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Jiya Eco-Products Ltd.

BSE: 539225 Sector: Others
NSE: N.A. ISIN Code: INE023S01016
BSE LIVE 15:28 | 16 Aug 50.00 -2.70
(-5.12%)
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52.80

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52.80

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 52.80
PREVIOUS CLOSE 52.70
VOLUME 32400
52-Week high 73.80
52-Week low 41.05
P/E 11.76
Mkt Cap.(Rs cr) 54
Buy Price 50.00
Buy Qty 14400.00
Sell Price 50.75
Sell Qty 3600.00
OPEN 52.80
CLOSE 52.70
VOLUME 32400
52-Week high 73.80
52-Week low 41.05
P/E 11.76
Mkt Cap.(Rs cr) 54
Buy Price 50.00
Buy Qty 14400.00
Sell Price 50.75
Sell Qty 3600.00

Jiya Eco-Products Ltd. (JIYAECOPRODUCT) - Director Report

Company director report

To

The Members

JIYA ECO-RPODUCTS LIMITED

The directors take pleasure in presenting the 05th Annual report together withthe Audited financial accounts for the Year ended 31stMarch 2016.

FINANCIAL RESULTS

The working results of the company for the year ended are as follows: (Rs in Lakhs.)

Sr. No. Particulars 31.03.2016 31.03.2015
1 Net Total Income 3388.38 2818.55
2 Less: Operating and Admin. Expenses 2797.13 2369.64
3 Profit before depreciation and Taxes 591.25 448.91
4 Less: Depreciation 174.35 129.54
5 Add: Extraordinary/Exceptional Items - -
6 Profit before interest and tax(PBIT) 416.90 319.37
7 Less: Interest 121.85 80.85
6 Profit before Tax (PBT) 295.05 238.52
7 Less: Taxes (including deferred tax and fringe benefit tax) 19.21 10.74
8 Profit after Tax (PAT) 275.84 227.78
9 Balance brought forward from previous period - -
10 Less: Adjustment of opening liability in respect of employees benefits in accordance with AS-15 - -
11 Net profit carried to Balance Sheet 275.84 227.78

FINANCIAL HIGHLIGHTS

Your directors are pleased to report that for the year under review your Company hasbeen able to achieve a net turnover of Rs. 33.79 Crore as compared to Rs. 28.18 Crore inthe previous year. The revenue from operations for the year 2016 increased by 20.22 %. PAThas increased from Rs 227.78 Lakh to Rs 275.84 Lakh.

Initial Public Issue of 45828000 (Rupees Four Crore Fifty Eight Lacs Twenty EightThousand only) divided into 2412000 Equity shares of Rs 19 each (including premium of Rs9 per share)

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs 100000000.00/- (Rupees Ten Crore)divided into 10000000 (One Crore) Equity shares of Rs 10/-

During the Financial year the paid up share capital of the Company is increased from65183140 (Rupees Six Crore Fifty One Lakh Eighty Three Thousand One Hundred Forty)divided into 6518314 (Sixty five lakhs Eighteen Thousand Three Hundred and Fourteen)equity shares of Rs. 10 each to Rs 89303140 (Rupees Eight Crore Ninety Three LakhsThree Thousand One Hundred and Forty) divided into 8930314 (Eighty Nine Lakhs ThirtyThousand Three Hundred and Fourteen) equity shares of Rs 10 each. Due to Initial PublicOffering of 2412000 (Twenty Four Lakhs Twelve thousand) equity shares of Rs 10 each on16th July 2015.

DIVIDEND

No divined is being recommended by the Directors for the year ending on 31st March2016. As the Board of Directors wants to plough back the profit in the business.

DEPOSIT

During the year under review your company has not accepted any deposits from the publicand therefore no information is required to be furnished in respect of outstandingdeposits.

CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financialyear.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES

At the end of the financial year under review none of the Company have become or ceasedto be subsidiaries joint ventures or associate companies.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business.

Particulars of contract or arrangements with related parties is annexed herewith inForm AOC 2 as "Annexure - A"

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees or investments covered under theprovisions of section 186 of the Companies Act 2013 during the Financial Year 2015-16

TRANSFER TO RESERVES

The Company has transferred current year's profit of Rs.2.75 (Rs in Crore) to theReserve & Surplus and the same is in compliance with the applicable provisionsprescribed under the Companies Act 2013.

DIRECTORS

Retire by Rotation- Bhavesh J. Kakadiya

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Bhavesh J. Kakadiya Managing Director (DIN: 05147695) ofthe company is liable to retire by rotation in the fourth coming Annual General Meetingand being eligible he offer himself for re-appointment.

BOARD EVALUATION

In compliance with the provisions of the Companies Act 2013 and other provisions ifany the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of its Nomination& Remuneration Committee and Shareholder’s Grievance Committee. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.

MEETING OF BOARD OF DIRECTORS

A) Number of Board Meetings in the year

During the year 13 meetings of the Board of Director’s were held. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.

