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, 2012
The Directors submit the Annual Report of the Company together with the
Audited Financials Statement of accounts for the Financial Year ended
31.03.2012.Financial Results: (Rs. in Lakhs)
Financial Results: (Rs. in Lakhs)
PARTICULARS 2011-12 2010-11
SALES AND OTHER INCOME 8334 9712
PROFIT BEFORE INTEREST, DEPRECIATION
& TAXES 688 584
INTEREST 398 303
DEPRECIATION 193 188
PROFIT BEFORE TAX 97 93
TAX 29 29
PROFIT AFTER TAX 68 64
PROFIT OF EARLIER YEARS 430 366
PROFIT AVAILABLE FOR APPROPRIATION 498 430
BUSINESS PERFORMANCE
The consolidated revenue of Jumbo Bag Limited stands at Rs. 83.34
Crores for the financial year ended 31st March 2012 as compared to the
revenue of Rs. 97.12 Crores for previous year resulting in reduction by
14%. The Profit Before Tax (PBT) was Rs. 96.98 Lakhs for the current
year registering an increase of 3.56% from the previous year. The
Profit After Tax (PAT) was Rs. 68.15 Lakhs for the current year as
against Rs. 64.38 for the previous year.
DIVIDEND:
Considering the low profitability of the company during the year, the
Board is not recommending any dividend for the year 2011-12.
EQUITY SHARE CAPITAL:
During the financial year 2011-12, the company had allotted 4 lakh
Equity Shares of Rs. 10 each (at a premium of Rs. 16.00 per share)
through preferential allotment to M/s. Balaji Trading Enterprises
Private Limited, a promoter group company, which was approved by the
Shareholder in the Annual General Meeting, held on August 02, 2011.
FIXED DEPOSITS:
The total amount of Fixed Deposits from the Public and Shareholders of
the Company as at 31st March 2012 was Rs. 63,10,000/-. 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. M. Rama Rao and Sri. M.V. Ananthakrishna Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Sri. G. Sudhakar has resigned from the Vice Chairmanship and
directorship of the company W.E.F 22.03.2012. The Board of Directors
places on records their appreciation for the valuable services rendered
by Sri. G. Sudhakar during his term as the chief mentor and Vice
Chairman of the Company.
DIRECTORSÃ RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
hereby state:
i. That in the preparation of the annual accounts, the applicable
accounting standards have 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 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.
iii. That the directors have 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 for preventing and detecting fraud and other
irregularities;
iv. That the directors prepared the annual accounts for the financial
year on a Ãgoing concernà basis.
STATUTORY AUDITORS:
The Board of Directors recommends the reappointment 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(1)(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 welfare of the
community by conducting medical camps and eye camps and providing free
cataract operations and distributing free spectacles in and around the
villages in vicinity of the factory; supporting vocational training
centers of Gorantla Ramalingaiah Vivekananda Vidhyalaya by providing
stationary and infrastructure support. Your company is also promoting
renewable energy by setting up micro bio gas plants to generate gas for
cooking through kitchen waste and other such degradable wastes.
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.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has taken green initiative and has
granted the Companies the option to send electronic copies of Annual
Report, Notices to the shareholders at their E-Mail IDÃs. The Company
has arranged to forward a soft copy to all the shareholders who have
furnished their E-mail IDÃs to their respective DPÃs. Shareholders
requiring hard copies of this annual report may write to the company
requesting for the same.
CAUTIONARY STATEMENT:
Management Discussion and Analysis forming part of this Report is in
compliance with Corporate Governance Standards incorporated in the
listing agreement with Stock Exchanges and such statements may be
Ãforward-lookingà within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make a difference to
the CompanyÃs operations include economic conditions affecting demand /
supply and price conditions in the domestic and overseas markets in
which the company operates, changes in the Government regulations, tax
laws and other statutes and other incidental factors.
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 for their continued support during the year.
Your Directors also wish to convey their thanks to the valued
employees, customers and dealers for their continued patronage during
the year.
For and on behalf of the Board
K.J.M. SHETTY
Chairman
Place : Chennai
Date : 07.08.2012
Mar 31, 2011
To the Shareholder's
The Directors are pleased to present before the share holders the 21st
Annual Report and Audited Financials for the year ended 31st March
2011.
Financial Health: (Rs in Lakhs)
PARTICULARS 2010-2011 2009-2010
Sales and other Income 10,401 6,897
profit before Interest,
Depreciation & Taxes 667 575
Interest 389 280
Depreciation 188 184
profit Before Tax 90 106
Current Tax 16 36
Deferred Tax 13 11
profit After Tax 61 59
Add/Less Prior Period adjustments 3 2
profit of earlier years 366 306
profit / (Loss) 431 366
Business performance
The consolidated revenue of Jumbo Bag Limited is Rs.104 Crores for the
financial year ended 31st March 2011 as compared to the revenue of Rs 69
crores for previous year. The consolidated Net profit for the fscal year
ended 31st March 2011 stood at Rs 64 lacs as against the previous
year's consolidated Net profit of Rs 61 lacs
Dividend:
Considering the low profitability of the company during the year gone
by, the Board is not recommending any dividend for the year 2010-11.
