at www.jumbobaglimited.com. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

DEPOSITS:

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

The total amount of Fixed Deposits from the Public and Shareholders of the Company as at 31st March 2014 was Rs.64,00,000/-. There was no default in repayment of deposits or interest thereon on the due dates and there was no overdue/unclaimed deposit at the end of the year.

Pursuant to Section 74(1)(b) of the Companies Act, 2013 and the explanation given under Rule 19 of the Companies (Acceptance of Deposits) Rules, 2015, your company has repaid the dues that were repayable upto 6th May 2015 totally amounting to Rs.29,25,000/-.

Total amount due for repayment upto the year 2016 arrives at Rs.32,75,000/- and the same shall be repaid along with interest within the period stipulated under the explanation given under Rule 19 of the Companies (Acceptance of Deposits) Rules, 2015.

INTERNAL COMPLAINTS COMMITTEE:

The Ministry of Women and Child Development have notified the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules 2013 with effect from 9th December 2013.

In deference to the aforesaid act and rules as notified, Jumbo Bag Limited has constituted an Internal Complaints Committee as required under Section 4(1) of the above-said act on 24th May 2014. The members of the Committee are as under:

Head Office

1. Ms. M. Jagadeeshwari (Sonia) - Presiding Officer

2. Sri Satish K. Shenoy - Member

3. Ms. P. Prema Sona Bharathi - Member cum Secretary

4. Sri Thalamuthu Natarajan - Independent Member

Ponneri & Athipedu Units

1. Ms. Bonfi Joseph - Presiding Officer

2. Sri Satish K. Shenoy - Member

3. Ms. P. Prema Sona Bharathi - Member cum Secretary

4. Sri Thalamuthu Natarajan - Independent Member

There have been no cases reported since the time of constitution of the committee. The Committee met once on 23.04.2015 to review the policy and to discuss on women safety and the measures taken by your company.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

As prescribed under the Listing Agreement which came into force from 1st October 2014, your Company does not fall under the purview of applicability of clause 49 of the Listing Agreement. During the year, with the approval of Board of Directors, your Company has informed the non-applicability provision to the Bombay Stock Exchange.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2015-16 before the due date to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from 17th September, 2015 to 23rd September, 2015 (both days inclusive).

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) 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 your Company as at 31st March, 2015 and of the statement of profit and loss of the Company for the financial year ended 31st March, 2015;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a 'going concern' basis;

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

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

PERSONNEL:

None of the employees of the Company drew remuneration which in the aggregate exceeded the limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Remuneration Remuneration S. paid paid No Name Designation Fy 2014-15 FY 2013-14 (Rs. in lakhs) (Rs. in lakhs)

1 G.P.N. Gupta Managing 20.20 19.05 Director

G.S. Chief Financial 15.19 14.80 2 Anilkumar Officer (KMP)

Whole Time 15.20 14.78 3 G.P. Ramraj Director - Operations

P. Prema Sona Company 4.06 3.65 4 Bharathi Secretary (KMP)



Increase in Ratio / times S. remuneration per median No Name from previous of employee year remuneration

1 G.P.N. Gupta 6.03 17.57

G.S. 2.64 13.21 2 Anilkumar

2.84 13.22 3 G.P. Ramraj

P. Prema Sona 11.23 3.28 4 Bharathi

Note:

1. The remuneration payable to the KMP / Whole time directors are in accordance with the Industry and Geographical standards and as per the Remuneration policy of the Company.

2. The percentage increase in the median remuneration of employees in the financial year is 13%.

3. The number of permanent employees on the rolls of company as on 31st March 2015 is 247.

4. No remuneration is paid to the Independent Directors and Non-Executive Director of the Company other than the sitting fees of Rs.10,000/- for attending Board / Committee Meetings. The details of sitting fees paid to the Directors are set out in Corporate Governance Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure - III" to this Report.

STATUTORY INFORMATION:

The Madras Stock Exchange limited had, via their letter dated 12.06.2014 intimated that they have submitted an application for voluntary exit as a Stock Exchange to SEBI. To bring this to effect, it is in the process of getting the companies listed with them to apply for voluntary delisting. In view of the same, your company got delisted from Madras Stock Exchange with effect from 14th May 2015.

