The Directors present this 49th Annual Report of Jindal Poly
Films Limited ("the Company") on the business and operations of the Company
together with Audited Financial Statements for the financial year ended31st
March 2023.
1. SUMMARY OF FINANCIAL RESULTS
The Standalone and Consolidated Financial Results for the financial
year under review are given below:
|
Standalone |
Consolidated |
Particulars |
Year Ended |
Year Ended |
|
31st March 2023 |
31st March 2022 |
31st March 2023 |
31st March 2022 |
Total Income from Operations |
2,48,132 |
5,86,924 |
4,69,687 |
5,87,758 |
Other income |
56,306 |
27,960 |
64,730 |
29,973 |
Profit before finance cost, depreciation
and tax |
99,874 |
6,14,884 |
1,00,495 |
6,17,731 |
Finance Cost |
4,384 |
2,780 |
14,828 |
2,839 |
Depreciation |
8,654 |
15,046 |
17,430 |
15,319 |
Net Profit for the period
(before Tax, Exceptional and Extraordinary Items) |
86,836 |
1,53,072 |
68,237 |
1,63,615 |
Exceptional Items gain / (loss) |
1,09,478 |
10557 |
(22,697) |
10557 |
Net Profit/ (Loss) for the period before
Tax |
1,96,314 |
1,63,629 |
45,540 |
1,63,615 |
Total Tax (including
Current Tax, current tax adjustment and Deferred Tax) |
22,196 |
44,202 |
13,647 |
43,991 |
Net Profit and loss for the period |
1,74,118 |
1,19,427 |
31,893 |
1,19,624 |
Total Comprehensive Income
for the period (Comprising Profit / (Loss) for the period (after Tax) and Other
Comprehensive Income (after Tax) attributable to Equity Holders of the parent |
1,74,362 |
1,19,637 |
32,098 |
119,856 |
Paid up Equity Share
Capital (Face Value of Rs. 10/- each) |
4,379 |
4,379 |
4,379 |
4,379 |
Earnings / (Loss) Per Share
(EPS) (of INR. 10/- each) on Net Profit (Not annualised)- Basic and Diluted |
397.65 |
272.75 |
72.84 |
273.20 |
2. CONSOLIDATED FINANCIAL STATEMENTS
The Audited Consolidated Financial Statements in addition to the
Audited Standalone Financial Statements pursuant to Section 129(3) of the Companies Act,
2013 (Act) read with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations') and prepared in accordance with
the Indian Accounting Standards prescribed by the Institute of Chartered Accountants of
India is part of this Annual Report.
The Consolidated Profit and Loss Account for the period ended31st
March 2023, includes the Profit and Loss Account for the Subsidiaries/ Associates for the
Financial Year ended 31st March 2023. (Refer Form AOC 1 attached
as Annexure- I to Board report).
In accordance with the third proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the Company, containing therein its standalone and the
Consolidated Financial Statements have been placed on the website of the Company in the
Annual report section at https://www.jindalpoly.com/download-reports.
3. COMPANY'S PERFORMANCE
During the year, the key highlights of the Company's performance
during the Financial Year 2022-23 are as under:
Revenue from operations on standalone basis was INR. 2,48,132 Lakhs as
against INR 5,86,924 Lakhs in the previous
Financial Year.
Net Profitforthe period before Tax, Exceptional and Extraordinary Items
on standalone basis was INR. 86,836 Lakhs as against INR. 1,53,072 Lakhs in the previous
Financial Year.
Net Profit after Tax on standalone basis was INR. 1,74,118 Lakhs as
against INR 1,19,427 Lakhs in the previous
Financial Year.
The earnings per equity share on standalone basis stood at INR 397.65
as against INR. 272.75 in the previous financial year.
