Mar 31, 2015
Dear Members,
The directors have pleasure in presenting this 28th Annual Report
together with the Audited Financial Statements of your Company for the
year ended March 31,2015.
ECONOMIC SCENARIO
The global economic environment in recent years has been challenging
which coupled with slowing growth in some of the leading global
economies has impacted currencies all over the world. However, despite
unpredictable headwinds, the global economic recovery seems to be
gaining momentum. Specifically, the recovery in the United States was
stronger than expected, which provided momentum for the global economic
recovery
After a tepid start by India's economy in FY 2014-15, there was a shift
to positive sentiments led by commitments from the newly elected
Government at the Centre. FY 2014-15 was indeed a year of
transformation and optimism for the Indian economy. The new government
has ushered in an era of hope and development, and a vision to create a
robust economy for India. An initiative that has particularly
galvanized the entire country is 'Make in India' led by our Hon'ble
Prime Minister.
This campaign is designed to transform India into a global
manufacturing hub. India's economy is in the midst of recovery with
lower fiscal and current account deficit and structural reforms to
boost investments. The Indian economy is expected to grow @ 7.5% in
2015-16 (as per the World Bank) and is expected to reach around 8% by
2017. While the various steps are being taken to de-clog the growth, it
is expected that the government's reform agenda will spur economic
growth and increase business sentiment this fiscal year.
FINANCIAL DATA
( Amount in Rs. )
FINANCIAL RESULTS 2014-15 2013-14
(Rs. In Lacs) (Rs. In Lacs)
Sales / Other Income 2262.86 1241.69
Gross Profit before interest,
depreciation prior Period income
and expenditure 285.14 200.69
and impairment Loss and excess
provision written back
Interest 26.13 35.22
Depreciation 105.67 68.26
Profit / (Loss) before prior period
adjustment, exceptional items and Tax 153.34 97.47
Exceptional items # 125.00 75.03
Provision for Taxation 56.00 36.58
Provision for deferred Tax 2.53 2.95
Profit / (Loss) after Tax 224.87 132.97
Prior Period Expenses 40.55 0
Net Profit 184.32 132.97
TRANSFER TO RESERVES
Your Company proposes not to transfer any amount to the General
Reserve. The Company proposes to retain Rs. 18.434 lac in the Profit
and Loss account.
DIVIDEND
Your Board has deferred for the time being, the decision to recommend
any Dividend for the Financial Year 2014-15.
MATERIAL CHANGES AND COMMITMENTS
Your Company has received a Public Announcement dated May 6, 2015 from
D & A Financial Services (P) Limited ("Manager to the Offer") on behalf
of M/s Innovative Tech Pack Limited and Mr. Ketineni Sayaji Rao
("Acquirer") to the shareholders of the Company to acquire 12,02,650
equity shares of face value Rs. 10/- each constituting 26% of Issued and
Subscribed Capital and Voting Capital of the Target Company, which is
your Company, in accordance with Regulation 3(1) and Regulation 4 of the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations
("SAST Regulations"). This Public Announcement was made pursuant to and
in compliance with Regulations 13 (1) and 15(1) of the SAST Regulations.
The Copy of Public Announcement is available on the website of Stock
exchanges (BSE Ltd and National Stock Exchange of India Limited).
Further, on May 13, 2015, the Company has received a copy of the
Detailed Public Statement (DPS) dated May 13, 2015 and on May 19, 2015,
the Company has received the Draft Letter of Offer dated May 19, 2015
from M/s Innovative Tech Pack Limited and Mr. Ketineni Sayaji Rao
("Acquirer"). However, the said Open Offer does not affect the
financial position of your Company during the financial year under
review.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or an associate company within
the meaning of Section 2(87) and 2(6) of the Companies Act, 2013
("Act") respectively, as on March 31,2015.
DIRECTORS
Your Board placed on record its appreciation for the contributions made
by Mr. Arun Ram Gopal Mehra during his tenure as director of the
Company, who resigned on February 15, 2015 due to some personal
reasons.
Ms. Rajani Shirish Ladda was appointed as an Independent Women
Additional Director with effect from February 14, 2015 and holds office
upto date of forthcoming Annual General Meeting of the Company. The
Company has received a notice under Section 160 of the Companies Act,
2013 along with the requisite deposit from a member proposing the
appointment of Ms. Rajani Shirish Ladda as a Director of the Company.
Accordingly, a resolution is included in the Notice of the forthcoming
28th Annual General Meeting of the Company for seeking approval of
members for his appointment as a Independent Women Director of the
Company to hold office for a term upto five consecutive years
commencing from September 29, 2015. The Independent Directors of the
Company, that are Mr. Krishnaswamy Mohanraj Madurai, Ms. Rajani Shirish
Ladda have submitted their Declaration of Independence, as required
pursuant to Section 149(7) of the Companies Act, 2013 stating that they
continue to meet the criteria of Independence as provided in Section
149(6) of the Companies Act, 2013.
Ms. Ketineni Suchita Rao was appointed as an Additional Director with
effect from August 14, 2015 and holds office upto date of forthcoming
Annual General Meeting of the Company. The Company has received a
notice under Section 160 of the Companies Act, 2013 along with the
requisite deposit from a member proposing the appointment of Ms.
Ketineni Suchita Rao as a Director of the Company. Accordingly, a
resolution is included in the Notice of the forthcoming 28th Annual
General Meeting of the Company for seeking approval of members for his
appointment as a Director of the Company.
Mr. Ketineni Satish Rao was appointed as an Additional Director with
effect from August 14, 2015 and holds office upto date of forthcoming
Annual General Meeting of the Company. The Company has received a
notice under Section 160 of the Companies Act, 2013 along with the
requisite deposit from a member proposing the appointment of Mr.
Ketineni Satish Rao as a Director of the Company. Accordingly, a
resolution is included in the Notice of the forthcoming 28th Annual
General Meeting of the Company for seeking approval of members for his
appointment as a Director of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, your directors state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to 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 and
loss 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 the
Companies Act, 2013 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.
