To the Members,
Your Directors present their 33rd Annual Report together
with the Audited Statement of Accounts of the
Company for the financial year ended 31 st March 2023.
FINANCIAL RESULTS:
(Rs in Lakhs)
PARTICULARS |
2022-23 |
2021-22 |
SALES AND OTHER INCOME |
11,144.24 |
13,113.80 |
PROFIT BEFORE INTEREST,
DEPRECIATION, TAXES & EXCEPTIONAL ITEMS |
722.43 |
983.92 |
INTEREST |
262.98 |
239.62 |
DEPRECIATION |
238.93 |
225.81 |
EXCEPTIONAL ITEMS |
31.59 |
391.00 |
PROFIT/ (LOSS) BEFORE TAX |
188.93 |
127.49 |
TAX EXPENSES |
41.88 |
21.46 |
PROFIT/ (LOSS) AFTER TAX |
147.06 |
106.09 |
PROFIT AVAILABLE FOR APPROPRIATION |
147.06 |
106.09 |
OPERATIONS AND FINANCIAL PERFORMANCE:
The revenue of the Company for the FY 2022-23 is Rs. 11,144.24. /-
lakhs decreasing by 15.02 % over the previous year revenue of Rs. 13,113.80/- on account
of geopolitical tension in Europe and global slow down as a consequence of the same and
global recessation- inflation. The PBT for the FY 2022-23 is Rs.188.93 against Rs. 127.49
for FY 2021-22. The PAT of the Company for FY 2022-23 is Rs. 147.06 lakhs, up by 38.62%
over the previous year PAT of Rs. 106.09 in FY 2021-22. The detail overview of the Company
performance in the financial year 2022-23 is given in Annexure-I to the Directors Report -
Management Discussion and Analysis Report.
The trading division of the Company which is into polymer raw material
sales has recorded decent sales during the FY 2022-23 compared to the previous year in
spite supply side restriction due to maintenance of supplier's plant and stiff
pricing competition from the peers. The revenue from the trading division of company in FY
2022-23 is Rs.302.02 lakhs increased by 2.12 % against the previous year commission of Rs.
295.75 lakhs in FY 2021-22.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with section 152 of the Companies Act, 2013 Shri G.S.
Rajasekar (DIN:00086002) will retire by rotation at this ensuing Annual General Meeting.
He being eligible, offers himself for re-appointment. The subject forms part of the
ordinary business in the Notice of the 33rd Annual General Meeting.
DIVIDEND:
The Board of Directors have not recommended any dividend for the
financial year ended 31st March 2023.
UNPAID / UNCLAIMED DIVIDEND:
In compliance with the provisions of Section 124 of the Companies Act,
2013 and rules made thereunder the Company had transferred all the unclaimed dividends to
Investor Education and Protection Fund and there is no unclaimed dividends lying in the
Company's Unpaid Dividend Account.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES
ACT, 2013:
For the financial year ended 31st March 2023, the Company
has proposed to carry an amount of Rs.5.82 Lakhs to General Reserve Account.
COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:
The Company neither has any holding nor has any subsidiary company,
therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial occurred between the end of the financial year to which this financial
statements relate and the date of this report.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 and SEBI Guidance
note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the
annual performance evaluation of its Board, the directors individually and Committees of
the board viz., Audit and Nomination and Remuneration Committee has been carried out.
The board and the committee were evaluated on various criteria as
stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the board and committee.
4. Effective Conduct of Board and Committee Meetings.
5. Monitoring by the Board management effectiveness in implementing
strategies, managing risks and achieving the goals. The Board also carried out the
evaluation of directors and chairman based on following criteria:
1. Attendance at the meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board
NUMBER OF MEETINGS OF BOARD AND AUDIT COMMITTEE:
The Board meets at regular intervals to discuss and decide on business
strategies / policies and review the financial performances of the Company. The Board
Meetings are pre-scheduled and a tentative annual calendar of the Board is circulated to
the Directors well in advance to facilitate the Directors to plan their schedules. The
details of number of board meetings and other committee meetings held during the Financial
Year 2022-23 are as follows:
1. No. of Board Meetings: 6
| 26th April, 2022 |
20th January, 2023 |
| 01st August, 2022 |
21st January, 2023 |
| 29th October, 2022 |
27th January, 2023 |
The interval between two Board Meetings was well within the maximum
period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing
(Disclosures and Obligations Requirements) Regulations, 2015.
