The Members of
Shri Jagdamba Polymers Limited Ahmedabad
The Directors hereby present the 33rd Annual Report together with AuditedStatement of Accounts for the year ended on 31st March 2017 which they trustwill meet with your approval.
|1. FINANCIAL RESULTS: ||Year Ended ||Year Ended |
| ||31.03.2017 ||31.03.2016 |
| ||(Rs In Lakhs) ||(Rs In Lakhs) |
|Operational Income ||14720.77 ||12213.04 |
|Other Income ||49.78 ||49.67 |
|Profit before Interest Depreciation & Taxes ||1797.90 ||1462.00 |
|Less: || || |
|Finance Cost ||312.46 ||318.60 |
|Depreciation ||372.52 ||401.38 |
|Current Tax Provision ||249.00 ||119.50 |
|Deferred Tax Provision ||292.44 ||120.14 |
|Total ||1226.42 ||959.62 |
| || || |
|Net Profit after Tax ||571.48 ||502.38 |
|Add: Balance of profit brought forward from previous year ||2039.43 ||1572.59 |
| || || |
|Balance Profit available for appropriation ||2610.91 ||2074.97 |
|Less. (1) Proposed Dividend ||8.76 ||8.76 |
|(2) Prov. For Tax on Dividend ||1.78 ||1.78 |
| || || |
| ||2600.37 ||2064.43 |
|Less: Transferred to General Reserve ||100.00 ||25.00 |
| || || |
|Balance carried to Balance Sheet ||2500.37 ||2039.43 |
| || || |
The total sales and other income during the year have been Rs 14770.55 Lakhs (P.Y. Rs12262.71 Lakhs) showing growth of 20.45% in the year under consideration. TheCompanys Profit for the year before depreciation interest and taxation has been Rs1797.90 Lakhs (P.Y. Rs 1462.00 Lakhs) and the Net Profit after interest depreciationprior period adjustments & taxes are Rs 571.48 Lakhs (P.Y. Rs 502.38 Lakhs) showingincrease of 13.75% in the year under consideration. The working of the Company improved inF.Y. 2016-17 on all fronts and directors are hopeful for better results for F.Y.2017-2018.
3. TRANSFER TO RESERVES:
The company has transferred Rs 100.00 Lakhs to General Reserve during the year.
Based on the Companys performance the directors are pleased to recommend forapproval of the members a dividend of Rs 1 per equity share.
During the year the Company had availed Rs 1446.88 Lakhs as Term Loan and repaid Rs621.19 Lakhs against Term loan.
6. DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES 2014:
Change in Nature of Company Business:
The Company is engaged in the business of manufacturing of Technical Textile andPolymer products. There is no change in nature of Companys Business.
Details of Directors / Key Managerial Personnel Appointed / Resigned:
During the year under the review Mr. Mahesh Gaurishanker Joshi was appointed as anAdditional Director and Mr. Kantilal Ishwarbhai Patel Director of the company had ceasedto hold office w.e.f 07.07.2016. At the Annual General Meeting of the Company held on 28thSeptember 2016 Mr. Ramakant Bhojnagarwalla was reappointed as Managing Director of theCompany with effect from 1st October 2016 and Mr. Mahesh Gaurishanker Joshiwas appointed as an Independent Director of the company.
During the year under the review Mr. Krushang Shah Company Secretary of the companyhad ceased to hold office w.e.f 30.11.2017 and Miss. Dhruvi Patel was appointed as companysecretary of the company w.e.f 09.01.2017.
During the year in terms of provision of Section 152 (6) of the Companies Act 2013 Mr.Vikas Agarwal who retires by rotation and being eligible offers himself forreappointment.
Details of Holding / Subsidiary Companies / Joint Ventures / Associate Companies:
During the year under review there was no holding / Subsidiary Company / JointVentures / Associate Companies.
The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules 2014.
Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:
During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status. Noorder has been passed by any Regulators or Court or Tribunals which may have impact on theCompany's operation in future.
Internal Financial Controls:
The Company has an adequate internal financial controls to support the preparation ofthe financial statements.
The properties of the Company including building plant and machinery stock andmaterials stand adequately insured against risks of fire strike riot earthquakeexplosion and malicious damage.
8. DIRECTORS RESPONSIBILITY STATEMENT:
As required under the provisions of Section 134 of the Act your Directors report that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profits of the Company for that period.
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
9. PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. However Thestatement containing particulars of top ten employees in terms of remuneration drawn asrequired under the Rule 5 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Amendment Rules 2016 is provided in a separate annexure forming part of thisreport. Further the report and the accounts are being sent to the members excluding theaforesaid annexure. In terms of section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary.