KEY MANAGERIAL PERSONNEL
The following persons are Whole-Time Key Managerial Personnel ('KMP')
of the Company in terms of provisions of Section 203 of the Companies
Act, 2013:
a. Mr. Ketineni Sayaji Rao - Chairman and Director
b. Mr. Narayan Kumar Mishra - Chief Financial Officer
c. Mr. Abha Garg - Company Secretary NUMBER OF BOARD MEETINGS
Ten meetings of the Board of Directors of your Company were held during
the year under review.
EVALUATION OF BOARD PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013 and the corporate
governance requirements as prescribed by Securities and Exchange Board
of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause
49"), the Board of Directors has carried out an annual evaluation of
its own performance, Board committees and individual directors. 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
diversity of the Board, effectiveness of the board processes,
information and functioning etc.
The performances of the committees were evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees and effectiveness of the
committee meetings etc. The performance of the individual directors was
reviewed on the basis of the criteria such as contribution of the
individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings etc.
The performances of non-independent directors, Board as a whole and of
the Chairman were evaluated in a separate meeting of Independent
Directors after taking into account the views of executive directors
and non-executive directors.
INTERNAL FINANCIAL CONTROL
The Company has in place an established internal control system to
ensure proper recording of financial &operational information,
compliance of various internal controls and other regulatory/statutory
compliances. All Internal Audit findings and control systems are
periodically reviewed by the Audit Committee of the Board of Directors,
which provides strategic guidance on Internal Controls.
STATUTORY AUDITORS
M/s. BGJC & Associates, Chartered Accountants (Firm Registration No.
003304N) are proposed to be appointed as the Statutory Auditors of the
Company in the insuing 28th Annual General Meeting of the Company to be
held on September 29, 2014, to hold the office till the conclusion of
33rd Annual General Meeting of the Company, subject to the ratification
of shareholders at every Annual General Meeting.
DIRECTORS' VIEW ON AUDITORS' OBSERVATIONS
Management response to the observations of the auditors is explained
wherever necessary through appropriate notes to the Accounts is
reproduced hereunder in compliance with the relevant legal provisions.
FIXED DEPOSITS
No disclosure or reporting is required in respect of deposits covered
under Chapter V of the Companies Act, 2013, as there were no
transactions in respect of the same during the year under review.
RISK MANAGEMENT
There is a continuous process of identifying / managing risks through a
Risk Management Process. The measures used in managing the risks are
also reviewed. The risks identified by the Company broadly fall in the
category of operational risk, regulatory risk, financial & accounting
risk & foreign currency related risks. The risk management process
consists of risk identification, risk assessment, risk monitoring &
risk mitigation. During the year, measures were taken for minimization
of risks and the Board was informed from time to time. In the opinion
of the Board, none of the said risks which have been identified may
threaten the existence of the Company.
AUDIT COMMITTEE
The Audit Committee of the Company consists of Mr. Krishnaswamy
Mohanraj Madurai, Chairman, Ms. Rajani Shirish Ladda, Mr. Ketineni
Sayaji Rao as members. The Board of Directors of your Company has
revised its terms of reference to make it in line with the requirements
of Section 177 of the Companies Act, 2013 and clause 49 of the listing
agreement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is enclosed as Annexure - A, and forms
part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules is enclosed as
Annexure B1 and forms part of this report. A statement showing details
pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as Annexure - B2 and forms part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
The Company has not made any investments in securities of other body
corporate(s) during the financial year 2014-15 CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are in ordinary course of business and
at arm's length, which are not material in nature. All related party
transactions are with the approval of the Audit Committee and
periodically placed before the Board for review.
The prescribed Form AOC-2 is enclosed as Annexure - C, and forms part
of this Report. Your directors draw attention of members to Note 41 to
the standalone financial statements which sets out related party
disclosures.
EXTRACT OF ANNUAL RETURN
The details forming part of Extract of Annual Return in prescribed form
MGT-9 is enclosed as Annexure - D and forms part of this Report.
SECRETARIAL AUDIT
The Board has appointed M/s B.S. Goyal & Co., Company Secretaries, to
conduct Secretarial Audit for the financial year 2014-15. The
Secretarial Audit Report for the financial year 2014-15 is enclosed
herewith as Annexure - E and forms part of this Report. The Secretarial
Audit Report does not contain any qualifications, reservation or
adverse remark.
CORPORATE GOVERNANCE
As per Clause 49 of the listing agreements entered into with the stock
exchanges, Corporate Governance Report along with Auditors' certificate
thereon and Management Discussion and Analysis Report are enclosed, and
form part of this report.
DISCLOSURE REQUIREMENTS
1. Policy on materiality of related party transactions and dealing
with related party transactions is available on the website of the
Company.
2. The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns, which is avaliable on Company's
website www.jausspolymers.com. The provisions of this policy are in
line with the provisions of Section 177(9) of the Companies Act, 2013
and the revised Clause 49 of the Listing Agreements with stock
exchanges.
3. The Company's Remuneration Policy is enclosed as Annexure - F and
forms part of this Report.
4. There were no significant or material orders passed by the
Regulators or Courts or Tribunals which impact the going concern status
and Company's operations in future.
5. During the year under review, there were no cases reported under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
ACKNOWLEDGEMENT
The Directors wish to acknowledge and thank the Central and State
Governments and all regulatory bodies for their continued support and
guidance. The Directors thank the shareholders, customers, business
associates, Financial Institutions and Banks for the faith reposed in
the Company and its management.
The Directors place on record their deep appreciation of the dedication
and commitment of your Company's employees at all levels and look
forward to their continued support in the future as well.
For on behalf of the Board
Sd/-
Ketineni Sayaji Rao
Place : New Delhi Chairman and Director
Date : 03.09.2015 (DIN.: 01045817
Mar 31, 2014
Dear Members,
The Directors'' are delighted to present 27th Annual Report on the
business & operations of the Company together with the Audited
Financial Statements & Accounts for the period ended 31st March, 2014.
(Amount in Rs.)
