DIRECTORS' REPORT To, The Members of JAIPAN INDUSTRIES LIMITED 1. The Directors have pleasure in presenting the 49th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31st March, 2015. 2. DIVIDEND Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2015. 3. BOARD AND COMMITTEE MEETINGS The Board and Audit Committee met 4 times during the FY 201415 viz. 30.05.2014, 11.08.2014, 14.11.2014 and 14.02.2015. The Nomination and Remuneration Committee met 2 times during the year viz. 30.05.2014 and 14.02.2015. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board. 4. DIRECTORS Pursuant to the provisions of Section 152(6) of the CompaniesAct, 2013, Mr. Atin Agarwal, an executive director retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. Mrs. Veena Agarwal was appointed as the Additional Director at the meeting of the Board of Directors held on 14.02.2015. She holds office as anAdditional Director upto the date of the forthcoming AGM.Anotice has been received from member pursuant to Section 160 of theAct signifying his intention to propose Mrs. Veena Agarwal as a Director of the Company. Mr. Thomas Lassar Kezhakr was appointed as the Additional Director of the Company with effect from 14.11.2014 and has resigned from the Company with effect from 14.02.2015. Mr. Ashwini Omprakash Sharma has resigned as the Director of the Company with effect from 14.11.2014. 5. KEY MANAGERIAL PERSONNEL Mr. Atin Agarwal is the CFO of the Company. Mr. Jainarain Agarwal is the Managing Director of the Company. They are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and were already in office before the commencement of the Act. 6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial statements. 7. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arms length basis. The Company has nothing to report in Form AOC-2, hence, the same is not annexed. 8. RISK MANAGEMENT POLICY The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. 9. FIXED DEPOSITS The Company has not accepted any fixed deposits during the year under review. 10. SIGNIF ICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. 11. INTERNAL FINANCIAL CONTROLS Your Company has laid down standards and processes which enable internal financial control across the Company and ensured that the same are adequate and are operating effectively. 12. DEPOSITORY SYSTEM The Company has entered into an agreement with National Securities Depository Limited (NSDL)as well as Central Depository Services(India) Limited (CDSL) to enable shareholders to hold the shares in dematerialized form. The Company also offers simultaneous Dematerialization of physical shares lodged for transfer. 13. PARTICULARS OF EMPLOYEES The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure A. The information required under Rule5(2)and(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also provided in the Annexure forming part of the Report. 14. NOMINATION AND REMUNERATION POLICY The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. 15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee/Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. 16. CORPORATE SOCIAL RESPONSIBILITY The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company. 17. SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Shravan A. Gupta & Associates Practising Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure B. 18. EXTRACT OF ANNUAL RETURN Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at 31st March 2015 forms part of this report as Annexure C. 19. DIRECTORS' RESPONSIBILITY STATEMENT Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures; (b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; (e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f ) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 20. AUDITORS M/s. Ashok K Lohiya And Associates Chartered Accountants, were reappointed as the Auditors of the Company at the last Annual General Meeting (AGM) OF the Company, to hold office from the conclusion of that AGM till the conclusion of 53rd AGM of the Company. In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of the auditors has to be placed for ratification at every AGM. Accordingly, the appointment of M/s. Ashok K. Lohiya And Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. 21. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. The Committee has not received any complaint of sexual harassment. 22. SUBSIDIARY Your Company does not have any subsidiary company. 23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations. B. Technology Absorption : The Company has taken necessary care to utilize energy efficient manufacturing equipments and has taken sufficient care to protect the environment from pollution caused due to use of technology. C. Foreign Exchange Earnings and Outgo: Company has earned a Foreign Exchange Earnings of Rs. 12.14 Lacs from Foreign Exchange Transactions. The Company has not incurred any foreign expenditure during the year under review. 24. ACKNOWLEDGEMENTS The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, shareholders, promoters, bankers, group companies and above all, its employees. For and on behalf of the Board of Directors JAIPAN INDUSTRIES LIMITED JAINARAIN O. AGARWAL (Chairman & Managing Director) Place: Mumbai, Date: 14th August, 2015 |