2. No. of Audit Committee Meetings: 5
| 26th April, 2022 |
20th January, 2023 |
| 01st August, 2022 |
27th January, 2023 |
| 29th October, 2022 |
- |
3. No. of Nomination & Remuneration Committee Meetings: 0
4. Stakeholder Relationship Committee:
As required under Section 178(5) of the Companies Act, 2013, the
Company has constituted Stakeholders' Relationship Committee. The committee includes
Shri. G.S. Rajasekar as Chairperson and Shri. G.P.N. Gupta as members. The Committee
considers and resolves the grievances of security holders of the company.
5. Share Transfer Committee: 1
The Committee overseas share transfers, share transmission, issue of
duplicate share certificates etc.
The committee includes Shri. G.S. Rajasekar as Chairperson and Shri.
G.P.N. Gupta as members.
DECLARATION OF INDEPENDENCE:
All independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149 of the Companies Act, 2013 which
has been relied on by the Company and placed at the Board Meeting of the Company.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of the Companies Act, 2013,
the Independent Directors held a Meeting on 21st March 2023, without the
attendance of Non-Independent Directors and members of Management.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program is to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes and about the overall
functioning and performance of the Company. The policy and details of familiarization
program is available on the website of the Company at www.jumbobaglimited.com
NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, 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 Remuneration
Policy is available on the website of the company. The salient features of the policy are
given below:
Nomination & remuneration Policy:
In accordance with the Nomination and Remuneration Policy, the
Nomination and Remuneration Committee has, inter alia, the following responsibilities:
1. The Committee shall formulate the criteria for determining
qualifications, positive attributes and independence of a director.
2. The Committee shallidentifypersonswhoarequalifiedto become Director
and persons who may be appointed in Key Managerial and Senior Management positions in
accordance with the criteria laid down in this policy.
3. Recommend to the Board, appointment and removal of Director, KMP and
Senior Management Personnel.
4. The Board shall carry out evaluation of performance of every
Director, Managerial Person, KMP and Senior Management Personnel at regular interval
(yearly).
5. The remuneration/ compensation/ commission etc. to the Managerial
Person, KMP and Senior Management Personnel will be determined by the Committee and
recommended to the Board for approval. The remuneration/ compensation/ commission etc.
shall be subject to the prior/ post approval of the shareholders of the Company and
Central Government, wherever required.
6. Increments to the existing remuneration/ compensation structure may
be recommended by the Committee to the Board which should be within the slabs approved by
the Shareholders in the case of Managerial Personnel.
7. Where any insurance is taken by the Company on behalf of its
Managerial Personnel, Chief Executive
Officer, Chief Financial Officer, the Company them against any
liability, the premium paid on such insurance shall not be treated as part of the
remuneration payable to any such personnel. Provided that if such person is proved to be
guilty, the premium paid on such insurance shall be treated as part of the remuneration.
8. The Non- Executive/ Independent Director may receive remuneration by
way of fees for attending meetings of Board or Committee thereof provided that the amount
of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such
amount as may be prescribed by the Central Government from time to time.
9. Commission to Non-Executive/ Independent Directors may be paid
within the monetary limit approved by shareholders, subject to the limit not exceeding 1%
of the netprofitsof the Company computed as per the applicable provisions of the Companies
Act, 2013.
RISK MANAGEMENT:
The Company has in place a Risk Management Policy duly approved by the
board which is periodically reviewed by the management. The main objective of the
company's risk management policy is to ensure the effective identification and
reporting of risk exposures, involvement of all departments and employees in risk
management, to ensure continuous growth of business and protect all the stakeholders of
the Company. The Audit Committee and Board of Directors consider the risk exposure before
approving a strategic decisions taken by the Company. Further the Company has strong
internal control system in place to identify the risks at any stage of the business. This
internal control system is further reviewed by the internal auditors of the Company and a
report is submitted to the Audit Committee. The Committee based on the report of internal
auditors advises on the necessary action to be taken in case of any deviation from
required standards.
AUDITORS:
M/s Darpan & Associates, Chartered Accountants (FRN:016156S) are
the Statutory Auditors of the Company who were appointed by the board in its meeting dated
20th January, 2023 on the recommendation of Audit
Committee and ratified by the members in its meeting dated 21st March,
2023 to hold office until of 33rd Annual General Meeting.
