|
To,
The Members
JOLL Y PLASTIC INDUSTRIES LIMITED
Your directors have pleasure in presenting the 44th Annual
Report of the Company together with the Audited Accounts for the financial year ended
March 31, 2025.
FINANCIAL SUMMARY OR HIGHLIGHTS
(Amount in Rs)
PARTICULARS |
F.Y. 2024-25 |
F.Y. 2023-24 |
Sales/ Income from operations |
6143435 |
3662207 |
Total Expenses |
(5906963) |
(3565207) |
Profit/ (loss) before
exceptional item and tax |
236471 |
97000 |
Less: Exceptional Items |
0 |
0 |
Profit/ (loss) before tax for
the year |
236471 |
97000 |
Less: Income tax and deferred
tax expenses |
(59515) |
(24413) |
Profit after tax for the
year |
176956 |
72587 |
Other Comprehensive Income/
Loss |
0 |
0 |
Net Profit/ Loss for the
Year |
176956 |
72587 |
CHANGEJN,N,A_TUREOI.BUSINFSS
During the year there was no change in nature of business of the
company.
COMPANY'S PERFORMANCE
Company has been indulged in the enhancement of shareholder value
through sound business decisions, prudent to financial management and high standard of
ethics throughout the organization.
RESERVE
During the year company has not transferred any amount to general
reserves.
DIVIDEND
The Board has not recommended any dividend for the year 2024-25.
MATERIAL CHANGES AND COMMITMENT THAT AFFECT THE COMPANY'S
FINANCIAL POSITION
There was no material change during the year 2024-25 that affect the
financial position of company and
therefore no requirement was raised to disclose remedial measures.
GENERAL INFORMATION OF COMPANY
Management has overviewed the industry in respect of our company and
observed that there was no important change in industry during the last year 2023-24 which
had impacts on company's performance.
ROTATION OF DIRECTOR
Mr. Atul Kumar Agarwal (DIN- 00022779] is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible offer himself for reappointment.
DIRECTORS
Composition of Board of Directors: -
S.NO. |
NAME |
DESIGNATION |
1. |
Mr. Atul Kumar Agarwal |
Non-Executive Director |
2. |
Mr. Braj Mohan Singh |
Managing Director cum Chief
Financial Officer |
3. |
Mrs. Sandeep Kaur |
Non-Executive Director/Women
Director |
4. |
Mr. Rajesh Kumar Vaid |
Non-Executive Director
Independent Director |
5. |
Mr. Adesh Kumar Agarwal |
Non-Executive Director
Independent Director |
DETAILS OF DIRECTORS /KMP WHO HAVE APPOINTED OR RESIGNED DURING THE
YEAR:
During the Financial Year 2024-25, there was no appointment or
resignation of Directors on the Board of the Company. However, there was a change in the
Key Managerial Personnel (KMP) of the Company.
Ms. Reema resigned from the position of Company Secretary and
Compliance Officer with effect from 29th August 2024. Subsequently, Ms. Sandhya Yadav was
appointed as the Company Secretary and Compliance Officer of the Company with effect from
29th November 2024.
SUBSIDIARY COMPANIES. IOINT VENTURES & ASSOCIATE COMPANIES
As on 31st March 2025, the Company has no Subsidiary, Joint-
Venture or Associate Company. CONSOLIDATED FINANCIAL STATEMENT
As company has no Subsidiary, Joint- Venture or Associate Company, the
provision for preparation of consolidated Financial Results is not applicable to company.
DEPOSITS
During the year under review the Company has not accepted any deposit
falling within the meaning of section 73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits] Rules, 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No Significant and Material orders passed by the regulators or Courts
or Tribunals impacting the going concern status and company's operations in future.
The details in respect of internal financial control and their adequacy
are included in the Management Discussion and Analysis, which is a part of this report.
CAPITAL AND DEBT STRECTURE
The Authorized Capital of the company is ' 120000000.00/- and paid-up
Equity Share Capital as on 31st
March, 2025 was 6676400.00/- each @ 10/- per share. There was no change
in the capital structure of company and company has not issued any new share or
convertible securities during the year 2024-25. The Company not issued shares with
differential voting rights nor granted stock options nor sweat equity. Instead of above
that the company was not issued any debentures, bonds, warrants or any non-convertible
securities during the year 2024-25.
The company has not held any shares in trust for the benefit of
employees where the voting rights are not exercised directly by the employees.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The internal Audit functions reports to the
Chairman of the Audit Committee and to Chairman and Managing Director of the Company.
The Internal Audit monitors and evaluates the efficiency and adequacy
of internal control systems in the company. It's compliances with operating systems,
accounting procedure and policies at all locations of the Company.
