To,
The Members of
C.J.Gelatine Products Limited
(CIN: L24295MH1980PLC023206)
Your Directors have pleasure in presenting the 44th Annual Report and Audited Financial Statements of your Company for the year ended March 31, 2024.
Financial Highlights
(Rs. in Lakhs except EPS)
1. STATE OF COMPANY'S AFFAIRS:
During the financial year under review, the total Income (including other income) of the Company was Rs. 4113.00/- Lakh against Rs. 3739.73/- Lakhs in the previous year. The Company has earned a Net Profit / (Loss) of Rs. (193.72)/- Lakhs as compared to Net Profit (After Tax) of Rs. 22.93/- Lakhs in the previous year. The declined in net profit is majorly due to exceptional item which represent employee retirement benefits recognized based on actuary reports.
Your directors are continuously looking for avenues for future growth of the Company.
2. DIVIDEND:
Your directors do not recommend any dividend for the financial year ended March 31, 2024.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013:
For the financial year ended March 31, 2024, the Company has transferred Rs. (193.72)/- Lakhs Deficit Balance in Statement of Profit and Loss under Reserves and Surplus head.
4. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARDS' REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the financial year to which these financial statements relate and on the date of this report.
5. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company during the year.
6. WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN U/S 92(3) HAS BEEN PLACED:
In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3) of the Companies Act, 2013, the copy of Annual Return under section 92(3) is hosted on the Company's website viz. www.cjgelatineproducts.com
7. MEETINGS OF THE BOARD OF DIRECTORS:
During the year ended March 31,2024, Five (05) Board Meetings were held on 27/05/2023, 12/08/2023, 11/11/2023, 14/02/2024 and 30/03/2024.
8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:
As on March 31,2024, the Company does not have any Subsidiary / Joint Venture / Associate Companies.
Further no Company has become or ceased to be Subsidiaries, Joint Ventures or Associate Company, during the financial year under review.
9. PERFORMANCE OF SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES: Not applicable
10. DIRECTORS:
(A) Changes in Directors, Key Managerial Personnel and Senior Management:
During the financial year under review and upto the date of this report, following changes have occurred in the Constitution / Composition:
• Mr. Satish Chander Mathur (DIN 02847887), Mr. Harish Pande (DIN 01575625) and Mr. Rajesh Kantilal Divetia (DIN 10253214) were appointed as Independent Directors of the Company at the 43rd Annual General Meeting of the Company held on September 23, 2023 and they hold their office with effect from conclusion of 43rd Annual General Meeting.
• Mr. Vikas Gupta (DIN: 03603519), Mr. Sandeep Singh (DIN: 03603531) and Mr. Amarjot Singh (DIN: 07115513), Independent Directors of the Company were vacated their office on completion of tenure as Independent Directors of the Company on closure of the business hours of March 31, 2024.
• Mr. Mayank Lashkari (M. No.: A34448) had resigned from the office of Company Secretary and Compliance Officer of the Company with effect from the closure of the business hours of April 8, 2024 due to personal reason.
• Mr. Harman Singh (DIN 01406962 and ACS M. No.: A25877) had resigned from the office of Chief Financial Officer of the Company with effect from the closure of the business hours of April 8, 2024 and appointed as Company Secretary and Compliance Office of the Company with effect from April 9, 2024. Further, he will continue to act as Director of the Company.
• Mr. Munna Lal Sharma has been appointed as a Chief Financial Officer of the Company with effect from April 9, 2024.
• There is no change in senior management.
Further, at the 41st Annual General Meeting of the Company duly held on September 25, 2021, Mr. Harman Singh (DIN 01406962) was appointed as an Executive Director of the Company with effect from September 25, 2021 for a period of 3 years and Mr. Jaspal Singh (DIN 01406945) was re-appointed as Chairman and Managing Director of the Company with effect from February 17, 2022 for a period of 3 years. The term of both the officials is being completed during the Financial Year 2024-2025.