The Equity Shares of the Company are listed on Bombay Stock exchange. The Company isregular in payment of listing fees. The Company has paid the listing fees for the year2017 - 2018.
11. AUDITORS AND AUDITORS REPORT:
Members of the Company at the 30th Annual General Meeting of the Companyhave appointed M/s. Loonia & Associates Chartered Accountants as auditors of theCompany upto 35th Annual General Meeting of the Company. In accordance with theprovision of Section 139 of the Companies Act 2013 The Directors recommend the membersfor ratification of appointment are requested to ratify the appointment of the auditorsfor the balance term to hold office from the conclusion of the 33rd AnnualGeneral Meeting until the conclusion of the 35th Annual General Meeting on suchremuneration as may be fixed by the Board apart from reimbursement of out of pocketexpenses as may be incurred by them for the purpose of audit.
The Company has received a certificate from the Auditors to the effect that theirappointment if made would be within the prescribed limits under Section 141(3)(g) of theCompanies Act 2013.
The Notes on Financial Statements referred to in the Auditors Report areSelf-explanatory and do not call for any further comments.
There is no qualification reservation or adverse remarks made in the statutoryauditors report.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
A. CONSERVATION OF ENERGY:
|Power & Fuel Consumption: ||Current Year ||Previous Year |
|Electricity: ||2016-17 ||2015-2016 |
|i) Purchased: || || |
|(a) Units ||10875631 ||10407843 |
|(b) Amount (Rs in Lakhs) ||456.57 ||601.90 |
|(c) Units/per liter of Diesel Oil ||N.A. ||N.A. |
|(d) Cost per unit (Rs ) ||4.20 ||5.78 |
|ii) Own Generation: || || |
|(a) Units ||18592 ||13328 |
|(b) Amount (Rs in Lakhs) ||3.40 ||2.16 |
|(c) Units/per liter of Diesel Oil ||3.32 ||3.26 |
|(d) Cost per unit (Rs ) ||18.30 ||16.19 |
|iii) Windmill Turbine: || || |
|(a) Units ||5450402 ||2795318 |
|(b) Amount (Rs in Lakhs) ||Nil ||Nil |
Steps taken or impact on conservation of energy.
In line with the Companys commitment towards conservation of energy all unitscontinue with their efforts aimed at improving energy efficiency through innovativemeasures to reduce wastage and optimize consumption. Some of the measures taken by theCompany in this direction at its units located at areas under:
a. Additional capacitor banks have been installed.
b. We have made optimum use of electrical motors and day light resources at plant.
c. Installation of LEDs at several locations.
d. Captive use through Installation of windmill Turbine.
The steps taken by the company for utilising alternate sources of energy:
The company had installed windmill Turbine which reduces cost of power and fuel thesame is owned by the company.
The Capital investment on energy conservation equipment.
During the year under review Company has not incurred any capital expenditure onenergy conservation.
B. TECHNOLOGY ABSORPTION:
1. Efforts in brief made towards technology absorption adaptation & innovation:
Efforts are made to improve the various production processes and Company hadEstablishment of Virtual simulation and durability testing for new product and processinitiatives.
2. Benefits derived as a result of above efforts:
With the measure adopted by the company there is substantial saving in energyconsumption thereby reduction in cost of production.
3. Technology imported: NIL
4. Expenditure incurred on Research and Development:
During the year under review Company has not incurred any Expenditure on Research andDevelopment.
C. RESEARCH & DEVELOPMENT:
The Company has no specific Research & Development Department. However the Companyhas quality control department to check the quality of products manufactured. The Companyholds certification of ISO 9001:2015 which applies quality system with in line andstandards as prescribed.
D. FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:
The details of foreign exchange earnings and outgo are disclosed under Note 32 of theNotes to financial statements for the year 2016-17.
13. DEMATERIALISATION OF SHARES:
The ISIN for the equity shares is INE564J01018. As on 31st March 2017 total817700 equity shares of the Company have been dematerialized. Members of the Company arerequested to dematerialize their shares.
14. CORPORATE GOVERNANCE:
Pursuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 Management Discussion & Analysis Corporate Governance Report andAuditors Certificate regarding compliance to conditions of corporate governance aremade part of this Annual Report as "Annexure - I & II".
15. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the year under report wereon an arms length basis and in the ordinary course of business. There are nomaterially significant related party transactions made by the Company during the year. Noadvance is / was paid for entering into related party transactions. The prices paid to therelated party transactions are based on the ruling market rate at the relevant point oftime. The requisite details in form AOC - 2 is attached herewith as "Annexure -III" which forms part of the Directors Report.