M/ Sandeep Kumar Singh & Co Chartered Accountants, (FRN No:
035528N] acts as an Internal Auditor of the Company.
Business Risk Assessment procedures have been set in place for
self-assessment of business risks, operating controls and compliance with Corporate
Policies. There is an ongoing process to track the evolution of risks and delivery of
mitigating action plans.
MEETING OF BOARD OF DIRECTORS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year seven (07] Board Meetings held. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
During the year Financial Year from 1st April, 2024 to 31st
March, 2025, the board of directors met Eight (8) times
1. 30.05.2024
2. 12.08.2024
3. 30.08.2024
4. 30.11.2024
5. 19.12.2024
6. 08.11.2024
7. 02.01.2025
8. 12.02.2025
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 [5] of the Companies Act, 2013, your Directors
report as under:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed.
b) That 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 the company at the end of
the financial year and of the profit or loss of the company for that period.
c) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) That the Directors have prepared the annual accounts on a going
concern basis.
e) That the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively.
f) That the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
DECLARATION BY INDEPENDENT DIRECTOR
There are two (2] Independent Directors i.e., Mr. Rajesh Kumar Vaid,
and Mr. Adesh Kumar Agarwal. The company has received necessary declaration from both
Directors under section 149 of the companies Act, 2013 and that the Independent Directors
have complied with the Code for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013.
INDEPENDENT DIRECTORS
e ? DESIGNATION S. No. NAME |
% |
Mr. Rajesh Kumar Vaid |
Non-Executive (Independent
Director) |
2. |
Mr. Adesh Kumar Agarwal |
Non-Executive (Independent
Director) |
POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive,
non-executive and independent Director to maintain the independence of the Board, and
separate its functions of governance and management. As of March, 31 2025, the Board have
Five (5) Directors.
The Policy of the company on director's appointment and remuneration,
including the criteria for determining qualifications, positive attributes, independence
of a director and other matters, as required under sub-section (3) of section 178 of
Companies Act, 2013 is in place and maintained by company as per law.
EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION. RESERVATION AND
ADVERSE REMARK
There was qualification remark given by Statutory Auditor in the
auditor report.
Qualification: The Company has used accounting software for maintaining
its books of accounts for the financial year ended on March 31, 2025 which does not have a
feature of recording audit trails (edit log) facility and the same has been operated
throughout the year for all relevant transaction recorded in the software.
Management Reply: The Company is in the process of updating its
accounting software to include the ability to record audit trails and alter logs. The
company has accelerated the process of updating its accounting
software, and soon it will be used to maintain its books of accounts
audit trails [edit log] feature There was no qualification, reservation and adverse remark
given by Secretarial Auditor.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT
The detail of any loan or guarantees or securities and investment made
during the year 2024-25 covered under the provisions of section 186 of the Companies Act,
2013 given under note 26 to financial statement.
COMMITTEE OF BOARD
The Company's Board has the following mandatory committees:
1] Audit Committee
2] Nomination and Remuneration Committee
3] Stakeholders Relationship Committee
AUDIT COMMITTEE
The Audit committee has three [3] directors as members in the committee
from which two third [2/3] of the members were independent directors and all the members
of audit committee are financially literate.
The Audit Committee of the Company duly constituted by the following
members: -
i] Mr. Rajesh Kumar Vaid
ii] Mrs. Sandeep Kaur
iii] Mr. Adesh Kumar Agarwal
During the year F.Y. 1st April, 2024 to 31st
March, 2025, the Audit Committee met Four [4] which are held on, 30.05.2024,12.08.2024,
08.11.2024 and 12.02.2025.
The Minutes of the Meetings of the Audit Committee are discussed and
taken note by the board of directors.
The Statutory Auditor, Internal Auditor and Executive Directors/ Chief
Financial Officer are invited to the meeting as and when required.
The Composition of the Audit Committee and their Attendance at the
Meeting:
No sitting fees have been paid to any director during the year. The
remuneration paid to all Key management Personnel was in accordance with remuneration
policy adopted by the company. All members have attended the meeting in person.
