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JINDAL POLY FILMS LTD. · PDF file | 3 | ANNUAL REPORT 2017-2018 JINDAL POLY FILMS LIMITED CIN...

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  • �"� JINDAL POLY FILMS LTD. PlotNo.-12, Sector-B-1, Local Shopping Complex, Vas ant Kunj,

    JPFL/DE-PT/SE/2018-19/

    The Manager (Listing) Bombay Stock Exchange Limited Phiroze Jee_jeebhoy Towers, Dalal Street, Mumbai-400 001

    Scrip Code: 500227

    New Delhi-110070 (INDIA) Phone: 011-26139256 (10 Lines) Fax :(91-11)26125739 Web. : www.jindalgroup.com

    12th October, 2018

    The Manager (Listing) National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Sandra - Kurla Complex Mumbai-400 051 Scrip Code: JINDALPOL Y

    Sub: Submission of Annual Report

    Dear Sir,

    Please find enclosed herewith Annual Report for the Financial Year 2017-18 as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    You are requested to take note of the same .

    ...---��� Sanjeev Kumar

    Company Secretary ACS-18081

    Encl. Na

    Regd. Office : 19th K.M. Hapur Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr (U.P.)

    CIN: L 17111UP1974PLC003979

  • | 1 | ANNUAL REPORT 2017-2018

    JINDAL POLY FILMS LIMITED

    CIN No. : L17111UP1974PLC003979

    COMPANY INFORMATION

    BOARD OF DIRECTORS : MR. R.K. PANDEY, CHAIRMAN & INDEPENDENT DIRECTOR : MR. PRAKASH MATAI, INDEPENDENT DIRECTOR : MR. RATHI BINOD PAL, WHOLE TIME DIRECTOR : MR. SANJEEV SAXENA, WHOLE TIME DIRECTOR : MR. SAGATO MUKERJI, WHOLE TIME DIRECTOR : MRS. SONAL AGARWAL, INDEPENDENT DIRECTOR : MS. SHAKSHI GUPTA, NON EXECUTIVE DIRECTOR

    CHIEF FINANCIAL OFFICER : MR VINAY JINDAL

    COMPANY SECRETARY & COMPLIANCE OFFICER : MR SANJEEV KUMAR

    AUDITORS : SINGHI & CO CHARTERED ACCOUNTANTS

    BANKERS : PUNJAB NATIONAL BANK : STATE BANK OF INDIA : AXIS BANK LIMITED : ICICI BANK LIMITED : AKA AUSFUHRKREDIT-GESELLSCHAFT, MBH : COMMERZ BANK AKTIENGESELLSCHAFT : HDFC BANK LIMITED : EXPORT IMPORT BANK OF INDIA : ING BANK, A BRANCH OF ING DIBA AG : SOUTH INDIAN BANK LTD. : RBL BANK LIMITED : IDFC BANK LIMITED

    REGISTERED OFFICE : 19th K.M. HAPUR-BULANDSHAHR ROAD P.O. GULAOTHI DISTT. BULANDSHAHR (U.P) - 203408

    CORPORATE OFFICE : PLOT NO. 12, SECTOR B-1, VASANT KUNJ, LOCAL SHOPPING COMPLEX, NEW DELHI - 110070

    INTERNAL AUDITORS : M/S B K SHROFF & CO. CHARTERED ACCOUNTANTS, DELHI.

    SECRETARIAL AUDITORS : M/S DMK ASSOCIATES, PRACTISING COMPANY SECRETARIES, NEW DELHI

    WORKS (Plants)

    1. Packaging Films Unit : 28th K.M., Nasik-Bombay Highway, Village Mundegaon, Igatpuri, Distt. Nashik, Maharashtra

    2. PPD (Photo graphic Unit) 260/23, Sheetal Industrial Estate Demani Road, Dadra–396193 Dadra & Nagar Haveli (U.T.)

    3. Global nonwoven: 28th K.M., Nasik-Bombay Highway Village Mundegaon, Igatpuri, Distt. Nashik, Maharashtra

  • | 2 | ANNUAL REPORT 2017-2018

    JINDAL POLY FILMS LIMITED

    CIN No. : L17111UP1974PLC003979

    44th ANNUAL REPORT 2017-18

    ANNUAL GENERAL MEETING ON SATURDAY, 29TH SEPTEMBER, 2018

    AT THE REGISTERED OFFICE AT 11:30 A.M

    Contents Sr. No. Particulars Page No.