4. QUALITY MANAGEMENT SYSTEM
Our manufacturing units are certified to the following standards:
ISO 9001: Quality Management System
BRC Global Standard for Packaging Material (BRCGS Certificate)
ISO 50001:2018: Management System Certificate
5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
As on 31st March 2023, the Company has Eight (8)
Subsidiaries and Two (2) Associate Companies. Companies which have become or ceased to be
Company's Subsidiaries, Joint Venture or Associate Companies, specifics of which can
be found in the AOC-1 report, attached as Annexure I to this Report. Pursuant to
Section 129(3) of the Companies Act, 2013 and Accounting Standards issued by the Institute
of Chartered Accountants of India, Consolidated Financial Statements presented by the
Company include the Financial Statements of its Subsidiaries, a complete set of same,
alongwithsubsidiary-specificaudited accounts and pertinent documentation, is accessible on
the Company's website https://www.jindalpoly.com/download-reports.
Subsequent to the fiscal period, JPFL Films Private Limited, subsidiary
has gained status as a material subsidiary within our corporate structure. In order to
provide clear parameters for such categorization, the Company has devised and implemented
a rigorous policy to ascertain what constitutes material' subsidiaries. This
policy is publicly available and can be reviewed on our Company website at
https://www.jindalpoly.com/Uploads/image/112imguf_MaterialSubsidiary-Policy.pdf.
Acquisition of S M I Coated Products Private Limited by Jindal Polypack
Limited, Wholly Owned Subsidiary
Jindal Polypack Limited, a wholly owned subsidiary of the Company
entered into an agreement to acquire 100% shareholding of SMI Coated Products Private
Limited which is engaged in the manufacturing of pressure sensitive label stocks as on 28th
April 2022. SMI Coated Products Private Limited now stands merged with Jindal
PolyPack Limited vide NCLT Mumbai order dated 04th August 2023.
Acquisition of 100% holding of JPF Netherlands Investment B.V.
The Board of Directors of the Company in its meeting held 30th
May 2023, approved to enter into an agreement to acquire 100% shareholding of JPF
Netherlands Investment B.V., a Netherland based entity, which is engaged into the business
of packaging films business through its three operational wholly owned subsidiaries based
out in France, Italy, and United Kingdom. These operational entities are into the business
of manufacturing of speciality, nylon, coated and metalized films and laminates. The
products are mainly used as flexible packaging in foods, pharma, and luxury industry.
The acquisition of said entity stands completed on 21st July
2023 and it has become the Wholly owned subsidiary of the Company w.e.f. said date.
6. SHARE CAPITAL
During the year under review, the Company's issued, subscribed and
paid-up equity share capital, stood at INR 43,78,64,130 divided into 43,786,413 equity
shares of INR 10/- each.
The equity shares of the Company are listed with BSE Limited and
National Stock Exchange of India Limited. There are no arrears on account of payment of
listing fees to the said Stock Exchanges. The Promoters and Persons acting in concert with
them holds 74.55% of Total Equity Share Capital of the Company as on 31st March
2023.
7. TRANSFER TO RESERVES
The Company has not transferred any funds to General Reserves out of
the amount available for appropriation.
8. DIVIDEND
The Board of Directors has recommended a dividend of INR 4.30 per
equity share of INR 10 (Rupees Ten each) (43%) for the financial year ended 31st
March 2023. Dividend is subject to approval by shareholder at the ensuing Annual General
Meeting. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if
declared, will be taxable in the hands of the Shareholder at the applicable rates. The
Company shall, accordingly, make the payment of Final Dividend after deduction of Tax at
Source. Regarding the details of procedure for declaration & payment of dividend,
shareholders are requested to refer to the Notice of 49th Annual General
Meeting.
9. CAPITAL EXPENDITURE (STANDALONE)
As on 31st March 2023, the Gross Fixed Assets including
intangible assets stood at INR 1,48,328.47 Lakhs and Net Fixed Assets stood at INR
1,03,874.75 Lakhs. Additions during the year amounted to INR 51,794 Lakhs.
10. CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT
Your Company is deeply committed to upholding the highest standards of
Corporate Governance and continually strives to foster strong trust and relationships with
its shareholders, employees, customers, suppliers, and other stakeholders. Our dedication
to transparency and accountability is reflected in the comprehensive Corporate Governance
section included in the Directors' Report of our Annual Report. This section
encompasses the adherence to Corporate Governance norms as prescribed in the Listing
Regulations 2015, which is further certified by a Practicing Company Secretary.
Furthermore, the Whole-Time Director provides a declaration affirming
compliance with the Company's Code of Conduct,' emphasizing our unwavering
commitment to ethical practices.
By adhering to these robust measures, your Company ensures the
promotion of effective Corporate Governance practices, fostering a culture of integrity
and responsible decision-making throughout the organization.
11. RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Act and Regulation 21 of Listing
Regulations, the Company has constituted a Risk Management Committee which has been
entrusted with the responsibility to assist the Board in (a) approving the Company's
Risk Management Framework and (b) Overseeing all the risks that the
organization faces such as strategic, financial,liquidity, security, regulatory, legal,
reputational and other risks that have been identifiedand assessed to ensure that there is
a sound
Risk Management Policy in place to address such concerns / risks.
The Company has laid down procedures to inform Board members about the
risk assessment and minimization procedures. These procedures are periodically reviewed to
ensure that executive management controls risk through means of a properly defined
framework. The Company has developed a Risk Management Policy for the purpose of
identification and monitoring of such risk, that can be accessed on the Company's
website at https://www.jindalpoly.com/Uploads/image/437imguf_
JindalPolyUpdatedRMCPolicy.pdf .
12. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for Directors and employees in conformation with Section 177(9)
& (10) of the Act and Regulation 22 of SEBI Listing Regulations 2015, to report
concerns about unethical behaviour. This policy is available on the Company's website
at https://www.jindalpoly.com/Uploads/ image/125imguf_WHISTLEBLOWERPOLICY.pdf . During the
year under review, there was no complaint received under this mechanism.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)S
The Company's Board consists of a skilled team, comprising both
executive and non-executive directors. They bring a diverse range of knowledge and
expertise to guide the Company's strategic decisions and achieve its business
objectives while looking out for the interests of stakeholders.
During the year under review, the non-executive directors had no
financial relationships with the Company, except for receiving sitting fees, possible
advisory fees, and reimbursement for meeting-related expenses. The Composition of Board is
in conformity with the applicable provisions of Act and Listing Regulations. a)
Chairman
Mr. Sanjeev Aggarwal (DIN: 00006552), the Independent Director of the
Company, is the regular Chairman of the Board. b) Changes to the Board and KMPs
Positions:
Mr. V K Gupta, Chief Executive Officer of the Company, resigned from
his designation and was hereafter appointed as Chief Executive Officer in JPFL Films
Private Limited w.e.f. 02nd August 2022.
The Board, with effect from 09th August 2022, re-designated
Mr. Sanjeev Saxena (DIN: 07899506), Whole-Time Director to the role of a Non-Executive and
Non-Independent Director.
Mr. Devender Singh Rawat (DIN: 09696674), the Chief Financial Officer
of the Company, has also been appointed as Whole-Time Director of the Company in Board
Meeting dated 09th August 2022. However, he stepped down from both the roles on
15th October 2022, due to personal reasons.
Mr. Shashi Bhushan Shugla (DIN:00149705), resigned from the position of
Non-Executive Director, effective from 15th October 2022.
In accordance with the Board's approval on 15th October
2022, Mr. Vijender Kumar Singhal (DIN: 09763670) joined as a Whole-Time Director and Chief
Financial Officer of the Company.
On 14th November 2022, Mr. Sunit Maheshwari, Company
Secretary & Compliance Officer, concluded his tenure with our Company pursuant to his
retirement from the Company. Ms. Vaishali Singh, Company Secretary by profession (ACS-
15108), has been appointed as the Company Secretary & Compliance Officer of the
Company with effect from 15th November 2022.