The Business Responsibility Reporting as required under Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable for your company for the financial year ending 31st March 2015.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

However, your company was not in a position to file its unaudited financial statements post the fire accident at Unit - II situated at Athipedu for the quarter ended 31st December, 2013 and the audited financial results for the year ended 31st March, 2014 due to non-ascertainment of admissible claim amount by the insurance company. It was difficult for your company to provide financials without the assessment of loss, since the same would result to not portraying the correct financial position of the company for the said period.

Your company had therefore made an application to the Stock Exchange to consider our position and grant us extension of time for filing the financial results. Our grievance was not considered and a communication was issued by the Bombay Stock Exchange on 19th August 2014 stating that the stock exchange shall proceed for suspension of trading in the shares of your company for not filing the financials within the stipulated time. The appeal was heard on 9th December, 2014 by SAT and without going into the merits of the matter, SAT disposed the appeal setting aside BSE's impugned order for suspension of trading in shares with the stock exchange and also set aside the penalty that was levied for non-filing of financial statement.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your company believes in continuous improvement and constantly strives to optimize the control and monitoring systems. The Control and Monitoring Systems in place to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and all transactions are authorized, recorded and reported correctly. Periodic review of control systems by the internal auditors M/s. A. Raghunathan & Co., Chartered Accountants, Chennai ensures their adequacy and effectiveness. All shortcomings identified by the Internal Audit team are placed before the Audit Committee and the Board and prompt corrective action are taken.

INDUSTRIAL RELATIONS:

The industrial relations in respect of all other manufacturing facilities and divisions of your Company are normal. Your company determines to take the relationship with the workers at cordial levels and is committed to provide necessary support for the welfare of its staff.

SOCIAL RESPONSIBILITY:

Integration of social, environmental, ethical and human rights makes an enterprise meet the fullest level of social responsibility. Keeping this in mind, Jumbo Bag Limited commits itself to the environment by meeting the environmental regulation, best utilization of natural resources and creating awareness on prevention of pollution through training and communication.

Your company continued to endeavor and participated actively in the welfare of the community. Your company had during the year organized Free Medical Camp on 21st December 2014 with specialized check up for eye care, Dental care and ENT among the general check up.

Your Company had sponsored furniture to Government Primary School at Panjetty village on 22.01.2015. Your company continues to support Gorantla Ramalingaiah Vivekananda Vidyalaya in various ways. This school has strength of over 1094 students at present and many employees' children are enjoying the benefits of concessional fees studying in the above-mentioned school.

CAUTIONARY STATEMENT:

In accordance with the Code of Corporate Governance approved by the Securities and Exchange Board of India, Shareholders and Readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions expressed by the management herein contain its perceptions on the material impacts on the Company's operations, but it is not exhaustive as they contain forward-looking statements which are extremely dynamic and increasingly fraught with risk and uncertainties. Actual results, performances, achievements or sequence of events may be materially different from the views expressed herein.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by Government of India, Government of Tamil Nadu, State Bank of India & State Bank of Hyderabad and the Shareholders.

Your Directors also place on record their appreciation for the continued and dedicated performance and commitment by Officers and Staff of the Company.

For and on behalf of the Board

Place: Chennai K.J.M. SHETTY Date : 14.08.2015 Chairman DIN:00033296


Mar 31, 2014

To the Members,

The Directors present their 24th Annual Report together with the audited statement of accounts of the Company for the fi nancial year ended 31st March 2014.