Particulars 2013-14 2012-13
(9 Months) (12 Months)
Net Sales & Other Income 12,41,69,211 10,94,52,749
Exceptional Income 75,03,490 15,55,7,706
Profit before Interest, Depreciation
& Tax 20,094,701 1,07,29,284
Financial Charges 35,21,854 30,23,920
Depreciation & Amortisation 68,26,251 72,67,520
Profit before Tax 17,250,086 1,59,95,550
Tax Expenses 39,52,650 58,53,890
Net Profit after Tax 13,297,436 1,01,41,660
Earning per equity share 2.87 2.19
2. PERFORMANCE & OPERATION
The sound performance of your Company is manifested in the net profit
posted for the period under review. During the period ended on 31st
March, 2014 the net revenue of the Company is 1241.69 Lacs (Annualized
Rs. 1655 Lacs, Representing the growth of 54%) as against Rs. 1094.52
Lacs in the previous year. You will appreciate the fact that your
Company is growth driven which is reflected through its consistent
performance over a long period of time despite growing complexities in
the industry and global economies. Your Company has continued to strive
towards better performance and continuously looking for new avenues for
future growth of the Company.
We glad to inform you that the company has added its customer such as
Dabur, S C Jhoson, Patanjali and many more. This will substantially
improve the growth the top as well as bottom line. Further it has
modernised its plant by adding new equipment, renovating old equipment.
Keeping in view the aggressive growth strategy of the Company and the
growing needs for funds, the Board of Directors of your Company have
decided to plough back the profit and thus, not recommended any
dividend for the financial year under review.
3. FUTURE OUTLOOK
The use of the PET in India is continuously increasing in the packaging
market and most of the segments are growing steadily. It is estimated
that the PET market will double by itself within the next 3 to 4 years.
Accordingly your company can reasonably be sure that it will be able to
maintain its operational performance at current levels and at the same
time the Company''s focus is aimed towards, increase in production and
maintain the market share, will continue. Further the company has a lot
of potential to develop and manufacture international standard quality
of PET Jars. To achieve greater operational efficiency, saving in cost
and to exploit the inherent strength of the existing infrastructure,
various measures have been introduced.
4. INSURANCE
All the Properties of the Company including its buildings Plant &
Machinery and stocks are adequately insured.
5. BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company Mr. Arun Ramgopal Mehra,
Director who will be retiring by rotation, being eligible offers
himself for re-appointment.
The Brief resume of the Director seeking re-appointment at this Annual
Genearal Meeting alongwith his expertise and other details as
stipulated under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges are given in the Annexure to the Notice Convening
the 27th Annual General Meeting.
None of the Directors of the Company is disqualified as per provisions
of Section 164 of the Companies Act, 2013. The Directors have made
necessary disclosures as required under various provisions of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
6. CORPORATE GOVERNANCE REPORT
Your Directors reaffirms their continued commitment to good Corporate
Governance practices. Your Company adheres to all major stipulations
laid down in this regard, as provided in Clause 49 of the Listing
Agreement entered into with the Stock Exchanges which relates to
Corporate Governance. Report on Corporate Governance along with the
Certificate from the Practicing Company Secretary M/s Suresh Kumar &
Associates certifying the due compliance with the said requirements,
forms the part of this report.
7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
THE COMPANIES ACT, 1956.
On the basis of the compliance certificate received from the concerned
executive of the Company, subject to the disclosures in the Accounts
and also on the basis of the discussions with the Statutory Auditors of
the Company from time to time, your directors hereby confirm:
i) that in the preparation of accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and
iii) 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. that the directors had taken
proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and
other irregularities;
iv) That the directors had prepared the accounts on a going concern
basis.
8. FIXED DEPOSITS
During the period under review the Company has not accepted / renewed
any Fixed Deposits.
9. LISTING ON STOCK EXCHANGE
The Companies Share continues to be listed on Bombay Stock Exchange and
the Annual Listing Fees has been paid uptill 2014-15. Your Company
initiated necessary action to delist its equity shares from the
Ludhiana, Delhi, Jaipur and Kolkata Stock Exchanges pursuant to the
Special Resolution passed at the Annual General Meeting held on
30.09.2004 and the same is still under consideration by them.
10. INTERNAL CONTROL SYSTEMS
The Company has an effective system of accounting and administrative
controls which ensure that all assets of the company are safe guarded
and protected against loss from unauthorized use or disposition. The
Company has a well defined organizational structure with clear
functional authority limits for the approval of all the transactions.
The company has a strong reporting system, which evaluates and
forewarns the management on issues related to compliance. The
performance is regularly reviewed by the Board of Directors and the
Audit Committee to ensure that it is in keeping with the overall
corporate policy and in line with the Companies objectives.
11. AUDITORS
The auditor, BGJC & Associates, Chartered Accountants, retire at the
ensuring AGM and have confirmed their eligibility and willingness to
accept office, if re-appointed.
12. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.
During the year under review, no employee whether employed for the
whole year or part of the year, was drawing remuneration exceeding the
limits as laid down under section 217(2A) of the Companies Act, 1956.
Therefore, the information as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
13. CEO/CFO CERTIFICATE
As required by the Clause 49 of the Listing Agreement, the CEO/CFO
certificate on the accounts is attached and forms part of the Annual
Report.
14. CASH FLOW STATEMENT
Cash Flow Statement in accordance with Accounting Standard (AS-3)
issued by the Ministry of Corporate Affairs also forms the part of this
report.
15. PERSONNEL
The industrial relations scenario continued to be stable during the
year under review. The Company has been taking various initiatives for
the HR development and this continue in this ensuing year as well.
16. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS Rs. Nil (P.Y. Rs. Nil) AND OUT-GO. Rs. Nil/-
(P.Y. Rs. Nil)
The information pertaining to the captioned areas are briefed in the
ANNEXURE to this report.
17. DECLARATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT
This is to confirm that all the members of the Board of Directors of
the Company and Senior Management Personnel have affirmed their
compliances with the Code of Conduct laid down by the Board of
Directors of the Company as on 31st March, 2014.
This CERTIFICATE IS BEING GIVEN IN Compliance with the Requirement s of
Clause 49(1)(D) of the Listing Agreement entered into with the Stock
Exchanges.
18. APPRECIATION
The Board wishes to express their sincere gratitude for the continued
co-operation, encouragement and support extended by the shareholders,
financial institutions and bankers of the company. The Board also
wishes to express their deep appreciation of the dedicated services of
the officers, staff and workers of the company.