Mr. Devinder Kumar Rithaliya (DIN: 01417408) resigned from the position
of Whole-Time Director effective
09th August 2022. Later, in Board meeting dated 09th
August 2023, he has been appointed as an Additional Whole-Time Director, subject to
approval of the shareholders of the Company.
Mr. Punit Gupta (DIN: 00011483), appointed as a Non-Executive Director
effective 15th October 2022, subsequently resigned from the said position on 09th
August 2023, due to personal reasons.
The Act mandates that at least two third of the total number of
directors (excluding independent directors) shall be liable to retire by rotation.
Accordingly, Mr. Sanjeev Saxena (DIN: 07899506), Non-Executive Director being the longest
in the office among the directors liable Annual General Meeting of the Company.
eligible,hasoffered himselfforre appointment in the c) Status of Other Directors
Ms. Sonal Agarwal (DIN: 08212478) has been duly re-appointed as an
Independent Director of the Company, in accordance with the resolution passed through the
Postal Ballot dated 20th July 2023. Her second term commenced on 28th
August 2023 and will conclude on 27th August 2028.
Mr. Sanjeev Aggarwal (DIN: 00006552) holds the position of Independent
Director of the Company. d) Independent Director's Declaration
All Independent Directors have submitted declarations affirming their
independence. They have confirmed their compliance with the requisite criteria as laid out
in the Companies Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
14. NUMBER OF MEETING OF BOARD OF DIRECTORS
Throughout the year 8 (Eight) Board meetings were conducted in respect
of which proper notices agenda and relevant annexures were given and the proceedings were
properly recorded. Insights of these Board meetings, along with the Directors'
attendance records, can be found in the accompanying Corporate Governance Report within
this Annual Report.
15. COMMITTEE DETAILS 15.1. AUDIT COMMITTEE
The Audit Committee's composition meets with requirements of
Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015.
For details of the meetings of the Audit Committee and attendance of the Members, please
refer to Corporate Governance Report attached to this Annual Report.
15.2. NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee's (NRC) composition
meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the
Listing Regulations, 2015. For details of the meetings of the NRC Committee and attendance
of the Members, please refer to Corporate Governance Report attached to this Annual
Report.
15.3. ST AKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee's (SRC) composition
meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of
the Listing Regulations, 2015. For details of the meetings of the SRC Committee and
attendance of the Members, please refer to Corporate Governance Report attached to this
Annual Report.
15.4. RISK MANAGEMENT COMMITTEE
The Risk Management Committee's (RMC) composition meets with
requirements of Regulation 21 of the Listing Regulations, 2015. For details of the
meetings of the RMC Committee and attendance of the Members, please refer to Corporate
Governance Report attached to this Annual Report.
16. POLICY ON BOARD DIVERSITY
Recognizing the vital role of Board diversity in its success, your
Company actively seeks a broad array of expertise encompassing financial acumen, global
business understanding, leadership, technological insight, mergers & acquisitions
knowledge, strategic planning, sales, marketing, and ESG norms. The Board's diversity
policy encapsulates this approach. The Nomination and Remuneration Committee, tasked with
reviewing Board composition, recommends new director
appointmentsandoverseesannualreviewsofBoardeffectiveness. The Committee has formalized a
policy promoting Board diversity, fostering a rich and varied array of directorial
insights.
17. STATEMENT OF BOARD OF DIRECTORS
The Board of Directors of the Company are of the opinion that the
Directors of the Company appointed/re-appointed during the year possesses integrity,
relevant expertise and experience (including the proficiency) required to best serve the
interest of the Company. The Directors have confirmed compliance of relevant provisions of
Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.
18. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Company follows a well-structured induction programme for
orientation and training of Directors at the time of their joining so as to provide them
with an opportunity to familiarise themselves with the Company, its management, its
operations and the industry in which the Company operates.