Name of Members |
Category/
Designation |
No. of
Meetings |
Attendance
Percentage (%} |
|
Entilted |
Attended |
Mr. Adesh Kumar Agarwal |
Chairperson |
4 |
4 |
100 |
Mr. Rajesh Kumar Vaid |
Member |
4 |
4 |
100 |
Mrs. Sandeep Kaur |
Member |
4 |
4 |
100 |
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company duly
constituted by the following members: -
i] Mr. Rajesh Kumar Vaid
ii) Mrs. Sandeep Kaur
iii) Mr. Adesh Kumar Agarwal
The Committee met 3 (Three) times in a year on following dates:
1) 30.08.2024
2) 30.11.2024
3) 19.12.2024
The Composition of the Nomination and Remuneration Committee and Their
Attendance at the Meeting:
No sitting fees have been paid to any director during the year. The
remuneration paid to all Key management Personnel was in accordance with remuneration
policy adopted by the company. All members have attended the meeting in person.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company duly constituted
by the following members: -
i) Mrs. Sandeep Kaur
ii) Mr. Atul Kumar Agarwal
iii) Mr. Adesh Kumar Agarwal
The Committee met 1 (one) time on 30.06.2024 during the financial year
ended March 31, 2025.
The Composition of the Stakeholder Relationship Committee and Their
Attendance at the Meeting:
No sitting fees have been paid to any director during the year. The
remuneration paid to all Key management Personnel was in accordance with remuneration
policy adopted by the company. All members have attended the meeting in person.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of its own performance, its committees, as well as the Directors
individually.
The outcome of the Board evaluation was discussed by the Nomination
& Remuneration Committee and at the Board Meeting held on 14/02/2025 and improvement
areas were discussed.
INDEPENDENT DIRECTOR MEETING
During F.Y. 2024-25, one (1) meeting of the Independent Directors was
held on 14th February, 2025. The Independent Directors, inter-alia, reviewed
the performance of Non-Independent Directors, board as a whole and Chairman of the
Company, taking into account the views of executive directors and nonexecutive directors.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory
Auditors under Section 143 of the Act read with relevant Rules framed there under either
to the Company or to the Central Government.
RELATED PARTY TRANSACTIONS
During the financial year ended 31st March 2025, all contracts or
arrangements or transactions entered into by the Company with related parties were in the
ordinary course of business and on an arm's length
basis and were in compliance with the applicable provisions of the
Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), as applicable.
Further, the Company did not enter into any contract or arrangement or transaction with
related parties that could be considered material in accordance with the policy of the
Company on materiality of related party transactions.
FORM AOC-2 annexed in "Annexure A” herewith and forming part
of this report.
CORPORATE SOCIAI. RESPONSIBILITY INITIATIVES
The company needs not to comply with the provisions of Section 135 of
Companies act, 2013, as the company does not fall in eligibility criteria of Corporate
Social Responsibility initiatives.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required to be furnished under section 134 (3)(m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to
Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo is
annexed in "Annexure B" herewith and forming part of this report.
BUSINESS RISK MANAGEMENT
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the business. In order to achieve the key objective, the
policy establishes a structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In today's challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the Company are imperative.
The common risks inter alia are: Regulations, competition, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps
as appropriate are taken to mitigate the same.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all level.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest standards of
professionalism, honesty, integrity and ethical behavior the company has adopted a vigil
mechanism policy.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate in securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed
compliance with the code.
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH.
2025
As required pursuant to section 92(3] of the Companies Act, 2013 and
rule 12(1] of the Companies (Management and Administration] Rules, 2014, the Annual Return
is available on the website of the Company https://www.iollvplasticindustriesltd.in/
SECRETARIAL AUDIT REPORTS
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 the
Company has appointed M/S CS Divya Rani, Practising Company Secretary (COP No.
26426) to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure
C” in the Form MR-3.
AUDITORS REPORTS
GAM S & Associates LLP (FRN ON500094] was the statutory auditor of
the company for the FY 2024-2025.
The Independent Auditor Report is annexed herewith.
COMPLIANCE WITH SECRETARIAL STANDARD
All the applicable Secretarial Standard was compiled by company during
the year 2024-25. Applicable Secretarial Standard-1 and Secretarial Standard-2 took in
consideration while meeting of Board of Directors and General meetings are conducted
during the year. Secretarial Standard-4 was considered for preparation of Board Report of
company during the year 2024-25.
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013
The Company has less than ten employees and hence, the provisions
relating to the constitution of an Internal Complaints Committee under the POSH Act are
not applicable to the Company.
However, the Company remains committed to providing a safe and
respectful working environment for all employees, and appropriate measures are in place to
address any concerns should they arise.
MATERNITY BENEFIT ACT. 1961
The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961. During the financial year 2024-25, there were no employees who availed
maternity leave under the said Act.
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd
September,2015, of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements] Regulations, 2015, the Paid-up equity capital as on the last day
of previous financial year i.e., on 31st March 2025 was 6,67,64,000.00/- and
Net Worth was 6,87,44,283/-.
Therefore, in terms of the said circular the compliance with the
corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23,
24, 25, 26, 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and para-C, D
and E of Schedule V shall not apply in our Company.