FINANCIAL RESULTS: (Rs in Lacs)

PARTICULARS 2013-14 2012-13

SALES AND OTHER INCOME 8352.73 8775.79

PROFIT BEFORE INTEREST, DEPRECIATION & TAXES (482.79) 656.53

INTEREST 410.97 443.70

DEPRECIATION 193.18 202.30

PROFIT/ (LOSS) BEFORE TAX (1086.94) 10.53

EXCEPTIONAL ITEMS 841.43 -

TAX (DEFERRED TAX FOR 2013-14) 24.19 1.25

PROFIT/ (LOSS) AFTER TAX (221.32) 9.28

PROFIT OF EARLIER YEARS 508.02 498.74

PROFIT AVAILABLE FOR APPROPRIATION 286.701 508.02

OPERATIONS AND FINANCIAL PERFORMANCE

The consolidated revenue of Jumbo Bag Limited stands at Rs. 83.53 Crores for the fi nancial year ended 31st March 2014 as compared to the revenue of Rs 87.76 crores in the previous year. Your Company has incurred a loss this year amounting to Rs. 221.32 Lacs in the current year as against a Profit of Rs.9.28 Lacs in the previous year.

Your Company had faced a setback in the fi nancial year 2012-13; however, it picked up on its performance gradually and made a profit of Rs.30 Lacs in the Second Quarter of the year 2013-14. The operation of the company was again affected due to a major fi re accident at Unit II (Athipedu Factory) that occurred on 23rd November 2013. Major portion of the factory was gutted in fire and the company faced huge loss in terms of materials and machinery. The factory was completely shut down till 9th December 2014. Thereafter, the portion that was not damaged operated.

Further to the above, there was a strike by the workers in Unit I (Ponneri Factory) that lasted for 25 days from 27th December, 2013 to 20th January, 2014. Despite the unforeseen hurdles, your company took immediate steps to control the damage caused and maintained the production level. Rigorous steps are being taken to fulfi ll the customer obligations on time and to keep the production going up to the maximum capacity with the help of various sources available in the market. Your company would like to inform that despite the hard times, the market and the customer have been understanding to our situation and have given us helping hand in every way possible. Your company is confi dent that it will recover from this setback at the earliest possible time.

Your company has been able to withstand two big jolts experienced during the last fi nancial year and it was able to resume its operations at the unaffected part of the Athipedu Unit within a short span of time from the date of incidents. Your company''s cordial relationship with the market in general helped in garnering support at the time of adversity from its competitors and vendors. Besides, your company managed to find alternative sources to fi nish the orders on time so that the customers did not suffer due to the setback faced by the company in production.

On the brighter aspects, your company has been able to sustain its growth in the trading of IOCL Products in terms of sales and volume. The fi nancial year 2013-14 saw 20% growth in volume of sales.

DIVIDEND:

The Board of Directors have not recommended any dividend for the fi nancial year ended 31st March 2014. DIRECTORS:

Sri Krishnamurthy Grandhy resigned from the Board of Directors with effect from 14th February 2014. The Board places on record its deep sense of appreciation for the outstanding contribution made by Sri Krishnamurthy Grandhy as the Director of the Company.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. All the Independent Directors will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-election.

A brief resume, expertise and details of other directorships of these Directors are attached along with the Notice convening the ensuing Annual General Meeting.

AUDITORS:

M/s. M. Srinivasan & Associates, Chartered Accountants, Chennai, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Board, subject to the recommendation of the Audit Committee, proposes that M/s. M. Srinivasan & Associates, Chartered Accountants, Chennai bearing registration No.004050S be re-appointed as the Statutory Auditors of the Company to hold office till the conclusion of the fourth consecutive Annual General Meeting of the Company. M/s. M. Srinivasan & Associates, Chartered Accountants, Chennai have forwarded a certificate to the Company, stating that their re-appointment, if made, will be within the limit specifi ed in that behalf in sub- section (1) of section 139 of the Companies Act, 2013 (Previously, Section 224(1B) of the Companies Act, 1956).

Independent Auditors'' Report:

Clarifi cation on Auditors observations is given below:

''Emphasis of Matter'' of the Independent Auditors'' Report:

Report: We draw attention to Note No.2.19 of the financial statements with regard to the Claims receivables from the Insurance Companies and outstanding of Rs. 1099.58 lakhs on the balance sheet date. The management is confident of recovery of full amount and therefore no further provision is made. Our opinion is not qualified in respect of this matter.