At the time of appointing a Director, a formal letter of appointment is
given to him/her, which inter alia explains the role, function, duties and
responsibilities expected of him/her as a Director of the Company. The Director is also
explained in detail the Compliance required from him/ her under the Companies Act, 2013,
the Listing Regulations and other relevant regulations and affirmation taken with respect
to the same. The induction programme includes:
<p >1) For each Director, a one-to-one discussion with the Chairman and
Managing Director to familiarise the former with the Company's operations.
2) An opportunity to interact with the CEO, CFO & Company
Secretary, business heads and other senior officials of the Company, who also make
presentationsto briefingthem on the operations Boardmembersonaperiodicalbasis, of
the Company, strategy, risks, new initiatives, etc.
The details of the familiarisation programme may be accessed on the
Company's corporate website at https://www.jindalpoly.
com/Uploads/image/483imguf_JPFL_FAMILIARIZATION-PROGRAMME-FOR-ID-FY23(2).pdf.
19. PERFORMANCE EVALUATION OF THE BOARD AND ITS' COMMITTEES
DIRECTORS
In terms of provisions of Companies Act, 2013 read with the Rules
issued thereunder and Listing Regulations, the Board has adopted a formal mechanism for
evaluating the performance of its Board, Committees and individual Directors, including
the Chairman of the Board. Further, a structured performance evaluation exercise was
carried out based on criteria such as:
Board/Committees composition.
Structure and responsibilities thereof.
Ethics and Compliance.
Effectiveness of Board processes.
Participation and contribution by members.
Information and functioning.
Specific Competency and Professional Experience /Expertise.
Business Commitment & Organizational Leadership.
Board/Committee culture and dynamics; and
Degree of fulfilment of key responsibilities, etc.
The performance of Board, Committees thereof, Chairman, Executive and
Non-Executive Directors and individual Directors is evaluated by the Board. The
Independent Directors of the Company have also convened a separate meeting for this
purpose. The results of such evaluation are presented to the Board of Directors.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, based on
the assurance given of the business operations, to the best of their knowledge and
ability, confirm that: i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material departures. ii.
they have, in the selection of the accounting policies, consulted the Statutory Auditors
and have applied their recommendations consistently and made judgements 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 financial year and of the profit of the Company for that period.
iii. they have taken proper and sufficient care to the best of their knowledge and
ability, for the maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities. iv. they have prepared the annual accounts on a
going concern basis. v. they have laid down internalfinancialcontrols to be followed by
the Company and that such internal financial controls were adequate and operating
effectively; and vi. they have devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
21. REMUNERATION POLICY
The Remuneration Policy, inter-alia, includes remuneration structure
& components, etc. of the Directors, KMPs and other senior management personnel of the
Company. The Remuneration Policy contains provisions about the payment of fixed
& variable components of remuneration to the Whole-Time Director
and payment of sitting fee & commission to the non-executive Directors and describes
fundamental principles for determination of remuneration of senior management personnel
and other employees. In pursuance of the provisions of Section 178 of the Companies Act,
2013 and SEBI Listing Regulations 2015, the Company has formulated a Remuneration Policy
which is available at Company's website https://www.jindalpoly.com/Uploads/
image/115imguf_Remuneration-Policy.pdf.
22. DIVIDEND DISTRIBUTION POLICY
Under the regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, the
Company has formulated a dividend distribution policy which aims to
maintain a balance between profit retention and a fair, sustainable and consistent
distribution of profits among its members. The policy sets out the parameters and
circumstances that will be taken into account by the Board in determining the distribution
of dividend to its shareholders. The policy is available on the website of the Company
under Investor Relations' section at
https://www.jindalpoly.com/Uploads/image/337imguf_ JPFLDividend-Distribution-policy.pdf .