16. PARTICULARS OF LOANS/GUARANTEES/INVESTMENT UNDER SECTION 186 OF COMPANIES ACT2013:
The Company has not given any loan/guarantee or provided any Security or made anyinvestment to any person (except those required for business purpose).
17. RISK MANAGEMENT POLICY:
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organisation from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection. The Risk Management Policy is also available on the Company's website .
18. DECLARATION BY INDEPENDENT DIRECTORS:
The following Directors are independent in terms of Section 149 (6) of the CompaniesAct 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015:
(a) Mr. Ashish Ashokkumar Bhaiya
(b) Mrs. Mudra Kansal
(c) Mr. Mahesh Gaurishanker Joshi
The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.
19. EXTRACT OF THE ANNUAL RETURN:
Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies Act 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules2014 the extract of the Annual Return in form MGT 9 for the Financial Year ended on 31stMarch 2017 is annexed as "Annexure - IV" to this Report.
20. NUMBER OF BOARD MEETINGS:
The Company in consultation with the Directors prepares and circulates a tentativeannual calendar for the meetings of the Board and Board Committees in order to facilitateand assist the Directors to plan their schedules for the meetings. During the year theBoard of Directors met 08 times. The details of the Board Meetings are provided in theCorporate Governance Report.
21. CORPORATE SOCIAL RESPONSIBILITY:
As per the Companies act 2013 the Company had to spend 2% of the average net profitsof the Company made during the three immediately preceding financial years on CorporateSocial Responsibility (CSR) activities. The company under takes "Corporate SocialResponsibilityRs (CSR) initiatives through Dr. Jivraj Mehta Smark Health FoundationAs a part of initiatives under CSR. The Company has under taken Projects which are largelyin accordance with Schedule VII of the Companies Act 2013. The brief details of CorporateSocial Responsibility Policy and the amount spent during the financial year 2016-17 isenclosed as "Annexure - V".
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The company has in place policy on Prevention Prohibition and Redressal of Sexualharassment for women at workplace in accordance with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Allemployees (permanent contractual temporary trainees) are covered under the policy.There was no compliant received from any employee during the financial year 2016-17 andhence no complaint is outstanding as on 31.03.2017 for redressal.
23. SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Act the Secretarial Audit Report for the Financial Yearended 31st March 2017 given by M/s. Jalan Alkesh & Associates PractisingCompany Secretary is attached herewith which forms part of the Directors Report as"Annexure - VI". The observations in their report are self-explanatory. TheBoard of Directors had appointed M/s. Jalan Alkesh & Associates Practising CompanySecretary as Secretarial auditors of the company for 3 years i.e. 2016-17 2017-18 and2018-19 to conduct the secretarial audit of the company.
24. ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 the performance evaluation wascarried out as under:
In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board and their composition:
The performance of the Audit Committee the Nomination and Remuneration CommitteeStakeholders Relationship Committee and CSR committee were evaluated by the Board havingregard to various criteria such as committee composition committee processes committeedynamics etc. The Board was of the unanimous view that all the committees were performingtheir functions satisfactorily and according to the mandate prescribed by the Board underthe regulatory requirements including the provisions of the Act the Rules framedthereunder and the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.The details of the composition of committees are provided in the Corporate GovernanceReport.
(a) Independent Directors: In accordance with the criteria suggested by The Nominationand Remuneration Committee the performance of each independent director was evaluated bythe entire Board of Directors (excluding the director being evaluated) on variousparameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.
(b) Non-Independent Directors: The performance of each of the non-independent directors(including the chair person) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the non-independent directors was providing good business and people leadership.
25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The requisite details as required by Section 134 (3) (e) Section 178 (3) & (4) andSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 is attachedherewith as "Annexure - VII".
26. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments which affects the financial position ofthe Company subsequent to the date of the Balance sheet and up to the date of the report.
27. DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI (LODR) REGULATIONS 2015:
Company does not have any shares in the demat suspense account or unclaimed suspenseaccount during the year.
The Company has adopted various policies based on the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The said policies areavailable on the Website of the Company i.e. www.shrijagdamba.com.
Your Directors acknowledge the continued support and cooperation received from theCentral Government Shareholders Banks and other Lenders suppliers and Dealers.
The Board also wishes to record its sincere appreciation of the total commitmentdedication and hard work put in by every member of Jagdamba Group.
| ||By order of the Board of Directors |
| ||SD/- |
|Place: Ahmedabad ||Ramakant Bhojnagarwalla |
|Date: 14/08/2017 ||(Chairman cum Managing Director) |