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Shri Jagdamba Polymers Ltd.

BSE: 512453 Sector: Industrials
NSE: N.A. ISIN Code: INE564J01018
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VOLUME 273
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P/E 17.65
Mkt Cap.(Rs cr) 135
Buy Price 1533.00
Buy Qty 2.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1533.35
CLOSE 1533.35
VOLUME 273
52-Week high 1533.35
52-Week low 431.30
P/E 17.65
Mkt Cap.(Rs cr) 135
Buy Price 1533.00
Buy Qty 2.00
Sell Price 0.00
Sell Qty 0.00

Shri Jagdamba Polymers Ltd. (SHJAGDAMBAPOL) - Director Report

Company director report

To

The Members of

Shri Jagdamba Polymers Limited

Ahmedabad

The Directors hereby present the 32nd Annual Report together with Audited Statement ofAccounts for the year ended on 31st March' 2016 which they trust will meet with yourapproval.

1. FINANCIAL RESULTS: Year Ended 31.03.2016 Year Ended 31.03.2015
(Rs. in Lacs) (Rs. in Lacs)
Operational Income 12014.33 11040.35
Other Income 248.38 211.73
Profit before Interest Depreciation & Taxes 1462.00 1122.22
Less :
Finance Cost 318.60 383.04
Depreciation 401.38 273.08
Current Tax Provision 119.50 120.00
Deferred Tax Provision 120.14 11.80
Total 959.62 787.92
Net Profit After Tax 502.38 334.30
Add: Balance of profit brought forward from previous year 1572.59 1254.83
Balance Profit available for appropriation 2074.97 1589.13
Less. (1.) Proposed Dividend 8.76 8.76
1.78
(2.) Prov. For Tax on Dividend 1.78
2064.43 1578.59
Less: Transferred to General Reserve 25.00 6.00
Balance carried to Balance Sheet 2039.43 1572.59

2. OPERATIONS:

The total sales and other income during the year have been Rs. 12262.71 Lacs (P.Y. Rs.11252.08 Lacs) The Company's Profit for the year before depreciation interest andtaxation has been Rs. 1462.00 Lacs (P.Y. Rs. 1122.22 Lacs) and the Net Profit afterinterest depreciation prior period adjustments & taxes are Rs. 502.38 Lacs (P.Y. Rs.334.30 Lacs).

3. TRANSFER TO RESERVES:

The company has transferred Rs. 25.00 lacs to General Reserve during the year.

4. DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 1.00 per share equivalent to10 % (ten percent) on the paid up share capital of the Company for the year ended31.03.2016 (previous year Rs. 1.00 per share) to the Equity Shareholders if declared bythe members at the Annual General Meeting to be held on 28th September 2016.The dividend will be paid when declared by the shareholders in accordance with the law.The dividend will be free of tax in the hands of the shareholders subject to theprovision of Income Tax Act 1961 as amended from time to time. However the Company willhave to pay dividend distribution tax as prescribed under the Income Tax Act 1961.

5. FINANCE:

During the year the Company had availed Rs. 825.69 lacs as Term Loan and repaid Rs.295.06 Lacs 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 Company Business.

Details of Directors / Key Managerial Personnel Appointed / Resigned:

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 themselves forreappointment.

During the year under the review all other Directors are continued to hold theiroffice. However during the year Mr. Nirav Shah Company secretary of the company had ceasedto hold office w.e.f 16.01.2016 and Mr. Krushang Shah had been appointed as companysecretary of the company w.e.f 31.03.2016.

Details of Holding / Subsidiary Companies / Joint Ventures / Associate Companies:

During the year under review there was no holding / Subsidiary Company / JointVentures / Associate Companies.

Deposit :

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 theCompanyRs.s operation in future.

Internal Financial Controls:

The Company has an adequate internal financial controls to support the preparation ofthe financial statements.

7. INSURANCE:

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. DIRECTOR'S 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 Nameof top ten employees (Excluding Directors and KMPS) in term of gross remuneration drawnare as under.

1. Shradhaben Hanskumar Agarwal

2. Pravin Chandubhai Patel

3. Manish Laxmanbhai Patel

4. Minesh Hargovinbhai Soni

5. Lukmanbhai Gafurbhai Vohra

6. Deepak Pravinkumar Patel

7. Pankaj Natwarlal Patel

8. Ramchandra Nagendraprasad Sinha

9. Dhirenkumar Rohitbhai Patel

10. Shaishav Ajaybhai Jhaveri

10. LISTING:

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 year2016 – 2017.

11. AUDITORS AND AUDITORS REPORT:

The Auditors M/s. Loonia & Associates Chartered Accountants Ahmedabad hold officeuntil the conclusion of the ensuing Annual General Meeting and have expressed theirwillingness to be reappointed. The Company has received a letter from a member of theCompany proposing the name of M/s. Loonia & Associates Chartered Accountants as aStatutory Auditor of the Company. Members of the Company at the 30th AnnualGeneral Meeting of the Company have appointed M/s. Loonia & Associates CharteredAccountants as auditors of the Company upto 34th Annual General Meeting of theCompany. In accordance with the provision of Section 139 of the Companies Act 2013members are requested to ratify the appointment of the auditors for the balance term tohold office from the conclusion of the 32nd Annual General Meeting until theconclusion of the 34th Annual General Meeting on such remuneration as may be fixed by theBoard apart from reimbursement of out of pocket expenses as may be incurred by them forthe 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 Auditor's Report areSelf-explanatory and do not call for any further comments.