For & on behalf of the Board of Directors
Jauss Polymers Limited
Sd/-
Place : New Delhi Upendra Datt Tripathi
Date : 05.09.2014 (Managing Director)
Jun 30, 2013
TO THE MEMBERs of JAUSS POLYMERS LIMITED,
The Directors'' are delighted to present 26th Annual Report on the
business & operations of the Company together with the Audited
Financial Statements & Accounts for the year ended 30th June, 2013.
( Amount in Rs. )
Particulars 2012-13 2011-12
Net Sales & Other Income 10,94,52,749 4,15,38,354
Profit before Interest,
Depreciation & Tax 1,07,29,284 56,86,635
Financial Charges 30,23,920 5,25,710
Depreciation & Amortization 72,67,520 57,42,374
Profit before Tax 4,37,844 (5,81,449)
Exceptional Income 15,55,7,706 23,09,827
Tax Expenses 58,53,890 NIL
Net Profit after Tax 1,01,41,660 17,28,378
Earning per equity share 2.19 0.43
2. PERFORMANCE & OPERATION
During the year ended on 30th June, 2013 the net revenue of the Company
is Rs. 1094.53 Lacs as against Rs. 415.38 Lacs in the previous year which
depicts a growth of 163%. However, the profit has not increased
substantially as the company has invested heavily on repairs &
maintenance of old machineries and incurred substantial expenditure on
business promotion which will yield the results in the year to come.
Keeping in view the aggressive growth strategy of the Company and the
growing needs for funds, the Board of Directors of your Company have
decided to plough back the profit and thus, not recommended any
dividend for the financial year under review.
3. FUTURE OUTLOOK:
The use of the PET in India is continuously increasing in the packaging
market and most of the segments are growing steadily. It is estimated
that the PET market will double by itself within the next 4 to 5 years.
Moreover, we have entered into strategic tie-ups and consequently we
have been able to develop various high profile customers such as Dabur
India Ltd, Patanjali Ayurvedic, S.C Johnson in addition to our existing
business with Wrigleys. The company expects the turnover to be around Rs.
15 cr this year and with a bottom line of around Rs. 1.5 cr. Hence your
company is in the process of complete turnaround to a vibrant, and
financially healthy company which will be a name to be reckoned with in
the PET industry.
4. INSURANCE
All the Properties of the Company including its buildings Plant &
Machinery and stocks are adequately insured.
5. BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Mr. Kamal Singh Mehra, Director
who will be retiring by rotation, being eligible offers himself for re-
appointment.
The Brief resume of the Director seeking re-appointment at this Annual
Genearal Meeting along with his expertise and other details as
stipulated under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges are given in the Annexure to the Notice Convening
the 26th Annual General Meeting.
None of the Directors of the Company is disqualified as per provisions
of Section 274(1)(g) of the Companies Act, 1956. The Directors have
made necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
6. CORPORATE GOVERNANCE REPORT
Your Directors reaffirms their continued commitment to good Corporate
Governance practices. Your Company adheres to all major stipulations
laid down in this regard, as provided in Clause 49 of the Listing
Agreement entered into with the Stock Exchanges which relates to
Corporate Governance. Report on Corporate Governance along with the
Certificate from the Practicing Company Secretary M/s Suresh Kumar &
Associates. certifying the due compliance with the said requirements,
forms the part of this report.
7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
THE COMPANIES ACT, 1956.
On the basis of the compliance certificate received from the concerned
executive of the Company, subject to the disclosures in the Annual
Accounts and also on the basis of the discussions with the Statutory
Auditors of the Company from time to time Your directors hereby
confirm:
i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and
iii) 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. that the directors had taken
proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and
other irregularities;
iv) That the directors had prepared the annual accounts on a going
concern basis.
8. FIXED DEPOSITS
During the period under review the Company has not accepted / renewed
any Fixed Deposits within the meaning of Section 58A of the Companies
Act,1956.
9. LISTING ON STOCK EXCHANGE
The Companies Share continues to be listed on Mumbai Stock Exchange and
the Annual Listing Fees has been paid up till 2013-14. Your Company
initiated necessary action to delist its equity shares from the
Ludhiana, Delhi, Jaipur and Kolkata Stock Exchanges pursuant to the
Special Resolution passed at the Annual General Meeting held on
30.09.2004 and the same is still under consideration by them.
10. INTERNAL CONTROL SYSTEMS
The Company has an effective system of accounting and administrative
controls which ensure that all assets of the company are safe guarded
and protected against loss from unauthorized use or disposition. The
Company has a well defined organizational structure with clear
functional authority limits for the approval of all the transactions.
The company has a strong reporting system, which evaluates and
forewarns the management on issues related to compliance. The
performance is regularly reviewed by the Board of Directors and the
Audit Committee to ensure that it is in keeping with the overall
corporate policy and in line with the Companies objectives.
11. DIRECTORS'' COMMENT ON AUDITOR QUALIFICATIONS.
1. The company has written off a sum of Rs. 3.6 cr given as an advance
to a party for acquisition of land & construction of building. However,
the contractor has defaulted according to the terms of contract by not
meeting its commitment and the very amount seem to be unrecoverable
being unsecured. Hence as a conservative measure the amount was written
off. Nevertheless, we are taking all possible measures to recover the
amount and we are pleased to inform you that due to effective measures
taken , the company has been able to recover a sum of Rs. 1 cr from them
which is a post balance sheet event. Further sustained efforts are
being made to recover the balance also.
2. The company on the basis of technical evaluation, has amended its
method of depreciation and changed from Straight Line Method to a
faster Written Down Value Method right from the inception.
Consequently, the fixed assets are now presented at its realistic and
more conservative value so that accurate position of the company is
presented to all stake holders.
3. The balances with all the parties have been reconciled since and
there is no major difference with any party.
12. AUDITORS
In compliance with the provision of mandatory rotation of statutory
auditor under Companies Act, 2013, M/s BGJC & Co., Chartered
Accountants, has been appointed as the Auditors of the Company in place
of M/s V.K. Dhingra & Co. To hold office of Auditors until conclusion
of the next Annual General Meeting of the Company. The necessary
certificate as required has been received from the above named
auditors.
13. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.