Hence, pursuant to provisions of the Companies Act, 2013 and Rules made thereunder and pursuant to various Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company requires approval of Shareholders for appointment / re-appointment of a person on the Board of Directors within three months from the date of such appointment / re-appointment. Hence, based on recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company proposes the reappointment of Mr. Harman Singh (DIN 01406962) as an Executive Director of the Company and Mr. Jaspal Singh (DIN 01406945) as Chairman and Managing Director of the Company for a term of 3 (three) consecutive years with effect from date of 44 th Annual General Meeting.
Also, Mrs. Jasneet Kaur (DIN: 06995139), Woman Director of the Company, is being retired by rotation at the 44th Annual General Meeting and being eligible offer herself for reappointment.
The Board of Directors recommends the aforesaid appointment / re-appointment.
The necessary details / disclosure of the proposed appointments/reappointment is part of Notice of the 44th Annual General meeting read with Explanatory Statement enclosed with the said Notice.
(B) Declaration by Independent Directors:
All the Independent Directors have submitted to the company, declarations to the effect that they meet the criteria of Independence as specified/provided in Section 149 of the Companies Act, 2013 and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, in terms of the Regulation 25(8) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
A separate meeting of Independent Directors of the Company was conducted on February 14, 2024 in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company were present at the meeting.
(C) Opinion of the Board with regard to integrity, expertise and experience of the Independent Director appointed during the year:
The persons appointed as Independent Directors of the Company holds the requisite integrity, expertise and experience in the specific area.
(D) Formal Annual Evaluation:
Pursuant to the provisions of section 134 (3)(P) of the Companies Act, 2013 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and Non-Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.
11. AUDITORS:
(A) Statutory Auditors:
M/s SPARK & Associates Chartered Accountants LLP (Firm Registration Number: 005313C/C400311), were appointed as the Statutory Auditors of the Company for term of five consecutive years to hold office from the conclusion of the 39th Annual General Meeting held on September 30, 2019 until the conclusion of the 44th AGM to be held in the financial year 2024-2025, being the maximum permissible first term.As the first term of the Statutory Auditors of the Company will be expired at the forthcoming AGM, hence, subject to the approval of the Members, the Audit Committee and the Board of Directors of the Company have recommended the re-appointment of M/s SPARK & Associates Chartered Accountants LLP (Firm Registration Number: 005313C/C400311), as the Statutory Auditors of the Company for second term for a period of five consecutive years commencing from the conclusion of 44th AGM to be held on September 21, 2024 till the conclusion of 49th AGM to be held in the financial year 2029-2030 pursuant to Section 139 of the Act. Requisite Resolution regarding their appointment is included in the Notice of ensuing AGM for approval by the Members.
M/s SPARK & Associates Chartered Accountants LLP (Firm Registration Number: 005313C/C400311), have confirmed their eligibility and qualification as required under the provisions of the Company Act, 2013 read with Rules made thereunder and in accordance with applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for holding the office as the Statutory Auditors of the Company.
The Board of Directors places on record its appreciation of the valuable services rendered by M/s SPARK & Associates Chartered Accountants LLP (Firm Registration Number: 005313C/C400311), as the Statutory Auditors of the Company in their first term. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer for the financial year ended March 31, 2024. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board. The Auditors' Report for the financial year ended, March 31, 2024 is annexed herewith for your kind perusal and information. The notes on financial statements are self-explanatory.
(B) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s M M Chawla & Associates, Company Secretary in Practice (FCS 67, CP 716), to undertake the secretarial audit of the Company. Secretarial Audit Report for the financial year 2023-24 in the prescribed Form MR-3 is attached as Annexure-I to this report.
There are no qualifications or adverse remarks in the Secretarial Audit Report for the financial year ended March 31, 2024.
(C) Cost Auditors:
During the reporting period, the provisions of the Cost Audit / Cost Audit Report are not applicable to the Company.
12. ANNUAL SECRETARIAL COMPLIANCE REPORT:
Pursuant to Regulation 24A of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for the financial year 2023-24 issued by M/s M M Chawla & Associates, Company Secretary in Practice (FCS 67, CP 716) is attached as Annexure-II to this report.
