<dhhead>DIRECTORS’
REPORT</dhhead>
To
the Members,
Your
Directors present their 35th Annual Report together with the Audited Statement of
Accounts
of the Company for the financial year ended 31st March 2025
FINANCIAL
RESULTS:
(Rupees in Laks)
PARTICULARS |
2024-25 |
2023-24 |
SALES
AND OTHER INCOME |
12,672.49 |
10,542.50 |
PROFIT
BEFORE INTEREST, DEPRECIA- |
1024.19 |
865.50 |
TION,
TAXES & EXCEPTIONAL ITEMS |
|
|
INTEREST |
299.61 |
325.79 |
DEPRECIATION |
228.58 |
223.25 |
EXCEPTIONAL
ITEMS |
|
178.71 |
PROFIT/
(LOSS) BEFORE TAX |
496.34 |
137.75 |
TAX
EXPENSES |
172.62 |
18.87 |
PROFIT/
(LOSS) AFTER TAX |
323.71 |
118.88 |
PROFIT
AVAILABLE FOR APPROPRIATION |
323.71 |
118.88 |
OPERATIONS
AND FINANCIAL PERFORMANCE:
The
revenue of the Company for the FY 2024-25 is Rs.12,672.49- lakhs increasing by (20.20%)
over the previous year revenue of Rs.10,542.50/- The PBT for the FY 2024-25 is Rs.496.34
against Rs.137.75 for FY 2023-24. The PAT of the Company for FY 2023-24 is Rs.323.71
lakhs, reduced by 19.16% over the previous year PAT of Rs. 118.88 lakhs in FY
2023-24.
The detail overview of the Company performance in the financialyear 2024-25 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 record- ed
decent sales during the FY 2024-25 compared to the previous year. The revenue from the
trading division of company in FY 2024-25 is Rs. 506.37 lakhs increased by 2.02 % against
the previous year commission of Rs. 496.17 lakhs in FY 2023-24.
DIRECTORS
& KEY MANAGERIAL PERSONNEL:
Pursuant
to the provisions of Sections 152 and 161 of the Companies Act, 2013 and the applicable
rules made thereunder, Mr. G S Srinivas((DIN: 01922225 ), who was appointed as an
Additional Director of the Company with effect from 25/03/2025 and who holds up to the
date of this Annual General Meeting, be and is hereby/ regularised and appointed as a
Director of the Company, liable to retire by rotation.”
DIVIDEND:
The
Board of Directors have not recommended any dividend for the financial year ended
31st
March 2025.
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 2025, the Company has proposed to carry amount of Rs.
77.93 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 position of the
Company occurred between the end of the financial year to which this financial -ments
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-sched
-uled 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 2024-2025 are
as follows:
1.
No.
of Board Meetings: 6
29th
April, 2024 |
24th
July, 2024 |
25th
October, 2024 |
24th
December, 2024 |
23rd
January, 2025 |
25th
March,2025 |
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: 6
29th
April, 2024 |
n
lang='EN-US'
style='font-size:10.0pt;font-family:
Arial;mso-bidi-font-family:"Times New Roman";mso-ansi-language:EN-US'>24th
July, 2024 |
25th
October, 2024 |
24th
December, 2024 |
23rd
January, 2025 |
25th
March, 2025 |
3.
No.
of Nomination & Remuneration Committee Meetings: 2
29th
April, 2024 |
25rd
March,2025 |
4.
Stakeholder
Relationship Committee: NIL
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. Rajendra Kumar P as member. The Committee considers and resolves the
grievances of security holders of the company.
5.
Share
Transfer Committee: 01
The
Committee overseas share transfers, share transmission, issue of duplicate share
certificates etc. The committee includes Shri G.S. Rajasekar as Chairperson and Shri
Rajendra Kumar Prasan as member.
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 23rd January 2025, 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 forqualifications,positive determining attributes
and independence of a director.
2.
The
Committee shall identify persons who are qualified to 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 Secretary and any other employees
for indemnifying 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 net profits of 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 decision 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:
Pursuant
to the provisions of Section 139(8) and other applicable provisions of the Companies
Act,
2013 read with rules made thereunder (including any statutory modification(s)or
re-enactment thereof for the time being in force), and based on the recommendation and
approval of the Board of Directors, M/s DPV & ASSOCIATES , Chartered Accountants
(FRN:
011688S), has been appointed, confirmed and ratified as the Statutory Auditors of the
Company for the financial year 2024-25, to fill the casual vacancy caused due to the
resignation of M/s Venkatesh & Co, Chartered Accountants (FRN: 004636S), to hold
office till the conclusion of the 35th Annual General Meeting.
The
Auditors Report and the Notes on financial statement for the year 2024-25 referred to in
the Auditor’s Report are self explanatory and do not contain any qualification,
reservation or adverse remark, therefore, do not call for any further comments.
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 the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s Lakshmmi
Subramanian & Associates, Practising Company Secretaries to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report for the year 2024-2025
The
Secretarial Audit Report for the financial year ended 31st March 2025 in Form MR-3 is
attached as “Annexure III” and forms part of this Report. The report of the
Secretarial Auditor does not contain any qualification, reservation or adverse remark,
therefore, do not call for any comments. Further, the Board of Directors of the Company on
the recommendation of the Audit Committee, at its meeting held on 10th May 2025 has
re-appointed for a period of 5FY M/s. M/s Lakshmmi Subramanian & Associates,
Practising Company Secretaries to conduct Secretarial Audit for the financial year
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:
your Company has entered into transactions with
related Duringthefinancial parties as defined under Section 2(76) of the Companies Act,
2013 read with 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, 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 conflictwith 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
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 |
–
Chairperson |
•
Smt. Subhashini Subramanian |
–
Member |
•
Shri. Rajendra kumar.P |
–
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 2024-25 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.
|