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Jyoti Resins and Adhesives Ltd.

BSE: 514448 Sector: Industrials
NSE: N.A. ISIN Code: INE577D01013
BSE LIVE 14:53 | 20 Nov 57.00 -2.75
(-4.60%)
OPEN

57.00

HIGH

57.10

LOW

57.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 57.00
PREVIOUS CLOSE 59.75
VOLUME 2164
52-Week high 224.95
52-Week low 57.00
P/E
Mkt Cap.(Rs cr) 23
Buy Price 57.00
Buy Qty 86.00
Sell Price 61.50
Sell Qty 25.00
OPEN 57.00
CLOSE 59.75
VOLUME 2164
52-Week high 224.95
52-Week low 57.00
P/E
Mkt Cap.(Rs cr) 23
Buy Price 57.00
Buy Qty 86.00
Sell Price 61.50
Sell Qty 25.00

Jyoti Resins and Adhesives Ltd. (JYOTIRESINS) - Director Report

Company director report

Your Directors have pleasure in presenting their Twenty Fourth Annual Report togetherwith the audited statements of accounts for the year ended 31st March 2017.

BUSINESS PERFORMANCE & FINANCIAL PERFORMANCE :

FINANCIAL RESULTS 2016-2017 2015-2016
Rs. Rs.
Sales & Other Incomes 821761269 470966156
Operating Profit (PBDTM) 427622743 213665353
Net Profit after Tax 3916005 2193325
Brought Forward Profit / (Loss) 3371107 1177782
Profit / Loss Carried Forward to B/S 7287113 3371107

During the year under report Company has earned net Cash profit of Rs. 4276.23 lacs incompare to previous year Rs. 2136.65 lacs. Company has earned Net Profit of Rs. 39.16 lacsagainst previous year Rs. 21.93 lacs after providing depreciation miscellaneous expensesand prior period item. During the year Turnover and other income of the Company wasincreased to Rs. 8217.61 Lacs from Rs. 4709.66 Lacs. Director has continued their effortsto reduce expenses & increase turnover of the Company. Your directors are hopefulabout better performance of the company in coming years.

DIVIDEND

In view of insufficient profit no dividend has been proposed by your Directors.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

Review the adequacy and effectiveness of the Company's system and internal controls.Review and discuss with the Management the Company's major financial risk exposures andsteps taken by the Management to monitor and control such exposure.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company has not any Subsidiary or Joint Venture or Associate Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling under Companies Act 2013.

AUDITORS' REPORT

The notes to the accounts referred to in the Auditors' Report are self explanatory andtherefore do not require any further comments under Companies Act 2013.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for good corporategovernance. A separate Report on Corporate Governance is given in Annexure – BAuditor's statement on Compliance of Corporate Governance is given in Annexure – CCertificate by Managing Director regarding compliance of clause 49 of listing agreement inAnnexure ‘D' and Management discussion and analysis in Annexure – E.

AUDITORS

M/s. Raman M. Jain & Co. Chartered Accountant the auditors of the company who holdoffice up to conclusion of the ensuing AGM have shown their unwillingness to continue asauditors of the company and have given their resignation. IN view of this the companyneeds appoint statutory auditors and therefore company has sent proposal to M/S Suresh R.Shah & Associates Chartered Accountants (FRN 110691W ) for appointing them as Auditorsfor the financial year ending March 31 2018 wherein M/S Suresh R. Shah & AssociatesChartered Accountants (FRN 110691W ) has confirmed their willingness and eligibility underthe provision of the Companies Act 2013 to be as statutory auditors of the company whichis subject to the shareholders approval ..

DIRECTORS :

(a) Mr. Chandulal C. Patel (DIN 00304327) retire by rotation and being eligible haveoffered themselves for reappointment. The Board recommends their re-appointment.

(b) Declaration by an Independent Director(s) and re- appointment if any: Adeclaration by an Independent Directors that they meet the criteria of independence asprovided in sub-section (7) of Section 149 of the Companies Act 2013 has been receivedand taken on note.

(c) Formal Annual Evaluation: The Nomination and Remuneration Committee of the Boardhas formulated a Performance

Evaluation Framework under which the Committee has identified the criteria upon whichthe Committee has identified the criteria upon which every Director shall be evaluated.The Policy also provides the manner in which the Directors as a collective unit in theform of Board Committees and the Board function and perform

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has put inimplementation of a mechanism wherein the Employees are free to report illegal orunethical behavior actual or suspected fraud or violation of the Company's Codes ofConduct or Corporate Governance Policies or any improper activity to the Chairman of theAudit Committee of the Company or Chairman of the Company or the Compliance Officer. TheWhistle Blower Policy has been appropriately communicated within the Company. Under theWhistle Blower Policy the confidentiality of those reporting violation(s) is protectedand they are not subject to any discriminatory practices. No personnel have been deniedaccess to the Audit Committee.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act2013.The details of the investments made by company isgiven in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2. However your company has not entered in any transaction attractingprovision of Section 188 of Companies Act 2013. Hence AOC-2 is not required to beattached.