    1 Notice of Annual General Meeting 3

    2 Report on Corporate Governance 13

    3 Management’s Discussion & Analysis 28

    4 Directors’ Report 31

    5 Independent Auditors’ Report on Standalone Financial Statements 56

    6 Standalone Balance Sheet 61

    7 Standalone Profit & Loss Account 62

    8 Standalone Cash Flow Statement 65

    9 Significant Accounting Policies and Notes on Financial Statements 66

    10 Notes to the Standalone Financial Statements 76

    11 Independent Auditors’ Report on Consolidated Financial Statements 114

    12 Consolidated Balance Sheet 118

    13 Consolidated Profit & Loss Account 119

    14 Consolidated Cash Flow Statement 123

    15 Notes to the Consolidated Financial Statements 124

    16 Form AOC-1 of Subsidiaries and Associates 178

    17 Proxy From 181

    18 Attendance Slip 183

    19 Route Map for Venue of the AGM 184

  • | 3 | ANNUAL REPORT 2017-2018

    JINDAL POLY FILMS LIMITED

    CIN No. : L17111UP1974PLC003979

    NOTICE

    Notice is hereby given that the 44th Annual General Meeting of the members of JINDAL POLY FILMS LIMITED will be held as scheduled below :-

    Date : Saturday, 29thday of September, 2018

    Time : 11:30 A.M.

    Venue : At Company’s Registered Office: 19th K.M., Hapur-Bulandshahr Road, P.O.-Gulaothi, Distt-Bulandshahr (U.P.)

    To transact the following business:

    ORDINARY BUSINESS

    1. Adoption of the Audited Standalone and Consolidated Financial Statements of the Company

    To receive, consider and adopt

    a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2018 including the Audited Balance Sheet as at March 31, 2018 and the Statement of Profit & Loss for the year ended on that date to gether with the Reports of the Board of Directors and Auditors thereon; and

    b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2018 including the Audited Consolidated Balance Sheet as at March 31, 2018 and the Consolidated Statement of Profit & Loss for the year ended on that date together with the Reports of the Auditors thereon.

    2. To declare dividend of Re. 1 per equity share, for financial year 2017-18 on the equity shares of the Company.

    3. To appoint a Director in place of Ms. Shakshi Gupta (DIN 07388012) who retires by rotation and being eligible, offers herself for re-appointment.

    SPECIAL BUSINESS

    ITEM NO. 4 TO APPOINT MR. SAGATO MUKERJI (DIN 06465901) AS A DIRECTOR.

    To consider and if thought fit, to pass with or withoutmodifications, the following resolution as an OrdinaryResolution:

    RESOLVED THAT pursuant to the provisions of Sections 152,160 and 161 read with and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and applicable provisions of the SEBI (LODR), Regulation, 2015, Mr. Sagato Mukerji (DIN 06465901), who was appointed as an Additional Director in the meeting of the Board of Directors of the Company held on 28th August, 2018 and who holds office as such upto the date of Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is here by appointed as a Director of the Company w.e.f 28th October, 2018 and he is liable toretire by rotation.

    ITEM NO. 5 TO APPOINT MR. SAGATO MUKERJI(DIN 06465901) AS A WHOLE-TIME DIRECTOR.

    To consider and, if thought fit to pass, with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

    “RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the Company be and is hereby accorded to the appointment of Mr. Sagato Mukerji (DIN 06465901) as a Whole time Director of the Company, for a period of 5 (Five) years with effect from 28th August, 2018, on the terms and conditions including remuneration as set out in the Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board”) which term shall be deemed to include any committee of the Board to alter, change and vary the terms and conditions of the said appointment and / or remuneration as it may deem fit and as may be acceptable to Mr. Sagato Mukerji subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re- enactment thereof;

    RESOLVED FURTHER THAT the perquisites as above shall be evaluated as per Income-tax Rules wherever applicable in the absence of any such rules, perquisites shall be evaluated at actual cost. Provision for use of Company’s Car for official duties, Reimbursement of Conveyance, Maintenance and Driver Expenses under the Car Scheme of the Company and Telephone at residence (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites.

  • | 4 | ANNUAL REPORT 2017-2018

    JINDAL POLY FILMS LIMITED

    CIN No. : L17111UP1974PLC003979

    RESOLVED FURTHER THAT notwithstanding anything to the contrary herein contained where in any financial year, during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary and perquisites as specified in Section II of Part II of Schedule-V to the Companies Act, 2013, as may be amended from time to time.

    ITEM NO. 6. TO APPOINT MRS. SONAL AGARWAL (DIN 08212478) AS AN INDEPENDENT DIRECTOR

    To consider and if thought fit, to pass with or withoutmodifications, the following resolution as a Special Resolution:

    RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s)thereof, for

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