During the year under review, no employee whether employed for the
whole year or part of the year, was drawing remuneration exceeding the
limits as laid down under section 217(2A) of the Companies Act, 1956.
Therefore, the information as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
15. CASH FLOW STATEMENT
Cash Flow Statement in accordance with Accounting Standard (AS-3)
issued by the Ministry of Corporate Affairs also forms the part of this
report.
16. PERSONNEL
The industrial relations scenario continued to be stable during the
year under review. The Company has been taking various initiatives for
the HR development and this continues in this ensuing year as well.
17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS.
NIL
18. DECLARATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT
This is to confirm that all the members of the Board of Directors of
the Company and Senior Management Personnel have affirmed their
compliances with the Code of Conduct laid down by the Board of
Directors of the Company as on 30th June, 2013.
This Certificate is Being Given in Compliance with the Requirements of
Clause 49(1)(D) of the Listing Agreement entered into with the Stock
Exchanges.
19. APPRECIATION
The Board wishes to express their sincere gratitude for the continued
co-operation, encouragement and support extended by the shareholders,
financial institutions and bankers of the company. The Board also
wishes to express their deep appreciation of the dedicated services of
the officers, staff and workers of the company.
For & on behalf of the Board of Directors
Jauss Polymers Limited
Sd/-
Place : New Delhi Upendra Datt Tripathi
Date : 29.11.2013 (Managing Director)
Jun 30, 2011
TO THE MEMBERs of JAUSS POLYMERS LIMITED.
The directors hereby present the 23RD Annual Report together with the
Audited Accounts of the company for the Period of Fifteen Months ended
on 30.06.11.
1. FINANCIAL PERFORMANCE
(Rs. in Lacs)
PARTICULARS 30.06.2011 31.03.2010
(CURRENT
YEAR) (PREV
YEAR)
15 MONTHS 12 MONTHS
INCOME
Sales & Job Work (Net) 757.69 476.77
Other Income 2.71 0.87
Increase/(Decrease) in Stock (0.31) -4.67
Total Income 760.09 472.97
EXPENDITURE
Material Cost 84.85 2.24
Manufacturing Expenses 320.54 205.25
Payment & Benefits to Employee 170.09 86.14
Administrative, Selling & Other Expense 39.18 83.84
Total 614.66 377.47
Profit Before Depreciation & Interest 145.43 95.50
Less: Depreciation (79.21) (67.21)
Less: Interest & Financial Charges (5.72) (3.84)
Earning before Tax & Extraord. Adj. 60.50 (24.45)
Extraordinary items / Prior Period adj. 174.45 20.45
Earning before Tax 234.95 44.90
Less: Provision for F.B.T. (0.88)
E.A.T. 234.95 44.02
2. OPERATIONS:
As it appears from the figures given above that your Company maintained
the trend of higher production and sales and the capacity utilization
were maintained close to the maximum level. The total turnover for the
period ended ended on 30.06.2011 was Rs. 757.69 Lacs as compared to Rs.
476.77 (12 months period) and the net profit before depreciation &
Financial Charges was Rs. 145.43 Lacs as compared to Rs. 95.50 Lacs for
the previous year (12 Months period). Also With regard to Sales and the
customers satisfaction, your company continues to enjoy support from
the customers due to the excellent quality of its products from the
Unit situated at Baddi . The Company's thrust is to increase the
domestic market share and to explore the profitable export
possibilities.
3. FUTURE OUTLOOK:
The use of the PET in India is continuously increasing in the packaging
market and most of the segments are growing steadily. It is estimated
that the PET market will double by itself within the next 4 to 5 years.
Accordingly your company can reasonably be sure that it will be able to
maintain its operational performance at current levels and at the same
time the Company's focus is aimed towards, increase in production and
maintain the market share, will continue. Further the company has a lot
of potential to develop and manufacture international standard quality
of PET Jars. To achieve greater operational efficiency , saving in cost
and to exploit the inherent strength of the existing infrastructure,
various measures have been introduced.
4. INSURANCE
All the Properties of the Company including its buildings Plant &
Machinery and stocks are adequately insured
5. BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles Of Association of the Company Mr. Debasshish Bhatacharya,
Director who will be retiring by rotation, being eligible offers
himself for re- appointment.
Further during the year under review Mr. Manaoj Pandey , Director
tendered his resignation from the Directorship of the Company. The
Board placed on record its appreciation for the services rendered by
Mr. Pandey during his tenure as Director. The Brief resume of the
Director seeking re-appointment at this Annual Genearal Meeting
alongwith his expertise and other details as stipulated under Clause 49
of the Listing Agreement entered into with the Stock Exchanges are
given in the Annexure to the Notice Convening the 23rd Annual General
Meeting .
6. CORPORATE GOVERNANCE REPORT
Your Directors reaffirms their continued commitment to good Corporate
Governance practices . Your Company adheres to all major stipulations
laid down in this regard , as provided in Clause 49 of the Listing
Agreement entered into with the Stock Exchanges which relates to
Corporate Governance. Report on Corporate Governance along with the
Certificate from the Practicing Company Secretary M/s Lekhraj Bjaj &
Co. certifying the due compliance with the said requirements, forms the
part of this report.
7. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
THE COMPANIES ACT, 1956.
On the basis of the compliance certificate received from the concerned
executive of the Company , subject to the disclosures in the Annual
Accounts and also on the basis of the discussions with the Statutory
Auditors of the Company from time to time Your directors hereby
confirm:
i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and
iii) 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. that the directors had taken
proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and
other irregularities;
iv) That the directors had prepared the annual accounts on a going
concern basis.
8. FIXED DEPOSITS:
During the period under review the Company has not accepted / renewed .
any Fixed Deposits within the meaning of Section 58A of the Companies
Act,1956.
9. LISTING ON STOCK EXCHANGE
The Companies Share continues to be listed on Mumbai Stock Exchange and
the Annual Listing Fees has been paid uptill 2011-12. Your Company
initiated necessary action to delist its equity shares from the
Ludhiana, Delhi, Jaipur and Kolkatta Stock Exchanges pursuant to the
Special Resolution passed at the Annual General Meeting held on
30.09.2004 and the same is still under consideration by them.
