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Jyoti Resins and Adhesives Ltd.

BSE: 514448 Sector: Industrials
NSE: N.A. ISIN Code: INE577D01013
BSE LIVE 10:06 | 18 Sep 78.25 -4.10
(-4.98%)
OPEN

78.25

HIGH

78.25

LOW

78.25

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 78.25
PREVIOUS CLOSE 82.35
VOLUME 40
52-Week high 224.95
52-Week low 74.00
P/E
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 78.25
Sell Qty 39.00
OPEN 78.25
CLOSE 82.35
VOLUME 40
52-Week high 224.95
52-Week low 74.00
P/E
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 78.25
Sell Qty 39.00

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

Company director report

Your Directors have pleasure in presenting their Twenty Third Annual Report togetherwith the audited statements of accounts for the year ended 31st March 2016.

BUSINESS PERFORMANCE & FINANCIAL PERFORMANCE :

FINANCIAL RESULTS 2015-2016 2014-2015
Rs. Rs.
Sales & Other Incomes 470966156 266237296
Operating Profit (PBDTM) 213665353 97831610
Net Profit after Tax 2193325 2079999
Brought Forward Profit/(Loss) 1177782 810848
Profit/Loss Carried Forward to B/S 3371107 1177782

During the year under report Company has earned net Cash profit of Rs. 2136.65 lacs incompare to previous year Rs. 978.32 lacs. Company has earned Net Profit of Rs. 21.93 lacsagainst previous year Rs. 20.80 lacs after providing depreciation miscellaneous expensesand prior period item. During the year Turnover and other income of the Company wasincreased to Rs.4709.66 Lacs from Rs. 2662.37 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 - B Auditor'sstatement on Compliance of Corporate Governance is given in Annexure - C Certificate byManaging Director regarding compliance of clause 49 of listing agreement in Annexure 'D'and Management discussion and analysis in Annexure - E.

AUDITORS:

M/s. Raman M. Jain & Co. Chartered Accountant retires as auditors of the company atthe ensuing Annual General Meeting and being eligible offers them for reappointment.

DIRECTORS:

(a) Mr. Kalpesh R. Patel (DIN 00274664) 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 hasidentified the criteria upon which the Committee has identified the criteria upon whichevery Director shall be evaluated. The Policy also provides the manner in which theDirectors as a collective unit in the form of Board Committees and the Board function andperform.

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 Act 2013. 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. 5280000/- remuneration to the Managing DirectorJagdishNathalal Patel Director Utkarsh J. Patel & Director Jyotika J. Patel of theCompany. Your Company has not any employee who was in receipt of remuneration in excessof limits specified in the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

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 2016 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 has duly developed and implemented a risk management policy forthe 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 2015-16 and hence no complaint is outstanding as on 31.03.2016 forRedressal.

DIRECTOR RESPONSIBILITY STATEMENT:

Your Directors confirm:

i. that in the preparation of annual accounts the applicable accounting standards havebeen followed;

ii. that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31st March 2016 and of the profit of the Company for the year;

iii. that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company for preventing and detecting fraud and otherirregularities;

iv That the Directors have prepared the annual accounts 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. 4 00 00000/-. Your Company has not issueany kind of Share during the financial Year ending on 31st March 2016.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form No. MGT-9 shall form part of the Board'sreport (comment: as on 31/03/2016 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 : 29th August 2016. Chairman & Managing Director

ANNEXURE TO THE DIRECTORS' REPORT CONSERVATION OF ENERGY :

(a) Energy Conservation measures : Various measures have been taken to improve theefficiency of equipments so as to reduce process time.

(b) Additional investments and proposals if any : Nil.

(c) Impact of measures : The above measures and tighter control has resulted inlower energy consumption.

(d) Total energy consumption and energy consumption per unit of production :

Power & Fuel Consumption :

Particulars 2015-2016 2014-2015
Electricity
a) Purchased Units (KWH) 142319 146572
Total Amount (Rs.) 1071925 1014346
Rate/Unit (Rs./KWH) 7.53 6.92
Cost per Kg of Production (Rs.) 0.31 0.45
b) Own generation
(i) Through LDO/Diesel Generator Unit (Ltrs) 2659 1054
Cost of LDO/Diesal (Rs.) 137165 63094
Per Ltr Cost (Rs.) 51.58 59.89
Cost per Kg of Production (Rs.) 0.04 0.03
(ii) Through Fire Woods Unit (Kgs) 234280 134880
Cost of Fire woods (Rs.) 891942 469255
Per Kgs. Cost (Rs.) 3.81 3.48
Cost per Kg of Production (Rs.) 0.26 0.21

 

For & On Behalf of the Board
Place : Ahmedabad. Jagdish N. Patel
Dated : 29th August 2016 Chairman & Managing Director