CODE OF CONDUCT COMPLIANCE
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day-to-day
business operations of the Company.
LISTING WITH STOCK EXCHANGES
The Company has not paid the Annual Listing Fees for the year 2024-25
so far to BSE where the Company's Shares are listed.
ACKNOWLEDGEMENT
Your directors place on records their sincere appreciation of the
services rendered by the employees of the Company. They are grateful to shareholders,
bankers, depositors, customers and vendors of the company for their continued valued
support The Directors look forward to a bright future with confidence.
CAUTIONARY STATEMENT
The statements contained in the Board's Report contain certain
statements relating to the future and therefore are forward looking within the meaning of
applicable securities, laws and regulations various factors such as economic conditions,
changes in government regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in actual result.
FORM NO. AOC-2
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arm's
length transactions under third proviso thereto (Pursuant to clause
(h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
1. Details of contracts or arrangements or transactions not at arm's
length basis: - None
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any
(e) Justification for entering into such contracts or arrangements or
transactions
(f) Date [s] of approval by the Board
(g) Amount paid as advances, if any:
[hj Date on which the special resolution was passed in general meeting
as required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at
arm's length basis: - Details are given in note number 21 attached with financial
Statements.
(a) Name(s] of the related party and nature of relationship [bj Nature
of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any:
(ej Datefs] of approval by the Board, if any:
(f] Amount paid as advances, if any:
As per section 134(3) of the Companies Act,
2013 read with Companies (Accounts) RiUes, 2014
i) Conservation of Energy
The operations involve low energy consumption. Wherever possible,
energy conservation measures have been implemented. Efforts to conserve and optimize the
use of energy are a continuous process.
ii) Technology Absorption
1. Specific areas in which R & D carried out are as follows:
a] Review of the existing courses and evaluation of feasibility of the
new courses to be launched and estimating the costing thereof.
b} Providing technical support on existing products.
2. Benefits derived as a result of the above R & D
As a result, the organization is being able to implement current
courses.
3. Expenditure on R & D: NIL
iii) Foreign Exchange Earnings & Outgo
There were no foreign exchange earnings as well as outgo of the Company
during the year under report ACKNOWLEDGMENT
Your directors would like to express their grateful appreciation for
assistance and Co-operation received from the financial institutions, Government
Authorities, Customers, Vendors and Members during the year under review. Your directors,
also wish to place on record their deep sense of appreciation for the committed services
of executives, staff and workers of Company.
FORM MR-3
SECRETARIAL AUDIT REPORT For The Financial Year Ended 31st
March, 2025
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and
Remuneration Personnel') Rules, 2014]
To,
The Members,
JOLLY PLASTIC INDUSTRIES LIMITED
426, 4th floor, Patel Avenue, Nr. Gurudwara, S.G Road,
Bodakdev, Ahmedabad, Gujarat, 380054
1 have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Jolly Plastic INDS
Limited (hereinafter called "the Company”). Secretarial Audit was conducted in a
manner that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company, the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, the explanations and clarifications given to me and the
representations made by the Management, I hereby report that in my opinion, the Company
has during the audit period covering the financial year ended on March 31,2025, generally
complied with the statutory provisions listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records made available to me and maintained by the Company for the
financial year ended on March 31, 2025 according to the applicable provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contract (Regulation) Act, 1956 ('SCRA') and the
rules made there under;
(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed
there under;
(iii) Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(iv) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and amendments from time to time;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2021; (Not applicable to the Company during the audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2015; (Not applicable to the Company during the audit
period)
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; (Not applicable to the Company during the audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 and (Not applicable to the Company during the audit period).
(i) Other laws applicable specifically to the Company for the audit
period.
1 also have examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India with respect to board and general meetings.
(ii) The Listing Agreements entered into by the Company with BSE
Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
I further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, NonExecutive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review Ire carried out in compliance with the provisions of the Act.
Adequate notice was given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda Ire sent at least seven days in advance for
meetings other than those held at shorter notice, and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.
As per the minutes, the decisions at the Board Meetings are taken
unanimously.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines etc.
To,
The Members,
JOLLY PLASTIC INDUSTRIES LIMITED
426, 4th floor, Patel Avenue, Nr. Gurudwara, S.G Road, Bodakdev,
Ahmcdabad, Gujarat, India, 380054
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. 1 have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the contents of the secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in secretarial records. I believe that the process and practices, I followed
provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Where ever required, 1 have obtained the Management Representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34 (3) and Schedule V Para C clause (10) (i) of
the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
To,
The Members,
JOLLY PLASTIC INDUSTRIES LIMITED
I have examined the relevant registers, records, forms, returns and
disclosures received from the Directors of JOLLY PLASTIC INDUSTRIES LIMITED having CIN:
L70100GJ1981PLC004932 and having registered office at 426,4th floor, Patel Avenue, Nr.