As mentioned in Note no.2.19 of the notes on accounts, the estimates of claim both with regard to loss of stock and capital goods have been prepared in consultation with experts and as per guidelines communicated by them. The estimates were also modified on the basis of discussions with the surveyors appointed by insurance company. The claims estimates submitted have not yet been admitted by the insurance company in the case of stock policy. While in the case of fi xed assets, we have received interim payment of Rs.70 lacs. We believe that estimates of claims preferred are reasonable and accountable considered on the basis of best judgement basis. In absence of claim admission and quantifi cation by insurance company, any variation to the claim preferred will be dealt with at the time of receipt as per accounting guidelines.

COST AUDITORS:

Ms. S. Subhashini, Cost Accountant was appointed as the Cost Auditor of your Company for the financial year 2013-14 pursuant to Section 233B of the Companies Act, 1956 to carry out the audit of your Company''s cost records.

DEPOSITS:

The total amount of Fixed Deposits from the Public and Shareholders of the Company as at 31st March 2014 was Rs.64,00,000/-. There was no default in repayment of deposits or interest thereon on the due dates and there was no overdue/ unclaimed deposit at the end of the year.

With the new provisions of the Companies Act, 2013 coming into effect from 01.04.2014, your company shall repay all the deposits before prescribed due dates as mentioned in Section 74 of the Companies Act, 2013 and the rules notified thereunder.

INTERNAL COMPLAINTS COMMITTEE:

The Ministry of Women and Child Development have notified The Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules 2013 with effect from 09.12.2013.

In deference to the aforesaid act and rules as notified, Jumbo Bag Limited has constituted an Internal Complaints Committee as required under Section 4(1) of the above-said act on 24.05.2014. The members of the Committee are as under:

Head Office

1. Ms. M. Jagadeeshwari (Sonia) - Presiding Officer

2. Sri Satish K. Shenoy - Member

3. Ms. P. Prema Sona Bharathi - Member cum Secretary

4. Sri Thalamuthu Natarajan - Independent Member Ponneri & Athipedu Units

1. Ms. Bonfi Joseph - Presiding Officer

2. Sri Satish K. Shenoy - Member

3. Ms. P. Prema Sona Bharathi - Member cum Secretary

4. Sri Thalamuthu Natarajan - Independent Member

There have been no cases reported since the time of constitution of the committee.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby state that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

- The directors have taken proper and suffi cient care 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;

- The directors prepared the annual accounts for the fi nancial year on a "going concern" basis.

PARTICULARS OF EMPLOYEES:

None of the employees of the company were in receipt of remuneration which in the aggregate exceeded the limits fi xed under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975 as amended.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act,1956, are attached to form part of the Report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continued co-operation, support and assistance extended to the Company by Government of India, Government of Tamil Nadu, State Bank of India & State Bank of Hyderabad and the Shareholders.

Your Directors also place on record their appreciation for the continued and dedicated performance and commitment by officers and Staff of the Company.

For and on behalf of the Board Place: Chennai K.J.M. SHETTY Date : 13.08.2014 Chairman


Mar 31, 2010

The Directors have pleasure in presenting their Report and the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS:

Rs. In lakhs

Particulars 2009-10 2008-2009

Income

Sales and other Income 6405.39 7127.38

Profit before Interest, Depreciation & Taxes 574.88 701.10

Interest 279.63 319.64

Depreciation 184.09 170.74

Profit Before Tax 106.42 214.71

Current Tax 36.08 55.95

Deferred Tax 10.94 8.73

Fringe Benefit Tax 0.00 6.52

Profit After Tax 59.12 143.51

Add/less Prior period adjustments 1.55 1.36

Profit of earlier years 305.54 216.65

Profit available for Appropriation 366.21 361.52

DIVIDEND:

Considering that we have gone through a recessionary period and the profits are very minimal, your directors after much deliberation have decided to skip the dividend for the year 2009-10.

EXTRA ORDINARY GENERAL MEETING:

The company conducted an Extra Ordinary General Meeting on March 03, 2010. Two Special resolutions were passed at the said EGM, for commencement of business specified in the other objects of the Memorandum of Association and reappointment of Sri. G.P.N Gupta as the Managing Director of the company for three years. The resolutions were passed unnanimously by the shareholders at the meeting and all legal formalities relating to the same have been completed.