The statutory auditor's report does not contain any
qualifications, reservations, or adverse remarks or disclaimer.
COST AUDIT:
Pursuant to notification of 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.
MANAGEMENT DISCUSSION ANALYSIS REPORT:
The report has been presented separately detailing the overall status
of economy, industry and business of the Company in Annexure [I].
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Company has appointed M/s Lakshmmi Subramanian &
Associates, Practising Company Secretaries to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report for the year 2022-23 is included as "Annexure
[III]" and forms an integral part of this Report.
EXTRACT OF ANNUAL RETURN:
The Annual Return in accordance with Section 92(3) of the Companies
Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is
available on company's website and can be accessed at www.jumbobaglimited.com.
RELATED PARTY TRANSACTIONS:
During the financial year 2022-23, your Company has entered into
transactions with related parties as defined under Section 2(76) of the Companies Act,
2013 read with Companies (Specification Definitions Details) of 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, 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 Indian
Accounting Standard – 24 are set out in Note to the standalone financial statements
forming part of this Annual Report.
LOANS, GUARANTEES OR 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 has in place Whistle Blower Policy approved by Board of
Directors in compliance with provisions of Section 177 (10) of the Companies Act, 2013.
The policy provides a mechanism to the Directors and Employees to voice their concerns
regarding irregularities in the Company in an effective manner. The mechanism provides for
adequate safeguards against victimization of Directors and employees to avail the
mechanism and also provides for direct access to the Chairman of the Audit Committee in
exceptional cases. The policy as amended from time to time can be accessed from the
website of the Company at www. jumbobaglimited.com.
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were
accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the
Composition of Audit Committee is given as under:
| • Smt. Renuka Mohan Rao |
– Chairman |
| • Smt. Subhashini Subramanian |
– Member |
| • Sri G P N Gupta |
– Member |
Secretary of the Company shall be the Secretary of the Committee.
DEPOSITS
The Company has not accepted any deposits from the public during the
period 2021-22 within the meaning of Sections 73 and 74 of the Companies Act, 2013 read
together with the Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL COMPLAINTS COMMITTEE:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set
up to redress the complaints received regarding sexual harassment. All employees are
covered under this policy. No Complaints were received during the year under review.
CORPORATE GOVERNANCE:
As prescribed under the provisions of Regulation 15(2) of SEBI (Listing
Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall
under the purview of complying with the provisions of Corporate Governance. During the
year your Company has informed the non-applicability provision to the Bombay Stock
Exchange.
Since, the provision of Corporate Governance is not applicable for the
entire Financial Year 2022-23, a separate report of Corporate Governance is not disclosed
in the Annual Report 2022-23.
LISTING FEES:
The Company confirms that it has paid the annual listing fees for the
year 2022-23 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 03rd August, 2023 to 09th August, 2023 (both
days inclusive).
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(C) of the Companies Act, 2013, the Directors
confirm
1. In the preparation of the annual accounts for the financial year
ended 31 st March, 2023, the applicable accounting standards and Schedule III
of the Companies Act, 2013, have been followed and there are no material departures from
the same;
2. 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,
2023 and of the statement of profitand loss of the Company for the financial year ended
31st March, 2023;
3. 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;
4. The annual accounts have been prepared on a ‘going
concern' basis;
5. Proper internal financial controls laid down by the Directors were
followed by the Company such internal financial controls are adequate and were operating
effectively; and
6. 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 in
respect of employees of the Company and Directors is furnished hereunder:
The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year and percentage
increase in remuneration of each Director and
KMP
(Rs. In lakhs)
S. No |
Name |
Designation |
Remuneration for FY
2022-23 |
Remuneration for FY
2021-22 |
Increase in remuneration
from previous year |
Ratio / times per median
of employee remuneration |
1 |
G.S. Anilkumar |
Managing Director Whole-time
Director |
24.00 |
23.91 |
0.36% |
8.1 |
2 |
G.P.N. Gupta Kashiraman |
Cum CFO |
12.00 |
12.00 |
0 |
4.08 |
3 |
Balakrishnan Renuka Mohan |
Company Secretary Independent |
5.24 |
4.42 |
18.56% |
1.78 |
4 |
Rao |
Director Independent |
- |
- |
- |
- |
5 |
S. Subhashini |
Director |
- |
- |
- |
- |
6 |
Rajendra Kumar P |
Independent Director |
- |
- |
- |
- |
| 7 |
G.S. Rajasekar |
Director |
- |
- |
- |
- |
Note:
1. The percentage increase in the median remuneration of employees in
the financial year is 15 %
2. The number of permanent employees on the rolls of company as on 31st
March 2023 is 243.