MANAGERIAL REMUNERATION

Your company has paid Rs. 8160000/- remuneration to the Managing Director JagdishNathalal Patel Director Utkarsh J. Patel & Director Jyotika J. Patel of the Company.Your Company has not any employee who was in receipt of remuneration in excess of limitsspecified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Meenu Maheshwari &Associates Company Secretary in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 forthe financial year ended March 31 2017 is annexed as Annexure - F to the Report.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company. The Board of Directors hasduly developed and implemented a risk management policy for the company.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for Board Members and for Senior Managementand Employees of the Company ("Code"). All the Board Members and SeniorManagement Personnel have affirmed compliance with these Codes. A declaration signed bythe Managing Director to this effect is enclosed at the end of this Report.

The Board has also laid down a Code of Conduct for Independent Directors pursuant tosection 149(8) and Schedule IV to the Companies Act 2013 via terms and conditions forappointment of Independent Directors which is a guide to professional conduct forIndependent Directors and is uploaded on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL ACT 2013

The Company has been employing about one woman employee. The Company has in place anAnti- harassment policy in line with the requirements of the Sexual Harassment of Woman atWorkplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committeeis set up to redress complaints received regularly is monitored and directly report tothe Chairman & Managing Director. There was no compliant received from employee duringthe financial year 2016-17 and hence no complaint is outstanding as on 31.03.2017 forRedressal.

DIRECTOR RESPONSIBILITY STATEMENT

Your Directors confirm i. that in the preparation of annual accounts the applicableaccounting standards have been followed; ii. that the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year ended 31st March 2017 and of the profit ofthe Company for the year; iii. that the Directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions ofCompanies Act 2013 for safeguarding the assets of the Company for preventing anddetecting fraud and other irregularities; iv. That the Directors have prepared the annualaccounts on a going concern basis.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Members' attention is drawn to the statement on contingent liabilities commitments inthe notes forming part of the financial statement.

SHARE CAPITAL

The paid up capital of the Company is Rs. 40000000/-. Your Company has not issue anykind of Share during the financial Year ending on 31st March 2017.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT – 9 shall form part of theBoard's report (comment: as on 31/03/2017 status of annual return)

PARTICULARS OF THE EMPLOYEES

The Particulars required under Section 217(2A) of the Companies Act 2013 are notrequired to be given as there is no employee drawing Rs.200000/- p.m. or Rs.2400000/-p.a. during the year under report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUT GO: (A)CONSERVATION OF ENERGY:

The information required under 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 [Chapter IX] in respect of Conservation of Energy isannexed hereto and forms part of this Report.

(B) TECHNOLOGY ABSORPTION:

Being the fact that the manufacturing process has been indigenously developed; there isnothing to report on the status of technology absorption.

(C) RESEARCH & DEVELOPMENT:

The Company has established an in house laboratory with the modern facilities to carryout intensive analysis of variety of Raw materials & Finished goods. During the yearunder consideration continuous efforts were made for up gradation of the products of yourcompany.

(D) FOREIGN EXCHANGE EARNING & OUTGO:

No Foreign Exchange earning or outgo has occurred during the year.

AUDIT COMMITTEE:

During the year under review the Audit Committee was constituted in accordance withthe provisions of the Companies Act 2013 and listing agreement entered into by theCompany with the Stock Exchanges.

FIXED DEPOSITS:

During the year under review the Company has not accepted any deposit from the public.Corporate Governance Report under Regulation 27 of SEBI LODR:

Your Company has complied with the Corporate Governance Provisions of Regulation 27 ofSEBI (LODR guidelines)of the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance practices followed by your Company in terms ofRegulation 27 of SEBI (LODR guidelines)of Listing Agreement and a Certificate from theAuditors of the company regarding compliance with Corporate Governance guidelines asstipulated and Management Discussion & Analysis reports have been attached by way ofseparate section as part of this Annual Report.

ACKNOWLEDGMENTS

Your Directors thanks various Government Authorities banks & other businessassociates for the support & assistance extended to the Company from time to time andlooks forward to their unstinted co-operation in development of the Company. YourDirectors sincerely thanks the members for the confidence reposed by them in the companyand look forward to their valuable support for the future plans of the Company.

For & On Behalf of the Board
Place : Ahmedabad. Jagdish N. Patel
Dated : 12/08/2017 Chairman & Managing Director