NSE PLATFORM TRADING:

As a testimony of good Corporate Governance your company has been selected by National Stock Exchange to trade the companys shares in the National Stock Exchange platform, details of which are given in the Report of Corporate governance.

FIXED DEPOSITS:

The total amount of Fixed Deposits from the Public and Shareholders of the Company as at 31st March 2010 was Rs.45,10,000/-. There was no default in repayment of deposits or interest thereon on the due dates and there was no overdue/unclaimed deposit at the end of the year.

DIRECTORS:

Sri G.Krishnamurthy, K.J.M. Shetty, Rama Rao Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Sri. G.S.Anil Kumar, Director - Finance and Sri. G.P. Ramraj, Director - Marketing present term as Whole time Directors for three years comes to an end by the month of October this year. Sri M.V.Ananthakrishna has been appointed as an additional director to the Board during the year. The Board recommends for their re-appointment / appointment and places before the Shareholders for their consent.

SUBSIDIARY

Your company has made an investment of USD 5000 in Jumbo Bag LLC, Georgia, USA which has commenced commercial operations during the year. The total turnover for the company during the year is Rs 71.33 Lakhs. While the potential of the market is huge, exploiting the market requires appointing sales personnel resulting in huge fixed cost on recurring basis without any certainty of orders. Your company therefore is evaluating various options for the growth of Jumbo Bag LLC. While it is currently a subsidiary, Joint Ventures are being explored and the future plans will determine its holding structure. The operation of the Jumbo Bag LLC are also not material and is insignificant in relation to that of its parent company, Jumbo Bag Ltd. Therefore the consolidated financial statements are not presented herewith. However a statement pursuant to Section 212 of Companies Act, 1956 is annexed hereto.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that they have:

i. followed the applicable Accounting Standards in the preparation of the annual accounts;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the company for the year under review.

iii. taken proper and sufficient care 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 detecting fraud and irregularities;

iv. prepared the accounts for the financial year on a "going concern" basis.

STATUTORY AUDITORS:

The Board of Directors recommends the appointment of the Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. The present Auditors, M/s. M. Srinivasan & Associates are eligible for reappointment.

INDUSTRIAL RELATIONS:

Industrial relations continued to be cordial. The Directors place on record their deep appreciation for the sincere and dedicated teamwork of all employees at all levels to meet the quality, cost and delivery requirements of the customers.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956 Read with Companies (Particulars of Employees) Rules, 1975 as amended.

INFORMATION UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956:

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given as Annexure I of this Report.

SOCIAL RESPONSIBILITY:

Your company continues to participate actively in the community needs by conducting health camps, supporting vocational training centers, support to Gorantla Ramalingaiah Vivekananda School etc.,

ACREDITATION PROCESS:

BRC Certificate:

Your company on fulfilling the requirement of Global Standard for Packaging & Packaging Material has been awarded the Certificate by British Retail Constorium.

ISO 14001:2004 - Environmental Management System

The ISO has developed international environmental standards which are known as the ISO 14000. It provides the framework for the development of an environmental management system and the supporting audit programme. Your company having met the standards prescribed by ISO 14000: 2004, has been awarded the certificate for environment management system.

ISO 22000 - Food Safety Management system

Your company has taken the lead in implementation of ISO 22000 and has been certified for Food Safety Management System.

All certificates have been issued by Intertex System Certificates.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed. In line with the requirements of Clause 49 of the listing agreement, a separate report on Corporate Governance, along with a certificate from the Statutory Auditors of the Company is annexed herewith for the information of the members.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to the Central Government and the Government of Tamil Nadu, State Bank of India, State Bank of Hyderabad and Indian Overseas Bank for their continued support during the year. Your Directors also wish to convey their thanks to the valued customers, employees and dealers for their continued patronage during the year.

For and on behalf of the Board

Place : Chennai N.D.PRABHU

Date : 31.05.2010 Chairman

 
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