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a constituent of B.C. Jindal Group, your Company's commitment
to Corporate Social Responsibility (CSR) and societal sustainable development is
unwavering. A specialized CSR Committee ensures every Board decision considers its social
and environmental implications. Our adherence to Section 135 of the Companies Act, 2013,
and the CSR Policy Rules, 2014, is demonstrated through the implementation of a
comprehensive CSR policy. This policy, accessible on our website at the
https://www.jindalpoly.com/Uploads/image/442imguf_JPFLCSRPolicy_16.02.2023.pdf , guides
our CSR initiatives.
The CSR section of this Annual Report meticulously documents our
year's initiatives. Compliance with the CSR Policy Rules, 2014 is outlined in a
detailed report in Annexure - II. For additional CSR Committee details, please
refer to the enclosed Corporate Governance Report.
24. AUDITORS a) Statutory Auditors
At the 48th Annual General Meeting (AGM), the Members of the
Company approved the reappointment of Singhi & Co.
Chartered Accountants, as Statutory Auditors of the Company for a
second term of five years from the conclusion of
48th AGM till the conclusion of 53rd AGM of the
Company to be held in the year 2027, to examine and audit the accounts of the Company.
The Auditors' Report and Notes on Accounts for the financial year
2022-23 are self-explanatory and therefore do not call for any further comments. There are
no observations (including any qualification, reservation, adverse remark or disclaimer)
of the Auditors in their Audit Report that may call for any explanation from the
Directors. Further, the notes to accounts referred to in the Auditor`s Report are
self-explanatory.
During the year, the Auditor had not reported any matter under Section
143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
Section 134(3) of the Companies Act, 2013. b) Secretarial Auditors
In pursuance of the provisions of Section 204 of the Companies Act,
2013, the Board of Directors of the Company had appointed M/s DMK Associates, Practicing
Company Secretaries for conducting secretarial audit of the Company for the financial year
2023-24.
There are no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Secretarial
Auditor in Secretarial Audit Report that may call for any explanation
from the Directors. The said Secretarial Audit Report is annexed as Annexure - III
to this Report.
During the year, the Auditor had not reported any matter under Section
143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
Section 134(3) of the Companies Act, 2013.
c) Cost Auditors
The Board of Directors of the Company had appointed M/s. R. J. Goel
& Co., Cost Accountants for conducting audit of cost accounts of the Company, as
applicable, for the financial year 2022-23. The Company has maintained the cost records as
specified by the Central Government under sub-section (1) of section 148 of the Companies
Act, 2013, as required by the Company and such accounts and records are made and
maintained as per rule 8(5)(ix) of the Companies Accounts Rules, 2014.
There are no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Cost Auditors in their Cost Audit Report that may
call for any explanation from the Directors.
During the year, the Auditor had not reported any matter under Section
143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
Section 134(3) of the Companies Act, 2013.
In accordance with the Business Transfer Agreement executed during the
financial year, the Company transferred its
Packaging Film Business to JPFL Films Private Limited, a subsidiary.
Subsequent to this transition, the Harmonized
System Nomenclature (HSN) code associated with our remaining
manufacturing operations, specifically pertaining to non-woven fabrics, is not enumerated
within the ambit of specified goods' as specified by the Central Government.
Consequently, the Company now stands exempt from the mandates of cost
audit as prescribed under Section 148 of the Companies Act 2013.
d) Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013,
the Board had appointed M/s. B.K. Shroff &
Co., Chartered Accountants (FRN 302166F) as Internal Auditors for
conducting the Internal Audit of the Company for the financial year 2023-24.
25. SECRETARIAL STANDARDS
During the year, the Company has complied with applicable Secretarial
Standards issued by the Institute of the Company Secretaries of India.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
With reference to Section 134(3)(h) of the Companies Act, 2013, all
contracts and arrangements with related parties under Section188(1) of the Act, entered
into by the Company during the Financial Year, were in the ordinary course of business and
on an arm's length basis. The details of the Related party transactions (RPTs) as
required under Accounting Standard are set out in Note 40 to the Standalone Financial
Statements forming part of this Annual Report. No Material Related Party Transactions,
i.e., Transactions amounting to ten percent or more of the annual consolidated turnover as
per the last Audited Financial Statements, were entered during the year by your Company.