Gurudwara, S.G Road, Bodakdev, Ahmedabad, Gujarat, 380054 (hereinafter referred to as
‘the Company'), produced before me by the Company for the purpose of issuing this
Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause
10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the
verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in ) as considered necessary and explanations
furnished to me by the Company & its officers, I hereby certify that none of the
Directors on the Board of the Company as stated below for the Financial Year ending on
31st March, 2025 have been debarred or disqualified from being appointed or continuing as
Directors of companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs, or any such other Statutory Authority.
Sr. No |
Name of Director |
Designation |
DIN |
Date of appointment in
Company |
1 |
Atul Kumar Agarwal |
Director |
00022779 |
21/08/2017 |
2 |
Braj Mohan Singh |
Managing Director cum CFO |
05229527 |
15/06/2021 |
3 |
Adesh Kumar Agarwal |
Independent
Director |
07966067 |
04/12/2017 |
4 |
Rajesh Kumar Vaid |
Independent
Director |
09201120 |
15/06/2021 |
5 |
Sandeep Kaur |
Director |
09625723 |
13/08/2022 |
Ensuring the eligibility of for the appointment / continuity of every
Director on the Board is the responsibility of the management of the Company. My
responsibility is to express an opinion on these based on my verification. This
certificate is specifically being issued in accordance with Regulation 34(3) read with
Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as
to the future viability of the Company nor of the efficiency or effectiveness with which
the management has conducted the affairs of the Company.
1. Industry structure and developments
The company is engaged in trading in shares, financial services and
investment activities where the outlook of the business seems to be encouraging over and
above, we have been diversified into different businesses ranging from third party product
distributions (lowest balance sheet risk) to originating unsecured personal loans,
corporate loans (highest balance sheet risk). We believe that we are well placed to
leverage on the growth opportunities in the economy.
2. Opportunities and Threats Opportunities
• Increase in Income levels will aid greater penetration of
financial products.
• Positive regulatory reforms.
• Increase in corporate growth & risk appetite.
• Greater efficiency in debt market operations which will also
help greater penetration.
• Increased securitization.
• Focus on selling new product/services.
Threats
• Inflation could trigger increase in consumer price inflation,
which would dampen growth.
• Increased competition in both local & overseas markets.
• Unfavorable economic development.
• Market risk arising from changes in the value of financial
instruments as a result of changes in market variables like interest rate and exchange
rates.
3. Segment-wise or product-wise performance
The company has only one segment line of business. Hence, this head
does apply to our company.
4. Risks and concerns
Management of risk to the business is continuous challenge for any
organization growing in size and enhancing its purpose. The traditional risk factors like
client risks, industry segment risks and economic risk are well understood and the means
to handle them are also fairly established.
5. Internal control systems and their adequacy
The company ensures existence of adequate internal control through
policy and procedures to be followed by the executives at various levels in the company.
The operating managers ensure compliance within their areas. The Company has internal
Audit system to carry out extensive checking and test and report noncompliance/ weakness,
if any through internal Audit Reports on the respective areas. These reports along with
reports on compliance made thereafter are reviewed by the Audit Committee of the Board.
6. Material developments in Human Resources / Industrial Relations
front, including number of people employed
Management relation with the employees remains cordial. The Company's
Human Resources philosophy is to establish and build a strong performance and competency
drive culture with greater senses of accountability and responsibility. The industrial
relations scenario remained peaceful and harmonious.
7. Disclosure Of Accounting Treatment
The financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards (1ND AS) to comply with the Accounting
Standards notified under Section 133 of the Companies Act, 2013 ("the 2013 Act”)
and the relevant provisions of the 2013 Act, as applicable. The financial statements have
been prepared on going concern basis under the historical cost convention on accrual
basis. The Company has follows to continue with the period of 1st day of April to 31st day
of March, each year as its financial year for the purpose of preparation of financial
statements under the provisions of Section 2(41) of the Companies Act, 2013.
8. Cautionary Statement
Statements in the Management Discussion and Analysis describing the
Company's objectives, expectations, predictions and assumptions may be "FORWARD
LOOKING” within the meaning of applicable Laws and Regulations. Actual results may
differ materially from those expressed herein, important factors that could influence the
Company's operations include domestic economic Conditions affecting demand, supply, price
conditions, and change in Government's regulations, tax regimes, other statutes and
other factors such as industrial relations.
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