Sr. No. Date on which board Meetings were held
1. 01st April 2015
2. 20th May 2015
3. 22nd May 2015
4. 14th July 2015
5. 05th Sept. 2015
6. 30th Sept. 2015
7. 09th Nov. 2015
8. 29th Dec. 2015
9. 08th Jan. 2016
10. 17th Feb. 2016
11. 29th Feb. 2016
12. 14th March 2016
13. 31st March 2016

B) Attendance of Directors at Board meetings held in the previous year are as follows:

Sr. No. Name of Director Category of Director No. of Board Meetings Attended Attend- ance at the last AGM No. of Committee/ membership in which he/she is a Member or Chairperson
1 Mr. Bhavesh J. kakadiya (DIN: 05147695) Managing Director -Chairman 12 YES Member in one
2 Mr. Harshad Monpara (DIN: 05147699) Non-Executive Director 11 YES None
3 Mr. Yogesh Patel (DIN: 05147701) Managing Director 12 YES None
4 Mrs. Hetal Kakadiya (DIN: 0773147) Woman Non- Executive Director 11 YES Member in two Committees
5 Mr. Nitin Kapadia (DIN: 06553638) Independent Director 12 YES Member in one Committee and Chairman in one Committee
6 Mr. Tushar Patel (DIN: 07180750) Independent Director 10 YES Member in one Committee
7 Mr. Jiten Shah (DIN: 07068199) Independent Director 11 YES Chairman in one Committee
8 Mr. Nimish Jani (DIN: 07074047) Independent Director 10 YES Member in one Committee and Chairman in one Committee

COMMITTEES

There are three Committees constituted as per Companies Act 2013. They are:

1) Audit Committee

2) Nomination & Remuneration Committee

3) Shareholders & Investor’s Grievance Committee

1) Audit Committee

During the year 5 Audit Committee meetings were held on the following dates22-05-2015 14-07-2015 05-09-2015 09-11-2015 17-02-2016.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Mr. Jitenkumar Y. Shah Non-executive Independent Director Chairman 5
2 Mr. Bhavesh J. Kakadiya Managing Director Member 4
3 Mr. Tushar H. Patel Non-executive Independent Director Member 5

** Reconstituted on 22nd May 2015. Mr. Tushar Patel (Independent Director) wasappointed as a member of Audit Committee due to resignation of K C Jani (IndependentDirector).

2) Nomination and Remuneration Committee

During the year 2 Nomination & Remuneration Committee meetings were held on09-11-2015 and on 17-02-2016.

Sr. No. Name Designation Position in Committee No. of Meetings Attended
1 Mr. Nimish H. Jani Non-Executive Independent Director Chairman 2
2 Mrs. Hetal B. Kakadiya Non-Executive Independent Director Member 2
3 Mr. Nitin Kapadia Non-Executive Independent Director Member 2

3) Stakeholder’s Relationship Committee

During the year 2 Stakeholder’s Relationship Committee meetings were held on09-11-2015 and on 17-02-2016.

Sr. No. Name Designation Position in Committee No. of Meetings Attended
1 Mr. Nitin Kapadia Non-Executive Independent Director Chairman 2
2 Mrs. Hetal B. Kakadiya Non-Executive Independent Director Member 2
3 Mr. Nimish H. Jani Non-Executive Independent Director Member 2

4) Independent Director Meeting:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

Independent Directors of the company met one time duringthe year on 31st March 2016 asper Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There are material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report as given below:

* Change in designation/Composition of Board of Directors on meeting held on 16th June2016:

Change in designation of Mr. Harshad Monpara (DIN: 05147699) from Executive toNon-Executive Director of the Company.

And appointment of Mr. Yogesh Patel (DIN: 05147701) as Managing-Director of theCompany.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to conservation of energy technology absorption and foreignexchange earnings & outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is Annexed herewith as"Annexure - B"

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - C".

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms of theSection 134(3)(c) of the Companies Act 2013:

(i) That in the preparation of the annual financial statements for the year endedMarch31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies’ have been selected and applied consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2016 and of theprofit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the annual financial statements have been prepared on a going concernbasis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

AUDITORS i) Statutory Auditors

The Company in its Board meeting held on 21st April 2016 appointed M/s PARY& CO.Chartered Accountants Ahmedabad bearing FRN 007288C as Statutory Auditors of theCompany to fill the casual vacancy caused by the resignation of M/s. HITESH AGRAWAL &CO. Chartered Accountants Ahmedabad. The appointed Statutory Auditor has hold the officefrom the board meeting held on 21st April 2016 to 05th Annual General Meeting subject toRe-appointment from the conclusion of 05th Annual General Meeting until the conclusion ofthe 10th Annual General Meeting of the Company subject to ratification of the appointmentby the Members at every Annual General Meeting held after 05th Annual General Meeting.However their terms of Appointment and remuneration shall be ratified by the members ofthe company in this AGM.

ii) Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/sNirav Soni & Co. Practising Company Secretary Ahmedabad have been appointed as aSecretarial Auditors of the Company in the meeting of the Board of Directors held on 17thFebruary 2016. The report of the Secretarial Auditor is enclosed as "Annexure-D"

iii) Internal Auditor

The Company continues to engage M/s Ankit J Shah & Co. Chartered Accountants asInternal Auditor of Company. During the year the company continued to implement hissuggestions and recommendations to improve the control environment. Their scope of worksincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas.

DISCLOSURE OFEMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies(Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess ofRs.60 lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs.60 lacs during the financial year 2015-16. Appointment &Remuneration of Managerial Personnel is annexed herewith as "Annexure-E"

CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding Compliance ofthe Conditions of Corporate Governance pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed herewith as "Annexure F".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review ispresented in a separate section forming part of the Annual Report and is annexed herewithas "Annexure G".

SEXUAL HARASSMENT

There was no case filled during the year under the sexual harassment of women atworkplace (Prevention Prohibition &Redressal) Act 2013. Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe necessary policies for safe and secure environment for women employee.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge withgratitude the effort put in and co-operation extended by bankers shareholders employeesat all levels and all other associated persons bodies or agencies for their continuedsupport.

Ahmedabad 16th June 2016 On behalf of Board of Directors
JIYA ECO-PRODUCTS LIMITED
Bhavesh J. Kakadiya
Managing Director
(DIN: 05147695)