Accordingly, the disclosure of Related Party
Transactions to be provided under section 134(3)(h) of the Companies
Act, 2013, in Form AOC 2 is not applicable. During the year 2022-23, pursuant to
section 177 of the Act and regulation 23 of Listing Regulations, 2015, all RPTs were
placed before the audit committee for its approval. All RPTs during the year were
conducted at arms' length and were in the ordinary course of business. Prior omnibus
approval of the Audit Committee has been obtained for the transactions which are of
foreseen and repetitive nature. The transactions entered into pursuant to the omnibus
approval are presented to the Audit Committee by way of a statement giving details of all
related party transactions. The Company has developed a Related
Party Transactions Policy for the purpose of identification and
monitoring of such transactions and can be accessed on the
Company's website at
https://www.jindalpoly.com/Uploads/image/114imguf_Policy-on-Related-Party-Transactions.pdf
.
27. INTERNAL FINANCIAL CONTROLS SYSTEMS
The Company has policies and procedures in place for ensuring orderly
and efficient conduct of its business including adherence to the Company's policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information. The internal financial control is designed to ensure that the
financial and other records are reliable for preparing Financial
Statements and other data, and for maintaining accountability of
persons. The audit observations and corrective action, if any, taken thereon are
periodically reviewed by the Audit committee to ensure effectiveness of the Internal
Financial Control
System.
28. PUBLIC DEPOSITS
The Company has not accepted deposit from the public within the ambit
of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014.
29. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to regulations 34 of the Listing Regulations,
Management's Discussion and Analysis Report for the year is presented in a separate
section forming part of the Annual Report.
30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In today's world, enterprises are recognized as pivotal elements
of our social system. They hold a responsibility not only to their shareholders in terms
of revenue and profitability, but also to the wider society which equally stands as a
stakeholder.
The Business Responsibility and Sustainability Report (BRSR) serves to
disclose the Company's performance in alignment with the nine principles of the
"National Guidelines on Responsible Business Conduct" (NGRBCs). According to
SEBI
Circulars, effective from the fiscal year 2022-23, the compilation and
submission of the BRSR is compulsory for the top one thousand listed companies based on
market capitalization, a criterion your Company comfortably meets. The BRSR detailing the
Company's initiatives from an environmental, social, and governance standpoint,
formatted as mandated by SEBI, is annexed to this Report.
31. INDIAN ACCOUNTING STANDARDS, 2015
The annexed Financial Statements comply in all material aspects with
Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies
(Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.
32. CHANGE IN NATURE OF BUSINESS, IF ANY
The Company had transferred its Packaging Films Business through
Business Transfer Agreement to JPFL Films Private Limited, a subsidiary of the Company on
02nd August 2022.
33. FIRE AT NASIK PLANT OF SUBSIDIARY COMPANY
On 1st January 2023, an unfortunate fire accident took place
at the plant of the, JPFL Films Private Limited (JFPL), subsidiary of the Company situated
at 28th Km Stone, Nashik Igatpuri Road NH-3, Village Mundegaon, Taluka
Igatpuri, Distt. Nashik,
Maharashtra, India. JFPL has written off book value of property, plant
and equipment and inventory aggregating of INR 22,697 Lakhs damaged in fire. JFPL is in
process to lodge claim with the insurance Company. The insurance appointed two surveyors
to assess the loss. Insurance Claim shall be accounted for in the Books of Accounts as and
when claim shall be accepted by the insurance Company.
34. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with Section 125 of the Companies Act, 2013, the Company
has been transferring relevant amount of unpaid or unclaimed amounts and shares that have
exceeded a seven-year period, to the Investor Education and Protection Fund (IEPF) on
their respective due dates.