10. INTERNAL CONTROL SYSTEMS
The Company has an effective system of accounting and administrative
controls which ensure that all assets of the company are safe guarded
and protected against loss from unauthorized use or disposition. The
Company has a well defined organizational structure with clear
functional authority limits for the approval of all the transactions.
The company has a strong reporting system, which evaluates and
forewarns the management on issues related to compliance. The
performance is regularly reviewed by the Board of Directors and the
Audit Committee to ensure that it is in keeping with the overall
corporate policy and in line with the Companies objectives.
11. AUDITORS
M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the
Company hold office until the conclusion of ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
necessary certificate as required u/s 224 (2B) of the Companies Act,
1956 has been received from the above named auditors.
12. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.
During the year under review, no employee whether employed for the
whole year or part of the year, was drawing remuneration exceeding the
limits as laid down under section 217(2A) of the Companies Act, 1956.
Therefore, the information as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
13. CEO/CFO Certificate
As required by the Clause 49 of the Listing Agreement ,the CEO/CFO
certificate on the accounts is attached and forms part of the Annual
Reoprt.
14. CASH FLOW STATEMENT
Cash Flow Statement in accordance with Accounting Standard (AS-3)
issued by the Ministry of Corporate Affairs also forms the part of this
report.
15. PERSONNEL
The industrial relations scenario continued to be stable during the
year under review . The Company has been taking various initiatives for
the HR development and this continue in this ensuing year as well.
16. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS Rs. Nil (P.Y. Rs. Nil) AND OUT-GO. Rs.
65,323/- (P.Y. Rs. Nil)
The information pertaining to the captioned areas are briefed in the
ANNEXURE to this report.
17. APPRECIATION
Your Directors wish to place on record their appreciation for the
valued Co-operation and assistance extended by various Government
Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff
and other workers of the Company. The Board also takes this opportunity
to express its deep gratitude for the continuous support received from
the shareholders of the Company.
18. DECLARATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT
This is to confirm that all the members of the Board of Directors of
the Company and Senior Management Personnel have affirmed their
COMPLIANCES WITH TH Code of Conduct laid down by the Board of Directors
of the Company as on 30th June, 2011.
This CERTIFICATE IS BEING GIVEN IN Compliance with the Requirement s of
Clause 49(1)(D) of the Listing Agreement entered into with the Stock
Exchanges.
For and on behalf of the Board
Place : New Delhi (Dildeep Singh Sethi)
Date : 18.11.2011 Managing Director
Mar 31, 2010
The directors hereby present the 22ND Annual Report together with the
Audited Accounts of the company for the Financial year ended on
31.03.10.
1. FINANCIAL PERFORMANCE
(Rs. in Lacs)
PARTICULARS 31.03.2010 31.03.2009
(CURRENT YEAR) (PREVYEAR)
INCOME
Sales & Job Work (Net) 474.34 476.77
Other Income 7.69 0.87
Increase/(Decrease) in Stock -- (4.67)
Total Income 487.03 472.97
EXPENDITURE
Material Cost -- 2.24
Manufacturing Expenses 204.98 205.25
Payment & Benefits to Employee 101.44 86.14
Administrative, Selling & Other Expenses 26.74 83.84
Total 333.16 377.47
Profit Before Depreciation & Interest 148.87 95.50
Less: Depreciation (70.22) (67.21)
Less: Interest & Financial Charges (7.37) (3.84)
Earning before Tax & Extraord. Adj. 71.28 (24.45)
Extraordinary items/Prior Period adj. 171.14 20.45
Earning before Tax 242.42 44.90
Less: Provision for F.B.T. -- (0.88)
E.A.T. 242.42 44.02
As It is quite evident from the figures shown above that JPL (Jauss
Polymers Ltd) is making a turn around. The Profit before Interest &
Depreciation increased by nearly 55% to Rs. 148.87 Lacs from Rs. 95.50
Lacs. The Management is quite hopeful of continuing this trend in the
current Financial Year also.
2. FUTURE OUTLOOK:
The use of the PET in India is continuously increasing in the packaging
market and most of the segments are growing steadily. It is estimated
that the PET market will double by itself within the next 4 to 5 years
Accordingly your company can reasonably be sure that it will be able to
maintain its operational performance at current levels and at the same
time the Companys focus is aimed towards, increase in production and
maintain the market share, will continue. Further the company has a lot
of potential to develop and manufacture international standard quality
of PET Jars. To achieve greater operational efficiency, saving in cost
and to exploit the inherent strength of the existing infrastructure,
various measures have been introduced
3. INSURANCE
All the Properties of the Company including its buildings Plant &
Machinery and stocks are adequately insured.
4. BOARD OF DIRECTORS
in accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the æ- Company Mr. Debashish Bhatacharya,
Director who will be retiring by rotation, being eligible offers
himself for re- appointment.
Brief resume of the Director seeking re-appointment at this Annual
General Meeting, Nature of his expertise and other details as
stipulated under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges are given in the Annexure to the Notice Convening
the 21sth Annual General Meeting.
5. CORPORATE GOVERNANCE REPORT
Your Directors reaffirms their continued commitmentto good Corporate
Governance practices. Your Company adheres to all major stipulations
laid down in this regard, as provided in Clause 49 of the Listing
Agreement entered into with the Stock Exchanges which relates to
Corporate Governance. Report on Corporate Governance along with the
Certificate from the Practicing Company Secretary M/s Lekhraj Bjaj &
Co. certifying the due compliance with the said requirements, forms the
part of this report.
6. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
THE COMPANIES ACT, 1956.
On the basis of the compliance certificate received from the concerned
executive of the Company, subject to the disclosures in the Annual
Accounts and also on the basis of the discussions with the Statutory
Auditors of the Company from time to time Your directors hereby
confirm:
i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and
iii) 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, that the directors had taken
proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and
other irregularities;
iv) That the directors had prepared the annual accounts on a going
concern basis.
7. FIXED DEPOSITS:
During the period under review the Company has not accepted/renewed any
Fixed Deposits within the meaning of Section 58A of the Companies Act,
1956.