Management discussion and analysis:
Global Economy Outlook
World growth is projected at about 4.25 percent in 2011.
(Source: IMF)
There is underlying uncertainty in the global economy. US has still not
recovered from the recession and there are repeated problems about
crisis in some European countries. China is also undergoing a
metamorphosis of sorts with high infation and currency adjustment.
INDIAN ECONOMY:
The Indian economy, on the back of improved agricultural output, strong
private consumption, robust investment, and a pick-up in exports, has
rebounded strongly with a GDP growth of 8.6 per cent in 2010- 11.
However, infation has emerged as a major concern. While the GDP has
shown a slight increase during the year 2010-11 as compared to the year
2009-10, the over all expectations of attaining the double digit GDP
growth is still eluding India. The Ministry of Finance indicates that a
growth of 9% is expected during the year 2011-12. Taking into
consideration the continued tightening of monetary policy and further
escalation in global oil prices, it is expected that India will be able
to achieve a GDP growth rate of 8 to 8.5% during the financial year
2011-12. The Indian manufacturing industry had registered an overall
growth of only 7.8% during April-February 2010-11 as against 10% seen
during April-February 2009-10. The increase in infation from 8.31% in
February 2011 to 8.98% in March 2011, will affect the performance of
most companies. The high interest rate regime is a compromise for high
growth and not enough is being done to control infation through supply
side interventions. India needs to go towards a more balanced interest
rate regime aligned to sustain the pace of growth.
OVERALL INDUSTRY OUTLOOK AND FIBC MARKET OUTLOOK:
The $500 billion global packaging industry is multi-technology, multi
product and multi process industry. Your company is focused on the $5
Billion FIBC segment. The company has a market share of about 7% of
domestic demand (Source: Crisil). The FIBC industry is set to grow at
about 5% globally and 13-15% per annum domestically over the next fve
years basically on account of growing demand for FIBC in end-use
industry and growing acceptance of FIBC over other forms of packaging.
Demand from end-use industries to grow significantly
60% of the domestic FIBC demand is due to the petrochemical and mineral
industries. The petrochemical industry, which accounts for 40% of the
company's sales, is expected to be one of the fastest growing end-use
segments for FIBCs.
FIBC is being preferred to other forms of packaging
Packing materials made from textiles include wrapping fabric, polyolefn
woven sacks, hessian (commonly known as jute) bags and FIBCs.
Industries that predominantly use packaging textiles are increasingly
switching to FIBC as it offers benefits over the hessian bags, such as
lower cost, better protection of contents, ease in procurement of the
required polymer grades and more convenient handling. Further, FIBCs
are fnding newer applications such as UN bags (for hazardous goods) and
clean room bags (used for food products such as milk powder, starch,
spices and bulk drugs). These are a small but growing proportion of the
total domestic FIBC consumption.
REVIEW OF OPERATIONS:
Though your company's top line performance had increased by 51% from
Rs. 69 Crores to Rs. 104 Crores, it did not result in increase in the
bottom line due to high manufacturing cost and volatile raw material
prices. Although the order positions have never been a problem, the
major concern for the company remains shortage of labour and power.
Segment wise performance:
Manufacturing
The manufacturing industry in India has had a weak year and the
situation is the same with your company also. The major factors which
hampered the performance of the company are: fuctuating raw material &
fuel prices, lack of power, non availability of skilled and semi
skilled workers, and underutilization of capacity.
Trading
We had in the previous annual report reported that the company had been
appointed by Indian Oil Corporation Limited (IOCL) as one of its Del Ã
Credere Associate cum consignment stockist for Tamil Nadu, Pondicherry
and Kerala. IOCL had in the year 2009-10 started manufacturing polymer
raw materials such as polypropylene and polyethylene among others. The
delay in grade availability and unanticipated production shutdowns did
not allow volume growth to the anticipated extent. However your company
has earned a commission income of Rs. 15 lacs from trading activity.
The company is expecting to continuously enhance its volume as IOCL
scales up its capacity and makes more grades available on continuous
basis.
SWOT ANALYSIS:
STRENGTHS AND OPPORTUNITIES
The major strengths of the Company are that it has a diverse market
with customers in over 30 countries and the value added bags which are
made available as per the customer needs. The increasing demand for the
FIBC bags due to industries such as chemicals, fertilizers, food
products, grains, pharmaceuticals among others switching over to FIBC
bags gives your company the confdence of bouncing back in the coming
years. The company's exports have increased from Rs. 20 Crores to Rs.
33.5 Crores in the current year - an increase of around 60% compared to
the previous year. European and United States of America are the major
consumers of FIBC in the world. They were also major manufacturers in
the world, but due to high cost of man-power, European countries had
slowly moved towards Eastern Europe and US towards Mexico to sustain
their costs, even there the cost have gone up, due to which there has
been a continuing shift to South Asian Countries. Global demand is
seeing a rapid growth and the upward trend is likely to continue for a
years to come. FIBC manufacturing companies in the South Asian
Countries are emerging as major players exporting to the global
markets, since FIBC is a highly labour intensive product. These trends
augur well for the growth in the FIBC industry.