13. LOANS, GUARANTEES AND INVESTMENTS:
The Company has not given any loan to any person or other body corporate, or given any guarantee or provided security in connection with a loan to any other body corporate or person, or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, during the financial year under review.
14. RELATED PARTY TRANSACTIONS:
During the financial year under review, the Company has not entered into any contracts / arrangements / transactions with its related parties under Section 188(1) of the Companies Act 2013.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the reporting period, the provisions of the CSR are not applicable to the Company.
16. CONSERVATION OF ENERGY:
In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant information about Conservation of Energy are as follows:
(i) The steps taken or impact on conservation of energy:
• Installation of new energy efficient chilling equipment.
• Replaced old pumps with energy efficient new pumps.
• Regular and Halogen lights are being replaced phase-wise in selective areas by LED lights for energy saving.
On implementation of the above, the Company expects to substantially benefit in saving power and water consumption at various stages of the production cycle.
(ii) the steps taken by the Company for utilizing alternate sources of energy:
• Study on use of other alternate fuel for boiler in order to reduce energy cost.
• Replacement of existing air compressors with few new energy efficient air compressors.
• Studying feasibility of PPA for solar/ hybrid energy for electricity generation.
• Studying feasibility of using ancillary equipment that could help in reducing cost of chemicals, electricity saving and downtime of pivitol utility equipment.
(iii) the capital investment on energy conservation equipments: The Company has spent an amount of Rs. 16.52 Lakhs as capital expenditure on energy saving equipment during the year 2023-24.
17. TECHNOLOGY ABSORPTION:
In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant information about Technology Absorption are as follows:
(i) the efforts made towards technology absorption & the benefits derived like product improvement, cost reduction, product development or import substitution: NA
As the company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.
(ii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported: Nil
(b) the year of import: Nil
(c) whether the technology been fully absorbed: Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil
(iii) the expenditure incurred on Research and Development: Nil
18. FOREIGN EXCHANGE EARNINGS AND OUTGO:
In terms of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under, relevant information about Foreign Exchange Earnings and Outgo are as follows:
(i) The Foreign Exchange earned in terms of actual inflows during the year: Nil
(ii) The Foreign Exchange outgo during the year in terms of actual outflows: Nil
19. RISK MANAGEMENT:
The Board of Directors and Management of the Company has evaluated the various risks faced by the Company and suggests steps to be taken to control and mitigate the same through a properly defined framework to sustain the operations of the Company for the foreseeable future.
Some of the key risk areas identified for mitigation and corrective action include:
• Crushed Bone availability and pricing patterns;
• Impact of the high cost of Crushed Bone on the cost of production;
• Water scarcity for operational requirements;
• Coal Prices & Availability; and
• Energy Charges.
20. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place adequate Internal Financial Controls with reference to financial statements.
21 DETAILS OF FRAUDS REPORTABLE U/S 143(12):
During the financial year under review, there is no fraud being or has been committed in the Company or against the Company by officers or employees of the Company, which are reportable by the Auditors to the Central Government or to the Board or to the Audit Committee under Section 143(12) of the Companies Act, 2013; Therefore, no disclosure required in this regard.
22. DEPOSITS:
Your directors state that no disclosure or reporting is required in respect of details relating to deposits covered under Chapter V of the Act, because there were no transactions on these items during the financial year under review.
23. DETAILS OF MONEY/UNSECURED LOAN ACCEPTED UNDER RULE 2(11(0.
During the financial year under review, the Company has accepted unsecured loan from the Managing Director of the Company and there is an outstanding balance of Rs. 5,04,00,000/- (Rupees Five Crore and Four Lakh only) as on March 31,2024.
24. GENERAL DISCLOSURES:
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of Bonus Shares and/or Right Shares.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of Sweat Equity Shares.
4. Issue of shares through/ under the Employee Stock Option Scheme.
5. Detailed reasons for revision of financial statement or Board's Report.
6. Buy Back of Shares.
25. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the financial year under review, no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
26. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 and loss 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; and
(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.