8. LISTING ON STOCK EXCHANGE
The Companies Share continues to be listed on Mumbai Stock Exchange and
the Annual Listing Fees has been paid uptill 2010-11. Your Company
initiated necessary action to delist its equity shares from the
Ludhiana, Delhi, Jaipur and Kolkatta Stock Exchanges pursuant to the
Special Resolution passed at the Annual General Meeting held on
30.09.2004 and the same is still under consideration by them.
9. INTERNAL CONTROL SYSTEMS
The Company has an effective system of accounting and administrative
controls which ensure that all assets of the company are safe guarded
and protected against loss from unauthorized use or disposition. The
Company has a well defined organizational structure with clear
functional authority limits for the approval of all the transactions.
The company has a strong reporting system, which evaluates and
forewarns the management on issues related to compliance. The
performance is regularly reviewed by the Board of Directors and the
Audit Committee to ensure that it is in keeping with the overall
corporate policy and in line with the Companies objectives.
10. AUDITORS
M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the
Company hold office until the conclusion of ensuing Annual General
Meeting and being eligible offer themselves for re-appolntment. The
necessary certificate as required u/s 224 (2B) of the Companies Act,
1956 has been received from the above named auditors.
11. OTS WITH PFC
Your Directors have pleasure to inform you that your company has
successfully completed the One Time Settlement with PFC.
12. AUDITORSREPORT AND NOTES ON ACCOUNTS
Comments on the AuditorsObservations:
a. Reply to point no. 3 f fl) of the Auditors Report
The company has written to the parties for confirmation of all debit
and credit balances to ensure that all the confirmations be received on
time. Further the Company is into litigation with some of its unsecured
creditors and the matter is pending in the courts due to which the
balance confirmation is not available from them.
b. Reply to point no. 3 f (ii) of the Auditors Report
With regard to the non provisioning of the overdue interest, liquidated
damages, penalty, the Board submit that the Company has settled all the
dues of the Financial institutions under an OTS settlement without
paying any of the above mentioned dues and in the case of the remaining
Financial Institution (PFC&PSIDC) the Company is quite hopeful to make
an OTS with them on the same terms.
c. Reply to point no. 3 f nil) of the Auditors Report
The Company is continuously taking several measures for its revival
including settlement of the dues to the secured creditors on OTS basis
and continues to carry on its operations in the normal course . Further
the accounts have been prepared to comply with all material aspects
with applicable accounting principles, the accounting standards issued
by the Institute of Chartered Accountant of India and the relevant
provisions of the Companies Act, 1956. Though the company is a sick
industrial company as per the ( Sick Industrial (Special Provisions
Act., 1985). The accounts have been prepared on the concept that the
company will continue as a going concern.
13. PARTICULARS OP EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.
During the year under review, no employee whether employed for the
whole year or part of the year, was drawing remuneration exceeding the
limits as laid down under section 217(2A) of the Companies Act, 1956.
Therefore, the information as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not required to be given.
14. CEO/CFO Certificate
As required by the Clause 49 of the Listing Agreement ,the CEO/CFO
certificate on the accounts is attached and forms part of the Annual
Reoprt.
15. CASH FLOW STATEMENT
Cash Flow Statement in accordance with Accounting Standard (AS-3)
issued by the Ministry of Corporate Affairs also forms the part of this
report.
16. PERSONNEL
The industrial relations scenario continued to be stable during the
year under review. The Company has been taking various initiatives for
the HR development and this continue in this ensuing year as well.
17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUT-GO Rs. 111391/- (P.Y. Rl.35936)
The information pertaining to the captioned areas are briefed in the
ANNEXURE to this report.
16. APPRECIATION
Your Directors wish to place on record their appreciation for the
valued Co-operation and assistance extended by various Government
Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff
and other workers of the Company. The Board also takes this opportunity
to express its deep gratitude for the continuous support received from
the shareholders of the Company.
17. DECLARATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT
This is to confirm that all the members of the Board of Directors of
the Company and Senior Management Personnel have affirmed their
COMPLIANCES WITH TH Code of Conduct laid down by the Board of Directors
of the Company as on 31st March,2009.
This CERTIFICATE IS BEING GIVEN IN Compliance with the Requirements of
Clause 49(1)(D) of the Listing Agreement entered into with the Stock
Exchanges.
For and on behalf of the Board
Place : New Delhi (Dildeep Singh Sethi)
Date : 03/09/2010 Managing Director
Mar 31, 2009
The directors hereby present the 21st Annual Report together with the
Audited Accounts of the company for the year ended on 31.03.09.
1. FINANCIAL PERFORMANCE
PARTICULARS (CURRENT YEAR) (PREV YEAR)
Ended 31.03.2008 Ended 30.06.2007
(Rs. in Lacs) (Rs. in Lacs)
Sales 340.78 456.87
Other Income 5.22 8.52
Total 346.00 465.39
Profit before Financial
Charges & Depreciation 46.19 128.16
Financial Charges (11.49) (23.24)
Depreciation (49.11) (62.53)
Extra ordinary / Prior
Period Adjustments 60.62 417.79
Profit / (Loss) before Tax 46.21 460.18
Provision for F.B.T. (.68) (1.49)
Profit / (Loss) for the year 45.53 458.69
Profit / (Loss) Brought Forward (1500.96) (1959.65)
Net Profit / (Loss) carried
to Balance Sheet (1455.43) (1500.96)
2. FUTURE OUTLOOK:
The use of the PET in India is continuously increasing in the packaging
market and most of the segments are growing steadily. It is estimated
that the PET market will double by itself within the next 4 to 5 years.
Accordingly your company can reasonably be sure that it will be able to
maintain its operational performance at current levels and at the same
time the Companys focus is aimed towards, increase in production and
maintain the market share, will continue. Further the company has a lot
of potential to develop and manufacture international standard quality
of PET Jars. To achieve greater operational efficiency , saving in cost
and to exploit the inherent strength of the existing infrastructure ,
various measures have been introduced
3. INSURANCE
All the Properties of the Company including its buildings Plant &
Machinery and stocks are adequately insured
4. BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles Of Association of the Company Mr. Manoj Pandey, Director who
will be retiring by rotation, being eligible offers himself for re-
appointment.