There is no qualification reservation or adverse remarks made in the statutoryauditor's report.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

A. Conservation of Energy :

Power & Fuel Consumption : Current Year Previous Year
Electricity: 2015-16 2014-2015
i) Purchased:
(a) Units 10407843 9302317
(b) Amount(Rs. in Lacs) 601.90 657.41
(c) Units/per litre of Diesel Oil N.A. N.A.
(d) Cost per unit (Rs.) 5.78 7.07
ii) Own Generation:
(a) Units 13328 17216
(b) Amount(Rs. in Lacs) 2.16 3.64
(c) Units/per litre of Diesel Oil 3.26 2.88
(d) Cost per unit (Rs.) 16.19 21.15
iii) Windmill Turbine
(a) Units 2795318 3027885
(b) Amount(Rs. in Lacs) Nil Nil

Steps taken or impact on conservation of energy.

In line with the Company's 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 incurred Rs. 877.41 lacs capital expenditureon energy 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 31 of theNotes to financial statements for the year 2015-16.

13. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE564J01018. As on 31st March 2016 total812400 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 andAuditor's Certificate regarding compliance to conditions of corporate governance are madepart 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 arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company during the year. No advance is/ was paid for entering into related party transactions. The prices paid to the relatedparty transactions are based on the ruling market rate at the relevant point of time. Therequisite 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 OFCOMPANIES ACT 2013 :

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 CompanyRs.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) Shri Ashish Ashokkumar Bhaiya

(b) Smt. Mudra Kansal

(c) Shri Kantilal Ishwarbhai Patel

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 2016 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 12 times. The details of the Board Meetings are provided in theCorporate Governance Report.

21. CORPORATE SOCIAL RESPONSIBILITY:

As per the Companies act 2013 all companies having net worth of Rs. 500 crore or moreor a turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more During anyFinancial year are required to constitute a CSR committee. As per Audited statement of thecompany for March 2016 companies net profit crosses Rs. 5 Crore and Board of Directors ofthe Company in their Board meeting held on 30.05.2016 constituted CSR committee and alsoframe the CSR policy which is also hosted on the website of the company.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee are set up at shop floor level to redress complaints receivedregularly and are monitored by women line supervisors who directly report to the Chairman.All employees (permenant contractual temporary trainees) are covered under the policy.There was no compliant received from any employee during the financial year 2015-16 andhence no complaint is outstanding as on 31.03.2016 for redressal.

23 . SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act the Secretarial Audit Report for the Financial Yearended 31st March 2016 given by M/s. Jalan Alkesh & Associates Practising CompanySecretary is attached herewith which forms part of the Directors Report as "Annexure-V".The observations in their report are self-explanatory. The Board of Directors hadappointed M/s. Jalan Alkesh & Associates Practising Company Secretary as Secretarialauditor of the company for 3 years i.e. 2016-17 2017-18 and 2018-19 to conduct thesecretarial 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:

Board:

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.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by TheNomination and Remuneration Committee the performance of each independent director wasevaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters 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-independentdirectors (including the chair person) was evaluated by the Independent Directors at theirseparate meeting. Further their performance was also evaluated by the Board of Directors.The various criteria considered for the purpose of evaluation included leadershipengagement transparency analysis decision making functional knowledge governance andinterest of stakeholders. The Independent Directors and the Board were of the unanimousview that each of the non-independent directors was providing good business and peopleleadership.

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 VI"

26. MATERIAL CHANGES AND COMMITMENTS:

The Company Raw material which was sent on job having approx value of Rs. 399.22 lacshas been destroyed in fire which took place on 10.05.2016 at the premises of the jobcontractor. The company had adequate insurance of the said material and company do notanticipate any loss from this incidence.

Mr. Kantilal Patel Director of the Company had resigned from the post of Directorw.e.f. 07th July 2016 and Mr. Mahesh Gaurishanker Joshi has been appointed asAdditional Director of the Company.

However there are no any other material changes and commitments which affecting thefinancial position of the Company subsequent to the date of the Balance sheet and up tothe 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.

28. Policies :

Name of Policy Brief Description Web Link
Code of Conduct The Company has formulated and adopted code of Conduct for the Senior Management and officers of the Company. www.shrijagdamba.com
Remuneration Policy The policy formulated the criteria for determining qualifications Competencies Positive attitude and independence for appointment of a Director (Executive/Non- Executive) and also the Criteria for determining the remuneration of the directors Key Managerial Personnel and other employees. www.shrijagdamba.com
Succession Planning Policy The Company has adopted the policy for succession planning policy and the same is hosted on website of the company. www.shrijagdamba.com
Risk Management Policy The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. www.shrijagdamba.com
CSR Policy Board of Directors of the Company in their Board meeting held on 30.05.2016 constituted CSR committee and also frame the CSR policy which is also hosted on the website of the company. www.shrijagdamba.com
Whistle Blower Policy The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Companies code of conduct and ethics. www.shrijagdamba.com

29. APPRECIATION:

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 : 12/ 08/2016 (Chairman cum Managing Director)