(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.
27. COMPLIANCES OF SECRETARIAL STANDARDS:
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
28. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE
The Company has complied with the provision relating to the constitution/ re-constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Further during the financial year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
29. VIGIL MECHANISM:
As per provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 and Rules made thereunder, the Company has established a Vigil Mechanism for Directors and Employees to report their genuine concerns/ grievances, and said mechanism is overseen by the Audit Committee of the Company and the Company has also made provisions for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
30. COMMITTEES OF THE BOARD:
The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For details namely composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report.
31. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 & REMUNERATION POLICY:
Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013, the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions.
The policy of the Company on Directors' appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a Director and other matters, as required under Section 178(3) of Companies Act, 2013 is available on our website i.e. www.cjgelatineproducts.com.
32. DISCLOSURE ON RECEIVING OF REMUNERATION OR COMMISSION FROM ANY HOLDING OR SUBSIDIARY COMPANY:
Not applicable.
33. DISCLOSURE PURSUANT TO SECTION 197 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
(Note: Median Remuneration of the Employee is Rs. 2,78,102/-)
(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager if any, in the financial year:
> There were no increase in the remuneration of Mr. Jaspal Singh (DIN: 01406945), Managing Director.
> Remuneration of Mrs. Jasneet Kaur (DIN: 06995139), Director of the Company has been increased to 33.33%.
> Remuneration of Mr. Harman Singh (DIN: 01406962), Director and Chief Financial Officer of the Company has been increased to
0.66%.
(iii) The percentage increase in the median remuneration of employees in the financial year: 8.49%
(iv) The number of permanent employees on the rolls of Company (As on 31-03-2024): 78
(v) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
(Rs. in Lakhs)
(vi) The Company affirms that the remuneration is as per the remuneration policy of the Company.
34. PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
List of top ten employees in terms of remuneration drawn is attached as Annexure-III to this report.
There was no employee who in terms of remuneration drawn:
i. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not more than one crore and two lakh rupees;
ii. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not more than eight lakh and fifty thousand rupees per month;
iii. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not more than two percent of the equity shares of the company.
35. LISTING OF EQUITY SHARES AND LISTING FEES:
The Company's shares are listed at BSE Limited (Formerly Bombay Stock Exchange), which provides a wider access to the investors nationwide.
The Company has paid the annual listing fees up to March 31,2024 to the BSE Ltd and Annual Custody / Issuer Fees to National Securities Depository Limited and Central Depository Services (India) Limited upto March 31, 2024.
36. SHARES IN SUSPENSE ACCOUNT AND UNCLAIMED SUSPENSE ACCOUNT:
As on March 31, 2024, there are 110 equity shares which are lying into Unclaimed Suspense Account.
37. CORPORATE GOVERNANCE:
In accordance with the exemption provided under Regulation 15(2)(a) of chapter IV of the SEBI LODR, the Company is not required to comply with the corporate governance provisions as the Paid-up Equity Share Capital is not exceeding Rupees 10 (Ten) Crore and the Net Worth is not exceeding Rupees 25 (Twenty-five) Crore in previous three financial years. Nevertheless, the Company has complied with the corporate governance requirements as stipulated under the SEBI (LODR) Regulations. A separate report on corporate governance is attached as Annexure-IV to this report.
Further, a certificate from M/s M M Chawla & Associates, Company Secretary in Practice (FCS 67, CP 716) confirming the compliance of conditions of corporate governance is attached as Annexure-V to this report.
38. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As per Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to prepare/attach a Management Discussion and Analysis Report as a part of this Board's Report or addition thereto and the same is attached as Annexure-VI to this Report.
39. INTER - SE RELATIONSHIP OF DIRECTORS:
40. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and other Connected Persons within the meaning of the concerned SEBI Regulation. 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 who have access to 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.
41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No such event occur during the reporting period.
42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:No such event occur during period.
43. ACKNOWLEDGEMENT:
Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Members/Shareholders during the financial year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.