As stipulated by the Investor Education and Protection Fund
(Accounting, Audit, Transfer & Refund) Rules, 2016, the Company has made the details
of the unclaimed and unpaid amounts currently held by the Company available on the
Ministry of Corporate Affairs' w ebsite. Shareholders are encouraged to review the
Notice of the Annual General Meeting for details on the amounts and respective shares
projected to be transferred to the IEPF in the forthcoming year.
35. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft
Annual Return of the Company in the prescribed form as on 31st March 2023 is
available on the website of the Company at https://www.jindalpoly.com/download-reports .
36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company have duly complied with the provision of Section 186 of the
Companies Act, 2013 during the year under review. The details of loans, guarantees and
investments are covered in the notes to the Financial Statements.
37. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information pursuant to the provisions of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating
to conservation of energy, technology absorption & foreign exchange earnings and outgo
is given by way of Annexure- V to this Report.
38. EMPLOYEE STOCK OPTION, SWEAT EQUITY AND EQUITY SHARES WITH
DIFFERENTIAL VOTING RIGHTS
The Company did not issue any Employee Stock Options, Sweat Equity
Shares and Equity Shares with differential voting rights during the year 2022-23.
39. PARTICULARS OF EMPLOYEES AND REMUNERATION
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of
the employees drawing remuneration in excess of the limits set out in the said Rules are
provided as Annexure IV. Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014)
Having regard to the provisions of the first proviso to Section 136(1)
of The Companies Act, 2013 and as advised, the Annual
Report excluding the aforesaid information is being sent to the members
of the Company. The said information is available for inspection on all working days,
during business hours, at the Registered Office of the Company. Any member interested in
obtaining a copy of the same may write to the Company Secretary at cs_jpoly@Jindalgroup.com.
40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy on prevention of Sexual Harassment at
workplace. This policy is in line with the requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules
thereunder for prevention and redressal of complaints of sexual harassment at workplace.
As per the said Policy, an Internal Complaints Committee is also in
place to redress complaints received regarding sexual harassment. There was no complaint
received from any employee during the financial year 2022-23.
41. CASH FLOW ANALYSIS
In compliance with the provisions of Regulation 34 of the Listing
Regulations, 2015, the Cash Flow Statement for the year ended 31st March 2023
forms part of this Annual Report.
42. INDUSTRIAL RELATIONS
During the year under review, harmonious industrial relations were
maintained in your Company.
43. SAFETY, HEALTH AND ENVIRONMENT (SHE) MEASURES
Protection of the environment is the prime concern of your Company.
Your Company complies with the relevant laws and regulations as well as takes additional
measures considered if necessary to prevent pollution, maximize recycle, reduce waste,
discharges and emissions.
44. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS orders
were passed Duringtheyearunderreview,no significant by the regulators or the Courts or the
Tribunals impacting the going concern status and the Company's operations in future.
45. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL
POSITION OF THE COMPANY
There were no other material changes / commitments affecting the
financial position of the Company or that may require disclosure, between 31st
March 2023, and the date of Board's Report.
46. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE,2016
Pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016,
there is one case pending against the Company in
NCLT Allahabad filed by an operational creditor. The matter is sub
judice and there is no material impact of this case on the
Company.
47. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
No such event has occurred during the year under review.
48. ACKNOWLEDGEMENT
Your directors would like to sincerely express their gratitude to the
financial institutions, banks, and various state and central government authorities for
their invaluable cooperation extended to the Company. They also wish to extend their
heartfelt thanks to our shareholders, customers, suppliers, and distributors for the
unwavering confidence they have placed in the
Company. The dedication and contributions of our employees have been
instrumental in achieving our remarkable results. Our directors take this opportunity to
express their deep appreciation to them and encourage them to uphold their commitment to
excellence in the years ahead.
|