Brief resume of the Director seeking re-appointment at this Annual
General Meeting, Nature of his expertise and other details as
stipulated under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges are given in the Annexure to the Notice Convening
the 21st Annual General Meeting .
5. CORPORATE GOVERNANCE REPORT
Your Directors reaffirms their continued commitment to good Corporate
Governance practices . Your Company adheres to all major stipulations
laid down in this regard , as provided in Clause 49 of the Listing
Agreement entered into with the Stock Exchanges which relates to
Corporate Governance. Report on Corporate Gover- nance along with the
Certificate from the Practicing Company Secretary M/s Lekhraj Bjaj &
Co. certifying the due compliance with the said requirements, forms the
part of this report.
6. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
THE COMPANIES ACT, 1956.
On the basis of the compliance certificate received from the concerned
executive of the Company , subject to the disclosures in the Annual
Accounts and also on the basis of the discussions with the Statutory
Auditors of the Company from time to time Your directors hereby
confirm:
i) that in the preparation of annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and
iii) 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, that the directors had taken
proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the company and for preventing and detecting fraud and
other irregularities;
iv) That the directors had prepared the annual accounts on a going
concern basis.
7. FIXED DEPOSITS:
During the period under review the Company has not accepted / renewed .
any Fixed Deposits within the meaning of Section 58A of the Companies
Act,1956.
8. LISTING ON STOCK EXCHANGE
The Companies Share continues to be listed on Mumbai Stock Exchange and
the Annual Listing Fees has been paid uptill 2009-10. Your Company
initiated necessary action to delist its equity shares from the
Ludhiana, Delhi, Jaipur and Kolkatta Stock Exchanges pursuant to the
Resolution passed at the Annual General Meeting held on 30.09.2004 and
the same is still under consideration by them.
9. INTERNAL CONTROL SYSTEMS
The Company has an effective system of accounting and administrative
controls which ensure that all assets of the company are safe guarded
and protected against loss from unauthorized use or disposition . The
Company has a well defined organizational structure with clear
functional authority limits for the approval of all the trans- actions.
The company has a strong reporting system, which evaluates and
forewarns the management on issues related to compliance. The
performance is regularly reviewed by the Board of Directors and the
Audit Committee to ensure that it is in keeping with the overall
corporate policy and in line with the Companies objectives.
10. AUDITORS
M/s V.K. Dhingra & Co., Chartered Accountants, the Auditors of the
Company hold office until the conclusion of ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
necessary certifi- cate as required u/s 224 (2B) of the Companies Act,
1956 has been received from the above named auditors.
11. OTS WITH PSIDC
Your Directors have pleasure to inform you that your company has
successfully completed the One Time Settlement with PSIDC and after
that only PFC is left as the only secured creditor and the management
is quite hopeful of completing the OTS with PFC also.
12. AUDITORS REPORT AND NOTES ON ACCOUNTS Comments on the Auditors
Observations:
a. Reply to point no. 3 f (i) of the Auditors Report
The company has written to the parties for confirmation of all debit
and credit balances to ensure that all the confirmations be received on
time. Further the Company is into litigation with some of its unsecured
creditors and the matter is pending in the court due to which the
balance confirmation has not been taken from them.
b. Reply to point no. 3 f (ii) of the Auditors Report
In view of the continuous losses incurred by the company the lenders
have been requested to waive the interest payable to them and the
company is hopeful of getting the interest fully waived on outstanding
ICDs (Inter Corporate Deposits). Therefore, no provision of interest
have been made in the account.
c. Reply to point no. 3 f (iii) of the Auditors Report
With regard to the non provisioning of the overdue interest, liquidated
damages, penalty, the Board submit that the Company has settled all the
dues of the Financial institutions under an OTS settlement without
paying any of the above mentioned dues and in the case of the remaining
Financial Institution ( PFC&PSIDC) the Com- pany is quite hopeful to
make an OTS with them on the same terms.
d. Reply to point no. 3 f (iv) of the Auditors Report
The Company is continuously taking several measures for its revival
.including settlement of the dues to the
secured creditors on OTS basis and continues to carry on its operations
in the normal course . Further the accounts have been prepared to
comply with all material aspects with applicable accounting principles,
the accounting standards issued by the Institute of Chartered
Accountant of India and the relevant provisions of the Companies Act,
1956. Though the company is a sick industrial company as per the ( Sick
Industrial (Special Provisions Act., 1985). The accounts have been
prepared on the concept that the company will continue as a going
concern.
13. PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956.
During the year under review, no employee whether employed for the
whole year or part of the year, was drawing remuneration exceeding the
limits as laid down under section 217(2A) of the Companies Act, 1956.
Therefore, the information as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Par- ticulars of
Employees) Rules, 1975 is not required to be given.
14. CEO/CFO CERTIFICATE
As required by the Clause 49 of the Listing Agreement, the CEO/CFO
certificate on the accounts is attached and forms part of the Annual
Report
15. CASH FLOW STATEMENT
Cash Flow Statement in accordance with Accounting Standard (As-3)
issued by the ministry of Corporate Affairs also from the part of this
report.
16. PERSONNEL
The industrial relations scenario continued to be stable during the
year under review . The Company has been taking various initiatives for
the HR development and this continue in this ensuing year as well.
17. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUT-GO.
The information pertaining to the captioned areas are briefed in the
ANNEXURE to this report
18. APPRECIATION
Your Directors wish to place on record their appreciation for the
valued Co-operation and assistance extended by various Government
Agencies, Bankers of the Company, IDBI, loyal & dynamic executive staff
and other workers of the Company. The Board also takes this opportunity
to express its deep gratitude for the continuous support received from
the shareholders of the Company.
19. DECLARATION REGARDING COMPLIANCE BY THE BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT
This is to confirm that all the members of the Board of Directors of
the Company and Senior Management Personnel have affirmed their
COMPLIANCES WITH TH Code of Conduct laid down by the Board of Direc-
tors of the Company as on 31st March 2009.
This CERTIFICATE IS BEING GIVEN IN Compliance with the Requirement s of
Clause 49(1)(D) of the Listing Agreement entered into with the Stock
Exchanges.
For & on Behalf of the Board
Place: New Delhi (DILDEEP SINGH SETHI)
Date:2nd September, 2009 Managing Director
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