3. The average increase in salaries of employees other than managerial
personnel in 2022-23 was 5.6 % and that of managerial personnel is 2.42%.
4. 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.
5. No remuneration is paid to the Independent Directors of the Company
other than the sitting fees of Rs.15,000/-.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The information on conservation of energy, technology absorption as
stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, is set out herewith as "Annexure [II]" to this Report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year,theCompanyhasnotreceivedanysignificantand material
orders passed by the Regulators or courts or tribunals which would affect the going
concern status of the Company and its future operations.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time
settlement with any Bank or Financial Institution.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR:
There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
REPORTING OF FRAUDS BY AUDITORS:
There is no fraud reported in the Company during the F.Y. ended 31st
March, 2023. This is also being supported by the report of the auditors of the Company as
no fraud has been reported in their audit report for the F.Y. ended 31st March, 2023.
INTERNAL FINANCIAL CONTROLS:
The Company has put in place an internal financial control based on the
processes involved in the manufacturing and trading divisions of the Company. There is
involvement from both management and functional/business process owner with periodic
meetings to discuss issues, weaknesses, and progress of the company's internal
financial control program.
The internal audit conducted for every quarter further scrutinizes the
functioning of various areas of operations and gives its observation to the Audit
Committee. Required action is taken based on the decision of the Audit Committee on the
observations by the internal auditor.
Various processes like procurements, maintenance, production,
marketing, Accounting etc.. are reviewed periodically both internally and by the internal
auditors in a way which is commensurate with size & complexity of operations of the
Company.
The above process helps the company in taking precautionary measures,
making the existing process more efficient, bringing accuracy in accounting which enables
orderly conduct of the business.
PARTICULARS OF EMPLOYEES
There are no employees falling within the provisions of section 197 of
the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial Standards on Meetings
of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute
of Company Secretaries of India and approved by the Central Government.
INDUSTRIAL RELATIONS:
Human Resource is an important asset for the Company and there is
cordial relationship exist between the management and the employees across all the plants
of the Company. During the year our Company provided various welfare measures and
conducted various activities for the benefit of our employees. We have organised and
conducted Training on Women Wellness & Health Awareness,
Women's Day celebration, Safety Week Celebration, many medical
camps and checkups for our employees in the factory. Also conducted sports activities for
the employees, organized tour for our employees to improve work place culture and morale.
Retirement function conducted for superannuation employees and Pension order copy was
handed over to the concerned employee on the day of retirement. Many employees
participated in all the activities and awareness program. We have given the opportunity
and conducted placement stall in many Colleges to recruit the candidates for our various
positions with the help of Job Fair and campus.
SOCIAL RESPONSIBILITY:
Your Company believes in importance of education in the growth of
individuals and the economy as whole. With an intention to support the education of under
privileged children your company runs a school in the name of Shri Gorantla Ramalingaiah
Vivekananda Vidyalaya School providing education to over 1300 students at concessional
fees. Many children have benefited from this initiative of the Company. We have sponsored
for the NSS camp students to give awareness on cleaning, hygienic and health for the rural
people. We have singed MOM with Vadakarai Government ITI to provide one month industrial
training to develop the skills of with stipend. final
We have contributed donations for Flag day for Armed Forces to our
local government bodies. We have sponsored tables and chairs for our local village
panchayath office. Also we have sponsored to construct road for our local village. We
sponsored for International public health conference for Tamil Nadu Health Department.
We have sponsored food for Polio drop camp in panchetty primary health
centre. We have given donations to celebrate local villages temple festival and village
sports day celebrations. We have encouraged our employees to involve in various social
activities such as blood donation camp organized by Lions club, Chennai.
CAUTIONARY STATEMENT
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, Bankers 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 |
RENUKA MOHAN RAO |
| Date : 28.04.2023 |
Chairman |
|
DIN: 07542045 |
|