WEAKNESSES AND THREATS
Fluctuating prices of raw materials à The main raw material used in the
manufacture of FIBC is polypropylene, which is a crude derivative, and
subject to price fuctuations.
Under utilization of available capacity- Your Company is having huge
order book, it is however not able to utilize the capacity to the
fullest due to lack of power and shortage in man power.
Labour shortage - FIBC manufacturing is a labour-intensive activity.
Non-availability of power à Chennai and other parts of Tamil Nadu are
reeling under severe power cuts. Power cuts last for three hours daily
during the peak hours.
FINANCIAL ANALYSIS:
The interest and financial charges have gone up by Rs. 1.2 crores,
partially due to increase in rate of interest and partially due to
reduction in TUF benefits for the year 2010-11. The bank charges have
gone up substantially from Rs. 49.79 lakhs to Rs. 86.01 lakhs,
primarily due to bank guarantee and sanction fee for IOCL business.
The performance for the financial year 2010-11 was adversely affected
largely due to
1. Power situation in Tamil Nadu.
2. Shortage of labour
3. High and volatile raw material prices
Company has been purchasing power from private parties at rates higher
than the grid power. Though this is cheaper than diesel cost it is
still hurting company's bottom line. The labour shortage is a problem
across the country and company is initiating several HR measures to
retain and attract people. The company is trying to hedge the raw
material costs to the extent possible but sudden fuctuation in prices
makes it diffcult to pass on the entire increase to customers.
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 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 the Control Systems by the Internal auditors M/s.
A.Raghunathan & Co., Chartered Accountants, Chennai ensures their
adequacy and effectiveness. All short comings identifed by the internal
audit team are placed before the Audit Committee and the Board and
prompt corrective action is taken.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT:
Relations between the Management and the Labor were cordial, throughout
the year under review.
FIXED DEPOSITS:
The total amount of Fixed Deposits from the Public and Shareholders of
the Company as at 31st March 2011 was Rs.61,10,000/-. 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.Radhakrishna and Dr. Gaddam Kumar Reddy, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment.
Sri. G.Sudhakar, Vice Chairman and Chief Mentor tenure as a chief
mentor for three years came to an end during the year on April 01,
2011. The Board in its meeting held on 30.03.2011 approved the
appointment of Sri. G.Sudhakar as a vice chairman and chief mentor for
a monthly retainer fee of Rs.45,000 or such amount as may be amended by
the Board within its powers without going to the Central Government for
approval. The Board approved his appointment and places this decision
before the Shareholders for their consent.
SUBSIDIARY
The Company had informed in its previous year that it was a strategic
investor in Jumbo Bag LLC and that it was looking for a joint venture
partner. It was also informed earlier that a clear status of the actual
structure of the holding of Jumbo Bag LLC would be decided in the year
2010-11 after investment made by a joint venture partner. M/s. Balaji
Trading Enterprises Private Limited invested an additional capital of
USD 7500 in Jumbo Bag LLC during the year. Jumbo Bag LLC is therefore
not a subsidiary of the company and is thus not required to provide
consolidated statement of accounts. Balaji Trading Enterprises Private
Limited with its rich experience in trading is expected to bring much
synergy to the company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
hereby state:
i. That in the preparation of the annual accounts, the applicable
accounting standards have 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 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.
iii. That the directors have taken proper and suffcient 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;
iv. That the directors prepared the annual accounts for the financial
year on a "going concernà basis.
STATUTORY AUDITORS:
The Board of Directors recommends the appointment of the Auditors of
the Company to hold offce 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(1)(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 welfare of the
community by conducting health camps, supporting vocational training
centers, by continuosly lending support to Gorantla Ramalingaiah
Vivekananda School etc.
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 certifcate from the Statutory
Auditors of the Company is annexed herewith for the information of the
members.
GREEN INITIATIVES IN CORPORATE GOVERNANCE:
Ministry of Corporate Affairs has taken another step and is granting
the Companies the option to send electronic copies of Annual Report,
Notices to the Shareholders at their E-mail ID's. The Company has
arranged to forward a soft copy to all the Shareholders who have
furnished their E-mail ID's to their respective DP's.
CAUTIONARY STATEMENT:
Management Discussion and Analysis forming part of this Report is in
compliance with Corporate Governance Standards incorporated in the
listing agreement with Stock Exchanges and such statements may be
"forward-lookingà within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make a difference to
the Company's operations include economic conditions affecting demand /
supply and price conditions in the domestic and overseas markets in
which the company operates, changes in the Government regulations, tax
laws and other statutes and other incidental factors.
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 employees, customers and dealers for their continued patronage
during the year.
For and on behalf of the Board
Place : Chennai K.J.M.Shetty
Date : 28.05.2011 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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